SUGAR PATRICK D 4

What Happened

• Patrick D. Sugar, EVP Operations at SAIA (SAIA), was issued 3,101 performance-based shares (award) on Feb 9, 2026 and, in connection with vesting/issuance, had a total of 1,495 shares withheld/disposed to cover tax liabilities. The withheld shares consisted of 95 shares on Feb 6 at $415.46 ($39,469), and on Feb 9 of 167 shares and 1,233 shares at $409.60 each ($68,403 and $505,037 respectively), totaling $612,909. The 3,101-share grant is reported as an award (no cash paid).

Key Details

• Transaction dates and amounts:
  • 2026-02-06: 95 shares withheld @ $415.46 = $39,469 (tax withholding)
  • 2026-02-09: Grant of 3,101 shares @ $0 (performance award)
  • 2026-02-09: 167 shares withheld @ $409.60 = $68,403 (tax withholding)
  • 2026-02-09: 1,233 shares withheld @ $409.60 = $505,037 (tax withholding)
• Total shares withheld/disposed: 1,495 shares for $612,909 in proceeds (tax withholding, not an open-market sale).
• Shares owned after the transactions: not specified in the provided filing.
• Notable footnotes:
  • F2: Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 performance period.
  • F1, F3, F4: Several withholdings were made at the officer’s election to satisfy tax liabilities related to vested restricted shares and the performance award.
  • F5: A derivative conversion rate on Feb 6, 2026 was 1.1534, resulting in 1,286.973 shares (related to underlying derivative calculations).
  • F7: Some phantom stock awards become payable in common stock upon termination per plan terms.
• Timeliness: Filing dated Feb 10, 2026 reports transactions on Feb 6–9, 2026. Form 4s are generally due within two business days of the transaction, so this appears to have been filed late.

Context

• These transactions are primarily tax-withholding events tied to awards (cashless withholding), not open-market sales. The material action is the issuance of performance units (an acquisition/award); the withheld shares were surrendered to cover taxes, which is a routine administrative action and not necessarily a market sentiment signal.