SUGAR PATRICK D 4

What Happened Patrick D. Sugar, EVP Operations of SAIA (SAIA), received an award of 2,085 shares on 2026-02-12 (acquired at $0.00) and sold 2,706 shares in an open‑market transaction on 2026-02-13 at $386.74 per share, generating proceeds of $1,046,519. The grant appears to be a restricted‑share award under the company's long‑term incentive program; the sale was a disposition of existing shares.

Key Details

• Transactions: 2026-02-12 — Award/Grant of 2,085 shares (price $0.00); 2026-02-13 — Open market sale of 2,706 shares at $386.74 ($1,046,519 proceeds).
• Shares owned after transaction: Not disclosed in the filing.
• Filing date: 2026-02-17 (reported within the required filing window for these trades).
• Relevant footnotes from the filing:
  • F1: 2,085 are restricted shares under the LTIP; vesting is one‑third each year on the grant anniversary.
  • F2: A derivative conversion rate of 1.1534 is noted, resulting in 1,287.000 underlying common shares.
  • F3: “Immediate” (as stated in the filing).
  • F4: Phantom stock referenced becomes payable in common stock upon the reporting person’s termination per the Plan.

Context

• The award is a compensation grant (not a market purchase). Restricted shares typically vest over time and are meant as retention/compensation.
• The open‑market sale cleared about $1.05 million in proceeds; sales by executives can be routine (for diversification, tax or liquidity needs) and do not by themselves indicate company outlook.
• The filing mentions both restricted‑share and phantom‑stock mechanics (see footnotes); these describe how and when shares are delivered or converted rather than a market purchase or option exercise.