Benton Kelly W 4

What Happened

• Benton Kelly, Vice President & Chief Accounting Officer of SAIA Inc. (SAIA), had 38 shares withheld (reported as a disposition) on Feb 5, 2026 to cover tax liabilities related to the vesting of restricted shares. The withholding price was $404.75 per share, for a total value of $15,380. This is a tax-withholding transaction (code F), a routine administrative step rather than an open-market sale.

Key Details

• Transaction date: 2026-02-05; Filing date: 2026-02-09 (filed on the last business day permitted under Form 4 rules).
• Price per share: $404.75; Shares withheld/disposed: 38; Total value: $15,380.
• Shares owned after the transaction: not specified in the provided data.
• Notable footnotes:
  • F1: Shares were withheld at the officer's election to cover tax liabilities from restricted shares awarded in Feb 2025.
  • F2: A derivative conversion rate listed for Feb 5, 2026 is 1.1534 (resulting in 115.416 underlying shares).
  • F3: Indicates “Immediate.”
  • F4: Notes that phantom stock becomes payable in common stock upon the reporting person’s termination under the plan.
• Transaction code: F = tax withholding (routine for covering tax from vesting), not a discretionary sale or purchase.

Context

• Tax-withholding disposals are common when restricted shares vest and do not necessarily signal a view on the company’s prospects. Footnotes suggest related derivative/phantom stock mechanics (conversion rate and payout-on-termination rules), so some holdings are tied to deferred/phantom awards rather than open-market positions.