Benton Kelly W 4
4 · SAIA INC · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
SAIA VP & CAO Kelly Benton Receives Award; 283 Shares Withheld
What Happened
Benton Kelly W, Vice President & Chief Accounting Officer of SAIA Inc. (SAIA), was issued 689 shares as a performance/unit award on Feb 9, 2026 (reported as an acquisition at $0.00). To cover tax liabilities tied to vested awards, 283 shares were withheld and reported as dispositions: 35 shares on Feb 6 at $415.46 ($14,541), and 248 shares on Feb 9 (44 shares + 204 shares) at $409.60 ($18,022 and $83,558 respectively). Total value of the withheld shares is approximately $116,121.
Key Details
- Transaction dates: Feb 6, 2026 (35 shares withheld) and Feb 9, 2026 (689 shares granted; 44 + 204 shares withheld).
- Prices/values: 35 @ $415.46 = $14,541; 44 @ $409.60 = $18,022; 204 @ $409.60 = $83,558. Grant reported at $0.00 (award). Total withheld value ≈ $116,121.
- Transaction codes: A = award/grant (689 shares); F = shares withheld to cover tax liabilities (283 shares).
- Footnotes: Grants are Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23–12/31/25 period. Several footnotes confirm shares were withheld at the officer’s election to cover taxes from vested restricted shares or upon issuance of performance units. One footnote notes a conversion rate of 1.1534 (on Feb 6) resulting in 115.417 underlying common shares for a derivative security; another notes phantom stock is payable in common stock upon termination.
- Shares owned after transaction: not stated in the provided filing summary.
- Filing: Form 4 filed Feb 10, 2026, reporting these Feb 6–9 transactions; no late-filing flag was provided in the data shown.
Context
These transactions are largely routine: the 689-share line is an award issuance (not an open-market purchase), and the 283-share "sales" are tax-withholding dispositions elected by the officer to satisfy withholding obligations. Such withholding is common when restricted or performance-based shares vest and does not necessarily signal a personal decision to sell shares on the open market.
Insider Transaction Report
- Tax Payment
Common Stock
[F1]2026-02-06$415.46/sh−35$14,541→ 3,018 total - Award
Common Stock
[F2]2026-02-09+689→ 3,707 total - Tax Payment
Common Stock
[F3]2026-02-09$409.60/sh−44$18,022→ 3,663 total - Tax Payment
Common Stock
[F4]2026-02-09$409.60/sh−204$83,558→ 3,459 total
- 100.069
Phantom Stock
[F5][F6][F7]→ Common Stock (100.069 underlying)
Footnotes (7)
- [F1]Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2024.
- [F2]Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
- [F3]Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2023.
- [F4]Shares withheld at officer's election to cover tax liabilities incurred upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
- [F5]The conversion rate of this derivative security on February 6, 2026 is 1.1534 resulting in 115.417 shares of common stock (underlying security in column 7).
- [F6]Immediate
- [F7]The shares of phantom stock become payable in the Company's common stock upon reporting person's termination of service as an employee, in accordance with the terms of the Plan.