Benton Kelly W 4

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.