SAIA INC·4

Feb 17, 5:25 PM ET

Benton Kelly W 4

4 · SAIA INC · Filed Feb 17, 2026

Research Summary

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SAIA VP Benton Kelly Receives Restricted Award, Sells 800 Shares

What Happened Benton Kelly, Vice President & Chief Accounting Officer of SAIA (SAIA), reported two transactions: he received a grant of 498 restricted shares on Feb 12, 2026 (no purchase price) and sold 800 shares in an open‑market sale on Feb 13, 2026 at $389.00 per share, generating $311,200. The grant is part of the company's long‑term incentive program; the sale was a disposition of existing shares.

Key Details

  • Grant: 498 restricted shares granted on 2026-02-12 at $0.00 (award under LTIP). Footnote: one‑third of the restricted award vests each year on the anniversary of the grant.
  • Sale: 800 shares sold on 2026-02-13 at $389.00 per share for proceeds of $311,200.
  • Shares owned after the transactions: not disclosed in this filing.
  • Additional footnotes in the filing: a conversion rate of 1.1534 on 2026-02-12 producing 115.419 underlying common shares (per filing footnote); phantom stock described as payable in common stock upon termination under the plan.
  • Filing date: submitted 2026-02-17 — this meets the 2‑business‑day deadline for the Feb 13 sale but is one day after the 2‑business‑day deadline for the Feb 12 grant.

Context Restricted share grants vest over time and do not indicate an immediate cash outlay; the one‑third annual vesting schedule means the recipient must remain employed to realize the full award. Open‑market sales by officers are common and may reflect routine liquidity or diversification; they are not by themselves proof of a change in personal view on the company.

Insider Transaction Report

Form 4
Period: 2026-02-12
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-12+4983,957 total
  • Sale

    Common Stock

    2026-02-13$389.00/sh800$311,2003,157 total
Holdings
  • Phantom Stock

    [F2][F3][F4]
    Common Stock (100.069 underlying)
    100.069
Footnotes (4)
  • [F1]Restricted shares granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the restricted stock award vests each year on the anniversary of the grant date.
  • [F2]The conversion rate of this derivative security on February 12, 2026 is 1.1534 resulting in 115.419 shares of common stock (underlying security in column 7).
  • [F3]Immediate
  • [F4]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.
Signature
/s/ Kelly W Benton|2026-02-17

Documents

1 file
  • 4
    primarydocument.xmlPrimary

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