Norwood Anthony R 4

What Happened

• Anthony R. Norwood, EVP & CHRO of SAIA (SAIA), was issued 898 performance unit shares (no cash price) on 2026-02-09 and had a total of 341 shares withheld to cover tax liabilities in transactions on 2026-02-06 and 2026-02-09. The withheld shares were surrendered (not sold in the open market) — 36 shares @ $415.46 (value $14,957) on 2/6, and 49 shares @ $409.60 (value $20,070) plus 256 shares @ $409.60 (value $104,858) on 2/9. Combined value of shares withheld ≈ $139,885.

Key Details

• Transaction dates and amounts:
  • 2026-02-06: 36 shares withheld @ $415.46 = $14,957 (tax withholding related to Feb 2024 restricted shares) [F1].
  • 2026-02-09: 898 performance unit shares issued @ $0 (Performance Unit Awards for 1/1/23–12/31/25) [F2].
  • 2026-02-09: 49 shares withheld @ $409.60 = $20,070 (tax withholding related to Feb 2023 restricted shares) [F3].
  • 2026-02-09: 256 shares withheld @ $409.60 = $104,858 (tax withholding on issuance of performance units) [F4].
• Total shares withheld (disposed) = 341; total value surrendered ≈ $139,885.
• Shares owned after the transactions: not provided in the supplied data.
• Filing: Form 4 filed 2026-02-10 covering transactions on Feb 6 and Feb 9, 2026.
• Relevant footnotes: withholding reflects officer election to cover tax liabilities on vested/issued awards; performance units were issued under the 2018 Omnibus Incentive Plan. (The filing also references typical option grant vesting terms [F5], though no option exercise is reported here.)

Context

• These transactions are compensation-related: Norwood received performance unit awards and used company share withholding to satisfy tax obligations (a routine cashless withholding), not an open-market sale. Such withholdings are standard corporate practice and do not necessarily indicate a change in the insider’s view of the stock. Purchases or open-market sales would be more directly informative about an insider’s trading sentiment.