Batteh Matthew J 4

4 · SAIA INC · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

SAIA (SAIA) CFO Matthew Batteh Receives Award, Sells Shares for Taxes

What Happened

Matthew J. Batteh, Chief Financial Officer of SAIA Inc., received a grant of 757 shares (performance unit award) on 2026-02-09 (no cash paid for the award). To cover tax withholding obligations, Batteh had a total of 290 shares disposed: 25 shares on 2026-02-06 at $415.46 ($10,387), and 224 shares and 41 shares on 2026-02-09 at $409.60 ($91,750 and $16,794 respectively). The withheld/sold shares for taxes totaled $118,931. Net effect: +467 shares (757 awarded − 290 withheld).

Key Details

Transaction dates and prices:
- 2026-02-06: 25 shares withheld/sold at $415.46 — $10,387 (tax withholding).
- 2026-02-09: 757 shares granted (award) at $0.00 — issuance under 2018 Omnibus Incentive Plan.
- 2026-02-09: 224 shares withheld/sold at $409.60 — $91,750 (tax withholding on award issuance).
- 2026-02-09: 41 shares withheld/sold at $409.60 — $16,794 (tax withholding).
Shares owned after the transactions: Not specified in the filing provided.
Relevant footnotes:
- Awards are Performance Unit Awards for the 1/1/23–12/31/25 performance period (F2).
- Shares were withheld at the officer’s election to cover tax liabilities related to vesting/issuance of restricted and performance shares (F1, F3, F4).
- A footnote indicates a conversion rate for a derivative security on Feb 6 (1.1534) resulting in 321.430 underlying shares (F5).
Filing timeliness: Form 4 filed 2026-02-10; transactions on 2026-02-06 and 2026-02-09 were reported within the standard 2-business-day window (timely).

Context

The award (code A) is an issuance of performance units — not an open-market purchase — and the disposals (code F) represent shares withheld/retired to cover tax liabilities (common, routine). This is not an open-market sale by the officer to generate cash beyond tax obligations.
For retail investors: awards increase insider exposure to the company’s stock over time; tax-withholding disposals do not necessarily reflect negative sentiment.

Form 4

Period: 2026-02-06

Chief Financial Officer

Transactions

Holdings

Phantom Stock
[F5][F6][F7]
→ Common Stock (278.69 underlying)
278.69
Stock Options (Right to buy)
[F8]
Exercise: $277.86Exp: 2029-02-07→ Common Stock (470 underlying)
470
Stock Options (Right to buy)
[F8]
Exercise: $200.81Exp: 2028-02-11→ Common Stock (500 underlying)
500
Stock Options (Right to buy)
[F8]
Exercise: $100.20Exp: 2027-02-06→ Common Stock (1,110 underlying)
1,110

Footnotes (8)

[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 upon the issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/23-12/31/25 performance period.
[F4]Shares withheld at officer's election to cover tax liabilities incurred in connection with the vesting of restricted shares awarded in February 2023.
[F5]The conversion rate of this derivative security on February 6, 2026 is 1.1534 resulting in 321.430 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.
[F8]Stock Options granted as part of the long-term incentive program approved by the Compensation Committee. One-third of the award vests each year on the anniversary of the grant date.

Signature

/s/ Kelly W. Benton|2026-02-10

2 files