Batteh Matthew J 4

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.