Batteh Matthew J 4

What Happened
Matthew J. Batteh, SAIA's Chief Financial Officer, exercised stock options and sold shares in open-market transactions on Feb 12–13, 2026. He exercised 1,110 shares at $100.20 ($111,222 total exercise cost) and promptly sold those 1,110 shares on Feb 12 at a weighted average price of $375.71 for $417,037. He also sold an additional 766 shares on Feb 13 at $388.94 ($297,928) and 150 shares on Feb 13 at $389.50 ($58,426). Total reported sale proceeds across the transactions were about $773,391. Separately, he was granted 1,658 restricted shares under the company’s long‑term incentive program.

Key Details

• Transaction dates: Feb 12, 2026 (exercise + sale) and Feb 13, 2026 (additional open-market sales).
• Prices and amounts: exercised 1,110 shares @ $100.20 (cost $111,222); sold 1,110 shares @ $375.71 (proceeds $417,037); sold 766 @ $388.94 (proceeds $297,928); sold 150 @ $389.50 (proceeds $58,426). Total sales ≈ $773,391.
• Award: 1,658 restricted shares granted (no cash paid).
• Shares owned after transactions: not specified in the filing.
• Footnotes of note:
  • F1: Restricted shares are part of the long‑term incentive program; vest one‑third each year.
  • F3: Stock options granted under the same LTIP; vest one‑third each year.
  • F2: Feb 12 sale price is a weighted average of multiple trades (range $389.50–$389.53).
  • F4/F6: Filing references conversion/derivative details and phantom‑stock terms (conversion rate and payout rules); see filing for full technicals.
  • F5: “Immediate” noted in filing.
• Filing timeliness: Report filed Feb 17, 2026, which is within the required SEC reporting window for these Feb 12 transactions.

Context

• This looks like a common cashless exercise pattern: exercise of options followed by immediate sale of the resulting shares to cover costs/taxes or monetize gains. Such sales are often routine and do not necessarily signal a change in insider sentiment.
• The filing includes derivative/phantom‑stock conversion language—these instruments can convert to a specific number of common shares or be payable in stock on termination; the filing’s footnotes contain the conversion ratios and payout conditions.
• No indication in the filing of a 10% owner transaction, gift, or a 10b5‑1 plan; motivations are not stated and should not be assumed.