PATRICK D. SUGAR - 08 Feb 2023 Form 4 Insider Report for SAIA INC (SAIA)

Role: EVP Operations
Signature: /s/ Kelly W. Benton
Issuer symbol: SAIA
Transactions as of: 08 Feb 2023
Net transactions value: -$190,581
Form type: 4
Filing time: 10 Feb 2023, 15:23:43 UTC
Previous filing: 08 Feb 2023
Next filing: 08 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAIA	Common Stock	Award	$0	+1,692	+29%	$0.000000	7,579	08 Feb 2023	Direct	F1
transaction	SAIA	Common Stock	Tax liability	$190,581	-656	-8.7%	$290.52	6,923	08 Feb 2023	Direct	F2
transaction	SAIA	Common Stock	Award	$0	+1,946	+28%	$0.000000	8,869	08 Feb 2023	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SAIA	Phantom Stock						317	08 Feb 2023	Common Stock	317		Direct	F4, F5, F6
holding	SAIA	Stock Options (Right to Buy)						1,280	08 Feb 2023	Common Stock	1,280	$277.86	Direct	F7
holding	SAIA	Stock Options (Right to buy)						1,130	08 Feb 2023	Common Stock	1,130	$200.81	Direct	F7
holding	SAIA	Stock Options (Right to buy)						980	08 Feb 2023	Common Stock	980	$100.20	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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	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 1/1/20-12/31/22 performance period.
F3	Issuance of Performance Unit Awards under the 2018 Omnibus Incentive Plan for the 1/1/20-12/31/22 performance period.
F4	The conversion rate of this derivative security on February 8, 2023 is 1.1405 resulting in 361.865 shares of common stock (underlying security in column 7).
F5	Immediate
F6	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.
F7	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.