What changed in this filing

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Item 1A. Risk Factors

2024-02-23 compared with 2023-02-23 · 139 added, 125 removed, 258 unchanged (51% of the section changed)

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Some statements in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements.

Please refer to “Cautionary Note Regarding Forward-Looking Statements.”

Industry and Economic Risks

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Our business is subject to a number of general economic conditions that may have a material adverse effect on our financial condition, the results of operations, liquidity and cash flows, many of which are largely out of our control.

These include recessionary economic cycles and downturns in customer business cycles, global uncertainty and instability, inflation, changes in U.S.

These conditions include recessionary economic cycles and downturns in customer business cycles, labor and supply shortages, global uncertainty and instability, inflation, changes in U.S.

social, political, and regulatory conditions, tariff and trade discussions and/or a disruption of financial markets.

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These factors include the following:

competition with many other transportation service providers of varying types including LTL carriers, TL and parcel carriers, as well as non-asset based logistics and freight brokerage companies, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages;

• competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, as well as non-asset based logistics and freight brokerage companies, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages;

• transportation companies periodically reduce their prices to gain business, especially during economic recessions or times of reduced growth rates in the economy which may limit our ability to maintain or increase prices or grow our business;

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• the trend towards consolidation in the surface transportation industry may create other large carriers with greater financial resources than us and other competitive advantages due to their size;

disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial intelligence applications and software applications to monitor supply and demand may significantly alter historical business models of the trucking industry, potentially leading to increased capital expenditures and emergence of new competitors, some of whom may have greater financial resources than us and other advantages due to their size;

• disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial intelligence (AI) applications and software applications to monitor supply and demand may significantly alter historical business models of the trucking industry, potentially leading to increased capital expenditures and emergence of new competitors, some of whom may have greater financial resources than us and other advantages due to their size;

• the trend toward increased sales in the e-commerce sector as opposed to the traditional brick and mortar store model could threaten the continued operation of our retail customers, which could reduce the demand for our services and adversely impact our revenues;

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The transportation industry is affected by business risks that are largely out of our control.

Businesses operating in the transportation industry are affected by risks that are largely out of their control, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Businesses operating in the transportation industry are affected by risks that are largely out of our control, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

These risks include health of the economy, weather and other seasonal factors, excess capacity in the transportation industry, supply chain disruptions, labor shortages, decline in U.S.

manufacturing, acts of terrorism, health epidemics, interest rates, inflation, fuel costs, fuel taxes, license and registration fees, healthcare costs, insurance premiums and coverage availability.

manufacturing, armed conflicts, acts of terrorism, health epidemics, interest rates, inflation, fuel costs, fuel taxes, license and registration fees, healthcare costs, insurance premiums and coverage availability.

We are dependent on cost and availability of qualified employees and purchased transportation.

There is significant competition for qualified drivers within the trucking industry and attracting and retaining qualified drivers has become more challenging as the available pool of qualified drivers has been decreasing in recent years.

Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program and the Commercial Driver's License Drug and Alcohol Clearinghouse of the FMCSA, have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.

Moreover, as a result of general macroeconomic factors and an increasingly competitive labor market, we are experiencing difficulty in hiring sufficient qualified employees to fill all available positions.

Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program (CSA) and the Commercial Driver’s License Drug and Alcohol Clearinghouse of the FMCSA, have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.

Moreover, as a result of general macroeconomic factors and the increasingly competitive labor market, we are experiencing difficulty hiring sufficient qualified employees to fill all available positions.

The most illustrative example is the significant shortfall of qualified drivers in the trucking industry;

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At times, we have been unable to hire qualified dockworkers, mechanics and office personnel.

We may experience shortages of qualified employees that could result in us not meeting customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We may experience shortages of qualified employees that could result in failure to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Our operating and growth strategy depends on our ability to maintain adequate capacity throughout our service network, and we rely on purchased transportation to meet these needs.

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We do not hedge against the risk of diesel fuel price increases.

Economic conditions, global political events, acts of terrorism, cyber security incidents, inflation, federal, state and local laws and regulations, natural or man-made disasters, adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel.

In the past, we have been able to obtain diesel fuel from various sources and in the desired quantities, but there can be no assurance that this will continue to be the case in the future and any shortage or interruption in the supply or distribution of diesel fuel could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

General economic conditions, global political events, armed conflicts, acts of terrorism, cybersecurity incidents, inflation, federal, state and local laws and regulations, world supply and demand imbalances, changes in refining capacity, public and investor sentiment, natural or man-made disasters, adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel.

In the past, we have been able to obtain diesel fuel from various sources and in the desired quantities, but there can be no assurance that this will continue to be the case in the future.

Any shortage or interruption in the supply or distribution of diesel fuel could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

To the extent not offset by diesel fuel surcharges or other customer price changes, volatility in diesel fuel prices could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Historically, we have been able to offset significant diesel fuel price volatility through fuel surcharges and other pricing adjustments but we cannot be certain that we will be able to do so in the future.

Historically, we have been able to offset significant diesel fuel price volatility through fuel surcharges and other pricing adjustments but we may not be able to do so in the future.

Fluctuations in our fuel surcharge recovery may result in fluctuations in our revenue.

Rapid and significant fluctuations in diesel fuel prices would reduce our profitability unless we are able to make the appropriate adjustments to our pricing strategy.

Rapid and significant fluctuations in diesel fuel prices could reduce our profitability unless we are able to make the appropriate adjustments to our pricing strategy.

Business and Operational Risks

Ongoing insurance and claims expenses could significantly reduce and cause volatility in our earnings.

We are regularly subject to claims resulting from personal injury, cargo loss, property damage, group healthcare and workers’

compensation claims.

The Company is self-insured for portions of medical, workers’

compensation, auto liability, casualty and cargo claims.

Ongoing insurance and claims expenses could materially reduce and cause volatility in our earnings.

We are regularly subject to claims resulting from personal injury, cargo loss, property damage, group healthcare and workers’ compensation claims.

The Company is self-insured for portions of medical, workers’ compensation, auto liability, casualty and cargo claims.

We maintain insurance with licensed insurance companies above these self-insured retention limits.

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This, along with legal expenses associated with claims, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.

To the extent the Company incurs one or more significant claims not covered by insurance, either because the claims are within our self-insured layer or because they exceed our total insurance coverage, our financial condition, results of operation, and liquidity could be materially and adversely affected.

To the extent the Company incurs one or more significant claims not covered by insurance, either because the claims are within our self-insured layer or because they exceed our total insurance coverage, our financial condition, results of operations, and liquidity could be materially and adversely affected.

Furthermore, insurance companies, as well as certain states, require collateral in the form of letters of credit or surety bonds for the estimated exposure of claims within our self-insured retentions.

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Commencing in 2017 and continuing through 2023, we implemented a strategy of significantly expanding our geographic and terminal network.

Over the past two years, we opened 18 new terminals, including 11 new terminals in 2022 and intend to open five new terminals during the first part of 2023.

There is no assurance that we will be successful at adding new markets or terminals as planned or that such markets or terminals will be profitable.

This expansion has required and will continue to require significant investments in purchased or leased terminals, equipment (including the purchase of new tractors and trailers), technology, employees and other related start-up costs to facilitate our growth plans.

Over the past two years, we opened 18 new terminals, including 7 new terminals in 2023.

We intend to open 15-20 new terminals in 2024.

There can be no assurance that we will be successful at adding new markets or terminals as planned or that such markets or terminals will be profitable.

Our expansion has required and will continue to require significant investments in purchased or leased terminals, equipment (including the purchase of new tractors and trailers), technology, employees and other related start-up costs to facilitate our growth plans.

Expansion could cause disruptions in our existing geography or customer service levels or require management to devote excessive time and effort to manage the expansion, which could materially adversely affect our business operations and profitability.

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We may experience decreased profitability until we are able to fully realize the benefits of the investment, if ever.

We face risks related to our purchase of certain real estate assets from Yellow Corporation.

In January 2024, we acquired 17 freight terminals and leases to operate an additional 11 freight terminals pursuant to a sale by Yellow Corporation under Sections 363 and 365 of Chapter 11 of Title 11 of the U.S.

In connection with such acquisition, the Company assumed certain liabilities related to those facilities, including assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S.

Bankruptcy Court for the District of Delaware.

The Company acquired these real estate assets on an as-is basis and could incur costs and expenses in connection with the acquisition that are unexpected or that exceed costs and expenses otherwise known.

Furthermore, the acquisition, refurbishment, integration, opening and operation of such facilities may be more disruptive to existing Company operations than anticipated or more expensive than expected.

There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such terminals.

We rely heavily on technology to operate our business and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation.

Our ability to attract and retain customers and compete effectively depends upon reliability of our technology network including our ability to provide services that are important to our customers.

Any disruption, failure or breach to our technology infrastructure (including technology products and services provided to us for use in our business by outside providers, including software as a service, and cloud-based products and services), including those impacting our computer systems and website, could adversely impact our customer service and revenues and result in increased risk of litigation or other costs.

Our cybersecurity and technology infrastructure (including technology products and services provided to us for use in our business by outside providers, including software as a service, and cloud-based products and services) may experience errors, interruptions, delays or damage from a number of causes, including power and internet outages, hardware, software and network failures, computer viruses, malware or other destructive software, internal design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions.

Our cybersecurity and technology infrastructure includes technology products and services provided to us for use in our business by outside providers such as software as a service and cloud-based products and services.

Our technology systems are constantly subject to attacks and efforts by outsiders to breach or gain access to our systems.

Any disruption, failure or breach to our cybersecurity processes, technology controls or information technology infrastructure, including those impacting our computer systems and website, could adversely impact our customer service and revenues and result in increased risk of litigation or other costs.

Our cybersecurity and technology infrastructure may experience errors, interruptions, delays or damage from a number of causes outside of our control including power and internet outages, hardware, software and network failures, computer viruses, malware or other destructive software, internal design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions.

While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully protect us from technology disruptions that could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, may be difficult to detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely.

evolution and adoption of AI technologies may intensify our cybersecurity risks.

A security breach of our systems or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and service customers, damage our reputation and brand, expose us to a loss of information or demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The Company maintains cybersecurity insurance in the event of an information security or cyber incident;

however, the coverage may not be sufficient to cover all financial losses.

Disruptions to our technology could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

A failure to keep pace with developments in technology could impair our operations or competitive position.

Our business demands the use of sophisticated systems and technology.

These systems and technologies must be refined, updated and replaced with more advanced systems on a regular basis in order for us to meet our customers’

demands and expectations.

These systems and technologies must be refined, updated and replaced with more advanced systems regularly in order for us to meet both internal requirements as well as our customers’ demands and expectations.

If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.

We also may not achieve the benefits that we anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs or could impair our operating results.

We also may not achieve the benefits that we anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs or could impair our results of operations.

Technology and new market entrants may also disrupt the way we and our competitors operate.

We expect our customers to continue to demand more sophisticated systems and technology-driven solutions from their suppliers.

If we do not pursue technological advances or engage in innovation, or if the new technology doesn’t yield the results we expect, we may be placed at a competitive disadvantage, lose customers, incur higher costs or fail to meet our growth strategy.

A failure to successfully pursue technological advances could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

We use AI in our business, and challenges with its use could result in reputational harm, competitive harm and legal liability, which could have a material adverse effect on our results of operations.

We incorporate AI solutions into our business operations, and these applications may become important in our operations over time.

Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected.

The use of AI may result in cybersecurity incidents that implicate the personal data of end users.

Any such cybersecurity incidents related to our use of AI could adversely affect our reputation and results of operations.

AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.

The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI to minimize unintended harmful impacts.

Employees of Saia are non-union.

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Congress could pass labor legislation, or the National Labor Relations Board or other federal agencies could issue regulations or administrative changes, which could make it significantly easier for unionization efforts to be successful.

Our expansion into new geographic territory, including the Northeast, could increase our overall risk of unionization.

Our expansion into new geographic territory, including the Northeast, and our acquisition of additional terminals previously operated by Yellow Corporation and its subsidiaries could increase our overall risk of unionization.

There can be no assurance that further unionization efforts will not occur in the future and that such efforts will be defeated.

The unionization of our employees could lead to restrictive work rules that could hamper our efforts to improve and sustain operating efficiency and impair our service reputation.

A strike or work stoppage could negatively impact our profitability and could damage customer and employee relationships.

As such, customers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages.

Unionization of any of our operations could lead to pressure on other employee sectors to unionize.

Additionally, an election and bargaining process could divert management’s time and attention from our overall objectives and impose significant expenses.

The non-union status of Saia is an important factor in our ability to compete in our markets, and if all or a portion of our workforce becomes unionized it could increase our costs and subject us to workplace rules, which could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

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Investment in new revenue equipment, including tractors and trailers, is a significant part of our annual capital expenditures.

The price of such equipment may increase as a result of inflation, increased demand for or decreased supply of such equipment or because of regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency (EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive reductions in exhaust emissions.

The regulations have increased prices for tractors and maintenance costs and may continue to do so in the future.

The price of such equipment may increase as a result of inflation, increased demand for or decreased supply of such equipment, increased cost of materials and labor or because of current or potential future regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency (EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive reductions in exhaust emissions and a transition to zero-emission vehicles.

Current regulations have increased prices for tractors and maintenance costs and may continue to do so in the future.

In addition, as we purchase new revenue equipment as part of our normal replacement cycle each year, we rely on the used equipment market to dispose of our older equipment.

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In addition, microchips are an important component of much of the equipment we use in our business, including tractors, forklifts, safety equipment and technology hardware.

We have experienced, and may continue to experience, an inability to obtain, or delays in the delivery of, equipment necessary for operations, including tractors, trailers and other equipment that contain microchips, as a result of manufacturing delays, supply chain disruptions and microchip shortages.

We have experienced, and may continue to experience, an inability to obtain, or delays in the delivery of, equipment necessary for operations, including tractors, trailers and

other equipment that contain microchips, as a result of manufacturing delays, supply chain disruptions and microchip shortages.

These manufacturing delays, supply chain disruptions and shortages have negatively affected and may continue to negatively affect our operations, increase our costs and impede our ability to grow and meet customer demand.

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Failure to comply with the FCPA may result in legal claims against us or subject us to substantial fines.

In addition, we face other risks associated with international operations and relationships, which may include restrictive trade policies, anti-corruption law enforcement, the renegotiation of international trade agreements, and imposition of duties, taxes or government royalties imposed by foreign governments.

Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters caused by climate change.

Our operations are subject to seasonal trends and fluctuations common in the transportation industry, which can impact our revenues and operating results in one or more quarterly periods.

Severe weather events and natural disasters, such as harsh winter weather, floods, hurricanes, tornadoes or earthquakes could adversely impact our performance by increasing costs, reducing demand, disrupting our operations or the operations of our customers or damaging or destroying our assets, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The Company and our customers are also vulnerable to the increasing impact of climate change and the potential impact of global warming.

Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes, tornadoes and other weather-related disasters.

Disasters created by extreme weather conditions could reduce the demand for our services, cause significant damage to or destruction of our facilities and equipment or the infrastructure we need to operate, which could result in temporary or long-term closures of our facilities and disruptions to our operations.

Damage caused by disasters could cause the

Company to incur significant expense for repair or replacement of damaged or destroyed facilities and equipment and increases in diesel fuel prices and insurance costs.

Severe weather events and natural disasters, such as harsh winter weather, floods, hurricanes, tornadoes, storms or earthquakes could adversely impact our performance by increasing costs, reducing demand, disrupting our operations or the operations of our customers or damaging or destroying our assets, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The Company and our customers are also vulnerable to the increasing impact of climate change.

Climate change may have an influence on the severity or frequency of extreme weather conditions.

Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes, tornadoes, storms and other weather-related disasters.

Disasters created by extreme weather or climate conditions could reduce the demand for our services and cause significant damage to or destruction of our facilities and equipment or the infrastructure we need to operate, which could result in temporary or long-term closures of our facilities and disruptions to our operations.

Damage caused by disasters or climate conditions could cause the Company to incur significant expense for repair or replacement of damaged or destroyed facilities and equipment and increases in diesel fuel prices and insurance costs.

This could also result in loss or damage to employee homes or being unable to relocate key employees.

This could result in adverse impact to the available workforce, damage to or destruction of freight and tractors and trailers, cancellation of orders, and breaches of customer contracts leading to reduced revenue.

The Company has previously experienced severe weather events, including hurricanes, floods and unseasonal snowstorms.

Such events could result in a material adverse impact to the available workforce, damage to or destruction of freight and tractors and trailers, cancellation of orders, and breaches of customer contracts leading to reduced revenue.

The Company has previously experienced severe weather events, including hurricanes, floods, storms and unseasonal snowstorms.

Similar events could disrupt our facilities or operations.

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Our business is highly capital intensive.

Our net capital expenditures for 2022 were approximately $365.5 million inclusive of equipment acquired with finance leases.

Additionally, we anticipate net capital expenditures in 2023 in excess of $400 million, subject to the ongoing evaluation of market conditions.

Our net capital expenditures for 2023 were approximately $437.2 million.

Additionally, we anticipate net capital expenditures in 2024 in excess of $1 billion, subject to the ongoing evaluation of market conditions.

We depend on cash flows from operations, borrowings under our credit facilities and operating and finance leases.

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Any of these could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Our credit agreement contains financial and other restrictive covenants and we may be unable to comply with these covenants.

Our credit agreements contain financial and other restrictive covenants and we may be unable to comply with these covenants.

A default could cause a material adverse effect on our business.

We must maintain certain financial and other restrictive covenants under our credit agreement, including among others, a maximum consolidated net lease adjusted leverage ratio.

If we fail to comply with any of the covenants under our credit agreement, we will be in default under the agreement which could cause cross-defaults under other financial arrangements.

We must maintain certain financial and other restrictive covenants under our credit agreements, including among others, a maximum consolidated net lease adjusted leverage ratio.

If we fail to comply with any of the covenants under our credit agreements, we will be in default under the agreement which could cause cross-defaults under other financial arrangements.

In the event of any such default, if we fail to obtain replacement financing, amendments to or waivers under the financing arrangement, our financing sources could cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable.

If acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or obtain required letters of credit, or we may have to issue securities which would dilute stock ownership.

Even if new financing

is made available to us, it may not be available on acceptable terms.

A default under our credit agreement could cause a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

If acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or obtain required letters of credit, or we may need to issue securities which would dilute stock ownership.

Even if new financing is made available to us, the terms may not be acceptable.

A default under our credit agreements could cause a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We are required to make significant estimates and assumptions in the preparation of our financial statements.

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The preparation of our consolidated financial statements in conformity with U.S.

generally accepted accounting principles requires our management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reported periods.

generally accepted accounting principles requires our management to make significant estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reported periods.

If our underlying estimates and assumptions prove to be incorrect or if events occur that require us to revise our previous estimates or assumptions, our financial condition and results of operations may be materially and adversely affected.

We must test our goodwill for impairment at least annually, which could result in a material, non-cash write-down of goodwill and could have a material adverse impact on our business.

Goodwill is subject to impairment assessments at least annually (or more frequently when events or changes in circumstances indicate that an impairment may have occurred) by applying a fair-value based test.

Our principal intangible asset is goodwill.

A loss of significant customers or a decrease in our market capitalization or profitability increases the risk of goodwill impairment.

An impairment charge could have a material adverse impact on our financial condition and results of operations.

If we are unable to retain our key employees, our business could be adversely impacted.

We depend on the efforts and abilities of our senior management.

The future success of our business will continue to depend in part on our ability to retain our current management team and to attract, hire, develop and retain highly qualified personnel in the future.

If we are unable to retain our key employees, our business could be materially adversely impacted.

We depend on the efforts and abilities of our senior management, and we believe their knowledge would be difficult to replicate.

The future success of our business will continue to depend in part on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future.

Competition for senior management is intense, and most members of our senior management do not have employment agreements.

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We may experience unusual employee turnover by our drivers, dockworkers, maintenance employees and other personnel that would result in operational deterioration.

If we are unable to attract and retain a sufficient number of qualified employees, we could be required to increase our compensation and benefits packages, or reduce our operations and face difficulty meeting customer demands, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

If we are unable to attract and retain a sufficient number of qualified employees, we could be required to increase our compensation and benefits packages, amend our hiring standards or reduce our operations and face difficulty meeting customer demands, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

An increase in the cost of healthcare benefits could have a negative impact on our business.

We maintain and sponsor very competitive health insurance and other benefits for our employees and their dependents to attract and retain our employees.

We cannot predict the impact that federal or state healthcare legislation or regulation could have on our operations, but it is possible that healthcare benefits and administration costs could

become increasingly cost prohibitive, either forcing us to reduce our benefits program (making it more difficult to attract and retain qualified employees) or require us to pay the higher costs.

We maintain and sponsor competitive health insurance and other benefits for our employees and their dependents to attract and retain our employees.

We cannot predict the impact that federal or state healthcare legislation or regulation could have on our operations, but it is possible that healthcare benefits and administration costs could become increasingly cost prohibitive, forcing us to either reduce our benefits program (making it more difficult to attract and retain qualified employees) or pay the higher costs.

Either outcome could materially adversely impact our financial condition, results of operations, liquidity and cash flows.

Our business depends in part on our strong reputation.

We believe that Saia’s corporate reputation is a valuable asset.

We believe that the Company’s corporate reputation and the positive image of our brand is a valuable asset.

As use of social media becomes more prevalent, our susceptibility to risks related to adverse publicity, whether or not justified, increases.

The immediacy of certain social media outlets precludes us from having real-time control over postings related to Saia, whether matters of fact or opinion.

Information distributed via social media could result in immediate unfavorable publicity for which we, like our competitors, do not have the ability to reverse.

Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy concerns, truck accidents, environmental and sustainability issues, other ESG matters and analyses, and similar matters, even when based on erroneous information, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships.

The immediacy of certain social media outlets precludes us from having real-time control over postings related to the Company, whether matters of fact or opinion.

Information distributed via social media could result in immediate unfavorable publicity that we, like our competitors, do not have the ability to reverse.

This unfavorable publicity could result in damage to our reputation and therefore materially adversely impact our operations and profitability.

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• difficulty in integrating the operations and personnel of the acquired company or unanticipated costs to support new business lines or separate legal entities;

• unanticipated issues in the assimilation and consolidation of IT, communications, and other systems, including additional systems training and other labor inefficiencies;

• disruption of our ongoing business, distraction of our management and employees from other opportunities and challenges due to integration issues;

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• potential loss of key customers or employees of acquired companies along with the risk of unionization of employees;

temporary depression in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets;

• temporary depression in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets;

• inability to achieve the financial and strategic goals for the acquired and combined businesses;

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We face litigation risks that could have a material adverse effect on the operation of our business.

We face litigation risks regarding a variety of issues, including without limitation, accidents involving our trucks and employees, workers’

compensation claims, federal and state labor and employment law claims, securities claims, environmental liability and other matters.

We face litigation risks regarding a variety of issues, including without limitation, accidents involving our trucks and employees, workers’ compensation claims, federal and state labor and employment law claims, securities claims, environmental liability and other matters.

These proceedings may be time-consuming, expensive and disruptive to normal business operations.

The defense of such lawsuits could result in significant expense and the diversion of our management’s time and attention from the operation of our business.

In recent years, several insurance companies have completely stopped offering coverage to trucking companies, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.

This trend could adversely affect our ability to obtain suitable

insurance coverage, could significantly increase our cost of obtaining such coverage or could subject us to significant liabilities for which no insurance is in place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The defense of such lawsuits could result in significant expense and the diversion of our management’s time and attention from the operation of our business.

In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.

This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost of obtaining such coverage or could subject us to significant liabilities for which no insurance is in place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Costs we incur to defend or to satisfy a judgment or settle claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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In December 2022, the EPA finalized new stringent emission standards to reduce nitrogen oxides and also establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan.

The EPA intends to propose further regulation under the Clean Trucks Plan in 2023.

In December 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.

In April 2023, the EPA proposed a new rule under the Clean Trucks Plan that would implement more stringent standards to reduce greenhouse gas emissions from heavy-duty vehicles by reducing carbon emissions and increasing use of zero-emission vehicle technology.

At the state level, in December 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.

Future strengthening of EPA, CARB or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance.

CARB has also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California.

CARB’s Advanced Clean Truck regulation is designed to ensure that zero-emission vehicles are brought to market in California.

That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales starting with model year 2024.

By 2035, zero-emission truck/chassis sales must account for 40% of truck tractor sales in the state.

CARB has also proposed the Advanced Clean Fleets regulation that would mandate that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles.

As proposed, the phase-in period would be from 2027 to 2045, depending on the class of vehicle.

While CARB’s Advanced Clean Truck regulation and proposed Advanced Clean Fleets regulation may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained.

In April 2023, CARB adopted the Advanced Clean Fleets regulation, mandating that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles.

The regulation includes a phase-in period from 2027 to 2045, depending on the class of vehicle.

Other states have signed a multi-state agreement to require 100% sales of zero-emission trucks by 2050.

While CARB’s Advanced Clean Truck regulation and Advanced Clean Fleets regulation may permit companies to seek exemptions or relief, there are no assurances that relief from either regulation will be obtained.

At this point, there are virtually no zero-emissions vehicles widely available that are suitable replacements for current technology used in less-than-truckload operations.

In addition, there does not appear to be sufficient infrastructure in place to support an electric vehicle fleet operation throughout our current terminal network.

If zero-emission vehicles are not available or not commercially viable for the less-than-truckload market, we may be required to modify or curtail our operations in California.

If zero-emission vehicles are not available or not commercially viable for the less-than-truckload market, we may be required to modify or curtail our operations in California or other states that may adopt similar regulations.

During any transition to zero-emission trucks, due to the mandates on manufacturers limiting diesel engine sales, we may be forced to continue using older model diesel trucks that may require higher maintenance costs or be less reliable.

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In addition, various federal and state authorities impose significant operating taxes on the transportation industry, including fuel taxes, tolls, excise and other taxes.

There can be no assurance that

such taxes will not substantially increase or that new or revised forms of operating taxes or tax laws or regulations, such as those included in the Tax Cuts and Jobs Act, will not be imposed on the industry.

Higher tax rates, claims, audits, investigations or legal proceedings involving taxing authorities could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

There can be no assurance that such taxes will not substantially increase or that new or revised forms of operating taxes or tax laws or regulations, will not be imposed on the industry.

Higher tax rates, claims, audits, investigations or legal proceedings involving

taxing authorities could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The FMCSA rules on motor carrier driver hours of service limit the maximum number of hours a driver may be on duty between mandatory off-duty hours.

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The Company’s operations are subject to a variety of other federal, state and local laws and regulations, including labor and employment, wage and hour and employee benefit laws and regulations, tax, environmental, health and safety, data privacy, anti-trust and securities laws and regulations.

Compliance with these laws and regulations in onerous and expensive.

Compliance with these laws and regulations is onerous and expensive.

New and changing laws and regulations can adversely affect the Company’s business by increasing costs and requiring changes to the Company’s business.

New and changing laws and regulations can also create uncertainty about how such laws and regulations will be interpreted and applied.

The Company has implemented policies and procedures designed to ensure compliance but there can be no assurance the Company's employees, contractors or agents will not violate such laws and regulations or the Company's policies and procedures.

There can be no assurance the Company’s employees, contractors or agents will not violate such laws and regulations or the Company’s policies and procedures.

If the Company is found to have violated laws and regulations, it could materially adversely affect the Company’s business, reputation, results of operations and financial condition.

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Our business is subject to increased legislative and regulatory efforts regarding data protection and transparency in how data is used and stored.

State governments have enacted data protection laws, including the State of California’s California Consumer Privacy Act of 2018 as amended and extended by the California Privacy Rights Act in November of 2020.

State governments have enacted and may enact in the future data protection laws, including the State of California’s California Consumer Privacy Act of 2018 as amended and extended by the California Privacy Rights Act in November of 2020.

As a transportation and logistics provider, we collect and process significant amounts of customer data on a daily basis.

Complying with the new data protection laws may increase our compliance costs or require alterations to our data handling practices.

Complying with data protection laws may increase our compliance costs or require alterations to our data handling practices.

The increasing scope and complexity and the uncertainty of the interpretation and enforcement of these laws create regulatory risk.

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Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances can occur and may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

In addition, there is global scientific consensus that emissions of greenhouse gases (GHG) continue to alter the composition of Earth’s atmosphere in ways that are affecting and are expected to continue to affect the global climate.

As these climate change concerns become more prevalent, federal, state and local governments and our customers are increasingly sensitive to these issues.

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The EPA could also decide to further regulate GHG emissions.

These regulations could increase the costs of replacing and maintaining tractors, cause us to incur additional taxes, direct costs and capital expenditures to make changes to our operations in order to comply with any new regulations and

customer requirements.

The regulations could also cause delays in our operations if they require the Company to be subject to a maximum emissions allowance and could result in losses to our revenue.

We could also lose revenue if our customers divert business from us because we have not complied with their sustainability requirements.

We are subject to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with environmental programs.

Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure, business, or results of operations.

We could lose revenue if our customers divert business from us because we have not complied with their sustainability requirements.

These costs, changes and loss of revenue could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We may incur additional costs from new and existing laws and regulations regarding how to classify workers.

State governments have enacted, and may enact in the future, laws classifying the employment status of workers, including the State of California’s Assembly Bill 5, which classifies workers in California and presumes that a worker is an employee rather than an independent contractor.

In January 2024, the U.S.

Department of Labor issued its final rule regarding whether a worker is an employee or an independent contractor under the federal Fair Labor Standards Act, expanding the federal test and favoring a worker being classified as an employee.

Although we do not typically use independent contractors in our workforce, firms that provide services to Saia often do use independent contractors, and these new laws and regulations could lead to the reclassification of independent contractors as employees increasing the prices charged by such firms providing services to Saia, including the cost of purchased transportation.

CSA could adversely affect our results of operations and ability to maintain or grow our business.

CSA is an enforcement and compliance model required by the FMCSA that assesses a motor carrier’s on-road performance and investigation results for a 24-month period using roadside stops and inspections, resulting in safety and performance ratings in the following categories:

unsafe driving;

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and crash indicators.

The CSA evaluations are used to rank carriers and individual drivers and to select carriers for audit and other interventions.

The CSA evaluations are used to rank carriers and individual drivers and to select carriers for audit and other interventions or enforcement action.

If we receive unacceptable CSA scores, our relationships with our customers or our reputation could be damaged, which could result in decreased demand for our services.

The requirements of CSA could also shrink the industry’s pool of drivers as those with unfavorable scores could leave the industry.

While the ultimate impact of CSA is not fully known, it is possible that future CSA rulemaking could adversely impact our ability to attract and retain drivers which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

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These types of standards, practices and regulations could have a material adverse impact on our financial position, results of operations, liquidity and cash flows.

The Company's business, results of operations, financial condition and stock price have been adversely affected and could in the future be materially adversely affected by the COVID-19 pandemic.

The COVID-19 pandemic and the measures taken by many governments in response have adversely affected and could in the future materially adversely impact the Company's business, results of operations, financial condition and stock price.

The Company continues to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities.

The extent to which the COVID-19 pandemic may impact the Company’s operational and financial performance remains uncertain and will depend on many factors outside the Company’s control, including the timing, extent and duration of the pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for products and services.

Additional future impacts on the Company may include material adverse effects on demand for the Company’s services, supply chain disruptions, the Company’s ability to execute its operating and strategic plans, and the Company’s profitability and cost structure.

To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations, financial condition and stock price, it may also have the effect of heightening many of the other risks described in this Part I, Item1A of this Form 10-K.

The conflict between Russia and Ukraine could adversely impact our business and financial results .

The consequences of the Russia-Ukraine conflict such as embargoes, regional instability, geopolitical shift, access to natural gas, higher energy prices, potential retaliatory action by the Russian government, including nationalization of foreign businesses, increased tensions between the U.S.

and other countries, and the extent of the conflict’s effect on the global economy, cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein.

Ultimately, these or other factors could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Further deterioration in relations involving China and Taiwan could adversely impact our business and financial results.

The People’s Republic of China, or PRC, asserts sovereignty over all of China, including Taiwan, certain other islands, and all of mainland China.

The PRC government does not recognize the legitimacy of the Taiwan government and has indicated that it may use military force to gain control over Taiwan in certain circumstances, such as the declaration of independence by Taiwan.

There is also a risk that the PRC government may unilaterally seek to occupy Taiwan by force without a clear triggering event.

Any such event could cause significant disruption to global economic activity and supply chains and significant volatility and disruption of global financial markets which could materially adversely affect our financial condition, results of operation, liquidity and cash flows.

Health epidemics, pandemics and similar outbreaks have had, and may continue to have, material adverse effects on the Company’s business, results of operations, financial condition and stock price.

Health epidemics, pandemics and similar outbreaks can have significant and widespread impacts.

As we saw during the COVID-19 pandemic, the measures taken by many governments in response adversely affected and could in the future continue to adversely affect the Company’s business, results of operations, financial condition and stock price.

The extent to which a health epidemic, pandemic or outbreak may impact the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control, including the timing, extent and duration of the health event, the development, availability, distribution and effectiveness of vaccines or treatments, the imposition of protective public safety measures, and the impact of the outbreak on the global economy and demand for products and services.

Additional future effects on the Company could include material adverse impacts on demand for the Company’s services, the Company’s ability to execute its operating and strategic plans, the Company’s profitability and cost structure, and supply chain disruptions.

The Company faces risks from certain international conflicts that could adversely impact our business and financial results .

International security concerns and conflicts, including those in Russia-Ukraine, Taiwan-China, Israel-Gaza and other geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof, have had and could continue to have a material adverse effect on global trade and economic activity.

The consequences of such conflicts include embargoes, regional instability, supply chain disruptions, disruptions of global financial markets, reduced access to natural gas and higher energy prices.

The extent of a conflict's effect on the global economy cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein.

Ultimately, these or other factors associated with international conflicts could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

We are subject to increasing investor and customer sensitivity to social and sustainability issues and our failure to address these issues could impact the price of our stock and the demand for our services.

Investors and customers are increasingly focused on non-financial factors when evaluating and selecting investments and companies with which to do business, the effect of which is demonstrated by the growth of Environmental, Social & Governance (ESG) metrics.

This focus is rapidly growing and evolving.

Despite our efforts to adapt to and address these concerns, our Company’s efforts may be insufficient and our industry may be generally disfavored by the investing community at large.

Despite our efforts to adapt to and address these concerns, our Company’s efforts may be insufficient, and our industry may be generally disfavored by the investing community at large.

Due to the rapid evolution of tracking scorecards in sustainable investing, it is difficult to predict how our efforts with respect to social and sustainability matters will be evaluated by current and prospective investors and customers.

As a result, investors may choose not to purchase our stock, which may result in a general decline in the market price for our shares, and customers may elect not to do business with us, which would reduce our revenues.

It is possible the increasing focus on social and sustainability matters could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The increasing focus on social and sustainability matters could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Certain provisions of our governing documents and Delaware law could have anti-takeover effects.

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Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction.

Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us.

Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of the Company.

Our Restated Certificate of Incorporation and By-laws contain certain provisions which may have the effect of delaying, deferring or preventing a change of control of the Company.

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These provisions may inhibit fluctuations in the market price of our common stock that could result from takeover attempts.

If we raise additional capital in the future, stockholders’

ownership in us could be diluted.

If we raise additional capital in the future, our stockholders’ ownership in the Company could be diluted.

Any issuance of equity we may undertake in the future could cause the price of our common stock to decline or require us to issue shares at a price that is lower than that paid by holders of our common stock in the past, which would result in those newly issued shares being dilutive.

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Weakness or a loss of confidence in the financial markets could cause a decline in our share price and cause broader economic downturns.

An economic downturn could lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’

inability to pay their accounts, or increase insolvency of our customers, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

An economic downturn could lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’ inability to pay their accounts, or increase insolvency of

our customers, any of which could materially adversely affect on our financial condition, results of operations, liquidity and cash flows.

Disruptions in the credit markets, including in the availability and cost of short-term funds for liquidity and letter of credit requirements, may adversely affect our business and our ability to meet long-term commitments.

If internal funds are not available from our operations, we may be required to rely on the capital and credit markets to meet our financial commitments and short-term liquidity needs.

Disruptions in the capital and credit markets could adversely affect our ability to draw on our bank revolving credit facility and obtain letters of credit required for our insurance programs.

Disruptions in the capital and credit markets could adversely affect our ability to draw on our credit facilities and obtain letters of credit required for our insurance programs.

Our access to funds and letters of credit under that credit facility is dependent on the ability of the banks that are parties to the facility to meet their funding commitments.

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• Litigation involving our company, our industry or both;

News reports or trends, concerns and other issues related to us or our industry, including changes in regulations;

Other factors described in this “Risk Factors”

• News reports or trends, concerns and other issues related to us or our industry;

• Other factors described in this “Risk Factors” section.

Our stock price, financial condition, results of operations, liquidity and cash flows could be materially adversely affected by an unfavorable outcome resulting from these risks and uncertainties.

Unresolved Staff Comments

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors