41 unchanged sentences
Certain information regarding executive officers of Saia is included above in Part I of this Form 10-K under the caption “Information about our Executive Officers”.
+Added: The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the Company's definitive proxy statement for its annual meeting of stockholders, which will be held on April 24, 2025, and is incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer, principal financial officer, and principal accounting officer or controller.
1 unchanged sentence
The Company intends to disclose any amendments to, or waivers from, its Code of Business Conduct and Ethics that apply to the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller on the Company’s website, www.saia.com/about-us/investor-relations/governance, under the “Governance” caption, promptly following the date of any such amendment or waiver.
+Added: The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons, and the Company itself.
+Added: The Company believes that its insider trading policy is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Executi ve Compensation
25 unchanged sentences
0-49983) filed on December 11, 2023).
−Removed: Restated Certificate of Incorporation of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.
−Removed: 0-49983) filed on July 26, 2006).
−Removed: Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.
−Removed: (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.
−Removed: 0-49983) filed on July 2, 2021).
−Removed: Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.
−Removed: (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.
−Removed: 0-49983) filed on June 9, 2022).
−Removed: Certificate of Amendment to Restated Certificate of Incorporation of Saia, Inc.
−Removed: (incorporated herein by reference to Exhibit 3.2 of Saia, Inc.’s Form 8-K (File No.
−Removed: 0-49983) filed on June 9, 2022).
+Added: Second Amended and Restated Certificate of Incorporation of Saia, Inc., (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.
+Added: 0-49983) filed on May 1, 2024).
Amended and Restated By-laws of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No.
0-49983) filed on July 29, 2008).
−Removed: Certificate of Elimination filed with the Delaware Secretary of State on December 16, 2010 (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File 0-49983) filed on December 20, 2010).
Description of Securities of the Registrant (incorporated herein by reference to Exhibit 4.1 of Saia, Inc’s Form 10-K (File 0-49983) for the year ended December 31, 2022).
−Removed: Master Shelf Agreement, dated as of November 9, 2023, between Saia, Inc., The Prudential Insurance Company of America and other Noteholders named therein (incorporated by reference to Exhibit 4.1 of Saia, Inc’s Form 8-K (File No.
+Added: Private Shelf Agreement, dated as of November 9, 2023, between Saia, Inc., The Prudential Insurance Company of America and other Noteholders named therein (incorporated by reference to Exhibit 4.1 of Saia, Inc’s Form 8-K (File No.
0-49983) filed on November 15, 2023).
−Removed: Sixth Amended and Restated Credit Agreement, dated as of February 5, 2019, by and among Saia, Inc., BOKF, NA dba Bank of Oklahoma, N.A., as Administrative Agent and Collateral Agent, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No.
−Removed: 0-49983) filed on February 11, 2019).
Credit Agreement dated February 3, 2023 by and among Saia, Inc., JP Morgan Chase, N.A.
3 unchanged sentences
Amendment No.
−Removed: 1 to Credit Agreement, dated as of October 31, 2023, by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein (incorporation herein by reference to Exhibit 10.1 of Saia, Inc’s Form 8-K (File No.
+Added: 1 to Credit Agreement dated as of October 31, 2023 by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.'s Form 8-K (File No.
0-49983) filed on November 6, 2023).
+Added: Amendment No.
+Added: 2 to Credit Agreement, dated as of December 9, 2024, by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein (including a conformed Credit Agreement as Exhibit A thereto) (incorporation herein by reference to Exhibit 10.1 of Saia, Inc’s Form 8-K (File No.
+Added: 0-49983) filed on December 10, 2024).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No.
3 unchanged sentences
0-49983) for the year ended December 31, 2003).*
−Removed: Description of Exhibit
Form of Executive Severance Agreement used prior to 2009 (incorporated herein by reference to Exhibit 10.9 of Saia, Inc.’s Form 10-K (File No.
12 unchanged sentences
0-49983) filed on March 6, 2020).*
+Added: Description of Exhibit
Employment Agreement between Saia, Inc.
37 unchanged sentences
0-49983) filed on February 9, 2015).*
−Removed: Description of Exhibit
Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.
11 unchanged sentences
0-49983) filed on February 25, 2019).*
+Added: Description of Exhibit
Form of Performance Unit Award Agreement under the Saia, Inc.
+Added: 2018 Omnibus Incentive Plan for Performance Units Awarded in 2024 (incorporated herein by reference to Exhibit 10.13(2) of Saia’s Form 10-K (File No.
+Added: 0-49983) filed on February 23, 2024.*
+Added: Form of Performance Unit Award Agreement under the Saia, Inc.
2018 Omnibus Incentive Plan for Performance Units Awarded in 2025.*
12 unchanged sentences
Form of Restricted Stock Agreement under the Saia, Inc.
+Added: 2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2024 (incorporated by reference to Exhibit 10.14(5) of Saia’s Form 10-K (File No.
+Added: 0-49983) filed on February 23, 2024).*
+Added: Restricted Stock Agreement under the Saia, Inc.
+Added: 2018 Omnibus Incentive Plan for Restricted Stock Awarded to Frederick J.
+Added: Holzgrefe, III in 2024 (incorporated by reference to Exhibit 10.14(6) of Saia’s Form 10-K (File No.
+Added: 0-49983) filed on February 23, 2024).*
+Added: Form of Restricted Stock Agreement under the Saia, Inc.
2018 Omnibus Incentive Plan for Restricted Stock Awarded in 2025.*
16 unchanged sentences
0-49983) filed on February 25, 2020).*
−Removed: Description of Exhibit
Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.
6 unchanged sentences
0-49983) filed on February 25, 2020).*
+Added: Description of Exhibit
Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.
2018 Omnibus Incentive Plan for Options Awarded in 2021 (incorporated by reference to Exhibit 10.17.7 of Saia, Inc.’s Form 10-K (File No.
−Removed: 0-49983) filed February 24, 2021).*
+Added: 0-49983) filed on February 24, 2021).*
Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc.
1 unchanged sentence
Holzgrefe, III in 2021(incorporated by reference to Exhibit 10.17.8 of Saia, Inc.’s Form 10-K (File No.
−Removed: 0-49983) filed February 24, 2021).*
+Added: 0-49983) filed on February 24, 2021).*
+Added: Amended and Restated Insider Trading Policy.
Subsidiaries of Registrant.
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Clawback Policy
+Added: Clawback Policy (incorporated by reference to Exhibit 97 of Saia, Inc.’s Form 10-K (File No.
+Added: 0-49983) filed on February 23, 2024).
The following financial information from Saia, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
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February 24, 2025
−Removed: /s/ Douglas L.
+Added: /s/ Matthew J.
Executive Vice President and Chief Financial Officer
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February 24, 2025
−Removed: /s/ Douglas L.
+Added: /s/ Matthew J.
Executive Vice President and Chief Financial Officer, Saia, Inc.
21 unchanged sentences
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.