What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-24 compared with 2025-02-24 · 128 added, 106 removed, 157 unchanged (60% of the section changed)

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together with its subsidiaries, the Company or Saia).

We provide less-than-truckload (LTL) services through a single integrated organization.

While more than 97% of our revenue is derived from transporting LTL shipments, we also offer customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.

We provide national less-than-truckload (LTL) services through a single integrated organization.

While approximately 97% of our revenue is derived from transporting LTL shipments, we also offer customers a wide range of other value-added services, including brokered truckload and expedited transportation and other logistics services across North America.

Founded in 1924, Saia Motor Freight Line, LLC (Saia LTL Freight), a wholly-owned subsidiary of Saia, Inc., is a leading LTL carrier that provides direct service to the 48 contiguous states and provides LTL services to Canada and Mexico through relationships with third-party interline carriers.

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Saia LTL Freight primarily provides its customers with solutions for shipments between 100 and 10,000 pounds.

As of December 31, 2024, Saia LTL Freight operated a network comprised of 214 owned and leased terminals, plus three general offices and one warehouse.

As of December 31, 2025, Saia operated a network comprised of 213 owned and leased terminals, plus three general offices and one warehouse.

At December 31, 2025, Saia LTL Freight owned approximately 7,700 tractors and 26,500 trailers, including equipment acquired with finance leases.

Over the past five years, Saia has invested in excess of $2.5 billion in capital expenditures, primarily for real estate, revenue equipment and technology.

The real estate investments have been made to support Saia’s long-term strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and support our goals to gain market share.

Equipment and technology investments have been made to support this growth as well as improve our fleet.

The investments have provided us improved fuel economy, enhanced safety features across the fleet and reduced carbon emissions.

We have also made investments in technology to support our growth, including investments in network optimization, data analytics around operations and profitability, customer service, training and business processes.

In January 2024 Saia closed on the purchase of 17 freight terminals and acquired leases for an additional 11 terminals through the Chapter 11 bankruptcy proceedings of Yellow Corporation.

Over time Saia intends to integrate these terminals into its network to allow for more direct service to the customer.

These real estate investments have been made to support Saia’s long-term strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and position us to gain market share.

Investments in equipment and technology have supported this growth while maintaining and modernizing our fleet, resulting in improved fuel efficiency, enhanced safety features and reduced carbon emissions.

In addition, we have invested in technology to strengthen our network and operations, including network optimization, advanced data analytics for operational and profitability insights, customer service enhancements, training and streamlined business processes.

In 2025, Saia generated revenue of $3.2 billion and operating income of $352.2 million compared to revenue of $3.2 billion and operating income of $482.2 million in 2024.

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In 2024, the average Saia LTL Freight shipment weighed approximately 1,343 pounds and traveled an average distance of approximately 891 miles.

The trucking industry consists of three segments:

a private fleet segment and two “for-hire” carrier segments.

The private fleet segment consists of fleets owned and operated by shippers who move their own goods.

The two “for-hire” carrier segments, truckload and LTL, are defined by the typical shipment sizes handled by the transportation service companies.

Truckload refers to providers generally transporting shipments greater than 10,000 pounds and LTL refers to providers generally transporting shipments less than 10,000 pounds.

Saia is primarily an LTL carrier.

In addition to the three main trucking segments, Saia also competes with small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.

The trucking industry consists of three categories:

private fleets and two categories of “for-hire” carriers.

The private fleets are owned and operated by shippers that use their own equipment to transport their products.

The two “for-hire” carrier categories - truckload and LTL - are generally distinguished by shipment sizes handled by the transportation service companies.

Truckload carriers typically handle shipments greater than 10,000 pounds, while LTL carriers generally transport shipments under that threshold.

Saia operates primarily as an LTL carrier.

In addition to the three main trucking categories, Saia also competes with small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.

LTL carriers typically pick up numerous shipments, generally ranging from 100 to 10,000 pounds, consolidate them at local carrier-operated freight terminals and then transport the shipments from the terminal to the carrier-operated destination terminal for delivery to the ultimate destination.

As a result, LTL carriers require expansive

networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the local terminals.

The truckload segment is the largest portion of the “for-hire” carrier market.

As a result, LTL carriers require expansive networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the local terminals.

The truckload category is the largest portion of the “for-hire” carrier market.

Truckload carriers primarily transport large shipments from origin to destination with no intermediate handling.

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However, the lack of a network can subject their drivers to extended periods away from home, often resulting in higher driver turnover and periodic driver shortages.

The truckload segment is comprised of several major carriers and numerous small entrepreneurial players.

The truckload category is comprised of several major carriers and numerous small entrepreneurial players.

At the most basic level, a truckload carrier can be started with capital for rolling stock (a tractor and a trailer), insurance, a driver and little else.

As truckload carriers become larger in scale, capital is needed for technology, infrastructure and some limited facilities.

Saia LTL Freight may participate in the truckload market as a means to fill empty miles in lanes that are not at capacity.

Saia also offers its customers the truckload and expedited offerings of its non-asset operations.

Capital requirements are significantly higher in the traditional LTL segment versus the truckload segment.

Saia may participate in the truckload market as a means to fill empty miles in lanes that are not at capacity.

Saia also offers its customers the truckload and expedited offerings of its logistics operations.

Capital requirements are significantly higher in the traditional LTL category versus the truckload category.

In the LTL sector, substantial amounts of capital are required for a network of freight terminals, shipment handling equipment and revenue equipment (both for city pick-up, delivery and linehaul).

In addition, investment in technology has become increasingly important in the LTL segment largely due to the number of transactions and number of customers served on a daily basis.

Saia LTL Freight picks up approximately 35,000 shipments per day, each of which has a shipper and consignee, and sometimes a third-party payor, all of whom need access to information in a timely manner.

In addition to customer service, technology plays a key role in improving operations efficiency and compliance, safety and revenue management.

As a result of the significant infrastructure required to operate an LTL carrier, the LTL segment is more concentrated than the truckload segment with the largest LTL players operating nationally or in regional markets.

In addition, investment in technology has become increasingly important in the LTL category largely due to the number of transactions and number of customers served on a daily basis.

Saia LTL Freight picks up approximately 35,000 shipments per day, each of which has a shipper, a consignee and sometimes a third-party payor, all of whom need access to information in a timely manner.

In addition to customer service, technology plays a key role in improving operational efficiency and compliance, as well as safety and revenue management.

As a result of the significant infrastructure required to operate an LTL carrier, the LTL category is more concentrated than the truckload category with the largest LTL players operating nationally or in regional markets.

Driver turnover in the LTL sector is significantly lower relative to the truckload sector, although LTL carriers also face periodic driver shortages.

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Key elements of our business strategy include:

Continue to focus on operating safely.

Operate safely.

Our most valuable resource is our employees.

It is a corporate priority to continuously emphasize the importance of safe operations to reduce both the frequency and severity of injuries and accidents.

As part of our ongoing replacement and growth of our tractor fleet, we have been adding accident avoidance technology over the last several years in our new over-the-road tractors, including active braking assistance, adaptive cruise control, lane departure warning systems and roll stability control.

As part of our ongoing replacement and expansion of our tractor fleet, we have incorporated accident avoidance technologies in our new over-the-road tractors.

These features include active braking assistance, adaptive cruise control, lane departure warning systems and roll stability control.

This emphasis on safe operations is important to protecting our employees and the communities in which we operate.

A safety first focus has the added benefit of helping to control inflationary insurance costs.

Employee engagement.

We are focused on maintaining strong relationships with our employees.

We invest in our employees through training and professional development programs, safety training, wellness programs, internal employee communications and employee recognition programs, along with providing competitive wages and employee benefit programs.

For further information on employee engagement efforts, see Human Capital Management section below.

Manage pricing and business mix.

This element of our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our network more profitably.

Expansion of our geographic footprint and improvement in our service offering over the last several years has allowed the Company to provide unique solutions to our customers which has lead to increases in revenue per shipment, excluding fuel surcharges.

This element of our business strategy focuses on optimizing both the pricing of our services and the mix of freight we handle to enhance the overall profitability of our network.

In recent years, our expanded geographic footprint and strengthened service offerings have enabled us to deliver differentiated solutions to customers, contributing to increases in revenue per shipment, excluding fuel surcharges.

Increase density in existing geographies.

We gain operating leverage by growing volume and density within our existing geography.

Depending on pricing and the specific geography, we estimate that the potential incremental profitability on growth in current markets can be significant.

We actively monitor opportunities to add freight terminals where there is sufficient market potential.

Future volume growth at Saia could result from improvements in the general economy, industry consolidation, geographic expansion and strategic acquisitions, as well as specific sales and marketing initiatives.

Continue to focus on delivering best-in-class service.

The foundation of Saia’s growth strategy is consistent delivery of high quality service through on-time delivery and reduced claims for lost and damaged freight.

Customers value commitment to service quality, which allows us to charge fair compensation for our services and positions us to improve market share.

Continue to focus on improving operating efficiencies.

We have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul scheduling and pick-up and delivery operations.

These initiatives help offset a variety of structural cost increases like wages, healthcare benefits, casualty insurance, workers’ compensation claims, casualty claims and parts and maintenance expense.

Optimizing our linehaul scheduling and pick-up and delivery operations provides the opportunity to better utilize assets and thus reduce fuel consumption and carbon emissions.

We believe we continue to be well positioned to manage costs, utilize assets and explore additional opportunities for cost savings.

Continue growing the organization through an expanded geographic terminal footprint.

We plan to further pursue geographic expansion and build additional density in markets to promote profitable growth and improve our customer value proposition over time.

As a result, we plan to continue to invest in new terminals, in our tractor and trailer fleet and in new technology to enable us to efficiently handle the increased volume we anticipate within new and existing markets.

In addition to direct expansion through adding new terminals, we may consider acquisitions from time to time to help expand geographic reach and density while gaining the business base of the acquired entity.

Continue to address environmental and employee relations.

Depending on general economic conditions, pricing and the specific geography, we estimate that the potential incremental profitability on growth in current markets can be significant.

We continuously evaluate opportunities to expand our terminal network in new and existing markets that demonstrate sufficient long-term demand.

Future volume growth at Saia may result from improvements in broader economic conditions, industry consolidation, continued geographic expansion, strategic acquisitions, and targeted sales and marketing initiatives designed to enhance customer engagement and support sustained growth.

Deliver best-in-class service.

The foundation of our growth strategy is the consistent delivery of high quality service, demonstrated through reliable on-time delivery and reduced claims for lost or damaged freight.

Our customers place significant value on service quality, which supports our ability to obtain appropriate compensation for the services we provide and enhances our positioning to capture additional market share.

Improve operating efficiencies.

We have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul and pick-up and delivery operations.

These initiatives help offset a variety of structural cost increases like wages, healthcare benefits, casualty claims and related insurance, workers’ compensation claims and parts and maintenance expense.

Enhancing the efficiency of our linehaul and pick‑up and delivery operations supports more effective utilization of our employees, equipment and resources.

These efforts also contribute to reductions in fuel consumption and associated carbon emissions, consistent with our broader sustainability objectives and our commitment to minimizing the environmental impact of our operations.

We believe we remain well positioned to manage costs effectively, optimize asset utilization and explore additional opportunities for incremental cost savings.

Grow geographic terminal footprint.

We intend to continue pursuing geographic expansion and build additional density in key markets to support profitable growth and strengthen our customer value proposition.

Accordingly, we plan to continue investing in new terminals, in our tractor and trailer fleet and in advanced technologies to enable us to efficiently handle the increased volume we anticipate across both new and existing markets.

In addition to organic expansion through new terminal openings, we may evaluate strategic acquisition opportunities from time to time to further extend our geographic reach, increase network density and acquire complementary customer bases.

Address environmental impact of our operations.

We are dedicated to building on our strong, positive culture by being a leading corporate citizen for the benefit of our customers, employees, communities and stockholders.

In recent years, we have invested heavily in our tractor and trailer fleet to improve fuel efficiency and reduce carbon emissions, while also improving safety and reliability and lowering maintenance expenses.

We are also working to optimize our linehaul scheduling and pick-up and delivery operations to better utilize our assets and thus further improve fuel consumption and carbon emissions.

We are conducting pilot programs involving the use of alternative fuels for our operations, including testing of tractors powered by compressed natural gas and electricity.

In recent years, we have made significant investments in our tractor and trailer fleet to improve fuel efficiency, reduce emissions, and enhance safety, reliability and maintenance performance.

We are also working to optimize our linehaul scheduling and pick-up and delivery operations to improve asset utilization as well as further reduce fuel consumption and related emissions.

Since the formalization of our sustainability program in 2022, we have scaled the use of alternative fuels utilizing renewable diesel, compressed natural gas (CNG) vehicles running renewable natural gas (RNG) and battery electric vehicles.

We operate a fleet of over 55 CNG vehicles and continue to evaluate the expanded use of alternative and renewable fuels to power our fleet.

We have procedures that are designed to reduce the risk of spills of hazardous materials that we transport and to quickly and efficiently react to any environmental incidents.

At our terminals, we have implemented electricity-saving procedures, and we have conservation initiatives in place to recycle used oil, scrap metal, paper, tires and batteries.

Additionally, we are using best practices of including green initiatives where possible in our newly constructed terminals.

Based on the most recently available rankings, for 2023, Saia continued to maintain high marks in the EPA’s SmartWay Carrier Performance Rankings for LTL carriers for carbon dioxide, nitrogen oxide and particulate matter emissions per ton-mile.

We have also participated in the EPA’s SmartWay Program since 2006, which assists

companies with advancing supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency.

We are focused on maintaining strong relationships with our employees.

Our revenues are subject to seasonal variations.

At our terminals, we have

implemented energy-saving procedures, and maintain programs to recycle used oil, scrap metal, paper, tires and batteries.

We also incorporate sustainability-focused practices and design elements into newly constructed facilities where practicable.

Based on the most recently available rankings, for 2024, Saia continued to maintain high marks in the EPA’s SmartWay Carrier Performance Rankings for LTL carriers for nitrogen oxide and particulate matter emissions per ton-mile.

We have also participated in the EPA’s SmartWay Program since 2006, which assists companies with advancing supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency.

Our business is subject to seasonal variations.

Customers tend to reduce shipments after the winter holiday season, and our operating expenses tend to be higher as a percent of revenue in the winter months primarily due to lower capacity utilization and weather effects.

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These responsibilities include recruiting, hiring, training and retention, as well as the development of our compensation and benefits programs.

Our mission is to safely drive our customers' success with custom solutions built on the three pillars of our service-focused values:

people, purpose and performance.

Our core values place the Customer First as they are the heart of the business.

Safety is a unifying fundamental behavior and practice that supports our Company’s purpose and goals.

Taking Care of Each Other is rooted in our leadership team caring for our employees and our employees caring for each other.

Every employee deserves to be treated with Dignity and Respect .

Our emphasis to Do the Right Thing focuses on making the ethical choice.

Ultimately, we seek and embrace our responsibility to the Community where we live and operate.

Our nearly 15,300 union-free employees are comprised of about 50% licensed commercial drivers, about 25% dock workers (approximately one-quarter of whom are part-time) and the remaining 25% work in sales, technology and administration to support our business.

Our nearly 14,500 union-free employees are comprised of about 51% licensed commercial drivers, about 24% dock workers (approximately 22% of whom are part-time) and the remaining 25% work in sales, technology and administration to support our business.

Approximately 89% of our workforce is male.

Approximately 49% of our employees have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races.

Additionally, more than 75% of our workforce is under the age of 55, while our driver average tenure is seven years.

Additionally, approximately 74% of our workforce is under the age of 55.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being.

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Additionally, we strive to help employees lead healthier lives through a voluntary wellness program aimed at engaging employees to promote proactive evaluation, tracking and management of major health and wellness indicators.

To support employee participation in our benefit programs, we have continued to absorb market-driven cost increases in coverage for group health insurance.

As a result, employees have experienced only minimal premium increases for these programs over the past several years.

As an added benefit for employees, we offer a 401(k) savings plan with a Company match as well as paid vacation and personal days.

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We assess the competitiveness of our compensation by principal job classifications in markets across the country through periodic compensation surveys.

Company-wide wage increases are also implemented from time-to-time, including an approximate 4.1% wage increase in July 2024, excluding executives.

In recent years, due to competition for quality employees, the compensation divide between union and non-union carriers has closed dramatically.

We believe a direct relationship with our employees provides for better communications and employee relations.

This dialogue with our employees enhances operating flexibility and ultimately lowers costs.

Company-wide wage increases are also implemented from time-to-time, including an approximate 3.0% wage increase in October 2025, excluding executives.

In recent years, competition for qualified employees has narrowed the historical compensation gap between union and non-union carriers.

We believe that maintaining a direct relationship with our employees provides for better communications and employee relations, which enhances operational flexibility and contributes to lower overall costs.

In addition, non-union carriers have more flexibility with respect to work schedules, routes and other similar items.

This flexibility is a major consideration in meeting the service levels required by customers.

We believe this differentiation provides stronger future growth prospects, improved efficiencies and customer service capabilities.

We believe this differentiation provides stronger future growth prospects, improved operating efficiencies and enhanced customer service capabilities.

Recruiting, Hiring, Training and Professional Development.

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We communicate with our workforce through a variety of channels and encourage open and direct communication.

Our communication starts with an employee’s manager and is supplemented by a variety of means, including regular industry updates, a monthly magazine, reports on quarterly performance directly from the CEO and executive team and annual employee engagement surveys.

Our communication starts with an employee’s manager and is supplemented by a variety of means, including regular industry updates, an internally distributed magazine, reports on quarterly performance directly from the CEO and executive team and annual employee engagement surveys.

We are committed to fostering a work environment that values collaboration, fairness, and employee growth.

We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of satisfaction and productivity.

We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of employee satisfaction and productivity.

We use periodic engagement and compensation surveys to evaluate our efforts in meeting employee needs and driving organizational success.

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This approach ensures alignment with our core values of safety and taking care of each other.

Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and fairness, striving to promote a workplace where all employees feel valued for their contributions.

Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and fairness, as we strive to promote a workplace where all employees feel valued for their contributions.

Through ongoing evaluation of processes and programs, we focus on attracting, developing and retaining top talent.

Although there has been some tightening of capacity and some industry consolidation, shippers continue to have a wide range of choices.

We believe that service quality, price, variety of services offered, geographic coverage, responsiveness and flexibility are the important competitive differentiators.

Although industry capacity has tightened somewhat and consolidation has occurred among certain carriers, shippers continue to have a broad range of transportation options.

We believe that service quality, pricing, geographic coverage, breadth of service offerings, responsiveness and operational flexibility remain the primary factors that differentiate competitors within our industry.

Saia provides LTL services in a highly competitive environment against a wide range of transportation service providers.

These competitors include a small number of large, national transportation service providers in the long haul and two-day LTL markets and a larger number of shorter-haul or regional transportation companies in the two-day and overnight LTL markets.

The larger the service area, the greater the barriers to entry into the LTL trucking

segment due to the need for additional equipment and freight terminals associated with this coverage.

The larger the service area, the greater the barriers to entry into the LTL trucking category due to the need for additional equipment and freight terminals associated with this coverage.

The level of technology investment required and density needed to provide adequate labor and asset utilization make larger-scale entry into the LTL market difficult.

Saia also competes against several modes of transportation, including truckload and private fleets, small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.

Saia also competes against several modes of transportation, including truckload

and private fleets, small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.

The trucking industry is subject to regulation by many federal, state and local government agencies in the U.S., and these authorities have broad powers over matters ranging from the authority to engage in motor carrier operations, motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, port security, insurance requirements, employment practices, taxation, data privacy and security, certain mergers and acquisitions, financial reporting, fuel efficiency and emissions standards and the transportation and handling of hazardous materials.

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We are also subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate.

Matters such as weight and equipment dimensions are also subject to U.S.

federal and state regulation.

Within the DOT, the Federal Motor Carrier Safety Administration (FMCSA) has issued rules, including hours of service regulations that limit the maximum number of hours a driver may be on duty between mandatory off-duty hours and require driver rest breaks.

The rules provide that a truck driver may work no more than a maximum of 60 hours within 7 consecutive days and 70 hours within 8 consecutive days.

The rules provide that a truck driver may work no more than a maximum of 60 hours within seven consecutive days and 70 hours within eight consecutive days.

FMCSA rules further impose a maximum work period of 14 hours (no more than 11 hours of which may be driving time) after first coming on-duty following 10 consecutive hours of off-duty time.

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Drivers with a prohibited status in the DAC will have their state issued commercial driver licenses downgraded and will be unable to continue driving with such until they complete the return-to-duty process.

All states are required to check the clearinghouse for any prohibitions before issuing, renewing, transferring or upgrading any commercial driver licenses.

Pursuant to an executive order in April 2025, the FMCSA updated its “out-of-service” criteria strengthening the enforcement of English language proficiency requirements for commercial drivers.

Pursuant to the updated criteria, law enforcement must forbid a driver from operating a commercial vehicle if the driver fails a two-part interview and road sign test.

In September 2025, the DOT and the FMCSA issued a temporary regulation strengthening the requirements for obtaining and renewing non-domiciled commercial driver licenses (CDLs).

The regulation, which is pending judicial review, also directs state licensing agencies to revoke unlawfully issued non-domiciled CDLs.

In February 2026, DOT and the FMCSA issued a final rule substantively reaffirming the September 2025 temporary regulation.

The final rule requires states to issue non‑domiciled CDLs only to applicants with certain visa status

supported by proper passport and immigration documentation, and to verify before issuing a license each applicant’s lawful status through the national Systematic Alien Verification for Entitlements system.

Department of Homeland Security.

Federal, state and municipal authorities have implemented and continue to implement anti-terrorism measures, including checkpoints and travel restrictions on large trucks.

The Transportation Security Administration (TSA) and Customs and Boarder Protection (CBP) continue to focus on trailer security, driver identification, security clearance and border-crossing procedures.

Federal, state and municipal authorities have implemented anti-terrorism measures, including checkpoints and travel restrictions on large trucks.

The Transportation Security Administration (TSA) and Customs and Border Protection (CBP) continue to focus on trailer security, driver identification, security clearance and border-crossing procedures.

In addition, we must comply with U.S.

Citizenship and Immigration Services regulations regarding the eligibility of our employees to work in the U.S.

These and other safety and security measures, such as rules for transportation of hazardous materials and cargo-security regulations, could increase the cost of operations, reduce the number of qualified drivers and disrupt or impede the timing of our deliveries to customers.

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Regulation in this area continues to evolve with changes in the enforcement of existing regulations, as well as the enactment and enforcement of new regulations that may require us or our customers to modify, supplement or replace equipment or facilities or to change or discontinue present methods of operation.

Specifically, the EPA has issued regulations reducing the sulfur content of diesel fuel and reducing engine emissions.

Specifically, the U.S.

Environmental Protection Agency (EPA) has issued regulations reducing the sulfur content of diesel fuel and reducing engine emissions.

Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water.

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Clean Trucks Plan.

The EPA and DOT have announced fuel efficiency standards for medium and heavy-duty trucks, which require a reduction of up to 25 percent in carbon emissions over the next decade.

In 2021, the EPA announced its “Clean Trucks Plan,” which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas emissions and other air pollutants from heavy-duty trucks.

In 2022, the EPA finalized the first phase of the Clean Trucks Plan by adopting a final rule that sets more stringent nitrogen oxides emission standards for new heavy-duty vehicles and engines starting in model year 2027.

In March 2024, the EPA approved a new rule under the Clean Trucks Plan regarding new greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims to reduce greenhouse gas emissions by up to 60 percent by 2032 for some vehicle classes.

In 2021, the EPA announced its “Clean Trucks Plan” (CTP), which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas emissions and other air pollutants from heavy-duty trucks while accelerating the transition to lower‑emission and zero‑emission technologies.

In 2022, the EPA finalized the first phase of the CTP, also known as the Heavy-Duty NOx rule, by adopting a final rule setting more stringent nitrogen oxides emission standards for new heavy-duty vehicles and engines starting in model year 2027.

In 2024, the EPA approved a new rule as Phase 3 under the CTP regarding greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims to reduce greenhouse gas emissions by up to 60% by 2032 for some vehicle classes.

The standards apply to heavy-duty vehicles manufactured starting in model year 2028 through model year 2032 and revise certain greenhouse standards for model year 2027 that were established under the prior rulemaking.

In March 2025, the EPA reopened and reconsidered key regulations related to the CTP, including the Phase 3 greenhouse gas standards, the Heavy‑Duty NOx rule, and the light‑ and medium‑duty vehicle emissions standards, framing them as overly costly and burdensome.

In July 2025, the administration proposed eliminating all existing federal greenhouse gas standards for light-, medium-, and heavy‑duty vehicles dating back to 2010.

Concurrently, the EPA announced a broader reevaluation of the CTP, citing industry concerns regarding infrastructure readiness, vehicle costs, operational feasibility, and supply‑chain impacts.

California Air Resources Board (CARB).

Several states have enacted and may continue to enact legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations enacted by CARB.

Several states have enacted legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations issued by CARB.

CARB regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state.

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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.

In 2023, California enacted two climate disclosure laws – SB 253 and SB 261.

Senate Bill 253 will require companies with revenues greater than $1 billion doing business in California to comprehensively report their Scope 1, 2, and 3 emissions and to obtain a third-party audit.

Despite delays in promulgating rules, SB 253 is anticipated to be implemented in 2026.

Senate Bill 261 requires U.S.

businesses with over $500 million in revenue operating in California to disclose climate-related financial risks and mitigation plans biannually.

In November 2025, the United States Court of Appeals for the Ninth Circuit granted an injunction pausing implementation of Senate Bill 261.

Advanced Clean Trucks.

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.

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

Numerous other states have adopted or are in the process of adopting the Advanced Clean Trucks Regulation.

CARB’s Advanced Clean Trucks (ACT) regulation requires truck manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales.

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

Numerous other states have adopted or are in the process of adopting regulations similar to the ACT regulation.

In June 2025, the current administration overturned several EPA waivers granted to California including the waiver for the ACT regulation.

Litigation regarding the administration’s actions is ongoing.

Advanced Clean Fleets.

In 2023, CARB adopted the Advanced Clean Fleets (ACF) 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.

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

In January 2025, CARB withdrew its request to the EPA for a waiver that would have allowed it to adopt and enforce the ACF standards.

It remains unclear how the decision to withdraw CARB’s request for waiver and authorization will affect its implementation of the ACF regulations or enforcement of the requirements.

In October 2025, in response to lawsuits brought by a coalition of states and trucking industry groups, CARB agreed to repeal portions of the ACF regulation, including the high-priority fleet and drayage fleet provisions.

As a part of the settlement, CARB also agreed not to enforce the ACF regulation’s 2036 mandate requiring 100% zero-emission sales of new medium and heavy-duty trucks until an EPA waiver is obtained.

The failure to obtain a waiver repealed CARB’s ability to enforce ACF requirements on private‑sector fleets.

Final action on the repeal is required by August 2026.

It remains unclear whether CARB may reintroduce similar regulations in the future.

Food and Drug Administration.

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The rule is designed to promote best practices in the industry concerning cleaning, inspection, maintenance, loading and unloading of, and operation of vehicles.

Under the SFTA requirements, carriers are required to develop and implement written procedures subject to recordkeeping that specify its practices for cleaning, sanitizing, and inspecting vehicles and transportation equipment.

Under the SFTA requirements, carriers are required to develop and implement written procedures subject to recordkeeping that specify their practices for cleaning, sanitizing, and inspecting vehicles and transportation equipment.

Data Privacy Regulations.

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Prior to this, Mr.

Holzgrefe served as Executive Vice President and Chief Financial Officer since September 2014.

Holzgrefe served as Executive Vice President and Chief Financial Officer starting in September 2014.

Holzgrefe has been a member of the Board of Directors of Saia, Inc.

since January 2019.

Executive Vice President and Chief Financial Officer of Saia, Inc.

Executive Vice President and Chief Financial Officer and Secretary of Saia, Inc.

since May 2024.

Batteh has been with Saia since 2015, most recently serving as Vice President of Finance since 2023.

Prior to that, he served as Saia’s Vice President, Pricing and Analytics from 2020 to 2023 after serving in a variety of pricing and financial analysis roles.

Batteh served as Vice President of Finance from 2023 until May 2024.

Prior to that, he served as Saia’s Vice President, Pricing and Analytics from 2020 to 2023 after serving in a variety of pricing and financial analysis roles since joining the Company in 2015.

Executive Vice President of Operations of Saia, Inc.

since March 2021.

Sugar joined the Company in December 2016 and served as Vice President of Linehaul and Industrial Engineering prior to his promotion in March 2021.

Sugar joined the Company in December 2016 and served as Vice President of Linehaul and Industrial Engineering from December 2018 until March 2021.

Executive Vice President and Chief Customer Officer of Saia, Inc.

2 unchanged sentences

Executive Vice President and Chief Information Officer of Saia, Inc.

since August 2017.

since joining the Company in October 2025.

Prior to joining the Company, he served as the Chief Information Officer for the Consumer Packaging & Machinery Division at Smurfit WestRock from 2021 to October 2025 and Vice President - Information Technology at E.

Gallo Winery from 2015 to 2021.

Executive Vice President and Chief Human Resources Officer of Saia, Inc.

since March 2022.

since joining the Company in March 2022.

Prior to joining Saia, Mr.

6 unchanged sentences

Holzgrefe, none of the officers of the Company are subject to an employment agreement with the Company.

There are no family relationships between any executive officer and any other executive officer or director of Saia or its subsidiaries.

There are no family relationships between any executive officer and any other executive officer or director of Saia, Inc.

or its subsidiaries.

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 1. Business