What changed in this filing

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Item 1A. Risk Factors

2026-02-24 compared with 2025-02-24 · 135 added, 126 removed, 271 unchanged (49% of the section changed)

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Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties.

The risks below are organized by headings and each risk

is discussed separately, but many are interrelated.

The risks and uncertainties described below are not the only ones we face.

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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, tariffs and disruptions in oil and financial markets.

Economic conditions may adversely affect the business levels of our customers, the amount of transportation services they need and their ability to pay for our services and could reduce the prices we are able to charge for our services.

social, political, and regulatory conditions, tariffs and international trade

policies and relations, and disruptions in oil and financial markets.

Economic conditions may adversely affect the business levels of our customers, their demand for transportation services, their ability to pay for our services, and could reduce the prices we are able to charge for our services.

We operate in a highly competitive industry and our business will be adversely impacted if we are unable to adequately address competitive pressures, such as industry consolidation, new competitors in the market, potential downward pricing pressures and other factors.

Numerous competitive factors could reduce our revenues, profit margins or market share or otherwise impair our business, any one of which may materially adversely affect our financial condition, results of operations, liquidity and cash flows.

These factors include the following:

These factors include:

• Competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, non-asset based logistics, freight brokerage companies, air-freight carriers and railroads, 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;

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• 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;

• Technological advances require increased investments to remain competitive, and we may not utilize enough advanced technology, select the correct technology solutions or convince our customers to accept higher prices to cover the cost of these investments.

• Technological advances require increased investments to remain competitive, and we may not utilize sufficient advanced technology, select the correct technology solutions or persuade our customers to accept higher prices to offset these investment costs.

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

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There is significant competition for qualified drivers within the trucking industry and attracting and retaining qualified drivers has become more challenging due to a decreasing pool of qualified drivers and high turnover rates.

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, including qualified drivers.

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 Federal Motor Carrier Safety Administration (FMCSA), have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.

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 U.S.

Department of Transportation (DOT) and the FMCSA issued a regulation strengthening the requirements for obtaining and renewing non-domiciled commercial driver licenses (CDLs).

The regulation also directs state licensing agencies to revoke unlawfully issued non-domiciled CDLs.

Increased enforcement of English language proficiency requirements for commercial drivers and regulatory efforts targeting unlawfully issued CDLs have further reduced the number of eligible commercial drivers and may continue to do so in the future and may lead to higher wages to attract qualified commercial drivers.

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

The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers, mechanics and office personnel.

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Inflation may increase our expenses and lower profitability.

Economic pressures caused by inflation have been significant in the United States in recent years.

Inflation increases most of our expenses, including equipment prices, maintenance and supply costs, diesel fuel costs, insurance costs, claims costs, utility costs, employee wages and benefits, real estate costs, and purchased transportation.

Inflation has been significant in the United States in recent years.

With increasing costs, we may have to increase our prices to maintain the same level of profitability.

If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

If we are unable to increase our prices sufficiently to offset increasing expenses, our financial condition, results of operations, liquidity and cash flows may be adversely affected.

We are dependent on the cost and availability of diesel fuel and on fuel surcharges.

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General economic conditions, global political events, armed conflicts, acts of terrorism, cybersecurity incidents, inflation, tariffs, 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.

In the past, we have secured 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 materially affect our financial condition, results of operations, liquidity and cash flows.

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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.

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

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.

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If the number or severity of these claims continues to increase, claims expenses might exceed historical levels or could exceed the amounts of our insurance coverage or the amount of our reserves for self-insured claims, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of its self-insured retention amounts.

In recent years, several insurance companies have completely stopped offering coverage to trucking companies or 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.

The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of our self-insured retention amounts.

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.

To the extent that the third-party insurance companies propose increases to their premiums for coverage of commercial trucking claims, the Company may decide to pay such increased premiums or increase its financial exposure on an aggregate or per occurrence basis, including by increasing the amount of its self-insured retention or reducing the amount of total coverage.

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A failure or delay in realizing the benefits of this investment may adversely impact our financial condition, results of operations, liquidity and cash flows.

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

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

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 this 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.

In connection with this acquisition, we assumed certain liabilities related to those facilities, including assumption of 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 the reliability of our technology network including our ability to provide services that are important to our customers.

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.

Since January 2024, we have also acquired additional facilities by assuming certain Yellow Corporation leases.

We acquired these real estate assets on an as-is basis and could incur costs and expenses related to these assets that are unexpected or that exceed costs and expenses otherwise known.

Moreover, from time to time we acquire real estate previously utilized by other freight companies or located in industrial areas, which may have a history of environmental contamination prior to our occupation.

Failure to detect prior environmental contamination or adequately protect ourselves from associated liabilities could adversely affect our financial condition, results of operations, liquidity and cash flows.

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

We rely heavily on technology to operate our business, including through the use of third-party applications, 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 the reliability of our technology systems and network.

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

These third parties may store or transmit our data and may have access to information regarding our business operations, customers, and employees.

Our technology systems, including any third-party applications, 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.

Our cybersecurity and technology infrastructure may experience errors, interruptions, failures, 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.

Our dependence on electronic data storage, cloud-based systems, automated systems and technology, including our website, gives rise to cybersecurity risks.

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.

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

The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated and 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.

Further, the evolution and increased adoption of technologies such as artificial intelligence and machine learning may make anticipating threats and implementing protective measures more difficult.

We currently maintain insurance to address certain costs associated with cyber incidents and data privacy-related concerns.

However, we cannot ensure that we will continue to maintain such insurance coverage in amounts we deem sufficient, that our insurance carriers will pay on our insurance claims, or that we will not experience uncovered claims.

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.

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 to a demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Some of Saia’s employees work remotely, which may increase our exposure to cybersecurity risks, including phishing attempts and other cybersecurity attacks and may increase the demand for information technology resources.

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Such risks include:

(i) unauthorized access to sensitive or confidential information due to company or personal devices being used to remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts such as phishing and other scams as cybercriminals may, among other things, install malicious software on our systems and equipment and access sensitive or confidential information, (iii) increased demand for IT resources, and (iv) violation of international, federal, or state-specific privacy laws.

(i) unauthorized access to sensitive or confidential information due to company or personal devices being used to remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts such as phishing and other scams as cybercriminals may, among other things, install malicious software on systems and equipment and access sensitive or confidential information, (iii) increased demand for information technology resources, and (iv) violation of international, federal, or state-specific privacy laws.

Although we have measures in place designed to mitigate our exposure to the increased risk of cybersecurity incidents, we cannot ensure that such measures will effectively prevent a cybersecurity incident.

Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may exceed our insurance coverage and may have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

Further, as artificial intelligence technology continues to evolve, cybersecurity attacks leveraging artificial intelligence may become more sophisticated, potentially increasing in speed, scale and automation.

Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may not be covered by insurance or may exceed our insurance coverage and may 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 regularly for us to meet both internal requirements as well as our customers’ demands and expectations.

Our business relies on sophisticated systems and technology to remain competitive.

Systems and technologies must be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as well as our customer demands and expectations.

If we are unable to do so in a timely manner 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.

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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.

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

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, including AI applications could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

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

We incorporate certain machine learning AI solutions (but not generative AI) 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 rapid evolution of AI may result in increased cybersecurity incidents.

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

We use artificial intelligence in our business, and its use could result in increased costs, reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our business.

We incorporate certain artificial intelligence solutions into our business operations, and these applications may become more important in our operations over time.

Our competitors or other third parties may incorporate artificial intelligence 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.

To remain competitive, we may need to increase our investment in artificial intelligence solutions, and we may not be able to adjust pricing to offset the higher costs.

Additionally, if the content, analyses, or recommendations that artificial intelligence 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 rapid evolution of artificial intelligence may result in increased cybersecurity incidents.

Any such cybersecurity incidents 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 and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our IT systems to minimize unintended harmful impacts.

The failure to effectively utilize AI or to respond to cybersecurity threats from the use of AI could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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

The rapid evolution of artificial intelligence, including potential government regulation of artificial intelligence and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our information technology systems to minimize unintended harmful impacts.

The failure to effectively utilize artificial intelligence or to respond to cybersecurity threats from the use of artificial intelligence could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Employees of Saia are non-union.

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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.

Oversupply in the transportation industry, higher maintenance or operating costs associated with older equipment, as well as adverse economic conditions, can negatively impact the demand for used equipment and, therefore, reduce the value we can obtain for used equipment.

If we are unable to sell our used equipment at or above our salvage value, the resulting losses could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

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Changes in U.S.

international trade relationships, including the imposition of new or higher tariffs, may adversely impact our customers, our industry, and our business.

trade policy and the impact of tariffs may continue to adversely impact our customers, our industry, and our business.

We transport a significant number of shipments that have either been imported into the U.S.

or are destined for export from the U.S.

government has proposed significant changes in U.S.

trade policy, including the imposition of new or higher tariffs on goods entering the U.S., including from Mexico and Canada.

government has made significant changes in U.S.

trade policy, including the imposition of a baseline tariff on product imports from almost all countries and the potential for higher tariffs on certain other countries.

Certain foreign governments either have taken or are threatening to take retaliatory actions in response.

Any increase in tariffs or customs duties or renegotiation of U.S.

trade agreements, or any other action that could have a negative impact on international trade, including corresponding actions taken by other countries in response to U.S.

governmental actions, could cause a reduction in the volume of shipments transported in our network or could increase the cost to us of goods and materials used in our business, which could have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.

These changes in U.S.

trade policy and tariffs have decreased demand for our services and have caused uncertainty and volatility in financial markets.

Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S.

and global financial and economic conditions, declining consumer confidence, inflation or an economic slowdown.

These tariffs or other trade restrictions, including corresponding actions taken by other countries in response to U.S.

governmental actions or continuing uncertainty around the timing or scale of tariffs, could continue to decrease demand for our services or could increase the cost to us of equipment, goods and materials used in our business, which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Capacity and infrastructure constraints could adversely affect service and operating efficiency.

We may experience capacity constraints due to increased demand for transportation services and decaying highway and energy infrastructure.

Poor infrastructure conditions and roadway congestion could slow service times, reduce our operating efficiency and increase maintenance expense.

Poor infrastructure conditions and roadway congestion could slow service times, reduce our operating efficiency and increase maintenance expenses.

Some states have taken infrastructure funding measures into their own hands and have explored or instituted road-usage programs, truck-only tolling, congestion pricing, and fuel tax increases.

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Similar events in the future could disrupt our facilities or operations.

The impact of severe weather events and natural disasters, including those caused

by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The impact of severe weather events and natural disasters, including those caused by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

We face risks related to the creditworthiness of our customers or other business partners and their ability to pay for services.

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Our business is highly capital intensive.

Our net capital expenditures for 2024 were approximately $1 billion.

Additionally, we anticipate net capital expenditures in 2025 in excess of $700 million, subject to the ongoing evaluation of market conditions.

Our net capital expenditures for 2025 were approximately $544 million and we anticipate net capital expenditures in 2026 of approximately $350 million to $400 million, 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.

If we are unable to generate sufficient cash from operations and obtain sufficient financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing our maintenance costs.

The amount and timing of capital investments depend on various factors, including anticipated volume levels and the price and availability of appropriate-use property for service facilities and newly manufactured tractors.

If anticipated service facilities and/or fleet requirements differ materially from actual usage, we may have too much or too little capacity.

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

If we are unable to generate sufficient cash from operations and obtain sufficient financing on favorable terms in the future, we may have to limit our growth, enter into more restrictive or higher cost financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing maintenance costs, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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 agreements, including among others, a maximum consolidated net lease adjusted leverage ratio.

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

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

In the event of any such default, if we fail to obtain replacement financing or 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.

In the event of any such default, if we fail to obtain replacement financing or 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 need to issue securities which would dilute stock ownership.

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These estimates and assumptions may not be accurate and are subject to change.

Our internal controls over financial reporting may not prevent or detect all misstatements in our financial statements.

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.

Incorrect underlying estimates and assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse effect on our financial condition and results of operations.

Our internal controls over financial reporting provide reasonable, not absolute, assurance of accurate financial statements and may not prevent or detect misstatements due to inherent limitations such as human error, information technology system failures, or fraud.

Inadequate internal controls or incorrect underlying estimates and assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse effect on our financial condition and results of operations.

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.

Certain members of senior management are subject to non-compete and non-solicitation agreements;

however, there is no assurance that such agreements will be enforced as written or that they will be effective to prevent members of senior management from working for a competitor or soliciting our customers.

The loss of the services of any of our senior management could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Inadequate succession planning or the unexpected departure of a member of senior management would require our remaining executive officers to divert immediate and substantial attention to fulfilling the duties of the departing executive and to seeking a replacement.

The inability to adequately fill vacancies in our senior management positions on a timely basis could negatively affect our ability to implement our business strategy and thus materially adversely affect our financial condition, results of operations, liquidity and cash flows.

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

Our success is dependent on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future.

Competition for key management is intense, and qualified individuals are in high demand, such that we may incur significant costs to attract and retain them.

Other than our Chief Executive Officer, members of our management team do not have employment agreements.

Certain of our key employees are subject to non-compete and non-solicitation agreements;

however, there is no assurance that such agreements will be enforced as written or that they will be effective to prevent those employees from working for a competitor or soliciting our customers.

The loss of the services of any of our key employees could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Inadequate succession planning or the unexpected departure of a key employee would require our remaining management team to divert immediate and substantial attention to fulfilling the duties of the departing employee and to seeking a replacement.

The inability to adequately fill vacancies on a timely basis could negatively affect our ability to implement our business strategy and thus materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Changes to our compensation and benefits could adversely affect our ability to attract and retain qualified employees.

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Our business depends in part on our strong reputation.

We believe that the Company’s corporate reputation and the positive image of our brand are valuable assets.

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

We believe that our corporate reputation and the positive image of our brand are valuable assets.

As social media usage increases, our susceptibility to risks related to adverse publicity, whether or not justified, increases.

Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy events, truck accidents, cargo theft, environmental issues 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.

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Unfavorable publicity, regardless of its cause or source, could result in damage to our reputation and adversely impact our financial condition, results of operations, liquidity and cash flows.

Our past acquisitions, as well as any future acquisitions we may make, may be unsuccessful or result in other risks such as the failure to realize the anticipated benefits of such acquisitions or the disruption of our business due to such acquisitions.

Our acquisitions may be unsuccessful or result in other risks such as the failure to realize the anticipated benefits of such acquisitions or the disruption of our business due to such acquisitions.

We may acquire additional businesses and operations in the future.

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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;

• Unanticipated issues in the assimilation and consolidation of information technology, 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 impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions;

• Potential failure of the due diligence processes to identify significant issues with legal and financial liabilities and contingencies, among other things.

In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

• Potential failure of the due diligence processes to identify significant issues with legal, financial, or environmental liabilities and contingencies, among other things.

In the event that we do not realize the anticipated benefits of an acquisition, if we incur unexpected liabilities with an acquisition, or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Litigation and Regulatory Risks

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The defense, settlement or resolution of such matters 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.

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.

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The engines in our tractors are subject to emissions-control regulations that could substantially increase operating expenses, and regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business.

The EPA, Department of Transportation (DOT), and the California Air Resources Board (CARB) have issued regulations requiring significant reductions in greenhouse gas emissions for medium and heavy duty trucks over model years 2027 to 2032.

Tractor engines that comply with the EPA emission-control design requirements have generally been more expensive, less fuel-efficient and have increased maintenance costs compared to engines in tractors manufactured before these requirements became effective.

Despite the current administration’s rollback of regulations at the federal level, emissions and fuel efficiency standards remain at the state level that could require significant changes in our business.

Several states have enacted and may enact in the future legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations issued by the California Air Resources Board (CARB).

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

CARB has 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.

Tractor engines that comply with emission-control regulatory requirements have generally been more expensive, less fuel-efficient and have increased maintenance costs.

If we are unable to offset the higher costs associated with this equipment with higher freight rates or improved fuel economy, our financial condition, results of operations, liquidity and cash flows could be materially adversely affected.

In California, 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 (ACT) 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.

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 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.

The transition to utilizing zero-emission vehicles could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Compliance with EPA, CARB, and other federal and state regulations regarding the transition to utilizing zero-emission vehicles could increase our equipment costs and may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We operate in a highly regulated and highly taxed industry.

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The DOT and various state agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and financial reporting.

We may also become subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety performance and measurements, driver hours of service, drug and alcohol testing, food safety, security, ergonomics, as well as other unforeseen matters.

We may also become subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety performance and measurements, driver hours of service, immigration, drug and alcohol testing, food safety, security, ergonomics, as well as other unforeseen matters.

Compliance with such regulations could substantially impair equipment productivity and increase our costs.

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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 and require driver rest breaks.

These rules could result in us not meeting customer demands, upward pressure on driver 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.

These rules could result in us not meeting customer demands, upward pressure on driver 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.

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 is

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.

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

The reporting requirements imposed by data protection and transparency laws may differ in scope and applicability and may result in conflicting obligations.

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

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

Monitoring and 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 legal risk.

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Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal and costs associated with the leakage or discharge of hazardous materials we transport for our customers, among others.

Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances have occurred in the past and can occur in the future 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.

Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances have occurred in the past, can occur in the future, 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.

Increased awareness and negative publicity regarding greenhouse gas emissions from transportation companies may damage our reputation and could reduce demand for our services.

This increased focus may result in new legislation, taxes, regulations and customer requirements, such as limits on vehicle weight and size and restrictions on GHG emissions, which could negatively affect us.

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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.

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.

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

Changes to the way LTL freight is categorized may disrupt our business and lead to increased costs to our customers.

In 2025, the National Motor Freight Classification (NMFC) system will undergo several major changes designed to enhance the classification of LTL freight.

The announced changes consist of a standardized density scale for LTL freight without handling, stowability or liability issues, a system of unique identifiers for freight that has special handling, stowability, or liability issues, and commodity listings that are condensed and modernized.

These changes are to be implemented in phases and are intended to increase freight classification efficiency.

Changes to the NMFC system could cause decreased revenues due to potential customer confusion during implementation of the new classification system and increased costs of implementing the new system into our business operations.

These changes to the NMFC system 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.

Regulations issued by the U.S.

Department of Labor and the laws of several states, including California, favor treating a worker as an employee rather than an independent contractor.

Although we do not typically use independent contractors in our workforce, firms that provide services to Saia often do use independent contractors.

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.

These reclassification risks could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

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;

hours-of-service compliance;

driver fitness;

controlled substances/alcohol;

vehicle maintenance;

hazardous material compliance;

and crash indicators.

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.

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

The Compliance Safety Accountability (CSA) program could adversely affect our results of operations and ability to maintain or grow our business.

The CSA program 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.

The CSA program 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 program scores, our relationships with our customers or our reputation could be damaged, which could result in decreased demand for our services.

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

If the Company receives unacceptable CSA program scores or if the CSA program reduces the pool of drivers, our financial condition, results of operations, liquidity and cash flows may be adversely affected.

Our business may be adversely impacted by potential future changes in accounting and financial practices.

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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.

of the health event, governmental responses to the event, the development, availability, 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.

Health epidemics, pandemics and similar outbreaks can have significant and widespread impacts, including 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 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, governmental responses to the event, the development, availability, 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.

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

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These expectations are often contradictory, are evolving and can be difficult to manage.

If we are unable to meet these stakeholder expectations, our reputation could be harmed resulting in a loss of revenues, we could face litigation or investors may choose not to invest in our stock resulting in a decline in our stock price.

If we are unable to meet these stakeholder expectations, our reputation could suffer resulting in a loss of revenues, we could face litigation or investors may choose not to invest in our stock resulting in a decline in our stock price.

A government shutdown or failure to fund government services could impact our operations.

Our business may be adversely impacted if federal government agencies close or operate at reduced staffing levels during a prolonged government shutdown.

We are regulated by several federal agencies, including the Department of Transportation.

Our business directly and indirectly relies on federal agencies for permitting, compliance reviews and driver background checks.

During a shutdown, FMCSA databases may not be updated and carrier authority applications, safety audits, and compliance reviews can be delayed.

State and local commercial driver’s license agencies rely on federal databases and coordination with the DOT.

Understaffing or reduced activity at any of these agencies during a shutdown could disrupt our operations.

We believe that the government shutdown that commenced on October 1, 2025, did not materially impact our operations;

however, a future shutdown may materially impact our business operations.

Delays at major trade hubs and ports can impact demand for our services and the volume of freight in our network.

Staffing shortages, or the failure of essential government employees to report for work, can slow freight crossing times at ports of entry.

Moreover, if a shutdown results in a pause in disbursing government financial assistance, consumer spending could decrease, which could reduce customer demand for our services.

Any government shutdown or failure to fund government services could materially affect 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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Weakness or a loss of confidence in financial markets could adversely impact demand for our services or for our stock.

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

Weakness or a loss of confidence in the financial markets or economic downturn could also 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.

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

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.

Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, significantly higher interest rates, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.

Longer term disruptions in the capital and credit markets resulting from economic or political uncertainty, changing or increased regulation, significantly higher interest rates, reduced alternatives or failures of significant financial institutions, among other things, could adversely affect our access to or the cost of liquidity needed for our business.

Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged.

Such disruptions may have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.

Such disruptions may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

The market value of our common stock may fluctuate and could be substantially affected by various factors.

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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