What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-24 compared with 2025-02-24 · 143 added, 136 removed, 790 unchanged (26% of the section changed)

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• supply chain disruption and delays on new equipment delivery;

• changes in U.S.

trade policy and the impact of tariffs;

• capacity and highway infrastructure constraints;

• risks arising from new or higher tariffs;

• risks arising from international business operations and relationships;

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• inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

• failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses;

• dependence on key employees;

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• damage to our reputation from adverse publicity, including from the use of or impact from social media;

• failure to achieve synergies and the disruption to our business due to acquisitions;

• failure to achieve acquisition synergies or disruption to our business due to such acquisitions;

• the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

• the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

• the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

• unforeseen costs from new and existing data privacy laws;

• changes to the way LTL freight is categorized;

• costs from new and existing laws regarding how to classify workers;

• changes in accounting and financial standards or practices;

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• evolving stakeholder expectations regarding environmental and social issues;

• government shutdown or failure to fund services;

• provisions in our governing documents and Delaware law that may have anti-takeover effects;

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Executive Overview

The Company’s business is highly correlated to non-service sectors of the general economy.

The Company’s strategy is to improve profitability by increasing revenue per shipment while also increasing volumes.

Components of this strategy include building density in existing geography and pursuing geographic and terminal expansion in an effort to promote profitable growth and improve our customer value proposition over time.

The Company’s business is labor intensive, capital intensive and service sensitive.

The Company looks for opportunities to improve safety, cost

effectiveness and asset utilization (primarily tractors and trailers).

Pricing initiatives have had a positive impact on profitability.

The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction.

Technology continues to be an important investment as we work towards improving customer experience, operational efficiencies and Company image.

The Company’s business is closely correlated with non-service sectors of the general economy.

Our strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes.

Components of this strategy include building density within our existing network and expanding our geographical footprint and terminal infrastructure to support profitable growth and strengthen our customer value proposition over time.

The Company’s operations are labor intensive, capital intensive and service sensitive.

We continuously seek opportunities to improve safety performance, cost efficiency and asset utilization - particularly with respect to tractors and trailers.

Pricing initiatives have contributed positively to profitability.

The Company continues to execute targeted sales and marketing programs along with actions designed to align our cost structure with volumes and improve customer satisfaction.

Technology continues to be an important investment as we work to improve the customer experience, advance operational efficiency and support the Company's brand and service quality.

The Company’s operating revenue increased by 0.8 percent in 2025 compared to 2024.

The increase was a result of increased volume and pricing actions, which included 7.9, 7.5 and 6.5 percent general rate increases on October 21, 2024, December 4, 2023 and January 30, 2023, respectively, for customers subject to general rate increases.

Additionally, the Company experienced year over year increases in shipments and tonnage partially as a result of the redistribution of freight due to industry consolidation mid-year 2023.

These increases were offset by a decrease in fuel surcharge revenue, resulting from lower diesel fuel prices.

Consolidated operating income increased to $482.2 million for 2024 compared to $460.5 million in 2023.

The increase in 2024 operating income resulted primarily from increased volumes partially offset by increases in salaries, wages and benefits, including workers' compensation claims and related expense, and depreciation expense.

The increase was a result of increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business.

Pricing actions, which included 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively, for customers subject to general rate increases, were largely offset by slightly lower shipment volumes.

Consolidated operating income decreased to $352.2 million for 2025 compared to $482.2 million in 2024.

The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs.

These increases were partially offset by increased revenue of $25.2 million, year over year.

The Company generated $595.0 million in net cash provided by operating activities in 2025 versus $583.7 million in 2024.

The Company used $552.5 million of net cash in investing activities during 2025 compared to $1,035.9 million during 2024.

The following Management’s Discussion and Analysis describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies of Saia, Inc.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies of Saia, Inc.

and its wholly-owned subsidiaries (together, the Company or Saia).

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Saia is a transportation company headquartered in Johns Creek, Georgia that provides less-than-truckload (LTL) services through a single integrated organization.

While more than 97% of its revenue is derived from transporting LTL shipments across the United States, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.

Our business is highly correlated to non-service sectors of the general economy.

Our business also is impacted by a number of other factors as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage;

While approximately 97% of its revenue is derived from transporting LTL shipments across the United States, the Company also offers customers a wide range of other value-added services, including brokered truckload and expedited transportation and other logistics services across North America.

Our business is closely correlated with non-service sectors of the general economy.

Our business also is impacted by a number of other factors and risks as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage;

the prices we obtain for our services, as measured by revenue per shipment and revenue per hundredweight (a measure of yield), whether including or excluding fuel surcharge revenue;

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Revenue and volume

Consolidated revenue increased 11.4 percent to $3.2 billion primarily due to increased shipments and tonnage, partially as a result of a redistribution of freight due to a competitor bankruptcy in 2023.

Saia’s LTL tonnage increased 8.9 percent while LTL shipments increased 12.4 percent for 2024.

Overall LTL revenue per shipment, excluding fuel surcharges, increased 1.1 percent in 2024 as a result of pricing actions and changes in business mix.

Consolidated revenue increased 0.8 percent to $3.2 billion primarily due to increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business.

Positive pricing actions were largely offset by slightly lower shipment volumes.

Saia’s LTL tonnage increased 2.1 percent while LTL shipments decreased 0.7 percent for 2025.

Overall LTL revenue per shipment, excluding fuel surcharges, increased 1.2 percent in 2025 as a result of pricing actions.

For 2025 and 2024, approximately 75 percent of Saia’s operating revenue was subject to specific customer price adjustment negotiations that occur throughout the year.

The remaining 25 percent of operating revenue was subject to a general rate increase which is based on market conditions.

For customers subject to general rate increases, Saia implemented 7.9, 7.5 and 6.5 percent general rate increases on October 21, 2024, December 4, 2023 and January 30, 2023, respectively.

Competitive factors, customer turnover and mix changes, among other things, impact the extent to which customer rate increases are retained over time.

Operating revenue includes fuel surcharge revenue from the Company’s fuel surcharge program.

This program is designed to reduce the Company’s exposure to fluctuations in diesel fuel prices by adjusting total freight charges to account for changes in the price of diesel fuel.

The Company’s fuel surcharge is generally based on the average national price for diesel fuel and is typically reset weekly.

Fuel surcharges are widely accepted in the industry and are a significant component of revenue and pricing.

Fuel surcharges are an integral part of customer contract negotiations but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa.

Fuel surcharge revenue decreased to 15.0 percent of operating revenue in 2024 compared to 16.9 percent in 2023 primarily as a result of decreases in the cost of diesel fuel.

For customers subject to general rate increases, Saia implemented 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively.

Competitive dynamics, customer turnover and changes in shipment mix, among other things, may limit our ability to retain customer rate increases over time.

Operating revenue includes revenue from the Company’s fuel surcharge program.

This program is designed to mitigate the Company’s exposure to volatility in diesel fuel prices by adjusting total freight charges to reflect changes in the national average diesel price.

Fuel surcharges, which are typically updated weekly, are widely accepted within the LTL industry and represent a significant component of revenue and pricing structure.

Although fuel surcharges are an important element of customer contract negotiations, they comprise only one aspect of total pricing, as customers may negotiate adjustments between base rates and fuel surcharges depending on individual contract terms.

Fuel surcharge revenue remained flat at 15.0 percent of operating revenue in 2025 compared to 15.0 percent in 2024.

Operating expenses and margin

Consolidated operating income increased to $482.2 million in 2024 compared to $460.5 million in 2023.

The increase in 2024 operating income resulted primarily from increased volumes which were partially offset by increases in salaries, wages and benefits, including workers' compensation claims and related expense, and depreciation expense.

Consolidated operating income decreased to $352.2 million in 2025 compared to $482.2 million in 2024.

The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs.

These increases were partially offset by increased revenue of $25.2 million, year over year.

The 2025 operating ratio (operating expenses divided by operating revenue) was 89.1 percent as compared to 85.0 percent in 2024.

Salaries, wages and employees’ benefits expense increased $91.9 million in 2025 compared to 2024.

This increase was largely driven by increased head count to support increased volumes, ongoing business growth and network expansion, as well as, increased training hours and a Company-wide wage increase in July 2024 of approximately 4.1 percent, excluding executives.

In addition, other employee related costs increased, including an increase in the number and costs of workers' compensation claims and unfavorable development of historical claims.

Purchased transportation expense decreased $1.4 million in 2024 compared to 2023 primarily due to a decrease in cost per mile.

Fuel, operating expenses and supplies increased by $65.7 million primarily driven by increased facility costs and administrative costs related to increased volumes and expanded footprint.

Claims and insurance expense in 2024 was $9.7 million higher than 2023 largely due to increased auto liability and cargo claims activity and development of open claims.

The Company experiences volatility in accident expense from time to time as a result of utilizing self-insurance as a part of its risk management program.

Depreciation and amortization expense increased $31.3 million in 2024 compared to 2023 primarily due to ongoing investments in revenue equipment and network expansion.

Interest expense in 2024 was $6.4 million greater than 2023 due to interest expense related to increased borrowings under the credit arrangements in 2024.

Interest income in 2024 was $5.2 million less than 2023 due to due to decreased deposit balances during the period.

The effective income tax rate was 23.9 percent for the years ended December 31, 2024 and 2023.

Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives.

Our outlook is dependent on a number of external factors, including strength of the economy, inflation, changes in regulatory conditions and international trade relations, including higher tariffs, labor availability, diesel fuel prices and supply chain constraints.

This increase was driven by increased group health insurance costs of $37.3 million related to the inflationary costs of claims.

This increase also reflects Company-wide wage increases of approximately 3% in October 2025 and 4.1% in July 2024 for all employees other than executives as well as higher average head count associated with new terminal openings, most of which occurred during the first quarter of 2025.

Purchased transportation expense decreased $2.7 million in 2025 compared to 2024 primarily due to a decrease in purchased transportation miles and decreased cost per mile for purchased transportation.

Fuel, operating expenses and supplies increased by $25.3 million primarily driven by increased information technology costs associated with network optimization and support.

This increase also reflects higher facility and vehicle maintenance costs resulting from our expanded geographic footprint and larger base of revenue equipment.

Claims and insurance expense in 2025 was $15.1 million higher than 2024 largely due to the development on open cases and increased cost per claim.

The Company experiences volatility in claims and insurance expenses from time to time as a result of utilizing self-insurance as a part of its risk management program.

Depreciation and amortization expense increased $38.5 million in 2025 compared to 2024 primarily due to ongoing investments in revenue equipment, our terminal network and technology.

Operating (gains) losses, net decreased $16.9 million in 2025 compared to 2024 due to a gain on the sale of a terminal of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.

Interest expense in 2025 was $7.5 million greater than 2024 due to increased average borrowings under the credit arrangements in 2025.

Interest income in 2025 was $0.9 million less than 2024 due to decreased average deposit balances during the period.

The effective income tax rate was 24.4 and 23.9 percent for the years ended December 31, 2025 and 2024, respectively.

Our business remains closely correlated with non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives.

Our outlook is dependent on a number of external factors, including strength of the economy, inflation, changes in regulatory conditions and international trade relations, including tariff volatility, labor availability, diesel fuel prices and supply chain constraints.

The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict.

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Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas and further expanding our geographic and terminal network.

On October 21, 2024, Saia implemented a 7.9 percent general rate increases for customers comprising approximately 25 percent of Saia’s operating revenue.

On October 1, 2025, Saia implemented a 5.9 percent general rate increase for customers comprising approximately 25 percent of Saia’s

operating revenue.

The success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors.”

Effective July 2024, the Company implemented a salary and wage increase of approximately 4.1 percent for all of its employees, excluding executives.

Effective October 2025, the Company implemented a salary and wage increase of approximately 3.0 percent for all of its employees, excluding executives.

The total cost of the compensation increase is expected to be approximately $34.9 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

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However, should the economy soften, the Company plans to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage.

The success of cost improvement initiatives is impacted by a number of factors, including the cost and availability of drivers, dock workers and personnel, and purchased transportation, diesel fuel and insurance costs and inflation.

The success of cost improvement initiatives is impacted by a number of factors.

These factors include the cost and availability of personnel and purchased transportation and the cost of diesel fuel, claims and insurance and other inflationary factors.

See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our financial condition, results of operation, cash flows and prospects.

Recent Accounting Pronouncements Adopted in 2024

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

” The standard requires all entities with a single reportable segment to apply all segment disclosure requirements.

This standard became effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024.

The Company adopted the standard on a retrospective basis for the 2024 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted in 2025

In December 2023, the FASB issued ASU No.

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This standard is effective for annual reporting periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

The Company adopted the standard on a retrospective basis for the 2025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, "Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets." Under this ASU, a practical expedient is provided that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset for current accounts receivable and current contract assets.

This standard is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, " Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software." Under this ASU, all references to prescriptive and sequential software development stages are eliminated and capitalization of software costs is required to start when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

This standard is effective for annual reporting periods beginning after December 15, 2027 and for interim periods within those fiscal years.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Financial Condition, Liquidity and Capital Resources

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Working capital at December 31, 2025 was $169.2 million compared to $157.4 million at December 31, 2024.

This decrease is primarily due to a decrease in cash and cash equivalents of $276.7 million to fund the Yellow Corporation real estate acquisitions and additional revenue equipment used to support higher volumes and expanded footprint, partially offset by an increase in income taxes receivable and decreases in accounts payable and wages, vacation and employees' benefits.

This increase is primarily due to an increase in accounts receivable of $9.2 million and a decrease in accounts payable of $7.1 million, partially offset by a decrease in income taxes receivable of $11.6 million.

A summary of our cash flows is presented below:

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Cash and cash equivalents, end of year

Cash flows from operating activities were $583.7 million for 2024 versus $577.9 million for 2023 largely driven by increased depreciation and amortization and deferred income taxes, partially offset by changes in other assets and liabilities.

For 2024, net cash used in investing activities was $1,035.9 million versus $448.7 million in 2023 primarily due to the acquisition of terminals from Yellow Corporation in January 2024 in addition to increased purchases of revenue equipment to support higher volumes and expanded footprint.

Net cash used in financing activities was $175.4 million in 2024 versus $20.4 million in 2023 as a result of borrowings to fund capital expenditures during 2024.

Cash flows from operating activities were $595.0 million for 2025 versus $583.7 million for 2024 largely driven by changes in other assets and liabilities, and increased depreciation and amortization, partially offset by net gains from property disposals.

For 2025, net cash used in investing activities was $552.5 million versus $1,035.9 million in 2024 primarily due to the acquisition of terminals from Yellow Corporation in January 2024 as well as decreased revenue equipment acquisitions in 2025 compared to 2024.

Net cash used in financing activities was $42.2 million in 2025 versus $175.4 million provided by financing activities in 2024 as a result of higher borrowings to fund capital expenditures during 2024.

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements.

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As of December 31, 2025, the Company has $500.6 million of availability under its Revolving Credit Facility and $250 million of uncommitted financing under the Company's Private Shelf Agreement, subject to certain conditions.

Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable and wage and benefit accruals.

The Company was in compliance with its debt covenants at December 31, 2025.

Net capital expenditures pertain primarily to investments in tractors and trailers and other revenue equipment, information technology, land and structures.

Projected net capital expenditures for 2025 are expected to be over $700 million compared to 2024 net capital expenditures of $1.0 billion.

Net capital expenditures pertain primarily to investments in tractors, trailers, other revenue equipment, information technology as well as land and structures.

Projected net capital expenditures for 2026 are expected to be $350 million to $400 million compared to 2025 net capital expenditures of $544.1 million.

Estimated 2026 capital expenditures include a normal replacement cycle of revenue equipment and technology investments for our operations, and additional revenue equipment and real estate investments to support our growth initiatives.

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Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility).

On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility.

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December 2024.

The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million.

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Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin.

Additionally, the amendment adjusted the applicable margin such that the applicable margin is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio.

Additionally, the amendment adjusted the applicable margin such that it is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio.

The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio.

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At December 31, 2025, the Company had outstanding borrowings of $63.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility.

At December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 million under the Revolving Credit Facility.

At December 31, 2024, the Company had $94.0 million of outstanding borrowings and outstanding letters of credit of $32.2 million under the Revolving Credit Facility.

See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Revolving Credit Facility.

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The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company.

The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

The Initial Notes are senior

unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.

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The Company was in compliance with its debt covenants under the Shelf Agreement at December 31, 2025.

At December 31, 2024 and 2023, the Company had outstanding notes under the Shelf Agreement of $100.0 million and $0, respectively.

At December 31, 2025 and 2024, the Company had outstanding notes under the Shelf Agreement of $100.0 million.

See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Shelf Agreement.

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The Company is obligated under finance leases with seven-year terms for revenue equipment totaling $1.0 million and $6.3 million as of December 31, 2025 and 2024, respectively.

Amortization of assets held under the finance leases is included in depreciation expense.

Amortization of assets held under the finance leases is included in depreciation and amortization expense.

The weighted average interest rates for the finance leases at December 31, 2025 and 2024 were 3.53% and 4.09%, respectively.

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Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the credit arrangements.

Total contractual obligations for operating leases at December 31, 2024 totaled $147.3 million.

Contractual obligations for operating leases at December 31, 2025 totaled $168.2 million.

This includes operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S.

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Purchase obligations at December 31, 2025 were $14.8 million.

As of December 31, 2024 the Revolving Credit Facility had $94.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.

As of December 31, 2025 the Revolving Credit Facility had a $63.0 million outstanding principal balance and the Shelf Agreement had a $100.0 million outstanding principal balance.

See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the credit arrangements.

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o Description :

The Company is self-insured for portions of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health claims.

The Company is self-insured for certain levels of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health claims.

o Judgments and Uncertainties :

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These accruals could be significantly affected if the actual costs of these claims differ from the estimates and assumptions used to establish the accruals.

significant number of these claims typically take several years to develop and even longer to ultimately settle.

A significant number of these claims typically take several years to develop and even longer to ultimately settle.

These accruals have been reasonably accurate over time;

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In many cases, there are alternative policies or estimation techniques that could be used.

We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated

financial statements.

We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated financial statements.

However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.

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Depreciation and amortization

Operating losses, net

Operating (gains) losses, net

Total operating expenses

Operating Income

Non-operating (Income) Expenses:

Non-operating Expenses (Income):

Interest expense

Interest income

Non-operating (income) expenses, net

Non-operating expenses (income), net

Income Before Income Taxes

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Deferred income taxes

Loss from property disposals, net

(Gain) loss from property disposals, net

Stock-based compensation

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( 1,023,000 )

( 1,060,100 )

Borrowings of revolving credit facility

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Saia, Inc., and its subsidiaries (Saia or the Company), is headquartered in Johns Creek, Georgia.

Saia is a leading, less-than-truckload (LTL) motor carrier with more than 97 % of its revenue derived from transporting LTL shipments for customers.

In addition to the core LTL services provided in the United States, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.

Saia is a leading, less-than-truckload (LTL) motor carrier with approximately 97 % of its revenue derived from transporting LTL shipments for customers.

In addition to the core LTL services provided in the United States, the Company also offers customers a wide range of other value-added services, including brokered truckload and expedited transportation and other logistics services across North America.

Basis of Presentation

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and impairment assessments on long-lived assets and goodwill.

Recent Accounting Pronouncements Adopted in 2024

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

” The standard requires all entities with a single reportable segment to apply all segment disclosure requirements.

This standard became effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024.

The Company adopted the standard on a retrospective basis for the 2024 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Adopted in 2025

In December 2023, the FASB issued ASU No.

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Improvements to Income Tax Disclosures.” Under this ASU, income tax disclosures are expanded primarily by requiring the disaggregation of the rate reconciliation and income taxes paid disclosures.

This standard is effective for annual reporting periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

This standard became effective for annual reporting periods beginning after December 15, 2024.

The Company adopted the standard on a retrospective basis for the 2025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, "Financial Instruments - Credit Losses (Topic 326):

This standard is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those fiscal years.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, " Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

This standard is effective for annual reporting periods beginning after December 15, 2027 and for interim periods within those fiscal years.

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Summary of Accounting Policies

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This change was recognized prospectively.

The changes in estimates resulted in an increase in income from continuing operations of approximately $ 7.7 million (a $ 5.8 mil lion increase in net income) for the year ended December 31, 2024.

The changes in estimates resulted in an increase in income from continuing operations of

approximately $ 2.9 million and $ 7.7 million (a $ 2.2 million and $ 5.8 million increase in net income) for the years ended December 31, 2025 and 2024, respectively.

Claims and Insurance Accruals:

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Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date.

The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited transportation services over the transit time of the shipment as it moves from origin to destination based on the transit status at the end of each reporting period.

The Company recognizes revenue related to the Company’s LTL, brokered truckload and expedited transportation services over the transit time of the shipment as it moves from origin to destination based on the transit status at the end of each reporting period.

Key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:

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The Company has various stock-based compensation plans for its employees and non-employee directors.

The Company stock-based compensation includes awards of stock options, restricted stock awards, and stock-based performance unit awards, all of which are accounted for under FASB ASC Topic 718, Compensation-Stock Compensation .

The Company stock-based compensation includes awards of stock options, restricted stock awards, and stock-based performance unit awards, all of which are accounted for under FASB ASC Topic 718,

Compensation-Stock Compensation .

Stock options granted to employees are valued using a Black-Scholes-Merton model with the expense amortized over the three-year vesting period.

Restricted stock is valued based on the fair market value of the Company's common stock at the date of grant and the expense is amortized over the three to five

year vesting period.

Stock-based performance unit awards are valued using a Monte Carlo model and the expense is amortized over the three-year vesting period.

Restricted stock is valued based on the fair market value of the Company's common stock at the date of grant and the expense is amortized over the three to five year vesting period.

Stock-based performance unit awards are valued using a Monte Carlo model and the expense is amortized over the three-year performance period.

Intangible Assets:

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Purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Other Current Liabilities :

Other current liabilities are mainly comprised of other accrued taxes.

Other accrued taxes were $ 26.0 million and $ 31.7 million for the years ended December 31, 2025 and 2024 , respectively.

The costs of advertising are expensed as incurred.

Advertising costs charged to expense were $ 5.0 million, $ 2.9 million, and $ 7.2 million in 2024, 2023 and 2022 , respectively.

Advertising costs charged to expense were $ 2.7 million, $ 5.0 million, and $ 2.9 million for the years ended December 31, 2025, 2024 and 2023 , respectively.

Financial Instruments:

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The Company is party to a credit agreement with a group of banks as well as a private shelf debt agreement to fund capital investments, letters of credit and working capital needs.

The payment of dividends is restricted under the Company's credit arrangements.

Credit Arrangements

Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility).

On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility.

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December, 2024.

The amendment increased commitments under the Revolving Credit Facility by $ 300 million to an aggregate commitment of $ 600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $ 150 million to $ 300 million.

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Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10 %, or (b) an alternate base rate, in each case plus an applicable margin.

Additionally,

the amendment adjusts the applicable margin such that the applicable margin is now between 1.25 % and 2.00 % per annum for term SOFR loans and between 0.25 % and 1.00 % per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio.

The amendment also modifies the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175 % and 0.30 % based on the Company’s consolidated net lease adjusted leverage ratio.

Additionally, the amendment adjusted the applicable margin such that it is now between 1.25 % and 2.00 % per annum for term SOFR loans and between 0.25 % and 1.00 % per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio.

The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will

now range between 0.175 % and 0.30 % based on the Company’s consolidated net lease adjusted leverage ratio.

The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default.

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At December 31, 2025, the Company had outstanding borrowings of $ 63.0 million and outstanding letters of credit of $ 36.4 million under the Revolving Credit Facility.

At December 31, 2023 , the Company had no outstanding borrowings and outstanding letters of credit of $ 32.1 million under the Revolving Credit Facility.

At December 31, 2024 , the Company had $ 94.0 million of outstanding borrowings and outstanding letters of credit of $ 32.2 million under the Revolving Credit Facility.

The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company.

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The Company was in compliance with its debt covenants under the Shelf Agreement at December 31, 2025.

At December 31, 2024 and 2023, the Company had outstanding notes under the Shelf Agreement of $ 100.0 million and $ 0 , respectively.

At December 31, 2025 and 2024, the Company had outstanding notes under the Shelf Agreement of $ 100.0 million .

The estimated fair value of these notes approximates book value for each year.

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Other Information

Right-of-use assets obtained in exchange for new finance lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities

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Goodwill and Other Intangible Assets

There was no change to the carrying amount of goodwill of $ 12.1 million for fiscal years ending December 31, 2024, 2023 and 2022, respectively.

There was no change to the carrying amount of goodwill of $ 12.1 million for fiscal years ending December 31, 2025, 2024 and 2023.

The gross amounts and accumulated amortization of identifiable intangible assets are as follows (in thousands):

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Trademarks (useful life of 15 years)

Amortization expense for intangible assets was $ 0.9 million for 2024 , $ 0.9 million in 2023 and $ 1.0 million in 2022 .

Amortization expense for intangible assets was $ 0.9 million for 2025, 2024 and 2023 .

Estimated amortization expense for the next five years is as follows (in thousands):

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The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 2.5 million, $ 8.3 million, and $ 7.0 million, respectively.

The weighted-average grant-date fair value per share of options granted during the year ended December 31, 2022 was $ 94.36 .

There were no options granted during the years ended December 31, 2025, 2024 and 2023.

The following table summarizes the weighted average assumptions used in valuing options for the year ended December 31, 2022:

Risk-free interest rate

Expected life in years

Expected volatility

Dividend rate

The risk-free interest rate for periods within the contractual life of the option is based on a three-month average U.S.

Treasury yield at the time of grant.

The expected life of the options represents the period of time that options granted are expected to be outstanding.

Expected volatilities are based on historical volatility of the Company’s stock.

The following table summarizes restricted stock activity during the year ended December 31, 2025:

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The Company grants performance unit awards to executives as part of the Company’s long term incentive plan.

The criteria for payout of the awards is based on a comparison over the three-year performance period of these awards of the total stockholder return (TSR) of the Company’s common stock compared to the TSR of the companies in a peer group established by the Compensation Committee.

These stock-based awards are accounted for in accordance with ASC Topic 718 with the expense amortized over the three-year vesting period based on the fair value of the awards at the grant date measured using the Monte Carlo method.

These stock-based awards are accounted for in accordance with ASC Topic 718 with the expense amortized over the three-year performance period based on the fair value of the awards at the grant date measured using the Monte Carlo method.

Operating results include expense for the performance unit awards of $ 6.0 million in 2025, $ 5.3 million in 2024 and $ 4.5 million in 2023.

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There was an issuance of 24,716 shares for the January 2023 - December 2025 performance period in February 2026, 23,434 shares for the January 2022 - December 2024 performance period in February 2025, and 25,716 shares for the January 2021 - December 2023 performance period in February 2024.

At December 31, 2024, performance unit awards are outstanding for a maximum of 27,838 shares for the January 2022 – December 2024 performance period and for a maximum of 15,914 shares for the January 2023 – December 2025 performance period.

At December 31, 2025, performance unit awards are outstanding for a maximum of 15,674 shares for the January 2024 – December 2026 performance period and for a maximum of 21,252 shares for the January 2025 – December 2027 performance

As of December 31, 2025, there is unrecognized compensation expense of $ 7.6 million related to unvested performance unit awards, which is expected to be recognized over a weighted average period of 1.7 years.

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Director Awards

The 2018 Omnibus Plan provides for an annual grant to each non-employee director of shares of Saia stock with a value not to exceed $ 500,000 with the number of shares to be determined each year by the Compensation Committee.

For 2025, 2024 and 2023 each non-employee director was granted 318 , 301 and 379 shares, respectively, of Saia stock under the 2018 Omnibus Plan.

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The Company match has historically been 50 percent of the first six percent of an eligible employee’s contributions.

The Company’s total contributions to

the 401(k) savings plans included in salaries, wages and employees' benefits for the years ended December 31, 2024, 2023 and 2022, were $ 19.0 million, $ 15.2 million, and $ 14.0 million, respectively.

The Company’s total contributions to the 401(k) savings plans included in salaries, wages and employees' benefits for the years ended December 31, 2025, 2024 and 2023, were $ 20.7 million, $ 19.0 million, and $ 15.2 million, respectively.

Cash Incentive Awards

The Company provides cash incentive awards to certain salaried employees which are based primarily on actual operating results achieved for the year, compared to targeted operating results.

Operating results include cash incentive awards of $ 12.4 million, $ 38.8 million, and $ 32.6 million in 2024, 2023 and 2022, respectively.

Operating results include cash incentive awards of $ 15.8 million, $ 12.4 million, and $ 38.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Included in these amounts are also incentives that are based on other targets specifically associated with the respective employees' positions.

Employee Stock Purchase Plan

In January 2003, the Company adopted the Employee Stock Purchase Plan of Saia, Inc.

(the ESPP) allowing eligible employees to purchase common stock of the Company at current market prices through payroll deductions of up to 10 percent of annual wages.

In 2015, the Company amended the ESPP to allow highly compensated employees as defined by Section 401(a)(17) of the Internal Revenue Code to make payroll deductions of up to 20 percent of annual wages.

The Company has adopted the Employee Stock Purchase Plan of Saia, Inc.

(the ESPP) allowing eligible employees to purchase common stock of the Company at current market prices through payroll deductions of up to

10 percent of annual wages.

The ESPP allows highly compensated employees as defined by Section 401(a)(17) of the Internal Revenue Code to make payroll deductions of up to 20 percent of annual wages to purchase common stock of the Company.

The custodian uses the funds to purchase the Company’s common stock at current market prices.

The custodian purchased 1,066 , 1,420 and 2,158 shares in the open market during 2024, 2023 and 2022 , respectively.

The custodian purchase d 1,513 , 1,066 and 1,420 shares in the open market during the years ended December 31, 2025, 2024 and 2023 , respectively.

The income tax provision consists of the following (in thousands):

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Total provision

* State taxes in California, Illinois, Pennsylvania, Georgia, Tennessee, Arizona, North Carolina, Kansas and Indiana made up the majority (greater than 50 percent) of the tax effect in this category for 2025, 2024, and 2023.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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The Company paid cash for income taxes of $ 6.1 million, $ 101.2 million, and $ 72.8 million in 2025, 2024 and 2023 , respectively.

The Company does not anticipate total unrecognized tax benefits will significantly change during the next twelve months due to the settlements of audits and the expiration of statutes of limitations.

The following table presents cash paid for income taxes, by jurisdictions (in thousands):

State and local

Total income tax cash paid

Valuation and Qualifying Accounts

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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 7. Management’s Discussion and Analysis