SAIA 10-K & 10-Q changes, risk factors and insider trading

Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should carefully consider the risks and uncertainties described below, together with all the other information included in this Annual Report on Form 10-K, including our financial statements and the related notes. 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. Additional risks and uncertainties that we are unaware of or that we currently see as immaterial may also adversely affect our business. Some statements in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements.”

Our business is subject to a number of general economic conditions that may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. 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 international trade policies and relations, and disruptions in oil and financial markets. Economic conditions may adversely affect the business levels of our customers, thetheir amountdemand offor transportation services they need andservices, their ability to pay for our servicesservices, and could reduce the prices we are able to charge for our services.

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:

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; and Technological advances require increased investments to remain competitive, and we may not utilize enoughsufficient advanced technology, select the correct technology solutions or convincepersuade our customers to accept higher prices to cover the cost ofoffset these investments.investment costs.

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,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.

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. The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers, mechanics and office personnel. We may experience shortages of qualified employees that could result in the failure to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

EconomicInflation pressures caused by inflation havehas 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, healthcare costs, real estate costs, and purchased transportation. 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.flows may be adversely affected.

Diesel fuel is a significant operating expense, and its availability is vital to daily operations. We do not hedge against the risk of diesel fuel price increases. 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 obtainsecured 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. To the extent not offset by diesel fuel surcharges or other customer price changes, volatility in diesel fuel prices could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Historically, we have been able to offset significant diesel fuel price volatility through fuel surcharges and other pricing adjustments but we may not be able to do so in the future. Fluctuations in our fuel surcharge recovery may result in fluctuations in our revenue. Rapid and significant fluctuations in diesel fuel prices could reduce our profitability unless we are able to make the appropriate adjustments to our pricing strategy. Such fluctuations 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 itsour self-insured retention amounts. In recent years, several insurance companies have completely stopped offering coverage to trucking companies orcompanies, 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. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost for obtaining such coverage, or could subject us to significant liabilities for which no insurance coverage is in place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Our self-insured retention limits can make our insurance and claims expenses higher and/or more volatile. We accrue for the estimated costs of the uninsured portion of pending claims based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amountsamounts, is inherently difficult. This, along with legal expenses associated with claims, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.

We have implemented a strategy to significantly expand our geographic and terminal network. Consistent with our growth strategy, we have recently opened numerous new terminals in new and existing markets, and we intend to continue this terminal network growth in the future. There can be no assurance that we will be successful at adding new markets or terminals as plannedplanned, or that such markets or terminals will be profitable. Our expansion has required and will continue to requirerequire, significant investments in purchased or leased terminals, equipment (including the purchase of new tractors and trailers), technology, employees and other related start-up costs to facilitate our growth plans. Expansion could cause disruptions in our existing geography or customer service levels or require management to devote excessive time and effort to manage the expansion, which could materially adversely affect our business operations and profitability. Operating in new geographies may also increase the possibility of union organizing efforts. A delay between the outlay of expenditures to expand our geographic and network footprint and generation of new revenue or higher than anticipated costs or lower than expected revenues from the expansion could negatively impact our business. We may experience decreased profitability until we are able to fully realize the benefits of the investment, if ever. 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.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. Code. In connection with this acquisition, the Companywe assumed certain liabilities related to those facilities, including assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S. Bankruptcy Court for the District of Delaware. TheSince CompanyJanuary 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 inrelated connectionto withthese the acquisitionassets that are unexpected or that exceed costs and expenses otherwise known. Furthermore,Moreover, thefrom acquisition,time refurbishment,to integration,time openingwe 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 operationcash of such facilities may be more disruptive to existing Company operations than anticipated or more expensive than expected.flows. There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such terminals.assets.

We rely heavily on technology to operate our businessbusiness, 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 networksystems includingand our ability to provide services that are important to our customers.network. Our cybersecurity and technology infrastructure includes technology products and services provided to us for use in our business by outsidethird 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 systemssystems, 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, failures, delays or damage from a number of causes outside of our controlcontrol, 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,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. TheFurther, rapidthe evolution and increased adoption of AItechnologies technologiessuch as artificial intelligence and machine learning may intensifymake ouranticipating cybersecuritythreats risks.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 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, andany of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

A portion of our workforce operates remotely full-time or under hybrid work arrangements, and we provide these employees with expanded remote network access options to enable them to work outside of our buildings and, in some cases, on their own personal devices, which exposes us to increased cybersecurity risks. 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 ITinformation 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. 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.

Our business demandsrelies the use ofon sophisticated systems and technology.technology Theseto systemsremain 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 customers’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. We also may not achieve the benefits that we anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs or could impair our results of operations.

Technology and new market entrants may also disrupt the way we and our competitors operate. We expect our customers to continue to demand more sophisticated systems and technology-driven solutions from their suppliers.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 AIartificial intelligence applications could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

We use AIartificial 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 results of operations.business.

We incorporate certain machineartificial learning AIintelligence solutions (but not generative AI) into our business operations, and these applications may become more important in our operations over time. Our competitors or other third parties may incorporate AIartificial 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 AIartificial intelligence applications assist in producing areare, or are alleged to bebe, 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 AIartificial intelligence may result in increased cybersecurity incidents. Any such cybersecurity incidents could adversely affect our reputation and results of operations. AIArtificial intelligence also presents emerging ethical issues and if our use of AIartificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI,artificial intelligence, including potential government regulation of AIartificial intelligence and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our ITinformation technology systems to minimize unintended harmful impacts. The failure to effectively utilize AIartificial intelligence or to respond to cybersecurity threats from the use of AIartificial intelligence could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Investment in new revenue equipment, including tractors and trailers, is a significant part of our annual capital expenditures. The price of such equipment may increase as a result of inflation, new or higher tariffs, increased demand for or decreased supply of such equipment, increased cost of materials and labor or because of current or future regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency (EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive reductions in exhaust emissions and a transition to zero-emission vehicles. Current regulations have increased prices for tractors and maintenance costs and may continue to do so in the future. In addition, as we purchase new revenue equipment as part of our normal replacement cycle each year, we rely on the used equipment market to dispose of our older equipment. 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 our 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.

Changes in U.S. international trade relationships,policy includingand the impositionimpact of new or higher tariffs,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. The U.S. government has proposedmade significant changes in U.S. trade policy, including the imposition of newa orbaseline tariff on product imports from almost all countries and the potential for higher tariffs on goodscertain enteringother the U.S., including from Mexico and Canada.countries. Certain foreign governments either have taken or are threatening to take retaliatory actions in response. AnyThese increasechanges 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 customs duties or renegotiation of U.S.other trade agreements, or any other action that could have a negative impact on international trade,restrictions, including corresponding actions taken by other countries in response to U.S. governmental actions,actions or continuing uncertainty around the timing or scale of tariffs, could causecontinue ato reductiondecrease indemand the volume of shipments transported infor our networkservices 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 operation,operations, liquidity and cash flows.

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.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. Infrastructure constraints and measures to fund infrastructure improvements could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Our business is highly capital intensive. Our net capital expenditures for 20242025 were approximately $1$544 billion.million Additionally,and we anticipate net capital expenditures in 2025 in excess2026 of $700approximately $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 lessmore favorablerestrictive or higher cost financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing our maintenance costs.costs, The amount and timingany 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 thesewhich could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We must maintainsatisfy certain financial and other restrictive covenants under our credit agreements, including among others, a maximum consolidated net lease adjusted leverage ratio.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. If acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or obtain required letters of credit, or we may need to issue securities which would dilute stock ownership. Even if new financing is made available to us, the terms may not be acceptable. A default under our credit agreements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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

We depend on the efforts and abilities of our senior management, and we believe their knowledge would be difficult to replicate. The futureOur success ofis our business will continue to depend in partdependent on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future. Competition for seniorkey management is intense, and mostqualified 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 seniormanagement managementteam do not have employment agreements. Certain members of seniorour managementkey 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 membersthose of senior managementemployees from working for a competitor or soliciting our customers. The loss of the services of any of our seniorkey managementemployees 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 memberkey of senior managementemployee would require our remaining executivemanagement officersteam to divert immediate and substantial attention to fulfilling the duties of the departing executiveemployee 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 believe that the Company’sour corporate reputation and the positive image of our brand are valuable assets. As use of social media becomesusage more prevalent,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. The immediacy of certain social media outlets precludes us from having real-time control over postings related to the Company, whether matters of fact or opinion. Information distributed via social media could result in immediate unfavorable publicity that we do not have the ability to reverse. 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.

Unanticipated issues in the assimilation and consolidation of IT,information technology, communications, and other systems, including additional systems training and other labor inefficiencies;

Potential impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions; and Potential failure of the due diligence processes to identify significant issues with legallegal, andfinancial, financialor environmental liabilities and contingencies, among other things.

In the event that we do not realize the anticipated benefits of an acquisitionacquisition, 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.

Tractor engines that comply with the EPA emission-control designregulatory 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.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.

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 have adopted or 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. TheCompliance 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.

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, 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.

Our business is subject to increased legislative and regulatory efforts regarding data protection and transparency in how data is used and stored. State governments have enacted 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. ComplyingMonitoring 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. Violations or noncompliance with data protection laws could result in significant liability from governmental or civil actions and negative impacts to our reputation, financial condition, results of operations, liquidity and cash flows.

Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water. We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination may have occurred. Under existing law, we could be held responsible for costs related to environmental contamination atat, or emanating fromfrom, our current and past facilities and at third party waste disposal sites. 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 andpast, can occur in the futurefuture, 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 affectingaffecting, and are expected to continue to affectaffect, 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. In addition, several states, including states where we conduct business, have adopted various GHG disclosure and reduction programs. The EPA and the states could also further regulate GHG emissions. These regulations could increase the costs of replacing and maintaining tractors, and cause us to incur additional taxes and operating costs and capital expenditures to make changes to our operations in order to comply with these regulations. The regulations could also cause delays or disruptions in our operations and could reduce our revenues. We are subject to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with environmental programs. Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our cost structure, business, or results of operations. We could lose revenue if our customers divert business from us because we have not complied with their sustainability requirements. These costs, changes and loss of revenue could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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 in the following categories: unsafe driving; hours-of-service compliance; driver fitness; controlled substances/alcohol; vehicle maintenance; hazardous material compliance; and crash indicators.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. WhileIf the ultimateCompany impactreceives unacceptable CSA program scores or if the CSA program reduces the pool 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.flows may be adversely affected.

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

Companies across all industries, including Saia, are subject to increased scrutiny from stakeholders, including investors, customers, shareholder advocacy groups and governmental entities, concerning environmental matters, such as greenhouse gas emissions, and social issues, such as employment practices and civil rights. 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 harmedsuffer 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.

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 an economic downturn could alsocause 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.

failure to achieve acquisition synergies and theor disruption to our business due to such acquisitions;

The Company’s business is highlyclosely correlated towith non-service sectors of the general economy. The Company’sOur strategy is to improve profitability by increasing revenue per shipment while alsogrowing increasingshipment volumes. Components of this strategy include building density inwithin our existing geographynetwork and pursuingexpanding geographicour geographical footprint and terminal expansion in an effortinfrastructure to promotesupport profitable growth and improvestrengthen our customer value proposition over time. The Company’s businessoperations isare labor intensive, capital intensive and service sensitive. TheWe Companycontinuously looks forseek opportunities to improve safety,safety performance, cost effectivenessefficiency and asset utilization (primarily- particularly with respect to tractors and trailers).trailers. Pricing initiatives have hadcontributed apositively positive impact onto profitability. The Company continues to execute targeted sales and marketing programs along with initiativesactions designed to align costsour cost structure 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 operating revenue increased by 11.40.8 percent in 20242025 compared to 2023.2024. The increase was a result of increased volumerevenue per shipment, including fuel surcharge, due to pricing actions and pricingtruckload volume generated through our logistics business. Pricing actions, which included 7.9, 7.55.9 and 6.57.9 percent general rate increases on October 1, 2025 and 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 increasesincreases, were largely offset by a decrease in fuel surcharge revenue, resulting fromslightly lower dieselshipment fuel prices.volumes.

Consolidated operating income increaseddecreased to $352.2 million for 2025 compared to $482.2 million forin 20242024. comparedThe to $460.5 milliondecrease in 2023. The increase in 20242025 operating income resulted primarily from increased volumes partially offset by increases in salaries, wages and benefits, including workers'group compensationhealth insurance costs, depreciation expense and claims and relatedinsurance expense,costs. andThese depreciationincreases expense.were partially offset by increased revenue of $25.2 million, year over year.

The followingThis 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). This discussion should be read in conjunction with the accompanying audited consolidated financial statements which include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

Saia is a transportation company headquartered in Johns Creek, Georgia that provides less-than-truckload (LTL) services through a single integrated organization. While more thanapproximately 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-assetbrokered truckload,truckload and expedited transportation and other logistics services across North America.

Our business is highlyclosely correlated towith 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; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Consolidated revenue increased 11.40.8 percent to $3.2 billion primarily due to increased shipmentsrevenue andper tonnage,shipment, partiallyincluding asfuel a result of a redistribution of freightsurcharge, due to apricing competitoractions bankruptcyand intruckload 2023.volume generated through our logistics business. Positive pricing actions were largely offset by slightly lower shipment volumes. Saia’s LTL tonnage increased 8.92.1 percent while LTL shipments increaseddecreased 12.40.7 percent for 2024.2025. Overall LTL revenue per shipment, excluding fuel surcharges, increased 1.11.2 percent in 20242025 as a result of pricing actionsactions. For 2025 and changes in business mix. For 2024 and 2023,2024, 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, 7.55.9 and 6.57.9 percent general rate increases on October 1, 2025 and October 21, 2024, December 4, 2023 and January 30, 2023, respectively. Competitive factors,dynamics, customer turnover and mixchanges changes,in shipment mix, among other things, impactmay thelimit extentour ability to whichretain 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 reducemitigate the Company’s exposure to fluctuationsvolatility in diesel fuel prices by adjusting total freight charges to account forreflect changes in the pricenational ofaverage diesel fuel.price. TheFuel Company’ssurcharges, fuelwhich surcharge is generally based on the average national price for diesel fuel and isare typically resetupdated weekly. Fuel surchargesweekly, are widely accepted inwithin the LTL industry and arerepresent a significant component of revenue and pricing.pricing Fuelstructure. Although fuel surcharges are an integralimportant partelement of customer contract negotiationsnegotiations, butthey representcomprise only one portionaspect of overalltotal customer price negotiations,pricing, as customers may negotiate increasesadjustments inbetween base rates instead of increases inand fuel surcharges ordepending viceon versa.individual contract terms. Fuel surcharge revenue decreasedremained toflat at 15.0 percent of operating revenue in 20242025 compared to 16.915.0 percent in 2023 primarily as a result of decreases in the cost of diesel fuel.2024.

Consolidated operating income increaseddecreased to $352.2 million in 2025 compared to $482.2 million in 20242024. comparedThe to $460.5 milliondecrease in 2023. The increase in 20242025 operating income resulted primarily from increased volumes which were partially offset by increases in salaries, wages and benefits, including workers'group compensationhealth insurance costs, depreciation expense and claims and relatedinsurance expense,costs. andThese depreciationincreases expense.were partially offset by increased revenue of $25.2 million, year over year. The 20242025 operating ratio (operating expenses divided by operating revenue) was 85.089.1 percent as compared to 84.085.0 percent in 2023.2024.

Salaries, wages and employees’ benefits expense increased $186.6$91.9 million in 20242025 compared to 2023.2024. This increase was largely driven by increased headgroup counthealth insurance costs of $37.3 million related to supportthe increasedinflationary volumes,costs ongoingof businessclaims. growthThis andincrease networkalso expansion, as well as, increased training hours and areflects Company-wide wage increaseincreases of approximately 3% in October 2025 and 4.1% in July 2024 offor approximatelyall 4.1 percent, excluding executives. In addition,employees other employeethan relatedexecutives costsas increased,well includingas anhigher increaseaverage inhead count associated with new terminal openings, most of which occurred during the numberfirst and costsquarter of workers' compensation claims and unfavorable development of historical claims.2025. Purchased transportation expense decreased $1.4$2.7 million in 20242025 compared to 20232024 primarily due to a decrease in purchased transportation miles and decreased cost per mile.mile for purchased transportation. Fuel, operating expenses and supplies increased by $65.7$25.3 million primarily driven by increased facilityinformation technology costs associated with network optimization and administrativesupport. This increase also reflects higher facility and vehicle maintenance costs relatedresulting tofrom increasedour volumesexpanded geographic footprint and expandedlarger footprint.base of revenue equipment. Claims and insurance expense in 20242025 was $9.7$15.1 million higher than 20232024 largely due to increasedthe autodevelopment liabilityon open cases and cargoincreased claimscost activityper and development of open claims.claim. The Company experiences volatility in accidentclaims expenseand 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 $31.3$38.5 million in 20242025 compared to 20232024 primarily due to ongoing investments in revenue equipmentequipment, our terminal network and networktechnology. expansion.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 20242025 was $6.4$7.5 million greater than 20232024 due to interestincreased expense related to increasedaverage borrowings under the credit arrangements in 2024.2025. Interest income in 20242025 was $5.2$0.9 million less than 2023 due to2024 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, 20242025 and 2023.2024, respectively.

Our business remains highlyclosely correlated towith 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 highertariff tariffs,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. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. 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 21,1, 2024,2025, Saia implemented a 7.95.9 percent general rate increasesincrease 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 JulyOctober 2024,2025, the Company implemented a salary and wage increase of approximately 4.13.0 percent for all of its employees, excluding executives. The total cost of the compensation increase is expected to be approximately $59.0$34.9 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through its geographic and terminal expansion which should result in numerous operating leverage cost benefits. 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,factors. includingThese factors include the cost and availability of drivers, dock workers and personnel,personnel and purchased transportation,transportation and the cost of diesel fuelfuel, claims and insurance costs and inflation.other inflationary factors.

Recent Accounting Pronouncements Adopted in 20242025

In NovemberDecember 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07,2023-09, “SegmentIncome ReportingTaxes (Topic 280740): Improvements to ReportableIncome SegmentTax Disclosures.” TheUnder standardthis requiresASU, allincome entitiestax withdisclosures aare singleexpanded reportableprimarily segmentby torequiring applythe alldisaggregation segmentof disclosurethe requirements.rate reconciliation and income taxes paid disclosures. This standard becameis 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 20242025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Working capital at December 31, 20242025 was $157.4$169.2 million compared to $326.6$157.4 million at December 31, 2023.2024. This decreaseincrease is primarily due to an increase in accounts receivable of $9.2 million and a decrease in cashaccounts and cash equivalentspayable of $276.7$7.1 million to fund the Yellow Corporation real estate acquisitions and additional revenue equipment used to support higher volumes and expanded footprint,million, partially offset by ana increasedecrease in income taxes receivable andof decreases$11.6 in accounts payable and wages, vacation and employees' benefits.million.

Cash flows from operating activities were $595.0 million for 2025 versus $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.liabilities, and increased depreciation and amortization, partially offset by net gains from property disposals. For 2024,2025, net cash used in investing activities was $1,035.9$552.5 million versus $448.7$1,035.9 million in 20232024 primarily due to the acquisition of terminals from Yellow Corporation in January 2024 inas additionwell toas increased purchases ofdecreased revenue equipment acquisitions in 2025 compared to support higher volumes and expanded footprint.2024. Net cash used in financing activities was $175.4$42.2 million in 20242025 versus $20.4$175.4 million provided by financing activities in 20232024 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. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit arrangements. As of December 31, 2024,2025, the Company has $473.8$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 andas well as wage and benefit accruals. The Company was in compliance with its debt covenants at December 31, 2024.2025.

Net capital expenditures pertain primarily to investments in tractorstractors, and trailers andtrailers, other revenue equipment, information technology,technology as well as land and structures. Projected net capital expenditures for 20252026 are expected to be over$350 $700million to $400 million compared to 20242025 net capital expenditures of $1.0$544.1 billion.million. Estimated 20252026 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.

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility). Onthat was amended in December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility.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. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. 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 marginit 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. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at December 31, 2024.2025.

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, 2024, the Company had $94.0 million of outstanding borrowings of $94.0 million and outstanding letters of credit of $32.2 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.

On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement), with PGIM, Inc. (Prudential), and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.

At December 31, 20242025 and 2023,2024, the Company had outstanding notes under the Shelf Agreement of $100.0 million and $0, respectively.million.

The Company is obligated under finance leases with seven-year terms for revenue equipment totaling $6.3$1.0 million and $16.5$6.3 million as of December 31, 20242025 and 2023,2024, respectively. 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, 20242025 and 20232024 were 4.09%3.53% and 3.95%,4.09%, respectively.

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 contractualContractual obligations for operating leases at December 31, 20242025 totaled $147.3$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. generally accepted accounting principles. Contractual obligations in the form of finance leases were $6.4$1.0 million at December 31, 2024,2025, which include both principal and interest components. Purchase obligations at December 31, 20242025 were $27.7$14.8 million. As of December 31, 20242025 the Revolving Credit Facility had $94.0a $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.

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

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 over time 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.

FirstSecond Quarter Overview

The Company’s operating revenue increased by 2.417.1 percent in the firstsecond quarter of 2026 compared to the same period in 2025. This increase resultedwas primarilydue fromto an increase inhigher fuel surcharge revenue dueas toa result of higher diesel fuel prices.prices, Additionally,a 4.4 percent increase in the first quarter of 2026, LTL shipments per workday wereas upwell 1.0as percent.a 1.5 percent increase in LTL revenue per shipment, excluding fuel surcharges. LTL revenue per shipment increased 0.712.0 percent to $357.93$393.56 compared to the prior year firstsecond quarter.

Consolidated operating income was $66.8$125.2 million for the firstsecond quarter of 2026 compared to $70.2$99.4 million for the firstsecond quarter of 2025. Diluted earnings per share were $3.51 for the firstsecond quarter of both 2026 andcompared 2025to werediluted $1.86.earnings per share of $2.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 91.786.9 percent in the firstsecond quarter of 2026 compared to 91.187.8 percent in the firstsecond quarter of 2025. The Company generated $139.6$291.2 million in net cash provided by operating activities in the first threesix months of 2026 compared with $109.1$279.8 million in the same period last year.

For the quarters ended MarchJune 31,30, 2026 and 2025

Quarter and six months ended MarchJune 31,30, 2026 compared to quarter and six months ended MarchJune 31,30, 2025

Consolidated operating revenue for the quarter ended MarchJune 31,30, 2026 increased by 2.417.1 percent compared to the firstsecond quarter of 2025 to $806.2$956.5 million primarily as a result of an increase in fuel surcharge revenue due torevenue, higher dieselvolumes fueland prices.pricing actions. For the firstsecond quarter of 2026, Saia’s LTL shipments increased 1.04.4 percent to 2.22.4 million shipments, while LTL tonnage was downup 2.18.4 percent to 1.51.7 million tons. LTL revenue per shipment, excluding fuel surcharge, decreasedincreased 1.21.5 percent to $297.11$303.12 for the firstsecond quarter of 2026 as a result of lowerpricing weight per shipmentactions and length of haul partially offset by changes in business mix and pricing actions.mix. For the firstsecond quarter of 2026, approximately 75 percent of Saia’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented a 5.9 percent general rate increase on October 1, 2025. Competitive dynamics, customer turnover and changes in shipment mix and volumes, 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 as a percentage of operating revenue increased to 16.522.3 percent for the quarter ended MarchJune 31,30, 2026 compared to 15.114.6 percent for the quarter ended MarchJune 31,30, 2025, as a result of increases in the average cost of diesel fuel.

Consolidated operating income was $66.8$125.2 million in the firstsecond quarter of 2026 compared to $70.2$99.4 million in the prior year quarter. The decreaseincrease is a result of increased self-insurancerevenue, costs,partially offset by higher overall compensation levels, increased fuel costs and increased purchased transportation expense, increased fuel expense and increased depreciation expenses.expense. The firstsecond quarter of 2026 operating ratio (operating expenses divided by operating revenue) was 91.786.9 percent compared to an operating ratio of 91.187.8 percent for the same period in 2025.

Salaries, wages and employees’ benefits increased $4.0$43.4 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. This change was primarily driven by higherincreased employee hours in response to increased volumes, increased compensation levels due to company performance and a Company-wide wage increase of approximately 3% in October 2025. Additionally, this increase was driven by group health insurance costs, which increased by approximately $7.9$7.0 million related to elevated claims activity and average cost of claims. Additionally, this increase was driven by workers’ compensation costs, which increased $1.4 million as a result of the inflationary costs of claims. These increases were partially offset by a decrease in wages as we continue to match hours to volume, resulting in a decrease in overall headcount. Purchased transportation increased $4.5$27.3 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 primarily due to an increase in purchased transportation milesusage as we continue to manage headcount to provide operating flexibility, in addition to an increase in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $6.8$37.1 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 largely due to increased fuel costs. Claims and insurance expense in the firstsecond quarter of 2026 was $1.4$1.6 million higher than the firstsecond quarter of 2025 primarily due to the development of open cases and increased insuranceclaim premiums.activity. Depreciation and amortization expense increased $3.1$1.6 million in the firstsecond quarter of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology.

Interest expense for the quarter and six months ended MarchJune 31,30, 2026 was lower than the same period in 2025 due to lower average balancesborrowings under our credit arrangements duringin the firstcurrent quarter of 2026.year.

The effective tax rate was 23.324.9 percent and 24.025.3 percent for the quarters ended MarchJune 31,30, 2026 and 2025, respectively.

Net income was $49.9$94.3 million, or $1.86$3.51 per diluted share, in the firstsecond quarter of 2026 compared to net income of $49.8$71.4 million, or $1.86$2.67 per diluted share, in the firstsecond quarter of 2025. Net income was $144.1 million, or $5.37 per diluted share, for the first six months of 2026 compared to net income of $121.2 million, or $4.53 per diluted share, for the first six months of 2025.

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 the 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. We are continuing initiatives to improve customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. On July 6, 2026 and October 1, 2025, Saia implemented a7.1 and 5.9 percent general rate increaseincreases, respectively, for customers comprising approximately 25 percent of Saia’s operating revenue. 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. 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 II, Item 1A., “Risk Factors.”

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficienciesefficiency gains and through its geographic and terminal expansionexpansion, which should result in numerous operating leverage cost benefits. However, should the economy continue to soften, theThe Company plans to continue to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage.levels. 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.

Effective OctoberJuly 1, 2025,2026, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately 3.0three percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

See “Cautionary Note Regarding Forward-Looking Statements” and Part II, 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,operations, cash flows and prospects.

Working capital at MarchJune 31,30, 2026 was $170.9$216.7 million, an increase from $141.9$148.3 million at MarchJune 31,30, 2025.

Current assets at MarchJune 31,30, 2026 increased by $29.8$136.5 million as compared to MarchJune 31,30, 2025, driven by an increase in accounts receivable of $25.9$76.6 million and an increase in cash and cash equivalents of $22.6$65.2 millionmillion, partially offset by a decrease in income tax receivable of $27.7$12.2 million. Current liabilities increased by $0.8$68.1 million at MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025 largely due to an increase in accounts payable of $35.8 million and an increase in wages, vacation and employees‘ benefits partiallyof offset$30.3 by a decrease in accounts payable.million.

Cash flows provided by operating activities were $139.6$291.2 million for the threesix months ended MarchJune 31,30, 2026 versus $109.1$279.8 million for the threesix months ended MarchJune 31,30, 2025 largely driven by workingchanges capital management and increasedin other operating assets and liabilities, net, and higher net income, partially offset by increased accounts receivable. For the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was $63.7$158.0 million compared to $202.1$384.0 million in the same period last year, a $138.4$226.0 million decrease. This decrease resulted primarily from a decrease in revenue equipment acquisitions during the first quarter of 2026. For the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities was $56.5$68.9 million compared to net cash provided by financing activities of $90.1$103.5 million during the same period last year, as a result of repayments on the credit arrangements during the current period.

The table below sets forth our net capital expenditures for property and equipment for the three-monthsix-month period ended MarchJune 31,30, 2026 and the year ended December 31, 2025 (in millions):

The Company currently anticipates that net capital expenditures in 2026 will be approximately $350 million to $400 million, subject to ongoing evaluation of market conditions. Anticipated capital expenditures for the remainder of the year include normal replacement cycles of revenue equipment, investments in technology and revenue equipment, and real estate investments to support our growth initiatives. Net capital expenditures were $63.7$158.0 million in the first threesix months of 2026. Approximately $141.3$74.3 million of the 2026 remaining capital budget was committed as of MarchJune 31,30, 2026.

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December,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. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. 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 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. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at MarchJune 31,30, 2026.

AtAs Marchof 31,June 30, 2026 the Company had no outstanding borrowings of $12.0 million and outstanding letters of credit of $36.4$36.0 million under the Revolving Credit Facility. As of December 31, 2025, the Company had $63.0 million of outstanding borrowings and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At MarchJune 31,30, 2026, the Company had $551.6$564.0 million in availability under the Revolving Credit Facility.

The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at MarchJune 31,30, 2026.

At MarchJune 31,30, 2026 and December 31, 2025, the Company had outstanding notes under the Shelf Agreement of $100.0 million.

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at MarchJune 31,30, 2026 totaled $177.0$207.4 million, including operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Contractual obligations in the form of finance leases were $0.8 million at March 31, 2026, which includes both principal and interest amounts. For the remainder of 2026, $6.4$3.8 million of interest payments are anticipated based on borrowings and commitments outstanding at MarchJune 31,30, 2026. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. PurchaseTotal obligationspurchase obligations, including those that extend beyond the current year, at MarchJune 31,30, 2026 were $142.2$91.7 million, including commitments of $141.3$90.8 million for capital expenditures. As of MarchJune 31,30, 2026, the Revolving Credit Facility had $12.0 millionno outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of MarchJune 31,30, 2026 the Company had total outstanding letters of credit of $36.4$36.0 million and $67.2$64.5 million in surety bonds.

The Company has accrued approximately $3.1$3.2 million for uncertain tax positions and $0.5$0.6 million for interest and penalties related to the uncertain tax positions as of MarchJune 31,30, 2026. At MarchJune 31,30, 2026, the Company has accrued $111.1$113.2 million for claims and insurance liabilities.