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What changed in SAIA INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SAIA INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+299 added−285 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-24)

Top changes in SAIA INC's 2025 10-K

299 paragraphs added · 285 removed · 244 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

68 edited+19 added−11 removed28 unchanged
Biggest changeThese initiatives help offset a variety of structural cost increases like wages, healthcare benefits, casualty insurance, workers’ compensation claims, casualty claims and parts and maintenance expense. Optimizing our linehaul scheduling and pick-up and delivery operations provides the opportunity to better utilize assets and thus reduce fuel consumption and carbon emissions.
Biggest changeWe have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul and pick-up and delivery operations. These initiatives help offset a variety of structural cost increases like wages, healthcare benefits, casualty claims and related insurance, workers’ compensation claims and parts and maintenance expense.
We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of satisfaction and productivity. We use periodic engagement and compensation surveys to evaluate our efforts in meeting employee needs and driving organizational success. We seek to create a culture that encourages authenticity and values unique perspectives.
We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of employee satisfaction and productivity. We use periodic engagement and compensation surveys to evaluate our efforts in meeting employee needs and driving organizational success. We seek to create a culture that encourages authenticity and values unique perspectives.
The regulation includes a 9 phase-in period from 2027 to 2045, depending on the class of vehicle. In January 2025, CARB withdrew its request to the EPA for a waiver that would have allowed it to adopt and enforce the ACF standards.
The regulation includes a phase-in period from 2027 to 2045, depending on the class of vehicle. In January 2025, CARB withdrew its request to the EPA for a waiver that would have allowed it to adopt and enforce the ACF standards.
Item 1. Business Overview Saia, Inc., through its wholly-owned subsidiaries, is a transportation company headquartered in Johns Creek, Georgia (Saia, Inc. together with its subsidiaries, the Company or Saia). We provide less-than-truckload (LTL) services through a single integrated organization.
Item 1. Business Overview Saia, Inc., through its wholly-owned subsidiaries, is a transportation company headquartered in Johns Creek, Georgia (Saia, Inc. together with its subsidiaries, the Company or Saia). We provide national less-than-truckload (LTL) services through a single integrated organization.
Saia also competes against several modes of transportation, including truckload and private fleets, small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.
Saia also competes against several modes of transportation, including truckload 7 and private fleets, small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.
In the LTL sector, substantial amounts of capital are required for a network of freight terminals, shipment handling equipment and revenue equipment (both for city pick-up, delivery and linehaul). In addition, investment in technology has become increasingly important in the LTL segment largely due to the number of transactions and number of customers served on a daily basis.
In the LTL sector, substantial amounts of capital are required for a network of freight terminals, shipment handling equipment and revenue equipment (both for city pick-up, delivery and linehaul). In addition, investment in technology has become increasingly important in the LTL category largely due to the number of transactions and number of customers served on a daily basis.
Under the SFTA requirements, carriers are required to develop and implement written procedures subject to recordkeeping that specify its practices for cleaning, sanitizing, and inspecting vehicles and transportation equipment. Data Privacy Regulations. We are subject to laws and regulations regarding data protection and transparency in how data is used and stored in the U.S. and other countries.
Under the SFTA requirements, carriers are required to develop and implement written procedures subject to recordkeeping that specify their practices for cleaning, sanitizing, and inspecting vehicles and transportation equipment. Data Privacy Regulations. We are subject to laws and regulations regarding data protection and transparency in how data is used and stored in the U.S. and other countries.
As a result of the significant infrastructure required to operate an LTL carrier, the LTL segment is more concentrated than the truckload segment with the largest LTL players operating nationally or in regional markets. Driver turnover in the LTL sector is significantly lower relative to the truckload sector, although LTL carriers also face periodic driver shortages.
As a result of the significant infrastructure required to operate an LTL carrier, the LTL category is more concentrated than the truckload category with the largest LTL players operating nationally or in regional markets. Driver turnover in the LTL sector is significantly lower relative to the truckload sector, although LTL carriers also face periodic driver shortages.
Saia makes available, free of charge through its website, all filings with the Securities and Exchange Commission (SEC) as soon as reasonably practicable after making such filings with the SEC. 10 Information about our Executive Officers Information regarding executive officers of Saia is as follows: Name Age Positions Held Frederick J.
Saia makes available, free of charge through its website, all filings with the Securities and Exchange Commission (SEC) as soon as reasonably practicable after making such filings with the SEC. 11 Information about our Executive Officers Information regarding executive officers of Saia is as follows: Name Age Positions Held Frederick J.
Our communication starts with an employee’s manager and is supplemented by a variety of means, including regular industry updates, a monthly magazine, reports on quarterly performance directly from the CEO and executive team and annual employee engagement surveys. We are committed to fostering a work environment that values collaboration, fairness, and employee growth.
Our communication starts with an employee’s manager and is supplemented by a variety of means, including regular industry updates, an internally distributed magazine, reports on quarterly performance directly from the CEO and executive team and annual employee engagement surveys. We are committed to fostering a work environment that values collaboration, fairness, and employee growth.
In addition to the three main trucking segments, Saia also competes with small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.
In addition to the three main trucking categories, Saia also competes with small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.
Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances 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 adversely affect our financial condition, results of operations, liquidity and cash flows.
Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances 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 adversely affect our financial condition, results of operations, liquidity and cash flows. Clean Trucks Plan.
The larger the service area, the greater the barriers to entry into the LTL trucking 7 segment due to the need for additional equipment and freight terminals associated with this coverage. The level of technology investment required and density needed to provide adequate labor and asset utilization make larger-scale entry into the LTL market difficult.
The larger the service area, the greater the barriers to entry into the LTL trucking category due to the need for additional equipment and freight terminals associated with this coverage. The level of technology investment required and density needed to provide adequate labor and asset utilization make larger-scale entry into the LTL market difficult.
Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and fairness, striving to promote a workplace where all employees feel valued for their contributions. Through ongoing evaluation of processes and programs, we focus on attracting, developing, and retaining top talent.
Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and fairness, as we strive to promote a workplace where all employees feel valued for their contributions. Through ongoing evaluation of processes and programs, we focus on attracting, developing and retaining top talent.
Regulation in this area continues to evolve with changes in the enforcement of existing regulations, as well as the enactment and enforcement of new regulations that may require us or our customers to modify, supplement or replace equipment or facilities or to change or discontinue present methods of operation.
Regulation in this area continues to evolve with changes in the enforcement of existing regulations, as well as the enactment and enforcement of new regulations that may require us or our customers to modify, supplement or replace equipment or facilities or to change or discontinue present methods of operation. Specifically, the U.S.
Saia LTL Freight picks up approximately 35,000 shipments per day, each of which has a shipper and consignee, and sometimes a third-party payor, all of whom need access to information in a timely manner. In addition to customer service, technology plays a key role in improving operations efficiency and compliance, safety and revenue management.
Saia LTL Freight picks up approximately 35,000 shipments per day, each of which has a shipper, a consignee and sometimes a third-party payor, all of whom need access to information in a timely manner. In addition to customer service, technology plays a key role in improving operational efficiency and compliance, as well as safety and revenue management.
Saia LTL Freight specializes in offering its customers a range of LTL services including time-definite and expedited options. Saia LTL Freight primarily provides its customers with solutions for shipments between 100 and 10,000 pounds. As of December 31, 2024, Saia LTL Freight operated a network comprised of 214 owned and leased terminals, plus three general offices and one warehouse.
Saia LTL Freight specializes in offering its customers a range of LTL services including time-definite and expedited options. Saia LTL Freight primarily provides its customers with solutions for shipments between 100 and 10,000 pounds. As of December 31, 2025, Saia operated a network comprised of 213 owned and leased terminals, plus three general offices and one warehouse.
Specifically, the EPA has issued regulations reducing the sulfur content of diesel fuel and reducing engine emissions. Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water.
Environmental Protection Agency (EPA) has issued regulations reducing the sulfur content of diesel fuel and reducing engine emissions. Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water.
California Air Resources Board (CARB) Several states have enacted and may continue to enact legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations enacted by CARB. CARB regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state.
California Air Resources Board (CARB). 9 Several states have enacted legislation relating to engine emissions, trailer regulations, fuel economy, and/or fuel formulation, such as regulations issued by CARB. CARB regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state.
Holzgrefe, III 57 President and Chief Executive Officer of Saia, Inc. since April 2020. Mr. Holzgrefe served as President and Chief Operating Officer of Saia, Inc. from January 2019 to April 2020. Prior to this, Mr. Holzgrefe served as Executive Vice President and Chief Financial Officer since September 2014. Mr.
Holzgrefe, III 58 President and Chief Executive Officer of Saia, Inc. since April 2020. Mr. Holzgrefe served as President and Chief Operating Officer of Saia, Inc. from January 2019 to April 2020. Prior to this, Mr. Holzgrefe served as Executive Vice President and Chief Financial Officer starting in September 2014. Mr.
Saia LTL Freight may participate in the truckload market as a means to fill empty miles in lanes that are not at capacity. Saia also offers its customers the truckload and expedited offerings of its non-asset operations. Capital requirements are significantly higher in the traditional LTL segment versus the truckload segment.
Saia may participate in the truckload market as a means to fill empty miles in lanes that are not at capacity. Saia also offers its customers the truckload and expedited offerings of its logistics operations. Capital requirements are significantly higher in the traditional LTL category versus the truckload category.
Prior to that, he served as Saia’s Vice President, Pricing and Analytics from 2020 to 2023 after serving in a variety of pricing and financial analysis roles. Patrick D. Sugar 37 Executive Vice President of Operations of Saia, Inc. since March 2021. Mr.
Prior to that, he served as Saia’s Vice President, Pricing and Analytics from 2020 to 2023 after serving in a variety of pricing and financial analysis roles since joining the Company in 2015. Patrick D. Sugar 38 Executive Vice President of Operations of Saia, Inc. since March 2021. Mr.
There are no family relationships between any executive officer and any other executive officer or director of Saia or its subsidiaries. 11
There are no family relationships between any executive officer and any other executive officer or director of Saia, Inc. or its subsidiaries. 12
The rules provide that a truck driver may work no more than a maximum of 60 hours within 7 consecutive days and 70 hours within 8 consecutive days.
The rules provide that a truck driver may work no more than a maximum of 60 hours within seven consecutive days and 70 hours within eight consecutive days.
Business Strategy Saia has grown historically through a combination of organic growth and geographic integration or “tuck-in” acquisitions of smaller trucking and logistics companies. In recent years, Saia has largely grown through organic growth, which it intends to continue going forward. Key elements of our business strategy include: Continue to focus on operating safely.
Business Strategy Saia has grown historically through a combination of organic growth and geographic integration or “tuck-in” acquisitions of smaller trucking and logistics companies. In recent years, Saia has largely grown through organic growth, which it intends to continue going forward. Key elements of our business strategy include: Operate safely. Our most valuable resource is our employees.
While more than 97% of our revenue is derived from transporting LTL shipments, we also offer customers a wide range of other value-added services, including non-asset truckload, expedited and logistics services across North America.
While approximately 97% of our revenue is derived from transporting LTL shipments, we also offer customers a wide range of other value-added services, including brokered truckload and expedited transportation and other logistics services across North America.
In March 2024, the EPA approved a new rule under the Clean Trucks Plan regarding new greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims to reduce greenhouse gas emissions by up to 60 percent by 2032 for some vehicle classes.
In 2024, the EPA approved a new rule as Phase 3 under the CTP regarding greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims to reduce greenhouse gas emissions by up to 60% by 2032 for some vehicle classes.
At December 31, 2024, Saia LTL Freight owned approximately 6,600 tractors and 26,200 trailers, including equipment acquired with finance leases. Over the past five years, Saia has invested in excess of $2 billion in capital expenditures, primarily for real estate, revenue equipment and technology.
At December 31, 2025, Saia LTL Freight owned approximately 7,700 tractors and 26,500 trailers, including equipment acquired with finance leases. Over the past five years, Saia has invested in excess of $2.5 billion in capital expenditures, primarily for real estate, revenue equipment and technology.
The truckload segment is comprised of several major carriers and numerous small entrepreneurial players. At the most basic level, a truckload carrier can be started with capital for rolling stock (a tractor and a trailer), insurance, a driver and little else. As truckload carriers become larger in scale, capital is needed for technology, infrastructure and some limited facilities.
At the most basic level, a truckload carrier can be started with capital for rolling stock (a tractor and a trailer), insurance, a driver and little else. As truckload carriers become larger in scale, capital is needed for technology, infrastructure and some limited facilities.
In 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions by heavy-duty engines. CARB has also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California.
In 2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions by heavy-duty engines. CARB has also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in our operations in California. In 2023, California enacted two climate disclosure laws – SB 253 and SB 261.
We have procedures that are designed to reduce the risk of spills of hazardous materials that we transport and to quickly and efficiently react to any environmental incidents. At our terminals, we have implemented electricity-saving procedures, and we have conservation initiatives in place to recycle used oil, scrap metal, paper, tires and batteries.
We have procedures that are designed to reduce the risk of spills of hazardous materials that we transport and to quickly and efficiently react to any environmental incidents. At our terminals, we have 5 implemented energy-saving procedures, and maintain programs to recycle used oil, scrap metal, paper, tires and batteries.
Sugar joined the Company in December 2016 and served as Vice President of Linehaul and Industrial Engineering prior to his promotion in March 2021. Raymond R. Ramu 56 Executive Vice President and Chief Customer Officer of Saia, Inc. since May 2015. Mr.
Sugar joined the Company in December 2016 and served as Vice President of Linehaul and Industrial Engineering from December 2018 until March 2021. Raymond R. Ramu 57 Executive Vice President and Chief Customer Officer of Saia, Inc. since May 2015. Mr.
Approximately 49% of our employees have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races. Additionally, more than 75% of our workforce is under the age of 55, while our driver average tenure is seven years.
Approximately 49% of our employees have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races. Additionally, approximately 74% of our workforce is under the age of 55.
These and other safety and security measures, such as rules for transportation of hazardous materials and cargo-security regulations, could increase the cost of operations, reduce the number of qualified drivers and disrupt or impede the timing of our deliveries to customers. 8 Environmental Regulations.
Citizenship and Immigration Services regulations regarding the eligibility of our employees to work in the U.S. These and other safety and security measures, such as rules for transportation of hazardous materials and cargo-security regulations, could increase the cost of operations, reduce the number of qualified drivers and disrupt or impede the timing of our deliveries to customers. Environmental Regulations.
We are dedicated to building on our strong, positive culture by being a leading corporate citizen for the benefit of our customers, employees, communities and stockholders. In recent years, we have invested heavily in our tractor and trailer fleet to improve fuel efficiency and reduce carbon emissions, while also improving safety and reliability and lowering maintenance expenses.
We are dedicated to building on our strong, positive culture by being a leading corporate citizen for the benefit of our customers, employees, communities and stockholders. In recent years, we have made significant investments in our tractor and trailer fleet to improve fuel efficiency, reduce emissions, and enhance safety, reliability and maintenance performance.
These competitors include a small number of large, national transportation service providers in the long haul and two-day LTL markets and a larger number of shorter-haul or regional transportation companies in the two-day and overnight LTL markets.
Saia provides LTL services in a highly competitive environment against a wide range of transportation service providers. These competitors include a small number of large, national transportation service providers in the long haul and two-day LTL markets and a larger number of shorter-haul or regional transportation companies in the two-day and overnight LTL markets.
In 2024, Saia generated revenue of $3.2 billion and operating income of $482.2 million compared to revenue of $2.9 billion and operating income of $460.5 million in 2023. In 2024, the average Saia LTL Freight shipment weighed approximately 1,343 pounds and traveled an average distance of approximately 891 miles.
In 2025, Saia generated revenue of $3.2 billion and operating income of $352.2 million compared to revenue of $3.2 billion and operating income of $482.2 million in 2024. In 2025, the average Saia LTL Freight shipment weighed approximately 1,380 pounds and traveled an average distance of approximately 897 miles.
In 2021, the EPA announced its “Clean Trucks Plan,” which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas emissions and other air pollutants from heavy-duty trucks.
In 2021, the EPA announced its “Clean Trucks Plan” (CTP), which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas emissions and other air pollutants from heavy-duty trucks while accelerating the transition to lower‑emission and zero‑emission technologies.
In 2022, the EPA finalized the first phase of the Clean Trucks Plan by adopting a final rule that sets more stringent nitrogen oxides emission standards for new heavy-duty vehicles and engines starting in model year 2027.
In 2022, the EPA finalized the first phase of the CTP, also known as the Heavy-Duty NOx rule, by adopting a final rule setting more stringent nitrogen oxides emission standards for new heavy-duty vehicles and engines starting in model year 2027.
Holzgrefe has been a member of the Board of Directors of Saia, Inc. since January 2019. Matthew J. Batteh 35 Executive Vice President and Chief Financial Officer of Saia, Inc. since May 2024. Mr. Batteh has been with Saia since 2015, most recently serving as Vice President of Finance since 2023.
Holzgrefe has been a member of the Board of Directors of Saia, Inc. since January 2019. Matthew J. Batteh 36 Executive Vice President and Chief Financial Officer and Secretary of Saia, Inc. since May 2024. Mr. Batteh served as Vice President of Finance from 2023 until May 2024.
This flexibility is a major consideration in meeting the service levels required by customers. 6 We believe this differentiation provides stronger future growth prospects, improved efficiencies and customer service capabilities. Recruiting, Hiring, Training and Professional Development. We seek to hire employees with the desire that they spend their career with us to retirement.
We believe this differentiation provides stronger future growth prospects, improved operating efficiencies and enhanced customer service capabilities. 6 Recruiting, Hiring, Training and Professional Development. We seek to hire employees with the desire that they spend their career with us to retirement.
Department of Homeland Security. Federal, state and municipal authorities have implemented and continue to implement anti-terrorism measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration (TSA) and Customs and Boarder Protection (CBP) continue to focus on trailer security, driver identification, security clearance and border-crossing procedures.
Federal, state and municipal authorities have implemented anti-terrorism measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration (TSA) and Customs and Border Protection (CBP) continue to focus on trailer security, driver identification, security clearance and border-crossing procedures. In addition, we must comply with U.S.
We assess the competitiveness of our compensation by principal job classifications in markets across the country through periodic compensation surveys. Company-wide wage increases are also implemented from time-to-time, including an approximate 4.1% wage increase in July 2024, excluding executives. In recent years, due to competition for quality employees, the compensation divide between union and non-union carriers has closed dramatically.
We assess the competitiveness of our compensation by principal job classifications in markets across the country through periodic compensation surveys. Company-wide wage increases are also implemented from time-to-time, including an approximate 3.0% wage increase in October 2025, excluding executives. In recent years, competition for qualified employees has narrowed the historical compensation gap between union and non-union carriers.
Within the DOT, the Federal Motor Carrier Safety Administration (FMCSA) has issued rules, including hours of service regulations that limit the maximum number of hours a driver may be on duty between mandatory off-duty hours and require driver rest breaks.
Matters such as weight and equipment dimensions are also subject to U.S. federal and state regulation. Within the DOT, the Federal Motor Carrier Safety Administration (FMCSA) has issued rules, including hours of service regulations that limit the maximum number of hours a driver may be on duty between mandatory off-duty hours and require driver rest breaks.
As a result, LTL carriers require expansive 3 networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the local terminals. The truckload segment is the largest portion of the “for-hire” carrier market. Truckload carriers primarily transport large shipments from origin to destination with no intermediate handling.
As a result, LTL carriers require expansive networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the local terminals. The truckload category is the largest portion of the “for-hire” carrier market.
As a transportation provider of foodstuffs, we are subject to rules and regulations issued by the Food and Drug Administration (FDA) to provide for the security of food and foodstuffs throughout the supply chain.
It remains unclear whether CARB may reintroduce similar regulations in the future. 10 Food and Drug Administration. As a transportation provider of foodstuffs, we are subject to rules and regulations issued by the Food and Drug Administration (FDA) to provide for the security of food and foodstuffs throughout the supply chain.
The real estate investments have been made to support Saia’s long-term strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and support our goals to gain market share. Equipment and technology investments have been made to support this growth as well as improve our fleet.
These real estate investments have been made to support Saia’s long-term strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and position us to gain market share.
We have also participated in the EPA’s SmartWay Program since 2006, which assists 5 companies with advancing supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency. We are focused on maintaining strong relationships with our employees.
We have also participated in the EPA’s SmartWay Program since 2006, which assists companies with advancing supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency. Seasonality Our business is subject to seasonal variations.
As a result, we plan to continue to invest in new terminals, in our tractor and trailer fleet and in new technology to enable us to efficiently handle the increased volume we anticipate within new and existing markets.
Accordingly, we plan to continue investing in new terminals, in our tractor and trailer fleet and in advanced technologies to enable us to efficiently handle the increased volume we anticipate across both new and existing markets.
Advanced Clean Trucks CARB’s Advanced Clean Truck regulation is designed to ensure that zero-emission vehicles are brought to market in California. That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales. By 2035, zero-emission truck/chassis sales must account for 40 percent of truck tractor sales in the state.
CARB’s Advanced Clean Trucks (ACT) regulation requires truck manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales. By 2035, zero-emission truck/chassis sales must account for 40% of truck tractor sales in the state. Numerous other states have adopted or are in the process of adopting regulations similar to the ACT regulation.
We believe a direct relationship with our employees provides for better communications and employee relations. This dialogue with our employees enhances operating flexibility and ultimately lowers costs. In addition, non-union carriers have more flexibility with respect to work schedules, routes and other similar items.
We believe that maintaining a direct relationship with our employees provides for better communications and employee relations, which enhances operational flexibility and contributes to lower overall costs. In addition, non-union carriers have more flexibility with respect to work schedules, routes and other similar items. This flexibility is a major consideration in meeting the service levels required by customers.
Ultimately, we seek and embrace our responsibility to the Community where we live and operate. Our nearly 15,300 union-free employees are comprised of about 50% licensed commercial drivers, about 25% dock workers (approximately one-quarter of whom are part-time) and the remaining 25% work in sales, technology and administration to support our business. Approximately 88% of our workforce is male.
Our nearly 14,500 union-free employees are comprised of about 51% licensed commercial drivers, about 24% dock workers (approximately 22% of whom are part-time) and the remaining 25% work in sales, technology and administration to support our business. Approximately 89% of our workforce is male.
This emphasis on safe operations is important to protecting our employees and the communities in which we operate. A safety first focus has the added benefit of helping to control inflationary insurance costs. 4 Manage pricing and business mix.
These features include active braking assistance, adaptive cruise control, lane departure warning systems and roll stability control. This emphasis on safe operations is important to protecting our employees and the communities in which we operate. A safety first focus has the added benefit of helping to control inflationary insurance costs. Employee engagement.
Officers are appointed by the Board of Directors of Saia, Inc. and serve at the discretion of the Board. With the exception of Mr. Holzgrefe, none of the officers of the Company are subject to an employment agreement with the Company.
Norwood served in various executive roles from 2008 to 2020 at Ingersoll Rand, including as Vice President, Human Resources. Officers are appointed by the Board of Directors of Saia, Inc. and serve at the discretion of the Board. With the exception of Mr. Holzgrefe, none of the officers of the Company are subject to an employment agreement with the Company.
Additionally, we are using best practices of including green initiatives where possible in our newly constructed terminals. Based on the most recently available rankings, for 2023, Saia continued to maintain high marks in the EPA’s SmartWay Carrier Performance Rankings for LTL carriers for carbon dioxide, nitrogen oxide and particulate matter emissions per ton-mile.
We also incorporate sustainability-focused practices and design elements into newly constructed facilities where practicable. Based on the most recently available rankings, for 2024, Saia continued to maintain high marks in the EPA’s SmartWay Carrier Performance Rankings for LTL carriers for nitrogen oxide and particulate matter emissions per ton-mile.
In 2023, the average Saia LTL Freight shipment weighed approximately 1,386 pounds and traveled an average distance of approximately 894 miles. Industry The trucking industry consists of three segments: a private fleet segment and two “for-hire” carrier segments. The private fleet segment consists of fleets owned and operated by shippers who move their own goods.
In 2024, the average Saia LTL Freight shipment weighed approximately 1,343 pounds and traveled an average distance of approximately 891 miles. Industry The trucking industry consists of three categories: private fleets and two categories of “for-hire” carriers. The private fleets are owned and operated by shippers that use their own equipment to transport their products.
Ramu joined Saia LTL Freight in December 1997 and served as Vice President of Sales - East from April 2007 to May 2015. Rohit Lal 64 Executive Vice President and Chief Information Officer of Saia, Inc. since August 2017. Anthony R. Norwood 58 Executive Vice President and Chief Human Resources Officer of Saia, Inc. since March 2022.
Ramu joined Saia LTL Freight in December 1997 and served as Vice President of Sales - East from April 2007 to May 2015. Tarak Patel 50 Executive Vice President and Chief Information Officer of Saia, Inc. since joining the Company in October 2025.
Prior to joining Saia, Mr. Norwood was Vice President, Human Resources - Corporate for Trane Technologies from April 2020 to March 2022. Prior to that, Mr. Norwood served in various executive roles from 2008 to 2020 at Ingersoll Rand, including as Vice President, Human Resources.
Norwood 59 Executive Vice President and Chief Human Resources Officer of Saia, Inc. since joining the Company in March 2022. Prior to joining Saia, Mr. Norwood was Vice President, Human Resources - Corporate for Trane Technologies from April 2020 to March 2022. Prior to that, Mr.
The two “for-hire” carrier segments, truckload and LTL, are defined by the typical shipment sizes handled by the transportation service companies. Truckload refers to providers generally transporting shipments greater than 10,000 pounds and LTL refers to providers generally transporting shipments less than 10,000 pounds. Saia is primarily an LTL carrier.
The two “for-hire” carrier categories - truckload and LTL - are generally distinguished by shipment sizes handled by the transportation service companies. Truckload carriers typically handle shipments greater than 10,000 pounds, while LTL carriers generally transport shipments under that threshold. Saia operates primarily as an LTL carrier.
The investments have provided us improved fuel economy, enhanced safety features across the fleet and reduced carbon emissions. We have also made investments in technology to support our growth, including investments in network optimization, data analytics around operations and profitability, customer service, training and business processes.
Investments in equipment and technology have supported this growth while maintaining and modernizing our fleet, resulting in improved fuel efficiency, enhanced safety features and reduced carbon emissions. In addition, we have invested in technology to strengthen our network and operations, including network optimization, advanced data analytics for operational and profitability insights, customer service enhancements, training and streamlined business processes.
Because truckload carriers do not require an expansive network to provide point-to-point service, the overall cost structure of truckload carriers is typically lower and more variable relative to LTL carriers. However, the lack of a network can subject their drivers to extended periods away from home, often resulting in higher driver turnover and periodic driver shortages.
However, the lack of a network can subject their drivers to extended periods away from home, often resulting in higher driver turnover and periodic driver shortages. The truckload category is comprised of several major carriers and numerous small entrepreneurial players.
We believe we continue to be well positioned to manage costs, utilize assets and explore additional opportunities for cost savings. Continue growing the organization through an expanded geographic terminal footprint. We plan to further pursue geographic expansion and build additional density in markets to promote profitable growth and improve our customer value proposition over time.
We believe we remain well positioned to manage costs effectively, optimize asset utilization and explore additional opportunities for incremental cost savings. Grow geographic terminal footprint. We intend to continue pursuing geographic expansion and build additional density in key markets to support profitable growth and strengthen our customer value proposition.
Numerous other states have adopted or are in the process of adopting the Advanced Clean Trucks Regulation. Advanced Clean Fleets In 2023, CARB adopted the Advanced Clean Fleets (ACF) regulation mandating that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles.
In June 2025, the current administration overturned several EPA waivers granted to California including the waiver for the ACT regulation. Litigation regarding the administration’s actions is ongoing. Advanced Clean Fleets. In 2023, CARB adopted the Advanced Clean Fleets (ACF) regulation mandating that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles.
Our most valuable resource is our employees. It is a corporate priority to continuously emphasize the importance of safe operations to reduce both the frequency and severity of injuries and accidents.
It is a corporate priority to continuously emphasize the importance of safe operations to reduce both the frequency and severity of injuries and accidents. As part of our ongoing replacement and expansion of our tractor fleet, we have incorporated accident avoidance technologies in our new over-the-road tractors.
We invest in our employees through training and professional development programs, safety training, wellness programs, internal employee communications and employee recognition programs, along with providing competitive wages and employee benefit programs. Seasonality Our revenues are subject to seasonal variations.
We are focused on maintaining strong relationships with our employees. We invest in our employees through training and professional development programs, safety training, wellness programs, internal employee communications and employee recognition programs, along with providing competitive wages and employee benefit programs. For further information on employee engagement efforts, see Human Capital Management section below. 4 Manage pricing and business mix.
Depending on pricing and the specific geography, we estimate that the potential incremental profitability on growth in current markets can be significant. We actively monitor opportunities to add freight terminals where there is sufficient market potential.
Increase density in existing geographies. We gain operating leverage by growing volume and density within our existing geography. Depending on general economic conditions, pricing and the specific geography, we estimate that the potential incremental profitability on growth in current markets can be significant.
We are also working to optimize our linehaul scheduling and pick-up and delivery operations to better utilize our assets and thus further improve fuel consumption and carbon emissions. We are conducting pilot programs involving the use of alternative fuels for our operations, including testing of tractors powered by compressed natural gas and electricity.
We are also working to optimize our linehaul scheduling and pick-up and delivery operations to improve asset utilization as well as further reduce fuel consumption and related emissions.
Competition Although there has been some tightening of capacity and some industry consolidation, shippers continue to have a wide range of choices. We believe that service quality, price, variety of services offered, geographic coverage, responsiveness and flexibility are the important competitive differentiators. Saia provides LTL services in a highly competitive environment against a wide range of transportation service providers.
Competition Although industry capacity has tightened somewhat and consolidation has occurred among certain carriers, shippers continue to have a broad range of transportation options. We believe that service quality, pricing, geographic coverage, breadth of service offerings, responsiveness and operational flexibility remain the primary factors that differentiate competitors within our industry.
Removed
In January 2024 Saia closed on the purchase of 17 freight terminals and acquired leases for an additional 11 terminals through the Chapter 11 bankruptcy proceedings of Yellow Corporation. Over time Saia intends to integrate these terminals into its network to allow for more direct service to the customer.
Added
Truckload carriers primarily transport large shipments from origin to destination with no intermediate handling. 3 Because truckload carriers do not require an expansive network to provide point-to-point service, the overall cost structure of truckload carriers is typically lower and more variable relative to LTL carriers.
Removed
As part of our ongoing replacement and growth of our tractor fleet, we have been adding accident avoidance technology over the last several years in our new over-the-road tractors, including active braking assistance, adaptive cruise control, lane departure warning systems and roll stability control.
Added
This element of our business strategy focuses on optimizing both the pricing of our services and the mix of freight we handle to enhance the overall profitability of our network. In recent years, our expanded geographic footprint and strengthened service offerings have enabled us to deliver differentiated solutions to customers, contributing to increases in revenue per shipment, excluding fuel surcharges.
Removed
This element of our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our network more profitably.
Added
We continuously evaluate opportunities to expand our terminal network in new and existing markets that demonstrate sufficient long-term demand. Future volume growth at Saia may result from improvements in broader economic conditions, industry consolidation, continued geographic expansion, strategic acquisitions, and targeted sales and marketing initiatives designed to enhance customer engagement and support sustained growth. Deliver best-in-class service.
Removed
Expansion of our geographic footprint and improvement in our service offering over the last several years has allowed the Company to provide unique solutions to our customers which has lead to increases in revenue per shipment, excluding fuel surcharges. Increase density in existing geographies. We gain operating leverage by growing volume and density within our existing geography.
Added
The foundation of our growth strategy is the consistent delivery of high quality service, demonstrated through reliable on-time delivery and reduced claims for lost or damaged freight. Our customers place significant value on service quality, which supports our ability to obtain appropriate compensation for the services we provide and enhances our positioning to capture additional market share. Improve operating efficiencies.
Removed
Future volume growth at Saia could result from improvements in the general economy, industry consolidation, geographic expansion and strategic acquisitions, as well as specific sales and marketing initiatives. Continue to focus on delivering best-in-class service. The foundation of Saia’s growth strategy is consistent delivery of high quality service through on-time delivery and reduced claims for lost and damaged freight.
Added
Enhancing the efficiency of our linehaul and pick‑up and delivery operations supports more effective utilization of our employees, equipment and resources. These efforts also contribute to reductions in fuel consumption and associated carbon emissions, consistent with our broader sustainability objectives and our commitment to minimizing the environmental impact of our operations.
Removed
Customers value commitment to service quality, which allows us to charge fair compensation for our services and positions us to improve market share. Continue to focus on improving operating efficiencies. We have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul scheduling and pick-up and delivery operations.
Added
In addition to organic expansion through new terminal openings, we may evaluate strategic acquisition opportunities from time to time to further extend our geographic reach, increase network density and acquire complementary customer bases. Address environmental impact of our operations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

104 edited+22 added−17 removed99 unchanged
Biggest changeTo the extent the Company incurs one or more significant claims not covered by insurance, either because the claims are within our self-insured layer or because they exceed our total insurance coverage, our financial condition, results of operations, and liquidity could be materially and adversely affected. 14 Furthermore, insurance companies, as well as certain states, require collateral in the form of letters of credit or surety bonds for the estimated exposure of claims within our self-insured retentions.
Biggest changeThis, 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. 15 To the extent the Company incurs one or more significant claims not covered by insurance, either because the claims are within our self-insured layer or because they exceed our total insurance coverage, our financial condition, results of operations, and liquidity could be materially and adversely affected.
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.
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 diesel fuel surcharge recovery may result in fluctuations in our revenue.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies or have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.
Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances have occurred in the past and can occur in the future and may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances have occurred in the past, can occur in the future, and may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
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. We face risks arising from our international business operations and relationships.
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. 19 We face risks arising from our international business operations and relationships.
Our cybersecurity and technology infrastructure may experience errors, interruptions, delays or damage from a number of causes outside of our control including power and internet outages, hardware, software and network failures, computer viruses, malware or other destructive software, internal design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions.
Our cybersecurity and technology infrastructure may experience errors, interruptions, failures, delays or damage from a number of causes outside of our control, including power and internet outages, hardware, software and network failures, computer viruses, malware or other destructive software, internal 16 design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions.
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 24 of the health event, governmental responses to the event, the development, availability, effectiveness of vaccines or treatments, the imposition of protective public safety measures, and the impact of the outbreak on the global economy and demand for products and services.
The 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.
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. Higher costs for or limitations in the availability of suitable real estate have adversely affected and may continue to adversely affect our business operations.
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. 18 Higher costs for or limitations in the availability of suitable real estate have adversely affected and may continue to adversely affect our business operations.
We periodically experience shortages of quality purchased transportation that could result in higher costs for these services or prevent us from meeting customer demands which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Inflation may increase our expenses and lower profitability.
We periodically experience shortages of quality purchased transportation that could result in higher costs for these services or prevent us from meeting customer demands which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. 14 Inflation may increase our expenses and lower profitability.
In addition, we may not realize sufficient revenues or profits from our infrastructure investments. These higher costs and limitations in the availability of suitable real estate may adversely affect our financial condition, results of operations, liquidity and cash flows. 17 Supply chain disruptions could delay equipment deliveries and could increase costs or reduce operating capacity or expansion.
In addition, we may not realize sufficient revenues or profits from our infrastructure investments. These higher costs and limitations in the availability of suitable real estate may adversely affect our financial condition, results of operations, liquidity and cash flows. Supply chain disruptions could delay equipment deliveries and could increase costs or reduce operating capacity or expansion.
Ultimately, these or other factors associated with international conflicts could materially adversely affect our financial condition, results of operations, liquidity and cash flows. We are subject to evolving and often contradictory stakeholder expectations regarding environmental and social issues and our failure to meet stakeholder expectations could impact the demand for our services or the price of our stock.
Ultimately, these or other factors associated with international conflicts could materially adversely affect our financial condition, results of operations, liquidity and cash flows. 25 We are subject to evolving and often contradictory stakeholder expectations regarding environmental and social issues and our failure to meet stakeholder expectations could impact the demand for our services or the price of our stock.
The impact of severe weather events and natural disasters, including those caused 18 by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows. We face risks related to the creditworthiness of our customers or other business partners and their ability to pay for services.
The impact of severe weather events and natural disasters, including those caused by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows. We face risks related to the creditworthiness of our customers or other business partners and their ability to pay for services.
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.
Moreover, as a result of general macroeconomic factors and the competitive labor market, we are experiencing difficulty hiring sufficient qualified employees to fill all available positions, including qualified drivers. The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers, mechanics and office personnel.
We may also become subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety performance and measurements, driver hours of service, drug and alcohol testing, food safety, security, ergonomics, as well as other unforeseen matters.
We may also become subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety performance and measurements, driver hours of service, immigration, drug and alcohol testing, food safety, security, ergonomics, as well as other unforeseen matters.
These rules could result in us not meeting customer demands, upward pressure on driver wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
These rules could result in us not meeting customer demands, upward pressure on driver wages and benefits, underutilization of our truck fleet and/or use of 23 higher cost purchased transportation which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
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.
Until the timing, scope, and extent of any future regulation or customer requirements become known, we cannot predict their effect on our 24 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.
In the event of any such default, if we fail to obtain replacement financing or amendments to or waivers under the financing arrangement, our financing sources could cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable.
In the event of any such default, if we fail to obtain replacement financing or amendments to or waivers under the financing arrangement, our financing sources could 20 cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable.
The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated, may be difficult to 15 detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely.
The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated and may be difficult to detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised 22 premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts.
The Company’s operations are subject to a variety of other federal, state and local laws and regulations, including labor and employment, wage and hour and employee benefit laws and regulations, tax, environmental, health and safety, data privacy, anti-trust and securities laws and regulations. Compliance with these laws and regulations is 22 onerous and expensive.
The Company’s operations are subject to a variety of other federal, state and local laws and regulations, including labor and employment, wage and hour and employee benefit laws and regulations, tax, environmental, health and safety, data privacy, anti-trust and securities laws and regulations. Compliance with these laws and regulations is onerous and expensive.
The CSA evaluations are used to rank carriers and individual drivers and to select carriers for audit and other interventions or enforcement action. If we receive unacceptable CSA scores, our relationships with our customers or our reputation could be damaged, which could result in decreased demand for our services.
The 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.
Oversupply in the transportation industry, higher maintenance or operating costs associated with older equipment, as well as adverse economic conditions, can negatively impact the demand for used equipment and, therefore, reduce the value we can obtain for used equipment.
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.
A security breach of our systems or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and service customers, damage our reputation and brand, expose us to a loss of information or demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
A security breach of our systems or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and service customers, damage our reputation and brand, expose us to a loss of information or to a demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations or financial condition.
We can provide no assurance that there will not be cybersecurity incidents in the future or that they will not materially affect us, including our business strategy, results of operations or financial condition.
Each acquisition has numerous risks including: • Difficulty in integrating the operations and personnel of the acquired company or unanticipated costs to support new business lines or separate legal entities; • Unanticipated issues in the assimilation and consolidation of IT, communications, and other systems, including additional systems training and other labor inefficiencies; • Disruption of our ongoing business, distraction of our management and employees from other opportunities and challenges due to integration issues; • Additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be dilutive to our stockholders; • Potential loss of key customers or employees of acquired companies along with the risk of unionization of employees; • Reductions in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets; • Inability to achieve the financial and strategic goals for the acquired and combined businesses; • 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 legal and financial liabilities and contingencies, among other things.
Each acquisition has numerous risks including: • Difficulty in integrating the operations and personnel of the acquired company or unanticipated costs to support new business lines or separate legal entities; • Unanticipated issues in the assimilation and consolidation of information technology, communications, and other systems, including additional systems training and other labor inefficiencies; • Disruption of our ongoing business, distraction of our management and employees from other opportunities and challenges due to integration issues; • Additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be dilutive to our stockholders; • Potential loss of key customers or employees of acquired companies along with the risk of unionization of employees; • Reductions in prices we charge certain customers in order to match existing customer pricing in the acquired company’s markets; • Inability to achieve the financial and strategic goals for the acquired and combined businesses; • 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 legal, financial, or environmental liabilities and contingencies, among other things.
If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these obligations and securities would likely have rights senior to those of common stockholders, which could impair the value of our common stock. 25 Weakness or a loss of confidence in financial markets could adversely impact demand for our services or for our stock.
If we obtain funds through a credit facility or through the issuance of debt or preferred securities, these obligations and securities would likely have rights senior to those of common stockholders, which could impair the value of our common stock. 26 Weakness or a loss of confidence in financial markets could adversely impact demand for our services or for our stock.
Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such disruptions may have a material adverse effect on our financial condition, results of operation, liquidity and cash flows.
Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such disruptions may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Such risks include: (i) unauthorized access to sensitive or confidential information due to company or personal devices being used to remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts such as phishing and other scams as cybercriminals may, among other things, install malicious software on our systems and equipment and access sensitive or confidential information, (iii) increased demand for IT resources, and (iv) violation of international, federal, or state-specific privacy laws.
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 systems and equipment and access sensitive or confidential information, (iii) increased demand for information technology resources, and (iv) violation of international, federal, or state-specific privacy laws.
Our stock price, financial condition, results of operations, liquidity and cash flows could be materially adversely affected by an unfavorable outcome resulting from these risks and uncertainties. 26 Item 1 B. Unresolved Staff Comments None. Item 1 C.
Our stock price, financial condition, results of operations, liquidity and cash flows could be materially adversely affected by an unfavorable outcome resulting from these risks and uncertainties. 27 Item 1 B. Unresolved Staff Comments None. Item 1 C.
Capacity and infrastructure constraints could adversely affect service and operating efficiency. We may experience capacity constraints due to increased demand for transportation services and decaying highway and energy infrastructure. Poor infrastructure conditions and roadway congestion could slow service times, reduce our operating efficiency and increase maintenance expense.
Capacity and infrastructure constraints could adversely affect service and operating efficiency. We may experience capacity constraints due to increased demand for transportation services and decaying highway and energy infrastructure. Poor infrastructure conditions and roadway congestion could slow service times, reduce our operating efficiency and increase maintenance expenses.
Risk Factors. Governance Management is responsible for the day-to-day assessment and management of cybersecurity risks . Saia’s Director of Information Security and Compliance, who reports to the Executive Vice President and Chief Information Officer, has primary oversight of our cybersecurity risk management and strategy processes.
Risk Factors. Governance Management is responsible for the day-to-day assessment and management of cybersecurity risks . Saia’s Director of Information Technology Security, who reports to the Executive Vice President and Chief Information Officer, has primary oversight of our cybersecurity risk management and strategy processes.
These factors include the following: • Competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, non-asset based logistics, freight brokerage companies, air-freight carriers and railroads, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages; • Transportation companies periodically reduce their prices to gain business, especially during economic recessions or times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or grow our business; • Many customers reduce the number of carriers they use by selecting approved transportation service providers, periodically accepting bids from multiple carriers for their shipping needs, or by developing their own or using alternative delivery mechanisms, and these practices may depress prices or result in the loss of business; • The trend towards consolidation in the surface transportation industry may create other large carriers with greater financial resources than us and other competitive advantages due to their size; • Disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial intelligence (AI) applications and software applications to monitor supply and demand may significantly alter historical business models of the trucking industry, potentially leading to increased capital expenditures and emergence of new competitors, some of whom may have greater financial resources than us and other advantages due to their size; • Large business enterprises, including e-commerce companies, with greater financial resources than us and other competitive advantages due to their size, have made or could make in the future investments that could enable them to enter into and compete with us in the LTL market; 12 • 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 enough advanced technology, select the correct technology solutions or convince our customers to accept higher prices to cover the cost of these investments.
These factors include: • Competition with many other transportation service providers of varying types including LTL carriers, truckload and parcel carriers, non-asset based logistics, freight brokerage companies, air-freight carriers and railroads, some of whom have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages; • Transportation companies periodically reduce their prices to gain business, especially during economic recessions or times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or grow our business; • Many customers reduce the number of carriers they use by selecting approved transportation service providers, periodically accepting bids from multiple carriers for their shipping needs, or by developing their own or using alternative delivery mechanisms, and these practices may depress prices or result in the loss of business; • The trend towards consolidation in the surface transportation industry may create other large carriers with greater financial resources than us and other competitive advantages due to their size; • Disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial intelligence (AI) applications and software applications to monitor supply and demand may significantly alter historical business models of the trucking industry, potentially leading to increased capital expenditures and emergence of new competitors, some of whom may have greater financial resources than us and other advantages due to their size; 13 • Large business enterprises, including e-commerce companies, with greater financial resources than us and other competitive advantages due to their size, have made or could make in the future investments that could enable them to enter into and compete with us in the LTL market; • 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 sufficient advanced technology, select the correct technology solutions or persuade our customers to accept higher prices to offset these investment costs.
We expect our customers to continue to demand more sophisticated systems and technology-driven solutions from their suppliers. 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.
We expect our customers to continue to demand more sophisticated systems and technology-driven solutions. If we do not pursue technological advances or engage in innovation, or if the new technology doesn’t yield the results we expect, we may be placed at a competitive disadvantage, lose customers, incur higher costs or fail to meet our growth strategy.
Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected. The rapid evolution of AI may result in increased cybersecurity incidents.
Additionally, if the content, analyses, or recommendations that artificial intelligence applications assist in producing are, or are alleged to be, deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected. The rapid evolution of artificial intelligence may result in increased cybersecurity incidents.
The failure to effectively utilize AI or to respond to cybersecurity threats from the use of AI could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Employees of Saia are non-union. The ability of Saia to compete could be impaired if operations were to become unionized.
The failure to effectively utilize artificial intelligence or to respond to cybersecurity threats from the use of artificial intelligence could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Employees of Saia are non-union. The ability of Saia to compete could be impaired if operations were to become unionized.
Although our risk factors include further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.
Although our risk factors include further detail about the material cybersecurity risks we face, including the evolving risks from artificial intelligence, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.
The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of its self-insured retention amounts.
The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of our self-insured retention amounts.
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.
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.
Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may exceed our insurance coverage and may have a material adverse impact on our financial condition, results of operations, liquidity and cash flows. A failure to keep pace with developments in technology could impair our operations or competitive position.
Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may not be covered by insurance or may exceed our insurance coverage and may have a material adverse impact on our financial condition, results of operations, liquidity and cash flows. A failure to keep pace with developments in technology could impair our operations or competitive position.
In connection with this acquisition, the Company assumed certain liabilities related to those facilities, including assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S. Bankruptcy Court for the District of Delaware.
In connection with this acquisition, we assumed certain liabilities related to those facilities, including assumption of liabilities relating to environmental, health and safety matters in connection with the ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the U.S. Bankruptcy Court for the District of Delaware.
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. 19 If we are unable to retain our key employees, our business could be materially adversely impacted.
Inadequate internal controls or incorrect underlying estimates and assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse effect on our financial condition and results of operations. If we are unable to retain our key employees, our business could be materially adversely impacted.
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. Changes to our compensation and benefits could adversely affect our ability to attract and retain qualified employees.
The inability to adequately fill vacancies on a timely basis could negatively affect our ability to implement our business strategy and thus materially adversely affect our financial condition, results of operations, liquidity and cash flows. Changes to our compensation and benefits could adversely affect our ability to attract and retain qualified employees.
In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
In the event that we do not realize the anticipated benefits of an acquisition, if we incur unexpected liabilities with an acquisition, or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program (CSA) and the Commercial Driver’s License Drug and Alcohol Clearinghouse of the FMCSA, have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.
Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program and the Commercial Driver’s License Drug and Alcohol Clearinghouse of the Federal Motor Carrier Safety Administration (FMCSA), have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.
Any such cybersecurity incidents could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use 16 of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
Any such cybersecurity incidents could adversely affect our reputation and results of operations. Artificial intelligence also presents emerging ethical issues and if our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
These conditions include recessionary economic cycles and downturns in customer business cycles, labor and supply shortages, global uncertainty and instability, inflation, changes in U.S. social, political, and regulatory conditions, tariffs and disruptions in oil and financial markets.
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.
A failure to successfully pursue technological advances, including AI applications could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows. We use AI in our business, and its use could result in reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our results of operations.
A failure to successfully pursue technological advances, including artificial intelligence applications could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows. 17 We use artificial intelligence in our business, and its use could result in increased costs, reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our business.
Economic conditions may adversely affect the business levels of our customers, the amount of transportation services they need and their ability to pay for our services and could reduce the prices we are able to charge for our services.
Economic conditions may adversely affect the business levels of our customers, their demand for transportation services, their ability to pay for our services, and could reduce the prices we are able to charge for our services.
Weakness or a loss of confidence in the financial markets or economic downturn could also lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’ inability to pay their accounts, or increase insolvency of our customers, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Weakness or a loss of confidence in the financial markets or an economic downturn could cause our share price to decline, could cause broader economic downturns, could lower demand for our services, decrease the price we can charge for our services, increase the incidence of customers’ inability to pay their accounts, or increase insolvency of our customers, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
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. 20 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.
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 acquisitions may be unsuccessful or result in other risks such as the failure to realize the anticipated benefits of such acquisitions or the disruption of our business due to such acquisitions.
We operate in a highly regulated and highly taxed industry. Costs of compliance with or liability for violation of existing or future regulations may adversely affect our business. 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.
Costs of compliance with or liability for violation of existing or future regulations may adversely affect our business. 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.
Certain members of senior management are subject to non-compete and non-solicitation agreements; however, there is no assurance that such agreements will be enforced as written or that they will be effective to prevent members of senior management from working for a competitor or soliciting our customers.
Certain of our key employees are subject to non-compete and non-solicitation agreements; however, there is no assurance that such agreements will be enforced as written or that they will be effective to prevent those employees from working for a competitor or soliciting our customers.
The loss of the services of any of our senior management could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
The loss of the services of any of our key employees could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We incorporate certain machine learning AI solutions (but not generative AI) into our business operations, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
We incorporate certain artificial intelligence solutions into our business operations, and these applications may become more important in our operations over time. Our competitors or other third parties may incorporate artificial intelligence into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Economic pressures caused by inflation have been significant in the United States in recent years. Inflation increases most of our expenses, including equipment prices, maintenance and supply costs, diesel fuel costs, insurance costs, claims costs, utility costs, employee wages and benefits, real estate costs, and purchased transportation.
Inflation has been significant in the United States in recent years. 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.
The rapid evolution of AI, including potential government regulation of AI and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our IT systems to minimize unintended harmful impacts.
The rapid evolution of artificial intelligence, including potential government regulation of artificial intelligence and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our information technology systems to minimize unintended harmful impacts.
We depend on the efforts and abilities of our senior management, and we believe their knowledge would be difficult to replicate. The future success of our business will continue to depend in part on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future.
We depend on the efforts and abilities of our management, and we believe their knowledge would be difficult to replicate. Our success is dependent on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future.
There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such terminals. We rely heavily on technology to operate our business and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation.
There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such assets. We rely heavily on technology to operate our business, including through the use of third-party applications, and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation.
Additionally, we have implemented a regular phishing assessment that provides feedback and additional training as needed to enhance the annual training program. Our information technology professionals also receive additional training related to their position. There can be no guarantee that our policies and procedures will be effective.
Additionally, we have implemented a regular phishing assessment that provides feedback and additional training to enhance the annual training program. Our information technology professionals also receive additional training related to their position. There can be no guarantee that our cybersecurity processes, technologies and controls will be effective.
For more information about the cybersecurity risks we face, see the risk factors entitled “We rely heavily on technology to operate our business and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation” and "We use AI in our business, and its use could result in reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our results of operations" in Item 1A.
For more information about the cybersecurity risks we face, see the risk factors, including those entitled “We rely heavily on technology to operate our business, including through the use of third-party applications, and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation” and "We use artificial intelligence in our business, and its use could result in reputational harm, competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our business" in Item 1A.
We have significant ongoing cash requirements that could limit our growth and affect profitability if we are unable to generate sufficient cash from operations or obtain sufficient financing on favorable terms. Our business is highly capital intensive. Our net capital expenditures for 2024 were approximately $1 billion.
We have significant ongoing cash requirements that could limit our growth and affect profitability if we are unable to generate sufficient cash from operations or obtain sufficient financing on favorable terms. Our business is highly capital intensive.
As a Delaware corporation, we are subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction.
Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction.
Changes in U.S. international trade relationships, including the imposition of new or higher tariffs, may adversely impact our customers, our industry, and our business. 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.
Changes in U.S. trade policy and the impact of tariffs may continue to adversely impact our customers, our industry, and our business. We transport a significant number of shipments that have either been imported into the U.S. or are destined for export from the U.S.
Inadequate succession planning or the unexpected departure of a member of senior management would require our remaining executive officers to divert immediate and substantial attention to fulfilling the duties of the departing executive and to seeking a replacement.
Inadequate succession planning or the unexpected departure of a key employee would require our remaining management team to divert immediate and substantial attention to fulfilling the duties of the departing employee and to seeking a replacement.
Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, significantly higher interest rates, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business.
Longer term disruptions in the capital and credit markets resulting from economic or political uncertainty, changing or increased regulation, significantly higher interest rates, reduced alternatives or failures of significant financial institutions, among other things, could adversely affect our access to or the cost of liquidity needed for our business.
Our cybersecurity program is based on the National Institute of Standards and Technology Cybersecurity Framework and is designed to ensure that our information systems are effective and are prepared for cybersecurity threats, including through regular oversight and mitigation of internal and external threats.
The Saia cybersecurity program is designed to ensure that our information systems are effective and are prepared for cybersecurity threats, including through regular oversight and mitigation of internal and external threats.
Additionally, we anticipate net capital expenditures in 2025 in excess of $700 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.
Our net capital expenditures for 2025 were approximately $544 million and we anticipate net capital expenditures in 2026 of approximately $350 million to $400 million, subject to the ongoing evaluation of market conditions. We depend on cash flows from operations, borrowings under our credit facilities and operating and finance leases.
Our business demands the use of sophisticated systems and technology. These systems and technologies must be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as well as our customers’ demands and expectations.
Our business relies on sophisticated systems and technology to remain competitive. Systems and technologies must be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as well as our customer demands and expectations.
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.
As a transportation and logistics provider, we collect and process significant amounts of data daily. Monitoring and complying with data protection laws may increase our compliance costs or require alterations to our data handling practices. The increasing scope and complexity and the uncertainty of the interpretation and enforcement of these laws create legal risk.
Costs we incur to defend or to satisfy a judgment or settle claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. 21 The engines in our tractors are subject to emissions-control regulations that could substantially increase operating expenses, and regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business.
Costs we incur to defend or to satisfy a judgment or settle claims may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
If we are unable to generate sufficient cash from operations and obtain sufficient financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing our maintenance costs.
If we are unable to generate sufficient cash from operations and obtain sufficient financing on favorable terms in the future, we may have to limit our growth, enter into more restrictive or higher cost financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing maintenance costs, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
The Director of Information Security and Compliance has served in information security roles since 2001 and led the information security function for a large health care system prior to joining Saia.
The Director of 28 Information Technology Security has served in information security roles since 2001 and led the information security function for a large health care system prior to joining Saia in 2021. He has a Bachelor of Science degree in Information Technology with a Concentration in Information Assurance and Security.
These types of standards, practices and regulations could have a material adverse impact on our financial position, results of operations, liquidity and cash flows. Other Risks Health epidemics, pandemics and similar outbreaks have had, and may continue to have, material adverse effects on the Company’s business, results of operations, financial condition and stock price.
Other Risks Health epidemics, pandemics and similar outbreaks have had, and may continue to have, material adverse effects on the Company’s business, results of operations, financial condition and stock price.
Either outcome could materially adversely impact our financial condition, results of operations, liquidity and cash flows. Our business depends in part on our strong reputation. We believe that the Company’s corporate reputation and the positive image of our brand are valuable assets.
Either outcome could materially adversely impact our financial condition, results of operations, liquidity and cash flows. 21 Our business depends in part on our strong reputation. We believe that our corporate reputation and the positive image of our brand are valuable assets. As social media usage increases, our susceptibility to risks related to adverse publicity, whether or not justified, increases.
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. 13 We are dependent on the cost and availability of diesel fuel and on fuel surcharges.
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, our financial condition, results of operations, liquidity and cash flows may be adversely affected. We are dependent on the cost and availability of diesel fuel and on fuel surcharges.
The U.S. government has proposed significant changes in U.S. trade policy, including the imposition of new or higher tariffs on goods entering the U.S., including from Mexico and Canada. Certain foreign governments either have taken or are threatening to take retaliatory actions in response.
The U.S. government has made significant changes in U.S. trade policy, including the imposition of a baseline tariff on product imports from almost all countries and the potential for higher tariffs on certain other countries. Certain foreign governments either have taken or are threatening to take retaliatory actions in response.
During any transition to zero-emission trucks, due to the mandates on manufacturers limiting diesel engine sales, we may be forced to continue using older model diesel trucks that may require higher maintenance costs or be less reliable. The transition to utilizing zero-emission vehicles could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
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.
In addition, there does not appear to be sufficient infrastructure in place to support an electric vehicle fleet operation throughout our current terminal network. If zero-emission vehicles are not available or not commercially viable for the less-than-truckload market, we may be required to modify or curtail our operations in California or other states that may adopt similar regulations.
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.
CSA is an enforcement and compliance model required by the FMCSA that assesses a motor carrier’s on-road performance and investigation results for a 24-month period using roadside stops and inspections, resulting in safety and performance ratings in the following categories: unsafe driving; hours-of-service compliance; driver fitness; controlled substances/alcohol; vehicle maintenance; hazardous material compliance; and crash indicators.
The CSA 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.
We must maintain certain financial and other restrictive covenants under our credit agreements, including among others, a maximum consolidated net lease adjusted leverage ratio. 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.
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.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeTop 20 Saia Terminals by Number of Doors at December 31, 2024 Location Own/Lease Doors Dallas, TX Own 278 Harrisburg, PA Own 245 Houston, TX Own 234 Atlanta, GA Own 217 Memphis, TN Own 200 Salt Lake City, UT Own 188 Fontana, CA Own 162 Chicago, IL Lease 153 Buford, GA Own 153 Indianapolis, IN Own 147 Garland, TX Own 145 Edwardsville, KS Lease 134 Phoenix, AZ Own 121 Richmond, VA Own 118 Nashville, TN Own 116 Cleveland, OH Own 115 Charlotte, NC Own 108 Kansas City, MO Own 102 Newburgh, NY Lease 101 Newark, NJ Lease 101
Biggest changeTop 20 Saia Terminals by Number of Doors at December 31, 2025 Location Own/Lease Doors Dallas, TX Own 258 Harrisburg, PA Own 245 Houston, TX Own 234 Atlanta, GA Own 217 Memphis, TN Own 200 Salt Lake City, UT Own 188 Fontana, CA Own 162 Buford, GA Own 153 Indianapolis, IN Own 147 Chicago, IL Lease 145 Garland, TX Own 145 Edwardsville, KS Lease 134 Phoenix, AZ Own 121 Richmond, VA Own 118 Nashville, TN Own 116 Cleveland, OH Own 115 Charlotte, NC Own 108 Kansas City, MO Own 102 Newburgh, NY Lease 101 Newark, NJ Lease 101
At December 31, 2024, Saia owned 60 percent of its service facilities, accounting for 71 percent of its door capacity. This mix follows Saia’s strategy of seeking to own strategically-located facilities that are integral to its operations and lease service facilities in smaller markets to allow for more flexibility.
At December 31, 2025, Saia owned 62 percent of its service facilities, accounting for 72 percent of its door capacity. This mix follows Saia’s strategy of seeking to own strategically-located facilities that are integral to its operations and lease service facilities in smaller markets to allow for more flexibility.
Item 2. Properties Saia is headquartered in Johns Creek, Georgia and has additional general offices in Houma, Louisiana and Boise, Idaho. At December 31, 2024, Saia owned 131 service facilities, including the Houma, Louisiana general office, and leased 87 service facilities, including the Johns Creek, Georgia corporate office, the Boise, Idaho general office and the Dallas, Texas warehouse.
Item 2. Properties Saia is headquartered in Johns Creek, Georgia and has additional general offices in Houma, Louisiana and Boise, Idaho. At December 31, 2025, Saia owned 135 service facilities, including the Houma, Louisiana general office, and leased 82 service facilities, including the Johns Creek, Georgia corporate office, the Boise, Idaho general office and the Dallas, Texas warehouse.
As of December 31, 2024, Saia owned approximately 6,600 tractors and 26,200 trailers, inclusive of trailers acquired with finance leases.
As of December 31, 2025, Saia owned approximately 7,700 tractors and 26,500 trailers, inclusive of trailers acquired with finance leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on its results of operations in a given quarter or annual period. 28 Item 4.
Biggest changeThe Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect 29 on its financial condition but could have a material adverse effect on its results of operations in a given quarter or annual period.
Mine Safety Disclosures Not applicable. 29 PART II.
Item 4. Mine Safety Disclosures Not applicable. 30 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHunt Transport Services Inc., Knight-Swift Transportation Holdings Inc., Landstar System Inc., Old Dominion Freight Line Inc., Saia Inc., Schneider National Inc., TFI International Inc., Werner Enterprises Inc. and XPO Inc. 31 Cumulative Total Return Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Saia, Inc. $100.00 $194.16 $361.93 $225.17 $470.60 $489.40 Russell 2000 $100.00 $119.96 $137.74 $109.59 $128.14 $142.93 NASDAQ Transportation $100.00 $106.29 $120.41 $97.55 $130.87 $133.76 Peer Group $100.00 $135.01 $222.22 $181.74 $253.02 $244.25 32 Item 6 . [Reserved] 33
Biggest changeHunt Transport Services Inc., Knight-Swift Transportation Holdings Inc., Landstar System Inc., Old Dominion Freight Line Inc., Saia, Inc., Schneider National Inc., TFI International Inc., Werner Enterprises Inc. and XPO Inc. 32 Cumulative Total Return Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Saia, Inc. $100.00 $186.41 $115.97 $242.38 $252.06 $180.60 NASDAQ Transportation $100.00 $113.28 $91.78 $123.12 $125.85 $138.77 Peer Group $100.00 $164.60 $134.62 $187.41 $180.92 $167.65 33 Item 6 . [Reserved] 34
Individual companies within the custom peer group are listed below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the companies in the peer group on December 31, 2019 and its relative performance is tracked through December 31, 2024.
Individual companies within the custom peer group are listed below. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the companies in the peer group on December 31, 2020 and its relative performance is tracked through December 31, 2025.
Issuer Purchases of Equity Securities Issuer Purchases of Equity Securities Period (a) Total Number of Shares (or Units) Purchased (1) (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs October 1, 2024 through October 31, 2024 — (2) $— (2) — $— November 1, 2024 through November 30, 2024 — (3) $— (3) — $— December 1, 2024 through December 31, 2024 420 (4) $479.94 (4) — $— Total 420 — (1) Any shares purchased by the Saia, Inc.
Issuer Purchases of Equity Securities Issuer Purchases of Equity Securities Period (a) Total Number of Shares (or Units) Purchased (1) (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs October 1, 2025 through October 31, 2025 — (2) $— (2) — $— November 1, 2025 through November 30, 2025 940 (3) $259.44 (3) — $— December 1, 2025 through December 31, 2025 — (4) $— (4) — $— Total 940 — (1) Any shares purchased by the Saia, Inc.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Information Saia’s common stock is listed under the symbol “SAIA” on the Nasdaq Global Select Market. Stockholders As of January 31, 2025, there were 694 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Information Saia’s common stock is listed under the symbol “SAIA” on the Nasdaq Global Select Market. Stockholders As of February 2, 2026, there were 632 holders of record of our common stock.
Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008. (2) The Saia, Inc.
Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008. (2) The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of October 1, 2025 through October 31, 2025.
Executive Capital Accumulation Plan had no sales of Saia stock during the period of December 1, 2024 through December 31, 2024. 30 Performance Graph The graph below compares the cumulative five year total stockholder return on Saia, Inc. common stock relative to the cumulative total stockholder returns of the Russell 2000 index, the NASDAQ Transportation index and a customized peer group of eleven companies.
Executive Capital Accumulation Plan sold 460 shares of Saia stock at an average price of $325.36 per share on the open market during the period of December 1, 2025 through December 31, 2025. 31 Performance Graph The graph below compares the cumulative five year total stockholder return on Saia, Inc. common stock relative to the cumulative total stockholder returns of the NASDAQ Transportation Index and a customized peer group of eleven companies.
Executive Capital Accumulation Plan sold 430 shares of Saia stock at an average price of $557.88 per share on the open market during the period of November 1, 2024 through November 30, 2024. (4) The Saia, Inc.
(3) The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of November 1, 2025 through November 30, 2025. (4) The Saia, Inc.
Removed
Executive Capital Accumulation Plan sold 450 shares of Saia stock at an average price of $477.13 per share on the open market during the period of October 1, 2024 through October 31, 2024. (3) The Saia, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThis 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. 39 A summary of our cash flows is presented below: Years ended 2024 2023 (in thousands) Cash and cash equivalents, beginning of year $296,215 $187,390 Net Cash flows provided by (used in): Operating activities 583,702 577,945 Investing activities (1,035,864) (448,696) Financing activities 175,420 (20,424) Net Increase (Decrease) in Cash and Cash Equivalents (276,742) 108,825 Cash and cash equivalents, end of year $19,473 $296,215 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.
Biggest changeA summary of our cash flows is presented below: Years ended 2025 2024 (in thousands) Cash and cash equivalents, beginning of year $19,473 $296,215 Net Cash flows provided by (used in): Operating activities 594,973 583,702 Investing activities (552,522) (1,035,864) Financing activities (42,204) 175,420 Net Increase (Decrease) in Cash and Cash Equivalents 247 (276,742) Cash and cash equivalents, end of year $19,720 $19,473 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.
Factors affecting estimated useful lives and residual values of property and equipment may include estimating loss, damage, obsolescence, and Company policies around maintenance and asset replacement. o Sensitivity of Estimate to Change : Actual useful lives and residual values could differ from these assumptions based on market conditions and other factors, thereby impacting the estimated amount or timing of depreciation expense.
Factors affecting estimated useful lives and residual values of property and equipment may include estimating loss, damage, obsolescence, and Company policies around maintenance and asset replacement. 44 o Sensitivity of Estimate to Change : Actual useful lives and residual values could differ from these assumptions based on market conditions and other factors, thereby impacting the estimated amount or timing of depreciation expense.
A 42 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; however, changes to estimates and assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in these accruals.
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; however, changes to estimates and assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in these accruals.
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.
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 43 financial statements.
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.
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 42 unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.
There have been no material changes in the development factors for the year ended December 31, 2024. • Revenue Recognition and Related Allowances . o Description : Revenue is recognized over the transit time of the shipment as it moves from origin to destination while expenses are recognized as incurred.
There have been no material changes in the development factors for the year ended December 31, 2025. • Revenue Recognition and Related Allowances . o Description : Revenue is recognized over the transit time of the shipment as it moves from origin to destination while expenses are recognized as incurred.
In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include: • Claims and Insurance Accruals . 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. o Judgments and Uncertainties : Claims and insurance accruals for these claims are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported.
In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include: • Claims and Insurance Accruals . o Description : 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 : Claims and insurance accruals for these claims are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported.
For 2024 and 2023, 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 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.
Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): 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.
Accounting Pronouncements Adopted in 2025 In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): 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.
See Note 1, "Description of Business and Summary of Accounting Policies" of the accompanying audited Consolidated Financial Statements, for discussion of the effects of changes to judgments related to depreciation expense for the year ended December 31, 2024.
See Note 1, "Description of Business and Summary of Accounting Policies" of the accompanying audited Consolidated Financial Statements, for discussion of the effects of changes to judgments related to depreciation expense for the year ended December 31, 2025.
We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. Executive Overview The Company’s business is highly correlated to non-service sectors of the general economy.
We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. Executive Overview The Company’s business is closely correlated with non-service sectors of the general economy.
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Under this ASU, entities are required to disclose additional disaggregated information related to certain expense captions included in the Consolidated Statements of Operations.
Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Under this ASU, entities are required to disclose additional disaggregated information related to certain expense captions included in the Consolidated Statements of Operations.
Discussions of our 2022 results and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 23, 2024.
Discussions of our 2023 results and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 24, 2025.
Estimated 2025 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.
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.
These factors, risks, uncertainties and assumptions include, but are not limited to, the following: • general economic conditions including downturns or inflationary periods in the business cycle; • operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; • industry-wide external factors largely out of our control; • cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; • inflationary increases in expenses and corresponding reductions of profitability; • cost and availability of diesel fuel and fuel surcharges; • cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; • failure to successfully execute the strategy to expand our service geography; • unexpected liabilities resulting from the acquisition of real estate assets; • costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; • risks arising from remote work, including increased risk of related cybersecurity incidents; • failure to keep pace with technological developments; • liabilities and costs arising from the use of artificial intelligence; • labor relations, including the adverse impact should a portion of our workforce become unionized; • cost, availability and resale value of real property and revenue equipment; • supply chain disruption and delays on new equipment delivery; • capacity and highway infrastructure constraints; • risks arising from new or higher tariffs; • risks arising from international business operations and relationships; • seasonal factors, harsh weather and disasters caused by climate change; 34 • the creditworthiness of our customers and their ability to pay for services; • our need for capital and uncertainty of the credit markets; • the possibility of defaults under our debt agreements, including violation of financial covenants; • 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; • employee turnover from changes to compensation and benefits or market factors; • increased costs of healthcare benefits; • 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; • 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; • widespread outbreak of an illness or any other communicable disease; • international conflicts and geopolitical instability; • evolving stakeholder expectations regarding environmental and social issues; • provisions in our governing documents and Delaware law that may have anti-takeover effects; • issuances of equity that would dilute stock ownership; • weakness, disruption or loss of confidence in financial or credit markets; and • other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.
These factors, risks, uncertainties and assumptions include, but are not limited to, the following: • general economic conditions including downturns or inflationary periods in the business cycle; • operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; • industry-wide external factors largely out of our control; • cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; • inflationary increases in expenses and corresponding reductions of profitability; • cost and availability of diesel fuel and fuel surcharges; • cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; • failure to successfully execute the strategy to expand our service geography; • unexpected liabilities resulting from the acquisition of real estate assets; • costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; • risks arising from remote work, including increased risk of related cybersecurity incidents; • failure to keep pace with technological developments; • liabilities and costs arising from the use of artificial intelligence; • labor relations, including the adverse impact should a portion of our workforce become unionized; • cost, availability and resale value of real property and revenue equipment; • 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 international business operations and relationships; • seasonal factors, harsh weather and disasters caused by climate change; 35 • the creditworthiness of our customers and their ability to pay for services; • our need for capital and uncertainty of the credit markets; • the possibility of defaults under our debt agreements, including violation of financial covenants; • inaccuracies and changes to estimates and assumptions used in preparing our financial statements; • dependence on key employees; • employee turnover from changes to compensation and benefits or market factors; • increased costs of healthcare benefits; • damage to our reputation from adverse publicity, including from the use of or impact from social media; • 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; • unforeseen costs from new and existing data privacy laws; • 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; • changes in accounting and financial standards or practices; • widespread outbreak of an illness or any other communicable disease; • international conflicts and geopolitical instability; • 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; • issuances of equity that would dilute stock ownership; • weakness, disruption or loss of confidence in financial or credit markets; and • other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2024 and 2023 results and year-to-year comparisons between 2024 and 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2025 and 2024 results and year-to-year comparisons between 2025 and 2024.
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, 2024.
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 as well as wage and benefit accruals. The Company was in compliance with its debt covenants at December 31, 2025.
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.
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.
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. See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the credit arrangements.
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.
The total cost of the compensation increase is expected to be approximately $59.0 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.
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.
In addition to any principal amounts disclosed, the Company has interest obligations of approximately $13.4 million for 2025, based on borrowings and commitments outstanding at December 31, 2024. The Company has accrued approximately $3.2 million for uncertain tax positions and accrued interest and penalties of $0.4 million related to the uncertain tax positions as of December 31, 2024.
In addition to any principal amounts disclosed, the Company has interest obligations of approximately $10.7 million for 2026, based on borrowings and commitments outstanding at December 31, 2025. The Company has accrued approximately $3.0 million for uncertain tax positions and accrued interest and penalties of $0.4 million related to the uncertain tax positions as of December 31, 2025.
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.” 38 Effective July 2024, the Company implemented a salary and wage increase of approximately 4.1 percent for all of its employees, excluding executives.
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 October 2025, the Company implemented a salary and wage increase of approximately 3.0 percent for all of its employees, excluding executives.
At December 31, 2023, the Company had no outstanding borrowings and outstanding letters of credit of $32.1 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.
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.
Finance Leases The Company is obligated under finance leases with seven-year terms for revenue equipment totaling $6.3 million and $16.5 million as of December 31, 2024 and 2023, respectively. Amortization of assets held under the finance leases is included in depreciation expense.
Finance Leases 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 and amortization expense.
The weighted average interest rates for the finance leases at December 31, 2024 and 2023 were 4.09% and 3.95%, respectively. Contractual Obligations 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.
The weighted average interest rates for the finance leases at December 31, 2025 and 2024 were 3.53% and 4.09%, respectively. Contractual Obligations 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. 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. generally accepted accounting principles. Contractual obligations in the form of finance leases were $6.4 million at December 31, 2024, which include both principal and interest components. Purchase obligations at December 31, 2024 were $27.7 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 $1.0 million at December 31, 2025, which include both principal and interest components. Purchase obligations at December 31, 2025 were $14.8 million.
At December 31, 2024, the Company has $109.5 million accrued for claims, insurance and other liabilities. Critical Accounting Policies and Estimates The Company makes estimates and assumptions in preparing the consolidated financial statements that affect reported amounts and disclosures therein.
At December 31, 2025, the Company has $125.1 million accrued for claims, insurance and other liabilities. 43 Critical Accounting Policies and Estimates The Company makes estimates and assumptions in preparing the consolidated financial statements that affect reported amounts and disclosures therein.
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. The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements.
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.
As of December 31, 2024, the Company has $473.8 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.
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.
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.
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.
The Company was in compliance with its debt covenants under the Shelf Agreement at December 31, 2024. 41 At December 31, 2024 and 2023, the Company had outstanding notes under the Shelf Agreement of $100.0 million and $0, respectively. See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Shelf Agreement.
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.
The Company was in compliance with its debt covenants under the Revolving Credit Facility at December 31, 2024. At December 31, 2024, the Company had outstanding borrowings of $94.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility.
The Company was in compliance with its debt covenants under the Revolving Credit Facility at December 31, 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.
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral under insurance agreements. As of December 31, 2024 the Company had total outstanding letters of credit of $32.2 million and $60.6 million in surety bonds.
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral under insurance agreements. As of December 31, 2025 the Company had total outstanding letters of credit of $36.4 million and $58.4 million in surety bonds.
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.
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.
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.
Financial Condition, Liquidity and Capital Resources The Company's liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. 40 Financial Condition, Liquidity and Capital Resources The Company's liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.
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; 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. 36 Results of Operations Saia, Inc. and Subsidiaries Selected Results of Operations and Operating Statistics For the years ended December 31, 2024 and 2023 (in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul) Percent Variance 2024 2023 '24 v. '23 Operating Revenue $3,209,074 $2,881,433 11.4 % Operating Expenses: Salaries, wages and employees’ benefits 1,487,847 1,301,280 14.3 Purchased transportation 237,306 238,688 (0.6) Fuel and other operating expenses 791,656 702,124 12.8 Depreciation and amortization 210,105 178,845 17.5 Operating Income 482,160 460,496 4.7 Operating Ratio 85.0% 84.0% Non-operating (Income) Expenses, Net 6,152 (5,731) (207.3) Working Capital (as of December 31, 2024 and 2023) 157,409 326,638 Net Acquisitions of Property and Equipment 1,040,863 437,152 Saia LTL Freight Operating Statistics: Workdays 254 252 LTL Tonnage 6,037 5,543 8.9 LTL Shipments 8,988 7,997 12.4 LTL Revenue per hundredweight $25.89 $25.38 2.0 LTL Revenue per hundredweight, excluding fuel surcharges $21.90 $20.99 4.3 LTL Revenue per shipment $347.81 $351.90 (1.2) LTL Revenue per shipment, excluding fuel surcharges $294.23 $291.00 1.1 LTL Pounds per shipment 1,343 1,386 (3.1) LTL Length of haul 891 894 (0.3) Year ended December 31, 2024 as compared to year ended December 31, 2023 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.
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. 37 Results of Operations Saia, Inc. and Subsidiaries Selected Results of Operations and Operating Statistics For the years ended December 31, 2025 and 2024 (in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul) Percent Variance 2025 2024 '25 v. '24 Operating Revenue $3,234,286 $3,209,074 0.8 % Operating Expenses: Salaries, wages and employees’ benefits 1,579,793 1,487,847 6.2 Purchased transportation 234,595 237,306 (1.1) Fuel and other operating expenses 819,125 791,656 3.5 Depreciation and amortization 248,573 210,105 18.3 Operating Income 352,200 482,160 (27.0) Operating Ratio 89.1% 85.0% Non-operating (Income) Expenses, Net 14,811 6,152 140.8 Working Capital (as of December 31, 2025 and 2024) 169,172 157,409 Net Acquisitions of Property and Equipment 544,128 1,040,863 Saia LTL Freight Operating Statistics: Workdays 253 254 LTL Tonnage 6,161 6,037 2.1 LTL Shipments 8,929 8,988 (0.7) LTL Revenue per hundredweight $25.50 $25.89 (1.5) LTL Revenue per hundredweight, excluding fuel surcharges $21.58 $21.90 (1.5) LTL Revenue per shipment $351.99 $347.81 1.2 LTL Revenue per shipment, excluding fuel surcharges $297.79 $294.23 1.2 LTL Pounds per shipment 1,380 1,343 2.8 LTL Length of haul 897 891 0.7 Year ended December 31, 2025 as compared to year ended December 31, 2024 Revenue and volume 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.
On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility. 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.
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.
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 39 operating revenue.
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.
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 December 31, 2025.
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.
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.
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.
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.
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.
The Company used $1,035.9 million of net cash in investing activities during 2024 compared to $448.7 million during 2023. General 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. and its wholly-owned subsidiaries (together, the Company or Saia).
General 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).
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.
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.
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 Company generated $583.7 million in net cash provided by operating activities in 2024 versus $577.9 million in 2023.
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 effective income tax rate was 23.9 percent for the years ended December 31, 2024 and 2023. Outlook 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.
Outlook 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.
Net capital expenditures are summarized in the following table (in millions): Years ended 2024 2023 2022 Land and structures: Additions $504.0 $267.3 $163.5 Sales (0.2) (0.1) — Revenue equipment, net 473.1 133.3 168.6 Technology and other 64.0 36.7 33.4 Total $1,040.9 $437.2 $365.5 In addition to the amounts disclosed in the table above, the Company had an additional $24.4 million in capital expenditures for revenue equipment that was received but not paid for prior to December 31, 2024. 40 Credit Arrangements Revolving Credit Facility The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility).
See “Cautionary Note Regarding Forward-Looking Statements” and Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance and financial condition. 41 Net capital expenditures are summarized in the following table (in millions): Years ended 2025 2024 2023 Land and structures: Additions $208.2 $504.0 $267.3 Sales (19.5) (0.2) (0.1) Revenue equipment, net 312.0 473.1 133.3 Technology and other 43.4 64.0 36.7 Total $544.1 $1,040.9 $437.2 In addition to the amounts disclosed in the table above, the Company had an additional $10.5 million in capital expenditures for revenue equipment that was received but not paid for prior to December 31, 2025.
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.
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.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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.
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.
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.
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. The 2024 operating ratio (operating expenses divided by operating revenue) was 85.0 percent as compared to 84.0 percent in 2023.
Operating expenses and margin 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.
Competitive factors, customer turnover and mix changes, among other things, impact the extent to which customer rate increases are retained over time. 37 Operating revenue includes fuel surcharge revenue from the Company’s fuel surcharge program.
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. 38 Operating revenue includes revenue from the Company’s fuel surcharge program.
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.
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.
Other 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.
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. Other Interest expense in 2025 was $7.5 million greater than 2024 due to increased average borrowings under the credit arrangements in 2025.
Working Capital and Capital Expenditures Working capital at December 31, 2024 was $157.4 million compared to $326.6 million at December 31, 2023.
Working Capital and Capital Expenditures Working capital at December 31, 2025 was $169.2 million compared to $157.4 million at December 31, 2024. 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.
Removed
The Company looks for opportunities to improve safety, cost 35 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.
Added
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.
Removed
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 11.4 percent in 2024 compared to 2023.
Added
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. 36 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.
Removed
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.
Added
The Company’s operating revenue increased by 0.8 percent in 2025 compared to 2024. 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.
Removed
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.
Added
The Company used $552.5 million of net cash in investing activities during 2025 compared to $1,035.9 million during 2024.
Removed
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.
Added
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.
Removed
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. Operating expenses and margin Consolidated operating income increased to $482.2 million in 2024 compared to $460.5 million in 2023.
Added
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 driven by increased group health insurance costs of $37.3 million related to the inflationary costs of claims.
Removed
Salaries, wages and employees’ benefits expense increased $186.6 million in 2024 compared to 2023. 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.
Added
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.
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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.
Added
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.
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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.
Added
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.
Removed
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.
Added
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.
Removed
See “Cautionary Note Regarding Forward-Looking Statements” and Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance and financial condition.
Added
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.
Removed
This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate debt $5.3 $1.0 $— $— $100.0 $— $106.3 $106.5 Average interest rate 4.3% 3.5% — — 6.1% — Variable rate debt $— $— $— $— $94.0 $— $94.0 $94.0 Average interest rate — — — — 6.6% — 44
Biggest changeAs of December 31, 2025 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed rate debt $1.0 $— $— $100.0 $— $— $101.0 $101.8 Average interest rate 3.5% — — 6.1% — — Variable rate debt $— $— $— $63.0 $— $— $63.0 $63.0 Average interest rate — — — 5.1% — — 45
To help mitigate our exposure to rising diesel fuel prices, the Company has an established fuel surcharge program. The following table provides information about the Company’s debt as of December 31, 2024. The table presents annual principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates.
To help mitigate our exposure to rising diesel fuel prices, the Company has an established fuel surcharge program. The following table provides information about the Company’s debt as of December 31, 2025. The table presents annual principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates.

Other SAIA 10-K year-over-year comparisons