2025 Annual Report and Form 10-K

2025

ANNUAL REPORT

2025 ANNUAL REPORT OVERVIEW

PUTTING CUSTOMERS FIRST

In 2025, Saia marked an important milestone as we achieved our first full year operating with a national footprint. While the past several years were defined by significant investments and network expansion, 2025 was about execution, delivering on those investments and

strengthening our ability to serve our customers

from coast to coast.

We continued to see growth in markets where we have expanded, attracting new customers while retaining and growing business with existing ones. Our record level of capital investment over the past three years has transformed our company and enhanced our ability to provide more solutions, greater coverage, and a consistently high-quality service experience. Guided by our "Customer First" mindset, we remain focused on maximizing the shipper experience through quality service, value-added offerings, and reliable execution, ensuring that what matters to the customer continues to matter to us.

Along those lines, as our network has grown, we have learned that great service must reflect local needs, and that customers value the ability to speak with someone local - someone who understands their market and unique shipping needs. That local insight allows us to deliver more responsive, tailored support that resonates.

Building on that understanding, last year, we rolled outa localized customer service model across our network. What started as a successful pilot in our Ohio region was replicated in each terminal. This localized approach reinforces our commitment to bringing service closer, and ensuring we listen, adapt, and respond with the level of care and expertise our customers expect.

Our commitment to the customer was also demonstrated by our claims ratio of 0.5%, which was another record in Saia's 101-year history.

POWERED BY PEOPLE

At the heart of Saia's success are our employees. In 2025, nearly 8,000 dockworkers, mechanics, and city and line drivers were recognized for achieving major safety milestones. Saia honored more than 5,500 city and line drivers with a Safe Drive Award, and

almost 2,400 dockworkers and mechanics received a Safe Work Award. Miles driven between preventable accidents increased by 38.6% compared to the prior year and hours between lost-time injuries improved by 8.7%.

Employee engagement and accountability remained strong in 2025, reflecting the resilience of Saia's culture amid a complex and uncertain economic environment. Approximately 84% of employees participated in the 2025 Employee Engagement Survey demonstrating a high level of organizational commitment. Overall favorability improved year over year, reinforcing the strength of Saia's people-first culture and the shared sense of ownership employees bring to delivering consistent, high-quality service.

Together, our safety results and engagement survey outcomes reflect the dedication of our employees nationwide and their commitment to service, safety, and execution.

WE CONSISTENTLY INVEST IN OUR EMPLOYEES THROUGH:

FOCUSED ON EXECUTION, INVESTING IN BRAND

In 2025, Saia reported net capital expenditures of $544.1 million, marking the continuation of a

multi-year investment cycle. Operating with a fully established national footprint, we continued our focus on execution and operational excellence.

These investments have strengthened our ability to serve customers more effectively, improve efficiency, and deliver a broader range of solutions across our network.

Also in 2025, Saia entered into multi-year sports marketing partnerships with the Atlanta Braves and Joe Gibbs Racing, becoming the Braves' exclusive LTL freight partner and a primary sponsor in select NASCAR Cup Series races. These partnerships leverage the national reach of professional sports to engage customers, employees, and communities, while reinforcing Saia's "Customer First" commitment and nationwide service capabilities.

COMPETITIVE COMPENSATION

BEST-IN-CLASS BENEFITS

RECOGNITION PROGRAMS

OUR VALUES IN ACTION

• Customer First

• Safety

• Taking Care of Each Other

• Do the Right Thing

• Dignity and Respect

• Community

Doing what it takes, in everything we do, means putting the

Saia's core values continued to guide our decisions and actions. Throughout 2025, employees across our network demonstrated these values through safety leadership, community involvement, and everyday service excellence.

From national partnerships such as Wreaths Across America and Toys for Tots to individual acts of generosity in local communities, Saia employees consistently bring our values to life. In Austin, Texas, Saia driver Jeremy Tanner and his wife, Teresa, quietly made the holidays brighter by donating multiple totes and bags of toys for Toys for Tots after months of thoughtful planning. As Jeremy's manager shared, their generosity is simply who they are, reflecting the care and compassion our people show every day.

These efforts not only strengthen the communities we serve but also reinforce the culture that drives our success for customers and stockholders alike.

customer first. It doesn't mean short-changing safety, policies or procedures, or respect, but it means understanding that fundamentally, our customers are at the heart of our business - in everything we do.

OPPORTUNITIES AWAIT

As Saia looks ahead, we do so from a position of strength. With a national footprint in place, a deeply engaged workforce, and a continued focus on safety, service, and execution, we are well positioned to build on the investments of the past several years.

Guided by our Customer First mindset and grounded in our core values, we remain committed to delivering reliable, high quality solutions for our customers while creating long term value for our employees, communities, and stockholders.

48

STATE FOOTPRINT

~14.5K

EMPLOYEES

$3.2B

IN REVENUE

213

TERMINALS

AVG LENGTH OF HAUL

897 MILES

89.1%

OPERATING RATIO

DEAR FELLOW

STOCKHOLDER

With the company's national footprint established, 2025 was defined by leveraging prior investments and

achieving an estimated record national market share, reflecting growth in new markets and expansion of existing customer relationships.

Despite a complex and uncertain operating environment, Saia delivered solid financial performance. Revenue for the year totaled $3.2 billion, representing a 0.8% increase over 2024, while earnings per share were $9.52. We ended the year with $19.7 million in cash and $164.0 million in total debt, reflecting continued balance sheet discipline. Our full-year operating ratio was 89.1%, underscoring our focus on execution and cost management.

In 2025, Saia reported net capital expenditures of

$544.1 million. For 2026, capital expenditures are anticipated to be approximately $350 million to $400 million, subject to market conditions.

Safety remained a core operational priority in 2025. During the year, thousands of Saia employees were recognized for achieving significant safety

Saia enters the future from

a position of strength, focused on disciplined execution, reliable service, and creating long-term value for customers, employees, communities, and stockholders.

milestones. This sustained safety performance supports service reliability, operational continuity, and risk management across the network.

Employee survey results further highlighted how employee engagement supports Saia's "Customer First" commitment. Employees reported a strong understanding of their jobs and responsibilities (91%), how their work contributes to company performance (84%), and their accountability for delivering a positive customer experience (84%). These insights reinforce

the direct link between an engaged workforce, and the consistent, high-quality service customers rely on.

Consistent with our "Customer First" strategy, we continued to refine how service was delivered across our network. As the size of our footprint has increased, we have prioritized service models that incorporate local market knowledge. In 2025, Saia began expanding a localized customer service approach, building on a successful regional pilot to enhance responsiveness and support customer retention.

Saia's core values continue to serve as an operating framework for decision making and governance.

These values guide employee conduct, community

engagement, and customer interactions, reinforcing a disciplined culture aligned with long-term performance objectives.

As we move forward, Saia does so from a position of strength. With approximately 14,500 employees, 213 terminals, and service spanning the entirety of North America, we are well positioned to build on the investments of the past several years. Our focus

remains clear: disciplined execution, reliable service, and long-term value creation for our customers, employees, communities, and stockholders.

Thank you for your continued support.

[THIS PAGE INTENTIONALLY LEFT BLANK]

(Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-49983

Saia, Inc.

(Exact name of registrant as specified in its charter)

Delaware 48-1229851

(State of Incorporation) (I.R.S. Employer

Identification No.)

11465 Johns Creek Parkway, Suite 400

Johns Creek, Georgia 30097

(Address of Principal Executive Offices) (Zip Code)

(770) 232-5067

(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:

Trading

TitleofeachclassSymbol(s)Nameofeachexchangeonwhichregistered

Common Stock, par value $.001 per share SAIA The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $7,298,010,244 based on the last reported sales price of the common stock as reported on the National Association of Securities Dealers Automated Quotation System National Market System.

The number of shares of Common Stock outstanding as of February 18, 2026 was 26,669,522.

Documents Incorporated by Reference

Portions of the definitive Proxy Statement to be filed within 120 days of December 31, 2025, pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Annual Meeting of Stockholders to be held April 29, 2026, have been incorporated by reference into Part III of this Form 10-K.

Auditor Name: KPMG LLP Auditor Location: Atlanta, Georgia, United States Auditor Firm ID: 185

SAIA, INC. AND SUBSIDIARIES INDEX

Item 1.

Item 1A. Item 1B. Item 1C. Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7. Item 7A. Item 8.

Item 9. Item 9A. Item 9B. Item 9C.

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Item 15.

Item 16.

PART I.

Business ............................................................................................................................................

Additional Information .....................................................................................................................

Executive Officers of the Registrant.................................................................................................

Risk Factors.......................................................................................................................................

Unresolved Staff Comments .............................................................................................................

Cybersecurity ....................................................................................................................................

Properties ..........................................................................................................................................

Legal Proceedings.............................................................................................................................

Mine Safety Disclosures ...................................................................................................................

PART II.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.............................................................................................................................

[Reserved] .........................................................................................................................................

Management's Discussion and Analysis of Financial Condition and Results of Operations........... Quantitative and Qualitative Disclosures About Market Risk..........................................................

Financial Statements and Supplementary Data.................................................................................

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........... Controls and Procedures ...................................................................................................................

Other Information .............................................................................................................................

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections..............................................

PART III.

Directors, Executive Officers and Corporate Governance................................................................ Executive Compensation...................................................................................................................

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................................................................................................................

Certain Relationships and Related Transactions, and Director Independence ................................. Principal Accountant Fees and Services ...........................................................................................

PART IV.

Exhibits, Financial Statement Schedules ..........................................................................................

Form 10-K Summary ........................................................................................................................

Signatures..........................................................................................................................................

Page

3

11

12

13

28

28

29

29

30

31

34

35

45

46

70

70

71

71

72

72

72

73

73

74

79

80

PART I.

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

Founded in 1924, Saia Motor Freight Line, LLC (Saia LTL Freight), a wholly-owned subsidiary of Saia, Inc., is a leading LTL carrier that provides direct service to the 48 contiguous states and provides LTL services to Canada and Mexico through relationships with third-party interline carriers. 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. 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. These real estate investments have been made to support Saia's longterm strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and position us to gain market share. Investments in equipment and technology have supported this growth while maintaining and modernizing our fleet, resulting in improved fuel efficiency, enhanced safety features and reduced carbon emissions. In addition, we have invested in technology to strengthen our network and operations, including network optimization, advanced data analytics for operational and profitability insights, customer service enhancements, training and streamlined business processes.

In 2025, Saia generated revenue of $3.2 billion and operating income of $352.2 million compared to revenue of $3.2 billion and operating income of $482.2 million in 2024. In 2025, the average Saia LTL Freight shipment weighed approximately 1,380 pounds and traveled an average distance of approximately 897 miles. 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. The two "for-hire" carrier categories - truckload and LTL - are generally distinguished by shipment sizes handled by the transportation service companies. Truckload carriers typically handle shipments greater than 10,000 pounds, while LTL carriers generally transport shipments under that threshold. Saia operates primarily as an LTL carrier. In addition to the three main trucking categories, Saia also competes with small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.

LTL carriers typically pick up numerous shipments, generally ranging from 100 to 10,000 pounds, consolidate them at local carrier-operated freight terminals and then transport the shipments from the terminal to the carrier-operated destination terminal for delivery to the ultimate destination. As a result, LTL carriers require expansive networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the local terminals.

The truckload category is the largest portion of the "for-hire" carrier market. Truckload carriers primarily transport large shipments from origin to destination with no intermediate handling.

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. The truckload category is comprised of several major carriers and numerous small entrepreneurial players. At the most basic level, a truckload carrier can be started with capital for rolling stock (a tractor and a trailer), insurance, a driver and little else. As truckload carriers become larger in scale, capital is needed for technology, infrastructure and some limited facilities. Saia may participate in the truckload market as a means to fill empty miles in lanes that are not at capacity. Saia also offers its customers the truckload and expedited offerings of its logistics operations.

Capital requirements are significantly higher in the traditional LTL category versus the truckload category. In the LTL sector, substantial amounts of capital are required for a network of freight terminals, shipment handling equipment and revenue equipment (both for city pick-up, delivery and linehaul). In addition, investment in technology has become increasingly important in the LTL category largely due to the number of transactions and number of customers served on a daily basis. Saia LTL Freight picks up approximately 35,000 shipments per day, each of which has a shipper, a consignee and sometimes a third-party payor, all of whom need access to information in a timely manner. In addition to customer service, technology plays a key role in improving operational efficiency and compliance, as well as safety and revenue management. As a result of the significant infrastructure required to operate an LTL carrier, the LTL category is more concentrated than the truckload category with the largest LTL players operating nationally or in regional markets. Driver turnover in the LTL sector is significantly lower relative to the truckload sector, although LTL carriers also face periodic driver shortages.

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. 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. These features include active braking assistance, adaptive cruise control, lane departure warning systems and roll stability control. This emphasis on safe operations is important to protecting our employees and the communities in which we operate. A safety first focus has the added benefit of helping to control inflationary insurance costs.

Employee engagement.

We are focused on maintaining strong relationships with our employees. We invest in our employees through training and professional development programs, safety training, wellness programs, internal employee communications and employee recognition programs, along with providing competitive wages and employee benefit programs. For further information on employee engagement efforts, see Human Capital Management section below.

Manage pricing and business mix.

This element of our business strategy focuses on optimizing both the pricing of our services and the mix of freight we handle to enhance the overall profitability of our network. In recent years, our expanded geographic footprint and strengthened service offerings have enabled us to deliver differentiated solutions to customers, contributing to increases in revenue per shipment, excluding fuel surcharges.

Increase density in existing geographies.

We gain operating leverage by growing volume and density within our existing geography. Depending on general economic conditions, pricing and the specific geography, we estimate that the potential incremental profitability on growth in current markets can be significant. We continuously evaluate opportunities to expand our terminal network in new and existing markets that demonstrate sufficient long-term demand. Future volume growth at Saia may result from improvements in broader economic conditions, industry consolidation, continued geographic expansion, strategic acquisitions, and targeted sales and marketing initiatives designed to enhance customer engagement and support sustained growth.

Deliver best-in-class service.

The foundation of our growth strategy is the consistent delivery of high quality service, demonstrated through reliable on-time delivery and reduced claims for lost or damaged freight. Our customers place significant value on service quality, which supports our ability to obtain appropriate compensation for the services we provide and enhances our positioning to capture additional market share.

Improve operating efficiencies.

We have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul and pick-up and delivery operations. These initiatives help offset a variety of structural cost increases like wages, healthcare benefits, casualty claims and related insurance, workers' compensation claims and parts and maintenance expense. Enhancing the efficiency of our linehaul and pick-up and delivery operations supports more effective utilization of our employees, equipment and resources. These efforts also contribute to reductions in fuel consumption and associated carbon emissions, consistent with our broader sustainability objectives and our commitment to minimizing the environmental impact of our operations. We believe we remain well positioned to manage costs effectively, optimize asset utilization and explore additional opportunities for incremental cost savings.

Grow geographic terminal footprint.

We intend to continue pursuing geographic expansion and build additional density in key markets to support profitable growth and strengthen our customer value proposition. Accordingly, we plan to continue investing in new terminals, in our tractor and trailer fleet and in advanced technologies to enable us to efficiently handle the increased volume we anticipate across both new and existing markets. In addition to organic expansion through new terminal openings, we may evaluate strategic acquisition opportunities from time to time to further extend our geographic reach, increase network density and acquire complementary customer bases.

Address environmental impact of our operations.

We are dedicated to building on our strong, positive culture by being a leading corporate citizen for the benefit of our customers, employees, communities and stockholders. In recent years, we have made significant investments in our tractor and trailer fleet to improve fuel efficiency, reduce emissions, and enhance safety, reliability and maintenance performance. We are also working to optimize our linehaul scheduling and pick-up and delivery operations to improve asset utilization as well as further reduce fuel consumption and related emissions. Since the formalization of our sustainability program in 2022, we have scaled the use of alternative fuels utilizing renewable diesel, compressed natural gas (CNG) vehicles running renewable natural gas (RNG) and battery electric vehicles. We operate a fleet of over 55 CNG vehicles and continue to evaluate the expanded use of alternative and renewable fuels to power our fleet. We have procedures that are designed to reduce the risk of spills of hazardous materials that

we transport and to quickly and efficiently react to any environmental incidents. At our terminals, we have implemented energy-saving procedures, and maintain programs to recycle used oil, scrap metal, paper, tires and batteries. We also incorporate sustainability-focused practices and design elements into newly constructed facilities where practicable.

Based on the most recently available rankings, for 2024, Saia continued to maintain high marks in the EPA's SmartWay Carrier Performance Rankings for LTL carriers for nitrogen oxide and particulate matter emissions per ton-mile. We have also participated in the EPA's SmartWay Program since 2006, which assists companies with advancing supply chain sustainability by measuring, benchmarking and improving freight transportation efficiency.

Seasonality

Our business is subject to seasonal variations. Customers tend to reduce shipments after the winter holiday season, and our operating expenses tend to be higher as a percent of revenue in the winter months primarily due to lower capacity utilization and weather effects. Generally, the first quarter is the weakest quarter while the second and third quarters are the strongest quarters in terms of revenue and profit. Quarterly profitability is also impacted by the timing of salary and wage increases and general rate increases, which have varied over the years.

Human Capital

We believe our success depends on the strength of our workforce. Our Executive Vice President and Chief Human Resources Officer, reporting to our President and Chief Executive Officer, is responsible for developing and executing our human capital strategy. These responsibilities include recruiting, hiring, training and retention, as well as the development of our compensation and benefits programs.

Our nearly 14,500 union-free employees are comprised of about 51% licensed commercial drivers, about 24% dock workers (approximately 22% of whom are part-time) and the remaining 25% work in sales, technology and administration to support our business. Approximately 89% of our workforce is male. Approximately 49% of our employees have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African American, or of two or more races. Additionally, approximately 74% of our workforce is under the age of 55.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees and their families with access to affordable and convenient medical, dental and vision programs. To foster retention, employees with ten or more years of service do not pay premiums for participation in the medical program. Additionally, we strive to help employees lead healthier lives through a voluntary wellness program aimed at engaging employees to promote proactive evaluation, tracking and management of major health and wellness indicators. To support employee participation in our benefit programs, we have continued to absorb market-driven cost increases in coverage for group health insurance. As a result, employees have experienced only minimal premium increases for these programs over the past several years.

As an added benefit for employees, we offer a 401(k) savings plan with a Company match as well as paid vacation and personal days. These benefits are in addition to the Company's market-based compensation program designed to maintain competitive compensation packages for all employees. 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. We believe that maintaining a direct relationship with our employees provides for better communications and employee relations, which enhances operational flexibility and contributes to lower overall costs. In addition, non-union carriers have more flexibility with respect to work schedules, routes and other similar items. This flexibility is a major consideration in meeting the service levels required by customers. We believe this differentiation provides stronger future growth prospects, improved operating efficiencies and enhanced 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. With that in mind, identifying qualified candidates and attracting them with competitive compensation and benefits is key to our success. We have regional recruiting managers across the Company to help meet our hiring needs. If necessary, and to attract the most qualified candidates, we offer periodic signing bonuses to new hires.

More than 300 of our drivers also serve as driver trainers to assist in providing all new drivers with over 80 hours of training. We annually train drivers in defensive driving processes with emphasis on special operations in addition to weekly safety training through various mediums, including videos and group and individual presentations on diverse safety topics. Our tractor fleet is equipped with extensive safety technology, including video recording systems which enable managers to provide coaching and feedback to drivers throughout the year. Our dock employees also receive onboarding instruction which is supplemented with on-going safety and job training. Employees who express an interest in a long-term driving career can enroll in a Company-sponsored dock-to-driver program to obtain the necessary commercial driver certifications. Annual safety awards and recognition are given to drivers, mechanics and dock employees who qualify.

Employee Engagement.

We focus on driving employee engagement throughout our organization. We believe it is important to our success as an organization for our employees to understand how their work contributes to our overall performance. We communicate with our workforce through a variety of channels and encourage open and direct communication. Our communication starts with an employee's manager and is supplemented by a variety of means, including regular industry updates, an internally distributed magazine, reports on quarterly performance directly from the CEO and executive team and annual employee engagement surveys.

We are committed to fostering a work environment that values collaboration, fairness, and employee growth. We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of 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. By fostering an environment that highlights shared experiences and celebrates individual contributions, we empower our employees to achieve excellence.

Saia's commitment to fostering a culture of engagement, innovation and collaboration is exemplified by our emphasis on retention, leadership development and opportunities for employee growth. This approach ensures alignment with our core values of safety and taking care of each other.

Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and fairness, 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.

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.

Saia provides LTL services in a highly competitive environment against a wide range of transportation service providers. These competitors include a small number of large, national transportation service providers in the long haul and two-day LTL markets and a larger number of shorter-haul or regional transportation companies in the two-day and overnight LTL markets. The larger the service area, the greater the barriers to entry into the LTL trucking category due to the need for additional equipment and freight terminals associated with this coverage. The level of technology investment required and density needed to provide adequate labor and asset utilization make larger-scale entry into the LTL market difficult. Saia also competes against several modes of transportation, including truckload

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

Regulation

The trucking industry is subject to regulation by many federal, state and local government agencies in the U.S., and these authorities have broad powers over matters ranging from the authority to engage in motor carrier operations, motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, port security, insurance requirements, employment practices, taxation, data privacy and security, certain mergers and acquisitions, financial reporting, fuel efficiency and emissions standards and the transportation and handling of hazardous materials. Regulatory requirements, and changes in regulatory requirements or guidance, may adversely affect our business or the economics of the industry by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services.

Key areas of regulatory activity include:

Department of Transportation.

Motor carrier and freight brokerage operations are subject to safety, insurance and bonding requirements prescribed by the U.S. Department of Transportation (DOT) and various state agencies. We are also subject to a variety of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate. Matters such as weight and equipment dimensions are also subject to U.S. federal and state regulation.

Within the DOT, the Federal Motor Carrier Safety Administration (FMCSA) has issued rules, including hours of service regulations that limit the maximum number of hours a driver may be on duty between mandatory off-duty hours and require driver rest breaks. The rules provide that a truck driver may work no more than a maximum of 60 hours within seven consecutive days and 70 hours within eight consecutive days. FMCSA rules further impose a maximum work period of 14 hours (no more than 11 hours of which may be driving time) after first coming on-duty following 10 consecutive hours of off-duty time. Drivers are also required to take a 30-minute break prior to driving beyond 8 hours.

The FMCSA's Compliance Safety Accountability Program (CSA) is an enforcement and compliance model 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 evaluations are used to rank carriers and individual drivers and to select carriers for audit and other interventions or enforcement action.

The FMCSA maintains the Commercial Driver's License Drug and Alcohol Clearinghouse (DAC), which is a database that discloses drug and alcohol violations of commercial motor vehicle drivers. The DAC requires us to check for current and prospective employees' drug and alcohol violations and annually query for violations of each driver we employ. Drivers with a prohibited status in the DAC will have their state issued commercial driver licenses downgraded and will be unable to continue driving with such until they complete the return-to-duty process. All states are required to check the clearinghouse for any prohibitions before issuing, renewing, transferring or upgrading any commercial driver licenses.

Pursuant to an executive order in April 2025, the FMCSA updated its "out-of-service" criteria strengthening the enforcement of English language proficiency requirements for commercial drivers. Pursuant to the updated criteria, law enforcement must forbid a driver from operating a commercial vehicle if the driver fails a two-part interview and road sign test. In September 2025, the DOT and the FMCSA issued a temporary regulation strengthening the requirements for obtaining and renewing non-domiciled commercial driver licenses (CDLs). The regulation, which is pending judicial review, also directs state licensing agencies to revoke unlawfully issued non-domiciled CDLs. In February 2026, DOT and the FMCSA issued a final rule substantively reaffirming the September 2025 temporary regulation. The final rule requires states to issue non-domiciled CDLs only to applicants

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

Department of Homeland Security.

Federal, state and municipal authorities have implemented anti-terrorism measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration (TSA) and Customs and Border Protection (CBP) continue to focus on trailer security, driver identification, security clearance and border-crossing procedures. In addition, we must comply with U.S. Citizenship and Immigration Services regulations regarding the eligibility of our employees to work in the U.S. These and other safety and security measures, such as rules for transportation of hazardous materials and cargo-security regulations, could increase the cost of operations, reduce the number of qualified drivers and disrupt or impede the timing of our deliveries to customers.

Environmental Regulations.

Our operations are subject to federal, state, local, and foreign regulations with regard to air and water quality and other environmental matters. 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. 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. We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination may have occurred. Under existing law, we could be held responsible for costs related to environmental contamination at or emanating from our current and past facilities and at third party waste disposal sites. Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal and costs associated with the leakage or discharge of hazardous materials we transport for our customers, among others. Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous substances 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.

In 2021, the EPA announced its "Clean Trucks Plan" (CTP), which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas emissions and other air pollutants from heavy-duty trucks while accelerating the transition to lower-emission and zero-emission technologies. In 2022, the EPA finalized the first phase of the CTP, also known as the Heavy-Duty NOx rule, by adopting a final rule setting more stringent nitrogen oxides emission standards for new heavy-duty vehicles and engines starting in model year 2027. In 2024, the EPA approved a new rule as Phase 3 under the CTP regarding greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims to reduce greenhouse gas emissions by up to 60% by 2032 for some vehicle classes. The standards apply to heavy-duty vehicles manufactured starting in model year 2028 through model year 2032 and revise certain greenhouse standards for model year 2027 that were established under the prior rulemaking. In March 2025, the EPA reopened and reconsidered key regulations related to the CTP, including the Phase 3 greenhouse gas standards, the Heavy-Duty NOx rule, and the light- and medium-duty vehicle emissions standards, framing them as overly costly and burdensome. In July 2025, the administration proposed eliminating all existing federal greenhouse gas standards for light-, medium-, and heavy-duty vehicles dating back to 2010. Concurrently, the EPA announced a broader reevaluation of the CTP, citing industry concerns regarding infrastructure readiness, vehicle costs, operational feasibility, and supply-chain impacts.

California Air Resources Board (CARB).

Several states have enacted 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. 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. Senate Bill 253 will require companies with revenues greater than $1 billion doing business in California to comprehensively report their Scope 1, 2, and 3 emissions and to obtain a third-party audit. Despite delays in promulgating rules, SB 253 is anticipated to be implemented in 2026. Senate Bill 261 requires U.S. businesses with over $500 million in revenue operating in California to disclose climate-related financial risks and mitigation plans biannually. In November 2025, the United States Court of Appeals for the Ninth Circuit granted an injunction pausing implementation of Senate Bill 261.

Advanced Clean Trucks.

CARB's Advanced Clean Trucks (ACT) regulation requires truck manufacturers to sell zero-emission trucks as an increasing percentage of their annual California sales. By 2035, zero-emission truck/chassis sales must account for 40% of truck tractor sales in the state. Numerous other states have adopted or are in the process of adopting regulations similar to the ACT regulation. In June 2025, the current administration overturned several EPA waivers granted to California including the waiver for the ACT regulation. Litigation regarding the administration's actions is ongoing.

Advanced Clean Fleets.

In 2023, CARB adopted the Advanced Clean Fleets (ACF) regulation mandating that operators of 50 or more trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles. The regulation includes a phase-in period from 2027 to 2045, depending on the class of vehicle. 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. In October 2025, in response to lawsuits brought by a coalition of states and trucking industry groups, CARB agreed to repeal portions of the ACF regulation, including the high-priority fleet and drayage fleet provisions. As a part of the settlement, CARB also agreed not to enforce the ACF regulation's 2036 mandate requiring 100% zero-emission sales of new medium and heavy-duty trucks until an EPA waiver is obtained. The failure to obtain a waiver repealed CARB's ability to enforce ACF requirements on private-sector fleets. Final action on the repeal is required by August 2026. It remains unclear whether CARB may reintroduce similar regulations in the future.

Food and Drug Administration.

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 FDA has issued a final rule to establish certain requirements under the Sanitary Food and Transportation Act (SFTA) for vehicles and transportation equipment, transportation operations, training, recordkeeping and waivers. The rule is designed to promote best practices in the industry concerning cleaning, inspection, maintenance, loading and unloading of, and operation of vehicles. Under the SFTA requirements, carriers are required to develop and implement written procedures subject to recordkeeping that specify 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 transportation and logistics provider, we collect and process significant amounts of data daily.

Trademarks and Patents

We have registered several service marks and trademarks in the United States Patent and Trademark Office, including Saia Guaranteed Select®, Saia Customer Service Indicators®and Saia Xtreme Guarantee®. We believe these service marks and trademarks are important components of our marketing strategy.

Additional Information

Saia has a website that is located at https://www.saia.com. 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.

Information about our Executive Officers

Information regarding executive officers of Saia is as follows:

Name Age Positions Held

Frederick J. 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. 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. 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. 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. 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 the Company, he served as the Chief Information Officer for the Consumer Packaging & Machinery Division at Smurfit WestRock from 2021 to October 2025 and Vice President - Information Technology at E. & J. Gallo Winery from 2015 to 2021.

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

Item 1A. Risk Factors

Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should carefully consider the risks and uncertainties described below, together with all the other information included in this Annual Report on Form 10-K, including our financial statements and the related notes. Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties. The risks below are organized by headings and each risk is discussed separately, but many are interrelated. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently see as immaterial may also adversely affect our business. Some statements in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to "Cautionary Note Regarding Forward-Looking Statements."

Industry and Economic Risks

We are subject to general economic conditions, any of which could adversely affect our business.

Our business is subject to a number of general economic conditions that may have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. These conditions include recessionary economic cycles and downturns in customer business cycles, labor and supply shortages, global uncertainty and instability, inflation, changes in U.S. social, political, and regulatory conditions, tariffs and international trade policies and relations, and disruptions in oil and financial markets. Economic conditions may adversely affect the business levels of our customers, their demand for transportation services, their ability to pay for our services, and could reduce the prices we are able to charge for our services.

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

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

• 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;

• 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.

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

Businesses operating in the transportation industry are subject to risks that are largely out of our control. These risks include the health of the economy, weather and other seasonal factors, excess capacity in the transportation industry, supply chain disruptions, labor shortages, strikes or disruptions involving U.S. or international ports, decline in U.S. manufacturing, the impact of new or higher tariffs, armed conflicts, acts of terrorism and the government's subsequent response, health epidemics, interest rates, inflation, fuel costs, taxes, license and registration fees, healthcare costs, insurance premiums and coverage availability. These risks, among others, may materially adversely affect our financial condition, results of operations, liquidity and cash flows.

We are dependent on cost and availability of qualified employees and purchased transportation.

There is significant competition for qualified drivers within the trucking industry and attracting and retaining qualified drivers has become more challenging due to a decreasing pool of qualified drivers and high turnover rates. Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory requirements, including the Compliance Safety Accountability program and the Commercial Driver's License Drug and Alcohol Clearinghouse of the Federal Motor Carrier Safety Administration (FMCSA), have contributed to the reduction in the number of eligible drivers and may continue to do so in the future.

Pursuant to an executive order in April 2025, the FMCSA updated its "out-of-service" criteria strengthening the enforcement of English language proficiency requirements for commercial drivers. Pursuant to the updated criteria, law enforcement must forbid a driver from operating a commercial vehicle if the driver fails a two-part interview and road sign test. In September 2025, the U.S. Department of Transportation (DOT) and the FMCSA issued a regulation strengthening the requirements for obtaining and renewing non-domiciled commercial driver licenses (CDLs). The regulation also directs state licensing agencies to revoke unlawfully issued non-domiciled CDLs. Increased enforcement of English language proficiency requirements for commercial drivers and regulatory efforts targeting unlawfully issued CDLs have further reduced the number of eligible commercial drivers and may continue to do so in the future and may lead to higher wages to attract qualified commercial drivers.

Moreover, as a result of general macroeconomic factors and the competitive labor market, we are experiencing difficulty hiring sufficient qualified employees to fill all available positions, including qualified drivers. The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers, mechanics and office personnel. We may experience shortages of qualified employees that could result in the failure to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of higher cost purchased transportation, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Our operating and growth strategy depends on our ability to maintain adequate capacity throughout our service network, and we rely on purchased transportation to meet these needs. There is significant competition for quality purchased transportation within the trucking industry. 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.

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. 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.

Diesel fuel is a significant operating expense, and its availability is vital to daily operations. We do not hedge against the risk of diesel fuel price increases. General economic conditions, global political events, armed conflicts, acts of terrorism, cybersecurity incidents, inflation, tariffs, federal, state and local laws and regulations, world supply and demand imbalances, changes in refining capacity, public and investor sentiment, natural or man-made disasters, adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel. In the past, we have secured diesel fuel from various sources and in the desired quantities, but there can be no assurance that this will continue to be the case in the future. Any shortage or interruption in the supply or distribution of diesel fuel could materially affect our financial condition, results of operations, liquidity and cash flows.

To the extent not offset by diesel fuel surcharges or other customer price changes, volatility in diesel fuel prices could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Historically, we have been able to offset significant diesel fuel price volatility through fuel surcharges and other pricing adjustments but we may not be able to do so in the future. Fluctuations in our diesel fuel surcharge recovery may result in fluctuations in our revenue. Rapid and significant fluctuations in diesel fuel prices could reduce our profitability unless we are able to make the appropriate adjustments to our pricing strategy. Such fluctuations could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Business and Operational Risks

Ongoing insurance and claims expenses could materially reduce and cause volatility in our earnings.

We are regularly subject to claims resulting from personal injury, cargo loss, property damage, group healthcare and workers' compensation claims. The Company is self-insured for portions of medical, workers' compensation, auto liability, casualty and cargo claims. We maintain insurance with licensed insurance companies above these self-insured retention limits. The trucking business has experienced significant increases in the cost of liability insurance, in the size of jury verdicts in personal injury cases arising from trucking accidents and in the cost of settling such claims. If the number or severity of these claims continues to increase, claims expenses might exceed historical levels or could exceed the amounts of our insurance coverage or the amount of our reserves for self-insured claims, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

The Company is dependent on a limited number of third-party insurance companies to provide insurance coverage in excess of our self-insured retention amounts. In recent years, several insurance companies have completely stopped offering coverage to trucking companies, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts. To the extent that the third-party insurance companies propose increases to their premiums for coverage of commercial trucking claims, the Company may decide to pay such increased premiums or increase its financial exposure on an aggregate or per occurrence basis, including by increasing the amount of its self-insured retention or reducing the amount of total coverage. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost for obtaining such coverage, or could subject us to significant liabilities for which no insurance coverage is in place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Our self-insured retention limits can make our insurance and claims expenses higher and/or more volatile. We accrue for the estimated costs of the uninsured portion of pending claims based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult. This, along with legal expenses associated with

claims, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.

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.

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. Their estimates of our future exposure as well as external market conditions could influence the amount and costs of letters of credit or surety bonds required under our insurance programs and thereby reduce capital available for future growth or adversely affect our financial condition, results of operations, liquidity and cash flows.

We face risks related to our geographic and network expansion.

We have implemented a strategy to significantly expand our geographic and terminal network. Consistent with our growth strategy, we have recently opened numerous new terminals in new and existing markets, and we intend to continue this terminal network growth in the future. There can be no assurance that we will be successful at adding new markets or terminals as planned, or that such markets or terminals will be profitable. Our expansion has required and will continue to require, significant investments in purchased or leased terminals, equipment (including the purchase of new tractors and trailers), technology, employees and other related start-up costs to facilitate our growth plans. Expansion could cause disruptions in our existing geography or customer service levels or require management to devote excessive time and effort to manage the expansion, which could materially adversely affect our business operations and profitability. Operating in new geographies may also increase the possibility of union organizing efforts. A delay between the outlay of expenditures to expand our geographic and network footprint and generation of new revenue or higher than anticipated costs or lower than expected revenues from the expansion could negatively impact our business. We may experience decreased profitability until we are able to fully realize the benefits of the investment, if ever. A failure or delay in realizing the benefits of this investment may adversely impact our financial condition, results of operations, liquidity and cash flows.

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

In January 2024, we acquired 17 freight terminals and leases to operate an additional 11 freight terminals pursuant to a sale by Yellow Corporation under Sections 363 and 365 of Chapter 11 of Title 11 of the U.S. Code. In connection with this acquisition, 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. Since January 2024, we have also acquired additional facilities by assuming certain Yellow Corporation leases. We acquired these real estate assets on an as-is basis and could incur costs and expenses related to these assets that are unexpected or that exceed costs and expenses otherwise known. Moreover, from time to time we acquire real estate previously utilized by other freight companies or located in industrial areas, which may have a history of environmental contamination prior to our occupation. Failure to detect prior environmental contamination or adequately protect ourselves from associated liabilities could adversely affect our financial condition, results of operations, liquidity and cash flows. There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such assets.

We rely heavily on technology to operate our business, including through the use of third-party applications, and cybersecurity threats or other disruptions to our technology infrastructure could harm our business or reputation.

Our ability to attract and retain customers and compete effectively depends upon the reliability of our technology systems and network. Our cybersecurity and technology infrastructure includes technology products and services provided to us for use in our business by third party providers such as software as a service and cloud-based products and services. These third parties may store or transmit our data and may have access to information regarding our business operations, customers, and employees. Our technology systems, including any third-party applications, are constantly subject to attacks and efforts by outsiders to breach or gain access to our systems. Any disruption, failure or breach to our cybersecurity processes, technology controls or information technology infrastructure, including those impacting our computer systems and website, could adversely impact our customer

service and revenues and result in increased risk of litigation or other costs. Our cybersecurity and technology infrastructure may experience errors, interruptions, failures, delays or damage from a number of causes outside of our control, including power and internet outages, hardware, software and network failures, computer viruses, malware or other destructive software, internal design, manual or usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and severe weather conditions. While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully protect us from technology disruptions that could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Our dependence on electronic data storage, cloud-based systems, automated systems and technology, including our website, gives rise to cybersecurity risks. The techniques used to obtain unauthorized access or to disable or degrade systems change frequently, have become increasingly more complex and sophisticated and may be difficult to detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely. Further, the evolution and increased adoption of technologies such as artificial intelligence and machine learning may make anticipating threats and implementing protective measures more difficult. We currently maintain insurance to address certain costs associated with cyber incidents and data privacy-related concerns. However, we cannot ensure that we will continue to maintain such insurance coverage in amounts we deem sufficient, that our insurance carriers will pay on our insurance claims, or that we will not experience uncovered claims. A security breach of our systems or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and service customers, damage our reputation and brand, expose us to a loss of information or to a demand for payment of ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations, actions, fines or penalties, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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

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

(i) unauthorized access to sensitive or confidential information due to company or personal devices being used to remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts such as phishing and other scams as cybercriminals may, among other things, install malicious software on systems and equipment and access sensitive or confidential information, (iii) increased demand for information technology resources, and (iv) violation of international, federal, or state-specific privacy laws. Although we have measures in place designed to mitigate our exposure to the increased risk of cybersecurity incidents, we cannot ensure that such measures will effectively prevent a cybersecurity incident. Further, as artificial intelligence technology continues to evolve, cybersecurity attacks leveraging artificial intelligence may become more sophisticated, potentially increasing in speed, scale and automation. Though we currently maintain property and cyber insurance, losses due to cybersecurity incidents may not be covered by insurance or may exceed our insurance coverage and may have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

A failure to keep pace with developments in technology could impair our operations or competitive position.

Our business relies on sophisticated systems and technology to remain competitive. Systems and technologies must be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as well as our customer demands and expectations. If we are unable to do so in a timely manner or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new system or technology and a failure to do so could result in higher than anticipated costs or could impair our results of operations.

Technology and new market entrants may also disrupt the way we and our competitors operate. We expect our customers to continue to demand more sophisticated systems and technology-driven solutions. If we do not pursue technological advances or engage in innovation, or if the new technology doesn't yield the results we expect, we may be placed at a competitive disadvantage, lose customers, incur higher costs or fail to meet our growth

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

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

We incorporate certain artificial intelligence solutions into our business operations, and these applications may become more important in our operations over time. Our competitors or other third parties may incorporate artificial intelligence into their operations more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. To remain competitive, we may need to increase our investment in artificial intelligence solutions, and we may not be able to adjust pricing to offset the higher costs. Additionally, if the content, analyses, or recommendations that artificial intelligence applications assist in producing are, or are alleged to be, deficient, inaccurate or biased or to violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash flows may be adversely affected.

The rapid evolution of artificial intelligence may result in increased cybersecurity incidents. Any such cybersecurity incidents could adversely affect our reputation and results of operations. Artificial intelligence also presents emerging ethical issues and if our use of artificial intelligence becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of artificial intelligence, including potential government regulation of artificial intelligence and increased cybersecurity risks, will require significant resources to develop, test, implement and maintain our information technology systems to minimize unintended harmful impacts. The failure to effectively utilize artificial intelligence or to respond to cybersecurity threats from the use of artificial intelligence could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Employees of Saia are non-union. The ability of Saia to compete could be impaired if operations were to become unionized.

None of our employees are currently subject to a collective bargaining agreement. We have in the past been the subject of unionization efforts which have been defeated. Our expansion into new geographic territory and our acquisition of additional terminals previously operated by Yellow Corporation and its subsidiaries could increase our overall risk of unionization. There can be no assurance that further unionization efforts will not occur in the future and that such efforts will be defeated. The unionization of our employees could lead to restrictive work rules that could hamper our efforts to improve and sustain operating efficiency and impair our service reputation. A strike or work stoppage could negatively impact our profitability and could damage customer and employee relationships. As such, customers may limit their use of unionized trucking companies because of the threat of strikes and other work stoppages. Unionization of any of our operations could lead to pressure on other employee sectors to unionize. Additionally, an election and bargaining process could divert management's time and attention from our overall objectives and impose significant expenses. The non-union status of Saia is an important factor in our ability to compete in our markets, and if all or a portion of our workforce becomes unionized it could increase our costs and subject us to workplace rules, which could have a material adverse impact on our financial condition, results of operations, liquidity and cash flows.

The price of new and used revenue equipment may adversely affect our business operations.

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

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

Higher costs for or limitations in the availability of suitable real estate have adversely affected and may continue to adversely affect our business operations.

Our business model is dependent on the cost and availability of terminal facilities. We have experienced higher costs to purchase, lease, build and/or refurbish terminal facilities as a result of inflation and higher demand for and reduced supply of such facilities. Shortages in the availability of suitable real estate or delays in obtaining necessary permits or approvals may result in significant additional costs to purchase, lease, build and/or refurbish necessary facilities, increase our capital expenditures and operating expenses, reduce our revenues, restrict our ability to grow existing markets or expand into new markets and/or prevent us from efficiently serving certain markets. 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.

We do not manufacture any of the equipment or technology hardware used in our business. Tractors and trailers are important sources of capacity for our network operations and network expansion. The production of tractors and trailers could be impacted by manufacturing and component delays and other supply chain disruptions. We could be unable to obtain, or incur delays in the delivery of, equipment necessary for operations, including tractors, trailers and other equipment, as a result of manufacturing delays and supply chain disruptions. These manufacturing delays, supply chain disruptions and shortages could negatively affect our operations, increase our costs and impede our ability to grow and meet customer demand.

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. 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. These changes in U.S. trade policy and tariffs have decreased demand for our services and have caused uncertainty and volatility in financial markets. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions, declining consumer confidence, inflation or an economic slowdown. These tariffs or other trade restrictions, including corresponding actions taken by other countries in response to U.S. governmental actions or continuing uncertainty around the timing or scale of tariffs, could continue to decrease demand for our services or could increase the cost to us of equipment, goods and materials used in our business, which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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

We may experience capacity constraints due to increased demand for transportation services and decaying highway and energy infrastructure. Poor infrastructure conditions and roadway congestion could slow service times, reduce our operating efficiency and increase maintenance expenses. Some states have taken infrastructure funding measures into their own hands and have explored or instituted road-usage programs, truck-only tolling, congestion pricing, and fuel tax increases. Infrastructure constraints and measures to fund infrastructure improvements could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

We face risks arising from our international business operations and relationships.

We are subject to the requirements of the Foreign Corrupt Practices Act of 1977 (FCPA) for our transportation and logistics services to and from various international locations. Failure to comply with the FCPA may result in legal claims against us or subject us to substantial fines. In addition, we face other risks associated with international operations and relationships, which may include restrictive trade policies, anti-corruption law enforcement, the renegotiation of international trade agreements, and imposition of duties, tariffs, taxes or government royalties imposed by domestic or foreign governments, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters caused by climate change.

Our operations are subject to seasonal trends and fluctuations common in the transportation industry, which can impact our business in one or more quarterly periods. Severe weather events and natural disasters, such as blizzards, floods, wildfires, hurricanes, tornadoes, storms and earthquakes, could adversely impact our performance by disrupting our operations, damaging or destroying our equipment and facilities, increasing operating and maintenance costs, increasing insurance premiums and reducing the demand for our services. Climate change may increase the severity or frequency of extreme weather conditions and disasters. The Company has previously experienced severe weather events, including hurricanes, floods, wildfires, storms and snowstorms. Similar events in the future could disrupt our facilities or operations. The impact of severe weather events and natural disasters, including those caused by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

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

If one or more of our customers experiences financial difficulties, including filing for bankruptcy, it may negatively affect our business due to the decreased demand for our services from these customers, or the potential inability of these companies to make full payment on amounts owed to us. Customer bankruptcies also entail the risk of potential recovery by the bankruptcy estate of amounts previously paid to us that are deemed a preference under bankruptcy laws. We do not carry insurance against the risk of customer default on their payment obligations to us or against bankruptcy preference claims. The risks associated with these matters will likely increase in the event of an economic downturn. The loss of revenue from these customers or payment of preference claims could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

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 2025 were approximately $544 million and we anticipate net capital expenditures in 2026 of approximately $350 million to $400 million, subject to the ongoing evaluation of market conditions. We depend on cash flows from operations, borrowings under our credit facilities and operating and finance leases. If we are unable to generate sufficient cash from operations and obtain sufficient financing on favorable terms in the future, we may have to limit our growth, enter into more restrictive or higher cost financing arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing maintenance costs, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Our credit agreements contain financial and other restrictive covenants and we may be unable to comply with these covenants.A default could cause a material adverse effect on our business.

We must satisfy certain financial and other restrictive covenants under our credit agreements, including among others, a maximum consolidated net lease adjusted leverage ratio, as defined in our credit agreements. If we fail to comply with any of the covenants under our credit agreements, we will be in default under the agreements which could cause cross-defaults under other financial arrangements. In the event of any such default, if we fail to obtain replacement financing or amendments to or waivers under the financing arrangement, our financing sources could

cease making further advances, cease issuing letters of credit required under our insurance programs and declare our debt to be immediately due and payable. If acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or obtain required letters of credit, or we may need to issue securities which would dilute stock ownership. Even if new financing is made available to us, the terms may not be acceptable. A default under our credit agreements could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

We are required to make significant estimates and assumptions in the preparation of our financial statements. These estimates and assumptions may not be accurate and are subject to change. Our internal controls over financial reporting may not prevent or detect all misstatements in our financial statements.

The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles requires our management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reported periods. Our internal controls over financial reporting provide reasonable, not absolute, assurance of accurate financial statements and may not prevent or detect misstatements due to inherent limitations such as human error, information technology system failures, or fraud. Inadequate internal controls or incorrect underlying estimates and assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse effect on our financial condition and results of operations.

If we are unable to retain our key employees, our business could be materially adversely impacted.

We depend on the efforts and abilities of our management, and we believe their knowledge would be difficult to replicate. Our success is dependent on our ability to retain our current management team and to recruit, hire, develop and retain highly qualified personnel in the future. Competition for key management is intense, and qualified individuals are in high demand, such that we may incur significant costs to attract and retain them. Other than our Chief Executive Officer, members of our management team do not have employment agreements. Certain of our key employees are subject to non-compete and non-solicitation agreements; however, there is no assurance that such agreements will be enforced as written or that they will be effective to prevent those employees from working for a competitor or soliciting our customers. The loss of the services of any of our key employees could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Inadequate succession planning or the unexpected departure of a key employee would require our remaining management team to divert immediate and substantial attention to fulfilling the duties of the departing employee and to seeking a replacement. The inability to adequately fill vacancies on a timely basis could negatively affect our ability to implement our business strategy and thus materially adversely affect our financial condition, results of operations, liquidity and cash flows.

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

The compensation we offer our employees is subject to market conditions that may require increases in employee compensation and benefits, which becomes more likely as a result of higher inflation and as economic conditions improve. We may experience unusual employee turnover by our drivers, dockworkers, maintenance employees and other personnel that would result in operational deterioration. If we are unable to attract and retain enough qualified employees, we could be required to increase our compensation and benefits packages, amend our hiring standards or reduce our operations and face difficulty meeting customer demands, any of which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.

An increase in the cost of healthcare benefits could have a negative impact on our business.

We maintain and sponsor competitive health insurance and other benefits for our employees and their dependents to attract and retain our employees. We have incurred higher costs for these benefits, and it is possible that healthcare benefits and administration costs could become cost prohibitive, forcing us to either reduce our

benefits program (making it more difficult to attract and retain qualified employees) or pay the higher costs. 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 our corporate reputation and the positive image of our brand are valuable assets. As social media usage increases, our susceptibility to risks related to adverse publicity, whether or not justified, increases. Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy events, truck accidents, cargo theft, environmental issues and similar matters, even when based on erroneous information, could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new customer relationships. The immediacy of certain social media outlets precludes us from having real-time control over postings related to the Company, whether matters of fact or opinion. Information distributed via social media could result in immediate unfavorable publicity that we do not have the ability to reverse. Unfavorable publicity, regardless of its cause or source, could result in damage to our reputation and adversely impact our financial condition, results of operations, liquidity and cash flows.

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

We may acquire additional businesses and operations in the future. However, there is no assurance that we will be successful in identifying, negotiating, consummating or integrating any future acquisitions. Additionally, we may not realize the anticipated benefits of any future acquisitions. 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.

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

Litigation and Regulatory Risks

We face litigation risks that could have a material adverse effect on the operation of our business.

We face litigation risks regarding a variety of issues, including accidents involving our trucks and employees, workers' compensation claims, federal and state labor and employment law claims, securities claims, privacy claims, contract claims, environmental liability and other matters. These proceedings may be time-consuming,