Form 8-K

8-K — SAIA INC

Accession: 0001193125-26-437022

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001177702

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — saia-20261029.htm (Primary)

EX-99.1 (saia-ex99_1.htm)

EX-99.2 (saia-ex99_2.htm)

GRAPHIC (img187963839_0.jpg)

GRAPHIC (img188887360_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: saia-20261029.htm · Sequence: 1

8-K

0001177702false00011777022026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2026

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

0-49983

48-1229851

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

11465 Johns Creek Parkway

Suite 400

Johns Creek, Georgia

30097

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 232-5067

No Changes.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.001 per share

SAIA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02

Results of Operations and Financial Condition

On October 29, 2026, Saia, Inc. (the "Company") issued a press release announcing its third quarter 2026 results and authorization of a stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in any such filing.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Appointment of Todd C. Fowler to the Board of Directors

On October 29, 2026, the Company announced that its board of directors (the “Board”) expanded its size from ten to eleven directors and appointed Mr. Todd C. Fowler to fill the new director position, effective immediately. Mr. Fowler will serve as a director until the 2027 annual meeting of stockholders, except in the event of his earlier death, resignation or removal. Mr. Fowler has been appointed by the Board to serve as a member of the Audit Committee.

In connection with his appointment, the Board determined that Mr. Fowler is independent within the meaning of the Nasdaq Global Select Market listing standards and Securities and Exchange Commission (“SEC”) regulations. Mr. Fowler will be entitled to receive the same annual compensation as other non-employee directors of the Company as described in the Company’s most recent proxy statement, filed with the SEC on March 16, 2026, on a pro-rated basis. In addition, the Company enters into customary indemnification agreements with its directors, the form of which was filed with the SEC as Exhibit 10.2 with the Company’s Form 8-K filed on December 13, 2006.

There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Fowler has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Fowler and any other persons pursuant to which he was appointed to the Board.

Item 7.01

Regulation FD Disclosures

A copy of the press release announcing the appointment of Mr. Fowler to the Board is furnished hereto as Exhibit 99.2 to this Report on Form 8-K.

Item 8.01

Other Events

On October 29, 2026, the Company also announced that the Board approved a stock repurchase program authorizing the Company to repurchase up to $250 million of outstanding common stock. The program is effective immediately and permits shares of common stock to be repurchased from time to time at management’s discretion through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or other transactions permitted by applicable securities laws and regulations. The timing and amount of repurchases will depend on market conditions and other factors, including business conditions, alternative investment opportunities, funding considerations, and other matters considered relevant by management and the Board. The stock repurchase program has no expiration date, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified or terminated by the Company at any time, without prior notice.

Item 9.01

Financial Statements and Exhibits

99.1

Press release of Saia, Inc. dated October 29, 2026 announcing results of operations and authorization of a stock repurchase program.

99.2

Press release of Saia, Inc. dated October 29, 2026 announcing appointment of Todd C. Fowler to the board of directors.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAIA, INC.

Date: October 29, 2026

/s/ Kelly W. Benton

Kelly W. Benton

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

EX-99.1

Filename: saia-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Saia Reports Third Quarter 2026 Results

Announces $250 Million Stock Repurchase Authorization

JOHNS CREEK, GA – October 29, 2026 – Saia, Inc. (Nasdaq: SAIA) today reported third quarter 2026 financial results. Diluted earnings per share for the quarter were $3.41 compared to $3.22 in the third quarter of 2025. Excluding a 2025 net gain on real estate recorded in the third quarter of 2025, adjusted diluted earnings per share1 were $2.81 in the third quarter of 2025. Saia also announced that its Board

of Directors has authorized the repurchase of up to $250 million of Saia’s common stock.

Third Quarter 2026 Compared to Third Quarter 2025 Results

•

Revenue was a company record of $982.5 million, an increase of 17.0%

•

LTL tonnage per workday was a record, and an increase of 8.9%

•

LTL revenue per shipment, excluding fuel surcharge revenue, increased 5.8%

•

LTL shipments per workday increased 0.8%

•

Operating income was $122.3 million, an increase of 3.1% compared to $118.6 million in the third quarter of 2025 and an increase of 17.5% compared to adjusted operating income1 of $104.1 million in the prior-year period

•

Operating ratio of 87.6% compared to 85.9% in the third quarter of 2025, or 87.6% on an adjusted basis1 in the prior-year period

Saia President and CEO, Fritz Holzgrefe, said, “Our team delivered solid third quarter performance, which included record revenue and tonnage per workday. Revenue per shipment, excluding fuel surcharge, increased 5.8% compared with the third quarter of last year, reflecting continued progress in pricing and mix optimization. We continue to execute our long-term strategy to build a leading national LTL carrier. Investments in our network, people, equipment and technology are strengthening our customer value proposition and further positioning Saia to deliver sustained, profitable growth and long-term value for stockholders.”

Executive Vice President and CFO, Matt Batteh, said, “Our consistent execution and continued investment in the business are translating into measurable results, including market share gains, improved service and strong free cash flow generation. Year to date, we have generated more than $240 million in free cash flow1, providing the financial flexibility to support profitable growth while positioning us to return capital

Saia, Inc. Third Quarter 2026 Results

Page 2

to stockholders. The strength of our business further supports our disciplined capital allocation strategy, including our Board authorization to repurchase up to $250 million of Saia common stock.”

Financial Position and Capital Expenditures

Saia ended the third quarter of 2026 with $202.5 million of cash on hand and $100.0 million of total debt, compared to $35.5 million of cash on hand and $219.2 million of total debt at September 30, 2025.

Net capital expenditures were $235.9 million during the first nine months of 2026, compared to $446.1 million in net capital expenditures during the first nine months of 2025. For full-year 2026, the Company expects that net capital expenditures will be approximately $350 million, subject to ongoing evaluation of market conditions.

Stock Repurchase Authorization

Saia today announced that its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $250 million of its outstanding common stock. The program is effective immediately and permits shares of common stock to be repurchased from time to time at management’s discretion through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or other transactions permitted by applicable securities laws and regulations. The timing and amount of repurchases will depend on market conditions and other factors, including business conditions, alternative investment opportunities, funding considerations, and other matters considered relevant by management and the Board. The stock repurchase program has no expiration date, does not obligate the Company to acquire a specified number of shares and may be suspended, modified or terminated by the Company at any time, without prior notice.

Conference Call and Investor Presentation

Management will hold a conference call to discuss this release today at 10:00 a.m. Eastern Time. In connection, a supplemental investor presentation will be available on the company’s website at www.saia.com/about-us/investor-relations.

To participate in the call, please dial 1-833-890-5317 and request to join the Saia, Inc. call. Callers should dial in five to ten minutes in advance of the conference call. This call will be webcast live via the Company website at www.saia.com/about-us/investor-relations/financial-releases. A replay of the call will be offered two hours after the completion of the call through November 29, 2026 at 11:59 P.M. Eastern Time. The replay will be available by dialing 1-855-669-9658 referencing conference ID #3959947.

Saia, Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, brokered truckload, expedited transportation and other logistics services. With headquarters in Georgia, Saia LTL Freight operates 219 terminals with national service. For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

Saia, Inc. Third Quarter 2026 Results

Page 3

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This news release may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this news release and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, (1) general economic conditions including downturns or inflationary periods in the business cycle; (2) operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors; (3) industry-wide external factors largely out of our control; (4) cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel; (5) inflationary increases in expenses and corresponding reductions of profitability; (6) cost and availability of diesel fuel and fuel surcharges; (7) cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims; (8) failure to successfully execute the strategy to expand our service geography; (9) unexpected liabilities resulting from the acquisition of real estate assets; (10) costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks; (11) risks arising from remote work, including increased risk of related cybersecurity incidents; (12) failure to keep pace with technological developments; (13) liabilities and costs arising from the use of artificial intelligence; (14) labor relations, including the adverse impact should a portion of our workforce become unionized; (15) cost, availability and resale value of real property and revenue equipment; (16) supply chain disruption and delays on new equipment delivery; (17) changes in U.S. trade policy and the impact of tariffs; (18) capacity and highway infrastructure constraints; (19) risks arising from international business operations and relationships; (20) seasonal factors, harsh weather and disasters caused by climate change; (21) the creditworthiness of our customers and their ability to pay for services; (22) our need for capital and uncertainty of the credit markets; (23) the possibility of defaults under our debt agreements, including violation of financial covenants; (24) inaccuracies and changes to estimates and assumptions used in preparing our financial statements; (25) dependence on key employees; (26) employee turnover from changes to compensation and benefits or market factors; (27) increased costs of healthcare benefits; (28) damage to our reputation from adverse publicity, including from the use of or impact from social media; (29) failure to achieve acquisition synergies or disruption to our business due to such acquisitions; (30) the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future; (31) the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation; (32) unforeseen costs from new and existing data privacy laws; (33) the effect of governmental regulations, including hours of service and licensing compliance for drivers,

Saia, Inc. Third Quarter 2026 Results

Page 4

engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations; (34) changes in accounting and financial standards or practices; (35) widespread outbreak of an illness or any other communicable disease; (36) international conflicts and geopolitical instability; (37) evolving stakeholder expectations regarding environmental and social issues; (38) government shutdown or failure to fund services; (39) provisions in our governing documents and Delaware law that may have anti-takeover effects; (40) issuances of equity that would dilute stock ownership; (41) weakness, disruption or loss of confidence in financial or credit markets; and (42) other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this news release. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Saia, Inc. Third Quarter 2026 Results

Page 5

1 Non-GAAP Financial Disclosure and Reconciliation:

From time to time we supplement the reporting of our financial information determined under generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. These include “adjusted” total operating expenses, “adjusted” operating income, “adjusted” diluted earnings per share, free cash flow and “adjusted” operating ratio. The Company’s management believes that certain non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

A gain from the sale of a terminal of $16.4 million and a loss on real estate impairment of $1.9 million was recorded during the third quarter of 2025. This resulted in a decrease in operating expenses and an increase in operating income of $14.5 million and an increase in diluted earnings per share of $0.41. The transactions increased diluted earnings per share by $0.54 on a pre-tax basis, partially offset by related income tax expense of $0.13. Additionally, this produced an improvement of 170 basis points in the operating ratio for the third quarter of 2025. The terminal sale occurred as the result of management’s efforts towards expanding door count by replacing a smaller facility with a larger facility better positioned to successfully support the Company’s overall strategy. The impairment loss came as a result of management's continued assessment of the recoverability of property and equipment.

Saia, Inc. Third Quarter 2026 Results

Page 6

Saia, Inc. and Subsidiaries

Reconciliation of Certain GAAP and Non-GAAP Statement of Operations and Statement of Cash Flows Items, Ratios and Operating Data

For the Quarters and Nine Months Ended September 30, 2026 and 2025

(Amounts in thousands, except per share data and operating ratio)

(Unaudited)

Third Quarter

Nine Months

2026

2025

2026

2025

Total operating expenses (GAAP)

860,163

721,034

2,430,865

2,156,157

Add: Net total operating expense impact of Gain on Real Estate Disposal and Impairment of Real Estate

14,503

Adjusted total operating expenses (Non-GAAP)

860,163

735,537

2,430,865

2,170,660

Operating Income (GAAP)

122,291

118,610

314,309

288,177

Less: Net Operating Income impact of Gain on Real Estate Disposal and Impairment of Real Estate

(14,503

)

(14,503

)

Adjusted operating income (Non-GAAP)

122,291

104,107

314,309

273,674

Diluted earnings per share (GAAP)

3.41

3.22

8.79

7.75

Less: Net Diluted earnings per share impact of Gain on Real Estate Disposal and Impairment of Real Estate (1)

(0.41

)

(0.41

)

Adjusted diluted earnings per share (Non-GAAP)

3.41

2.81

8.79

7.34

Net cash provided by operating activities (GAAP)

480,755

457,665

Less: Acquisition of property and equipment

(239,443

)

(467,814

)

Add: Proceeds from disposal of property and equipment

3,558

21,736

Free cash flow (Non-GAAP)

244,870

11,587

Operating Ratio (2)

87.6

85.9

88.6

88.2

Add: Net Operating Ratio impact of Gain on Real Estate Disposal and Impairment of Real Estate

1.7

0.6

Adjusted operating ratio

87.6

88.6

88.8

(1)

The transactions increased diluted earnings per share by $0.54 on a pre-tax basis, partially offset by related income tax expense of $0.13.

(2)

Operating Ratio is total operating expenses divided by operating revenue, using the underlying unrounded amounts.

# # #

CONTACT: Saia, Inc.

Matthew Batteh

Executive Vice President and Chief Financial Officer

Investors@saia.com

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Amounts in thousands)

(Unaudited)

September 30, 2026

December 31, 2025

Assets

Current Assets:

Cash and cash equivalents

$202,521

$19,720

Accounts receivable, net

437,747

332,206

Prepaid expenses and other

68,452

82,630

Total current assets

708,720

434,556

Property and Equipment:

Cost

4,412,038

4,259,438

Less: accumulated depreciation

1,512,468

1,415,087

Net property and equipment

2,899,570

2,844,351

Operating Lease Right-of-Use Assets

171,150

150,301

Other Assets

71,203

53,473

Total assets

$3,850,643

$3,482,681

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable

$163,132

$107,424

Wages, vacation and employees' benefits

93,440

50,723

Other current liabilities

99,422

78,362

Current portion of long-term debt

–

980

Current portion of operating lease liability

30,706

27,895

Total current liabilities

386,700

265,384

Other Liabilities:

Long-term debt, less current portion

100,000

163,000

Operating lease liability, less current portion

132,659

113,119

Deferred income taxes

307,103

284,370

Claims, insurance and other

102,270

79,109

Total other liabilities

642,032

639,598

Stockholders' Equity:

Common stock

Additional paid-in capital

316,870

307,605

Deferred compensation trust

(9,715)

(9,088)

Retained earnings

2,514,729

2,279,155

Total stockholders' equity

2,821,911

2,577,699

Total liabilities and stockholders' equity

$3,850,643

$3,482,681

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Quarters and Nine Months Ended September 30, 2026 and 2025

(Amounts in thousands, except per share data)

(Unaudited)

Third Quarter

Nine Months

2026

2025

2026

2025

Operating Revenue

$982,454

$839,644

$2,745,174

$2,444,334

Operating Expenses:

Salaries, wages and employees' benefits

447,708

401,058

1,275,389

1,181,289

Purchased transportation

90,410

59,329

239,718

176,877

Fuel, operating expenses and supplies

212,703

165,727

584,935

494,032

Operating taxes and licenses

22,417

20,867

67,087

63,318

Claims and insurance

21,256

23,614

68,567

67,985

Depreciation and amortization

64,134

64,037

190,505

185,626

Other operating losses (gains), net

1,535

(13,598)

4,664

(12,970)

Total operating expenses

860,163

721,034

2,430,865

2,156,157

Operating Income

122,291

118,610

314,309

288,177

Nonoperating (Income) Expenses:

Interest expense

2,034

4,483

6,656

13,510

Interest income

(1,159)

(44)

(1,539)

(117)

Other, net

(654)

(2,698)

(1,170)

Nonoperating expenses, net

911

3,785

2,419

12,223

Income Before Income Taxes

121,380

114,825

311,890

275,954

Income Tax Provision

29,935

28,509

76,316

68,437

Net Income

$91,445

$86,316

$235,574

$207,517

Weighted average common shares outstanding - basic

26,785

26,745

26,776

26,735

Weighted average common shares outstanding - diluted

26,815

26,790

26,807

26,784

Basic earnings per share

$3.41

$3.23

$8.80

$7.76

Diluted earnings per share

$3.41

$3.22

$8.79

$7.75

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2026 and 2025

(Amounts in thousands)

(Unaudited)

Nine Months

2026

2025

Operating Activities:

Net cash provided by operating activities

$480,755

$457,665

Net cash provided by operating activities

480,755

457,665

Investing Activities:

Acquisition of property and equipment

(239,443)

(467,814)

Proceeds from disposal of property and equipment

3,558

21,736

Other

7,939

(8,394)

Net cash used in investing activities

(227,946)

(454,472)

Financing Activities:

Borrowing (repayment) of revolving credit facility, net

(63,000)

24,000

Proceeds from stock option exercises

427

2,463

Shares withheld for taxes

(6,455)

(8,534)

Other financing activity

(980)

(5,095)

Net cash (used in) provided by financing activities

(70,008)

12,834

Net Increase (Decrease) in Cash and Cash Equivalents

182,801

16,027

Cash and Cash Equivalents, beginning of period

19,720

19,473

Cash and Cash Equivalents, end of period

$202,521

$35,500

Saia, Inc. and Subsidiaries

Financial Information

For the Quarters Ended September 30, 2026 and 2025

(Unaudited)

Third Quarter

Amount/Workday

2026

2025

Change

2026

2025

Change

Workdays

Operating ratio

87.6%

85.9%

LTL tonnage (1)

1,722

1,581

8.9

26.91

24.70

8.9

LTL shipments (1)

2,351

2,333

0.8

36.73

36.45

0.8

LTL revenue/cwt.

$27.66

$25.76

7.4

LTL revenue/cwt., excluding fuel surcharge

$21.25

$21.72

(2.2)

LTL revenue/shipment

$405.27

$349.07

16.1

LTL revenue/shipment, excluding fuel surcharge

$311.34

$294.35

5.8

LTL pounds/shipment

1,465

1,355

8.1

LTL average length of haul (2)

885

894

(1.0)

(1)

In thousands.

(2)

In miles.

Note:

LTL operating statistics exclude transportation and logistics services where pricing is generally not determined by weight. The LTL operating statistics also exclude the adjustment required for financial statement purposes in accordance with the Company's revenue recognition policy.

EX-99.2

Filename: saia-ex99_2.htm · Sequence: 3

EX-99.2

Exhibit 99.2

Saia Appoints Todd Fowler to Board of Directors

Enhances transportation, supply-chain and technology expertise on Board

JOHNS CREEK, GA – October 29, 2026 - Saia, Inc., (Nasdaq: SAIA), a leading provider of less-than-truckload (LTL) transportation services, today announced that its Board of Directors has appointed Todd C. Fowler to its Board of Directors (the “Board”), effective immediately. Mr. Fowler will serve on the Board’s Audit Committee.

Mr. Fowler brings deep transportation and logistics industry knowledge, extensive capital markets expertise and a strong understanding of autonomous trucking and supply-chain technology to the Board. His experience analyzing transportation companies and evaluating their strategies, financial performance and competitive positioning provides the Board with a valuable perspective on industry dynamics, capital allocation and profitable growth opportunities.

“Todd is a highly experienced professional who brings deep industry knowledge and a complementary skillset that aligns with Saia’s operations and strategic direction,” said Saia Chairman, Rick O’Dell. “His expertise across capital markets, supply-chain and domestic trucking will be a valuable addition to the Board as we advance our national strategy to drive profitable growth and long-term stockholder value.”

Mr. Fowler serves as Director of Strategic Partners at Autotech Ventures, an early stage, mobility and logistics focused venture firm, where he manages relationships with the firm’s multinational corporate limited partners, advising boards, executives and strategy teams on technology-related strategic initiatives. Before joining Autotech Ventures, he served as Managing Director at KeyBanc Capital Markets, where he established and led the firm’s transportation and logistics equity research practice, covering the logistics and autonomous trucking industries. Earlier in his career, Mr. Fowler worked in equity research at FTN Midwest Securities, covering the aerospace, defense and transportation sectors. He started his career in the audit practices of Arthur Andersen and Ernst & Young, focused on automotive and manufacturing companies, building experience in capital markets and the transportation sector.

# # #

About Saia, Inc.

Saia, Inc. (NASDAQ: SAIA) is a full-service freight and logistics provider with a national footprint built to deliver reliable, flexible shipping solutions. With industry-leading operations and a strong emphasis on the customer experience, the company helps keep freight - and businesses - moving. Saia offers customers a wide range of less-than-truckload, brokered truckload, expedited transportation, and other logistics services. Headquartered in Johns Creek, Georgia, the company operates 219 terminals providing national service. Saia has repeatedly been recognized for its people-centric, safety-driven, and sustainability-minded focus. For more information on Saia, Inc., visit Saia.com. For more information, contact:

CONTACT: Saia, Inc.

Bill Kain

Investors@saia.com

770.232.5067

GRAPHIC

Filename: img187963839_0.jpg · Sequence: 4

Binary file (654397 bytes)

Download img187963839_0.jpg

GRAPHIC

Filename: img188887360_0.jpg · Sequence: 5

Binary file (654397 bytes)

Download img188887360_0.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Document And Entity Information

Oct. 29, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 29, 2026

Entity Registrant Name

SAIA, INC.

Entity Central Index Key

0001177702

Entity Emerging Growth Company

false

Entity File Number

0-49983

Entity Incorporation, State or Country Code

Entity Tax Identification Number

48-1229851

Entity Address, Address Line One

11465 Johns Creek Parkway

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Johns Creek

Entity Address, State or Province

Entity Address, Postal Zip Code

30097

City Area Code

770

Local Phone Number

232-5067

Entity Information, Former Legal or Registered Name

No Changes.

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $.001 per share

Trading Symbol

SAIA

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration