Form 8-K

8-K — SAIA INC

Accession: 0001193125-26-194062

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001177702

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — saia-20260430.htm (Primary)

EX-99.1 (saia-ex99_1.htm)

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8-K

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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): April 30, 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 April 30, 2026 Saia, Inc. issued a press release announcing its first quarter 2026 results. 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 9.01

Financial Statements and Exhibits

99.1

Press release of Saia, Inc. dated April 30, 2026 announcing results of operations.

104

Cover Page Interactive Date 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: April 30, 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 First Quarter Results

JOHNS CREEK, GA – April 30, 2026 – Saia, Inc. (Nasdaq: SAIA) today reported first quarter 2026 financial results. For both the first quarter of 2026 and 2025 diluted earnings per share were $1.86.

Highlights from the first quarter operating results were as follows:

First Quarter 2026 Compared to First Quarter 2025 Results

•

Revenue was $806.2 million, a 2.4% increase

•

Operating income was $66.8 million, a 4.8% decrease

•

Operating ratio of 91.7% compared to 91.1%

•

LTL shipments per workday increased 1.0%

•

LTL tonnage per workday decreased 2.1%

•

LTL revenue per hundredweight, excluding fuel surcharge revenue, increased 1.9%

•

LTL revenue per shipment, excluding fuel surcharge revenue, decreased 1.2%

Saia President and CEO, Fritz Holzgrefe, commented on the quarter stating, “Our results reflected record first quarter revenue levels as customers increasingly continued to rely on our national network as volumes grew in March following a challenging January and February. As our national network continues to mature, I was pleased to see year-over-year improvements in our core efficiency metrics. We will continue to execute our long-term strategy of getting closer to the customer, providing a high level of service and driving price to compensate for the quality of service provided.”

Executive Vice President and CFO, Matt Batteh, noted that, “I was pleased with our team's ability to execute throughout the first quarter, especially in what was a highly dynamic operating environment. Our team's commitment to the customer remained paramount, evidenced by a first quarter claims ratio of 0.5%. Reinforced by our commitment to our customers, shipments grew in both legacy and ramping facilities compared to the prior year, and we remain excited about the further opportunities that a national network will provide.”

Financial Position and Capital Expenditures

Saia ended the first quarter of 2026 with $39.2 million of cash on hand and total debt of $112.8 million, which compares to $16.5 million of cash on hand and total debt of $295.5 million at March 31, 2025.

Saia, Inc. First Quarter 2026 Results

Page 2

Net capital expenditures were $63.7 million during the first quarter of 2026, compared to $202.1 million in net capital expenditures in the first quarter of 2025. In 2026, we anticipate that net capital expenditures will be approximately $350 million to $400 million, subject to ongoing evaluation of market conditions.

Conference Call

Management will hold a conference call to discuss quarterly results today at 10:00 a.m. Eastern Time. 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 May 30, 2026 at 11:59 P.M. Eastern Time. The replay will be available by dialing 1-855-669-9658 referencing conference ID #7759155.

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 214 terminals with national service. For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

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

Saia, Inc. First Quarter 2026 Results

Page 3

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, 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.

# # #

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)

March 31, 2026

December 31, 2025

Assets

Current Assets:

Cash and cash equivalents

$39,177

$19,720

Accounts receivable, net

376,967

332,206

Prepaid expenses and other

83,248

82,630

Total current assets

499,392

434,556

Property and Equipment:

Cost

4,303,820

4,259,438

Less: accumulated depreciation

1,450,959

1,415,087

Net property and equipment

2,852,861

2,844,351

Operating Lease Right-of-Use Assets

157,924

150,301

Other Assets

53,460

53,473

Total assets

$3,563,637

$3,482,681

Liabilities and Stockholders' Equity

Current Liabilities:

Accounts payable

$147,132

$107,424

Wages, vacation and employees' benefits

70,402

50,723

Other current liabilities

80,949

78,362

Current portion of long-term debt

759

980

Current portion of operating lease liability

29,253

27,895

Total current liabilities

328,495

265,384

Other Liabilities:

Long-term debt, less current portion

112,000

163,000

Operating lease liability, less current portion

119,847

113,119

Deferred income taxes

293,701

284,370

Claims, insurance and other

83,357

79,109

Total other liabilities

608,905

639,598

Stockholders' Equity:

Common stock

Additional paid-in capital

306,287

307,605

Deferred compensation trust

(9,101)

(9,088)

Retained earnings

2,329,024

2,279,155

Total stockholders' equity

2,626,237

2,577,699

Total liabilities and stockholders' equity

$3,563,637

$3,482,681

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the Quarters Ended March 31, 2026 and 2025

(Amounts in thousands, except per share data)

(Unaudited)

First Quarter

2026

2025

Operating Revenue

$806,226

$787,575

Operating Expenses:

Salaries, wages and employees' benefits

393,296

389,256

Purchased transportation

64,328

59,849

Fuel, operating expenses and supplies

173,489

166,671

Operating taxes and licenses

22,232

20,437

Claims and insurance

22,902

21,545

Depreciation and amortization

62,190

59,043

Other operating losses, net

983

606

Total operating expenses

739,420

717,407

Operating Income

66,806

70,168

Nonoperating (Income) Expenses:

Interest expense

2,574

4,285

Interest income

(63)

(39)

Other, net

(740)

357

Nonoperating expenses, net

1,771

4,603

Income Before Income Taxes

65,035

65,565

Income Tax Provision

15,166

15,755

Net Income

$49,869

$49,810

Weighted average common shares outstanding - basic

26,764

26,720

Weighted average common shares outstanding - diluted

26,807

26,788

Basic earnings per share

$1.86

Diluted earnings per share

$1.86

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

(Amounts in thousands)

(Unaudited)

First Quarter

2026

2025

Operating Activities:

Net cash provided by operating activities

$139,634

$109,073

Net cash provided by operating activities

139,634

109,073

Investing Activities:

Acquisition of property and equipment

(66,116)

(202,889)

Proceeds from disposal of property and equipment

2,392

826

Net cash used in investing activities

(63,724)

(202,063)

Financing Activities:

Borrowing (repayment) of revolving credit facility, net

(51,000)

97,000

Proceeds from stock option exercises

229

2,463

Shares withheld for taxes

(5,461)

(7,644)

Other financing activity

(221)

(1,767)

Net cash (used in) provided by financing activities

(56,453)

90,052

Net Increase (Decrease) in Cash and Cash Equivalents

19,457

(2,938)

Cash and Cash Equivalents, beginning of period

19,720

19,473

Cash and Cash Equivalents, end of period

$39,177

$16,535

Saia, Inc. and Subsidiaries

Financial Information

For the Quarters Ended March 31, 2026 and 2025

(Unaudited)

First Quarter

Amount/Workday

2026

2025

Change

2026

2025

Change

Workdays

Operating ratio

91.7%

91.1%

LTL tonnage (1)

1,513

1,545

(2.1)

24.02

24.52

(2.1)

LTL shipments (1)

2,192

2,170

1.0

34.79

34.44

1.0

LTL revenue/cwt.

$25.93

$24.97

3.8

LTL revenue/cwt., excluding fuel surcharge

$21.52

$21.12

1.9

LTL revenue/shipment

$357.93

$355.48

0.7

LTL revenue/shipment, excluding fuel surcharge

$297.11

$300.76

(1.2)

LTL pounds/shipment

1,380

1,424

(3.1)

LTL average length of haul (2)

890

905

(1.7)

(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.

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-Number 230

-Section 425

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