Saia (NASDAQ: SAIA) Q1 revenue up 2.4% as earnings hold flat

Rhea-AI Filing Summary

Saia, Inc. reported modest top-line growth but essentially flat profitability for the quarter ended March 31, 2026. Operating revenue rose 2.4% to $806.2 million, driven mainly by higher diesel prices that lifted fuel surcharge revenue. LTL shipments grew 1.0% while tonnage fell 2.1%, reflecting lighter, shorter-haul freight.

Operating income declined to $66.8 million from $70.2 million as higher self-insurance, purchased transportation, fuel and depreciation pushed the operating ratio to 91.7%, up from 91.1%. Net income was $49.9 million, or $1.86 per diluted share, unchanged from the prior year period.

Cash generation was strong: net cash provided by operating activities increased to $139.6 million versus $109.1 million, while net capital expenditures fell sharply to $63.7 million from $202.1 million. Total debt decreased to $112.8 million, and Saia ended the quarter with $39.2 million in cash and $551.6 million of availability under its $600 million revolving credit facility.

Key Figures

Operating Revenue: $806.2 million Operating Income: $66.8 million Net Income: $49.9 million +5 more

8 metrics

Operating Revenue $806.2 million First quarter 2026, up 2.4% year over year

Operating Income $66.8 million First quarter 2026 vs. $70.2 million in 2025

Net Income $49.9 million First quarter 2026 vs. $49.8 million in 2025

Diluted EPS $1.86 First quarter 2026, unchanged from 2025

Operating Cash Flow $139.6 million Net cash provided by operating activities, Q1 2026

Net Capital Expenditures $63.7 million First three months of 2026, down from $202.1 million

Total Debt $112.8 million Carrying value at March 31, 2026

Revolver Availability $551.6 million Availability under $600 million Revolving Credit Facility at March 31, 2026

Key Terms

less-than-truckload (LTL), operating ratio, fuel surcharge, Revolving Credit Facility, +1 more

5 terms

less-than-truckload (LTL) financial

"The Company provides national less-than-truckload (LTL) services through a single integrated organization."

Less-than-truckload (LTL) is a shipping method that combines multiple smaller shipments from different customers into a single truck, like sharing a car instead of each person driving separately. It matters to investors because LTL affects companies’ delivery costs, inventory speed and reliability, and how efficiently supply chains operate—factors that influence profit margins, pricing power and the ability to meet customer demand.

operating ratio financial

"The operating ratio (operating expenses divided by operating revenue) was 91.7 percent in the first quarter of 2026 compared to 91.1 percent in the first quarter of 2025."

A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.

fuel surcharge financial

"This program is designed to mitigate the Company’s exposure to volatility in diesel fuel prices by adjusting total freight charges to reflect changes in the national average diesel price."

A fuel surcharge is an extra fee added to shipping, freight, or travel charges to offset changes in fuel costs, so companies don’t have to absorb sudden spikes. It matters to investors because it affects revenue and profit margins—showing how well a business can pass higher costs to customers—and can signal exposure to energy price swings that influence demand, pricing power, and short-term earnings volatility, like adding a flexible "gas tax" to a bill.

Revolving Credit Facility financial

"The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December, 2024."

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Private Shelf Agreement financial

"the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement) with PGIM, Inc. (Prudential) and certain affiliates"

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

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, GA		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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		SAIA		The Nasdaq Global Select Market

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 26,671,214 shares of Common Stock outstanding at April 28, 2026.

1

SAIA, INC. AND SUBSIDIARIES

INDEX

			PAGE
PART I. FINANCIAL INFORMATION
ITEM 1:	Financial Statements		3
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025		3
	Condensed Consolidated Statements of Operations for the quarters ended March 31, 2026 and 2025		4
	Condensed Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2026 and 2025		5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025		6
	Notes to Condensed Consolidated Financial Statements		7
ITEM 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations		11
ITEM 3:	Quantitative and Qualitative Disclosures About Market Risk		17
ITEM 4:	Controls and Procedures		18
PART II. OTHER INFORMATION
ITEM 1:	Legal Proceedings		19
ITEM 1A:	Risk Factors		19
ITEM 2:	Unregistered Sales of Equity Securities and Use of Proceeds		19
ITEM 5:	Other Information		19
ITEM 6:	Exhibits		20
Signature			21

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Saia, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

		March 31, 2026				December 31, 2025
Assets		(in thousands, except share and per share data)
Current Assets:
Cash and cash equivalents		$	39,177			$	19,720
Accounts receivable, net			376,967				332,206
Prepaid expenses			62,043				35,809
Income tax receivable			6,267				32,554
Other current assets			14,938				14,267
Total current assets			499,392				434,556
Property and Equipment, at cost			4,303,820				4,259,438
Less: accumulated depreciation and amortization			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
Goodwill and Identifiable Intangibles, net			15,376				15,589
Other Noncurrent Assets			38,084				37,884
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
Claims and insurance accruals			46,497				46,020
Other current liabilities			34,452				32,342
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
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized,      none issued and outstanding			-				-
Common stock, $0.001 par value, 100,000,000 shares authorized,      26,670,034 and 26,645,402 shares issued and outstanding at      March 31, 2026 and December 31, 2025, respectively			27				27
Additional paid-in-capital			306,287				307,605
Deferred compensation trust, 69,292 and 70,053 shares of common      stock at cost at March 31, 2026 and December 31, 2025, respectively			(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

See accompanying notes to condensed consolidated financial statements.

3

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the quarters ended March 31, 2026 and 2025

(unaudited)

		First Quarter
		2026				2025
		(in thousands, except per share data)
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			$	1.86
Diluted Earnings Per Share		$	1.86			$	1.86

See accompanying notes to condensed consolidated financial statements.

4

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the quarters ended March 31, 2026 and 2025

(unaudited)

		Common Shares				Common Stock				Additional Paid-in Capital				Deferred Compensation Trust				Retained Earnings				Total
		(in thousands)
Balance at December 31, 2025			26,645			$	27			$	307,605			$	(9,088	)		$	2,279,155			$	2,577,699
Stock compensation, including options and long-term incentives			—				—				3,901				—				—				3,901
Exercise of stock options, less shares withheld for taxes			2				—				229				—				—				229
Shares issued for long-term incentive awards, net of shares withheld for taxes			23				—				(5,461	)			—				—				(5,461	)
Purchase of shares by Deferred Compensation Trust			—				—				191				(191	)			—				—
Sale of shares by Deferred Compensation Trust											(178	)			178								—
Net income			—				—				—				—				49,869				49,869
Balance at March 31, 2026			26,670			$	27			$	306,287			$	(9,101	)		$	2,329,024			$	2,626,237

		Common Shares				Common Stock				Additional Paid-in Capital				Deferred Compensation Trust				Retained Earnings				Total
		(in thousands)
Balance at December 31, 2024			26,599			$	27			$	295,106			$	(7,981	)		$	2,024,119			$	2,311,271
Stock compensation, including options and long-term incentives			—				—				4,527				—				—				4,527
Exercise of stock options, less shares withheld for taxes			10				—				2,463				—				—				2,463
Shares issued for long-term incentive awards, net of shares withheld for taxes			25				—				(7,644	)			—				—				(7,644	)
Purchase of shares by Deferred Compensation Trust			—				—				1,007				(1,007	)			—				—
Net income			—				—				—				—				49,810				49,810
Balance at March 31, 2025			26,634			$	27			$	295,459			$	(8,988	)		$	2,073,929			$	2,360,427

See accompanying notes to condensed consolidated financial statements.

5

Saia, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

(unaudited)

		First Quarter
		2026				2025
		(in thousands)
Operating Activities:
Net income		$	49,869			$	49,810
Noncash items included in net income:
Depreciation and amortization			62,190				59,043
Deferred income taxes			9,331				5,245
Other, net			7,343				6,499
Changes in operating assets and liabilities:
Accounts receivable			(46,950	)			(29,125	)
Accounts payable			28,327				16,371
Change in other assets and liabilities, net			29,524				1,230
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:
Repayments of revolving credit facility			(265,000	)			(347,000	)
Borrowings of revolving credit facility			214,000				444,000
Proceeds from stock option exercises			229				2,463
Shares withheld for taxes			(5,461	)			(7,644	)
Repayment of finance leases			(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

See accompanying notes to condensed consolidated financial statements.

6

Saia, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.

The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Operating results for the quarter ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2026.

Business

The Company provides national less-than-truckload (LTL) services through a single integrated organization. While approximately 97 percent of its revenue has been derived from transporting LTL shipments, the Company also offers customers a wide range of other value-added services, including brokered truckload, expedited transportation and other logistics services across North America. The Company’s customer base is diversified across numerous industries.

Revenue Recognition

The Company’s revenues are derived primarily from the transportation of freight as it satisfies performance obligations that arise from contracts with its customers. The Company’s performance obligations arise when it receives a bill of lading (BOL) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the parties, shipping terms and conditions, and payment terms have been identified. Each shipment represents a distinct service that is a separately identified performance obligation.

The typical transit time to complete a shipment is from one to five days. Billing for transportation services normally occurs after completion of the service and payment is generally due within 30 days after the invoice date. The Company recognizes revenue related to the Company’s LTL, brokered truckload and expedited transportation services over the transit time of the shipment as it moves from origin to destination based on the transit status at the end of each reporting period.

Key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:

•Revenue associated with shipments in transit is recognized ratably over transit time; and

•Adjustments to revenue for billing adjustments and collectability.

The portion of the gross invoice related to interline transportation services that involve the services of another party, such as another LTL service provider, is not recorded in the Company’s revenues. Revenue from logistics services is recognized as the services are provided.

7

Claims and Insurance Accruals

The Company maintains a significant amount of insurance coverage with third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits and retention and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily injury and property damage claims.

Segment Reporting

Saia is comprised of a single reportable segment organized around its transportation services. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following table presents selected financial information with respect to the Company’s single reportable segment (in thousands):

		First Quarter
		2026				2025
Revenue		$	806,226			$	787,575
Less:
Wages (a)			227,812				233,528
Salaries (a)			52,322				51,676
Purchased Transportation			64,328				59,849
Other Segment items (b)			332,028				313,668
Depreciation and Amortization			62,190				59,043
Interest Expense			2,574				4,285
Interest Income			(63	)			(39	)
Income Tax Expense			15,166				15,755
Segment and Consolidated Net Income		$	49,869			$	49,810

(a) Wages includes payroll costs for non-management employees generally paid on an hourly or per-mile basis. Salaries includes payroll costs for exempt employees.

(b) Other segment items include employees' benefits, fuel, operating expenses and supplies, operating taxes and licenses and claims and insurance.

(2) Computation of Earnings Per Share

The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands, except per share amounts):

		First Quarter
		2026				2025
Numerator:
Net income		$	49,869			$	49,810
Denominator:
Denominator for basic earnings per share–weighted      average common shares			26,764				26,720
Dilutive effect of stock-based awards			43				68
Denominator for diluted earnings per share–adjusted      weighted average common shares			26,807				26,788
Basic Earnings Per Share		$	1.86			$	1.86
Diluted Earnings Per Share		$	1.86			$	1.86

8

For the quarters ended March 31, 2026 and 2025 there were 367 and 11,834 anti-dilutive share-based awards, respectively.

(3) Commitments and Contingencies

The Company is subject to legal proceedings that arise in the ordinary course of its business. Management believes that adequate provisions for the resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on the results of operations in a given quarter or annual period.

(4) Fair Value of Financial Instruments

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of March 31, 2026 and December 31, 2025, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at March 31, 2026 and December 31, 2025 was $113.3 million and $164.8 million, respectively. The fair value of fixed rate debt is based on current market interest rates for similar types of financial instruments, reflective of level two inputs. The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company. The carrying value of the debt was $112.8 million and $164.0 million at March 31, 2026 and December 31, 2025, respectively.

(5) Debt and Financing Arrangements

At March 31, 2026 and December 31, 2025, debt consisted of the following (in thousands):

		March 31, 2026				December 31, 2025
Credit Arrangements, described below		$	112,000			$	163,000
Finance Leases			759				980
Total debt			112,759				163,980
Less: current portion of long-term debt			759				980
Long-term debt, less current portion		$	112,000			$	163,000

The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.

Credit Arrangements

Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December, 2024. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that it is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants, and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at March 31, 2026.

At March 31, 2026, the Company had outstanding borrowings of $12.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At December 31, 2025, the Company had $63.0 million of outstanding borrowings and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At March 31, 2026, the Company had $551.6 million in availability under the Revolving Credit Facility.

9

Private Shelf Agreement

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

Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.

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

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

Principal Maturities of Long-Term Debt

The principal maturities of long-term debt, including interest on finance leases, for the next five years (in thousands) are as follows:

		Amount
2026		$	763
2027			—
2028			—
2029			112,000
2030			—
Thereafter			—
Total			112,763
Less: Amounts Representing Interest on Finance Leases			4
Total		$	112,759

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2025 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

Cautionary Note Regarding Forward-Looking Statements

The Securities and Exchange Commission (the SEC) 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 Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking 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 otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q 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, the following:

•general economic conditions including downturns or inflationary periods in the business cycle;

•operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;

•industry-wide external factors largely out of our control;

•cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;

•inflationary increases in expenses and corresponding reductions of profitability;

•cost and availability of diesel fuel and fuel surcharges;

•cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

•failure to successfully execute the strategy to expand our service geography;

•unexpected liabilities resulting from the acquisition of real estate assets;

•costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;

•risks arising from remote work, including increased risk of related cybersecurity incidents;

•failure to keep pace with technological developments;

•liabilities and costs arising from the use of artificial intelligence;

•labor relations, including the adverse impact should a portion of our workforce become unionized;

•cost, availability and resale value of real property and revenue equipment;

•supply chain disruption and delays on new equipment delivery;

•changes in U.S. trade policy and the impact of tariffs;

•capacity and highway infrastructure constraints;

•risks arising from international business operations and relationships;

•seasonal factors, harsh weather and disasters caused by climate change;

•the creditworthiness of our customers and their ability to pay for services;

•our need for capital and uncertainty of the credit markets;

•the possibility of defaults under our debt agreements, including violation of financial covenants;

•inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

•dependence on key employees;

•employee turnover from changes to compensation and benefits or market factors;

•increased costs of healthcare benefits;

•damage to our reputation from adverse publicity, including from the use of or impact from social media;

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•failure to achieve acquisition synergies or disruption to our business due to such acquisitions;

•the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

•the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

•unforeseen costs from new and existing data privacy laws;

•the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

•changes in accounting and financial standards or practices;

•widespread outbreak of an illness or any other communicable disease;

•international conflicts and geopolitical instability;

•evolving stakeholder expectations regarding environmental and social issues;

•government shutdown or failure to fund services;

•provisions in our governing documents and Delaware law that may have anti-takeover effects;

•issuances of equity that would dilute stock ownership;

•weakness, disruption or loss of confidence in financial or credit markets; and

•other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

These factors and risks are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.

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 Form 10-Q. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.

Executive Overview

The Company’s business is closely correlated with non-service sectors of the general economy. Our strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes. Components of this strategy include building density within our existing network and expanding our geographical footprint and terminal infrastructure to support profitable growth and strengthen our customer value proposition over time. The Company’s operations are labor intensive, capital intensive and service sensitive. We continuously seek opportunities to improve safety performance, cost efficiency and asset utilization (particularly with respect to tractors and trailers). Pricing initiatives have contributed positively to profitability. The Company continues to execute targeted sales and marketing programs along with actions designed to align our cost structure with volumes and improve customer satisfaction. Technology continues to be an important investment as we work to improve the customer experience, advance operational efficiency and support the Company’s brand and service quality.

First Quarter Overview

The Company’s operating revenue increased by 2.4 percent in the first quarter of 2026 compared to the same period in 2025. This increase resulted primarily from an increase in fuel surcharge revenue due to higher diesel fuel prices. Additionally, in the first quarter of 2026, LTL shipments per workday were up 1.0 percent. LTL revenue per shipment increased 0.7 percent to $357.93 compared to the prior year first quarter.

Consolidated operating income was $66.8 million for the first quarter of 2026 compared to $70.2 million for the first quarter of 2025. Diluted earnings per share for the first quarter of both 2026 and 2025 were $1.86. The operating ratio (operating expenses divided by operating revenue) was 91.7 percent in the first quarter of 2026 compared to 91.1 percent in the first quarter of 2025. The Company generated $139.6 million in net cash provided by operating activities in the first three months of 2026 compared with $109.1 million in the same period last year.

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General

This Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).

Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While approximately 97 percent of its revenue is derived from transporting LTL shipments, the Company also offers customers a wide range of other value-added services, including brokered truckload, expedited transportation and other logistics services across North America.

Our business is closely correlated with non-service sectors of the general economy. Our business also is impacted by a number of other factors and risks as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A., “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per shipment and revenue per hundredweight (a measure of yield), whether including or excluding fuel surcharge revenue; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended March 31, 2026 and 2025

(unaudited)

										Percent
										Variance
		2026				2025				'26 v. '25
		(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul)
Operating Revenue		$	806,226			$	787,575				2.4		%
Operating Expenses:
Salaries, wages and employees’ benefits			393,296				389,256				1.0
Purchased transportation			64,328				59,849				7.5
Fuel and other operating expenses			219,606				209,259				4.9
Depreciation and amortization			62,190				59,043				5.3
Operating Income			66,806				70,168				(4.8	)
Operating Ratio			91.7	%			91.1	%
Nonoperating Expense			1,771				4,603				(61.5	)
Working Capital (as of March 31, 2026 and 2025)			170,897				141,906
Cash Flows provided by Operating Activities			139,634				109,073
Net Acquisitions of Property and Equipment			63,724				202,063
Saia LTL Freight Operating Statistics:
Workdays			63				63
LTL Tonnage			1,513				1,545				(2.1	)
LTL Shipments			2,192				2,170				1.0
LTL Revenue per hundredweight		$	25.93			$	24.97				3.8
LTL Revenue per hundredweight, excluding fuel surcharge		$	21.52			$	21.12				1.9
LTL Revenue per shipment		$	357.93			$	355.48				0.7
LTL Revenue per shipment, excluding fuel surcharge		$	297.11			$	300.76				(1.2	)
LTL Pounds per shipment			1,380				1,424				(3.1	)
LTL Average length of haul1			890				905				(1.7	)
1 In miles.

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Quarter ended March 31, 2026 compared to quarter ended March 31, 2025

Revenue and volume

Consolidated operating revenue for the quarter ended March 31, 2026 increased by 2.4 percent compared to the first quarter of 2025 to $806.2 million primarily as a result of an increase in fuel surcharge revenue due to higher diesel fuel prices. For the first quarter of 2026, Saia’s LTL shipments increased 1.0 percent to 2.2 million shipments, while LTL tonnage was down 2.1 percent to 1.5 million tons. LTL revenue per shipment, excluding fuel surcharge, decreased 1.2 percent to $297.11 for the first quarter of 2026 as a result of lower weight per shipment and length of haul partially offset by changes in business mix and pricing actions. For the first quarter of 2026, approximately 75 percent of Saia’s operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented a 5.9 percent general rate increase on October 1, 2025. Competitive dynamics, customer turnover and changes in shipment mix and volumes, among other things, may limit our ability to retain customer rate increases over time.

Operating revenue includes revenue from the Company’s fuel surcharge program. This program is designed to mitigate the Company’s exposure to volatility in diesel fuel prices by adjusting total freight charges to reflect changes in the national average diesel price. Fuel surcharges, which are typically updated weekly, are widely accepted within the LTL industry and represent a significant component of revenue and pricing structure. Although fuel surcharges are an important element of customer contract negotiations, they comprise only one aspect of total pricing, as customers may negotiate adjustments between base rates and fuel surcharges depending on individual contract terms. Fuel surcharge revenue as a percentage of operating revenue increased to 16.5 percent for the quarter ended March 31, 2026 compared to 15.1 percent for the quarter ended March 31, 2025, as a result of increases in the average cost of diesel fuel.

Operating expenses and margin

Consolidated operating income was $66.8 million in the first quarter of 2026 compared to $70.2 million in the prior year quarter. The decrease is a result of increased self-insurance costs, increased purchased transportation expense, increased fuel expense and increased depreciation expenses. The first quarter of 2026 operating ratio (operating expenses divided by operating revenue) was 91.7 percent compared to an operating ratio of 91.1 percent for the same period in 2025.

Salaries, wages and employees’ benefits increased $4.0 million in the first quarter of 2026 compared to the first quarter of 2025. This change was primarily driven by higher group health insurance costs, which increased by approximately $7.9 million related to elevated claims activity and average cost of claims. Additionally, this increase was driven by workers’ compensation costs, which increased $1.4 million as a result of the inflationary costs of claims. These increases were partially offset by a decrease in wages as we continue to match hours to volume, resulting in a decrease in overall headcount. Purchased transportation increased $4.5 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to an increase in purchased transportation miles in addition to an increase in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $6.8 million in the first quarter of 2026 compared to the first quarter of 2025 largely due to increased fuel costs. Claims and insurance expense in the first quarter of 2026 was $1.4 million higher than the first quarter of 2025 primarily due to increased insurance premiums. Depreciation and amortization expense increased $3.1 million in the first quarter of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology.

Other

Interest expense for the quarter ended March 31, 2026 was lower than the same period in 2025 due to lower average balances under our credit arrangements during the first quarter of 2026.

The effective tax rate was 23.3 percent and 24.0 percent for the quarters ended March 31, 2026 and 2025, respectively.

Net income was $49.9 million, or $1.86 per diluted share, in the first quarter of 2026 compared to net income of $49.8 million, or $1.86 per diluted share, in the first quarter of 2025.

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Outlook

Our business remains closely correlated with non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including strength of the economy, inflation, changes in regulatory conditions and international trade relations, including tariff volatility, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. We are continuing initiatives to improve customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. On October 1, 2025, Saia implemented a 5.9 percent general rate increase for customers comprising approximately 25 percent of Saia’s operating revenue. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas and further expanding our geographic and terminal network. The success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A., “Risk Factors.”

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through its geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy continue to soften, the Company plans to continue to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors. These factors include the cost and availability of personnel and purchased transportation and the cost of diesel fuel, claims and insurance and other inflationary factors.

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

See “Cautionary Note Regarding Forward-Looking Statements” and Part II, Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our financial condition, results of operation, cash flows and prospects.

Financial Condition, Liquidity and Capital Resources

The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.

Working capital/capital expenditures

Working capital at March 31, 2026 was $170.9 million, an increase from $141.9 million at March 31, 2025.

Current assets at March 31, 2026 increased by $29.8 million as compared to March 31, 2025, driven by an increase in accounts receivable of $25.9 million and an increase in cash and cash equivalents of $22.6 million partially offset by a decrease in income tax receivable of $27.7 million. Current liabilities increased by $0.8 million at March 31, 2026 compared to March 31, 2025 largely due to an increase in wages, vacation and employees‘ benefits partially offset by a decrease in accounts payable.

A summary of our cash activity is presented below:

		First Quarter
		2026				2025
		(in thousands)
Cash and Cash Equivalents, beginning of period		$	19,720			$	19,473
Net Cash flows provided by (used in):
Operating activities			139,634				109,073
Investing activities			(63,724	)			(202,063	)
Financing activities			(56,453	)			90,052
Net Increase (Decrease) in Cash and Cash Equivalents			19,457				(2,938	)
Cash and Cash Equivalents, end of period		$	39,177			$	16,535

Cash flows provided by operating activities were $139.6 million for the three months ended March 31, 2026 versus $109.1 million for the three months ended March 31, 2025 largely driven by working capital management and increased other operating assets and liabilities, net, partially offset by increased accounts receivable. For the three months ended March 31, 2026, net cash used in investing activities was $63.7 million compared to $202.1 million in the same period last year, a $138.4 million decrease. This decrease resulted

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primarily from a decrease in revenue equipment acquisitions during the first quarter of 2026. For the three months ended March 31, 2026, net cash used in financing activities was $56.5 million compared to net cash provided by financing activities of $90.1 million during the same period last year, as a result of repayments on the credit arrangements during the current period.

The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit arrangements, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements.

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

		First Quarter				Year
		2026				2025
		(in millions)
Land and structures, net		$	13.1			$	188.7
Revenue equipment, net			47.2				312.0
Technology and other, net			3.4				43.4
Total		$	63.7			$	544.1

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

Credit Arrangements

Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December, 2024. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that it is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at March 31, 2026.

At March 31, 2026 the Company had outstanding borrowings of $12.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. As of December 31, 2025, the Company had $63.0 million of outstanding borrowings and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At March 31, 2026, the Company had $551.6 million in availability under the Revolving Credit Facility.

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Private Shelf Agreement

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

Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.

Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.

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

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

Contractual Obligations

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

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

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

Critical Accounting Policies and Estimates

There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The reader should refer to our 2025 Annual Report on Form 10-K for a full disclosure of all critical accounting policies and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is more fully described in Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q.

The following table provides information about the Company’s third-party financial instruments as of March 31, 2026. The table presents annual principal cash flows (in millions) and related weighted average interest rates by contractual maturity dates. The fair value of fixed rate debt is based on current market interest rates for similar types of financial instruments, reflective of level two inputs.

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The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate the current rates available to the Company.

														2026
		2026		2027		2028		2029		2030		Thereafter		Total		Fair Value
Fixed rate debt		$0.8		$—		$—		$100.0		$—		$—		$100.8		$101.3
Average interest rate		3.5%		—		—		6.1%		—		—		6.1%
Variable rate debt		$—		$—		$—		$12.0		$—		$—		$12.0		$12.0
Average interest rate		—		—		—		7.0%		—		—		7.0%

Item 4. Controls and Procedures

Quarterly Controls Evaluation and Related CEO and CFO Certifications

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company conducted an evaluation of the effectiveness of the design and operation of its “disclosure controls and procedures” (Disclosure Controls). The Disclosure Controls evaluation was performed under the supervision and with the participation of management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon the controls evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Disclosure Controls are effective to ensure that information the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

During the period covered by this Quarterly Report on Form 10-Q, there were no changes in internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported timely. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’s Disclosure Controls include components of its internal control over financial reporting which consists of control processes designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings — For a description of legal proceedings, see Note 3 “Commitments and Contingencies” of the accompanying unaudited condensed consolidated financial statements.

Item 1A. Risk Factors — In addition to the other information included in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There have been no material changes to the risk factors identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds —

Issuer Purchases of Equity Securities
Period		(a) Total Number of Shares (or Units) Purchased (1)			(b) Average Price Paid per Share (or Unit)			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs			(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet be Purchased under the Plans or Programs
January 1, 2026 through
January 31, 2026		—	(2)		$—	(2)		—			$—
February 1, 2026 through
February 28, 2026		—	(3)		$—	(3)		—			—
March 1, 2026 through
March 31, 2026		600	(4)		$317.43	(4)		—			—
Total		600						—

(1)	Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008.
(2)	The Saia, Inc. Executive Capital Accumulation Plan sold 370 shares of Saia stock at an average price of $359.99 during the period of January 1, 2026 through January 31, 2026.
(3)	The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of February 1, 2026 through February 28, 2026.
(4)	The Saia, Inc. Executive Capital Accumulation Plan sold 991 shares of Saia stock at an average price of $327.71 during the period of March 1, 2026 through March 31, 2026.

Item 5. Other Information — During the three months ended March 31, 2026, none of our directors or Section 16 officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

Exhibit
Number		Description of Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on May 1, 2024).
3.2		Amended and Restated By-laws of Saia, Inc. (incorporated herein by reference to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 29, 2008).
31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-15(e).
31.2		Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-15(e).
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters ended March 31, 2026 and 2025 (unaudited), (iii) Consolidated Statements of Stockholders’ Equity for the quarters ended March 31, 2026 and 2025 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104		The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).

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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 thereunto duly authorized.

		SAIA, INC.
Date: April 30, 2026			/s/ Matthew J. Batteh
			Matthew J. Batteh
			Executive Vice President and Chief Financial Officer

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FAQ

How did Saia (SAIA) perform financially in the first quarter of 2026?

Saia delivered slightly higher revenue with flat earnings in Q1 2026. Operating revenue increased 2.4% to $806.2 million, while net income was $49.9 million and diluted EPS remained $1.86, essentially unchanged from the prior-year quarter.

What were the key operating metrics for Saia (SAIA) in Q1 2026?

Saia’s Q1 2026 operating revenue was $806.2 million with an operating ratio of 91.7%. LTL shipments rose 1.0% to 2.2 million, LTL tonnage declined 2.1%, and LTL revenue per shipment increased 0.7% to $357.93, including higher fuel surcharge revenue.

How strong was Saia’s (SAIA) cash flow and capital spending in Q1 2026?

Saia generated significantly higher operating cash flow while reducing capital spending in Q1 2026. Net cash provided by operating activities was $139.6 million, compared with $109.1 million a year earlier, and net capital expenditures dropped to $63.7 million from $202.1 million.

What is Saia’s (SAIA) current debt and liquidity position?

Saia ended Q1 2026 with moderate debt and ample liquidity. Total debt was $112.8 million, including $12.0 million drawn on the $600 million revolving credit facility, leaving $551.6 million of availability, alongside $39.2 million of cash and cash equivalents on the balance sheet.

How did fuel surcharges impact Saia’s (SAIA) results in Q1 2026?

Higher diesel prices increased Saia’s fuel surcharge revenue contribution in Q1 2026. Fuel surcharge revenue represented 16.5% of operating revenue, up from 15.1% a year earlier, helping lift total revenue even as LTL tonnage declined and underlying shipment weights fell.

What pricing and yield trends did Saia (SAIA) see in Q1 2026?

Saia saw mixed yield trends in Q1 2026. LTL revenue per hundredweight rose 3.8% to $25.93, but excluding fuel surcharge it increased 1.9%. LTL revenue per shipment excluding fuel surcharge declined 1.2% to $297.11 due to lower weight per shipment and shorter length of haul.