SAIA INC (SAIA)

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 over time 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.

Second Quarter Overview

The Company’s operating revenue increased by 17.1 percent in the second quarter of 2026 compared to the same period in 2025. This increase was due to higher fuel surcharge revenue as a result of higher diesel fuel prices, a 4.4 percent increase in LTL shipments per workday as well as a 1.5 percent increase in LTL revenue per shipment, excluding fuel surcharges. LTL revenue per shipment increased 12.0 percent to $393.56 compared to the prior year second quarter.

Consolidated operating income was $125.2 million for the second quarter of 2026 compared to $99.4 million for the second quarter of 2025. Diluted earnings per share were $3.51 for the second quarter of 2026 compared to diluted earnings per share of $2.67 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 86.9 percent in the second quarter of 2026 compared to 87.8 percent in the second quarter of 2025. The Company generated $291.2 million in net cash provided by operating activities in the first six months of 2026 compared with $279.8 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 June 30, 2026 and 2025

(unaudited)

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Quarter and six months ended June 30, 2026 compared to quarter and six months ended June 30, 2025

Revenue and volume

Consolidated operating revenue for the quarter ended June 30, 2026 increased by 17.1 percent compared to the second quarter of 2025 to $956.5 million primarily as a result of an increase in fuel surcharge revenue, higher volumes and pricing actions. For the second quarter of 2026, Saia’s LTL shipments increased 4.4 percent to 2.4 million shipments, while LTL tonnage was up 8.4 percent to 1.7 million tons. LTL revenue per shipment, excluding fuel surcharge, increased 1.5 percent to $303.12 for the second quarter of 2026 as a result of pricing actions and changes in business mix. For the second 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 22.3 percent for the quarter ended June 30, 2026 compared to 14.6 percent for the quarter ended June 30, 2025, as a result of increases in the average cost of diesel fuel.

For the six months ended June 30, 2026, operating revenues were $1.8 billion, up 9.8 percent from operating revenues for the six months ended June 30, 2025 as a result of an increase in fuel surcharge revenue, higher volumes and pricing actions. Fuel surcharge revenue as a percentage of operating revenue increased to 19.7 percent for the six months ended June 30, 2026 compared to 14.8 percent for the six months ended June 30, 2025, primarily as a result of increases in the average cost of diesel fuel.

Operating expenses and margin

Consolidated operating income was $125.2 million in the second quarter of 2026 compared to $99.4 million in the prior year quarter. The increase is a result of increased revenue, partially offset by higher overall compensation levels, increased fuel costs and increased purchased transportation expense. The second quarter of 2026 operating ratio (operating expenses divided by operating revenue) was 86.9 percent compared to an operating ratio of 87.8 percent for the same period in 2025.

Salaries, wages and employees’ benefits increased $43.4 million in the second quarter of 2026 compared to the second quarter of 2025. This change was primarily driven by increased employee hours in response to increased volumes, increased compensation levels due to company performance and a Company-wide wage increase of approximately 3% in October 2025. Additionally, this increase was driven by group health insurance costs, which increased $7.0 million related to elevated claims activity and average cost of claims. Purchased transportation increased $27.3 million in the second quarter of 2026 compared to the second quarter of 2025 primarily due to an increase in purchased transportation usage as we continue to manage headcount to provide operating flexibility, in addition to an increase in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $37.1 million in the second quarter of 2026 compared to the second quarter of 2025 largely due to increased fuel costs. Claims and insurance expense in the second quarter of 2026 was $1.6 million higher than the second quarter of 2025 primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $1.6 million in the second quarter of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology.

For the six months ended June 30, 2026, consolidated operating income was $192.0 million, up 13.2 percent compared to $169.6 million for the six months ended June 30, 2025. This increase in consolidated operating income during the first six months of 2026 was the result of increased revenue, partially offset by higher overall compensation costs, increased fuel costs and increased purchased transportation expense.

Salaries, wages and benefits increased $47.5 million during the first six months of 2026 compared to the same period last year. This change was primarily driven by higher group health insurance costs, which increased by approximately $14.9 million related to elevated claims activity and average cost of claims. Additionally, this increase was driven by higher overall compensation levels as a result of volume growth and a Company-wide wage increase of approximately 3% in October 2025. Purchased transportation increased $31.8 million for the first six months of 2026 compared to the same period in the prior year primarily due to an increase in purchased transportation usage, as we continue to manage headcount to provide operating flexibility, in addition to an increase in cost per mile for purchased transportation. Fuel, operating expe

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2025 and 2024 results and year-to-year comparisons between 2025 and 2024. Discussions of our 2023 results and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 24, 2025.

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 Annual Report on Form 10-K, 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 Annual Report on Form 10-K 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:

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

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

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industry-wide external factors largely out of our control;

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

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inflationary increases in expenses and corresponding reductions of profitability;

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cost and availability of diesel fuel and fuel surcharges;

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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;

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

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unexpected liabilities resulting from the acquisition of real estate assets;

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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;

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

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failure to keep pace with technological developments;

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liabilities and costs arising from the use of artificial intelligence;

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

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

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supply chain disruption and delays on new equipment delivery;

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

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capacity and highway infrastructure constraints;

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risks arising from international business operations and relationships;

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

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

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our need for capital and uncertainty of the credit markets;

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

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

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dependence on key employees;

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

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increased costs of healthcare benefits;

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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;

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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;

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

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unforeseen costs from new and existing data privacy laws;

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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;

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changes in accounting and financial standards or practices;

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widespread outbreak of an illness or any other communicable disease;

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international conflicts and geopolitical instability;

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evolving stakeholder expectations regarding environmental and social issues;

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government shutdown or failure to fund services;

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

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issuances of equity that would dilute stock ownership;

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

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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 this Annual Report on Form 10-K.

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-K. 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.

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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.

The Company’s operating revenue increased by 0.8 percent in 2025 compared to 2024. The increase was a result of increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business. Pricing actions, which included 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively, for customers subject to general rate increases, were largely offset by slightly lower shipment volumes.

Consolidated operating income decreased to $352.2 million for 2025 compared to $482.2 million in 2024. The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs. These increases were partially offset by increased revenue of $25.2 million, year over year.

The Company generated $595.0 million in net cash provided by operating activities in 2025 versus $583.7 million in 2024. The Company used $552.5 million of net cash in investing activities during 2025 compared to $1,035.9 million during 2024.

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). This discussion should be read in conjunction with the accompanying audited consolidated financial statements which include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

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

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

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Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the years ended December 31, 2025 and 2024

(in thousands, except ratios, workdays, revenue per hundredweight,

revenue per shipment, pounds per shipment and length of haul)

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