SAIA INC

Saia, Inc. operates in the less-than-truckload (LTL) motor carrier industry, deriving approximately 97% of its revenue from transporting LTL shipments, and also offers brokered truckload, expedited transportation, and other logistics services across North America. The LTL industry requires substantial capital for networks of freight terminals, shipment handling equipment, and revenue equipment, and is more concentrated than the truckload category, with the largest players operating nationally or in regional markets. Saia competes against a small number of large national LTL carriers, a larger number of regional carriers, and other modes including truckload carriers, private fleets, small package carriers, railroads, air freight carriers, third-party logistics providers, and emerging digital competitors.

Saia is a leading LTL carrier that provides direct service to the 48 contiguous states and LTL services to Canada and Mexico through third-party interline carriers. The company competes primarily on service quality, pricing, geographic coverage, breadth of service offerings, responsiveness, and operational flexibility. Key competitors named in the filing include ArcBest Corp., Hub Group Inc., J. B. Hunt Transport Services Inc., Knight-Swift Transportation Holdings Inc., Landstar System Inc., Old Dominion Freight Line Inc., Schneider National Inc., TFI International Inc., Werner Enterprises Inc., and XPO Inc. Saia believes its non-union status provides operational flexibility and a competitive advantage, as maintaining a direct relationship with employees enhances communications and contributes to lower overall costs.

Saia generates revenue primarily by transporting LTL shipments, with approximately 97% of revenue derived from this activity. Revenue is recognized over the transit time of each shipment, which typically ranges from one to five days, and billing occurs after service completion with payment generally due within 30 days. The company also earns revenue from brokered truckload and expedited transportation services, as well as other logistics services across North America. Fuel surcharges, which are designed to mitigate exposure to diesel fuel price volatility, represented 15.0% of operating revenue in both 2025 and 2024. Saia serves a large number of customers with no single customer representing more than 5% of accounts receivable at year-end.

Saia's core LTL service specializes in shipments between 100 and 10,000 pounds, offering time-definite and expedited options. In 2025, the average LTL shipment weighed approximately 1,380 pounds and traveled an average distance of approximately 897 miles, compared to 1,343 pounds and 891 miles in 2024. The company also provides value-added services including brokered truckload and expedited transportation and other logistics services across North America. Saia's fuel surcharge program, which adjusts total freight charges based on changes in the national average diesel price, is a significant component of its pricing structure and represented 15.0% of operating revenue in both 2025 and 2024.

Saia's network as of December 31, 2025, consisted of 213 owned and leased terminals, plus three general offices and one warehouse. The company owned approximately 7,700 tractors and 26,500 trailers, including equipment acquired with finance leases. Over the past five years, Saia has invested in excess of $2.5 billion in capital expenditures, primarily for real estate, revenue equipment, and technology. In January 2024, Saia acquired 17 freight terminals and leases to operate an additional 11 freight terminals pursuant to a sale by Yellow Corporation under Sections 363 and 365 of Chapter 11 of the U.S. Bankruptcy Code, and has since acquired additional facilities by assuming certain Yellow Corporation leases. Saia also operates a fleet of over 55 CNG vehicles and continues to evaluate expanded use of alternative and renewable fuels.

In fiscal year 2025, Saia generated total revenue of $3,234,286,000 ¹ compared to $3,209,074,000 ² in 2024, representing an increase of 0.8% ³. Operating income was $352,200,000 ⁴ in 2025 versus $482,160,000 ⁵ in 2024, a decrease of 27.0% ⁶. Net income was $255,036,000 ⁷ in 2025 compared to $362,065,000 ⁸ in 2024. Diluted earnings per share were $9.52 ⁹ in 2025 versus $13.51 ¹⁰ in 2024. The operating ratio was 89.1% ¹¹ in 2025 compared to 85.0% ¹² in 2024. Net cash provided by operating activities was $594,973,000 ¹³ in 2025 versus $583,702,000 ¹⁴ in 2024.

The company states that projected net capital expenditures for 2026 are expected to be $350 million to $400 million ¹⁵ compared to 2025 net capital expenditures of $544.1 million ¹⁶.

Saia's primary growth vector is the continued geographic expansion of its terminal network to build density in both new and existing markets. The company intends to continue investing in new terminals, its tractor and trailer fleet, and advanced technologies to efficiently handle anticipated increased volume. Saia plans to continue pursuing geographic expansion and building additional density in key markets to support profitable growth and strengthen its customer value proposition. The company may also evaluate strategic acquisition opportunities from time to time to further extend geographic reach, increase network density, and acquire complementary customer bases. In 2025, Saia generated revenue of $3.2 billion ¹⁷ and the company's strategy includes building market share through excellent customer service, continued operating efficiencies, and geographic and terminal expansion.

Saia's second major growth vector is increasing density in existing geographies to gain operating leverage. The company estimates that the potential incremental profitability on growth in current markets can be significant, depending on general economic conditions, pricing, and the specific geography. Future volume growth may result from improvements in broader economic conditions, industry consolidation, continued geographic expansion, strategic acquisitions, and targeted sales and marketing initiatives designed to enhance customer engagement and support sustained growth. Saia also focuses on managing pricing and business mix to optimize both the pricing of services and the mix of freight handled to enhance overall network profitability. On October 1, 2025, Saia implemented a 5.9% ¹⁸ general rate increase for customers comprising approximately 25% ¹⁹ of Saia's operating revenue.

Effective October 2025, the Company implemented a salary and wage increase of approximately 3.0% ²⁰ for all of its employees, excluding executives. The total cost of this compensation increase is expected to be approximately $34.9 million ²¹ annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains. The company's operating ratio worsened to 89.1% ²² in 2025 from 85.0% ²³ in 2024, driven by increases in salaries, wages and benefits, depreciation expense, and claims and insurance costs. The company plans to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage should the economy soften.

Saia's operational outlook includes continued investment in technology to strengthen its network and operations, including network optimization, advanced data analytics for operational and profitability insights, customer service enhancements, training, and streamlined business processes. The company has invested in technology to support growth while maintaining and modernizing its fleet, resulting in improved fuel efficiency, enhanced safety features, and reduced carbon emissions. Saia's nearly 14,500 ²⁴ union-free employees are comprised of about 51% ²⁵ licensed commercial drivers, about 24% ²⁶ dock workers (approximately 22% ²⁷ of whom are part-time), and the remaining 25% ²⁸ work in sales, technology and administration. The company faces challenges in hiring sufficient qualified employees, including drivers, dockworkers, mechanics, and office personnel, due to general macroeconomic factors and the competitive labor market.

Saia's net capital expenditures for 2025 were approximately $544 million ²⁹, and the company anticipates net capital expenditures in 2026 of approximately $350 million to $400 million ³⁰, subject to ongoing evaluation of market conditions. Estimated 2026 capital expenditures include a normal replacement cycle of revenue equipment and technology investments for operations, and additional revenue equipment and real estate investments to support growth initiatives. The company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. As of December 31, 2025, Saia had $500.6 million ³¹ of availability under its Revolving Credit Facility and $250 million ³² of uncommitted financing under the Company's Private Shelf Agreement, subject to certain conditions. The company has not paid a cash dividend on its common stock, and any future dividend payments are dependent upon financial condition, capital requirements, earnings, cash flow, and other factors.

Saia faces structural headwinds from general economic conditions, including recessionary cycles, downturns in customer business cycles, labor and supply shortages, global uncertainty, inflation, changes in U.S. trade policy and tariffs, and disruptions in oil and financial markets. The company is dependent on the cost and availability of qualified employees and purchased transportation, with significant competition for qualified drivers due to a decreasing pool of eligible drivers, age demographics, hours of service rules, and regulatory requirements. Inflation has been significant in the United States in recent years, increasing most of the company's expenses including equipment prices, maintenance and supply costs, diesel fuel costs, insurance costs, claims costs, utility costs, employee wages and benefits, healthcare costs, real estate costs, and purchased transportation.

Saia faces regulatory headwinds including emissions-control regulations from the EPA and state agencies like CARB, which require progressive reductions in exhaust emissions and a transition to zero-emission vehicles. CARB has adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty trucks, including trucks of a type used in Saia's operations. The company notes that there are virtually no zero-emissions vehicles widely available that are suitable replacements for current technology used in LTL operations, and there does not appear to be sufficient infrastructure in place to support an electric vehicle fleet operation throughout its current terminal network. Changes in U.S. trade policy and tariffs have decreased demand for Saia's services and caused uncertainty and volatility in financial markets, and the company transports a significant number of shipments that have either been imported into or are destined for export from the U.S.

Saia faces material risks from its dependence on the cost and availability of qualified employees, particularly drivers, as the company's nearly 14,500 ³³ union-free workforce faces significant competition due to a decreasing pool of qualified drivers from age demographics, hours of service rules, and regulatory requirements including the FMCSA's strengthened English language proficiency requirements and regulations targeting unlawfully issued CDLs. The company is also exposed to significant volatility in insurance and claims expenses, with claims and insurance expense increasing by $15.1 million ³⁴ in 2025 compared to 2024 due to development on open cases and increased cost per claim, and the company is self-insured for portions of medical, workers' compensation, auto liability, casualty, and cargo claims. Saia's geographic and network expansion strategy requires significant capital investment, with net capital expenditures of approximately $544 million ³⁵ in 2025 and anticipated net capital expenditures of $350 million to $400 million ³⁶ in 2026, and there can be no assurance that new markets or terminals will be profitable. The company faces risks from emissions-control regulations, particularly CARB's regulations requiring a transition to zero-emission vehicles, with the company noting that virtually no zero-emissions vehicles are widely available suitable for LTL operations and insufficient infrastructure exists to support an electric fleet. Changes in U.S. trade policy and tariffs have decreased demand for Saia's services and caused uncertainty, and the company transports a significant number of shipments that have been imported into or are destined for export from the U.S.

Management's message emphasizes that Saia's business is closely correlated with non-service sectors of the general economy and that the company's strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes through building density within the existing network and expanding the geographical footprint and terminal infrastructure. The company's operating revenue increased by 0.8% ³⁷ in 2025 compared to 2024, driven by increased revenue per shipment due to pricing actions and truckload volume generated through the logistics business, though this was largely offset by slightly lower shipment volumes. Management highlights that pricing actions included 5.9% ³⁸ and 7.9% ³⁹ general rate increases on October 1, 2025 and October 21, 2024, respectively, for customers subject to general rate increases. The strategic priorities emphasized for the period ahead include continuing initiatives to improve and enhance customer service to support ongoing pricing and business mix optimization, building density in current geography through targeted marketing initiatives, further expanding the geographic and terminal network, and seeking to control costs and improve productivity. Management also notes that effective October 2025, the company implemented a salary and wage increase of approximately 3.0% ⁴⁰ for all employees excluding executives, with the total cost expected to be approximately $34.9 million ⁴¹ annually, partially offset by productivity and efficiency gains.