SAIA INC
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
SAIA$331.90-1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001193125-25-258666
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001193125-26-197324
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 114 previous paragraphs and 101 current paragraphs.
72 unchanged; 27 reworded; 2 added; 13 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
government shutdown or failure to fund services;
Current report
First Quarter Overview
Removed paragraphs (13)
Previous report
failure to operate and grow acquired businesses in a manner that support the value allocated to acquired businesses;
Previous report
changes to the way LTL freight is categorized;
Previous report
costs from new and existing laws regarding how to classify workers;
Previous report
Third Quarter Overview
Previous report
Adjusted Operating Income and Adjusted Operating Ratio are non-GAAP financial measures and should not be considered alternatives, or superior to, the most directly comparable GAAP financial measures. The Company’s management believes these financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. Adjusted Operating Income and Adjusted Operating Ratio are reconciled to the most directly comparable GAAP financial measures under "Non-GAAP Financial Disclosure and Reconciliation," below.
Previous report
For the nine months ended September 30, 2025, operating revenues were $2.4 billion, up 1.0 percent from operating revenues for the nine months ended September 30, 2024 as a result of changes in business mix and pricing actions. Fuel surcharge revenue as a percentage of operating revenue decreased to 15.0 percent for the nine months ended September 30, 2025 compared to 15.3 percent for the nine months ended September 30, 2024, primarily as a result of decreases in the average cost of diesel fuel.
Previous report
For the nine months ended September 30, 2025 not adjusting for the net real estate gain recorded in the third quarter of 2025, consolidated operating income was $288.2 million, down 24.3 percent compared to $380.7 million for the nine months ended September 30, 2024. This decrease in consolidated operating income during the first nine months of 2025 was the result of increased labor and depreciation expenses related to our network expansion.
Previous report
1 This is a non-GAAP financial measure. Refer to “Non-GAAP Financial Disclosure and Reconciliation” below.
Previous report
Salaries, wages and benefits increased $69.2 million during the first nine months of 2025 compared to the same period last year primarily driven by a $21.3 million increase in group health insurance costs and a $5.0 million increase in workers’ compensation costs, both of which were related to the inflationary costs of claims. Additionally, this increase was driven by a wage increase in July 2024 for all employees, excluding executives, of approximately 4.1 percent and by an increase in average headcount associated with new terminals, largely incurred in the first quarter of 2025. Purchased transportation decreased $2.3 million for the first nine months of 2025 compared to the same period in the prior year primarily due to a decrease in purchased transportation miles and decreased cost per mile for purchased transportation. Fuel, operating expenses and supplies increased $18.1 million during the first nine months of 2025 compared to the same period last year largely due to increased information technology costs, facility costs, vehicle maintenance costs and due to an expanded footprint, a larger base of revenue equipment and network support. These increases were partially offset by decreased fuel costs during the first nine months of 2025. During the first nine months of 2025, claims and insurance expense was $12.4 million higher than the same period last year primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $29.6 million during the first nine months of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, our terminal network and technology. Other operating, net decreased $14.2 million for the first nine months of 2025 compared to the same period last year due to the gain on disposal of real estate of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.
Previous report
Interest income for the quarter and nine months ended September 30, 2025 was lower than the same periods in 2024 due to decreased average interest-bearing deposit balances in the current year.
Previous report
Non-GAAP Financial Disclosure and Reconciliation
Previous report
From time to time we supplement the reporting of our financial information determined under generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. In this report, these include “adjusted” total operating expenses, “adjusted” operating income, “adjusted” diluted earnings per share and “adjusted” operating ratio. The Company’s management believes that certain non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A gain from the sale of a terminal of $16.4 million and a loss on real estate impairment of $1.9 million was recorded during the third quarter of 2025. This resulted in a decrease in operating expenses and an increase in operating income of $14.5 million, an increase in diluted earnings per share of $0.41 and an improvement of 170 basis points in the operating ratio for the third quarter of 2025. The terminal sale occurred as the result of management’s efforts towards expanding door count by replacing a smaller facility with a larger facility better positioned to successfully support the Company’s overall strategy. The impairment loss came as a result of management's continued assessment of the recoverability of property and equipment.
Previous report
1 This is a non-GAAP financial measure. Refer to “Non-GAAP Financial Disclosure and Reconciliation.”
Reworded paragraphs (27)
Previous wording
The Company’s business is highly correlated to non-service sectors of the general economy. The Company’s strategy is to improve profitability by increasing revenue per shipment while also increasing volumes. Components of this strategy include building density in existing geography, and pursuing geographic and terminal expansion in an effort to promote profitable growth while improving our customer value proposition over time. The Company’s business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives over time have had a positive impact on profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment as we work towards improving customer experience, operational efficiencies and Company image.
Current wording
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.
Previous wording
The Company’s operating revenue was relatively flat in the third quarter of 2025 compared to the same period in 2024. In the third quarter of 2025, LTL shipments per workday were down 1.9 percent. LTL revenue per shipment, excluding fuel surcharge, increased 0.3 percent to $294.35 compared to the prior year quarter.
Current wording
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.
Previous wording
Consolidated operating income was $118.6 million for the third quarter of 2025 compared to $125.2 million for the third quarter of 2024. These third quarter 2025 results include a real estate gain of $16.4 million and a real estate impairment loss of $1.9 million resulting in a net increase to operating income of $14.5 million. Diluted earnings per share were $3.22 in the third quarter of 2025 compared to diluted earnings per share of $3.46 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.9 percent in the third quarter of 2025 compared to 85.1 percent in the third quarter of 2024. Additionally, the net impact of the real estate gain and the real estate impairment loss resulted in a 170 basis point improvement in the operating ratio for the third quarter of 2025. The Company generated $457.7 million in net cash provided by operating activities in the first nine months of 2025 compared with $419.0 million in the same period last year.
Current wording
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.
Previous wording
This Management’s Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).
Current wording
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).
Previous wording
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 revenue is historically derived from transporting LTL shipments across the contiguous United States, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.
Current wording
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.
Previous wording
Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors 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.
Current wording
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.
Previous wording
Quarter and nine months ended September 30, 2025 compared to quarter and nine months ended September 30, 2024
Current wording
Quarter ended March 31, 2026 compared to quarter ended March 31, 2025
Previous wording
Consolidated revenue for the quarter ended September 30, 2025 was relatively flat, at $839.6 million compared to $842.1 million for the third quarter of 2024. For the third quarter of 2025, Saia’s LTL shipments decreased 1.9 percent to 2.3 million shipments, while LTL tonnage was down 1.5 percent to 1.6 million tons. LTL revenue per shipment, excluding fuel surcharge, increased 0.3 percent to $294.35 for the third quarter of 2025 as a result of changes in business mix and pricing actions. For the third quarter of 2025, approximately 75 percent of the Company’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 7.9 percent general rate increase on October 21, 2024. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.
Current wording
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.
Previous wording
Operating revenue includes revenue recognized from the Company’s fuel surcharge program, which is designed to reduce exposure to fluctuations in diesel fuel prices by adjusting total freight charges to account for changes in the price of diesel fuel. The Company’s fuel surcharge is generally based on the average national price for diesel fuel (as published by the United States Energy Information Administration) and is typically reset weekly. Fuel surcharges are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue increased to 15.2 percent for the quarter ended September 30, 2025 compared to 14.8 percent for the quarter ended September 30, 2024, as a result of increases in the average cost of diesel fuel.
Current wording
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.
Previous wording
Consolidated operating income was $118.6 million and adjusted operating income 1 was $104.1 million in the third quarter of 2025, compared to $125.2 million in the prior year quarter, as a result of lower revenues, increased employee costs, claims and insurance expense and depreciation expenses related to our network expansion. The third quarter of 2025 operating ratio (operating expenses divided by operating revenue) was 85.9 percent, and the adjusted operating ratio 1 was 87.6 percent compared to an operating ratio of 85.1 percent for the same period in 2024.
Current wording
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.
Previous wording
Salaries, wages and employees’ benefits increased $2.9 million in the third quarter of 2025 compared to the third quarter of 2024. This change was primarily driven by higher employee costs including group health insurance costs, which increased by approximately $7.0 million related to elevated claims activity and average cost of claims, and workers’ compensation costs, which increased $2.0 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. Purchased transportation decreased $6.3 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to a decrease in purchased transportation miles in addition to a decrease in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $7.0 million in the third quarter of 2025 compared to the third quarter of 2024 largely due to increased information technology costs. Claims and insurance expense in the third quarter of 2025 was $4.3 million higher than the third quarter of 2024 primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $9.4 million in the third quarter of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, our terminal network and technology. Other operating, net decreased $14.2 million in the third quarter of 2025 compared to the third quarter of 2024 due to the gain on disposal of real estate of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.
Current wording
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.
Previous wording
Interest expense for the quarter and nine months ended September 30, 2025 was higher than the same periods in 2024 due to interest expense related to higher average balances under our credit arrangements in the current year.
Current wording
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.
Previous wording
The effective tax rate was 24.8 percent and 24.4 percent for the quarters ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, the effective tax rate was 24.8 and 24.2 percent, respectively.
Current wording
The effective tax rate was 23.3 percent and 24.0 percent for the quarters ended March 31, 2026 and 2025, respectively.
Previous wording
Net income was $86.3 million, or $3.22 per diluted share and $2.81 adjusted diluted earnings per share 1, in the third quarter of 2025 compared to net income of $92.7 million, or $3.46 per diluted share, in the third quarter of 2024. Net income was $207.5 million, or $7.75 per diluted share and $7.34 adjusted diluted earnings per share 1, for the first nine months of 2025 compared to net income of $286.0 million, or $10.68 per diluted share, for the first nine months of 2024.
Current wording
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.
Previous wording
We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas, further expanding our geographic and terminal network, as well as pricing and mix management. On October 1, 2025 and October 21, 2024, Saia implemented 5.9 and 7.9 percent general rate increases, respectively, for customers comprising approximately 25 percent of Saia’s operating revenue. The extent of 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.”
Current wording
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.”
Previous wording
The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy continue to soften, we plan to continue to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is influenced by several factors, including inflation, the cost and availability of drivers, dock workers, and other personnel, as well as expenses related to purchased transportation, diesel fuel and insurance.
Current wording
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.
Previous wording
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 operations, cash flows and prospects.
Current wording
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.
Previous wording
Working capital at September 30, 2025 was $201.1 million, an increase from $90.7 million at September 30, 2024.
Current wording
Working capital at March 31, 2026 was $170.9 million, an increase from $141.9 million at March 31, 2025.
Previous wording
Current assets at September 30, 2025 increased by $59.6 million as compared to September 30, 2024, driven by an increase in income tax receivable of $40.5 million as a result of the reduction of pre-tax income. Current liabilities decreased by $50.8 million at September 30, 2025 compared to September 30, 2024 largely due to a decrease in accounts payable.
Current wording
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.
Previous wording
Cash flows provided by operating activities were $457.7 million for the nine months ended September 30, 2025 versus $419.0 million for the nine months ended September 30, 2024 largely driven by increased deferred income taxes, increased depreciation and changes in operating assets and liabilities, partially offset by decreased net income. For the nine months ended September 30, 2025, net cash used in investing activities was $454.5 million compared to $868.2 million in the same period last year, a $413.7 million decrease. This decrease resulted primarily from the acquisition of terminals from Yellow Corporation in January 2024. For the nine months ended September 30, 2025, net cash provided by financing activities was $12.8 million compared to $167.5 million during the same period last year, as a result of higher borrowings in the first nine months 2024 to fund capital expenditures.
Current wording
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 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.
Previous wording
The table below sets forth our net capital expenditures for property and equipment for the nine-month period ended September 30, 2025 and the year ended December 31, 2024 (in millions):
Current wording
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):
Previous wording
The Company currently anticipates that net capital expenditures in 2025 will be approximately $550 million to $600 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 $446.1 million in the first nine months of 2025. Approximately $39.1 million of the 2025 remaining capital budget was committed as of September 30, 2025.
Current wording
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.
Previous wording
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility). On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility. 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 the applicable margin 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 September 30, 2025.
Current wording
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.
Previous wording
At September 30, 2025 the Company had outstanding borrowings of $118.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. As of December 31, 2024, the Company had outstanding borrowings of $94.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. At September 30, 2025, the Company had $445.6 million in availability under the Revolving Credit Facility.
Current wording
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.
Previous wording
Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at September 30, 2025 totaled $152.9 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 $1.2 million at September 30, 2025, which includes both principal and interest amounts. For the remainder of 2025, $3.4 million of interest payments are anticipated based on borrowings and commitments outstanding at September 30, 2025. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. Purchase obligations at September 30, 2025 were $39.7 million, including commitments of $39.1 million for capital expenditures. As of September 30, 2025, the Revolving Credit Facility had $118.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.
Current wording
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.
Previous wording
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of September 30, 2025 the Company had total outstanding letters of credit of $36.4 million and $58.6 million in surety bonds.
Current wording
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.
Previous wording
The Company has accrued approximately $3.5 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of September 30, 2025. At September 30, 2025, the Company has accrued $99.0 million for claims and insurance liabilities.
Current wording
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the quarters ended September 30, 2025 and 2024
Previous report — wording carried elsewhere
Our business remains highly correlated to 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 U.S. and global financial and economic conditions, consumer confidence and strength of the U.S. economy, inflation, changes in regulatory conditions and international trade relations, including higher tariffs, 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 difficult to predict. The U.S. government has made significant changes in U.S. trade policy, including the imposition of a baseline tariff on product imports from almost all countries and the potential for individualized higher tariffs on certain other countries. These changes in U.S. trade policy and tariffs have decreased demand for our services and could have a material adverse effect on our operating results, including as a result of the possibility of higher inflation, an economic slowdown or general economic uncertainty.