SAIA INC

Previous 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.

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 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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

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

Current wording

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

Previous 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.

Current wording

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.

Previous 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.

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 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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

Interest expense for the quarter and six months ended June 30, 2026 was lower than the same period in 2025 due to lower average borrowings under our credit arrangements in the current year.

Previous wording

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

Current wording

The effective tax rate was 24.9 percent and 25.3 percent for the quarters ended June 30, 2026 and 2025, respectively.

Previous 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.”

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 the 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 July 6, 2026 and October 1, 2025, Saia implemented 7.1 and 5.9 percent general rate increases, respectively, 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 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.

Current wording

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiency gains and geographic and terminal expansion, which should result in numerous operating leverage cost benefits. The Company plans to continue to match resources and capacity to shifting volume levels. 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

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.

Current wording

Effective July 1, 2026, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately three percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

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 operation, 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 operations, cash flows and prospects.

Previous wording

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

Current wording

Working capital at June 30, 2026 was $216.7 million, an increase from $148.3 million at June 30, 2025.

Previous 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.

Current wording

Current assets at June 30, 2026 increased by $136.5 million as compared to June 30, 2025, driven by an increase in accounts receivable of $76.6 million and an increase in cash and cash equivalents of $65.2 million, partially offset by a decrease in income tax receivable of $12.2 million. Current liabilities increased by $68.1 million at June 30, 2026 compared to June 30, 2025 largely due to an increase in accounts payable of $35.8 million and an increase in wages, vacation and employees‘ benefits of $30.3 million.

Previous 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.

Current wording

Cash flows provided by operating activities were $291.2 million for the six months ended June 30, 2026 versus $279.8 million for the six months ended June 30, 2025 largely driven by changes in other operating assets and liabilities, net, and higher net income, partially offset by increased accounts receivable. For the six months ended June 30, 2026, net cash used in investing activities was $158.0 million compared to $384.0 million in the same period last year, a $226.0 million decrease. This decrease resulted primarily from a decrease in revenue equipment acquisitions during 2026. For the six months ended June 30, 2026, net cash used in financing activities was $68.9 million compared to net cash provided by financing activities of $103.5 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 three-month period ended March 31, 2026 and the year ended December 31, 2025 (in millions):

Current wording

The table below sets forth our net capital expenditures for property and equipment for the six-month period ended June 30, 2026 and the year ended December 31, 2025 (in millions):

Previous 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.

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 $158.0 million in the first six months of 2026. Approximately $74.3 million of the 2026 remaining capital budget was committed as of June 30, 2026.

Previous 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.

Current wording

As of June 30, 2026 the Company had no outstanding borrowings and outstanding letters of credit of $36.0 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 June 30, 2026, the Company had $564.0 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 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.

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 June 30, 2026 totaled $207.4 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. For the remainder of 2026, $3.8 million of interest payments are anticipated based on borrowings and commitments outstanding at June 30, 2026. See Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. Total purchase obligations, including those that extend beyond the current year, at June 30, 2026 were $91.7 million, including commitments of $90.8 million for capital expenditures. As of June 30, 2026, the Revolving Credit Facility had no 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 March 31, 2026 the Company had total outstanding letters of credit of $36.4 million and $67.2 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 June 30, 2026 the Company had total outstanding letters of credit of $36.0 million and $64.5 million in surety bonds.

Previous 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.

Current wording

The Company has accrued approximately $3.2 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of June 30, 2026. At June 30, 2026, the Company has accrued $113.2 million for claims and insurance liabilities.