Saia Inc 10-Q for FY2026 Q3
Saia Inc (SAIA)
About this 10-Q
Saia Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Saia reported third-quarter operating revenue of $982,454 thousand, up 17.0%, operating income of $122,291 thousand and diluted earnings per share of $3.41. On October 29, 2026, its board authorized up to $250 million of common stock repurchases, effective immediately. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $982.45M
- up 17.0% from $839.64M a year earlier
- Net income
- $91.45M
- up 5.9% from net income of $86.32M a year earlier
- Diluted EPS
- $3.41
- up 5.9% from $3.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
(Exact name of registrant as specified in its charter)
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(State of incorporation) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
1
SAIA, INC. AND SUBSIDIARIES
INDEX
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ITEM 1: |
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3 |
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Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2026 and 2025 |
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ITEM 2: |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3: |
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ITEM 4: |
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ITEM 1: |
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ITEM 1A: |
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ITEM 2: |
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ITEM 5: |
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ITEM 6: |
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2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Saia, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
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September 30, 2026 |
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December 31, 2025 |
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Assets |
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(in thousands, except share and per share data) |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Prepaid expenses |
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Income tax receivable |
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Other current assets |
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Total current assets |
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Property and Equipment, at cost |
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Less: accumulated depreciation and amortization |
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Net property and equipment |
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Operating Lease Right-of-Use Assets |
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Goodwill and Identifiable Intangibles, net |
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Other Noncurrent Assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
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$ |
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Wages, vacation and employees’ benefits |
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Claims and insurance accruals |
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Other current liabilities |
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Current portion of long-term debt |
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Current portion of operating lease liability |
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Total current liabilities |
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Other Liabilities: |
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Long-term debt, less current portion |
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Operating lease liability, less current portion |
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Deferred income taxes |
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Claims, insurance and other |
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Total other liabilities |
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Stockholders’ Equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
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Deferred compensation trust, |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the quarters and nine months ended September 30, 2026 and 2025
(unaudited)
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Third Quarter |
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Nine Months |
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2026 |
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2025 |
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2026 |
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2025 |
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(in thousands, except per share data) |
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Operating Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating Expenses: |
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Salaries, wages and employees' benefits |
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Purchased transportation |
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Fuel, operating expenses and supplies |
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Operating taxes and licenses |
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Claims and insurance |
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Depreciation and amortization |
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Other operating losses (gains), net |
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Total operating expenses |
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Operating Income |
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Nonoperating (Income) Expenses: |
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Interest expense |
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Interest income |
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Other, net |
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( |
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Nonoperating expenses, net |
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Income Before Income Taxes |
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Income Tax Provision |
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Net Income |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding – basic |
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Weighted average common shares outstanding – diluted |
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Basic Earnings Per Share |
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$ |
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$ |
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$ |
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$ |
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Diluted Earnings Per Share |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
4
Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
For the quarters and nine months ended September 30, 2026 and 2025
(unaudited)
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Common Shares |
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Common Stock |
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Additional Paid-in Capital |
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Deferred Compensation Trust |
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Retained Earnings |
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Total |
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(in thousands) |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Exercise of stock options, less shares withheld for taxes |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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( |
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— |
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— |
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( |
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Purchase of shares by Deferred Compensation Trust |
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— |
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— |
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( |
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— |
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— |
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Sale of shares by Deferred Compensation Trust |
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( |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Director deferred share activity |
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— |
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— |
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— |
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Exercise of stock options, less shares withheld for taxes |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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( |
) |
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— |
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— |
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( |
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Purchase of shares by Deferred Compensation Trust |
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— |
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— |
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( |
) |
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— |
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— |
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Sale of shares by Deferred Compensation Trust |
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( |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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( |
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— |
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— |
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( |
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Purchase of shares by Deferred Compensation Trust |
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— |
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— |
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( |
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— |
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— |
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Sale of shares by Deferred Compensation Trust |
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( |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at September 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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5
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Common Shares |
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Common Stock |
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Additional Paid-in Capital |
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Deferred Compensation Trust |
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Retained Earnings |
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Total |
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(in thousands) |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Exercise of stock options, less shares withheld for taxes |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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( |
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— |
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— |
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( |
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Purchase of shares by Deferred Compensation Trust |
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— |
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— |
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( |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Director deferred share activity |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Purchase of shares by Deferred Compensation Trust |
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— |
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— |
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( |
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— |
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— |
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Sale of shares by Deferred Compensation Trust |
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— |
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— |
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( |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Stock compensation, including options and long-term incentives |
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— |
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— |
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— |
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— |
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Shares issued for long-term incentive awards, net of shares withheld for taxes |
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— |
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( |
) |
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— |
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— |
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( |
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Sale of shares by Deferred Compensation Trust |
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— |
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— |
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( |
) |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
Saia, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2026 and 2025
(unaudited)
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Nine Months |
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|||||
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2026 |
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2025 |
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(in thousands) |
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|||||
Operating Activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Noncash items included in net income: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Other, net |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Change in other assets and liabilities, net |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities: |
|
|
|
|
|
|
||
Acquisition of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of property and equipment |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities: |
|
|
|
|
|
|
||
Repayments of revolving credit facility |
|
|
( |
) |
|
|
( |
) |
Borrowings of revolving credit facility |
|
|
|
|
|
|
||
Proceeds from stock option exercises |
|
|
|
|
|
|
||
Shares withheld for taxes |
|
|
( |
) |
|
|
( |
) |
Repayment of finance leases |
|
|
( |
) |
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Net Increase in Cash and Cash Equivalents |
|
|
|
|
|
|
||
Cash and Cash Equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and Cash Equivalents, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
See accompanying notes to condensed consolidated financial statements.
7
Saia, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements.
The condensed consolidated financial statements have been prepared by the Company without audit by the independent registered public accounting firm. In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, stockholders’ equity and cash flows for the interim periods included herein have been made. These interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, the instructions to Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these statements. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Operating results for the quarter and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2026.
Business
The Company provides national less-than-truckload (LTL) services through a single integrated organization. While approximately
Revenue Recognition
The Company’s revenues are derived primarily from the transportation of freight as it satisfies performance obligations that arise from contracts with its customers. The Company’s performance obligations arise when it receives a bill of lading (BOL) to transport a customer's commodities at negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the parties, shipping terms and conditions, and payment terms have been identified. Each shipment represents a distinct service that is a separately identified performance obligation.
The typical transit time to complete a shipment is from to
Key estimates included in the recognition and measurement of revenue and related accounts receivable are as follows:
8
Claims and Insurance Accruals
The Company maintains a significant amount of insurance coverage with third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health, with coverage limits and retention and deductible amounts that vary based on policy periods and claim type. Claims and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health are established by management based on estimates of losses that the Company will ultimately incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily injury and property damage claims.
Segment Reporting
Saia is comprised of a single reportable segment organized around its transportation services. The measure of segment assets is reported on the balance sheet as total consolidated assets.
The following table presents selected financial information with respect to the Company’s single reportable segment (in thousands):
|
|
Third Quarter |
|
Nine Months |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Revenue |
|
$ |
|
$ |
|
$ |
|
$ |
Less: |
|
|
|
|
|
|
|
|
Wages (a) |
|
|
|
|
||||
Salaries (a) |
|
|
|
|
||||
Purchased Transportation |
|
|
|
|
||||
Other Segment items (b) |
|
|
|
|
||||
Depreciation and Amortization |
|
|
|
|
||||
Interest Expense |
|
|
|
|
||||
Interest Income |
|
( |
|
( |
|
( |
|
( |
Income Tax Expense |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment and Consolidated Net Income |
|
$ |
|
$ |
|
$ |
|
$ |
(a)
(b)
(2) Computation of Earnings Per Share
The calculation of basic earnings per common share and diluted earnings per common share was as follows (in thousands, except per share amounts):
|
|
Third Quarter |
|
|
Nine Months |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share–weighted |
|
|
|
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|
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|
||||
Dilutive effect of stock-based awards |
|
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|
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|
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|
|
|
|
|
||||
Denominator for diluted earnings per share–adjusted |
|
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|
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|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic Earnings Per Share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted Earnings Per Share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9
For the quarter ended September 30, 2026 there were
(3) Commitments and Contingencies
The Company is subject to legal proceedings that arise in the ordinary course of its business. Management believes that adequate provisions for the resolution of all contingencies, claims and pending litigation have been made for probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect on its financial condition but could have a material adverse effect on the results of operations in a given quarter or annual period.
(4) Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of September 30, 2026 and December 31, 2025, because of the relatively short maturity of these instruments. Based on the borrowing rates currently available to the Company for debt with similar terms and remaining maturities, the estimated fair value of total debt at September 30, 2026 and December 31, 2025 was $
(5) Debt and Financing Arrangements
At September 30, 2026 and December 31, 2025, debt consisted of the following (in thousands):
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Credit Arrangements, described below |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
Total debt |
|
|
|
|
|
|
||
Less: current portion of long-term debt |
|
|
|
|
|
|
||
Long-term debt, less current portion |
|
$ |
|
|
$ |
|
||
The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.
Credit Arrangements
Revolving Credit Facility
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December 2024. The amendment increased commitments under the Revolving Credit Facility by $
At September 30, 2026, the Company had no outstanding borrowings and outstanding letters of credit of $
10
Private Shelf Agreement
On November 9, 2023, the Company entered into a $
Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $
Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.
The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than
At September 30, 2026 and December 31, 2025, the Company had outstanding notes under the Shelf Agreement of $
Principal Maturities of Long-Term Debt
The Company had $
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and our 2025 audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Those consolidated financial statements include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.
Cautionary Note Regarding Forward-Looking Statements
The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Quarterly Report on Form 10-Q and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, the following:
12
These factors and risks are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by Part II, Item 1A. of this Quarterly Report on Form 10-Q.
As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.
Executive Overview
The Company’s business is closely correlated with non-service sectors of the general economy. Our strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes. Components of this strategy include building density within our existing network and expanding our geographical footprint and terminal infrastructure to support profitable growth and strengthen our customer value proposition over time. The Company’s operations are labor intensive, capital intensive and service sensitive. We continuously seek opportunities to improve safety performance, cost efficiency and asset utilization (particularly with respect to tractors and trailers). Pricing initiatives 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.
Third Quarter Overview
The Company’s operating revenue increased by 17.0 percent in the third quarter of 2026 compared to the same period in 2025. This increase was primarily due to higher fuel surcharge revenue as a result of higher diesel fuel prices, an 8.1 percent increase in LTL pounds per shipment and pricing actions resulting in a 5.8 percent increase in LTL revenue per shipment, excluding fuel surcharges. LTL revenue per shipment increased 16.1 percent to $405.27 compared to the prior year third quarter.
Consolidated operating income was $122.3 million for the third quarter of 2026 compared to $118.6 million for the third quarter of 2025. The operating ratio (operating expenses divided by operating revenue) was 87.6 percent in the third quarter of 2026 compared to 85.9 percent in the third quarter of 2025. The third quarter 2025 results include a real estate gain of $16.4 million and a real estate impairment loss of $1.9 million. Excluding these items, operating income for the third quarter of 2026 increased by $18.2 million and operating ratio was flat, year over year. Diluted earnings per share were $3.41 for the third quarter of 2026 compared to $3.22 in the prior year quarter. The Company generated $480.8 million in net cash provided by operating activities in the first nine months of 2026 compared with $457.7 million in the same period last year.
13
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 number 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 employees’ benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.
14
Results of Operations
Saia, Inc. and Subsidiaries
Selected Results of Operations and Operating Statistics
For the quarters ended September 30, 2026 and 2025
(unaudited)
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
Variance |
|
|
|
2026 |
|
2025 |
|
'26 v. '25 |
|
|
|
(in thousands, except ratios, workdays, revenue per hundredweight, revenue per shipment, pounds per shipment and length of haul) |
|||||
Operating Revenue |
|
$982,454 |
|
$839,644 |
|
17.0 |
% |
Operating Expenses: |
|
|
|
|
|
|
|
Salaries, wages and employees’ benefits |
|
447,708 |
|
401,058 |
|
11.6 |
|
Purchased transportation |
|
90,410 |
|
59,329 |
|
52.4 |
|
Fuel and other operating expenses |
|
257,911 |
|
196,610 |
|
31.2 |
|
Depreciation and amortization |
|
64,134 |
|
64,037 |
|
0.2 |
|
Operating Income |
|
122,291 |
|
118,610 |
|
3.1 |
|
Adjusted Operating Income1 |
|
122,291 |
|
104,107 |
|
17.5 |
|
Operating Ratio |
|
87.6% |
|
85.9% |
|
|
|
Adjusted Operating Ratio1 |
|
87.6% |
|
87.6% |
|
|
|
Nonoperating Expense |
|
911 |
|
3,785 |
|
(75.9) |
|
|
|
|
|
|
|
|
|
Working Capital (as of September 30, 2026 and 2025) |
|
322,020 |
|
201,090 |
|
|
|
Cash Flows provided by Operating Activities (year to date) |
|
480,755 |
|
457,665 |
|
|
|
Net Acquisitions of Property and Equipment (year to date) |
|
235,885 |
|
446,078 |
|
|
|
|
|
|
|
|
|
|
|
Saia LTL Freight Operating Statistics: |
|
|
|
|
|
|
|
Workdays |
|
64 |
|
64 |
|
|
|
LTL Tonnage |
|
1,722 |
|
1,581 |
|
8.9 |
|
LTL Shipments |
|
2,351 |
|
2,333 |
|
0.8 |
|
LTL Revenue per hundredweight |
|
$27.66 |
|
$25.76 |
|
7.4 |
|
LTL Revenue per hundredweight, excluding fuel surcharge |
|
$21.25 |
|
$21.72 |
|
(2.2) |
|
LTL Revenue per shipment |
|
$405.27 |
|
$349.07 |
|
16.1 |
|
LTL Revenue per shipment, excluding fuel surcharge |
|
$311.34 |
|
$294.35 |
|
5.8 |
|
LTL Pounds per shipment |
|
1,465 |
|
1,355 |
|
8.1 |
|
LTL Average length of haul2 |
|
885 |
|
894 |
|
(1.0) |
|
1 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.
2 In miles.
15
Quarter and nine months ended September 30, 2026 compared to quarter and nine months ended September 30, 2025
Revenue and volume
Consolidated operating revenue for the quarter ended September 30, 2026 increased by 17.0 percent compared to the third quarter of 2025 to $982.5 million primarily as a result of an increase in fuel surcharge revenue, higher LTL pounds per shipment and pricing actions. For the third quarter of 2026, Saia’s LTL shipments increased 0.8 percent to 2.4 million shipments. LTL tonnage was up 8.9 percent to 1.7 million tons compared to the third quarter of 2025 partially as a result of targeted actions as a part of our general rate increases and continued pricing and mix optimization efforts. LTL revenue per shipment, excluding fuel surcharge, increased 5.8 percent to $311.34 for the third quarter of 2026 as a result of increased LTL pounds per shipment, pricing actions and changes in business mix. For the third 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 7.1 percent and 5.9 percent general rate increases on July 6, 2026 and October 1, 2025, respectively. 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 22.5 percent for the quarter ended September 30, 2026 compared to 15.2 percent for the quarter ended September 30, 2025, primarily as a result of increases in the average cost of diesel fuel.
For the nine months ended September 30, 2026, operating revenues were $2.7 billion, up 12.3 percent compared to the nine months ended September 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 20.7 percent for the nine months ended September 30, 2026 compared to 15.0 percent for the nine months ended September 30, 2025, primarily as a result of increases in the average cost of diesel fuel.
Operating expenses and margin
Consolidated operating income was $122.3 million in the third quarter of 2026 compared to operating income of $118.6 million and adjusted operating income1 of $104.1 million in the third quarter last year. The increase is a result of increased revenue, partially offset by higher overall compensation levels, increased fuel costs and increased purchased transportation expense. The third quarter of 2026 operating ratio (operating expenses divided by operating revenue) was 87.6 percent compared to an operating ratio of 85.9 percent and an adjusted operating ratio1 of 87.6 percent for the same period in 2025.
Salaries, wages and employees’ benefits increased $46.7 million in the third quarter of 2026 compared to the third quarter of 2025. This change was primarily driven by increased compensation levels due to Company performance and Company-wide wage increases of approximately 3% in July 2026 and October 2025. Purchased transportation increased $31.1 million in the third quarter of 2026 compared to the third 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 related to increased fuel costs. Fuel, operating expenses and supplies increased by $47.0 million in the third quarter of 2026 compared to the third quarter of 2025 largely due to increased fuel costs. Claims and insurance expense in the third quarter of 2026 was $2.4 million lower than the third quarter of 2025 primarily due to lower claims activity. Depreciation and amortization expense increased $0.1 million in the third quarter of 2026 compared to the same period in 2025 due to ongoing investments in revenue equipment, our terminal network and technology, partially offset by certain assets becoming fully depreciated during 2026. Other operating losses (gains), net increased $15.1 million in the third quarter of 2026 compared to the third quarter of 2025 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 in the third quarter of 2025.
For the nine months ended September 30, 2026, consolidated operating income was $314.3 million, up 9.1 percent compared to operating income of $288.2 million and up 14.8% compared to adjusted operating income1 of $273.7 million for the nine months ended September 30, 2025. This increase in consolidated operating income during the first nine 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 employees’ benefits increased $94.1 million during the first nine months of 2026 compared to the same period last year. This change was primarily driven by higher compensation levels as a result of improved company performance and
1 This is a non-GAAP financial measure. Refer to “Non-GAAP Financial Disclosure and Reconciliation.”
16
Company-wide wage increases of approximately 3% in July 2026 and October 2025. Additionally, this change was driven by higher group health insurance costs, which increased by approximately $17.3 million related to elevated claims activity and average cost of claims. Purchased transportation increased $62.8 million for the first nine 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 related to increased fuel costs. Fuel, operating expenses and supplies increased $90.9 million during the first nine months of 2026 compared to the same period last year largely due to increased fuel costs. During the first nine months of 2026, claims and insurance expense was $0.6 million higher than the same period last year primarily due to increased insurance premiums and claim activity over the first nine months of the year. Depreciation and amortization expense increased $4.9 million during the first nine months of 2026 compared to the same period in 2025 due to investments in revenue equipment, our terminal network and technology. Other operating losses (gains), net increased $17.6 million for the first nine months of 2026 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 in the third quarter of 2025.
Other
Interest expense for the quarter and nine months ended September 30, 2026 was lower than the same periods in 2025 due to lower average borrowings under our credit arrangements in the current year.
Interest income for the quarter and nine months ended September 30, 2026 was higher than the same periods in 2025 due to increased average interest-bearing deposit balances in the current year.
The effective tax rate was 24.7 percent and 24.8 percent for the quarters ended September 30, 2026 and 2025, respectively.
Net income was $91.4 million, or $3.41 per diluted share, in the third quarter of 2026 compared to net income of $86.3 million, or $3.22 per diluted share and $2.81 adjusted diluted earnings per share1, in the third quarter of 2025. Net income was $235.6 million, or $8.79 per diluted share, for the first nine months of 2026 compared to net income of $207.5 million, or $7.75 per diluted share and $7.34 adjusted diluted earnings per share1, for the first nine months of 2025.
Non-GAAP Financial Disclosure and Reconciliation
From time to time we supplement the reporting of our financial information determined under 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 and an increase in diluted earnings per share of $0.41. The transactions increased diluted earnings per share by $0.54 on a pre-tax basis, partially offset by related income tax expense of $0.13. Additionally, this produced 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.
1This is a non-GAAP financial measure. Refer to “Non-GAAP Financial Disclosure and Reconciliation.”
17
Saia, Inc. and Subsidiaries |
||||||||
Reconciliation of Certain GAAP and Non-GAAP Statement of Operations Items and Ratios |
||||||||
For the Quarters and Nine Months Ended September 30, 2026 and 2025 |
||||||||
(Amounts in thousands, except per share data and operating ratio) |
||||||||
(Unaudited) |
||||||||
|
|
Third Quarter |
|
Nine Months |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Total operating expenses (GAAP) |
|
$860,163 |
|
$721,034 |
|
$2,430,865 |
|
$2,156,157 |
Add: Net total operating expense impact of Gain on Real Estate Disposal and Impairment of Real Estate |
|
- |
|
14,503 |
|
- |
|
14,503 |
Adjusted total operating expenses (Non-GAAP) |
|
$860,163 |
|
$735,537 |
|
$2,430,865 |
|
$2,170,660 |
|
|
|
|
|
|
|
|
|
Operating Income (GAAP) |
|
$122,291 |
|
$118,610 |
|
$314,309 |
|
$288,177 |
Less: Net Operating Income impact of Gain on Real Estate Disposal and Impairment of Real Estate |
|
- |
|
(14,503) |
|
- |
|
(14,503) |
Adjusted operating income (Non-GAAP) |
|
$122,291 |
|
$104,107 |
|
$314,309 |
|
$273,674 |
|
|
|
|
|
|
|
|
|
Diluted earnings per share (GAAP) |
|
$3.41 |
|
$3.22 |
|
$8.79 |
|
$7.75 |
Less: Net Diluted earnings per share impact of Gain on Real Estate Disposal and Impairment of Real Estate (1) |
|
- |
|
(0.41) |
|
- |
|
(0.41) |
Adjusted diluted earnings per share (Non-GAAP) |
|
$3.41 |
|
$2.81 |
|
$8.79 |
|
$7.34 |
|
|
|
|
|
|
|
|
|
Operating Ratio (2) |
|
87.6% |
|
85.9% |
|
88.6% |
|
88.2% |
Add: Net Operating Ratio impact of Gain on Real Estate Disposal and Impairment of Real Estate |
|
- |
|
1.7% |
|
- |
|
0.6% |
Adjusted operating ratio |
|
87.6% |
|
87.6% |
|
88.6% |
|
88.8% |
(1) |
The transactions increased diluted earnings per share by $0.54 on a pre-tax basis, partially offset by related income tax expense of $0.13. |
|
|
(2) |
Operating Ratio is total operating expenses divided by operating revenue, using the underlying unrounded amounts. |
18
Outlook
Our business remains closely correlated with non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including 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.”
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.
Effective July 1, 2026, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately 3%, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.
On October 29, 2026, the Company announced that the board of directors approved a stock repurchase program authorizing the Company to repurchase up to $250 million of outstanding common stock. The program is effective immediately and permits shares of common stock to be repurchased from time to time at management’s discretion through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or other transactions permitted by applicable securities laws and regulations. The timing and amount of repurchases will depend on market conditions and other factors, including business conditions, alternative investment opportunities, funding considerations, and other matters considered relevant by management and the board of directors. The stock repurchase program has no expiration date, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified or terminated by the Company at any time, without prior notice.
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.
Financial Condition, Liquidity and Capital Resources
The Company’s liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.
Working capital/capital expenditures
Working capital at September 30, 2026 was $322.0 million, an increase from $201.1 million at September 30, 2025.
Current assets at September 30, 2026 increased by $211.7 million as compared to September 30, 2025, driven by an increase in cash and cash equivalents of $167.0 million and an increase in accounts receivable of $72.4 million, partially offset by a decrease in income tax receivable of $35.3 million. Current liabilities increased by $90.8 million at September 30, 2026 compared to September 30, 2025 largely due to an increase in accounts payable of $50.6 million and an increase in wages, vacation and employees‘ benefits of $21.1 million.
19
A summary of our cash activity is presented below:
|
|
Nine Months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Cash and Cash Equivalents, beginning of period |
|
$ |
19,720 |
|
|
$ |
19,473 |
|
Net cash flows provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
|
480,755 |
|
|
|
457,665 |
|
Investing activities |
|
|
(227,946 |
) |
|
|
(454,472 |
) |
Financing activities |
|
|
(70,008 |
) |
|
|
12,834 |
|
Net Increase in Cash and Cash Equivalents |
|
|
182,801 |
|
|
|
16,027 |
|
Cash and Cash Equivalents, end of period |
|
$ |
202,521 |
|
|
$ |
35,500 |
|
Cash flows provided by operating activities were $480.8 million for the nine months ended September 30, 2026 versus $457.7 million for the nine months ended September 30, 2025 largely driven by changes in other operating assets and liabilities, net, higher net income and increased accounts payable, partially offset by increased accounts receivable and a decreased deferred income tax provision compared to the same period in 2025. For the nine months ended September 30, 2026, net cash used in investing activities was $227.9 million compared to $454.5 million in the same period last year, a $226.6 million decrease. This decrease resulted primarily from a decrease in revenue equipment acquisitions during 2026. For the nine months ended September 30, 2026, net cash used in financing activities was $70.0 million compared to net cash provided by financing activities of $12.8 million during the same period last year, as a result of repayments of indebtedness during the current period.
The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its revolving credit facility, discussed below. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements.
The table below sets forth our net capital expenditures for property and equipment for the nine-month period ended September 30, 2026 and the year ended December 31, 2025 (in millions):
|
|
Nine Months |
|
|
Year |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in millions) |
|
|||||
Land and structures, net |
|
$ |
85.2 |
|
|
$ |
188.7 |
|
Revenue equipment, net |
|
|
133.5 |
|
|
|
312.0 |
|
Technology and other, net |
|
|
17.2 |
|
|
|
43.4 |
|
Total |
|
$ |
235.9 |
|
|
$ |
544.1 |
|
The Company currently anticipates that net capital expenditures in 2026 will be approximately $350 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 $235.9 million in the first nine months of 2026. Approximately $59.9 million of the 2026 remaining capital budget was committed as of September 30, 2026.
Credit Arrangements
Revolving Credit Facility
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December 2024. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that it is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties,
20
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, 2026.
As of September 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 September 30, 2026, the Company had $564.0 million in availability under the Revolving Credit Facility.
Private Shelf Agreement
On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement) with PGIM, Inc. (Prudential) and certain affiliates and managed accounts of Prudential (the Note Purchasers), which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.
Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.
Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.
The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at September 30, 2026.
At September 30, 2026 and December 31, 2025, the Company had outstanding notes under the Shelf Agreement of $100.0 million.
Contractual Obligations
Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations. Contractual obligations for operating leases at September 30, 2026 totaled $199.8 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, $1.9 million of interest payments are anticipated based on borrowings and commitments outstanding at September 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 September 30, 2026 were $83.3 million, including commitments of $82.6 million for capital expenditures. As of September 30, 2026, the Revolving Credit Facility had no outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of September 30, 2026 the Company had total outstanding letters of credit of $36.0 million and $67.5 million in surety bonds.
The Company has accrued approximately $3.3 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of September 30, 2026. At September 30, 2026, the Company has accrued $130.4 million for claims and insurance liabilities.
Critical Accounting Policies and Estimates
There have been no significant changes to the application of the critical accounting policies and estimates contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The reader should refer to our 2025 Annual Report on Form 10-K for a full disclosure of all critical accounting policies and estimates of amounts recorded in certain assets, liabilities, revenue and expenses.
21
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices. To help mitigate our risk to rising diesel fuel prices, the Company has an established fuel surcharge program. The detail of the Company’s debt structure is more fully described in Note 5, “Debt and Financing Arrangements,” of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. There have been no material changes to our quantitative and qualitative disclosures about market risk contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The reader should refer to our 2025 Annual Report on Form 10-K for full quantitative and qualitative disclosures about market risk.
Item 4. Controls and Procedures
Quarterly Controls Evaluation and Related CEO and CFO Certifications
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company conducted an evaluation of the effectiveness of the design and operation of its “disclosure controls and procedures” (Disclosure Controls). The Disclosure Controls evaluation was performed under the supervision and with the participation of management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Based upon the controls evaluation, the Company’s CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Disclosure Controls are effective to ensure that information the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
During the period covered by this Quarterly Report on Form 10-Q, there were no changes in internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Attached as Exhibits 31.1 and 31.2 to this Quarterly Report on Form 10-Q are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications.
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported timely. Disclosure Controls are also designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’s Disclosure Controls include components of its internal control over financial reporting which consists of control processes designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements in accordance with U.S. GAAP.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings — For a description of legal proceedings, see Note 3 “Commitments and Contingencies” of the accompanying unaudited condensed consolidated financial statements.
Item 1A. Risk Factors — In addition to the other information included in this report and in our other reports and statements that we file with the SEC, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks discussed in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Other than the following risk factor, which replaces the risk factor titled “We face litigation risks that could have a material adverse effect on the operation of our business,” there have been no material changes to the risk factors identified in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025.
We face litigation risks that could have a material adverse effect on our business.
We face litigation risks regarding a variety of issues, including accidents involving our trucks and employees, workers’ compensation claims, federal and state labor and employment law claims, securities claims, privacy claims, contract claims, environmental liability, and other matters. There has also been an increase in the number of, and potential legal exposure associated with, state law claims asserted against freight brokers from accidents involving motor carriers the freight broker has engaged to haul a shipment, often on the grounds the broker was negligent in selecting the carrier. We could be held liable for personal injury, property damage, and other liabilities arising not only in connection with the trucks we operate, but also from trucks that are operated by contracted and brokered third-party transportation providers. Legal claims could result in the diversion of our management’s time and be disruptive to normal business operations. Costs we incur to defend or settle claims or satisfy a judgment could result in significant expense that may not be covered by insurance or could exceed the amount of that coverage or increase our insurance costs, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
In recent years, several insurance companies have completely stopped offering coverage to trucking companies for automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements and verdicts. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly increase our cost of obtaining such coverage or could subject us to significant liabilities for which no insurance is in place, any of which could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds —
Issuer Purchases of Equity Securities |
|||||||||||
Period |
|
(a) Total |
|
|
(b) Average |
|
|
(c) Total Number |
|
|
(d) Maximum |
July 1, 2026 through |
|
|
|
|
|
|
|
|
|
|
|
July 31, 2026 (2) |
|
590 |
|
|
$351.09 |
|
|
— |
|
|
$— |
August 1, 2026 through |
|
|
|
|
|
|
|
|
|
|
|
August 31, 2026 (3) |
|
480 |
|
|
$360.76 |
|
|
— |
|
|
— |
September 1, 2026 through |
|
|
|
|
|
|
|
|
|
|
|
September 30, 2026 (4) |
|
430 |
|
|
$333.75 |
|
|
— |
|
|
— |
Total |
|
1,500 |
|
|
|
|
|
— |
|
|
|
23
(1) |
Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan are open market purchases. For more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on Form S-8 (No. 333-155805) filed on December 1, 2008. |
|
(2) |
The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of July 1, 2026 through July 31, 2026. |
|
(3) |
The Saia, Inc. Executive Capital Accumulation Plan sold 3,615 shares of Saia stock at an average price of $383.85 during the period of August 1, 2026 through August 31, 2026. |
|
(4) |
The Saia, Inc. Executive Capital Accumulation Plan sold 786 shares of Saia stock at an average price of $353.80 during the period of September 1, 2026 through September 30, 2026. |
|
Item 5. Other Information — During the three months ended September 30, 2026, none of our directors or Section 16 officers
24
Item 6. Exhibits
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
|
|
3.1 |
|
|
|
|
|
3.2 |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101 |
|
The following financial information from Saia, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 (unaudited), (ii) Condensed Consolidated Statements of Operations for the quarters and nine months ended September 30, 2026 and 2025 (unaudited), (iii) Condensed Consolidated Statements of Stockholders’ Equity for the quarters and nine months ended September 30, 2026 and 2025 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 (unaudited), and (v) the Notes to Condensed Consolidated Financial Statements (unaudited). XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
104 |
|
The cover page from Saia’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included as Exhibit 101). |
25
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
SAIA, INC. |
|
|
|
|
|
Date: October 29, 2026 |
|
|
/s/ Matthew J. Batteh |
|
|
|
Matthew J. Batteh |
|
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
|
26
Exhibit 31.1
CERTIFICATION
I, Frederick J. Holzgrefe, certify that:
Date: October 29, 2026
/s/ Frederick J. Holzgrefe |
Frederick J. Holzgrefe |
President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Matthew J. Batteh, certify that:
Date: October 29, 2026
/s/ Matthew J. Batteh |
Matthew J. Batteh |
Executive Vice President and Chief Financial Officer
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Frederick J. Holzgrefe, President and Chief Executive Officer of Saia, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
/s/ Frederick J. Holzgrefe |
Frederick J. Holzgrefe |
President and Chief Executive Officer |
Saia, Inc. |
October 29, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Saia, Inc. and will be retained by Saia, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew J. Batteh, Executive Vice President and Chief Financial Officer of Saia, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
/s/ Matthew J. Batteh |
Matthew J. Batteh |
Executive Vice President and Chief Financial Officer |
Saia, Inc. |
October 29, 2026 |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Saia, Inc. and will be retained by Saia, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.