8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2023

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-49983	48-1229851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11465 Johns Creek Parkway Suite 400
Johns Creek, Georgia		30097
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 232-5067

No Changes.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	SAIA	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐


Item 1.01	Entry into a Material Definitive Agreement

On October 31, 2023, Saia, Inc. (the “Company”), and certain of its subsidiaries, entered into an amendment to its credit agreement dated February 3, 2023, with JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders and agents party thereto (the

“Credit Agreement”). Section 6.09 of the Credit Agreement was amended to allow the Company to include negative pledges and certain other lien restrictions in its unsecured debt agreements so long as the Company and its subsidiaries are permitted to grant liens to secure the Credit Agreement at least on a pari passu basis with such other unsecured debt.

The foregoing description of the amendment to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits

10.1	Amendment No. 1 to Credit Agreement, dated as of October 31, 2023, by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein.

104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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 hereunto duly authorized.



				SAIA, INC.

		Date: November 6, 2023		/s/ Kelly W. Benton
				Kelly W. Benton
				Vice President and Corporate Controller (Principal Accounting Officer)

Exhibit 10.1

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of October 31, 2023, by and among Saia Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under and in connection with that certain Credit Agreement, dated as of February 3, 2023, by and among the Borrower, the other Loan Parties parties thereto, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and

WHEREAS, the Borrower, the other Loan Parties, the Lenders signatory hereto (which constitute the Required Lenders under the Credit Agreement) and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the other Loan Parties, the Lenders party hereto (which constitute the Required Lenders under the Credit Agreement) and the Administrative Agent hereby agree to enter into this Amendment.

1. Amendments to the Credit Agreement.

Effective as of the date hereof, and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a)

Section 6.09 (Restrictive Agreements) of the Credit Agreement is hereby amended to amend and restate clause (vi) thereof in its entirety as follows:

“(vi) the foregoing shall not apply to restrictions and conditions imposed by any agreement relating to unsecured Indebtedness permitted under Section 6.01, to the extent such restrictions (x) are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement (in each case, as determined in good faith by the Borrower) and (y) expressly permit the Borrower and its Subsidiaries to grant Liens to the Administrative Agent to secure the Obligations at least on a pari passu basis with such Indebtedness (including pursuant to a customary “equal and ratable” clause),”

2. Conditions of Effectiveness.

The effectiveness of this Amendment on the date hereof is subject to the conditions precedent that (i) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the other Loan Parties, the Required Lenders and the Administrative Agent, and (ii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ expenses in connection with this Amendment.

3. Representations and Warranties of the Loan Parties.

Each Loan Party hereby represents and warrants as follows:

(a) The execution and delivery by such Loan Party of this Amendment, and the performance by such Loan Party of its obligations under this Amendment and the Credit Agreement as modified hereby, are each within such Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action.

(b) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties were true and correct in all material respects on and as of such prior date, provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof.

4. Reference to and Effect on the Credit Agreement.

(a) This Amendment shall constitute a Loan Document.

(b) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

(c) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed without in any way limiting the foregoing, this Amendment shall not constitute a novation of the Loan Documents.

(d) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Governing Law.

This Amendment shall be construed in accordance with and governed by the law of the State of New York.

6. Headings.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7. Counterparts.

This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Section 9.06 of the Credit Agreement shall apply to this Amendment mutatis mutandis.

[Signature pages follow]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


SAIA, INC., as the Borrower
By:	/s/ Douglas L. Col
	Name: Douglas L. Col
	Title: Executive Vice President, Chief Financial Officer and Secretary


SAIA MOTOR FREIGHT LINE, LLC, as a Loan Party
By:	/s/ Douglas L. Col
	Name: Douglas L. Col
	Title: Executive Vice President, Chief Financial Officer and Secretary


SAIA SALES, LLC, as a Loan Party
By:	/s/ Douglas L. Col
	Name: Douglas L. Col
	Title: Executive Vice President, Chief Financial Officer and Secretary


SAIA TL PLUS, LLC, as a Loan Party
By:	/s/ Douglas L. Col
	Name: Douglas L. Col
	Title: Executive Vice President, Chief Financial Officer and Secretary


LINKEX, INC., as a Loan Party
By:	/s/ Douglas L. Col
	Name: Douglas L. Col
	Title: Executive Vice President, Chief Financial Officer and Secretary