Quarterly Report for Quarter Ending SEPTEMBER 30, 2025 (Form 10-Q)

Management's Discussion and Analysis ofFinancial 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 2024 audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. 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:

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, 2024, 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 highly correlated to non-service sectors of the general economy. The Company's strategy is to improve profitability by increasing revenue per shipment while also increasing volumes. Components of this strategy include building density in existing geography, and pursuing geographic and terminal expansion in an effort to promote profitable growth while improving our customer value proposition over time. The Company's business is labor intensive, capital intensive and service sensitive. The Company looks for opportunities to improve safety, cost effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives over time have had a positive impact on profitability. The Company continues to execute targeted sales and marketing programs along with initiatives to align costs with volumes and improve customer satisfaction. Technology continues to be an important investment as we work towards improving customer experience, operational efficiencies and Company image.

Third Quarter Overview

The Company's operating revenue was relatively flat in the third quarter of 2025 compared to the same period in 2024. In the third quarter of 2025, LTL shipments per workday were down 1.9 percent. LTL revenue per shipment, excluding fuel surcharge, increased 0.3 percent to $294.35 compared to the prior year quarter.

Consolidated operating income was $118.6 million for the third quarter of 2025 compared to $125.2 million for the third quarter of 2024. These third quarter 2025 results include a real estate gain of $16.4 million and a real estate impairment loss of $1.9 million resulting in a net increase to operating income of $14.5 million. Diluted earnings per share were $3.22 in the third quarter of 2025 compared to diluted earnings per share of $3.46 in the prior year quarter. The operating ratio (operating expenses divided by operating revenue) was 85.9 percent in the third quarter of 2025 compared to 85.1 percent in the third quarter of 2024. Additionally, the net impact of the real estate gain and the real estate impairment loss resulted in a 170 basis point improvement in the operating ratio for the third quarter of 2025. The Company generated $457.7 million in net cash provided by operating activities in the first nine months of 2025 compared with $419.0 million in the same period last year.

General

This Management's Discussion and Analysis describes the principal factors affecting the results of operations, financial condition, liquidity and capital resources, as well as the critical accounting policies and estimates of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia).

Saia is a transportation company headquartered in Johns Creek, Georgia that provides national less-than-truckload (LTL) services through a single integrated organization. While approximately 97 percent of revenue is historically derived from transporting LTL shipments across the contiguous United States, the Company also offers customers a wide range of other value-added services, including non-asset truckload, expedited transportation and logistics services across North America.

Our business is highly correlated to non-service sectors of the general economy. Our business also is impacted by a number of other factors as discussed under "Cautionary Note Regarding Forward-Looking Statements" and Part II, Item 1A. "Risk Factors." The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per shipment and revenue per hundredweight (a measure of yield), whether including or excluding fuel surcharge revenue; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits, purchased transportation, claims and insurance expense, fuel and maintenance; and our ability to match operating costs to shifting volume levels.

Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the quarters ended September 30, 2025 and 2024

(unaudited)

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.

Quarter and nine months ended September 30, 2025 compared to quarter and nine months ended September 30, 2024

Revenue and volume

Consolidated revenue for the quarter ended September 30, 2025 was relatively flat, at $839.6 million compared to $842.1 million for the third quarter of 2024. For the third quarter of 2025, Saia's LTL shipments decreased 1.9 percent to 2.3 million shipments, while LTL tonnage was down 1.5 percent to 1.6 million tons. LTL revenue per shipment, excluding fuel surcharge, increased 0.3 percent to $294.35 for the third quarter of 2025 as a result of changes in business mix and pricing actions. For the third quarter of 2025, approximately 75 percent of the Company's operating revenue was subject to specific customer price negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase. For customers subject to a general rate increase, Saia implemented a 7.9 percent general rate increase on October 21, 2024. Competitive factors, customer turnover and mix changes impact the extent to which customer rate increases are retained over time.

Operating revenue includes revenue recognized from the Company's fuel surcharge program, which is designed to reduce exposure to fluctuations in diesel fuel prices by adjusting total freight charges to account for changes in the price of diesel fuel. The Company's fuel surcharge is generally based on the average national price for diesel fuel (as published by the United States Energy Information Administration) and is typically reset weekly. Fuel surcharges are widely accepted in the industry and are a significant component of revenue and pricing. Fuel surcharges are an integral part of customer contract negotiations, but represent only one portion of overall customer price negotiations, as customers may negotiate increases in base rates instead of increases in fuel surcharges or vice versa. Fuel surcharge revenue as a percentage of operating revenue increased to 15.2 percent for the quarter ended September 30, 2025 compared to 14.8 percent for the quarter ended September 30, 2024, as a result of increases in the average cost of diesel fuel.

For the nine months ended September 30, 2025, operating revenues were $2.4 billion, up 1.0 percent from operating revenues for the nine months ended September 30, 2024 as a result of changes in business mix and pricing actions. Fuel surcharge revenue as a percentage of operating revenue decreased to 15.0 percent for the nine months ended September 30, 2025 compared to 15.3 percent for the nine months ended September 30, 2024, primarily as a result of decreases in the average cost of diesel fuel.

Operating expenses and margin

Consolidated operating income was $118.6 million and adjusted operating income1was $104.1 million in the third quarter of 2025, compared to $125.2 million in the prior year quarter, as a result of lower revenues, increased employee costs, claims and insurance expense and depreciation expenses related to our network expansion. The third quarter of 2025 operating ratio (operating expenses divided by operating revenue) was 85.9 percent, and the adjusted operating ratio1was 87.6 percent compared to an operating ratio of 85.1 percent for the same period in 2024.

Salaries, wages and employees' benefits increased $2.9 million in the third quarter of 2025 compared to the third quarter of 2024. This change was primarily driven by higher employee costs including group health insurance costs, which increased by approximately $7.0 million related to elevated claims activity and average cost of claims, and workers' compensation costs, which increased $2.0 million as a result of the inflationary costs of claims. These increases were partially offset by a decrease in wages as we continue to match hours to volume. Purchased transportation decreased $6.3 million in the third quarter of 2025 compared to the third quarter of 2024 primarily due to a decrease in purchased transportation miles in addition to a decrease in cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $7.0 million in the third quarter of 2025 compared to the third quarter of 2024 largely due to increased information technology costs. Claims and insurance expense in the third quarter of 2025 was $4.3 million higher than the third quarter of 2024 primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $9.4 million in the third quarter of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, our terminal network and technology. Other operating, net decreased $14.2 million in the third quarter of 2025 compared to the third quarter of 2024 due to the gain on disposal of real estate of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.

For the nine months ended September 30, 2025 not adjusting for the net real estate gain recorded in the third quarter of 2025, consolidated operating income was $288.2 million, down 24.3 percent compared to $380.7 million for the nine months ended September 30, 2024. This decrease in consolidated operating income during the first nine months of 2025 was the result of increased labor and depreciation expenses related to our network expansion.

Salaries, wages and benefits increased $69.2 million during the first nine months of 2025 compared to the same period last year primarily driven by a $21.3 million increase in group health insurance costs and a $5.0 million increase in workers' compensation costs, both of which were related to the inflationary costs of claims. Additionally, this increase was driven by a wage increase in July 2024 for all employees, excluding executives, of approximately 4.1 percent and by an increase in average headcount associated with new terminals, largely incurred in the first quarter of 2025. Purchased transportation decreased $2.3 million for the first nine months of 2025 compared to the same period in the prior year primarily due to a decrease in purchased transportation miles and decreased cost per mile for purchased transportation. Fuel, operating expenses and supplies increased $18.1 million during the first nine months of 2025 compared to the same period last year largely due to increased information technology costs, facility costs, vehicle maintenance costs and due to an expanded footprint, a larger base of revenue equipment and network support. These increases were partially offset by decreased fuel costs during the first nine months of 2025. During the first nine months of 2025, claims and insurance expense was $12.4 million higher than the same period last year primarily due to the development of open cases and increased claim activity. Depreciation and amortization expense increased $29.6 million during the first nine months of 2025 compared to the same period in 2024 due to ongoing investments in revenue equipment, our terminal network and technology. Other operating, net decreased $14.2 million for the first nine months of 2025 compared to the same period last year due to the gain on disposal of real estate of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.

Other

Interest expense for the quarter and nine months ended September 30, 2025 was higher than the same periods in 2024 due to interest expense related to higher average balances under our credit arrangements in the current year.

Interest income for the quarter and nine months ended September 30, 2025 was lower than the same periods in 2024 due to decreased average interest-bearing deposit balances in the current year.

The effective tax rate was 24.8 percent and 24.4 percent for the quarters ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, the effective tax rate was 24.8 and 24.2 percent, respectively.

Net income was $86.3 million, or $3.22 per diluted share and $2.81 adjusted diluted earnings per share1, in the third quarter of 2025 compared to net income of $92.7 million, or $3.46 per diluted share, in the third quarter of 2024. Net income was $207.5 million, or $7.75 per diluted share and $7.34 adjusted diluted earnings per share1, for the first nine months of 2025 compared to net income of $286.0 million, or $10.68 per diluted share, for the first nine months of 2024.

Non-GAAP Financial Disclosure and Reconciliation

From time to time we supplement the reporting of our financial information determined under generally accepted accounting principles ("GAAP") with certain non-GAAP financial measures. In this report, these include "adjusted" total operating expenses, "adjusted" operating income, "adjusted" diluted earnings per share and "adjusted" operating ratio. The Company's management believes that certain non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods. The Company's management believes that investors may use these non-GAAP financial measures to evaluate the Company's financial performance without the impact of items that may obscure trends in the Company's underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A gain from the sale of a terminal of $16.4 million and a loss on real estate impairment of $1.9 million was recorded during the third quarter of 2025. This resulted in a decrease in operating expenses and an increase in operating income of $14.5 million, an increase in diluted earnings per share of $0.41 and an improvement of 170 basis points in the operating ratio for the third quarter of 2025. The terminal sale occurred as the result of management's efforts towards expanding door count by replacing a smaller facility with a larger facility better positioned to successfully support the Company's overall strategy. The impairment loss came as a result of management's continued assessment of the recoverability of property and equipment.

Outlook

Our business remains highly correlated to non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including U.S. and global financial and economic conditions, consumer confidence and strength of the U.S. economy, inflation, changes in regulatory conditions and international trade relations, including higher tariffs, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains difficult to predict. The U.S. government has made significant changes in U.S. trade policy, including the imposition of a baseline tariff on product imports from almost all countries and the potential for individualized higher tariffs on certain other countries. These changes in U.S. trade policy and tariffs have decreased demand for our services and could have a material adverse effect on our operating results, including as a result of the possibility of higher inflation, an economic slowdown or general economic uncertainty.

We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas, further expanding our geographic and terminal network, as well as pricing and mix management. On October 1, 2025 and October 21, 2024, Saia implemented 5.9 and 7.9 percent general rate increases, respectively, for customers comprising approximately 25 percent of Saia's operating revenue. The extent of success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under "Cautionary Note Regarding Forward-Looking Statements" and Part II, Item 1A. "Risk Factors."

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy continue to soften, we plan to continue to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is influenced by several factors, including inflation, the cost and availability of drivers, dock workers, and other personnel, as well as expenses related to purchased transportation, diesel fuel and insurance.

Effective October 1, 2025, the Company implemented a market competitive salary and wage increase for all employees, excluding executives. The increase was approximately 3.0 percent, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

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, 2025 was $201.1 million, an increase from $90.7 million at September 30, 2024.

Current assets at September 30, 2025 increased by $59.6 million as compared to September 30, 2024, driven by an increase in income tax receivable of $40.5 million as a result of the reduction of pre-tax income. Current liabilities decreased by $50.8 million at September 30, 2025 compared to September 30, 2024 largely due to a decrease in accounts payable.

A summary of our cash activity is presented below:

Cash flows provided by operating activities were $457.7 million for the nine months ended September 30, 2025 versus $419.0 million for the nine months ended September 30, 2024 largely driven by increased deferred income taxes, increased depreciation and changes in operating assets and liabilities, partially offset by decreased net income. For the nine months ended September 30, 2025, net cash used in investing activities was $454.5 million compared to $868.2 million in the same period last year, a $413.7 million decrease. This decrease resulted primarily from the acquisition of terminals from Yellow Corporation in January 2024. For the nine months ended September 30, 2025, net cash provided by financing activities was $12.8 million compared to $167.5 million during the same period last year, as a result of higher borrowings in the first nine months 2024 to fund capital expenditures.

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 credit arrangements, 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, 2025 and the year ended December 31, 2024 (in millions):

The Company currently anticipates that net capital expenditures in 2025 will be approximately $550 million to $600 million, subject to ongoing evaluation of market conditions. Anticipated capital expenditures for the remainder of the year include normal replacement cycles of revenue equipment, investments in technology and revenue equipment, and real estate investments to support our growth initiatives. Net capital expenditures were $446.1 million in the first nine months of 2025. Approximately $39.1 million of the 2025 remaining capital budget was committed as of September 30, 2025.

Credit Arrangements

Revolving Credit Facility

The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility). On December 9, 2024, the Company entered into an amendment to the Revolving Credit Facility. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company's election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that the applicable margin is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company's consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company's consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at September 30, 2025.

At September 30, 2025 the Company had outstanding borrowings of $118.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. As of December 31, 2024, the Company had outstanding borrowings of $94.0 million and outstanding letters of credit of $32.2 million under the Revolving Credit Facility. At September 30, 2025, the Company had $445.6 million in availability under the Revolving Credit Facility.

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, 2025.

At September 30, 2025 and December 31, 2024, 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, 2025 totaled $152.9 million, including operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Contractual obligations in the form of finance leases were $1.2 million at September 30, 2025, which includes both principal and interest amounts. For the remainder of 2025, $3.4 million of interest payments are anticipated based on borrowings and commitments outstanding at September 30, 2025. See Note 5, "Debt and Financing Arrangements," of the accompanying unaudited condensed consolidated financial statements in this Form 10-Q. Purchase obligations at September 30, 2025 were $39.7 million, including commitments of $39.1 million for capital expenditures. As of September 30, 2025, the Revolving Credit Facility had $118.0 million outstanding principal balance and the Shelf Agreement had $100.0 million outstanding principal balance.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral towards insurance agreements. As of September 30, 2025 the Company had total outstanding letters of credit of $36.4 million and $58.6 million in surety bonds.

The Company has accrued approximately $3.5 million for uncertain tax positions and $0.6 million for interest and penalties related to the uncertain tax positions as of September 30, 2025. At September 30, 2025, the Company has accrued $99.0 million for claims and insurance liabilities.

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, 2024. The reader should refer to our 2024 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.