# SAIA INC (SAIA)

Informational only - not investment advice.

CIK: 0001177702
SIC: 4213 Trucking (No Local)
SIC breadcrumb: [Transportation, Communications, Electric, Gas, And Sanitary Services](/division/E/) > [Motor Freight Transportation And Warehousing](/major-group/42/) > [SIC 4213 Trucking (No Local)](/industry/4213/)
Latest 10-K filed: 2026-02-24
SEC page: https://www.sec.gov/edgar/browse/?CIK=1177702
Filing source: https://www.sec.gov/Archives/edgar/data/1177702/000119312526067030/saia-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 3234286000 | USD | 2025 | 2026-02-24 |
| Net income | 255036000 | USD | 2025 | 2026-02-24 |
| Assets | 3482681000 | USD | 2025 | 2026-02-24 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001177702.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  |  |  | 2,792,057,000 | 2,881,433,000 | 3,209,074,000 | 3,234,286,000 |
| Net income | 48,024,000 | 91,129,000 | 104,981,000 | 113,719,000 | 138,340,000 | 253,235,000 | 357,422,000 | 354,857,000 | 362,065,000 | 255,036,000 |
| Operating income | 79,136,000 | 94,710,000 | 141,177,000 | 152,586,000 | 180,321,000 | 335,141,000 | 470,488,000 | 460,496,000 | 482,160,000 | 352,200,000 |
| Diluted EPS | 1.87 | 3.49 | 3.99 | 4.30 | 5.20 | 9.48 | 13.40 | 13.26 | 13.51 | 9.52 |
| Assets | 800,213,000 | 967,315,000 | 1,133,743,000 | 1,415,693,000 | 1,548,774,000 | 1,845,250,000 | 2,174,710,000 | 2,583,565,000 | 3,166,857,000 | 3,482,681,000 |
| Stockholders' equity | 483,052,000 | 582,494,000 | 695,864,000 | 815,226,000 | 961,288,000 | 1,220,333,000 | 1,579,341,000 | 1,941,494,000 | 2,311,271,000 | 2,577,699,000 |
| Cash and cash equivalents | 1,539,000 | 4,720,000 | 2,194,000 | 248,000 | 25,308,000 | 106,588,000 | 187,390,000 | 296,215,000 | 19,473,000 | 19,720,000 |
| Net margin |  |  |  |  |  |  | 12.80% | 12.32% | 11.28% | 7.89% |
| Operating margin |  |  |  |  |  |  | 16.85% | 15.98% | 15.02% | 10.89% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001177702.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 4.10 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 3.67 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | 76,097,000 |  | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 2.85 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 694,622,000 |  | 3.42 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | 91,319,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 775,144,000 |  | 3.67 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 751,132,000 | 89,228,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 754,775,000 | 90,695,000 | 3.38 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 |  | 90,695,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | 102,519,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 823,244,000 |  | 3.83 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 842,103,000 |  | 3.46 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 788,952,000 | 76,103,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 787,575,000 | 49,810,000 | 1.86 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | 49,810,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | 71,391,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 817,115,000 |  | 2.67 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 839,644,000 |  | 3.22 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 789,952,000 | 47,519,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 806,226,000 | 49,869,000 | 1.86 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1177702/000119312526197324/saia-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-30
Report date: 2026-03-31

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:

•
general economic conditions including downturns or inflationary periods in the business cycle;

•
operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;

•
industry-wide external factors largely out of our control;

•
cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;

•
inflationary increases in expenses and corresponding reductions of profitability;

•
cost and availability of diesel fuel and fuel surcharges;

•
cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

•
failure to successfully execute the strategy to expand our service geography;

•
unexpected liabilities resulting from the acquisition of real estate assets;

•
costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;

•
risks arising from remote work, including increased risk of related cybersecurity incidents;

•
failure to keep pace with technological developments;

•
liabilities and costs arising from the use of artificial intelligence;

•
labor relations, including the adverse impact should a portion of our workforce become unionized;

•
cost, availability and resale value of real property and revenue equipment;

•
supply chain disruption and delays on new equipment delivery;

•
changes in U.S. trade policy and the impact of tariffs;

•
capacity and highway infrastructure constraints;

•
risks arising from international business operations and relationships;

•
seasonal factors, harsh weather and disasters caused by climate change;

•
the creditworthiness of our customers and their ability to pay for services;

•
our need for capital and uncertainty of the credit markets;

•
the possibility of defaults under our debt agreements, including violation of financial covenants;

•
inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

•
dependence on key employees;

•
employee turnover from changes to compensation and benefits or market factors;

•
increased costs of healthcare benefits;

•
damage to our reputation from adverse publicity, including from the use of or impact from social media;

11

•
failure to achieve acquisition synergies or disruption to our business due to such acquisitions;

•
the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

•
the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

•
unforeseen costs from new and existing data privacy laws;

•
the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

•
changes in accounting and financial standards or practices;

•
widespread outbreak of an illness or any other communicable disease;

•
international conflicts and geopolitical instability;

•
evolving stakeholder expectations regarding environmental and social issues;

•
government shutdown or failure to fund services;

•
provisions in our governing documents and Delaware law that may have anti-takeover effects;

•
issuances of equity that would dilute stock ownership;

•
weakness, disruption or loss of confidence in financial or credit markets; and

•
other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

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 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.

First Quarter Overview

The Company’s operating revenue increased by 2.4 percent in the first quarter of 2026 compared to the same period in 2025. This increase resulted primarily from an increase in fuel surcharge revenue due to higher diesel fuel prices. Additionally, in the first quarter of 2026, LTL shipments per workday were up 1.0 percent. LTL revenue per shipment increased 0.7 percent to $357.93 compared to the prior year first quarter.

Consolidated operating income was $66.8 million for the first quarter of 2026 compared to $70.2 million for the first quarter of 2025. Diluted earnings per share for the first quarter of both 2026 and 2025 were $1.86. The operating ratio (operating expenses divided by operating revenue) was 91.7 percent in the first quarter of 2026 compared to 91.1 percent in the first quarter of 2025. The Company generated $139.6 million in net cash provided by operating activities in the first three months of 2026 compared with $109.1 million in the same period last year.

12

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 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 March 31, 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

$

806,226

$

787,575

2.4

%

Operating Expenses:

Salaries, wages and employees’ benefits

393,296

389,256

1.0

Purchased transportation

64,328

59,849

7.5

Fuel and other operating expenses

219,606

209,259

4.9

Depreciation and amortization

62,190

59,043

5.3

Operating Income

66,806

70,168

(4.8

)

Operating Ratio

91.7

%

91.1

%

Nonoperating Expense

1,771

4,603

(61.5

)

Working Capital (as of March 31, 2026 and 2025)

170,897

141,906

Cash Flows provided by Operating Activities

139,634

109,073

Net Acquisitions of Property and Equipment

63,724

202,063

Saia LTL Freight Operating Statistics:

Workdays

63

63

LTL Tonnage

1,513

1,545

(2.1

)

LTL Shipments

2,192

2,170

1.0

LTL Revenue per hundredweight

$

25.93

$

24.97

3.8

LTL

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2025 and 2024 results and year-to-year comparisons between 2025 and 2024. Discussions of our 2023 results and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 24, 2025.

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 Annual Report on Form 10-K, 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 Annual Report on Form 10-K 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:

•
general economic conditions including downturns or inflationary periods in the business cycle;

•
operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;

•
industry-wide external factors largely out of our control;

•
cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;

•
inflationary increases in expenses and corresponding reductions of profitability;

•
cost and availability of diesel fuel and fuel surcharges;

•
cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;

•
failure to successfully execute the strategy to expand our service geography;

•
unexpected liabilities resulting from the acquisition of real estate assets;

•
costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;

•
risks arising from remote work, including increased risk of related cybersecurity incidents;

•
failure to keep pace with technological developments;

•
liabilities and costs arising from the use of artificial intelligence;

•
labor relations, including the adverse impact should a portion of our workforce become unionized;

•
cost, availability and resale value of real property and revenue equipment;

•
supply chain disruption and delays on new equipment delivery;

•
changes in U.S. trade policy and the impact of tariffs;

•
capacity and highway infrastructure constraints;

•
risks arising from international business operations and relationships;

•
seasonal factors, harsh weather and disasters caused by climate change;

35

•
the creditworthiness of our customers and their ability to pay for services;

•
our need for capital and uncertainty of the credit markets;

•
the possibility of defaults under our debt agreements, including violation of financial covenants;

•
inaccuracies and changes to estimates and assumptions used in preparing our financial statements;

•
dependence on key employees;

•
employee turnover from changes to compensation and benefits or market factors;

•
increased costs of healthcare benefits;

•
damage to our reputation from adverse publicity, including from the use of or impact from social media;

•
failure to achieve acquisition synergies or disruption to our business due to such acquisitions;

•
the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;

•
the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;

•
unforeseen costs from new and existing data privacy laws;

•
the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;

•
changes in accounting and financial standards or practices;

•
widespread outbreak of an illness or any other communicable disease;

•
international conflicts and geopolitical instability;

•
evolving stakeholder expectations regarding environmental and social issues;

•
government shutdown or failure to fund services;

•
provisions in our governing documents and Delaware law that may have anti-takeover effects;

•
issuances of equity that would dilute stock ownership;

•
weakness, disruption or loss of confidence in financial or credit markets; and

•
other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.

These factors and risks are described in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K.

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-K. 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 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.

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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.

The Company’s operating revenue increased by 0.8 percent in 2025 compared to 2024. The increase was a result of increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business. Pricing actions, which included 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively, for customers subject to general rate increases, were largely offset by slightly lower shipment volumes.

Consolidated operating income decreased to $352.2 million for 2025 compared to $482.2 million in 2024. The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs. These increases were partially offset by increased revenue of $25.2 million, year over year.

The Company generated $595.0 million in net cash provided by operating activities in 2025 versus $583.7 million in 2024. The Company used $552.5 million of net cash in investing activities during 2025 compared to $1,035.9 million during 2024.

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). This discussion should be read in conjunction with the accompanying audited consolidated financial statements which include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.

Saia is a transportation company headquartered in Johns Creek, Georgia that provides less-than-truckload (LTL) services through a single integrated organization. While approximately 97% of its revenue is derived from transporting LTL shipments across the United States, the Company also offers customers a wide range of other value-added services, including brokered truckload and 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 I, 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.

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Results of Operations

Saia, Inc. and Subsidiaries

Selected Results of Operations and Operating Statistics

For the years ended December 31, 2025 and 2024

(in thousands, except ratios, workdays, revenue per hundredweight,

revenue per shipment, pounds per shipment and length of haul)

Percent

Variance

2025

2024

'25 v. '24

Operating Revenue

$3,234,286

$3,209,074

0.8

%

Operating Expenses:

Salaries, wages and employees’ benefits

1,579,793

1,487,847

6.2

Purchased transportation

234,595

237,306

(1.1)

Fuel and other operating expenses

819,125

791,656

3.5

Depreciation and amortization

248,573

210,105

18.3

Operating Income

352,200

482,160

(27.0)

Operating Ratio

89.1%

85.0%

Non-operating (Income) Expenses, Net

14,811

6,152

140.8

Working Capital (as of December 31, 2025 and 2024)

169,172

157,409

Net Acquisitions of Property and Equipment

544,128

1,040,863

Saia LTL Freight Operating Statistics:

Workdays

253

254

LTL Tonnage

6,161

6,037

2.1

LTL Shipments

8,929

8,988

(0.7)

LTL Revenue per hundredweight

$25.50

$25.89

(1.5)

LTL Revenue per hundredweight, excluding fuel surcharges

$21.58

$21.90

(1.5)

LTL Revenue per shipment

$351.99

$347.81

1.2

LTL Revenue per shipment, excluding fuel surcharges

$297.79

$294.23

1.2

LTL Pounds per shipment

1,380

1,343

2.8

LTL Length of haul

897

891

0.7

Year ended December 31, 2025 as compared to year ended December 31, 2024

Revenue and volume

Consolidated revenue increased 0.8 percent to $3.2 billion primarily due to increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business. Positive pricing actions were largely offset by slightly lower shipment volumes. Saia’s LTL tonnage increased 2.1 percent while LTL shipments decreased 0.7 percent for 2025. Overall LTL revenue per shipment, excluding fuel surcharges, increased 1.2 percent in 2025 as a result of pricing actions. For 2025 and 2024, approximately 75 percent of Saia’s operating revenue was subject to specific customer price adjustment negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase which is based on market conditions. For customers subject to general rate increases, Saia implemented 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively. Competitive dynamics, customer turnover and changes in shipment mix, among other things, may limit our ability to retain customer rate increases over time.

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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 remained flat at 15.0 percent of operating revenue in 2025 compared to 15.0 percent in 2024.

Operating expenses and margin

Consolidated operating income decreased to $352.2 million in 2025 compared to $482.2 million in 2024. The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs. These increases were partially offset by increased revenue of $25.2 million, year over year. The 2025 operating ratio (operating expenses divided by operating revenue) was 89.1 percent as compared to 85.0 percent in 2024.

Salaries, wages and employees’ benefits expense increased $91.9 million in 2025 compared to 2024. This increase was driven by increased group health insurance costs of $37.3 million related to the inflationary costs of claims. This increase also reflects Company-wide wage increases of approximately 3% in October 2025 and 4.1% in July 2024 for all employees other than executives as well as higher average head count associated with new terminal openings, most of which occurred during the first quarter of 2025. Purchased transportation expense decreased $2.7 million in 2025 compared to 2024 primarily due to a decrease in purchased transportation miles and decreased cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $25.3 million primarily driven by increased information technology costs associated with network optimization and support. This increase also reflects higher facility and vehicle maintenance costs resulting from our expanded geographic footprint and larger base of revenue equipment. Claims and insurance expense in 2025 was $15.1 million higher than 2024 largely due to the development on open cases and increased cost per claim. The Company experiences volatility in claims and insurance expenses from time to time as a result of utilizing self-insurance as a part of its risk management program. Depreciation and amortization expense increased $38.5 million in 2025 compared to 2024 primarily due to ongoing investments in revenue equipment, our terminal network and technology. Operating (gains) losses, net decreased $16.9 million in 2025 compared to 2024 due to a gain on the sale of a terminal of $16.4 million, partially offset by a real estate impairment loss of $1.9 million.

Other

Interest expense in 2025 was $7.5 million greater than 2024 due to increased average borrowings under the credit arrangements in 2025. Interest income in 2025 was $0.9 million less than 2024 due to decreased average deposit balances during the period. The effective income tax rate was 24.4 and 23.9 percent for the years ended December 31, 2025 and 2024, respectively.

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 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 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 and further expanding our geographic and terminal network. On October 1, 2025, Saia implemented a 5.9 percent general rate increase for customers comprising approximately 25 percent of Saia’s

39

operating revenue. 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 I, Item 1A., “Risk Factors.”

Effective October 2025, the Company implemented a salary and wage increase of approximately 3.0 percent for all of its employees, excluding executives. The total cost of the compensation increase is expected to be approximately $34.9 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.

The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through its geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy soften, the Company plans to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors. These factors include the cost and availability of personnel and purchased transportation and the cost of diesel fuel, claims and insurance and other inflationary factors.

See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our financial condition, results of operation, cash flows and prospects.

Accounting Pronouncements Adopted in 2025

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under this ASU, income tax disclosures are expanded primarily by requiring the disaggregation of the rate reconciliation and income taxes paid disclosures. This standard is effective for annual reporting periods beginning after December 15, 2024. The Company adopted the standard on a retrospective basis for the 2025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Under this ASU, entities are required to disclose additional disaggregated information related to certain expense captions included in the Consolidated Statements of Operations. This standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." Under this ASU, a practical expedient is provided that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset for current accounts receivable and current contract assets. This standard is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." Under this ASU, all references to prescriptive and sequential software development stages are eliminated and capitalization of software costs is required to start when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for annual reporting periods beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

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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 and Capital Expenditures

Working capital at December 31, 2025 was $169.2 million compared to $157.4 million at December 31, 2024. This increase is primarily due to an increase in accounts receivable of $9.2 million and a decrease in accounts payable of $7.1 million, partially offset by a decrease in income taxes receivable of $11.6 million.

A summary of our cash flows is presented below:

Years ended

2025

2024

(in thousands)

Cash and cash equivalents, beginning of year

$19,473

$296,215

Net Cash flows provided by (used in):

Operating activities

594,973

583,702

Investing activities

(552,522)

(1,035,864)

Financing activities

(42,204)

175,420

Net Increase (Decrease) in Cash and Cash Equivalents

247

(276,742)

Cash and cash equivalents, end of year

$19,720

$19,473

Cash flows from operating activities were $595.0 million for 2025 versus $583.7 million for 2024 largely driven by changes in other assets and liabilities, and increased depreciation and amortization, partially offset by net gains from property disposals. For 2025, net cash used in investing activities was $552.5 million versus $1,035.9 million in 2024 primarily due to the acquisition of terminals from Yellow Corporation in January 2024 as well as decreased revenue equipment acquisitions in 2025 compared to 2024. Net cash used in financing activities was $42.2 million in 2025 versus $175.4 million provided by financing activities in 2024 as a result of higher borrowings to fund capital expenditures during 2024.

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. As of December 31, 2025, the Company has $500.6 million of availability under its Revolving Credit Facility and $250 million of uncommitted financing under the Company's Private Shelf Agreement, subject to certain conditions. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable as well as wage and benefit accruals. The Company was in compliance with its debt covenants at December 31, 2025.

Net capital expenditures pertain primarily to investments in tractors, trailers, other revenue equipment, information technology as well as land and structures. Projected net capital expenditures for 2026 are expected to be $350 million to $400 million compared to 2025 net capital expenditures of $544.1 million. Estimated 2026 capital expenditures include a normal replacement cycle of revenue equipment and technology investments for our operations, and additional revenue equipment and real estate investments to support our growth initiatives.

See “Cautionary Note Regarding Forward-Looking Statements” and Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance and financial condition.

41

Net capital expenditures are summarized in the following table (in millions):

Years ended

2025

2024

2023

Land and structures:

Additions

$208.2

$504.0

$267.3

Sales

(19.5)

(0.2)

(0.1)

Revenue equipment, net

312.0

473.1

133.3

Technology and other

43.4

64.0

36.7

Total

$544.1

$1,040.9

$437.2

In addition to the amounts disclosed in the table above, the Company had an additional $10.5 million in capital expenditures for revenue equipment that was received but not paid for prior to December 31, 2025.

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, 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 December 31, 2025.

At December 31, 2025, the Company had outstanding borrowings of $63.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At December 31, 2024, the Company had $94.0 million of outstanding borrowings and outstanding letters of credit of $32.2 million under the Revolving Credit Facility.

See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on 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

42

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 December 31, 2025.

At December 31, 2025 and 2024, the Company had outstanding notes under the Shelf Agreement of $100.0 million.

See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Shelf Agreement.

Finance Leases

The Company is obligated under finance leases with seven-year terms for revenue equipment totaling $1.0 million and $6.3 million as of December 31, 2025 and 2024, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at December 31, 2025 and 2024 were 3.53% and 4.09%, respectively.

Contractual Obligations

Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the credit arrangements. Contractual obligations for operating leases at December 31, 2025 totaled $168.2 million. This includes 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 $1.0 million at December 31, 2025, which include both principal and interest components. Purchase obligations at December 31, 2025 were $14.8 million. As of December 31, 2025 the Revolving Credit Facility had a $63.0 million outstanding principal balance and the Shelf Agreement had a $100.0 million outstanding principal balance. See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the credit arrangements.

Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral under insurance agreements. As of December 31, 2025 the Company had total outstanding letters of credit of $36.4 million and $58.4 million in surety bonds.

In addition to any principal amounts disclosed, the Company has interest obligations of approximately $10.7 million for 2026, based on borrowings and commitments outstanding at December 31, 2025.

The Company has accrued approximately $3.0 million for uncertain tax positions and accrued interest and penalties of $0.4 million related to the uncertain tax positions as of December 31, 2025.

At December 31, 2025, the Company has $125.1 million accrued for claims, insurance and other liabilities.

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Critical Accounting Policies and Estimates

The Company makes estimates and assumptions in preparing the consolidated financial statements that affect reported amounts and disclosures therein. In the opinion of management, the accounting policies that generally have the most significant impact on the financial position and results of operations of the Company include:

•
Claims and Insurance Accruals.

o
Description: The Company is self-insured for certain levels of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health claims.

o
Judgments and Uncertainties: Claims and insurance accruals for these claims 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.

o
Sensitivity of Estimate to Change: These accruals could be significantly affected if the actual costs of these claims differ from the estimates and assumptions used to establish the accruals. A significant number of these claims typically take several years to develop and even longer to ultimately settle. These accruals have been reasonably accurate over time; however, changes to estimates and assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in these accruals. A 100 basis point change in our loss development factors would result in an immaterial change in the claims and insurance accruals. There have been no material changes in the development factors for the year ended December 31, 2025.

•
Revenue Recognition and Related Allowances.

o
Description: Revenue is recognized over the transit time of the shipment as it moves from origin to destination while expenses are recognized as incurred. Estimates included in the recognition of revenue and accounts receivable include estimates related to shipments in transit and estimates of future adjustments to revenue and accounts receivable for billing adjustments and collectability.

o
Judgments and Uncertainties: Revenue is recognized in a systematic process whereby estimates related to shipments in transit are based upon actual bills of lading received near period end and the estimated percentage of completion of the service at period end. Estimates for credit losses and billing adjustments are based upon historical experience.

o
Sensitivity of Estimate to Change: Since the cycle for pick-up and delivery of shipments is generally one to five days, typically less than ten percent of a total month’s revenue is in transit at the end of any month. Estimates included in the recognition of revenue and accounts receivable are continuously evaluated and updated; however, changes in economic conditions, customer creditworthiness, pricing arrangements and other factors may significantly impact these estimates.

•
Depreciation of Assets.

o
Description: Under the Company’s accounting policy for property and equipment, management establishes depreciable lives and salvage values for the Company’s revenue equipment (tractors and trailers) based on their estimated useful lives and estimated residual values to be received when the equipment is sold or traded in. These estimates are routinely evaluated and updated when circumstances warrant.

o
Judgments and Uncertainties: Selecting the appropriate accounting method for depreciation requires management judgment, as there are multiple acceptable methods that are in accordance with U.S. generally accepted accounting principles, including straight-line, declining-balance, and sum-of-the-years' digits. The Company depreciates property and equipment on straight-line and declining-balance bases over the estimated useful lives of the assets. The Company believes these methods properly spread the costs over the useful lives of the assets. Factors affecting estimated useful lives and residual values of property and equipment may include estimating loss, damage, obsolescence, and Company policies around maintenance and asset replacement.

44

o
Sensitivity of Estimate to Change: Actual useful lives and residual values could differ from these assumptions based on market conditions and other factors, thereby impacting the estimated amount or timing of depreciation expense. See Note 1, "Description of Business and Summary of Accounting Policies" of the accompanying audited Consolidated Financial Statements, for discussion of the effects of changes to judgments related to depreciation expense for the year ended December 31, 2025.

These accounting policies and others are described in further detail in the Notes to the audited Consolidated Financial Statements included in this Form 10-K.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the consolidated financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.
