Saia

Strategic investments—including over a billion-dollars in
infrastructure, equipment, workforce development, and 21
new terminals—have strengthened our customer-first service
and positioned us for future growth. Insights from our latest
engagement survey shape our efforts to support employees, while
our focus on safety remains a core pillar of our success.
Saia’s century-long legacy is built on people. As we look ahead,
our team’s dedication will drive us forward as we continue
delivering excellence for the next 100 years.
Saia celebrated 100 years of delivering excellence in 2024. Our commitment to our employees,
our customers and our communities fueled unprecedented growth. With a team of over 15,000,
we’ve expanded our network, now offering direct service to all 48 contiguous states and are
proud to be a leading nationwide carrier. We’ve also invested in safety and continued to measure
customer satisfaction through our “Customer First Scorecard.”
A CENTURY STRONG
In 2024, to commemorate our 100th anniversary, we launched two
mobile museums that toured the country making stops at 150 of our
terminals and other events. Employees and customers were able
to step into a real Saia truck and experience the company’s history
through interactive artifacts. Visitors could also sit behind the wheel of
an action-packed simulator to learn what it’s like to be a Saia driver.
DRIVEN BY OUR PEOPLE

STRENGTH IN OUR PEOPLE
At Saia, our people define our success. Their dedication,
expertise, and commitment to our mission drive our continued
growth, and in 2024, we saw that reflected in record employee
engagement. Participation in our latest employee survey reached
a record high of 86%, with over 12,500 team members sharing
their feedback. Notably, employees expressed strong confidence
in Saia’s future, our mission, and our customer focus—with
scores exceeding 75%. Additionally, 85% felt their work
contributes to Saia’s success.
We owe much of our success to our investment in people,
who form the backbone of our expanding business. Truly, our
employees are our greatest asset, consistently demonstrating
remarkable dedication to the company, our customers, and safety.
We are proud to be recognized once again as a Top Company
for Women to Work for in Transportation by Women In Trucking,
reinforcing our commitment to fostering an inclusive and
rewarding workplace.
Through strategic investments in our people, we continue
to strengthen a culture of safety and excellence. In 2024, we
COMPETITIVE
COMPENSATION
BEST-IN-CLASS
BENEFITS
RECOGNITION
PROGRAMS
recognized over 8,000 employees for their commitment to
accident-free work, including 172 new million-mile ring earners
and 242 drivers adding diamonds for continued achievements.
Additionally, 54 employees received watches, and 40 added
diamonds to celebrate career-long safety milestones.
For the second year, we included our mechanics and dock teams,
awarding 110 employees for working five years, injury-free,
and 56 employees for a decade of injury-free service. These
milestones reflect the dedication of our team and the values that
drive Saia forward—positioning us for another century of industry
leadership as a nationwide carrier.
2024
8,000
Drivers, Dockworkers
& Mechanics
SAFE SERVICE
GETS REWARDED
WE CONSISTENLY INVEST IN OUR EMPLOYEES THROUGH:

LIVING OUR
CORE VALUES
Since their creation, our core values—Customer First, Safety, Taking Care of Each Other, Do
the Right Thing, Dignity and Respect, and Community—have shaped everything we do. As we
celebrated our 100th anniversary in 2024, these values have enabled us to expand into new
territories, strengthen our nationwide presence, and invest over a billion dollars in our future.
Our core values keep us
grounded and drive us
forward, motivating us to
offer outstanding customer
service, recognize and support
our fantastic team members,
and actively contribute to the
communities that sustain us.
In 2024, our Community value was highlighted through
partnerships with Wreaths Across America (WAA) and
Toys for Tots. Alongside a corporate donation, we hosted
a network-wide toy drive, helping thousands of children
receive gifts. Reno, Nevada City Driver Cole Hornback
and El Paso, Texas Team Line Driver Christian Fournier
represented Saia during the weeklong journey from Maine
to Arlington National Cemetery for WAA, where they
helped honor fallen service members.
At Saia, we’re more than a growing national LTL carrier—
we’re a committed community partner, working to make
a lasting impact wherever we operate.

891 MILES
AVG LENGTH OF HAUL
48
STATES SERVED
~15K
EMPLOYEES
$3.2B
IN REVENUE
214
TERMINALS
85%
OPERATING RATIO

DEAR FELLOW
STOCKHOLDER
We are pleased to report that Saia’s 2024 financial results were
among the best in our 100-year history. Revenue reached a
record $3.2 billion, an 11.4% increase from 2023. This success
is the result of the tremendous effort of our dedicated team. Our
employees continue to inspire, dedicating themselves to our
mission of delivering industry-leading service for our customers.
In addition, our full-year operating ratio was 85.0% while our
earnings per share were $13.51.
We continued expanding our coverage in both new and existing
markets, opening 21 new terminals in 14 states, a company
record. These openings brought us to 214 terminals at the
end of 2024. Our expansion reflects our continued dedication
to investing in key markets and building strong connections,
meeting the evolving needs of shippers nationwide.
In tandem with our 100th anniversary, we also made over
$1 billion in capital investments in real estate, equipment and
technology - underscoring our dedication to growth, safety,
innovation, efficiency and customer service. Indeed, over the
past five years, we have invested more than of $2 billion in capital
expenditures, and we anticipate capital expenditures to be in
excess of $700 million in 2025.
As our network grew, so did our team. Last year, we added more
than 1,300 new employees, a 9.3% increase year-over-year. Saia’s
ongoing investment in its workforce is central to the company’s
growth strategy, in addition to providing numerous opportunities
for employment in communities across the country.
In 2024, we proudly
celebrated our 100th
anniversary, reflecting on
the remarkable journey that
established Saia as one of
North America’s leading
transportation companies.

1300
21
332
NEW EMPLOYEES
NEW TERMINALS
SAIA DRIVER
ACADEMY GRADUATES
a 9.3% year-over-year increase.
We are also excited about the accolades our team members
continue to receive. Two of our leaders - Engineering and
Strategic Analytics Manager Heather Shirazi and Director
of Revenue Management Sarmona Miller - were named to
Redefining the Road magazine’s list of 2024 “Top Women to
Watch in Transportation.” Looking ahead, we remain committed to
attracting, developing, and retaining top-tier talent. For instance,
our Driver Academy program is a key initiative for training
professional drivers, boasting 332 graduates in 2024.
As Saia continues to drive forward, the road ahead is promising.
Our dedication to evolving, without losing sight of our core values
and of providing customer-first service and reliability, will surely
pave the way for another century of success. We are steadfast
in our mission: to safely drive our customers’ success through
custom solutions built on the three pillars of our service-focused
values: people, purpose, and performance.
We look forward to further strengthening our position as an
industry leader and continuing our tradition of growth and
excellence into the next century.
Thank you for your continued support.

[THIS PAGE INTENTIONALLY LEFT BLANK]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-49983
Saia, Inc.
(Exact name of registrant as specified in its charter)
Delaware
48-1229851
(State of Incorporation)
(I.R.S. Employer
Identification No.)
11465 Johns Creek Parkway, Suite 400
Johns Creek, Georgia
30097
(Address of Principal Executive Offices)
(Zip Code)
(770) 232-5067
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.001 per share
SAIA
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $12,611,329,837 based on the
last reported sales price of the common stock as reported on the National Association of Securities Dealers Automated Quotation System National Market System.
The number of shares of Common Stock outstanding as of February 18, 2025 was 26,628,578.
Documents Incorporated by Reference
Portions of the definitive Proxy Statement to be filed within 120 days of December 31, 2024, pursuant to Regulation 14A under the Securities Exchange Act
of 1934 for the Annual Meeting of Stockholders to be held April 24, 2025, have been incorporated by reference into Part III of this Form 10-K.
Auditor Name:
KPMG LLP
Auditor Location:
Atlanta, Georgia, United States
Auditor Firm ID:
185

2
SAIA, INC. AND SUBSIDIARIES
INDEX
Page
PART I.
Item 1.
Business.............................................................................................................................................
3
Additional Information......................................................................................................................
10
Executive Officers of the Registrant .................................................................................................
11
Item 1A.
Risk Factors.......................................................................................................................................
12
Item 1B.
Unresolved Staff Comments .............................................................................................................
27
Item 1C.
Cybersecurity ....................................................................................................................................
27
Item 2.
Properties...........................................................................................................................................
28
Item 3.
Legal Proceedings .............................................................................................................................
28
Item 4.
Mine Safety Disclosures....................................................................................................................
29
PART II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities .............................................................................................................................
30
Item 6.
[Reserved] .........................................................................................................................................
33
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ...........
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk..........................................................
44
Item 8.
Financial Statements and Supplementary Data.................................................................................
45
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........
69
Item 9A.
Controls and Procedures....................................................................................................................
69
Item 9B.
Other Information..............................................................................................................................
70
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections..............................................
70
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance................................................................
71
Item 11.
Executive Compensation...................................................................................................................
71
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ............................................................................................................................................
71
Item 13.
Certain Relationships and Related Transactions, and Director Independence..................................
72
Item 14.
Principal Accountant Fees and Services ...........................................................................................
72
PART IV.
Item 15.
Exhibits, Financial Statement Schedules ..........................................................................................
73
Item 16.
Form 10-K Summary ........................................................................................................................
77
Signatures..........................................................................................................................................
78

3
PART I.
Item 1. Business
Overview
Saia, Inc., through its wholly-owned subsidiaries, is a transportation company headquartered in Johns Creek,
Georgia (Saia, Inc. together with its subsidiaries, the Company or Saia). We provide less-than-truckload (LTL)
services through a single integrated organization. While more than 97% of our revenue is derived from transporting
LTL shipments, we also offer customers a wide range of other value-added services, including non-asset truckload,
expedited and logistics services across North America.
Founded in 1924, Saia Motor Freight Line, LLC (Saia LTL Freight), a wholly-owned subsidiary of Saia, Inc.,
is a leading LTL carrier that provides direct service to the 48 contiguous states and provides LTL services to Canada
and Mexico through relationships with third-party interline carriers. Saia LTL Freight specializes in offering its
customers a range of LTL services including time-definite and expedited options. Saia LTL Freight primarily provides
its customers with solutions for shipments between 100 and 10,000 pounds.
As of December 31, 2024, Saia LTL Freight operated a network comprised of 214 owned and leased terminals,
plus three general offices and one warehouse. At December 31, 2024, Saia LTL Freight owned approximately 6,600
tractors and 26,200 trailers, including equipment acquired with finance leases.
Over the past five years, Saia has invested in excess of $2 billion in capital expenditures, primarily for real
estate, revenue equipment and technology. The real estate investments have been made to support Saia’s long-term
strategy of expanding our footprint in both new and existing markets in order to be closer to our customers and support
our goals to gain market share. Equipment and technology investments have been made to support this growth as well
as improve our fleet. The investments have provided us improved fuel economy, enhanced safety features across the
fleet and reduced carbon emissions. We have also made investments in technology to support our growth, including
investments in network optimization, data analytics around operations and profitability, customer service, training and
business processes.
In January 2024 Saia closed on the purchase of 17 freight terminals and acquired leases for an additional 11
terminals through the Chapter 11 bankruptcy proceedings of Yellow Corporation. Over time Saia intends to integrate
these terminals into its network to allow for more direct service to the customer.
In 2024, Saia generated revenue of $3.2 billion and operating income of $482.2 million compared to revenue of
$2.9 billion and operating income of $460.5 million in 2023. In 2024, the average Saia LTL Freight shipment weighed
approximately 1,343 pounds and traveled an average distance of approximately 891 miles. In 2023, the average Saia
LTL Freight shipment weighed approximately 1,386 pounds and traveled an average distance of approximately 894
miles.
Industry
The trucking industry consists of three segments: a private fleet segment and two “for-hire” carrier segments.
The private fleet segment consists of fleets owned and operated by shippers who move their own goods. The two “for-
hire” carrier segments, truckload and LTL, are defined by the typical shipment sizes handled by the transportation
service companies. Truckload refers to providers generally transporting shipments greater than 10,000 pounds and
LTL refers to providers generally transporting shipments less than 10,000 pounds. Saia is primarily an LTL carrier.
In addition to the three main trucking segments, Saia also competes with small package carriers, final mile delivery
services, railroads, air freight carriers, third party logistics providers and other emerging digital competitors.
LTL carriers typically pick up numerous shipments, generally ranging from 100 to 10,000 pounds, consolidate
them at local carrier-operated freight terminals and then transport the shipments from the terminal to the carrier-
operated destination terminal for delivery to the ultimate destination. As a result, LTL carriers require expansive

4
networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight
between the local terminals.
The truckload segment is the largest portion of the “for-hire” carrier market. Truckload carriers primarily
transport large shipments from origin to destination with no intermediate handling.
Because truckload carriers do not require an expansive network to provide point-to-point service, the overall
cost structure of truckload carriers is typically lower and more variable relative to LTL carriers. However, the lack of
a network can subject their drivers to extended periods away from home, often resulting in higher driver turnover and
periodic driver shortages. The truckload segment is comprised of several major carriers and numerous small
entrepreneurial players. At the most basic level, a truckload carrier can be started with capital for rolling stock (a
tractor and a trailer), insurance, a driver and little else. As truckload carriers become larger in scale, capital is needed
for technology, infrastructure and some limited facilities. Saia LTL Freight may participate in the truckload market as
a means to fill empty miles in lanes that are not at capacity. Saia also offers its customers the truckload and expedited
offerings of its non-asset operations.
Capital requirements are significantly higher in the traditional LTL segment versus the truckload segment. In
the LTL sector, substantial amounts of capital are required for a network of freight terminals, shipment handling
equipment and revenue equipment (both for city pick-up, delivery and linehaul). In addition, investment in technology
has become increasingly important in the LTL segment largely due to the number of transactions and number of
customers served on a daily basis. Saia LTL Freight picks up approximately 35,000 shipments per day, each of which
has a shipper and consignee, and sometimes a third-party payor, all of whom need access to information in a timely
manner. In addition to customer service, technology plays a key role in improving operations efficiency and
compliance, safety and revenue management. As a result of the significant infrastructure required to operate an LTL
carrier, the LTL segment is more concentrated than the truckload segment with the largest LTL players operating
nationally or in regional markets. Driver turnover in the LTL sector is significantly lower relative to the truckload
sector, although LTL carriers also face periodic driver shortages.
Business Strategy
Saia has grown historically through a combination of organic growth and geographic integration or “tuck-in”
acquisitions of smaller trucking and logistics companies. In recent years, Saia has largely grown through organic
growth, which it intends to continue going forward.
Key elements of our business strategy include:
Continue to focus on operating safely.
Our most valuable resource is our employees. It is a corporate priority to continuously emphasize the importance
of safe operations to reduce both the frequency and severity of injuries and accidents. As part of our ongoing
replacement and growth of our tractor fleet, we have been adding accident avoidance technology over the last several
years in our new over-the-road tractors, including active braking assistance, adaptive cruise control, lane departure
warning systems and roll stability control. This emphasis on safe operations is important to protecting our employees
and the communities in which we operate. A safety first focus has the added benefit of helping to control inflationary
insurance costs.

5
Manage pricing and business mix.
This element of our business strategy involves managing both the price we charge for our services and the mix
of freight we transport to operate our network more profitably. Expansion of our geographic footprint and
improvement in our service offering over the last several years has allowed the Company to provide unique solutions
to our customers which has lead to increases in revenue per shipment, excluding fuel surcharges.
Increase density in existing geographies.
We gain operating leverage by growing volume and density within our existing geography. Depending on
pricing and the specific geography, we estimate that the potential incremental profitability on growth in current
markets can be significant. We actively monitor opportunities to add freight terminals where there is sufficient market
potential. Future volume growth at Saia could result from improvements in the general economy, industry
consolidation, geographic expansion and strategic acquisitions, as well as specific sales and marketing initiatives.
Continue to focus on delivering best-in-class service.
The foundation of Saia’s growth strategy is consistent delivery of high quality service through on-time delivery
and reduced claims for lost and damaged freight. Customers value commitment to service quality, which allows us to
charge fair compensation for our services and positions us to improve market share.
Continue to focus on improving operating efficiencies.
We have operating initiatives focused on continuing to improve efficiency, including optimizing our linehaul
scheduling and pick-up and delivery operations. These initiatives help offset a variety of structural cost increases like
wages, healthcare benefits, casualty insurance, workers’ compensation claims, casualty claims and parts and
maintenance expense. Optimizing our linehaul scheduling and pick-up and delivery operations provides the
opportunity to better utilize assets and thus reduce fuel consumption and carbon emissions. We believe we continue
to be well positioned to manage costs, utilize assets and explore additional opportunities for cost savings.
Continue growing the organization through an expanded geographic terminal footprint.
We plan to further pursue geographic expansion and build additional density in markets to promote profitable
growth and improve our customer value proposition over time. As a result, we plan to continue to invest in new
terminals, in our tractor and trailer fleet and in new technology to enable us to efficiently handle the increased volume
we anticipate within new and existing markets. In addition to direct expansion through adding new terminals, we may
consider acquisitions from time to time to help expand geographic reach and density while gaining the business base
of the acquired entity.
Continue to address environmental and employee relations.
We are dedicated to building on our strong, positive culture by being a leading corporate citizen for the benefit
of our customers, employees, communities and stockholders. In recent years, we have invested heavily in our tractor
and trailer fleet to improve fuel efficiency and reduce carbon emissions, while also improving safety and reliability
and lowering maintenance expenses. We are also working to optimize our linehaul scheduling and pick-up and
delivery operations to better utilize our assets and thus further improve fuel consumption and carbon emissions. We
are conducting pilot programs involving the use of alternative fuels for our operations, including testing of tractors
powered by compressed natural gas and electricity. We have procedures that are designed to reduce the risk of spills
of hazardous materials that we transport and to quickly and efficiently react to any environmental incidents. At our
terminals, we have implemented electricity-saving procedures, and we have conservation initiatives in place to recycle
used oil, scrap metal, paper, tires and batteries. Additionally, we are using best practices of including green initiatives
where possible in our newly constructed terminals.
Based on the most recently available rankings, for 2023, Saia continued to maintain high marks in the EPA’s
SmartWay Carrier Performance Rankings for LTL carriers for carbon dioxide, nitrogen oxide and particulate matter
emissions per ton-mile. We have also participated in the EPA’s SmartWay Program since 2006, which assists

6
companies with advancing supply chain sustainability by measuring, benchmarking and improving freight
transportation efficiency.
We are focused on maintaining strong relationships with our employees. We invest in our employees through
training
and
professional
development
programs,
safety
training,
wellness
programs,
internal
employee
communications and employee recognition programs, along with providing competitive wages and employee benefit
programs.
Seasonality
Our revenues are subject to seasonal variations. Customers tend to reduce shipments after the winter holiday
season, and our operating expenses tend to be higher as a percent of revenue in the winter months primarily due to
lower capacity utilization and weather effects. Generally, the first quarter is the weakest quarter while the second and
third quarters are the strongest quarters in terms of revenue and profit. Quarterly profitability is also impacted by the
timing of salary and wage increases and general rate increases, which have varied over the years.
Human Capital
We believe our success depends on the strength of our workforce. Our Executive Vice President and Chief
Human Resources Officer, reporting to our President and Chief Executive Officer, is responsible for developing and
executing our human capital strategy. These responsibilities include recruiting, hiring, training and retention, as well
as the development of our compensation and benefits programs.
Our mission is to safely drive our customers' success with custom solutions built on the three pillars of our
service-focused values: people, purpose and performance. Our core values place the Customer First as they are the
heart of the business. Safety is a unifying fundamental behavior and practice that supports our Company’s purpose
and goals. Taking Care of Each Other is rooted in our leadership team caring for our employees and our employees
caring for each other. Every employee deserves to be treated with Dignity and Respect. Our emphasis to Do the Right
Thing focuses on making the ethical choice. Ultimately, we seek and embrace our responsibility to the Community
where we live and operate.
Our nearly 15,300 union-free employees are comprised of about 50% licensed commercial drivers, about 25%
dock workers (approximately one-quarter of whom are part-time) and the remaining 25% work in sales, technology
and administration to support our business. Approximately 88% of our workforce is male. Approximately 49% of our
employees have self-identified as Hispanic or Latino, Native American, Pacific Islander, Asian, Black or African
American, or of two or more races. Additionally, more than 75% of our workforce is under the age of 55, while our
driver average tenure is seven years.
As the success of our business is fundamentally connected to the well-being of our people, we offer benefits
that support their physical, financial and emotional well-being. We provide our employees and their families with
access to affordable and convenient medical, dental and vision programs. To foster retention, employees with ten or
more years of service do not pay premiums for participation in the medical program. Additionally, we strive to help
employees lead healthier lives through a voluntary wellness program aimed at engaging employees to promote
proactive evaluation, tracking and management of major health and wellness indicators.
As an added benefit for employees, we offer a 401(k) savings plan with a Company match as well as paid
vacation and personal days. These benefits are in addition to the Company’s market-based compensation program
designed to maintain competitive compensation packages for all employees. We assess the competitiveness of our
compensation by principal job classifications in markets across the country through periodic compensation surveys.
Company-wide wage increases are also implemented from time-to-time, including an approximate 4.1% wage
increase in July 2024, excluding executives.
In recent years, due to competition for quality employees, the compensation divide between union and non-
union carriers has closed dramatically. We believe a direct relationship with our employees provides for better
communications and employee relations. This dialogue with our employees enhances operating flexibility and
ultimately lowers costs. In addition, non-union carriers have more flexibility with respect to work schedules, routes
and other similar items. This flexibility is a major consideration in meeting the service levels required by customers.

7
We believe this differentiation provides stronger future growth prospects, improved efficiencies and customer service
capabilities.
Recruiting, Hiring, Training and Professional Development.
We seek to hire employees with the desire that they spend their career with us to retirement. With that in
mind, identifying qualified candidates and attracting them with competitive compensation and benefits is key to our
success. We have regional recruiting managers across the Company to help meet our hiring needs. If necessary, and
to attract the most qualified candidates, we offer periodic signing bonuses to new hires.
More than 300 of our drivers also serve as driver trainers to assist in providing all new drivers with over 80
hours of training. We annually train drivers in defensive driving processes with emphasis on special operations in
addition to weekly safety training through various mediums, including videos and group and individual presentations
on diverse safety topics. Our tractor fleet is equipped with extensive safety technology, including video recording
systems which enable managers to provide coaching and feedback to drivers throughout the year. Our dock employees
also receive onboarding instruction which is supplemented with on-going safety and job training. Employees who
express an interest in a long-term driving career can enroll in a Company-sponsored dock-to-driver program to obtain
the necessary commercial driver certifications. Annual safety awards and recognition are given to drivers, mechanics
and dock employees who qualify.
Employee Engagement.
We focus on driving employee engagement throughout our organization. We believe it is important to our
success as an organization for our employees to understand how their work contributes to our overall performance.
We communicate with our workforce through a variety of channels and encourage open and direct communication.
Our communication starts with an employee’s manager and is supplemented by a variety of means, including regular
industry updates, a monthly magazine, reports on quarterly performance directly from the CEO and executive team
and annual employee engagement surveys.
We are committed to fostering a work environment that values collaboration, fairness, and employee growth.
We pride ourselves on the equitable treatment of our employees and aim to achieve high levels of satisfaction and
productivity. We use periodic engagement and compensation surveys to evaluate our efforts in meeting employee
needs and driving organizational success.
We seek to create a culture that encourages authenticity and values unique perspectives. By fostering an
environment that highlights shared experiences and celebrates individual contributions, we empower our employees
to achieve excellence.
Saia’s commitment to fostering a culture of engagement, innovation, and collaboration is exemplified by our
emphasis on retention, leadership development, and opportunities for employee growth. This approach ensures
alignment with our core values of safety and taking care of each other.
Our workforce engagement efforts reflect a cross-functional perspective on fostering collaboration and
fairness, striving to promote a workplace where all employees feel valued for their contributions. Through ongoing
evaluation of processes and programs, we focus on attracting, developing, and retaining top talent.
Competition
Although there has been some tightening of capacity and some industry consolidation, shippers continue to have
a wide range of choices. We believe that service quality, price, variety of services offered, geographic coverage,
responsiveness and flexibility are the important competitive differentiators.
Saia provides LTL services in a highly competitive environment against a wide range of transportation service
providers. These competitors include a small number of large, national transportation service providers in the long
haul and two-day LTL markets and a larger number of shorter-haul or regional transportation companies in the two-
day and overnight LTL markets. The larger the service area, the greater the barriers to entry into the LTL trucking

8
segment due to the need for additional equipment and freight terminals associated with this coverage. The level of
technology investment required and density needed to provide adequate labor and asset utilization make larger-scale
entry into the LTL market difficult. Saia also competes against several modes of transportation, including truckload
and private fleets, small package carriers, final mile delivery services, railroads, air freight carriers, third party logistics
providers and other emerging digital competitors.
Regulation
The trucking industry is subject to regulation by many federal, state and local government agencies in the
U.S., and these authorities have broad powers over matters ranging from the authority to engage in motor carrier
operations, motor carrier registration, driver hours of service, safety and fitness of transportation equipment and
drivers, port security, insurance requirements, employment practices, taxation, data privacy and security, certain
mergers and acquisitions, financial reporting, fuel efficiency and emissions standards and the transportation and
handling of hazardous materials. Regulatory requirements, and changes in regulatory requirements or guidance, may
adversely affect our business or the economics of the industry by requiring changes in operating practices that could
influence the demand for and increase the costs of providing transportation services.
Key areas of regulatory activity include:
Department of Transportation.
Motor carrier and freight brokerage operations are subject to safety, insurance and bonding requirements
prescribed by the U.S. Department of Transportation (DOT) and various state agencies. We are also subject to a variety
of vehicle registration and licensing requirements in certain states and local jurisdictions where we operate.
Within the DOT, the Federal Motor Carrier Safety Administration (FMCSA) has issued rules, including hours
of service regulations that limit the maximum number of hours a driver may be on duty between mandatory off-duty
hours and require driver rest breaks. The rules provide that a truck driver may work no more than a maximum of 60
hours within 7 consecutive days and 70 hours within 8 consecutive days. FMCSA rules further impose a maximum
work period of 14 hours (no more than 11 hours of which may be driving time) after first coming on-duty following
10 consecutive hours of off-duty time. Drivers are also required to take a 30-minute break prior to driving beyond 8
hours.
The FMCSA’s Compliance Safety Accountability Program (CSA) is an enforcement and compliance model
that assesses a motor carrier’s on-road performance and investigation results for a 24-month period using roadside
stops and inspections, resulting in safety and performance ratings in the following categories: unsafe driving; hours-
of-service compliance; driver fitness; controlled substances/alcohol; vehicle maintenance; hazardous material
compliance; and crash indicators. The evaluations are used to rank carriers and individual drivers and to select carriers
for audit and other interventions or enforcement action.
The FMCSA maintains the Commercial Driver’s License Drug and Alcohol Clearinghouse (DAC), which is
a database that discloses drug and alcohol violations of commercial motor vehicle drivers. The DAC requires us to
check for current and prospective employees' drug and alcohol violations and annually query for violations of each
driver we employ. Drivers with a prohibited status in the DAC will have their state issued commercial driver licenses
downgraded and will be unable to continue driving with such until they complete the return-to-duty process.
Department of Homeland Security.
Federal, state and municipal authorities have implemented and continue to implement anti-terrorism
measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration
(TSA) and Customs and Boarder Protection (CBP) continue to focus on trailer security, driver identification, security
clearance and border-crossing procedures. These and other safety and security measures, such as rules for
transportation of hazardous materials and cargo-security regulations, could increase the cost of operations, reduce the
number of qualified drivers and disrupt or impede the timing of our deliveries to customers.

9
Environmental Regulations.
Our operations are subject to federal, state, local, and foreign regulations with regard to air and water quality
and other environmental matters. Regulation in this area continues to evolve with changes in the enforcement of
existing regulations, as well as the enactment and enforcement of new regulations that may require us or our customers
to modify, supplement or replace equipment or facilities or to change or discontinue present methods of operation.
Specifically, the EPA has issued regulations reducing the sulfur content of diesel fuel and reducing engine emissions.
Our operations are subject to environmental laws and regulations dealing with the handling of hazardous
materials, underground fuel storage tanks and discharge and retention of storm water. We operate in industrial areas
where truck terminals and other industrial activities are located and where groundwater or other forms of
environmental contamination may have occurred. Under existing law, we could be held responsible for costs related
to environmental contamination at or emanating from our current and past facilities and at third party waste disposal
sites. Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal
and costs associated with the leakage or discharge of hazardous materials we transport for our customers, among
others. Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous
substances may subject us to cleanup costs, liabilities not covered by insurance, substantial fines or penalties and to
civil and criminal liability, any of which could adversely affect our financial condition, results of operations, liquidity
and cash flows.
Clean Trucks Plan
The EPA and DOT have announced fuel efficiency standards for medium and heavy-duty trucks, which
require a reduction of up to 25 percent in carbon emissions over the next decade. In 2021, the EPA announced its
“Clean Trucks Plan,” which aimed to develop new rules over a three-year timeframe to reduce greenhouse gas
emissions and other air pollutants from heavy-duty trucks. In 2022, the EPA finalized the first phase of the Clean
Trucks Plan by adopting a final rule that sets more stringent nitrogen oxides emission standards for new heavy-duty
vehicles and engines starting in model year 2027. In March 2024, the EPA approved a new rule under the Clean Trucks
Plan regarding new greenhouse gas standards for the manufacture, sale, or importation of heavy-duty trucks that aims
to reduce greenhouse gas emissions by up to 60 percent by 2032 for some vehicle classes. The standards apply to
heavy-duty vehicles manufactured starting in model year 2028 through model year 2032 and revise certain greenhouse
standards for model year 2027 that were established under the prior rulemaking.
California Air Resources Board (CARB)
Several states have enacted and may continue to enact legislation relating to engine emissions, trailer
regulations, fuel economy, and/or fuel formulation, such as regulations enacted by CARB. CARB regulations apply
to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state. In
2021, CARB adopted more stringent standards to reduce nitrogen oxide emissions by heavy-duty engines. CARB has
also adopted regulations to accelerate large-scale transition in California to zero-emission medium and heavy-duty
trucks, including trucks of a type used in our operations in California.
Advanced Clean Trucks
CARB’s Advanced Clean Truck regulation is designed to ensure that zero-emission vehicles are brought to
market in California. That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage
of their annual California sales. By 2035, zero-emission truck/chassis sales must account for 40 percent of truck tractor
sales in the state. Numerous other states have adopted or are in the process of adopting the Advanced Clean Trucks
Regulation.
Advanced Clean Fleets
In 2023, CARB adopted the Advanced Clean Fleets (ACF) regulation mandating that operators of 50 or more
trucks must operate fleets comprised of an increasing percentage of zero-emission vehicles. The regulation includes a

10
phase-in period from 2027 to 2045, depending on the class of vehicle. In January 2025, CARB withdrew its request
to the EPA for a waiver that would have allowed it to adopt and enforce the ACF standards. It remains unclear how
the decision to withdraw CARB’s request for waiver and authorization will affect its implementation of the ACF
regulations or enforcement of the requirements.
Food and Drug Administration.
As a transportation provider of foodstuffs, we are subject to rules and regulations issued by the Food and Drug
Administration (FDA) to provide for the security of food and foodstuffs throughout the supply chain. The FDA has
issued a final rule to establish certain requirements under the Sanitary Food and Transportation Act (SFTA) for
vehicles and transportation equipment, transportation operations, training, recordkeeping and waivers. The rule is
designed to promote best practices in the industry concerning cleaning, inspection, maintenance, loading and
unloading of, and operation of vehicles. Under the SFTA requirements, carriers are required to develop and implement
written procedures subject to recordkeeping that specify its practices for cleaning, sanitizing, and inspecting vehicles
and transportation equipment.
Data Privacy Regulations.
We are subject to laws and regulations regarding data protection and transparency in how data is used and stored
in the U.S. and other countries. As a transportation and logistics provider, we collect and process significant amounts
of data daily.
Trademarks and Patents
We have registered several service marks and trademarks in the United States Patent and Trademark Office,
including Saia Guaranteed Select®, Saia Customer Service Indicators® and Saia Xtreme Guarantee®. We believe these
service marks and trademarks are important components of our marketing strategy.
Additional Information
Saia has a website that is located at www.saia.com. Saia makes available, free of charge through its website, all
filings with the Securities and Exchange Commission (SEC) as soon as reasonably practicable after making such
filings with the SEC.

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Information about our Executive Officers
Information regarding executive officers of Saia is as follows:
Name
Age
Positions Held
Frederick J. Holzgrefe, III
57
President and Chief Executive Officer of Saia, Inc. since April 2020.
Mr. Holzgrefe served as President and Chief Operating Officer of Saia,
Inc. from January 2019 to April 2020. Prior to this, Mr. Holzgrefe
served as Executive Vice President and Chief Financial Officer since
September 2014. Mr. Holzgrefe has been a member of the Board of
Directors of Saia, Inc. since January 2019.
Matthew J. Batteh
35
Executive Vice President and Chief Financial Officer of Saia, Inc.
since May 2024. Mr. Batteh has been with Saia since 2015, most
recently serving as Vice President of Finance since 2023. Prior to that,
he served as Saia’s Vice President, Pricing and Analytics from 2020 to
2023 after serving in a variety of pricing and financial analysis roles.
Patrick D. Sugar
37
Executive Vice President of Operations of Saia, Inc. since March 2021.
Mr. Sugar joined the Company in December 2016 and served as Vice
President of Linehaul and Industrial Engineering prior to his promotion
in March 2021.
Raymond R. Ramu
56
Executive Vice President and Chief Customer Officer of Saia, Inc.
since May 2015. Mr. Ramu joined Saia LTL Freight in December 1997
and served as Vice President of Sales - East from April 2007 to May
2015.
Rohit Lal
64
Executive Vice President and Chief Information Officer of Saia, Inc.
since August 2017.
Anthony R. Norwood
58
Executive Vice President and Chief Human Resources Officer of Saia,
Inc. since March 2022. Prior to joining Saia, Mr. Norwood was Vice
President, Human Resources - Corporate for Trane Technologies from
April 2020 to March 2022. Prior to that, Mr. Norwood served in
various executive roles from 2008 to 2020 at Ingersoll Rand, including
as Vice President, Human Resources.
Officers are appointed by the Board of Directors of Saia, Inc. and serve at the discretion of the Board. With the
exception of Mr. Holzgrefe, none of the officers of the Company are subject to an employment agreement with the
Company. There are no family relationships between any executive officer and any other executive officer or director
of Saia or its subsidiaries.

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Item 1A. Risk Factors
Certain factors may have a material adverse effect on our business, financial condition, and results of operations.
You should carefully consider the risks and uncertainties described below, together with all the other information
included in this Annual Report on Form 10-K, including our financial statements and the related notes. Our
business, financial condition, operating results, cash flow and prospects could be materially and adversely affected
by any of these risks or uncertainties. The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties that we are unaware of or that we currently see as immaterial may also adversely
affect our business. Some statements in this Annual Report on Form 10-K, including statements in the following
risk factors, constitute forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking
Statements.”
Industry and Economic Risks
We are subject to general economic conditions, any of which could adversely affect our business.
Our business is subject to a number of general economic conditions that may have a material adverse effect on
our financial condition, results of operations, liquidity and cash flows. These conditions include recessionary
economic cycles and downturns in customer business cycles, labor and supply shortages, global uncertainty and
instability, inflation, changes in U.S. social, political, and regulatory conditions, tariffs and disruptions in oil and
financial markets. Economic conditions may adversely affect the business levels of our customers, the amount of
transportation services they need and their ability to pay for our services and could reduce the prices we are able to
charge for our services.
We operate in a highly competitive industry and our business will be adversely impacted if we are unable to
adequately address competitive pressures, such as industry consolidation, new competitors in the market, potential
downward pricing pressures and other factors.
Numerous competitive factors could reduce our revenues, profit margins or market share or otherwise impair
our business, any one of which may materially adversely affect our financial condition, results of operations, liquidity
and cash flows. These factors include the following:
•
Competition with many other transportation service providers of varying types including LTL
carriers, truckload and parcel carriers, non-asset based logistics, freight brokerage companies, air-
freight carriers and railroads, some of whom have more equipment, a broader coverage network, a
wider range of services and greater capital resources than we do or have other competitive
advantages;
•
Transportation companies periodically reduce their prices to gain business, especially during
economic recessions or times of reduced growth rates in the economy, which may limit our ability to
maintain or increase prices or grow our business;
•
Many customers reduce the number of carriers they use by selecting approved transportation service
providers, periodically accepting bids from multiple carriers for their shipping needs, or by
developing their own or using alternative delivery mechanisms, and these practices may depress
prices or result in the loss of business;
•
The trend towards consolidation in the surface transportation industry may create other large carriers
with greater financial resources than us and other competitive advantages due to their size;
•
Disruptive technologies, including driverless trucks, electric vehicles, alternative fuels, artificial
intelligence (AI) applications and software applications to monitor supply and demand may
significantly alter historical business models of the trucking industry, potentially leading to increased
capital expenditures and emergence of new competitors, some of whom may have greater financial
resources than us and other advantages due to their size;
•
Large business enterprises, including e-commerce companies, with greater financial resources than
us and other competitive advantages due to their size, have made or could make in the future
investments that could enable them to enter into and compete with us in the LTL market;

13
•
The trend toward increased sales in the e-commerce sector as opposed to the traditional brick and
mortar store model could threaten the continued operation of our retail customers, which could reduce
the demand for our services and adversely impact our revenues; and
•
Technological advances require increased investments to remain competitive, and we may not utilize
enough advanced technology, select the correct technology solutions or convince our customers to
accept higher prices to cover the cost of these investments.
The transportation industry is affected by business risks that are largely out of our control.
Businesses operating in the transportation industry are subject to risks that are largely out of our control. These
risks include the health of the economy, weather and other seasonal factors, excess capacity in the transportation
industry, supply chain disruptions, labor shortages, strikes or disruptions involving U.S. or international ports, decline
in U.S. manufacturing, the impact of new or higher tariffs, armed conflicts, acts of terrorism and the government’s
subsequent response, health epidemics, interest rates, inflation, fuel costs, taxes, license and registration fees,
healthcare costs, insurance premiums and coverage availability. These risks, among others, may materially adversely
affect our financial condition, results of operations, liquidity and cash flows.
We are dependent on cost and availability of qualified employees and purchased transportation.
There is significant competition for qualified drivers within the trucking industry and attracting and retaining
qualified drivers has become more challenging due to a decreasing pool of qualified drivers and high turnover rates.
Age demographics, hours of service rules, the legalization and growing recreational use of marijuana and regulatory
requirements, including the Compliance Safety Accountability program (CSA) and the Commercial Driver’s License
Drug and Alcohol Clearinghouse of the FMCSA, have contributed to the reduction in the number of eligible drivers
and may continue to do so in the future.
Moreover, as a result of general macroeconomic factors and the increasingly competitive labor market, we are
experiencing difficulty hiring sufficient qualified employees to fill all available positions, including qualified drivers.
The labor shortage is not limited to qualified drivers and at times, we have been unable to hire qualified dockworkers,
mechanics and office personnel. We may experience shortages of qualified employees that could result in the failure
to meet customer demands, upward pressure on wages and benefits, underutilization of our truck fleet and/or use of
higher cost purchased transportation, any of which could have a material adverse effect on our financial condition,
results of operations, liquidity and cash flows.
Our operating and growth strategy depends on our ability to maintain adequate capacity throughout our
service network, and we rely on purchased transportation to meet these needs. There is significant competition for
quality purchased transportation within the trucking industry. We periodically experience shortages of quality
purchased transportation that could result in higher costs for these services or prevent us from meeting customer
demands which could have a material adverse effect on our financial condition, results of operations, liquidity and
cash flows.
Inflation may increase our expenses and lower profitability.
Economic pressures caused by inflation have been significant in the United States in recent years. Inflation
increases most of our expenses, including equipment prices, maintenance and supply costs, diesel fuel costs, insurance
costs, claims costs, utility costs, employee wages and benefits, real estate costs, and purchased transportation. With
increasing costs, we may have to increase our prices to maintain the same level of profitability. If we are unable to
increase our prices sufficiently to offset increasing expenses, then inflation may have a material adverse effect on our
financial condition, results of operations, liquidity and cash flows.

14
We are dependent on the cost and availability of diesel fuel and on fuel surcharges.
Diesel fuel is a significant operating expense, and its availability is vital to daily operations. We do not hedge
against the risk of diesel fuel price increases. General economic conditions, global political events, armed conflicts,
acts of terrorism, cybersecurity incidents, inflation, tariffs, federal, state and local laws and regulations, world supply
and demand imbalances, changes in refining capacity, public and investor sentiment, natural or man-made disasters,
adverse weather conditions and other external factors could adversely affect the cost and availability of diesel fuel. In
the past, we have been able to obtain diesel fuel from various sources and in the desired quantities, but there can be
no assurance that this will continue to be the case in the future. Any shortage or interruption in the supply or
distribution of diesel fuel could materially affect our financial condition, results of operations, liquidity and cash flows.
To the extent not offset by diesel fuel surcharges or other customer price changes, volatility in diesel fuel prices could
have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Historically,
we have been able to offset significant diesel fuel price volatility through fuel surcharges and other pricing adjustments
but we may not be able to do so in the future. Fluctuations in our fuel surcharge recovery may result in fluctuations in
our revenue. Rapid and significant fluctuations in diesel fuel prices could reduce our profitability unless we are able
to make the appropriate adjustments to our pricing strategy. Such fluctuations could materially adversely affect our
financial condition, results of operations, liquidity and cash flows.
Business and Operational Risks
Ongoing insurance and claims expenses could materially reduce and cause volatility in our earnings.
We are regularly subject to claims resulting from personal injury, cargo loss, property damage, group healthcare
and workers’ compensation claims. The Company is self-insured for portions of medical, workers’ compensation,
auto liability, casualty and cargo claims. We maintain insurance with licensed insurance companies above these self-
insured retention limits. The trucking business has experienced significant increases in the cost of liability insurance,
in the size of jury verdicts in personal injury cases arising from trucking accidents and in the cost of settling such
claims. If the number or severity of these claims continues to increase, claims expenses might exceed historical levels
or could exceed the amounts of our insurance coverage or the amount of our reserves for self-insured claims, which
could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
The Company is dependent on a limited number of third-party insurance companies to provide insurance
coverage in excess of its self-insured retention amounts. In recent years, several insurance companies have completely
stopped offering coverage to trucking companies or have significantly reduced the amount of coverage they offer or
have significantly raised premiums as a result of increases in the severity of automobile liability claims and sharply
higher costs of settlements and verdicts. To the extent that the third-party insurance companies propose increases to
their premiums for coverage of commercial trucking claims, the Company may decide to pay such increased premiums
or increase its financial exposure on an aggregate or per occurrence basis, including by increasing the amount of its
self-insured retention or reducing the amount of total coverage. This trend could adversely affect our ability to obtain
suitable insurance coverage, could significantly increase our cost for obtaining such coverage, or could subject us to
significant liabilities for which no insurance coverage is in place, which could materially adversely affect our financial
condition, results of operations, liquidity and cash flows.
Our self-insured retention limits can make our insurance and claims expenses higher and/or more volatile. We
accrue for the estimated costs of the uninsured portion of pending claims based on the nature and severity of individual
claims and historical claims development trends. Estimating the number and severity of claims, as well as related
judgment or settlement amounts is inherently difficult. This, along with legal expenses associated with claims, incurred
but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs
and our reserve estimates.
To the extent the Company incurs one or more significant claims not covered by insurance, either because the
claims are within our self-insured layer or because they exceed our total insurance coverage, our financial condition,
results of operations, and liquidity could be materially and adversely affected.

15
Furthermore, insurance companies, as well as certain states, require collateral in the form of letters of credit or
surety bonds for the estimated exposure of claims within our self-insured retentions. Their estimates of our future
exposure as well as external market conditions could influence the amount and costs of letters of credit or surety bonds
required under our insurance programs and thereby reduce capital available for future growth or adversely affect our
financial condition, results of operations, liquidity and cash flows.
We face risks related to our geographic and network expansion.
We have implemented a strategy to significantly expand our geographic and terminal network. Consistent with
our growth strategy, we have recently opened numerous new terminals in new and existing markets, and we intend to
continue this terminal network growth in the future. There can be no assurance that we will be successful at adding
new markets or terminals as planned or that such markets or terminals will be profitable. Our expansion has required
and will continue to require significant investments in purchased or leased terminals, equipment (including the
purchase of new tractors and trailers), technology, employees and other related start-up costs to facilitate our growth
plans. Expansion could cause disruptions in our existing geography or customer service levels or require management
to devote excessive time and effort to manage the expansion, which could materially adversely affect our business
operations and profitability. Operating in new geographies may also increase the possibility of union organizing
efforts. A delay between the outlay of expenditures to expand our geographic and network footprint and generation of
new revenue or higher than anticipated costs or lower than expected revenues from the expansion could negatively
impact our business. We may experience decreased profitability until we are able to fully realize the benefits of the
investment, if ever. A failure or delay in realizing the benefits of this investment may adversely impact our financial
condition, results of operations, liquidity and cash flows.
We face risks related to our purchase of certain real estate assets from Yellow Corporation.
In January 2024, we acquired 17 freight terminals and leases to operate an additional 11 freight terminals
pursuant to a sale by Yellow Corporation under Sections 363 and 365 of Chapter 11 of Title 11 of the U.S. Code. In
connection with this acquisition, the Company assumed certain liabilities related to those facilities, including
assumption of the 11 leases and liabilities relating to environmental, health and safety matters in connection with the
ownership, operation, use or maintenance of such facilities, to the extent not extinguished by the proceedings of the
U.S. Bankruptcy Court for the District of Delaware. The Company acquired these real estate assets on an as-is basis
and could incur costs and expenses in connection with the acquisition that are unexpected or that exceed costs and
expenses otherwise known. Furthermore, the acquisition, refurbishment, integration, opening and operation of such
facilities may be more disruptive to existing Company operations than anticipated or more expensive than expected.
There can be no assurance that the Company will achieve the expected financial benefits of the acquisition of such
terminals.
We rely heavily on technology to operate our business and cybersecurity threats or other disruptions to our
technology infrastructure could harm our business or reputation.
Our ability to attract and retain customers and compete effectively depends upon the reliability of our technology
network including our ability to provide services that are important to our customers. Our cybersecurity and
technology infrastructure includes technology products and services provided to us for use in our business by outside
providers such as software as a service and cloud-based products and services. Our technology systems are constantly
subject to attacks and efforts by outsiders to breach or gain access to our systems. Any disruption, failure or breach to
our cybersecurity processes, technology controls or information technology infrastructure, including those impacting
our computer systems and website, could adversely impact our customer service and revenues and result in increased
risk of litigation or other costs. Our cybersecurity and technology infrastructure may experience errors, interruptions,
delays or damage from a number of causes outside of our control including power and internet outages, hardware,
software and network failures, computer viruses, malware or other destructive software, internal design, manual or
usage errors, cyber-attacks, terrorism, workplace violence or wrongdoing, catastrophic events, natural disasters and
severe weather conditions. While we have invested and continue to invest in technology security initiatives and
disaster recovery plans, these measures cannot fully protect us from technology disruptions that could have a material
adverse effect on our financial condition, results of operations, liquidity and cash flows.
Our dependence on electronic data storage, cloud-based systems, automated systems and technology, including
our website, gives rise to cybersecurity risks. The techniques used to obtain unauthorized access or to disable or
degrade systems change frequently, have become increasingly more complex and sophisticated, may be difficult to

16
detect for a period of time and we may not be able to anticipate these acts or respond adequately or timely. The rapid
evolution and adoption of AI technologies may intensify our cybersecurity risks. We currently maintain insurance to
address certain costs associated with cyber incidents and data privacy-related concerns. However, we cannot ensure
that we will continue to maintain such insurance coverage in amounts we deem sufficient, that our insurance carriers
will pay on our insurance claims, or that we will not experience uncovered claims. A security breach of our systems
or those of our third-party providers may cause a disruption of our business, impact our ability to attract, retain and
service customers, damage our reputation and brand, expose us to a loss of information or demand for payment of
ransom or result in litigation, violations of applicable privacy and other laws, and regulatory scrutiny, investigations,
actions, fines or penalties, and could have a material adverse effect on our financial condition, results of operations,
liquidity and cash flows.
Some of Saia’s employees work remotely, which may increase our exposure to cybersecurity risks, including
phishing attempts and other cybersecurity attacks and may increase the demand for information technology
resources.
A portion of our workforce operates remotely full-time or under hybrid work arrangements, and we provide
these employees with expanded remote network access options to enable them to work outside of our buildings and,
in some cases, on their own personal devices, which exposes us to increased cybersecurity risks. Such risks include:
(i) unauthorized access to sensitive or confidential information due to company or personal devices being used to
remotely access, discuss, or transmit confidential information, (ii) increased exposure to social engineering attempts
such as phishing and other scams as cybercriminals may, among other things, install malicious software on our systems
and equipment and access sensitive or confidential information, (iii) increased demand for IT resources, and (iv)
violation of international, federal, or state-specific privacy laws. Although we have measures in place designed to
mitigate our exposure to the increased risk of cybersecurity incidents, we cannot ensure that such measures will
effectively prevent a cybersecurity incident. Though we currently maintain property and cyber insurance, losses due
to cybersecurity incidents may exceed our insurance coverage and may have a material adverse impact on our financial
condition, results of operations, liquidity and cash flows.
A failure to keep pace with developments in technology could impair our operations or competitive position.
Our business demands the use of sophisticated systems and technology. These systems and technologies must
be refined, updated and replaced with more advanced systems regularly for us to meet both internal requirements as
well as our customers’ demands and expectations. If we are unable to do so in a timely manner or within reasonable
cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new
systems, our business could suffer. We also may not achieve the benefits that we anticipate from any new system or
technology and a failure to do so could result in higher than anticipated costs or could impair our results of operations.
Technology and new market entrants may also disrupt the way we and our competitors operate. We expect our
customers to continue to demand more sophisticated systems and technology-driven solutions from their suppliers.
If we do not pursue technological advances or engage in innovation, or if the new technology doesn’t yield the
results we expect, we may be placed at a competitive disadvantage, lose customers, incur higher costs or fail to meet
our growth strategy. A failure to successfully pursue technological advances, including AI applications could have a
material adverse impact on our financial condition, results of operations, liquidity and cash flows.
We use AI in our business, and its use could result in reputational harm, competitive harm, cybersecurity risks and
legal liability, which could have a material adverse effect on our results of operations.
We incorporate certain machine learning AI solutions (but not generative AI) into our business operations, and
these applications may become important in our operations over time. Our competitors or other third parties may
incorporate AI into their operations more quickly or more successfully than us, which could impair our ability to
compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or
recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased or to
violate intellectual property rights of third parties, our financial condition, results of operations, liquidity and cash
flows may be adversely affected.
The rapid evolution of AI may result in increased cybersecurity incidents. Any such cybersecurity incidents
could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use

17
of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The
rapid evolution of AI, including potential government regulation of AI and increased cybersecurity risks, will require
significant resources to develop, test, implement and maintain our IT systems to minimize unintended harmful
impacts. The failure to effectively utilize AI or to respond to cybersecurity threats from the use of AI could have a
material adverse effect on our financial condition, results of operations, liquidity and cash flows.
Employees of Saia are non-union. The ability of Saia to compete could be impaired if operations were to become
unionized.
None of our employees are currently subject to a collective bargaining agreement. We have in the past been the
subject of unionization efforts which have been defeated. Our expansion into new geographic territory and our
acquisition of additional terminals previously operated by Yellow Corporation and its subsidiaries could increase our
overall risk of unionization. There can be no assurance that further unionization efforts will not occur in the future and
that such efforts will be defeated. The unionization of our employees could lead to restrictive work rules that could
hamper our efforts to improve and sustain operating efficiency and impair our service reputation. A strike or work
stoppage could negatively impact our profitability and could damage customer and employee relationships. As such,
customers may limit their use of unionized trucking companies because of the threat of strikes and other work
stoppages. Unionization of any of our operations could lead to pressure on other employee sectors to unionize.
Additionally, an election and bargaining process could divert management’s time and attention from our overall
objectives and impose significant expenses. The non-union status of Saia is an important factor in our ability to
compete in our markets, and if all or a portion of our workforce becomes unionized it could increase our costs and
subject us to workplace rules, which could have a material adverse impact on our financial condition, results of
operations, liquidity and cash flows.
The price of new and used revenue equipment may adversely affect our business operations.
Investment in new revenue equipment, including tractors and trailers, is a significant part of our annual capital
expenditures. The price of such equipment may increase as a result of inflation, new or higher tariffs, increased
demand for or decreased supply of such equipment, increased cost of materials and labor or because of current or
future regulations on newly manufactured tractors, such as regulations issued by the Environmental Protection Agency
(EPA) and by various state agencies, particularly the California Air Resources Board (CARB), requiring progressive
reductions in exhaust emissions and a transition to zero-emission vehicles. Current regulations have increased prices
for tractors and maintenance costs and may continue to do so in the future. In addition, as we purchase new revenue
equipment as part of our normal replacement cycle each year, we rely on the used equipment market to dispose of our
older equipment. Oversupply in the transportation industry, higher maintenance or operating costs associated with
older equipment, as well as adverse economic conditions, can negatively impact the demand for used equipment and,
therefore, reduce the value we can obtain for used equipment. If we are unable to sell our used equipment at or above
our salvage value, the resulting losses could have a material adverse impact on our financial condition, results of
operations, liquidity and cash flows.
Higher costs for or limitations in the availability of suitable real estate have adversely affected and may continue
to adversely affect our business operations.
Our business model is dependent on the cost and availability of terminal facilities. We have experienced higher
costs to purchase, lease, build and/or refurbish terminal facilities as a result of inflation and higher demand for and
reduced supply of such facilities. Shortages in the availability of suitable real estate or delays in obtaining necessary
permits or approvals may result in significant additional costs to purchase, lease, build and/or refurbish necessary
facilities, increase our capital expenditures and operating expenses, reduce our revenues, restrict our ability to grow
existing markets or expand into new markets and/or prevent us from efficiently serving certain markets. In addition,
we may not realize sufficient revenues or profits from our infrastructure investments. These higher costs and
limitations in the availability of suitable real estate may adversely affect our financial condition, results of operations,
liquidity and cash flows.

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Supply chain disruptions could delay equipment deliveries and could increase costs or reduce operating capacity
or expansion.
We do not manufacture any of the equipment or technology hardware used in our business. Tractors and
trailers are important sources of capacity for our network operations and network expansion. The production of tractors
and trailers could be impacted by manufacturing and component delays and other supply chain disruptions. We could
be unable to obtain, or incur delays in the delivery of, equipment necessary for operations, including tractors, trailers
and other equipment, as a result of manufacturing delays and supply chain disruptions. These manufacturing delays,
supply chain disruptions and shortages could negatively affect our operations, increase our costs and impede our
ability to grow and meet customer demand.
Changes in U.S. international trade relationships, including the imposition of new or higher tariffs, may adversely
impact our customers, our industry, and our business.
We transport a significant number of shipments that have either been imported into the U.S. or are destined for
export from the U.S. The U.S. government has proposed significant changes in U.S. trade policy, including the
imposition of new or higher tariffs on goods entering the U.S., including from Mexico and Canada. Certain foreign
governments either have taken or are threatening to take retaliatory actions in response. Any increase in tariffs or
customs duties or renegotiation of U.S. trade agreements, or any other action that could have a negative impact on
international trade, including corresponding actions taken by other countries in response to U.S. governmental actions,
could cause a reduction in the volume of shipments transported in our network or could increase the cost to us of
goods and materials used in our business, which could have a material adverse effect on our financial condition, results
of operation, liquidity and cash flows.
Capacity and infrastructure constraints could adversely affect service and operating efficiency.
We may experience capacity constraints due to increased demand for transportation services and decaying
highway and energy infrastructure. Poor infrastructure conditions and roadway congestion could slow service times,
reduce our operating efficiency and increase maintenance expense. Some states have taken infrastructure funding
measures into their own hands and have explored or instituted road-usage programs, truck-only tolling, congestion
pricing, and fuel tax increases. Infrastructure constraints and measures to fund infrastructure improvements could
materially adversely affect our financial condition, results of operations, liquidity and cash flows.
We face risks arising from our international business operations and relationships.
We are subject to the requirements of the Foreign Corrupt Practices Act of 1977 (FCPA) for our transportation
and logistics services to and from various international locations. Failure to comply with the FCPA may result in legal
claims against us or subject us to substantial fines. In addition, we face other risks associated with international
operations and relationships, which may include restrictive trade policies, anti-corruption law enforcement, the
renegotiation of international trade agreements, and imposition of duties, tariffs, taxes or government royalties
imposed by domestic or foreign governments, any of which could materially adversely affect our financial condition,
results of operations, liquidity and cash flows.
Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters caused by
climate change.
Our operations are subject to seasonal trends and fluctuations common in the transportation industry, which can
impact our business in one or more quarterly periods. Severe weather events and natural disasters, such as blizzards,
floods, wildfires, hurricanes, tornadoes, storms and earthquakes, could adversely impact our performance by
disrupting our operations, damaging or destroying our equipment and facilities, increasing operating and maintenance
costs, increasing insurance premiums and reducing the demand for our services. Climate change may increase the
severity or frequency of extreme weather conditions and disasters. The Company has previously experienced severe
weather events, including hurricanes, floods, wildfires, storms and snowstorms. Similar events in the future could
disrupt our facilities or operations. The impact of severe weather events and natural disasters, including those caused

19
by climate change, could materially adversely affect our financial condition, results of operations, liquidity and cash
flows.
We face risks related to the creditworthiness of our customers or other business partners and their ability to pay
for services.
If one or more of our customers experiences financial difficulties, including filing for bankruptcy, it may
negatively affect our business due to the decreased demand for our services from these customers, or the potential
inability of these companies to make full payment on amounts owed to us. Customer bankruptcies also entail the risk
of potential recovery by the bankruptcy estate of amounts previously paid to us that are deemed a preference under
bankruptcy laws. We do not carry insurance against the risk of customer default on their payment obligations to us or
against bankruptcy preference claims. The risks associated with these matters will likely increase in the event of an
economic downturn. The loss of revenue from these customers or payment of preference claims could have a material
adverse effect on our financial condition, results of operations, liquidity and cash flows.
We have significant ongoing cash requirements that could limit our growth and affect profitability if we are unable
to generate sufficient cash from operations or obtain sufficient financing on favorable terms.
Our business is highly capital intensive. Our net capital expenditures for 2024 were approximately $1 billion.
Additionally, we anticipate net capital expenditures in 2025 in excess of $700 million, subject to the ongoing
evaluation of market conditions. We depend on cash flows from operations, borrowings under our credit facilities and
operating and finance leases. If we are unable to generate sufficient cash from operations and obtain sufficient
financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing
arrangements or operate our tractors and trailers for longer periods prior to replacement, possibly increasing our
maintenance costs. The amount and timing of capital investments depend on various factors, including anticipated
volume levels and the price and availability of appropriate-use property for service facilities and newly manufactured
tractors. If anticipated service facilities and/or fleet requirements differ materially from actual usage, we may have too
much or too little capacity. Any of these could have a material adverse effect on our financial condition, results of
operations, liquidity and cash flows.
Our credit agreements contain financial and other restrictive covenants and we may be unable to comply with these
covenants. A default could cause a material adverse effect on our business.
We must maintain certain financial and other restrictive covenants under our credit agreements, including
among others, a maximum consolidated net lease adjusted leverage ratio. If we fail to comply with any of the covenants
under our credit agreements, we will be in default under the agreements which could cause cross-defaults under other
financial arrangements. In the event of any such default, if we fail to obtain replacement financing or amendments to
or waivers under the financing arrangement, our financing sources could cease making further advances, cease issuing
letters of credit required under our insurance programs and declare our debt to be immediately due and payable. If
acceleration occurs, we may have difficulty borrowing sufficient additional funds to refinance the accelerated debt or
obtain required letters of credit, or we may need to issue securities which would dilute stock ownership. Even if new
financing is made available to us, the terms may not be acceptable. A default under our credit agreements could have
a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We are required to make significant estimates and assumptions in the preparation of our financial statements.
These estimates and assumptions may not be accurate and are subject to change.
The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires our management to make significant estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements, and
the reported amounts of income and expense during the reported periods. Incorrect underlying estimates and
assumptions or events that require us to revise our previous estimates or assumptions could have a material adverse
effect on our financial condition and results of operations.

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If we are unable to retain our key employees, our business could be materially adversely impacted.
We depend on the efforts and abilities of our senior management, and we believe their knowledge would be
difficult to replicate. The future success of our business will continue to depend in part on our ability to retain our
current management team and to recruit, hire, develop and retain highly qualified personnel in the future. Competition
for senior management is intense, and most members of our senior management do not have employment agreements.
Certain members of senior management are subject to non-compete and non-solicitation agreements; however, there
is no assurance that such agreements will be enforced as written or that they will be effective to prevent members of
senior management from working for a competitor or soliciting our customers. The loss of the services of any of our
senior management could have a material adverse effect on our financial condition, results of operations, liquidity and
cash flows. Inadequate succession planning or the unexpected departure of a member of senior management would
require our remaining executive officers to divert immediate and substantial attention to fulfilling the duties of the
departing executive and to seeking a replacement. The inability to adequately fill vacancies in our senior management
positions on a timely basis could negatively affect our ability to implement our business strategy and thus materially
adversely affect our financial condition, results of operations, liquidity and cash flows.
Changes to our compensation and benefits could adversely affect our ability to attract and retain qualified
employees.
The compensation we offer our employees is subject to market conditions that may require increases in
employee compensation and benefits, which becomes more likely as a result of higher inflation and as economic
conditions improve. We may experience unusual employee turnover by our drivers, dockworkers, maintenance
employees and other personnel that would result in operational deterioration. If we are unable to attract and retain
enough qualified employees, we could be required to increase our compensation and benefits packages, amend our
hiring standards or reduce our operations and face difficulty meeting customer demands, any of which could materially
adversely affect our financial condition, results of operations, liquidity and cash flows.
An increase in the cost of healthcare benefits could have a negative impact on our business.
We maintain and sponsor competitive health insurance and other benefits for our employees and their
dependents to attract and retain our employees. We have incurred higher costs for these benefits, and it is possible that
healthcare benefits and administration costs could become cost prohibitive, forcing us to either reduce our benefits
program (making it more difficult to attract and retain qualified employees) or pay the higher costs. Either outcome
could materially adversely impact our financial condition, results of operations, liquidity and cash flows.
Our business depends in part on our strong reputation.
We believe that the Company’s corporate reputation and the positive image of our brand are valuable assets. As
use of social media becomes more prevalent, our susceptibility to risks related to adverse publicity, whether or not
justified, increases. Adverse publicity regarding labor relations, legal matters, cybersecurity and data privacy events,
truck accidents, cargo theft, environmental issues and similar matters, even when based on erroneous information,
could have a negative impact on our reputation and may result in the loss of customers and our inability to secure new
customer relationships. The immediacy of certain social media outlets precludes us from having real-time control over
postings related to the Company, whether matters of fact or opinion. Information distributed via social media could
result in immediate unfavorable publicity that we do not have the ability to reverse. Unfavorable publicity, regardless
of its cause or source, could result in damage to our reputation and adversely impact our financial condition, results
of operations, liquidity and cash flows.

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Our past acquisitions, as well as any future acquisitions we may make, may be unsuccessful or result in other risks
such as the failure to realize the anticipated benefits of such acquisitions or the disruption of our business due to
such acquisitions.
We may acquire additional businesses and operations in the future. However, there is no assurance that we
will be successful in identifying, negotiating, consummating or integrating any future acquisitions. Additionally, we
may not realize the anticipated benefits of any future acquisitions. Each acquisition has numerous risks including:
•
Difficulty in integrating the operations and personnel of the acquired company or unanticipated costs to
support new business lines or separate legal entities;
•
Unanticipated issues in the assimilation and consolidation of IT, communications, and other systems,
including additional systems training and other labor inefficiencies;
•
Disruption of our ongoing business, distraction of our management and employees from other opportunities
and challenges due to integration issues;
•
Additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be
dilutive to our stockholders;
•
Potential loss of key customers or employees of acquired companies along with the risk of unionization of
employees;
•
Reductions in prices we charge certain customers in order to match existing customer pricing in the acquired
company’s markets;
•
Inability to achieve the financial and strategic goals for the acquired and combined businesses;
•
Potential impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions; and
•
Potential failure of the due diligence processes to identify significant issues with legal and financial liabilities
and contingencies, among other things.
In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not
successfully integrated, there could be a material adverse effect on our financial condition, results of operations,
liquidity and cash flows.
Litigation and Regulatory Risks
We face litigation risks that could have a material adverse effect on the operation of our business.
We face litigation risks regarding a variety of issues, including accidents involving our trucks and employees,
workers’ compensation claims, federal and state labor and employment law claims, securities claims, privacy claims,
contract claims, environmental liability and other matters. These proceedings may be time-consuming, expensive and
disruptive to normal business operations. The defense, settlement or resolution of such matters could result in
significant expense and the diversion of our management’s time and attention from the operation of our business. In
recent years, several insurance companies have completely stopped offering coverage to trucking companies for
automobile liability claims, have significantly reduced the amount of coverage they offer or have significantly raised
premiums as a result of increases in the severity of automobile liability claims and sharply higher costs of settlements
and verdicts. This trend could adversely affect our ability to obtain suitable insurance coverage, could significantly
increase our cost of obtaining such coverage or could subject us to significant liabilities for which no insurance is in
place, which could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
Costs we incur to defend or to satisfy a judgment or settle claims may not be covered by insurance or could exceed
the amount of that coverage or increase our insurance costs and could have a material adverse effect on our financial
condition, results of operations, liquidity and cash flows.

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The engines in our tractors are subject to emissions-control regulations that could substantially increase operating
expenses, and regulations concerning emissions or fuel-efficiency may have a material adverse impact on our
business.
The EPA, Department of Transportation (DOT), and the California Air Resources Board (CARB) have issued
regulations requiring significant reductions in greenhouse gas emissions for medium and heavy duty trucks over model
years 2027 to 2032.
Tractor engines that comply with the EPA emission-control design requirements have generally been more
expensive, less fuel-efficient and have increased maintenance costs compared to engines in tractors manufactured
before these requirements became effective. If we are unable to offset the higher costs associated with this equipment
with higher freight rates or improved fuel economy, our financial condition, results of operations, liquidity and cash
flows could be materially adversely affected.
In California, CARB has also adopted regulations to accelerate large-scale transition in California to zero-
emission medium and heavy-duty trucks, including trucks of a type used in our operations in California. CARB’s
Advanced Clean Truck (ACT) regulation is designed to ensure that zero-emission vehicles are brought to market in
California. That regulation requires manufacturers to sell zero-emission trucks as an increasing percentage of their
annual California sales. By 2035, zero-emission truck/chassis sales must account for 40 percent of truck tractor sales
in the state.
At this point, there are virtually no zero-emissions vehicles widely available that are suitable replacements for
current technology used in less-than-truckload operations. In addition, there does not appear to be sufficient
infrastructure in place to support an electric vehicle fleet operation throughout our current terminal network. If zero-
emission vehicles are not available or not commercially viable for the less-than-truckload market, we may be required
to modify or curtail our operations in California or other states that may adopt similar regulations. During any
transition to zero-emission trucks, due to the mandates on manufacturers limiting diesel engine sales, we may be
forced to continue using older model diesel trucks that may require higher maintenance costs or be less reliable. The
transition to utilizing zero-emission vehicles could have a material adverse effect on our financial condition, results
of operations, liquidity and cash flows.
We operate in a highly regulated and highly taxed industry. Costs of compliance with or liability for violation of
existing or future regulations may adversely affect our business.
The DOT and various state agencies exercise broad powers over our business, generally governing such
activities as authorization to engage in motor carrier operations, safety and financial reporting. We may also become
subject to new or more restrictive regulations imposed by the DOT, the Occupational Safety and Health
Administration, the Food and Drug Administration or other authorities relating to engine exhaust emissions, safety
performance and measurements, driver hours of service, drug and alcohol testing, food safety, security, ergonomics,
as well as other unforeseen matters. Compliance with such regulations could substantially impair equipment
productivity and increase our costs.
Taxes are a significant part of our annual expenses, and we are subject to various federal and state income,
payroll, property, sales and other taxes. In addition, various federal and state authorities impose significant operating
taxes on the transportation industry, including fuel taxes, tolls, excise and other taxes. There can be no assurance that
such taxes will not substantially increase or that new or revised forms of operating taxes or tax laws or regulations,
will not be imposed on the industry. Higher tax rates, claims, audits, investigations or legal proceedings involving
taxing authorities could have a material adverse effect on our financial condition, results of operations, liquidity and
cash flows.
The FMCSA rules on motor carrier driver hours of service limit the maximum number of hours a driver may be
on duty between mandatory off-duty hours and require driver rest breaks. These rules could result in us not meeting
customer demands, upward pressure on driver wages and benefits, underutilization of our truck fleet and/or use of
higher cost purchased transportation which could have a material adverse effect on our financial condition, results of
operations, liquidity and cash flows.
The Company’s operations are subject to a variety of other federal, state and local laws and regulations,
including labor and employment, wage and hour and employee benefit laws and regulations, tax, environmental, health
and safety, data privacy, anti-trust and securities laws and regulations. Compliance with these laws and regulations is

23
onerous and expensive. New and changing laws and regulations can adversely affect the Company’s business by
increasing costs and requiring changes to the Company’s business. New and changing laws and regulations can also
create uncertainty about how such laws and regulations will be interpreted and applied. There can be no assurance the
Company’s employees, contractors or agents will not violate such laws and regulations or the Company’s policies and
procedures. If the Company is found to have violated laws and regulations, it could materially adversely impact our
financial condition, results of operations, liquidity and cash flows.
We may incur unforeseen costs from new and existing data privacy laws.
Our business is subject to increased legislative and regulatory efforts regarding data protection and transparency
in how data is used and stored. State governments have enacted and may enact in the future data protection laws, such
as the California Consumer Privacy Act of 2018 as amended and extended by the California Privacy Rights Act in
2020. As a transportation and logistics provider, we collect and process significant amounts of data daily. Complying
with data protection laws may increase our compliance costs or require alterations to our data handling practices. The
increasing scope and complexity and the uncertainty of the interpretation and enforcement of these laws create legal
risk. Violations or noncompliance with data protection laws could result in significant liability from governmental or
civil actions and negative impacts to our reputation, financial condition, results of operations, liquidity and cash flows.
We are subject to various environmental laws and regulations. Costs of compliance with or liabilities for violations
of existing or future environmental laws and regulations could have a material adverse effect on our business and
operations.
Our operations are subject to environmental laws and regulations dealing with the handling of hazardous
materials, underground fuel storage tanks and discharge and retention of storm water. We operate in industrial areas
where truck terminals and other industrial activities are located and where groundwater or other forms of
environmental contamination may have occurred. Under existing law, we could be held responsible for costs related
to environmental contamination at or emanating from our current and past facilities and at third party waste disposal
sites. Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal
and costs associated with the leakage or discharge of hazardous materials we transport for our customers, among
others. Violations of applicable environmental laws or regulations or spills or other accidents involving hazardous
substances have occurred in the past and can occur in the future and may subject us to cleanup costs, liabilities not
covered by insurance, substantial fines or penalties and to civil and criminal liability, any of which could materially
adversely affect our financial condition, results of operations, liquidity and cash flows.
In addition, there is global scientific consensus that emissions of greenhouse gases (GHG) continue to alter the
composition of Earth’s atmosphere in ways that are affecting and are expected to continue to affect the global climate.
As these climate change concerns become more prevalent, federal, state and local governments and our customers are
increasingly sensitive to these issues. This increased focus may result in new legislation, taxes, regulations and
customer requirements, such as limits on vehicle weight and size and restrictions on GHG emissions, which could
negatively affect us. In addition, several states, including states where we conduct business, have adopted various
GHG disclosure and reduction programs. The EPA and the states could also further regulate GHG emissions. These
regulations could increase the costs of replacing and maintaining tractors, and cause us to incur additional taxes and
operating costs and capital expenditures to make changes to our operations in order to comply with these regulations.
The regulations could also cause delays or disruptions in our operations and could reduce our revenues. We are subject
to increasing investor and customer sensitivity to sustainability issues, and we may be subject to additional
requirements related to shareholder proposals, customer-led initiatives, or our customers’ efforts to comply with
environmental programs. Until the timing, scope, and extent of any future regulation or customer requirements become
known, we cannot predict their effect on our cost structure, business, or results of operations. We could lose revenue
if our customers divert business from us because we have not complied with their sustainability requirements. These

24
costs, changes and loss of revenue could have a material adverse effect on our financial condition, results of operations,
liquidity and cash flows.
Changes to the way LTL freight is categorized may disrupt our business and lead to increased costs to our
customers.
In 2025, the National Motor Freight Classification (NMFC) system will undergo several major changes designed
to enhance the classification of LTL freight. The announced changes consist of a standardized density scale for LTL
freight without handling, stowability or liability issues, a system of unique identifiers for freight that has special
handling, stowability, or liability issues, and commodity listings that are condensed and modernized. These changes
are to be implemented in phases and are intended to increase freight classification efficiency. Changes to the NMFC
system could cause decreased revenues due to potential customer confusion during implementation of the new
classification system and increased costs of implementing the new system into our business operations. These changes
to the NMFC system could have a material adverse effect on our financial condition, results of operations, liquidity
and cash flows.
We may incur additional costs from new and existing laws and regulations regarding how to classify workers.
Regulations issued by the U.S. Department of Labor and the laws of several states, including California, favor
treating a worker as an employee rather than an independent contractor. Although we do not typically use independent
contractors in our workforce, firms that provide services to Saia often do use independent contractors. These new laws
and regulations could lead to the reclassification of independent contractors as employees increasing the prices charged
by such firms providing services to Saia, including the cost of purchased transportation. These reclassification risks
could materially adversely affect our financial condition, results of operations, liquidity and cash flows.
CSA could adversely affect our results of operations and ability to maintain or grow our business.
CSA is an enforcement and compliance model required by the FMCSA that assesses a motor carrier’s on-road
performance and investigation results for a 24-month period using roadside stops and inspections, resulting in safety
and performance ratings in the following categories: unsafe driving; hours-of-service compliance; driver fitness;
controlled substances/alcohol; vehicle maintenance; hazardous material compliance; and crash indicators.
The CSA evaluations are used to rank carriers and individual drivers and to select carriers for audit and other
interventions or enforcement action. If we receive unacceptable CSA scores, our relationships with our customers or
our reputation could be damaged, which could result in decreased demand for our services. The requirements of CSA
could also shrink the industry’s pool of drivers as those with unfavorable scores could leave the industry. While the
ultimate impact of CSA is not fully known, it is possible that future CSA rulemaking could adversely impact our
ability to attract and retain drivers, which could materially adversely affect our financial condition, results of
operations, liquidity and cash flows.
Our business may be adversely impacted by potential future changes in accounting and financial practices.
Future changes in accounting standards or practices, and related legal and regulatory interpretations of those
changes, may adversely impact public companies in general, the transportation industry or our operations specifically.
New accounting standards or requirements could change the way we record revenues, expenses, assets and/or
liabilities or could be costly to implement. These types of standards, practices and regulations could have a material
adverse impact on our financial position, results of operations, liquidity and cash flows.
Other Risks
Health epidemics, pandemics and similar outbreaks have had, and may continue to have, material adverse effects
on the Company’s business, results of operations, financial condition and stock price.
Health epidemics, pandemics and similar outbreaks can have significant and widespread impacts. The extent to
which a health epidemic, pandemic or outbreak may impact the Company’s operational and financial performance is
uncertain and will depend on many factors outside the Company’s control, including the timing, extent and duration

25
of the health event, governmental responses to the event, the development, availability, effectiveness of vaccines or
treatments, the imposition of protective public safety measures, and the impact of the outbreak on the global economy
and demand for products and services. Additional future effects on the Company could include material adverse
impacts on demand for the Company’s services, the Company’s ability to execute its operating and strategic plans,
the Company’s profitability and cost structure, and supply chain disruptions.
The Company faces risks from international conflicts that could adversely impact our business and financial
results.
International security concerns and conflicts, including those in Russia-Ukraine, Taiwan-China, in the Middle
East, and other geopolitical tensions, and potential actions or retaliatory measures taken in respect thereof, have had
and could continue to have a material adverse effect on global trade and economic activity. The consequences of such
conflicts include embargoes, regional instability, supply chain disruptions, new or higher tariffs, disruptions of global
financial markets, reduced access to oil and natural gas and higher energy prices. The extent of a conflict's effect on
the global economy cannot be predicted, including the extent to which the conflict may heighten other risks disclosed
herein. Ultimately, these or other factors associated with international conflicts could materially adversely affect our
financial condition, results of operations, liquidity and cash flows.
We are subject to evolving and often contradictory stakeholder expectations regarding environmental and social
issues and our failure to meet stakeholder expectations could impact the demand for our services or the price of
our stock.
Companies across all industries, including Saia, are subject to increased scrutiny from stakeholders, including
investors, customers, shareholder advocacy groups and governmental entities, concerning environmental matters, such
as greenhouse gas emissions, and social issues, such as employment practices and civil rights. These expectations are
often contradictory, are evolving and can be difficult to manage. If we are unable to meet these stakeholder
expectations, our reputation could be harmed resulting in a loss of revenues, we could face litigation or investors may
choose not to invest in our stock resulting in a decline in our stock price.
Certain provisions of our governing documents and Delaware law could have anti-takeover effects.
As a Delaware corporation, we are subject to certain Delaware anti-takeover provisions. Under Delaware law,
a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock
unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the
transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of the Company.
Our Restated Certificate of Incorporation and Bylaws contain certain provisions which may have the effect of
delaying, deferring or preventing a change of control of the Company. Such provisions include, for example, a
prohibition on stockholder action by written consent, authorization of the Board of Directors to issue preferred stock
in series with the terms of each series to be fixed by the Board of Directors, limitations on who may call special
stockholder meetings, and advance notice procedures for stockholder proposals and nominations to the Board of
Directors. These provisions may inhibit fluctuations in the market price of our common stock that could result from
takeover attempts.
If we raise additional capital in the future, our stockholders’ ownership in the Company could be diluted.
Any issuance of equity we may undertake in the future could cause the price of our common stock to decline or
require us to issue shares at a price that is lower than that paid by holders of our common stock in the past, which
would result in those newly issued shares being dilutive. If we obtain funds through a credit facility or through the
issuance of debt or preferred securities, these obligations and securities would likely have rights senior to those of
common stockholders, which could impair the value of our common stock.

26
Weakness or a loss of confidence in financial markets could adversely impact demand for our services or for our
stock.
Weakness or a loss of confidence in the financial markets could cause our share price to decline and cause
broader economic downturns. Weakness or a loss of confidence in the financial markets or economic downturn could
also lower demand for our services, decrease the price we can charge for our services, increase the incidence of
customers’ inability to pay their accounts, or increase insolvency of our customers, any of which could materially
adversely affect our financial condition, results of operations, liquidity and cash flows.
Disruptions in the credit markets, including in the availability and cost of short-term funds for liquidity and letter
of credit requirements, may adversely affect our business and our ability to meet long-term commitments.
If internal funds are not available from our operations, we may be required to rely on the capital and credit
markets to meet our financial commitments and short-term liquidity needs. Longer term disruptions in the capital and
credit markets as a result of uncertainty, changing or increased regulation, significantly higher interest rates, reduced
alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our
business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until
alternative credit arrangements or other funding for our business needs can be arranged. Such disruptions may have a
material adverse effect on our financial condition, results of operation, liquidity and cash flows.
The market value of our common stock may fluctuate and could be substantially affected by various factors.
The price of our common stock on the Nasdaq Global Select Market constantly changes. Such fluctuations
may be unrelated to our financial performance. We expect that the market price of our common stock will continue to
fluctuate due to a variety of factors, many of which are beyond our control. These factors include, but are not limited
to:
•
Actual or anticipated variations in our earnings, financial or operating performance or liquidity, or
those of other companies in our industry;
•
Changes in recommendations or projections of research analysts who follow our stock or the stock
of other companies in our industry;
•
Failure to meet the earnings projections of research analysts who follow our stock;
•
Changes in general economic and capital market conditions, including general market price declines
or market volatility;
•
Reactions to our regulatory filings and announcements related to our business;
•
Operating and stock performance of other companies in our industry;
•
Actions by government regulators;
•
Potential costs and liabilities associated with cyber events;
•
Widespread outbreak of an illness, any other communicable disease or public health crisis, and the
government’s response thereto;
•
Litigation involving our company, our industry or both;
•
News reports or trends, concerns and other issues related to us or our industry; and
•
Other factors described in this “Risk Factors” section.
Our stock price, financial condition, results of operations, liquidity and cash flows could be materially adversely
affected by an unfavorable outcome resulting from these risks and uncertainties.

27
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity risk management and strategy
Saia maintains cybersecurity processes, technologies and controls to help us assess, identify and manage
material risks from cybersecurity threats. These processes, technologies and controls are part of Saia’s overall
enterprise risk management process. Our cybersecurity program is based on the National Institute of Standards and
Technology Cybersecurity Framework and is designed to ensure that our information systems are effective and are
prepared for cybersecurity threats, including through regular oversight and mitigation of internal and external threats.
We regularly perform evaluations of our information security program and our information technology
infrastructure, including through the use of tools and services for network and endpoint monitoring, vulnerability
assessments and penetration testing, among other things. We have implemented security monitoring capabilities
designed to alert us to suspicious activity and have an incident response program to restore business operations as
quickly and as orderly as possible in the event of a cybersecurity incident.
Saia contracts with third party firms to evaluate our information security program, for continuous system
monitoring and threat detection, to gather insights for identifying and assessing material cybersecurity threats, and for
potential mitigation assistance. We consider cybersecurity matters when selecting and overseeing our third party
service providers and we administer a standardized information gathering questionnaire to evaluate cybersecurity risk
in third parties. We seek to require third parties who could pose significant cybersecurity risk to us to be contractually
responsible for the risk and to agree to cybersecurity assessments in connection with new vendor engagements and
annually thereafter.
Saia has an established cybersecurity and information security awareness training program that includes
mandatory annual training and regular communications for our employees regarding cybersecurity threats and
methods of mitigation. The annual cybersecurity training consists of threat avoidance when working remote, proper
password construction techniques, identifying and reporting suspicious activity, social engineering and insider threats.
Additionally, we have implemented a regular phishing assessment that provides feedback and additional training as
needed to enhance the annual training program. Our information technology professionals also receive additional
training related to their position.
There can be no guarantee that our policies and procedures will be effective. Although our risk factors include
further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats,
including as a result of any previous cybersecurity incidents, have not materially affected our business to date. We
can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including
our business strategy, results of operations or financial condition.
For more information about the cybersecurity risks we face, see the risk factors entitled “We rely heavily on
technology to operate our business and cybersecurity threats or other disruptions to our technology infrastructure
could harm our business or reputation” and "We use AI in our business, and its use could result in reputational harm,
competitive harm, cybersecurity risks and legal liability, which could have a material adverse effect on our results of
operations" in Item 1A. Risk Factors.
Governance
Management is responsible for the day-to-day assessment and management of cybersecurity risks. Saia’s
Director of Information Security and Compliance, who reports to the Executive Vice President and Chief Information
Officer, has primary oversight of our cybersecurity risk management and strategy processes. The Director of
Information Security and Compliance has served in information security roles since 2001 and led the information
security function for a large health care system prior to joining Saia. He has a Bachelor of Science degree in
Information Technology with a Concentration in Information Assurance and Security.

28
The Director of Information Security and Compliance assesses our cybersecurity readiness through internal
assessment tools as well as third-party control testing, vulnerability assessments and evaluation against industry
standards. We maintain compliance structures that are designed to elevate issues relating to cybersecurity to our
Director of Information Security and Compliance and to our Executive Vice President and Chief Information Officer.
The Board of Directors has oversight responsibility for Saia’s strategic and operational risks. Although the
Board has delegated oversight responsibility for certain risks to its committees, the Board has determined that
oversight for cybersecurity should remain with the full Board. The Board regularly receives reports from the
Executive Vice President and Chief Information Officer concerning the Company’s cybersecurity risk management
and strategies and related processes, technologies and controls.
Item 2. Properties
Saia is headquartered in Johns Creek, Georgia and has additional general offices in Houma, Louisiana and Boise,
Idaho. At December 31, 2024, Saia owned 131 service facilities, including the Houma, Louisiana general office, and
leased 87 service facilities, including the Johns Creek, Georgia corporate office, the Boise, Idaho general office and
the Dallas, Texas warehouse. At December 31, 2024, Saia owned 60 percent of its service facilities, accounting for
71 percent of its door capacity. This mix follows Saia’s strategy of seeking to own strategically-located facilities that
are integral to its operations and lease service facilities in smaller markets to allow for more flexibility. As of December
31, 2024, Saia owned approximately 6,600 tractors and 26,200 trailers, inclusive of trailers acquired with finance
leases.
Top 20 Saia Terminals by Number of Doors at December 31, 2024
Location
Own/Lease
Doors
Dallas, TX
Own
278
Harrisburg, PA
Own
245
Houston, TX
Own
234
Atlanta, GA
Own
217
Memphis, TN
Own
200
Salt Lake City, UT
Own
188
Fontana, CA
Own
162
Chicago, IL
Lease
153
Buford, GA
Own
153
Indianapolis, IN
Own
147
Garland, TX
Own
145
Edwardsville, KS
Lease
134
Phoenix, AZ
Own
121
Richmond, VA
Own
118
Nashville, TN
Own
116
Cleveland, OH
Own
115
Charlotte, NC
Own
108
Kansas City, MO
Own
102
Newburgh, NY
Lease
101
Newark, NJ
Lease
101
Item 3. Legal Proceedings
The Company is subject to legal proceedings that arise in the ordinary course of its business. The Company
believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for
probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect
on its financial condition but could have a material adverse effect on its results of operations in a given quarter or
annual period.

29
Item 4. Mine Safety Disclosures
Not applicable.

30
PART II.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Stock Information
Saia’s common stock is listed under the symbol “SAIA” on the Nasdaq Global Select Market.
Stockholders
As of January 31, 2025, there were 694 holders of record of our common stock.
Dividends
We have not paid a cash dividend on our common stock. Any payment of dividends in the future is dependent
upon our financial condition, capital requirements, earnings, cash flow and other factors.
Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
Period
(a) Total
Number of
Shares (or
Units)
Purchased (1)
(b) Average
Price Paid
per Share
(or Unit)
(c) Total Number
of Shares (or
Units) Purchased
as Part of
Publicly
Announced Plans
or Programs
(d) Maximum
Number (or
Approximate Dollar
Value) of Shares (or
Units) that may Yet
be Purchased under
the Plans or
Programs
October 1, 2024 through
October 31, 2024
— (2)
$— (2)
—
$—
November 1, 2024 through
November 30, 2024
— (3)
$— (3)
—
$—
December 1, 2024 through
December 31, 2024
420 (4)
$479.94 (4)
—
$—
Total
420
—
(1) Any shares purchased by the Saia, Inc. Executive Capital Accumulation Plan are open market purchases. For
more information on the Saia, Inc. Executive Capital Accumulation Plan, see the Registration Statement on
Form S-8 (No. 333-155805) filed on December 1, 2008.
(2) The Saia, Inc. Executive Capital Accumulation Plan sold 450 shares of Saia stock at an average price of $477.13
per share on the open market during the period of October 1, 2024 through October 31, 2024.
(3) The Saia, Inc. Executive Capital Accumulation Plan sold 430 shares of Saia stock at an average price of $557.88
per share on the open market during the period of November 1, 2024 through November 30, 2024.
(4) The Saia, Inc. Executive Capital Accumulation Plan had no sales of Saia stock during the period of December 1,
2024 through December 31, 2024.

31
Performance Graph
The graph below compares the cumulative five year total stockholder return on Saia, Inc. common stock relative
to the cumulative total stockholder returns of the Russell 2000 index, the NASDAQ Transportation index and a
customized peer group of eleven companies. Individual companies within the custom peer group are listed below.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common
stock, in each index and in each of the companies in the peer group on December 31, 2019 and its relative performance
is tracked through December 31, 2024.
Companies included in the peer group are: ArcBest Corp., Hub Group Inc., J. B. Hunt Transport Services Inc.,
Knight-Swift Transportation Holdings Inc., Landstar System Inc., Old Dominion Freight Line Inc., Saia Inc.,
Schneider National Inc., TFI International Inc., Werner Enterprises Inc. and XPO Inc.

32
Cumulative Total Return
Period Ending
Index
12/31/2019
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
Saia, Inc.
$100.00
$194.16
$361.93
$225.17
$470.60
$489.40
Russell 2000
$100.00
$119.96
$137.74
$109.59
$128.14
$142.93
NASDAQ Transportation
$100.00
$106.29
$120.41
$97.55
$130.87
$133.76
Peer Group
$100.00
$135.01
$222.22
$181.74
$253.02
$244.25

33
Item 6. [Reserved]

34
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 2024 and 2023 results and year-to-year comparisons between 2024 and 2023. Discussions of our 2022
results and year-to-year comparisons between 2023 and 2022 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, 2023, which was filed with the
Securities and Exchange Commission on February 23, 2024.
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;
•
capacity and highway infrastructure constraints;
•
risks arising from new or higher tariffs;
•
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;
•
failure to operate and grow acquired businesses in a manner that support the value allocated to acquired
businesses;
•
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 synergies and the disruption to our business due to 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;
•
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;
•
unforeseen costs from new and existing data privacy laws;
•
changes to the way LTL freight is categorized;
•
costs from new and existing laws regarding how to classify workers;
•
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;
•
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 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 and improve 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

36
effectiveness and asset utilization (primarily tractors and trailers). Pricing initiatives 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.
The Company’s operating revenue increased by 11.4 percent in 2024 compared to 2023. The increase was a
result of increased volume and pricing actions, which included 7.9, 7.5 and 6.5 percent general rate increases on
October 21, 2024, December 4, 2023 and January 30, 2023, respectively, for customers subject to general rate
increases. Additionally, the Company experienced year over year increases in shipments and tonnage partially as a
result of the redistribution of freight due to industry consolidation mid-year 2023. These increases were offset by a
decrease in fuel surcharge revenue, resulting from lower diesel fuel prices.
Consolidated operating income increased to $482.2 million for 2024 compared to $460.5 million in 2023. The
increase in 2024 operating income resulted primarily from increased volumes partially offset by increases in salaries,
wages and benefits, including workers' compensation claims and related expense, and depreciation expense.
The Company generated $583.7 million in net cash provided by operating activities in 2024 versus $577.9
million in 2023. The Company used $1,035.9 million of net cash in investing activities during 2024 compared to
$448.7 million during 2023.
General
The following Management’s Discussion and Analysis 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 more than 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 non-asset truckload, expedited 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
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.

37
Results of Operations
Saia, Inc. and Subsidiaries
Selected Results of Operations and Operating Statistics
For the years ended December 31, 2024 and 2023
(in thousands, except ratios, workdays, revenue per hundredweight,
revenue per shipment, pounds per shipment and length of haul)
Percent
Variance
2024
2023
'24 v. '23
Operating Revenue
$3,209,074
$2,881,433
11.4%
Operating Expenses:
Salaries, wages and employees’ benefits
1,487,847
1,301,280
14.3
Purchased transportation
237,306
238,688
(0.6)
Fuel and other operating expenses
791,656
702,124
12.8
Depreciation and amortization
210,105
178,845
17.5
Operating Income
482,160
460,496
4.7
Operating Ratio
85.0%
84.0%
Non-operating (Income) Expenses, Net
6,152
(5,731)
(207.3)
Working Capital (as of December 31, 2024 and 2023)
157,409
326,638
Net Acquisitions of Property and Equipment
1,040,863
437,152
Saia LTL Freight Operating Statistics:
Workdays
254
252
LTL Tonnage
6,037
5,543
8.9
LTL Shipments
8,988
7,997
12.4
LTL Revenue per hundredweight
$25.89
$25.38
2.0
LTL Revenue per hundredweight, excluding fuel
surcharges
$21.90
$20.99
4.3
LTL Revenue per shipment
$347.81
$351.90
(1.2)
LTL Revenue per shipment, excluding fuel surcharges
$294.23
$291.00
1.1
LTL Pounds per shipment
1,343
1,386
(3.1)
LTL Length of haul
891
894
(0.3)
Year ended December 31, 2024 as compared to year ended December 31, 2023
Revenue and volume
Consolidated revenue increased 11.4 percent to $3.2 billion primarily due to increased shipments and tonnage,
partially as a result of a redistribution of freight due to a competitor bankruptcy in 2023. Saia’s LTL tonnage increased
8.9 percent while LTL shipments increased 12.4 percent for 2024. Overall LTL revenue per shipment, excluding fuel
surcharges, increased 1.1 percent in 2024 as a result of pricing actions and changes in business mix. For 2024 and
2023, 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
7.9, 7.5 and 6.5 percent general rate increases on October 21, 2024, December 4, 2023 and January 30, 2023,
respectively. Competitive factors, customer turnover and mix changes, among other things, impact the extent to which
customer rate increases are retained over time.

38
Operating revenue includes fuel surcharge revenue from the Company’s fuel surcharge program. This program
is designed to reduce the Company’s 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 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 decreased to 15.0 percent of
operating revenue in 2024 compared to 16.9 percent in 2023 primarily as a result of decreases in the cost of diesel
fuel.
Operating expenses and margin
Consolidated operating income increased to $482.2 million in 2024 compared to $460.5 million in 2023. The
increase in 2024 operating income resulted primarily from increased volumes which were partially offset by increases
in salaries, wages and benefits, including workers' compensation claims and related expense, and depreciation
expense. The 2024 operating ratio (operating expenses divided by operating revenue) was 85.0 percent as compared
to 84.0 percent in 2023.
Salaries, wages and employees’ benefits expense increased $186.6 million in 2024 compared to 2023. This
increase was largely driven by increased head count to support increased volumes, ongoing business growth and
network expansion, as well as, increased training hours and a Company-wide wage increase in July 2024 of
approximately 4.1 percent, excluding executives. In addition, other employee related costs increased, including an
increase in the number and costs of workers' compensation claims and unfavorable development of historical claims.
Purchased transportation expense decreased $1.4 million in 2024 compared to 2023 primarily due to a decrease in cost
per mile. Fuel, operating expenses and supplies increased by $65.7 million primarily driven by increased facility costs
and administrative costs related to increased volumes and expanded footprint. Claims and insurance expense in 2024
was $9.7 million higher than 2023 largely due to increased auto liability and cargo claims activity and development
of open claims. The Company experiences volatility in accident expense from time to time as a result of utilizing self-
insurance as a part of its risk management program. Depreciation and amortization expense increased $31.3 million
in 2024 compared to 2023 primarily due to ongoing investments in revenue equipment and network expansion.
Other
Interest expense in 2024 was $6.4 million greater than 2023 due to interest expense related to increased
borrowings under the credit arrangements in 2024. Interest income in 2024 was $5.2 million less than 2023 due to due
to decreased deposit balances during the period. The effective income tax rate was 23.9 percent for the years ended
December 31, 2024 and 2023.
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 strength of the 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 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 21, 2024, Saia implemented a 7.9
percent general rate increases for customers comprising approximately 25 percent of Saia’s 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.”

39
Effective July 2024, the Company implemented a salary and wage increase of approximately 4.1 percent for all
of its employees, excluding executives. The total cost of the compensation increase is expected to be approximately
$59.0 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, including the cost and availability of drivers, dock workers and personnel, and
purchased transportation, diesel fuel and insurance costs and inflation.
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.
Recent Accounting Pronouncements Adopted in 2024
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The
standard requires all entities with a single reportable segment to apply all segment disclosure requirements. This
standard became effective for annual reporting periods beginning after December 15, 2023 and interim reporting
periods beginning after December 15, 2024. The Company adopted the standard on a retrospective basis for the 2024
annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.
Recently Issued Accounting Pronouncements
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 is currently evaluating the impact of this standard on its
consolidated financial statements and related disclosures.
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.
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, 2024 was $157.4 million compared to $326.6 million at December 31, 2023.
This decrease is primarily due to a decrease in cash and cash equivalents of $276.7 million to fund the Yellow
Corporation real estate acquisitions and additional revenue equipment used to support higher volumes and expanded
footprint, partially offset by an increase in income taxes receivable and decreases in accounts payable and wages,
vacation and employees' benefits.

40
A summary of our cash flows is presented below:
Years ended
2024
2023
(in thousands)
Cash and cash equivalents, beginning of year
$296,215
$187,390
Net Cash flows provided by (used in):
Operating activities
583,702
577,945
Investing activities
(1,035,864)
(448,696)
Financing activities
175,420
(20,424)
Net Increase (Decrease) in Cash and Cash Equivalents
(276,742)
108,825
Cash and cash equivalents, end of year
$19,473
$296,215
Cash flows from operating activities were $583.7 million for 2024 versus $577.9 million for 2023 largely driven
by increased depreciation and amortization and deferred income taxes, partially offset by changes in other assets and
liabilities. For 2024, net cash used in investing activities was $1,035.9 million versus $448.7 million in 2023 primarily
due to the acquisition of terminals from Yellow Corporation in January 2024 in addition to increased purchases of
revenue equipment to support higher volumes and expanded footprint. Net cash used in financing activities was $175.4
million in 2024 versus $20.4 million in 2023 as a result of 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,
2024, the Company has $473.8 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 and wage and benefit accruals. The Company was in
compliance with its debt covenants at December 31, 2024.
Net capital expenditures pertain primarily to investments in tractors and trailers and other revenue equipment,
information technology, land and structures. Projected net capital expenditures for 2025 are expected to be over $700
million compared to 2024 net capital expenditures of $1.0 billion. Estimated 2025 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.
Net capital expenditures are summarized in the following table (in millions):
Years ended
2024
2023
2022
Land and structures:
Additions
$504.0
$267.3
$163.5
Sales
(0.2)
(0.1)
—
Revenue equipment, net
473.1
133.3
168.6
Technology and other
64.0
36.7
33.4
Total
$1,040.9
$437.2
$365.5
In addition to the amounts disclosed in the table above, the Company had an additional $24.4 million in capital
expenditures for revenue equipment that was received but not paid for prior to December 31, 2024.

41
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 December 31, 2024.
At 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 December 31, 2023, the Company had no outstanding
borrowings and outstanding letters of credit of $32.1 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
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, 2024.

42
At December 31, 2024 and 2023, the Company had outstanding notes under the Shelf Agreement of $100.0
million and $0, respectively.
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 $6.3
million and $16.5 million as of December 31, 2024 and 2023, respectively. Amortization of assets held under the
finance leases is included in depreciation expense. The weighted average interest rates for the finance leases at
December 31, 2024 and 2023 were 4.09% and 3.95%, 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. Total contractual obligations
for operating leases at December 31, 2024 totaled $147.3 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 $6.4 million at
December 31, 2024, which include both principal and interest components. Purchase obligations at December 31,
2024 were $27.7 million. As of December 31, 2024 the Revolving Credit Facility had $94.0 million outstanding
principal balance and the Shelf Agreement had $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, 2024 the Company had total outstanding letters of
credit of $32.2 million and $60.6 million in surety bonds.
In addition to any principal amounts disclosed, the Company has interest obligations of approximately $13.4
million for 2025, based on borrowings and commitments outstanding at December 31, 2024.
The Company has accrued approximately $3.2 million for uncertain tax positions and accrued interest and
penalties of $0.4 million related to the uncertain tax positions as of December 31, 2024.
At December 31, 2024, the Company has $109.5 million accrued for claims, insurance and other liabilities.
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 portions 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

43
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,
2024.
•
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.
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, 2024.
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

44
financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on
changing circumstances and the receipt of new or better information.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to a variety of market risks including the effects of interest rates and diesel fuel prices.
The detail of the Company’s debt structure is more fully described in the Notes to the audited Consolidated Financial
Statements set forth in this Form 10-K. To help mitigate our exposure to rising diesel fuel prices, the Company has an
established fuel surcharge program.
The following table provides information about the Company’s debt as of December 31, 2024. The table
presents annual principal cash flows (in millions) and related weighted average interest rates by contractual maturity
dates. The fair value of fixed rate debt is based on current market interest rates for similar types of financial
instruments, reflective of level two inputs. The carrying amount of the Company’s variable rate debt approximates
fair value as interest rates approximate the current rates available to the Company.
As of December 31, 2024
2025
2026
2027
2028
2029
Thereafter
Total
Fair Value
Fixed rate debt
$5.3
$1.0
$—
$—
$100.0
$—
$106.3
$106.5
Average interest rate
4.3%
3.5%
—
—
6.1%
—
Variable rate debt
$—
$—
$—
$—
$94.0
$—
$94.0
$94.0
Average interest rate
—
—
—
—
6.6%
—

45
Item 8. Financial Statements and Supplementary Data
FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm................................................................................
46
Consolidated Balance Sheets — December 31, 2024 and 2023............................................................................
50
Consolidated Statements of Operations — Years ended December 31, 2024, 2023 and 2022.............................
51
Consolidated Statements of Stockholders’ Equity — Years ended December 31, 2024, 2023 and 2022 ...........
52
Consolidated Statements of Cash Flows — Years ended December 31, 2024, 2023 and 2022............................
53
Notes to Consolidated Financial Statements .........................................................................................................
54

46
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Saia, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Saia, Inc. and subsidiaries (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash
flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Evaluation of the estimated liabilities for self-insured workers’ compensation and bodily injury claims
As discussed in Note 1 to the consolidated financial statements, the Company has recorded estimated liabilities
for claims related to workers’ compensation and bodily injury. These liabilities are recorded within claims and
insurance accruals (current) of $43.1 million, and claims, insurance, and other (non-current) of $66.4 million, as
of December 31, 2024.
We identified the evaluation of the estimated liabilities for self-insured workers’ compensation and bodily

47
injury claims as a critical audit matter because of the inherent uncertainty in the amounts that will ultimately be
paid to settle these claims. Factors that may affect the settlement cost of claims include the length of time the
claim remains open, its potential severity, and the results of litigation. Additionally, the Company’s liabilities
include estimates for future development of claims and specialized skills were needed to evaluate the actuarial
methods and assumptions used to make these estimates.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance
processes, including controls over the methods and assumptions used in estimating the liabilities. We evaluated
the Company’s accruals for a selection of reported claims by comparing the individual accruals to current
available information, which included claim files and attorneys’ letters, and we tested the Company’s historical
paid loss data by inspecting a sample of claim payments. In addition, we involved an actuarial professional with
specialized skills and knowledge, who assisted by comparing the Company’s actuarial methods with generally
accepted actuarial methods and evaluating the key assumptions used in determining the liabilities.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Atlanta, Georgia
February 24, 2025

48
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Saia, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Saia, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December
31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year
period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our
report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

49
/s/ KPMG LLP
Atlanta, Georgia
February 24, 2025

50
Saia, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
December 31,
2024
December 31,
2023
ASSETS
Current Assets:
Cash and cash equivalents
$
19,473
$
296,215
Accounts receivable, less allowances of $4,224 in 2024 and $4,427 in 2023
322,991
311,742
Prepaid expenses
35,497
32,648
Income tax receivable
44,107
1,005
Other current assets
13,701
7,084
Total current assets
435,769
648,694
Property and Equipment, at cost
3,790,069
2,881,800
Less-accumulated depreciation and amortization
1,233,134
1,118,492
Net property and equipment
2,556,935
1,763,308
Operating Lease Right-of-Use Assets
126,828
118,734
Goodwill and Identifiable Intangibles, net
16,442
17,296
Other Noncurrent Assets
30,883
35,533
Total assets
$
3,166,857
$
2,583,565
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
114,560
$
141,877
Wages, vacation and employees’ benefits
49,953
75,514
Claims and insurance accruals
43,126
41,641
Other current liabilities
38,036
27,094
Current portion of long-term debt
5,313
10,173
Current portion of operating lease liability
27,372
25,757
Total current liabilities
278,360
322,056
Other Liabilities:
Long-term debt, less current portion
194,981
6,315
Operating lease liability, less current portion
96,798
96,462
Deferred income taxes
219,062
155,841
Claims, insurance and other
66,385
61,397
Total other liabilities
577,226
320,015
Commitments and Contingencies (Note 3)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized,
none issued and outstanding
—
—
Common stock, $0.001 par value, 100,000,000 shares authorized,
26,598,512 and 26,549,372 shares issued and outstanding at
December 31, 2024 and 2023, respectively
27
27
Additional paid-in-capital
295,106
285,092
Deferred compensation trust, 70,100 and 69,672 shares of common
stock at cost at December 31, 2024 and 2023, respectively
(7,981)
(5,679)
Retained earnings
2,024,119
1,662,054
Total stockholders’ equity
2,311,271
1,941,494
Total liabilities and stockholders’ equity
$
3,166,857
$
2,583,565
See accompanying notes to consolidated financial statements.

51
Saia, Inc. and Subsidiaries
Consolidated Statements of Operations
For the years ended December 31, 2024, 2023 and 2022
(in thousands, except per share data)
2024
2023
2022
Operating Revenue
$
3,209,074
$
2,881,433
$2,792,057
Operating Expenses:
Salaries, wages and employees’ benefits
1,487,847
1,301,280
1,169,539
Purchased transportation
237,306
238,688
315,896
Fuel, operating expenses and supplies
629,402
563,688
558,456
Operating taxes and licenses
80,128
69,542
63,824
Claims and insurance
77,649
67,984
56,601
Depreciation and amortization
210,105
178,845
157,203
Operating losses, net
4,477
910
50
Total operating expenses
2,726,914
2,420,937
2,321,569
Operating Income
482,160
460,496
470,488
Non-operating (Income) Expenses:
Interest expense
8,930
2,535
2,611
Interest income
(1,049)
(6,208)
(217)
Other, net
(1,729)
(2,058)
46
Non-operating (income) expenses, net
6,152
(5,731)
2,440
Income Before Income Taxes
476,008
466,227
468,048
Income Tax Expense
113,943
111,370
110,626
Net Income
$
362,065
$
354,857
$ 357,422
Weighted average common shares outstanding – basic
26,689
26,632
26,520
Weighted average common shares outstanding – diluted
26,802
26,763
26,674
Basic Earnings Per Share
$
13.57
$
13.32
$
13.48
Diluted Earnings Per Share
$
13.51
$
13.26
$
13.40
See accompanying notes to consolidated financial statements.

52
Saia, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2024, 2023 and 2022
(in thousands)
Common
Shares
Common
Stock
Additional
Paid-in
Capital
Deferred
Compensation
Trust
Retained
Earnings
Total
Balance at December 31, 2021
26,337
$26
$274,633
$(4,101)
$949,775 $1,220,333
Stock compensation, including options and
long-term incentives
—
—
7,657
—
—
7,657
Director deferred share activity
2
—
1,170
—
—
1,170
Exercise of stock options less shares withheld
for taxes
62
—
4,511
—
—
4,511
Shares issued for long-term incentive awards,
net of shares withheld for taxes
63
—
(11,752)
—
—
(11,752)
Purchase of shares by Deferred Compensation
Trust
—
—
3,254
(3,254)
—
—
Sale of shares by Deferred Compensation Trust
—
—
(2,107)
2,107
—
—
Net income
—
—
—
—
357,422
357,422
Balance at December 31, 2022
26,464
26
277,366
(5,248)
1,307,197
1,579,341
Stock compensation, including options and
long-term incentives
—
—
10,219
—
—
10,219
Director deferred share activity
2
—
1,417
—
—
1,417
Exercise of stock options less shares withheld
for taxes
35
—
4,875
—
—
4,875
Shares issued for long-term incentive awards,
net of shares withheld for taxes
48
1
(9,216)
—
—
(9,215)
Purchase of shares by Deferred Compensation
Trust
—
—
620
(620)
—
—
Sale of shares by Deferred Compensation Trust
—
—
(189)
189
—
—
Net income
—
—
—
—
354,857
354,857
Balance at December 31, 2023
26,549
27
285,092
(5,679)
1,662,054
1,941,494
Stock compensation, including options and
long-term incentives
—
—
12,822
—
—
12,822
Director deferred share activity
2
—
1,423
—
—
1,423
Exercise of stock options less shares withheld
for taxes
20
—
2,574
—
—
2,574
Shares issued for long-term incentive awards,
net of shares withheld for taxes
28
—
(9,107)
—
—
(9,107)
Purchase of shares by Deferred Compensation
Trust
—
—
3,019
(3,019)
—
—
Sale of shares by Deferred Compensation Trust
—
—
(717)
717
—
—
Net income
—
—
—
—
362,065
362,065
Balance at December 31, 2024
26,599
$27
$295,106
$(7,981) $2,024,119 $2,311,271
See accompanying notes to consolidated financial statements.

53
Saia, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2024, 2023 and 2022
(in thousands)
2024
2023
2022
Operating Activities:
Net income
$362,065
$354,857
$357,422
Noncash items included in net income:
Depreciation and amortization
210,105
178,845
157,203
Allowance for credit losses
3,412
1,955
3,074
Deferred income taxes
63,221
10,070
21,634
Loss from property disposals, net
4,477
910
50
Stock-based compensation
14,243
11,636
8,827
Changes in operating assets and liabilities:
Accounts receivable
(14,661)
(23,391)
(16,624)
Accounts payable
(816)
10,752
(9,523)
Change in other assets and liabilities, net
(58,344)
32,311
(49,037)
Net cash provided by operating activities
583,702
577,945
473,026
Investing Activities:
Acquisition of property and equipment
(1,043,557)
(439,879)
(367,429)
Proceeds from disposal of property and equipment
2,694
2,727
1,917
Other
4,999
(11,544)
—
Net cash used in investing activities
(1,035,864)
(448,696)
(365,512)
Financing Activities:
Repayments of revolving credit facility
(1,060,100)
—
(1,000)
Borrowings of revolving credit facility
1,154,100
—
1,000
Borrowings on private shelf agreement
100,000
—
—
Proceeds from stock option exercises
2,574
4,875
4,511
Shares withheld for taxes
(9,107)
(9,216)
(11,752)
Repayment of finance leases
(10,193)
(14,520)
(19,471)
Other financing activity
(1,854)
(1,563)
—
Net cash (used in) provided by financing activities
175,420
(20,424)
(26,712)
Net Increase (Decrease) in Cash and Cash Equivalents
(276,742)
108,825
80,802
Cash and cash equivalents, beginning of year
296,215
187,390
106,588
Cash and cash equivalents, end of year
$19,473
$296,215
$187,390
See accompanying notes to consolidated financial statements.

54
Saia, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024, 2023 and 2022
1.
Description of Business and Summary of Accounting Policies
Description of Business
Saia, Inc., and its subsidiaries (Saia or the Company), is headquartered in Johns Creek, Georgia. Saia is a leading,
less-than-truckload (LTL) motor carrier with more than 97% of its revenue derived from transporting LTL shipments
for customers. In addition to the core LTL services provided in the 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.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Saia, Inc. and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial
statements.
Use of Estimates
The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting
principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenues and expenses. Management makes its best estimate of the ultimate outcome for these
items based on historical trends and other information available when the financial statements are prepared. Changes
in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period
when new information becomes available to management. Areas where the nature of the estimate makes it reasonably
possible that actual results could materially differ from amounts estimated include: revenue reserves; self-insurance
accruals; long-term incentive compensation; tax liabilities; loss contingencies; litigation claims; and impairment
assessments on long-lived assets and goodwill.
Recent Accounting Pronouncements Adopted in 2024
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The
standard requires all entities with a single reportable segment to apply all segment disclosure requirements. This
standard became effective for annual reporting periods beginning after December 15, 2023 and interim reporting
periods beginning after December 15, 2024. The Company adopted the standard on a retrospective basis for the 2024
annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.
Recently Issued Accounting Pronouncements
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 is currently evaluating the impact of this standard on its
consolidated financial statements and related disclosures.

55
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.
Summary of Accounting Policies
Significant accounting policies and practices used in the preparation of the accompanying consolidated financial
statements are as follows:
Cash and Cash Equivalents:
Cash and cash equivalents includes cash on hand and short term marketable
securities with original maturities of three months or less.
Spare Parts, Fuel and Operating Supplies:
Spare parts, fuel and operating supplies on hand are carried at
average cost and are included in other current assets on the accompanying consolidated balance sheets.
Property and Equipment:
Property and equipment are carried at cost less accumulated depreciation.
Replacements and improvements that extend the useful life of an asset are capitalized, while repairs and maintenance
that do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company
evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value
of assets may not be recoverable.
Depreciation is computed using the straight-line method, except for tractors (included in revenue equipment)
for which the declining-balance method is used. The following service lives are used to compute depreciation:
Years
Structures
15 to 25
Revenue equipment
6 to 20
Technology equipment and software
3 to 5
Other
3 to 10
At December 31, property and equipment consisted of the following (in thousands):
2024
2023
Land
$
350,593
$
272,633
Structures
1,238,969
813,146
Revenue equipment
1,810,389
1,470,913
Technology equipment and software
225,504
176,854
Other
164,614
148,254
Total property and equipment, at cost
$ 3,790,069
$ 2,881,800
The Company’s investment in technology equipment and software consists primarily of systems to support
customer service, maintenance and freight management. Depreciation and amortization expense (including
amortization of assets under finance leases) was $209.2 million, $177.9 million and $156.2 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
The Company periodically evaluates estimated useful lives of property and equipment considering its planned
and actual usage, planned and actual maintenance and replacement, and other relevant physical and economic factors
that may affect our use of the assets. During the second quarter of 2024, the Company determined that the estimated
useful lives of certain of its trailers and dollies should be extended from 14 years to 20 years. This change was
recognized prospectively. The changes in estimates resulted in an increase in income from continuing operations of
approximately $7.7 million (a $5.8 million increase in net income) for the year ended December 31, 2024.

56
Claims and Insurance Accruals:
The Company maintains a significant amount of insurance coverage with
third-party insurance carriers that provides various levels of protection for covered risk exposure, including in the
areas of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health,
with coverage limits and retention and deductible amounts that vary based on policy periods and claim type. Claims
and insurance accruals related to workers’ compensation, bodily injury and property damage, casualty, cargo loss and
damage and group health are established by management based on estimates of losses that the Company will ultimately
incur on reported claims and on claims that have been incurred but not yet reported. Accruals are calculated on reported
claims based on an evaluation of the nature and severity of the claim, historical loss experience and on legal, economic
and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily
injury and property damage claims.
Income Taxes:
Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period enacted. As required by FASB Accounting Standards Codification (ASC) Topic
740, Income Taxes, the Company defines the threshold for recognizing the benefits of tax-filing positions in the
financial statements as “more-likely-than-not” to be sustained by the tax authority.
Revenue Recognition:
The Company’s revenues are derived primarily from the transportation of freight as it
satisfies performance obligations that arise from contracts with its customers.
The Company’s performance
obligations arise when it receives a bill of lading (BOL) to transport a customer's commodities at negotiated prices
contained in either a transportation services agreement or a publicly disclosed tariff rate. Once a BOL is received and
accepted, a legally-enforceable contract is formed whereby the parties are committed to perform and the rights of the
parties, shipping terms and conditions, and payment terms have been identified. Each shipment represents a distinct
service that is a separately identified performance obligation.
The typical transit time to complete a shipment is from one to five days. Billing for transportation services
normally occurs after completion of the service and payment is generally due within 30 days after the invoice date.
The Company recognizes revenue related to the Company’s LTL, non-asset truckload and expedited transportation
services over the transit time of the shipment as it moves from origin to destination based on the transit status at the
end of each reporting period.
Key estimates included in the recognition and measurement of revenue and related accounts receivable are as
follows:
•
Revenue associated with shipments in transit is recognized ratably over transit time; and
•
Adjustments to revenue for billing adjustments and collectability.
The portion of the gross invoice related to interline transportation services that involve the services of another
party, such as another LTL service provider, is not recorded in the Company’s revenues. Revenue from logistics
services is recognized as the services are provided.
Credit Risk:
The Company routinely grants credit to its customers. The risk of significant loss in trade
receivables is substantially mitigated by the Company’s credit evaluation process, short collection terms, low revenue
per transaction and services performed for a large number of customers, with no single customer representing more
than 5 percent of accounts receivable at year-end. Allowances for potential credit losses are based on historical loss
experience, current economic environment, expected trends and customer specific factors.
Stock-Based Compensation:
The Company has various stock-based compensation plans for its employees and
non-employee directors. The Company stock-based compensation includes awards of stock options, restricted stock
awards, and stock-based performance unit awards, all of which are accounted for under FASB ASC Topic 718,
Compensation-Stock Compensation. Stock options granted to employees are valued using a Black-Scholes-Merton
model with the expense amortized over the three-year vesting period. Restricted stock is valued based on the fair
market value of the Company's common stock at the date of grant and the expense is amortized over the three to five

57
year vesting period. Stock-based performance unit awards are valued using a Monte Carlo model and the expense is
amortized over the three-year vesting period.
Intangible Assets:
The Company tests goodwill for impairment annually and whenever events or changes in
circumstance indicate that impairment may have occurred. The Company first performs a qualitative assessment to
determine whether it is necessary to perform a quantitative assessment. The Company is not required to estimate the
fair value of a reporting unit unless the Company determines, based on qualitative assessment, that it is more likely
than not that its fair value is less than its carrying amount. Purchased intangible assets subject to amortization are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
Advertising:
The costs of advertising are expensed as incurred. Advertising costs charged to expense were
$5.0 million, $2.9 million, and $7.2 million in 2024, 2023 and 2022, respectively.
Financial Instruments:
The carrying amounts of financial instruments including cash and cash equivalents,
accounts receivable and accounts payable approximated fair value as of December 31, 2024 and 2023, because of the
relatively short maturity of these instruments. See Note 2 for fair value disclosures related to debt.
Segment Reporting:
Saia is comprised of a single reportable segment organized around its transportation
services. The segment provides core LTL and a wide range of other value-add transportation services to its customers
based on negotiated prices contained in either a transportation services agreement or a publicly disclosed tariff rate.
Saia derives revenue primarily in the United States and manages its business activities on a consolidated basis using
an integrated transportation network.
The chief operating decision maker (CODM) is the Chief Executive Officer who regularly reviews the operating
results of the Company's single operating segment at the consolidated company level. The accounting policies of the
segment are the same as those described in the summary of significant accounting policies. The CODM assesses
performance for the segment and determines how to allocate resources based on Saia's consolidated net income.
The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding
whether to reinvest profits into the Company or for other purposes, such as for acquisitions, to repay borrowings or to
pay dividends. The CODM also uses net income to monitor budget versus actual results, and in competitive analysis
by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted
versus actual results are used in assessing performance of the Company and in establishing management’s
compensation.
The measure of segment assets is reported on the balance sheet as total consolidated assets.

58
The following table presents selected financial information with respect to the Company’s single reportable
segment (in thousands):
For The Years Ended December 31,
2024
2023
2022
Revenue
$
3,209,074
$
2,881,433
$
2,792,057
Less:
Wages (a)
907,750
767,282
689,342
Salaries (a)
190,393
168,794
149,837
Purchased Transportation
237,306
238,688
315,896
Other Segment items (b)
1,179,631
1,065,270
1,009,337
Depreciation and Amortization
210,105
178,845
157,203
Interest Expense
8,930
2,535
2,611
Interest Income
(1,049)
(6,208)
(217)
Income Tax Expense
113,943
111,370
110,626
Segment and Consolidated Net Income
$
362,065
$
354,857
$
357,422
(a) Wages includes payroll costs for non-management employees generally paid on an hourly or per-mile
basis. Salaries includes payroll costs for exempt employees.
(b) Other segment items include employees' benefits, fuel, operating expenses and supplies, operating taxes
and licenses and claims and insurance.
2.
Debt and Financing Arrangements
At December 31, debt consisted of the following (in thousands):
December 31,
2024
December 31,
2023
Credit Arrangements, described below
$
194,000
$
—
Finance Leases, described below
6,294
16,488
Total debt
200,294
16,488
Less: current portion of long-term debt
5,313
10,173
Long-term debt, less current portion
$
194,981
$
6,315
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.
The Company is party to a credit agreement with a group of banks as well as a private shelf debt agreement to
fund capital investments, letters of credit and working capital needs.
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,

59
the amendment adjusts 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 modifies 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, 2024
At 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 December 31, 2023, the Company had no outstanding
borrowings and outstanding letters of credit of $32.1 million under the Revolving Credit Facility.
The carrying amount of the Company’s variable rate debt approximates fair value as interest rates approximate
the current rates available to the Company.
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 December 31, 2024.
At December 31, 2024 and 2023, the Company had outstanding notes under the Shelf Agreement of $100.0
million and $0, respectively. The estimated fair value of these notes approximates book value for each year.
Finance Leases
The Company is obligated under finance leases with seven-year terms which include obligations collateralized
by revenue equipment totaling $6.3 million and $16.5 million as of December 31, 2024 and 2023, respectively.
Amortization of assets held under the finance leases is included in depreciation and amortization expense.
The estimated fair value of the finance leases at December 31, 2024 and 2023 is $6.3 million and $16.1 million,
respectively, which is based on current market interest rates for similar types of financial instruments, reflective of
Level 2 inputs.

60
Other
The Company paid cash for interest of $7.7 million, $1.6 million, and $2.3 million for the years ended December
31, 2024, 2023 and 2022, respectively.
3.
Commitments, Contingencies and Uncertainties
The Company has contractual obligations and commitments in the form of finance leases, operating leases and
purchase commitments.
At December 31, 2024, the Company was committed under non-cancellable operating lease agreements
requiring minimum annual rentals payable as follows (in thousands):
Amount
2025
$
36,094
2026
28,798
2027
25,324
2028
20,381
2029
14,988
Thereafter
21,763
Total
$
147,348
Rent expense was $42.5 million, $37.2 million, and $33.4 million for the years ended December 31, 2024, 2023
and 2022, respectively. Management expects that in the normal course of business, leases will be renewed or replaced
as they expire. Finance and operating leases are discussed further in Note 4, "Leases."
Purchase commitments related to capital expenditures were $27.6 million at December 31, 2024. As of
December 31, 2024 and 2023, the Company had $24.4 million and $50.9 million, respectively, of capital expenditures
accrued for in accounts payable.
Other
The Company is subject to legal proceedings that arise in the ordinary course of its business. Management
believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for
probable and estimable losses and that the ultimate outcome of these actions will not have a material adverse effect
on its financial condition but could have a material adverse effect on its results of operations in a given quarter or
annual period.
4.
Leases
The Company’s leases include, but are not limited to, real estate, including terminals and general office
buildings, trailers, corporate fleet vehicles and other equipment. Leases with an initial term of 12 months or less are
not recorded on the consolidated balance sheet; the Company recognizes lease expense for these leases on a straight-
line basis over the lease term.
As of December 31, 2024 and 2023, approximately $18.2 million and $38.6 million, respectively, of finance
leased assets, net of amortization, were included in property and equipment. Accumulated amortization for these
assets totaled $16.2 million and $31.2 million as of the same periods ended.
A summary of the lease costs for the years ended December 31, 2024 and 2023 follows (in thousands):

61
2024
2023
Finance lease cost:
Amortization of right-of-use assets
$
3,770
$
5,693
Interest on lease liabilities
426
883
Operating lease cost (includes variable and sublease costs as they are
immaterial)
38,755
34,522
Short-term lease cost
15,336
16,303
Total lease cost
$
58,287
$
57,401
Other Information
Right-of-use assets obtained in exchange for new finance
lease liabilities
—
—
Right-of-use assets obtained in exchange for new operating
lease liabilities
40,540
27,026
The discount rate used in the Company's calculation of its right-of-use assets and corresponding lease liabilities
was determined based on the rate implicit in the lease if readily determinable, or its incremental borrowing rate, which
approximates the rate at which the Company could borrow, on a collateralized basis, over the term of a lease.
Supplemental cash flow and balance sheet information related to leases was as follows (in thousands, except where
noted):
2024
2023
Cash paid for amounts included in the measurement of
lease liabilities
Operating cash outflows from finance leases
$
444
$
890
Operating cash outflows from operating leases
37,844
35,339
Financing cash outflows from finance leases
10,193
14,520
Weighted-average remaining lease term - finance leases
(years)
0.7
1.2
Weighted-average remaining lease term - operating leases
(years)
5.2
5.4
Weighted-average discount rate - finance leases
4.1%
4.0%
Weighted-average discount rate - operating leases
5.5%
5.4%
As of December 31, 2024, maturities of lease liabilities were as follows (in thousands):
Operating Leases
Finance Leases
Maturity of Lease Liabilities
2025
$
36,094
$
5,434
2026
28,798
993
2027
25,324
-
2028
20,381
-
2029
14,988
-
Thereafter
21,763
-
Total lease payments
147,348
6,427
Less: Interest
23,178
133
Present value of lease liabilities
$
124,170
$
6,294

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5.
Goodwill and Other Intangible Assets
There was no change to the carrying amount of goodwill of $12.1 million for fiscal years ending December 31,
2024, 2023 and 2022, respectively.
The gross amounts and accumulated amortization of identifiable intangible assets are as follows (in thousands):
December 31, 2024
December 31, 2023
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Amortizable intangible assets:
Customer relationships (useful life of 6-15 years)
$
19,000
$
15,171
$
19,000
$
14,417
Trademarks (useful life of 15 years)
1,500
992
1,500
892
Total
$
20,500
$
16,163
$
20,500
$
15,309
Amortization expense for intangible assets was $0.9 million for 2024, $0.9 million in 2023 and $1.0 million in
2022. Estimated amortization expense for the next five years is as follows (in thousands):
Amount
2025
$
853
2026
853
2027
853
2028
853
2029
853
6.
Computation of Earnings Per Share
The calculation of basic earnings per common share and diluted earnings per common share is as follows (in
thousands except per share amounts):
For The Years Ended December 31,
2024
2023
2022
Numerator:
Net income
$
362,065
$ 354,857
$
357,422
Denominator:
Denominator for basic earnings per share–weighted
average common shares
26,689
26,632
26,520
Dilutive effect of share-based awards
113
131
154
Denominator for diluted earnings per share–adjusted
weighted average common shares
26,802
26,763
26,674
Basic Earnings Per Share
$
13.57
$
13.32
$
13.48
Diluted Earnings Per Share
$
13.51
$
13.26
$
13.40
In 2024, there were 50 anti-dilutive share-based awards. In 2023, there were 5,790 anti-dilutive share-based
awards. In 2022, there were 22,237 anti-dilutive share-based awards.
7.
Stockholders’ Equity
Deferred Compensation Plan
The Saia Executive Capital Accumulation Plan (Capital Accumulation Plan) is a nonqualified deferred
compensation plan for Saia executives. The Capital Accumulation Plan allows for the plan participants to invest in
the Company’s common stock. Elections to invest in the Company’s common stock are irrevocable, and upon
distribution, the funds invested in the Company’s common stock are paid out in Company common stock rather than

63
cash. At December 31, 2024 and 2023, the Company’s rabbi trust, which holds the investments for the Capital
Accumulation Plan, held 70,100 and 69,672 shares of the Company’s common stock, respectively, all of which were
purchased on the open market.
The following table summarizes the shares of the Company’s common stock that were purchased and sold by
the Company’s rabbi trust (in thousands except share amounts):
For The Years Ended December 31,
2024
2023
2022
Shares of common stock purchased
7,310
2,110
12,117
Aggregate purchase price of shares purchased
$
3,019
$
620
$
3,254
Shares of common stock sold
6,882
2,420
36,762
Aggregate sale price of shares sold
$
2,929
$
835
$
10,370
Company common stock held by the rabbi trust is accounted for within stockholders' equity similar to treasury
stock at historical cost with the corresponding deferred compensation obligation also presented within stockholders'
equity as additional paid-in capital.
Directors’ Deferred Compensation
Under the Company’s Directors’ Deferred Fee Plan, non-employee directors may elect to defer all or a portion
of their annual fees and retainers. Such deferrals are converted into units equivalent to the value of the Company’s
stock. Upon the director’s termination, death or disability, accumulated deferrals are distributed in the form of
Company common stock in accordance with elections made by the directors. The Company had 101,951 and 100,110
shares reserved for issuance under the Directors’ Deferred Fee Plan at December 31, 2024 and 2023, respectively. The
shares reserved for issuance under the Directors’ Deferred Fee Plan are treated as common stock in computing basic
earnings per share.
8.
Stock-Based Compensation
The stockholders of the Company approved the 2018 Omnibus Incentive Plan (the 2018 Omnibus Plan) and the
Second Amended and Restated 2011 Omnibus Incentive Plan (the 2011 Omnibus Plan) to allow the Company to issue
equity based compensation to help attract and retain executive, managerial, supervisory or professional employees
and non-employee directors. The 2018 Omnibus Plan has 1,100,000 shares of common stock reserved. The 2011
Omnibus Plan had a total of 2,350,000 shares of common stock reserved. Following stockholder approval of the 2018
Omnibus Plan, no additional awards have been made under the 2011 Omnibus Plan.
The 2018 Omnibus Plan and the 2011 Omnibus Plan provide for the grant or award of stock options; stock
appreciation rights; restricted and unrestricted stock; restricted stock units; and performance unit awards.
At December 31, 2024 and 2023, 391,089 shares remain reserved and unissued under the provisions of the 2011
Omnibus Plan, a portion of which are allocated to outstanding stock options described below. At December 31, 2024
and 2023, 633,409 and 677,500 shares, respectively, remain reserved and unissued under the provisions of the 2018
Omnibus Plan, a portion of which are allocated to outstanding performance unit awards, outstanding stock options
and restricted stock described below. The Company has historically issued new shares to satisfy stock option exercises
or other awards issued under the 2018 Omnibus Plan and 2011 Omnibus Plan.
Stock option awards have been granted with an exercise price equal to the market price of the Company’s stock
at the date of grant. Stock option awards granted to employees under the plans to date are non-qualified stock options,
have vesting over three years, subject to earlier vesting upon a change of control and certain other events, and have a
seven-year contractual term.
The Company grants shares of restricted stock as part of its long-term incentive plan. These shares of restricted
stock generally vest over three years, subject to earlier vesting upon a change of control and certain other events. The
value of restricted stock is based on the fair market value of the Company’s common stock at the date of grant. In

64
addition, the Company has periodically granted shares of restricted stock to certain key executives that vests 25% after
three years, 25% after four years and the remaining 50% after five years, assuming the executive has been in
continuous service to the Company since the award date, subject to earlier vesting upon a change of control and certain
other events.
Stock option and restricted stock compensation expense of $7.5 million, $5.7 million and $3.9 million, was
recorded for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in salaries, wages and
employees’ benefits. As of December 31, 2024, there is unrecognized compensation expense of $7.2 million related
to unvested stock options and restricted stock, which is expected to be recognized over a weighted average period of
1.7 years.
The following table summarizes stock option activity for the year ended December 31, 2024 for employees:
Options
Weighted
Average
Exercise price
Weighted
Average
Remaining
Contractual
Life
(years)
Aggregate
Intrinsic Value
(in thousands)
Outstanding at December 31, 2023
37,442
$
170.79
3.8
$
10,013
Exercised
(20,086)
128.15
Forfeited
(814)
240.57
Outstanding at December 31, 2024
16,542
$
219.14
3.4
$
3,914
Exercisable at December 31, 2024
11,686
$
194.59
3.1
$
3,052
The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was
$8.3 million, $7.0 million, and $10.8 million, respectively. The weighted-average grant-date fair value per share of
options granted during the year ended December 31, 2022 was $94.36. There were no options granted during the years
ended December 31, 2024 and 2023.
The following table summarizes the weighted average assumptions used in valuing options for the year ended
December 31, 2022:
2022
Risk-free interest rate
1.92%
Expected life in years
3.5
Expected volatility
43.32%
Dividend rate
—
The risk-free interest rate for periods within the contractual life of the option is based on a three-month average
U.S. Treasury yield at the time of grant. The expected life of the options represents the period of time that options
granted are expected to be outstanding. Expected volatilities are based on historical volatility of the Company’s stock.
The following table summarizes restricted stock activity during the year ended December 31, 2024:
Shares
Weighted Average
Grant-
date Fair Value
Restricted Stock at December 31, 2023
51,956
$260.43
Granted
19,118
458.35
Vested
(19,752)
239.80
Forfeited
(1,148)
287.05
Restricted Stock at December 31, 2024
50,174
$343.36
The total fair value of restricted stock that vested during the years ended December 31, 2024, 2023, and 2022 were
$9.7 million, $1.7 million and $2.1 million, respectively.

65
Performance Unit Awards
The Company grants performance unit awards to executives as part of the Company’s long term incentive plan.
The criteria for payout of the awards is based on a comparison over the three-year performance period of these awards
of the total stockholder return (TSR) of the Company’s common stock compared to the TSR of the companies in a
peer group established by the Compensation Committee. These stock-based awards are accounted for in accordance
with ASC Topic 718 with the expense amortized over the three-year vesting period based on the fair value of the
awards at the grant date measured using the Monte Carlo method. Operating results include expense for the
performance unit awards of $5.3 million in 2024, $4.5 million in 2023 and $3.8 million in 2022. Shares earned under
the performance unit awards are issued in the first quarter of the year following the end of the performance period.
There was an issuance of 23,434 shares for the January 2022 - December 2024 performance period in February 2025,
25,716 shares for the January 2021 - December 2023 performance period in February 2024, and 63,188 shares for the
January 2020 - December 2022 performance period in February 2023. At December 31, 2024, performance unit
awards are outstanding for a maximum of 27,838 shares for the January 2022 – December 2024 performance period
and for a maximum of 15,914 shares for the January 2023 – December 2025 performance period. As of December
31, 2024, there is unrecognized compensation expense of $7.2 million related to unvested performance unit awards,
which is expected to be recognized over a weighted average period of 1.8 years.
The following table summarizes performance unit awards during the year ended December 31, 2024:
Shares
Weighted
Average Grant-
date Fair Value
Performance Unit Awards at December 31, 2023
40,103
$345.08
Granted
8,682
808.34
Added by performance factor
13,327
285.44
Vested
(25,716)
285.44
Forfeited
(1,634)
321.70
Performance Unit Awards at December 31, 2024
34,762
$483.14
The total fair value of performance unit awards shares that vested during the years ended December 31, 2024, 2023,
and 2022 were $13.7 million, $4.2 million and $3.6 million, respectively.
Director Awards
The 2018 Omnibus Plan provides for an annual grant to each non-employee director of shares of Saia stock with
a value not to exceed $500,000 with the number of shares to be determined each year by the Compensation Committee.
For 2024, 2023 and 2022 each non-employee director was granted 301, 379 and 396 shares, respectively, of Saia stock
under the 2018 Omnibus Plan. These shares vest in one year from grant, subject to accelerated vesting upon leaving
the Board (other than for cause) or a change in control.
Under the Director’s Deferred Fee Plan, non-employee directors may defer all or a portion of annual fees and
awards earned. The deferrals are converted into units equivalent to the value of Company common stock. Upon the
director’s termination, death or disability, accumulated deferrals are distributed in the form of Company common
stock in accordance with elections made by the directors. Non-employee directors were issued 1,841; 2,729; and 3,272
units equivalent to shares in the Company's common stock under the Directors' Deferred Fee Plan during the years
ended December 31, 2024, 2023 and 2022, respectively.
9.
Employee Benefits
Defined Contribution Plans
The Company sponsors defined contribution plans, principally consisting of contributory 401(k) savings plans
and noncontributory profit sharing plans. The Company’s contributions to the 401(k) savings plans consist of a
matching percentage of employee contributions up to certain maximum limits. The Company match has historically
been 50 percent of the first six percent of an eligible employee’s contributions. The Company’s total contributions to

66
the 401(k) savings plans included in salaries, wages and employees' benefits for the years ended December 31, 2024,
2023 and 2022, were $19.0 million, $15.2 million, and $14.0 million, respectively.
Cash Incentive Awards
The Company provides cash incentive awards to certain salaried employees which are based primarily on actual
operating results achieved for the year, compared to targeted operating results. Operating results include cash incentive
awards of $12.4 million, $38.8 million, and $32.6 million in 2024, 2023 and 2022, respectively. Included in these
amounts are also incentives that are based on other targets specifically associated with the respective employees'
positions.
Employee Stock Purchase Plan
In January 2003, the Company adopted the Employee Stock Purchase Plan of Saia, Inc. (the ESPP) allowing
eligible employees to purchase common stock of the Company at current market prices through payroll deductions of
up to 10 percent of annual wages. In 2015, the Company amended the ESPP to allow highly compensated employees
as defined by Section 401(a)(17) of the Internal Revenue Code to make payroll deductions of up to 20 percent of
annual wages. The custodian uses the funds to purchase the Company’s common stock at current market prices. The
custodian purchased 1,066, 1,420 and 2,158 shares in the open market during 2024, 2023 and 2022, respectively.
10.
Income Taxes
The income tax provision consists of the following (in thousands):
2024
2023
2022
Current:
U.S. federal
$
37,563
$
82,802
$
68,934
State
13,159
18,498
20,058
Total current income tax provision
50,722
101,300
88,992
Deferred:
U.S. federal
61,583
10,345
21,440
State
1,638
(275)
194
Total deferred income tax provision
63,221
10,070
21,634
Total income tax provision
$
113,943
$
111,370
$ 110,626
A reconciliation between income taxes at the federal statutory rate (21 percent) and the actual income tax
provision is as follows (in thousands):
2024
2023
2022
Provision at federal statutory rate
$
99,962
$
97,908
$
98,290
State income taxes, net of federal benefit
16,606
15,580
16,274
Tax credits
(1,095)
(1,181)
(1,355)
Excess tax benefit on stock compensation
(923)
(1,004)
(1,578)
Other, net
(606)
67
(1,005)
Total provision
$
113,943
$
111,370
$ 110,626

67
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax
(liabilities) assets are comprised of the following at December 31 (in thousands):
2024
2023
Depreciation
$ (258,528)
$ (196,494)
Leases
(31,473)
(29,361)
Other
(6,855)
(6,022)
Gross deferred tax liabilities
(296,856)
(231,877)
Allowance for credit losses
1,047
1,097
Equity-based compensation
5,531
4,834
Employee benefits
7,958
12,014
Leases
30,815
30,227
Claims and insurance
22,564
21,597
Other
10,032
6,982
Gross deferred tax assets
77,947
76,751
Valuation Allowance
(153)
(715)
Net deferred tax assets
77,794
76,036
Net deferred tax liability
$ (219,062)
$ (155,841)
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state
jurisdictions. For the U.S. federal jurisdiction, tax years 2021-2024 remain open to examination. The expiration of the
statute of limitations related to the various state income tax returns that the Company files varies by state. In general,
tax years 2015-2024 remain open to examination by the various state and local jurisdictions.
A reconciliation of the beginning and ending total amounts of gross unrecognized tax benefits is as follows (in
thousands):
2024
2023
Gross unrecognized tax benefits at beginning of year
$
4,692
$
3,867
Gross (decreases) increases in tax positions for prior years
(1)
2
Gross increases in tax positions for current year
764
1,077
Settlements
(731)
—
Lapse of statute of limitations
(1,518)
(254)
Gross unrecognized tax benefits at end of year
$
3,206
$
4,692
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax
expense. The total amount of unrecognized tax benefits, which is recorded within claims, insurance and other liabilities
on the consolidated balance sheets, that would affect the Company’s effective tax rate if recognized is $3.2 million
and $4.7 million as of December 31, 2024 and 2023, respectively. The Company paid cash for income taxes of $101.2
million, $72.8 million, and $115.3 million in 2024, 2023 and 2022, respectively.

68
The Company does not anticipate total unrecognized tax benefits will significantly change during the next
twelve months due to the settlements of audits and the expiration of statutes of limitations.
11.
Valuation and Qualifying Accounts
The following is a rollforward of the allowance for credit losses for receivables (in thousands):
Additions
Balance,
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts
Deductions(1)
Balance, end
of period
For the period ended December 31, 2024
4,427
3,412
$
—
$
(3,615) $
4,224
For the period ended December 31, 2023
5,804
1,955
—
(3,332)
4,427
For the period ended December 31, 2022
5,530
3,074
—
(2,800)
5,804
(1) Primarily uncollectible accounts written off — net of recoveries.

69
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Annual Controls Evaluation and Related CEO and CFO Certifications
As of the end of the period covered by this Annual Report on Form 10-K, the Company conducted an evaluation
of the effectiveness of the design and operation of its “disclosure controls and procedures” (Disclosure Controls). The
Disclosure Controls evaluation was performed under the supervision and with the participation of management,
including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Based upon the controls evaluation, the Company’s CEO and CFO have concluded that, as of the end of the
period covered by this Annual Report on Form 10-K, the Company’s Disclosure Controls are effective to ensure that
information the Company is required to disclose in reports that the Company files or submits under the Securities
Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the
time periods specified in SEC rules and forms.
During the fourth quarter of 2024 covered by this Form 10-K, there were no changes in internal control over
financial reporting that materially affected, or that are reasonably likely to materially affect, the Company’s internal
control over financial reporting. Attached as Exhibits 31.1 and 31.2 to this Annual Report are certifications of the
CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This Controls and
Procedures section includes the information concerning the controls evaluation referred to in the certifications and it
should be read in conjunction with the certifications.
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in
the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported timely.
Disclosure Controls are also designed to ensure that such information is accumulated and communicated to the
Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure. The Company’s Disclosure Controls include components of its internal control over financial reporting
which consists of control processes designed to provide reasonable assurance regarding the reliability of the
Company’s financial reporting and the preparation of financial statements in accordance with U.S. generally accepted
accounting principles.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that its Disclosure Controls or its
internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will
be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits
of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people or by management override of the controls.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.

70
Management’s Report on Internal Control Over Financial Reporting
The management of Saia, Inc. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of
1934.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2024. In making this assessment, the Company’s management used the criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). The Company’s assessment included a review of the documentation of
controls, evaluation of the design effectiveness of controls and testing of the effectiveness of controls. Based on this
assessment, management has concluded that as of December 31, 2024, the Company’s internal control over financial
reporting is effective based on those criteria.
The Company’s independent registered public accounting firm, KPMG LLP, has issued an audit report on the
Company’s internal control over financial reporting as of December 31, 2024, which report appears on page 48 of this
Form 10-K.
Frederick J. Holzgrefe
President and Chief Executive Officer
Matthew J. Batteh
Executive Vice President and Chief Financial Officer
Item 9B. Other Information
During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a
“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)
of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

71
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item 10 will be presented in the Company’s definitive proxy statement for its annual
meeting of stockholders, which will be held on April 24, 2025, and is incorporated herein by reference. Certain
information regarding executive officers of Saia is included above in Part I of this Form 10-K under the caption
“Information about our Executive Officers”. The information required by this item regarding delinquent filers pursuant
to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the Company's
definitive proxy statement for its annual meeting of stockholders, which will be held on April 24, 2025, and is
incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics that applies to its principal executive officer,
principal financial officer, and principal accounting officer or controller. The Company’s Code of Business Conduct
and Ethics, as well as its Corporate Governance Guidelines and the charters of its Audit, Compensation and Human
Capital, and Nominating and Governance Committees, are available on the Company’s website, www.saia.com/about-
us/investor-relations/governance. The Company intends to disclose any amendments to, or waivers from, its Code of
Business Conduct and Ethics that apply to the Company’s principal executive officer, principal financial officer, and
principal
accounting
officer
or
controller
on
the
Company’s
website,
www.saia.com/about-us/investor-
relations/governance, under the “Governance” caption, promptly following the date of any such amendment or waiver.
The Company has an insider trading policy governing the purchase, sale and other dispositions of the
Company’s securities that applies to all Company personnel, including directors, officers, employees, and other
covered persons, and the Company itself. The Company believes that its insider trading policy is designed to promote
compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy
of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation
Information regarding executive compensation will be presented in the Company’s definitive proxy statement
for its annual meeting of stockholders, which will be held on April 24, 2025, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information as of December 31, 2024
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans
approved by security holders
16,542
$
219.14
616,867 (1)
Equity compensation plans not
approved by security holders
—
—
—
Total
16,542
$
219.14
616,867
(1) See Note 8 to the audited consolidated financial statements for a description of the equity compensation plans for
securities remaining available for future issuance.
Information regarding security ownership of certain beneficial owners and management and related stockholder
matters will be presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which
will be held on April 24, 2025, and is incorporated herein by reference.

72
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships, related party transactions and director independence will be
presented in the Company’s definitive proxy statement for its annual meeting of stockholders, which will be held on
April 24, 2025, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information regarding accounting fees and services will be presented in the Company’s definitive proxy
statement for its annual meeting of stockholders, which will be held on April 24, 2025, and is incorporated herein by
reference.

73
PART IV.
Item 15. Exhibits, Financial Statement Schedules
1. Financial Statements
The consolidated financial statements required by this item are included in Part II, Item 8, “Financial Statements
and Supplementary Data” herein.
2. Financial Statement Schedules
The Schedule II — Valuation and Qualifying Accounts information is included in Note 11 to the consolidated
financial statements contained herein. All other financial statement schedules have been omitted because they are not
applicable.

74
3. Exhibits
Exhibit
Number
Description of Exhibit
2.1
Asset Purchase Agreement dated December 5, 2023 by and among Saia, Inc., Saia Motor Freight Line,
LLC, Yellow Corporation, New Penn Motor Express LLC, USF Holland LLC, USF Reddaway Inc., YRC
Inc. and YRC Freight Canada Company (incorporated by reference to Exhibit 2.1 of Saia, Inc’s Form 8-K
(File No. 0-49983) filed on December 11, 2023). †
3.1
Second Amended and Restated Certificate of Incorporation of Saia, Inc., (incorporated herein by reference
to Exhibit 3.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on May 1, 2024).
3.2
Amended and Restated By-laws of Saia, Inc., as amended (incorporated herein by reference to Exhibit 3.1
of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on July 29, 2008).
4.1
Description of Securities of the Registrant (incorporated herein by reference to Exhibit 4.1 of Saia, Inc’s
Form 10-K (File 0-49983) for the year ended December 31, 2022).
4.2
Private Shelf Agreement, dated as of November 9, 2023, between Saia, Inc., The Prudential Insurance
Company of America and other Noteholders named therein (incorporated by reference to Exhibit 4.1 of
Saia, Inc’s Form 8-K (File No. 0-49983) filed on November 15, 2023).
10.1(1)
Credit Agreement dated February 3, 2023 by and among Saia, Inc., JP Morgan Chase, N.A. as
Administrative Agent, BOKF, NA dba Bank of Oklahoma, N.A. as Syndication Agent, and the lenders
named therein (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No. 0-49983)
filed on February 6, 2023).
10.1(2)
Amendment No. 1 to Credit Agreement dated as of October 31, 2023 by and among Saia, Inc., JP Morgan
Chase Bank, N.A., as Administrative Agent, and the lenders named therein (incorporated herein by
reference to Exhibit 10.1 of Saia, Inc.'s Form 8-K (File No. 0-49983) filed on November 6, 2023).
10.1(3)
Amendment No. 2 to Credit Agreement, dated as of December 9, 2024, by and among Saia, Inc., JP Morgan
Chase Bank, N.A., as Administrative Agent, and the lenders named therein (including a conformed Credit
Agreement as Exhibit A thereto) (incorporation herein by reference to Exhibit 10.1 of Saia, Inc’s Form 8-
K (File No. 0-49983) filed on December 10, 2024).
10.2
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K
(File No. 0-49983) filed on December 13, 2006).*
10.3
SCS Transportation, Inc. Directors’ Deferred Fee Plan as adopted December 11, 2003 (incorporated herein
by reference to Exhibit 10.15 of Saia, Inc.’s Form 10-K (File No. 0-49983) for the year ended December
31, 2003).*
10.4(1)
Form of Executive Severance Agreement used prior to 2009 (incorporated herein by reference to Exhibit
10.9 of Saia, Inc.’s Form 10-K (File No. 0-49983) for the year ended December 31, 2002).*
10.4(2)
Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.5.2 of Saia, Inc.’s Form
10-K (File No. 0-49983) for the year ended December 31, 2020).*
10.4(3)
Executive Severance Agreement between Frederick J. Holzgrefe, III and Saia, Inc. dated March 5, 2020
(incorporated herein by reference to Exhibit 10.4 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on March
6, 2020).*
10.5
Form of Severance Agreement (incorporated herein by reference to Exhibit 10.4 of Saia’s Form 8-K (File
No. 0-49983) filed on February 9, 2015).*
10.6
Employment Agreement between Saia, Inc. and Frederick J. Holzgrefe, III dated March 5, 2020
(incorporated herein by reference to Exhibit 10.3 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on March
6, 2020).*

75
Exhibit
Number
Description of Exhibit
10.7(1)
Employment Agreement between Saia, Inc. and Richard D. O’Dell dated as of October 24, 2006
(incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on
October 30, 2006).*
10.7(2)
Amendment to Employment Agreement dated as of October 23, 2008 between Saia, Inc. and Richard D.
O’Dell (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed
on October 29, 2008).*
10.7(3)
Second Amendment to Employment Agreement dated as of April 1, 2009 between Saia, Inc. and Richard
D. O’Dell (incorporated herein by reference to Exhibit 10.1 of Saia’s Form 8-K (File No. 0-49983) filed on
April 7, 2009).*
10.7(4)
Termination of Employment Agreement between Richard D. O’Dell and Saia, Inc. dated March 5, 2020
(incorporated herein by reference to Exhibit 10.1 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on March
6, 2020.*
10.8(1)
Amended and Restated Executive Severance Agreement between Saia, Inc. and Richard D. O’Dell dated
as of October 24, 2006 (incorporated herein by reference to Exhibit 10.3 of Saia, Inc.’s Form 8-K (File No.
0-49983) filed on October 30, 2006).*
10.8(2)
Amendment to Amended and Restated Executive Severance Agreement dated as of October 23, 2008
between Saia, Inc. and Richard D. O’Dell (incorporated herein by reference to Exhibit 10.4 of Saia, Inc.’s
Form 8-K (File No. 0-49983) filed on October 29, 2008).*
10.8(3)
Termination of Executive Severance Agreement between Richard D. O’Dell and Saia, Inc. dated March 5,
2020 (incorporated herein by reference to Exhibit 10.2 of Saia, Inc.’s Form 8-K (File No. 0-49983) filed on
March 6, 2020).*
10.9
First Amended and Restated Saia, Inc. 2011 Omnibus Incentive Plan (incorporated herein by reference to
Exhibit A of Saia’s Definitive Proxy Statement (File No. 0-49983) filed on March 22, 2013).*
10.10
Saia, Inc. Annual Cash Bonus Plan (incorporated herein by reference to Exhibit 10.1 of Saia, Inc.'s Form
8-K (File No. 0-49983) filed on February 8, 2023).*
10.11(1) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2011 Omnibus Incentive
Plan for Options Awarded in 2011, 2012, 2013 and 2014 (incorporated herein by reference to Exhibit 10.1
of Saia’s Form 8-K (File No. 0-49983) filed on May 6, 2011).*
10.11(2) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2011 Omnibus Incentive
Plan for Options awarded in 2015, 2016, 2017 and 2018 (incorporated herein by reference to Exhibit 10.1
of Saia’s Form 8-K (File No. 0-49983) filed on February 9, 2015).*
10.11(3) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2011 Omnibus Incentive
Plan for Options Awarded to Richard D. O’Dell in 2015, 2016, 2017 and 2018 (incorporated herein by
reference to the executed agreement originally filed as Exhibit 10.2 of Saia’s Form 8-K (File No. 0-49983)
filed on February 9, 2015).*
10.11(4) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2011 Omnibus Incentive
Plan for Options Awarded to Frederick J. Holzgrefe, III in 2015, 2016, 2017 and 2018 (incorporated herein
by reference to the executed agreement originally filed as Exhibit 10.3 of Saia’s Form 8-K (File No. 0-
49983) filed on February 9, 2015).*
10.12
Saia, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A of Saia’s Definitive Proxy
Statement (File No. 0-49983) filed on March 20, 2018).*
10.13(1) Form of Performance Unit Award Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for
Performance Units Awarded in 2019, 2020, 2021, 2022 and 2023 (incorporated herein by reference to
Exhibit 10.23 of Saia's Form 10-K (File No. 0-49983) filed on February 25, 2019).*

76
Exhibit
Number
Description of Exhibit
10.13(2) Form of Performance Unit Award Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for
Performance Units Awarded in 2024 (incorporated herein by reference to Exhibit 10.13(2) of Saia’s Form
10-K (File No. 0-49983) filed on February 23, 2024.*
10.13(3) Form of Performance Unit Award Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for
Performance Units Awarded in 2025.*
10.14(1) Form of Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded in 2019, 2020, and 2021 (incorporated herein by reference to Exhibit 10.24 of Saia’s Form 10-K
(File No. 0-49983) filed on February 25, 2019).*
10.14(2) Form of Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded in 2022 (incorporated herein by reference to Exhibit 10.16.2 of Saia’s Form 10-K (File No.0-
49983) filed on February 23, 2022).*
10.14(3) Amended and Restated Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for
Restricted Stock Awarded to Frederick J. Holzgrefe, III in 2023 (incorporated by reference to Exhibit 10.1
of Saia’s Form 10-Q (File No. 0-49983) for the quarter ended June 30, 2023).*
10.14(4) Form of Amended and Restated Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Restricted Stock Awarded in 2023 (incorporated by reference to Exhibit 10.2 of Saia’s Form 10-Q
(File No. 0-49983) for the quarter ended June 30, 2023). *
10.14(5) Form of Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded in 2024 (incorporated by reference to Exhibit 10.14(5) of Saia’s Form 10-K (File No. 0-49983)
filed on February 23, 2024).*
10.14(6) Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded to Frederick J. Holzgrefe, III in 2024 (incorporated by reference to Exhibit 10.14(6) of Saia’s
Form 10-K (File No. 0-49983) filed on February 23, 2024).*
10.14(7) Form of Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded in 2025.*
10.14(8) Restricted Stock Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for Restricted Stock
Awarded to Frederick J. Holzgrefe, III in 2025.*
10.15(1) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded in 2019 (incorporated herein by reference to Exhibit 10.25 of Saia’s Form 10-K
(File No. 0-49983) filed on February 25, 2019).*
10.15(2) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded to Richard D. O’Dell in 2019 (incorporated herein by reference to Exhibit 10.25
of Saia’s Form 10-K (File No. 0-49983) filed on February 25, 2020).*
10.15(3) Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan for
Options Awarded to Frederick J. Holzgrefe, III in 2019 (incorporated herein by reference to Exhibit 10.26
of Saia’s Form 10-K (File No. 0-49983) filed on February 25, 2020).*
10.15(4) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded in 2020 (incorporated herein by reference to Exhibit 10.24 of Saia’s Form 10-K
(File No. 0-49983) filed on February 25, 2020).*
10.15(5) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded to Richard D. O’Dell in 2020 (incorporated herein by reference to Exhibit 10.25
of Saia’s Form 10-K (File No. 0-49983) filed on February 25, 2020).*
10.15(6) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded to Frederick J. Holzgrefe, III in 2020 (incorporated herein by reference to Exhibit
10.26 of Saia’s Form 10-K (File No. 0-49983) filed on February 25, 2020).*

77
Exhibit
Number
Description of Exhibit
10.15(7) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded in 2021 (incorporated by reference to Exhibit 10.17.7 of Saia, Inc.’s Form 10-K
(File No. 0-49983) filed on February 24, 2021).*
10.15(8) Form of Employee Nonqualified Stock Option Agreement under the Saia, Inc. 2018 Omnibus Incentive
Plan for Options Awarded to Frederick J. Holzgrefe, III in 2021(incorporated by reference to Exhibit
10.17.8 of Saia, Inc.’s Form 10-K (File No. 0-49983) filed on February 24, 2021).*
19.1
Saia, Inc. Amended and Restated Insider Trading Policy.
21.1
Subsidiaries of Registrant.
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-15(e).
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-15(e).
32.1
Certification of Principal Executive Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Principal Financial Officer, furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Saia, Inc. Clawback Policy (incorporated by reference to Exhibit 97 of Saia, Inc.’s Form 10-K (File No. 0-
49983) filed on February 23, 2024).
101
The following financial information from Saia, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i)
Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations
for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Stockholders’
Equity for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Cash Flows
for the years ended December 31, 2024, 2023 and 2022, and (v) the Notes to the Consolidated Financial
Statements. XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive
Data File because its XBRL tags are embedded within the Inline XBRL document.
104
The cover page from Saia’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted
in Inline XBRL (included as Exhibit 101).
* Management contract or compensatory plan or arrangement.
† Certain portions of this exhibit have been redacted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any
omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
Item 16. Form 10-K Summary
None.

78
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SAIA, INC.
Date: February 24, 2025
By:
/s/
Matthew J. Batteh
Matthew J. Batteh
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Frederick J. Holzgrefe
February 24, 2025
Frederick J. Holzgrefe
President and Chief Executive Officer, Saia, Inc.
(Principal Executive Officer)
/s/
Matthew J. Batteh
Matthew J. Batteh
Executive Vice President and Chief Financial Officer,
Saia, Inc. (Principal Financial Officer)
February 24, 2025
/s/
Kelly W. Benton
Vice President and Chief Accounting Officer, Saia,
February 24, 2025
Kelly W. Benton
Inc. (Principal Accounting Officer)
/s/
Richard D. O’Dell
Chairman, Saia, Inc.
February 24, 2025
Richard D. O’Dell
/s/
Di-Ann Eisnor
Director
February 24, 2025
Di-Ann Eisnor
/s/
Donna E. Epps
Director
February 24, 2025
Donna E. Epps
/s/
John P. Gainor, Jr.
Director
February 24, 2025
John P. Gainor, Jr.
/s/
Kevin A. Henry
Director
February 24, 2025
Kevin A. Henry
/s/ Donald R. James
Director
February 24, 2025
Donald R. James
/s/
Randolph W. Melville
Director
February 24, 2025
Randolph W. Melville
/s/
Jeffrey C. Ward
Director
February 24, 2025
Jeffrey C. Ward
/s/
Susan F. Ward
Director
February 24, 2025
Susan F. Ward

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Richard D. O’Dell
Non-Executive Chairman
BOARD OF DIRECTORS
OFFICERS
Frederick J. Holzgrefe, III
President & Chief
Executive Officer
Matthew Batteh
Executive Vice President & Chief
Financial Officer
Raymond Ramu
Executive Vice President & Chief
Customer Officer
Patrick Sugar
Executive Vice President
of Operations
Di-Ann Eisnor [1] [2]*
Chief Strategy Officer,
WakeCap Technologies
Donna E. Epps [1] [3]
Retired Partner,
Deloitte LLP
John P. Gainor, Jr. [2] [3]
Retired Chief Executive
Officer & President
of International Dairy
Queen, Inc.
Kevin A. Henry [1] [2]
Executive Vice
President & Chief
People Officer,
PulteGroup, Inc.
Frederick J.
Holzgrefe, III
President & Chief
Executive Officer
Donald R. James [1] [3]
Chief Executive Officer,
Solero Technologies,
LLC
Randolph W. Melville
[2] [3] [4]
Retired Senior Vice
President & General
Manager, Western
Division of PepsiCo’s
Frito-Lay North America
Jeffrey C. Ward [2] [3]*
Vice President & Partner
Kearney, Inc.
Susan F. Ward [1]*
Retired Vice President
& Chief Accounting
Officer of United Parcel
Service, Inc.
Rohit Lal
Executive Vice President &
Chief Information Officer
Anthony Norwood
Executive Vice President &
Chief Human Resources
Officer
Kelly Benton
Vice President &
Chief Accounting Officer
1.
Audit Committee
2.
Compensation & Human Capital Committee
3.
Nominating & Governance Committee
4.
Lead Independent Director
*
Committee Chair

Amounts in thousands, except ratios, per share data, miles, revenue per shipment, and revenue per hundredweight.
(1) The operating ratio is the calculation of operating expenses divided by operating revenue.
(2) Average length of haul is in miles.
2023
2022
STATEMENT OF OPERATIONS:
Operating revenue
Operating income
Net income
Diluted earnings per share
FINANCIAL DATA:
Cash and cash equivalents
Total debt
Total stockholders’ equity
Operating cash flow
OPERATING DATA:
Operating ratio (1)
LTL Tonnage
LTL Shipments
Average length of haul (2)
LTL Revenue per hundredweight
LTL Revenue per shipment
$ 2,881,433
$ 460,496
$ 354,857
$ 13.26
$ 296,215
$ 16,488
$ 1,941,494
$ 577,945
84%
5,543
7,997
894
$ 25.38
$ 351.90
$ 2,792,057
$ 470,488
$ 357,422
$ 13.40
$ 187,390
$ 31,008
$ 1,579,341
$ 473,026
83.1%
5,473
7,697
904
$ 24.70
$ 351.27
FINANCIAL HIGHLIGHTS
2024
$ 3,209,074
$ 482,160
$ 362,065
$ 13.51
$ 19,473
$ 200,294
$ 2,311,271
$ 583,702
85%
6,037
8,988
891
$ 25.89
$ 347.81

NASDAQ SYMBOL
SAIA
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
KPMG LLP
303 Peachtree Street, NE
Suite 2000
Atlanta, GA 30308
TRANSFER AGENT
AND REGISTRAR
Computershare Trust
Company, NA
150 Royall Street
Suite 101
Canton, MA 02021
Tel: 800.884.4225
www.computershare.com
INVESTOR INFORMATION
11465 Johns Creek Parkway
Suite 400
Johns Creek, GA 30097
Tel: 800.765.7242
Email: investors@saia.com
CORPORATE WEBSITE
www.saia.com
FUELING COMMUNITY
DRIVING SUCCESS