Results of Operations and Financial Condition · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure · Other Events
Item 2.02 Results of Operations and Financial Condition On October 29, 2026, Saia, Inc. (the "Company") issued a press release announcing its third quarter 2026 results and authorization of a stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.…
Filed Oct 29, 2026Accepted Oct 29, 2026, 7:45 AM EDTCIK 1177702Accession 0001193125-26-437022
Saia, Inc. (NASDAQ: SAIA) is a full-service freight and logistics provider with a national footprint built to deliver reliable, flexible shipping solutions. With industry-leading operations and a strong emphasis on the customer experience, the company helps keep freight - and businesses - moving. Saia offers customers a wide range of less-than-truckload, brokered truckload, expedited transportation, and other logistics services. Headquartered in Johns Creek, Georgia, the company operates 219 terminals providing national service. Saia has repeatedly been recognized for its people-centric, safety-driven, and sustainability-minded focus. For more information on Saia, Inc., visit Saia.com. For more information, contact:
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Item 2.02Item 2.02 - Results of Operations
Item 2.02 Results of Operations and Financial Condition
On October 29, 2026, Saia, Inc. (the "Company") issued a press release announcing its third quarter 2026 results and authorization of a stock repurchase program. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.
The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in any such filing.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Appointment of Todd C. Fowler to the Board of Directors
On October 29, 2026, the Company announced that its board of directors (the “Board”) expanded its size from ten to eleven directors and appointed Mr. Todd C. Fowler to fill the new director position, effective immediately. Mr. Fowler will serve as a director until the 2027 annual meeting of stockholders, except in the event of his earlier death, resignation or removal. Mr. Fowler has been appointed by the Board to serve as a member of the Audit Committee.
In connection with his appointment, the Board determined that Mr. Fowler is independent within the meaning of the Nasdaq Global Select Market listing standards and Securities and Exchange Commission (“SEC”) regulations. Mr. Fowler will be entitled to receive the same annual compensation as other non-employee directors of the Company as described in the Company’s most recent proxy statement, filed with the SEC on March 16, 2026, on a pro-rated basis. In addition, the Company enters into customary indemnification agreements with its directors, the form of which was filed with the SEC as Exhibit 10.2 with the Company’s Form 8-K filed on December 13, 2006.
There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Fowler has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Fowler and any other persons pursuant to which he was appointed to the Board.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosures
A copy of the press release announcing the appointment of Mr. Fowler to the Board is furnished hereto as Exhibit 99.2 to this Report on Form 8-K.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On October 29, 2026, the Company also announced that the Board approved a stock repurchase program authorizing the Company to repurchase up to $250 million of outstanding common stock. The program is effective immediately and permits shares of common stock to be repurchased from time to time at management’s discretion through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or other transactions permitted by applicable securities laws and regulations. The timing and amount of repurchases will depend on market conditions and other factors, including business conditions, alternative investment opportunities, funding considerations, and other matters considered relevant by management and the Board. The stock repurchase program has no expiration date, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified or terminated by the Company at any time, without prior notice.
Filed exhibits (2)
EX-99.1 (by filename) saia-ex99_1.htm
Exhibit 99.1
Saia Reports Third Quarter 2026 Results
Announces $250 Million Stock Repurchase Authorization
JOHNS CREEK, GA - October 29, 2026 - Saia, Inc. (Nasdaq: SAIA) today reported third quarter 2026 financial results. Diluted earnings per share for the quarter were $3.41 compared to $3.22 in the third quarter of 2025. Excluding a 2025 net gain on real estate recorded in the third quarter of 2025, adjusted diluted earnings per share1 were $2.81 in the third quarter of 2025. Saia also announced that its Board of Directors has authorized the repurchase of up to $250 million of Saia’s common stock.
Third Quarter 2026 Compared to Third Quarter 2025 Results
• Revenue was a company record of $982.5 million, an increase of 17.0%
• LTL tonnage per workday was a record, and an increase of 8.9%
• LTL revenue per shipment, excluding fuel surcharge revenue, increased 5.8%
• LTL shipments per workday increased 0.8%
• Operating income was $122.3 million, an increase of 3.1% compared to $118.6 million in the third quarter of 2025 and an increase of 17.5% compared to adjusted operating income1 of $104.1 million in the prior-year period
• Operating ratio of 87.6% compared to 85.9% in …
Exhibit 99.2
Saia Appoints Todd Fowler to Board of Directors
Enhances transportation, supply-chain and technology expertise on Board
JOHNS CREEK, GA - October 29, 2026 - Saia, Inc., (Nasdaq: SAIA), a leading provider of less-than-truckload (LTL) transportation services, today announced that its Board of Directors has appointed Todd C. Fowler to its Board of Directors (the “Board”), effective immediately. Mr. Fowler will serve on the Board’s Audit Committee.
Mr. Fowler brings deep transportation and logistics industry knowledge, extensive capital markets expertise and a strong understanding of autonomous trucking and supply-chain technology to the Board. His experience analyzing transportation companies and evaluating their strategies, financial performance and competitive positioning provides the Board with a valuable perspective on industry dynamics, capital allocation and profitable growth opportunities.
“Todd is a highly experienced professional who brings deep industry knowledge and a complementary skillset that aligns with Saia’s operations and strategic direction,” said Saia Chairman, Rick O’Dell. “His expertise across capital markets, supply-chain and domestic trucking …