
The number of shares of Common Stock outstanding as of February 18, 2025 was26,628,578. 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 theAnnual 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 LLPAuditor Location:Atlanta, Georgia, United StatesAuditor Firm ID: Page31011122727 PARTI. 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 integratedorganization. While more than 97% of our revenue is derived from transporting LTL shipments, we also offer customers a wide Founded in 1924, Saia Motor Freight Line, LLC (Saia LTL Freight), a wholly-owned subsidiary of Saia, Inc., is a leadingLTL carrier that provides direct service to the 48 contiguous states and provides LTL services to Canada and Mexico throughrelationships with third-party interline carriers. Saia LTL Freight specializes in offering its customers a range of LTL services As of December 31, 2024, Saia LTL Freight operated a network comprised of 214 owned and leased terminals, plus threegeneral offices and one warehouse. At December 31, 2024, Saia LTL Freight owned approximately 6,600 tractors and 26,200 Over the past five years, Saia has invested in excess of $2 billion in capital expenditures, primarily for real estate, revenueequipment and technology. The real estate investments have been made to support Saia’s long-term strategy of expanding ourfootprint 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 In January 2024 Saia closed on the purchase of 17 freight terminals and acquired leases for an additional 11 terminalsthrough the Chapter 11 bankruptcy proceedings of Yellow Corporation. Over time Saia intends to integrate these terminals into its In 2024, Saia generated revenue of $3.2 billion and operating income of $482.2 million compared to revenue of $2.9 billionand operating income of $460.5 million in 2023. In 2024, the average Saia LTL Freight shipment weighed approximately 1,343pounds and traveled an average distance of approximately 891 miles. In 2023, the average Saia LTL Freight shipment weighed Industry The trucking industry consists of three segments: a private fleet segment and two “for-hire” carrier segments. The privatefleet 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 toproviders generally transporting shipments greater than 10,000 pounds and LTL refers to providers generally transporting LTL carriers typically pick up numerous shipments, generally ranging from 100 to 10,000 pounds, consolidate them at localcarrier-operated freight terminals and then transport the shipments from the terminal to the carrier-operated destination terminal for networks of pick-up and delivery operations around local freight terminals and linehaul operations to transport freight between the The truckload segment is the largest portion of the “for-hire” carrier market. Truckload carriers primarily transport largeshipments 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 oftruckload carriers is typically lower and more variable relative to LTL carriers. However, the lack of a network can subject theirdrivers to extended periods away from home, often resulting in higher driver turnover and periodic driver shortages. The truckloadsegment is comprised of several major carriers and numerous small entrepreneurial players. At the most basic level, a truckloadcarrier can be started with capital for rolling stock (a tractor and a trailer), insurance, a driver and little else. As truckload carriers 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 LTLsegment largely due to the number of transactions and number of customers served on a daily basis. Saia LTL Freight picks upapproximately 35,000 shipments per day, each of which has a shipper and consig