8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2024

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-49983	48-1229851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
11465 Johns Creek Parkway Suite 400
Johns Creek, Georgia		30097
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 232-5067

No Changes.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On April 23, 2024, Mr. Douglas L. Col, Executive Vice President and Chief Financial Officer, informed Saia, Inc. of his plans to retire after 10 years of service, including the last four years as Chief Financial Officer. Mr. Col will continue in his current role until a successor is named. He has committed to stay on as an advisor through year-end to ensure a smooth transition. A copy of the press release issued by the Company on April 26, 2024, is included as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press release of Saia, Inc. dated April 26, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SAIA, INC.
Date: April 26, 2024	/s/ Kelly W. Benton
	Kelly W. Benton
	Vice President and Chief Accounting Officer (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

Saia Announces Upcoming Retirement of CFO Douglas Col

JOHNS CREEK, GA – April 26, 2024– Saia, Inc. (Nasdaq: SAIA), a leading transportation provider offering national less-than-truckload (LTL), non-asset truckload, expedited and logistics services, today announced that Douglas Col, Executive Vice President and Chief Financial Officer, plans to retire after 10 years at the Company, including the last four years as Chief Financial Officer.

“Doug and I both joined Saia in 2014 and we have worked closely together since day one,” said Frederick Holzgrefe, Saia’s President and Chief Executive Officer. “Doug’s diverse background in the transportation space and the perspective he has brought to our organization have been integral in shaping Saia’s emergence as a leading company in the less-than-truckload industry.”

Saia’s Chairman of the Board, Richard O’Dell added, “Doug has been instrumental in leading us through a tremendous period of growth and success at Saia and on behalf of the Saia Board of Directors, I wish Doug much success and prosperity as he moves into the next phase. We also sincerely appreciate Doug’s support through the transition to his successor.”

“It has been an honor and privilege to be part of the Saia team,” stated Douglas Col. “It has been a blessing to be witness to the progress made in our organization over the past 10 years and to work alongside so many talented people. The investments made over the past decade in people, real estate, equipment and technology support a clear strategy, and I look forward to seeing many years of success ahead for Saia, from the sideline!”

Mr. Col will remain as Executive Vice President and Chief Financial Officer until the Company announces a successor, and he has committed to stay on as an advisor through year-end to ensure a smooth transition.

Saia, Inc. (NASDAQ: SAIA) offers customers a wide range of less-than-truckload, non-asset truckload, expedited and logistics services. With headquarters in Georgia, Saia LTL Freight operates 198 terminals with service across 46 states. For more information on Saia, Inc. visit the Investor Relations section at www.saia.com/about-us/investor-relations.

# # #

CONTACT:Saia, Inc.

Attn: Investor Relations

11465 Johns Creek Parkway, Suite 400

Johns Creek, GA 30097

678-542-3910

Investors@saia.com

XML

Document And Entity Information	Apr. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 23, 2024
Entity Registrant Name	SAIA, INC.
Entity Central Index Key	0001177702
Entity Emerging Growth Company	false
Entity File Number	0-49983
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	48-1229851
Entity Address, Address Line One	11465 Johns Creek Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Johns Creek
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30097
City Area Code	770
Local Phone Number	232-5067
Entity Information, Former Legal or Registered Name	No Changes.
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	SAIA
Security Exchange Name	NASDAQ