Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2025 and 2024 results and year-to-year comparisons between 2025 and 2024. Discussions of our 2023 results and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 24, 2025.
Cautionary Note Regarding Forward-Looking Statements
The Securities and Exchange Commission (the SEC) encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains these types of statements, which are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “predict,” “believe,” “should,” “potential” and similar words or expressions are intended to identify forward-looking statements. Investors should not place undue reliance on forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, except as otherwise required by applicable law. All forward-looking statements reflect the present expectation of future events of our management as of the date of this Annual Report on Form 10-K and are subject to a number of important factors, risks, uncertainties and assumptions that could cause actual results to differ materially from those described in any forward-looking statements. These factors, risks, uncertainties and assumptions include, but are not limited to, the following:
general economic conditions including downturns or inflationary periods in the business cycle;
operation within a highly competitive industry and the adverse impact from downward pricing pressures, including in connection with fuel surcharges, and other factors;
industry-wide external factors largely out of our control;
cost and availability of qualified drivers, dock workers, mechanics and other employees, purchased transportation and fuel;
inflationary increases in expenses and corresponding reductions of profitability;
cost and availability of diesel fuel and fuel surcharges;
cost and availability of insurance coverage and claims expenses and other expense volatility, including for personal injury, cargo loss and damage, workers’ compensation, employment and group health plan claims;
failure to successfully execute the strategy to expand our service geography;
unexpected liabilities resulting from the acquisition of real estate assets;
costs and liabilities from the disruption in or failure of our technology or equipment essential to our operations, including as a result of cyber incidents, security breaches, malware or ransomware attacks;
risks arising from remote work, including increased risk of related cybersecurity incidents;
failure to keep pace with technological developments;
liabilities and costs arising from the use of artificial intelligence;
labor relations, including the adverse impact should a portion of our workforce become unionized;
cost, availability and resale value of real property and revenue equipment;
supply chain disruption and delays on new equipment delivery;
changes in U.S. trade policy and the impact of tariffs;
capacity and highway infrastructure constraints;
risks arising from international business operations and relationships;
seasonal factors, harsh weather and disasters caused by climate change;
the creditworthiness of our customers and their ability to pay for services;
our need for capital and uncertainty of the credit markets;
the possibility of defaults under our debt agreements, including violation of financial covenants;
inaccuracies and changes to estimates and assumptions used in preparing our financial statements;
dependence on key employees;
employee turnover from changes to compensation and benefits or market factors;
increased costs of healthcare benefits;
damage to our reputation from adverse publicity, including from the use of or impact from social media;
failure to achieve acquisition synergies or disruption to our business due to such acquisitions;
the effect of litigation and class action lawsuits arising from the operation of our business, including the possibility of claims or judgments in excess of our insurance coverages or that result in increases in the cost of insurance coverage or that preclude us from obtaining adequate insurance coverage in the future;
the potential of higher corporate taxes and new regulations, including with respect to climate change, employment and labor law, healthcare and securities regulation;
unforeseen costs from new and existing data privacy laws;
the effect of governmental regulations, including hours of service and licensing compliance for drivers, engine emissions, the Compliance, Safety, Accountability (CSA) initiative, regulations of the Food and Drug Administration and Homeland Security, and healthcare and environmental regulations;
changes in accounting and financial standards or practices;
widespread outbreak of an illness or any other communicable disease;
international conflicts and geopolitical instability;
evolving stakeholder expectations regarding environmental and social issues;
government shutdown or failure to fund services;
provisions in our governing documents and Delaware law that may have anti-takeover effects;
issuances of equity that would dilute stock ownership;
weakness, disruption or loss of confidence in financial or credit markets; and
other financial, operational and legal risks and uncertainties detailed from time to time in the Company’s SEC filings.
These factors and risks are described in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K.
As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-K. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law.
Executive Overview
The Company’s business is closely correlated with non-service sectors of the general economy. Our strategy is to improve profitability by increasing revenue per shipment while growing shipment volumes. Components of this strategy include building density within our existing network and expanding our geographical footprint and terminal infrastructure to support profitable growth and strengthen our customer value proposition over time. The Company’s operations are labor intensive, capital intensive and service sensitive. We continuously seek opportunities to improve safety performance, cost efficiency and asset utilization - particularly with respect to tractors and trailers. Pricing initiatives have contributed positively to profitability. The Company continues to execute targeted sales and marketing programs along with actions designed to align our cost structure with volumes and improve customer satisfaction.
Technology continues to be an important investment as we work to improve the customer experience, advance operational efficiency and support the Company's brand and service quality.
The Company’s operating revenue increased by 0.8 percent in 2025 compared to 2024. The increase was a result of increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business. Pricing actions, which included 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively, for customers subject to general rate increases, were largely offset by slightly lower shipment volumes.
Consolidated operating income decreased to $352.2 million for 2025 compared to $482.2 million in 2024. The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs. These increases were partially offset by increased revenue of $25.2 million, year over year.
The Company generated $595.0 million in net cash provided by operating activities in 2025 versus $583.7 million in 2024. The Company used $552.5 million of net cash in investing activities during 2025 compared to $1,035.9 million during 2024.
General
This Management’s Discussion and Analysis of Financial Condition and Results of Operations describes the principal factors affecting the results of operations, liquidity and capital resources, as well as the critical accounting policies of Saia, Inc. and its wholly-owned subsidiaries (together, the Company or Saia). This discussion should be read in conjunction with the accompanying audited consolidated financial statements which include additional information about our significant accounting policies, practices and the transactions that underlie our financial results.
Saia is a transportation company headquartered in Johns Creek, Georgia that provides less-than-truckload (LTL) services through a single integrated organization. While approximately 97% of its revenue is derived from transporting LTL shipments across the United States, the Company also offers customers a wide range of other value-added services, including brokered truckload and expedited transportation and other logistics services across North America.
Our business is closely correlated with non-service sectors of the general economy. Our business also is impacted by a number of other factors and risks as discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors.” The key factors that affect our operating results are the volumes of shipments transported through our network, as measured by our average daily shipments and tonnage; the prices we obtain for our services, as measured by revenue per shipment and revenue per hundredweight (a measure of yield), whether including or excluding fuel surcharge revenue; our ability to manage our cost structure for capital expenditures and operating expenses such as salaries, wages and benefits; purchased transportation; claims and insurance expense; fuel and maintenance; and our ability to match operating costs to shifting volume levels.
Results of Operations
Saia, Inc. and Subsidiaries
Selected Results of Operations and Operating Statistics
For the years ended December 31, 2025 and 2024
(in thousands, except ratios, workdays, revenue per hundredweight,
revenue per shipment, pounds per shipment and length of haul)
Percent
Variance
Operating Revenue
Operating Expenses:
Salaries, wages and employees’ benefits
Purchased transportation
Fuel and other operating expenses
Depreciation and amortization
Operating Income
Operating Ratio
Non-operating (Income) Expenses, Net
Working Capital (as of December 31, 2025 and 2024)
Net Acquisitions of Property and Equipment
Saia LTL Freight Operating Statistics:
Workdays
LTL Tonnage
LTL Shipments
LTL Revenue per hundredweight
LTL Revenue per hundredweight, excluding fuel surcharges
LTL Revenue per shipment
LTL Revenue per shipment, excluding fuel surcharges
LTL Pounds per shipment
LTL Length of haul
Year ended December 31, 2025 as compared to year ended December 31, 2024
Revenue and volume
Consolidated revenue increased 0.8 percent to $3.2 billion primarily due to increased revenue per shipment, including fuel surcharge, due to pricing actions and truckload volume generated through our logistics business. Positive pricing actions were largely offset by slightly lower shipment volumes. Saia’s LTL tonnage increased 2.1 percent while LTL shipments decreased 0.7 percent for 2025. Overall LTL revenue per shipment, excluding fuel surcharges, increased 1.2 percent in 2025 as a result of pricing actions. For 2025 and 2024, approximately 75 percent of Saia’s operating revenue was subject to specific customer price adjustment negotiations that occur throughout the year. The remaining 25 percent of operating revenue was subject to a general rate increase which is based on market conditions. For customers subject to general rate increases, Saia implemented 5.9 and 7.9 percent general rate increases on October 1, 2025 and October 21, 2024, respectively. Competitive dynamics, customer turnover and changes in shipment mix, among other things, may limit our ability to retain customer rate increases over time.
Operating revenue includes revenue from the Company’s fuel surcharge program. This program is designed to mitigate the Company’s exposure to volatility in diesel fuel prices by adjusting total freight charges to reflect changes in the national average diesel price. Fuel surcharges, which are typically updated weekly, are widely accepted within the LTL industry and represent a significant component of revenue and pricing structure. Although fuel surcharges are an important element of customer contract negotiations, they comprise only one aspect of total pricing, as customers may negotiate adjustments between base rates and fuel surcharges depending on individual contract terms. Fuel surcharge revenue remained flat at 15.0 percent of operating revenue in 2025 compared to 15.0 percent in 2024.
Operating expenses and margin
Consolidated operating income decreased to $352.2 million in 2025 compared to $482.2 million in 2024. The decrease in 2025 operating income resulted primarily from increases in salaries, wages and benefits, including group health insurance costs, depreciation expense and claims and insurance costs. These increases were partially offset by increased revenue of $25.2 million, year over year. The 2025 operating ratio (operating expenses divided by operating revenue) was 89.1 percent as compared to 85.0 percent in 2024.
Salaries, wages and employees’ benefits expense increased $91.9 million in 2025 compared to 2024. This increase was driven by increased group health insurance costs of $37.3 million related to the inflationary costs of claims. This increase also reflects Company-wide wage increases of approximately 3% in October 2025 and 4.1% in July 2024 for all employees other than executives as well as higher average head count associated with new terminal openings, most of which occurred during the first quarter of 2025. Purchased transportation expense decreased $2.7 million in 2025 compared to 2024 primarily due to a decrease in purchased transportation miles and decreased cost per mile for purchased transportation. Fuel, operating expenses and supplies increased by $25.3 million primarily driven by increased information technology costs associated with network optimization and support. This increase also reflects higher facility and vehicle maintenance costs resulting from our expanded geographic footprint and larger base of revenue equipment. Claims and insurance expense in 2025 was $15.1 million higher than 2024 largely due to the development on open cases and increased cost per claim. The Company experiences volatility in claims and insurance expenses from time to time as a result of utilizing self-insurance as a part of its risk management program. Depreciation and amortization expense increased $38.5 million in 2025 compared to 2024 primarily due to ongoing investments in revenue equipment, our terminal network and technology. Operating () , net decreased $16.9 million in 2025 compared to 2024 due to a on the sale of a terminal of $16.4 million, partially offset by a real estate of $1.9 million.
Other
Interest expense in 2025 was $7.5 million greater than 2024 due to increased average borrowings under the credit arrangements in 2025. Interest income in 2025 was $0.9 million less than 2024 due to decreased average deposit balances during the period. The effective income tax rate was 24.4 and 23.9 percent for the years ended December 31, 2025 and 2024, respectively.
Outlook
Our business remains closely correlated with non-service sectors of the general economy and competitive pricing pressures, as well as the success of Company-specific improvement initiatives. Our outlook is dependent on a number of external factors, including strength of the economy, inflation, changes in regulatory conditions and international trade relations, including tariff volatility, labor availability, diesel fuel prices and supply chain constraints. The potential impact of these factors on our operations, financial performance and financial condition, as well as the impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. We are continuing initiatives to improve and enhance customer service in an effort to support our ongoing pricing and business mix optimization, while seeking to control costs and improve productivity. Planned revenue initiatives include building density in our current geography, targeted marketing initiatives to grow revenue in more profitable areas and further expanding our geographic and terminal network. On October 1, 2025, Saia implemented a 5.9 percent general rate increase for customers comprising approximately 25 percent of Saia’s
operating revenue. The success of these revenue initiatives is impacted by what proves to be the underlying economic trends, competitor initiatives and other factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors.”
Effective October 2025, the Company implemented a salary and wage increase of approximately 3.0 percent for all of its employees, excluding executives. The total cost of the compensation increase is expected to be approximately $34.9 million annually, and the Company anticipates the impact will be partially offset by productivity and efficiency gains.
The strategic objective of the Company is to build market share through excellent customer service, continued operating efficiencies and through its geographic and terminal expansion which should result in numerous operating leverage cost benefits. However, should the economy soften, the Company plans to match resources and capacity to shifting volume levels to lessen unfavorable operating leverage. The success of cost improvement initiatives is impacted by a number of factors. These factors include the cost and availability of personnel and purchased transportation and the cost of diesel fuel, claims and insurance and other inflationary factors.
See “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially adversely affect our financial condition, results of operation, cash flows and prospects.
Accounting Pronouncements Adopted in 2025
In December 2023, the FASB issued ASU No. 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ” Under this ASU, income tax disclosures are expanded primarily by requiring the disaggregation of the rate reconciliation and income taxes paid disclosures. This standard is effective for annual reporting periods beginning after December 15, 2024. The Company adopted the standard on a retrospective basis for the 2025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Under this ASU, entities are required to disclose additional disaggregated information related to certain expense captions included in the Consolidated Statements of Operations. This standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." Under this ASU, a practical expedient is provided that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset for current accounts receivable and current contract assets. This standard is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, " Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." Under this ASU, all references to prescriptive and sequential software development stages are eliminated and capitalization of software costs is required to start when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for annual reporting periods beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Financial Condition, Liquidity and Capital Resources
The Company's liquidity needs arise primarily from capital investment in new equipment, land and structures, information technology and letters of credit and surety bonds required under insurance programs, as well as funding working capital requirements.
Working Capital and Capital Expenditures
Working capital at December 31, 2025 was $169.2 million compared to $157.4 million at December 31, 2024. This increase is primarily due to an increase in accounts receivable of $9.2 million and a decrease in accounts payable of $7.1 million, partially offset by a decrease in income taxes receivable of $11.6 million.
A summary of our cash flows is presented below:
Years ended
(in thousands)
Cash and cash equivalents, beginning of year
Net Cash flows provided by (used in):
Operating activities
Investing activities
Financing activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and cash equivalents, end of year
Cash flows from operating activities were $595.0 million for 2025 versus $583.7 million for 2024 largely driven by changes in other assets and liabilities, and increased depreciation and amortization, partially offset by net gains from property disposals. For 2025, net cash used in investing activities was $552.5 million versus $1,035.9 million in 2024 primarily due to the acquisition of terminals from Yellow Corporation in January 2024 as well as decreased revenue equipment acquisitions in 2025 compared to 2024. Net cash used in financing activities was $42.2 million in 2025 versus $175.4 million provided by financing activities in 2024 as a result of higher borrowings to fund capital expenditures during 2024.
The Company has historically generated cash flows from operations to fund a large portion of its capital expenditure requirements. The Company believes it has adequate sources of capital to meet short-term liquidity needs through its cash on hand, operating cash flows and availability under its credit arrangements. As of December 31, 2025, the Company has $500.6 million of availability under its Revolving Credit Facility and $250 million of uncommitted financing under the Company's Private Shelf Agreement, subject to certain conditions. Future operating cash flows are primarily dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable as well as wage and benefit accruals. The Company was in compliance with its debt covenants at December 31, 2025.
Net capital expenditures pertain primarily to investments in tractors, trailers, other revenue equipment, information technology as well as land and structures. Projected net capital expenditures for 2026 are expected to be $350 million to $400 million compared to 2025 net capital expenditures of $544.1 million. Estimated 2026 capital expenditures include a normal replacement cycle of revenue equipment and technology investments for our operations, and additional revenue equipment and real estate investments to support our growth initiatives.
See “Cautionary Note Regarding Forward-Looking Statements” and Item 1A., “Risk Factors,” for a more complete discussion of potential risks and uncertainties that could materially affect our future performance and financial condition.
Net capital expenditures are summarized in the following table (in millions):
Years ended
Land and structures:
Additions
Sales
Revenue equipment, net
Technology and other
Total
In addition to the amounts disclosed in the table above, the Company had an additional $10.5 million in capital expenditures for revenue equipment that was received but not paid for prior to December 31, 2025.
Credit Arrangements
Revolving Credit Facility
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December 2024. The amendment increased commitments under the Revolving Credit Facility by $300 million to an aggregate commitment of $600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $150 million to $300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10%, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that it is now between 1.25% and 2.00% per annum for term SOFR loans and between 0.25% and 1.00% per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will now range between 0.175% and 0.30% based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at December 31, 2025.
At December 31, 2025, the Company had outstanding borrowings of $63.0 million and outstanding letters of credit of $36.4 million under the Revolving Credit Facility. At December 31, 2024, the Company had $94.0 million of outstanding borrowings and outstanding letters of credit of $32.2 million under the Revolving Credit Facility.
See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Revolving Credit Facility.
Private Shelf Agreement
On November 9, 2023, the Company entered into a $350 million uncommitted Private Shelf Agreement (the Shelf Agreement) with PGIM, Inc. (Prudential) and certain affiliates and managed accounts of Prudential (the Note Purchasers) which allows the Company, from time to time, to offer for sale to Prudential and its affiliates, in one or a series of transactions, senior notes of the Company, through November 9, 2026.
Pursuant to the Shelf Agreement, on May 1, 2024, the Company issued senior promissory notes (the Initial Notes) in an aggregate principal amount of $100 million to the Note Purchasers. The Initial Notes bear interest at 6.09% per annum and mature on May 1, 2029, unless repaid earlier by the Company. The Initial Notes are senior
unsecured obligations and rank pari passu with borrowings under the Revolving Credit Facility or other senior promissory notes issued pursuant to the Shelf Agreement.
Additional notes issued under the Shelf Agreement, if any, would bear interest at a rate per annum, and would have such other terms, as would be set forth in a confirmation of acceptance executed by the parties prior to the closing of the applicable sale transaction.
The Shelf Agreement requires that the Company maintain a consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00, with limited exceptions. The Shelf Agreement also contains certain customary representations and warranties, affirmative and negative covenants and provisions related to events of default. Upon the occurrence and continuance of an event of default, the holders of notes issued under the Shelf Agreement may require immediate payment of all amounts owing under such notes. The Company was in compliance with its debt covenants under the Shelf Agreement at December 31, 2025.
At December 31, 2025 and 2024, the Company had outstanding notes under the Shelf Agreement of $100.0 million.
See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the Shelf Agreement.
Finance Leases
The Company is obligated under finance leases with seven-year terms for revenue equipment totaling $1.0 million and $6.3 million as of December 31, 2025 and 2024, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense. The weighted average interest rates for the finance leases at December 31, 2025 and 2024 were 3.53% and 4.09%, respectively.
Contractual Obligations
Contractual obligations for the Company are comprised of lease agreements, purchase obligations and long-term debt obligations related to any outstanding balance under the credit arrangements. Contractual obligations for operating leases at December 31, 2025 totaled $168.2 million. This includes operating leases with original maturities of less than one year, which are not recorded in our consolidated balance sheet in accordance with U.S. generally accepted accounting principles. Contractual obligations in the form of finance leases were $1.0 million at December 31, 2025, which include both principal and interest components. Purchase obligations at December 31, 2025 were $14.8 million. As of December 31, 2025 the Revolving Credit Facility had a $63.0 million outstanding principal balance and the Shelf Agreement had a $100.0 million outstanding principal balance. See Note 2, "Debt and Financing Arrangements" of the accompanying audited Consolidated Financial Statements for more information on the credit arrangements.
Other commercial commitments of the Company typically include letters of credit and surety bonds required for collateral under insurance agreements. As of December 31, 2025 the Company had total outstanding letters of credit of $36.4 million and $58.4 million in surety bonds.
In addition to any principal amounts disclosed, the Company has interest obligations of approximately $10.7 million for 2026, based on borrowings and commitments outstanding at December 31, 2025.
The Company has accrued approximately $3.0 million for uncertain tax positions and accrued interest and penalties of $0.4 million related to the uncertain tax positions as of December 31, 2025.
At December 31, 2025, the Company has $125.1 million accrued for claims, insurance and other liabilities.
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 .
Description : The Company is self-insured for certain levels of workers’ compensation, bodily injury and property damage, casualty, cargo loss and damage and group health claims.
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.
Sensitivity of Estimate to Change : These accruals could be significantly affected if the actual costs of these claims differ from the estimates and assumptions used to establish the accruals. A significant number of these claims typically take several years to develop and even longer to ultimately settle. These accruals have been reasonably accurate over time; however, changes to estimates and assumptions regarding severity of claims, medical cost inflation, as well as specific case facts can create short-term volatility in these accruals. A 100 basis point change in our loss development factors would result in an immaterial change in the claims and insurance accruals. There have been no material changes in the development factors for the year ended December 31, 2025.
Revenue Recognition and Related Allowances .
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.
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.
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 .
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.
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.
Sensitivity of Estimate to Change : Actual useful lives and residual values could differ from these assumptions based on market conditions and other factors, thereby impacting the estimated amount or timing of depreciation expense. See Note 1, "Description of Business and Summary of Accounting Policies" of the accompanying audited Consolidated Financial Statements, for discussion of the effects of changes to judgments related to depreciation expense for the year ended December 31, 2025.
These accounting policies and others are described in further detail in the Notes to the audited Consolidated Financial Statements included in this Form 10-K.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the consolidated financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the consolidated financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.
Item 7A. Quantitative and Qualitat ive 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, 2025. 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, 2025
Thereafter
Total
Fair Value
Fixed rate debt
Average interest rate
Variable rate debt
Average interest rate
Item 8. Financial Statemen ts and Supplementary Data
FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — December 31, 2025 and 2024
Consolidated Statements of Operations — Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Stockholders’ Equity — Years ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows — Years ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
Report of Independent Regis tered 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, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, 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, 2025, 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, 2026 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 $46.0 million, and claims, insurance, and other (non-current) of $79.1 million, as of December 31, 2025.
We identified the evaluation of the estimated liabilities for self-insured workers’ compensation and bodily
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, 2026
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, 2025, 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, 2025, 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, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 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.
/s/ KPMG LLP
Atlanta, Georgia
February 24, 2026
Saia, Inc. and Subsidiaries
Consolidated B alance Sheets
(in thousands, except share and per share data)
December 31, 2025
December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, less allowances of $ 5,094 in 2025 and $ 4,224 in 2024
Prepaid expenses
Income tax receivable
Other current assets
Total current assets
Property and Equipment, at cost
Less-accumulated depreciation and amortization
Net property and equipment
Operating Lease Right-of-Use Assets
Goodwill and Identifiable Intangibles, net
Other Noncurrent Assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
Wages, vacation and employees’ benefits
Claims and insurance accruals
Other current liabilities
Current portion of long-term debt
Current portion of operating lease liability
Total current liabilities
Other Liabilities:
Long-term debt, less current portion
Operating lease liability, less current portion
Deferred income taxes
Claims, insurance and other
Total other liabilities
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,
26,645,402 and 26,598,512 shares issued and outstanding at
December 31, 2025 and 2024, respectively
Additional paid-in-capital
Deferred compensation trust, 70,053 and 70,100 shares of common
stock at cost at December 31, 2025 and 2024, respectively
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
Saia, Inc. and Subsidiaries
Consolidated Statem ents of Operations
For the years ended December 31, 2025, 2024 and 2023
(in thousands, except per share data)
Operating Revenue
Operating Expenses:
Salaries, wages and employees’ benefits
Purchased transportation
Fuel, operating expenses and supplies
Operating taxes and licenses
Claims and insurance
Depreciation and amortization
Operating (gains) losses, net
Total operating expenses
Operating Income
Non-operating Expenses (Income):
Interest expense
Interest income
Other, net
Non-operating expenses (income), net
Income Before Income Taxes
Income Tax Expense
Net Income
Weighted average common shares outstanding – basic
Weighted average common shares outstanding – diluted
Basic Earnings Per Share
Diluted Earnings Per Share
See accompanying notes to consolidated financial statements.
Saia, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2025, 2024 and 2023
(in thousands)
Common Shares
Common Stock
Additional Paid-in Capital
Deferred Compensation Trust
Retained Earnings
Total
Balance at December 31, 2022
Stock compensation, including options and long-term incentives
Director deferred share activity
Exercise of stock options less shares withheld for taxes
Shares issued for long-term incentive awards, net of shares withheld for taxes
Purchase of shares by Deferred Compensation Trust
Sale of shares by Deferred Compensation Trust
Net income
Balance at December 31, 2023
Stock compensation, including options and long-term incentives
Director deferred share activity
Exercise of stock options less shares withheld for taxes
Shares issued for long-term incentive awards, net of shares withheld for taxes
Purchase of shares by Deferred Compensation Trust
Sale of shares by Deferred Compensation Trust
Net income
Balance at December 31, 2024
Stock compensation, including options and long-term incentives
Director deferred share activity
Exercise of stock options less shares withheld for taxes
Shares issued for long-term incentive awards, net of shares withheld for taxes
Purchase of shares by Deferred Compensation Trust
Sale of shares by Deferred Compensation Trust
Net income
Balance at December 31, 2025
See accompanying notes to consolidated financial statements.
Saia, Inc. and Subsidiaries
Consolidated Statem ents of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
(in thousands)
Operating Activities:
Net income
Noncash items included in net income:
Depreciation and amortization
Allowance for credit losses
Deferred income taxes
(Gain) loss from property disposals, net
Stock-based compensation
Changes in operating assets and liabilities:
Accounts receivable
Accounts payable
Change in other assets and liabilities, net
Net cash provided by operating activities
Investing Activities:
Acquisition of property and equipment
Proceeds from disposal of property and equipment
Other
Net cash used in investing activities
Financing Activities:
Repayments of revolving credit facility
Borrowings of revolving credit facility
Borrowings on private shelf agreement
Proceeds from stock option exercises
Shares withheld for taxes
Repayment of finance leases
Other financing activity
Net cash (used in) provided by financing activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
See accompanying notes to consolidated financial statements.
Saia, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2025, 2024 and 2023
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 approximately 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 brokered truckload and expedited transportation and other 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.
Accounting Pronouncements Adopted in 2025
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” Under this ASU, income tax disclosures are expanded primarily by requiring the disaggregation of the rate reconciliation and income taxes paid disclosures. This standard became effective for annual reporting periods beginning after December 15, 2024. The Company adopted the standard on a retrospective basis for the 2025 annual reporting period with the impact limited to incremental disclosures in our consolidated financial statements.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." Under this ASU, entities are required to disclose additional disaggregated information related to certain expense captions included in the Consolidated Statements of Operations. This standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." Under this ASU, a practical expedient is provided that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset for current accounts receivable and current contract assets. This standard is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, " Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." Under this ASU, all references to prescriptive and sequential software development stages are eliminated and capitalization of software costs is required to start when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. This standard is effective for annual reporting periods beginning after December 15, 2027 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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
Revenue equipment
Technology equipment and software
Other
At December 31, property and equipment consisted of the following (in thousands):
Land
Structures
Revenue equipment
Technology equipment and software
Other
Total property and equipment, at cost
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 $ 247.7 million, $ 209.2 million and $ 177.9 million for the years ended December 31, 2025, 2024 and 2023, 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 $ 2.9 million and $ 7.7 million (a $ 2.2 million and $ 5.8 million increase in net income) for the years ended December 31, 2025 and 2024, respectively.
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 based on an evaluation of the nature and of the claim, historical experience and on legal, economic and other factors. Actuarial analysis is also used in calculating the accruals for workers’ compensation and bodily and property .
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, brokered 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 year vesting period. Stock-based performance unit awards are valued using a Monte Carlo model and the expense is amortized over the three-year performance 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.
Other Current Liabilities : Other current liabilities are mainly comprised of other accrued taxes. Other accrued taxes were $ 26.0 million and $ 31.7 million for the years ended December 31, 2025 and 2024 , respectively.
Advertising: The costs of advertising are expensed as incurred. Advertising costs charged to expense were $ 2.7 million, $ 5.0 million, and $ 2.9 million for the years ended December 31, 2025, 2024 and 2023 , 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, 2025 and 2024 , 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.
The following table presents selected financial information with respect to the Company’s single reportable segment (in thousands):
For The Years Ended December 31,
Revenue
Less:
Wages (a)
Salaries (a)
Purchased Transportation
Other Segment items (b)
Depreciation and Amortization
Interest Expense
Interest Income
Income Tax Expense
Segment and Consolidated Net Income
(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, 2025
December 31, 2024
Credit Arrangements, described below
Finance Leases, described below
Total debt
Less: current portion of long-term debt
Long-term debt, less current portion
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. The payment of dividends is restricted under the Company's credit arrangements.
Credit Arrangements
Revolving Credit Facility
The Company is a party to an unsecured credit agreement with its banking group (the Revolving Credit Facility) that was amended in December, 2024. The amendment increased commitments under the Revolving Credit Facility by $ 300 million to an aggregate commitment of $ 600 million and expanded the accordion feature, subject to certain conditions and availability of lender commitments, from $ 150 million to $ 300 million. This amendment also extended the maturity date of the Revolving Credit Facility from February 3, 2028, to December 9, 2029. Borrowings under the Revolving Credit Facility bear interest at the Company’s election at a variable rate equal to (a) one, three or six month term SOFR (the forward-looking secured overnight financing rate) plus 0.10 %, or (b) an alternate base rate, in each case plus an applicable margin. Additionally, the amendment adjusted the applicable margin such that it is now between 1.25 % and 2.00 % per annum for term SOFR loans and between 0.25 % and 1.00 % per annum for alternate base rate loans, in each case based on the Company’s consolidated net lease adjusted leverage ratio. The amendment also modified the fees that the Company accrues based on the daily unused portion of the credit facility, which will
now range between 0.175 % and 0.30 % based on the Company’s consolidated net lease adjusted leverage ratio. The Revolving Credit Facility contains certain customary representations and warranties, affirmative and negative covenants and provisions relating to events of default. Under the Revolving Credit Facility, if an event of default occurs, the banks will be entitled to take various actions, including the acceleration of amounts due. Under the Revolving Credit Facility, the Company is subject to a maximum consolidated net lease adjusted leverage ratio of less than 3.50 to 1.00 with the potential to be temporarily increased in the event the Company makes an acquisition that meets certain criteria. The Company was in compliance with its debt covenants under the Revolving Credit Facility at December 31, 2025
At December 31, 2025, the Company had outstanding borrowings of $ 63.0 million and outstanding letters of credit of $ 36.4 million under the Revolving Credit Facility. At December 31, 2024 , the Company had $ 94.0 million of outstanding borrowings and outstanding letters of credit of $ 32.2 million under the Revolving Credit Facility.
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, 2025.
At December 31, 2025 and 2024, the Company had outstanding notes under the Shelf Agreement of $ 100.0 million . 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 $ 1.0 million and $ 6.3 million as of December 31, 2025 and 2024, respectively. Amortization of assets held under the finance leases is included in depreciation and amortization expense.
The estimated fair value of the finance leases at December 31, 2025 and 2024 is $ 1.0 million and $ 6.3 million , respectively, which is based on current market interest rates for similar types of financial instruments, reflective of Level 2 inputs.
Other
The Company paid cash for interest of $ 15.8 million, $ 7.7 million, and $ 1.6 million for the years ended December 31, 2025, 2024 and 2023 , 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, 2025, the Company was committed under non-cancellable operating lease agreements requiring minimum annual rentals payable as follows (in thousands):
Amount
Thereafter
Total
Rent expense was $ 43.4 million, $ 42.5 million, and $ 37.2 million for the years ended December 31, 2025, 2024 and 2023, 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 $ 14.1 million at December 31, 2025. As of December 31, 2025 and 2024, the Company had $ 10.5 million and $ 24.4 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, 2025 and 2024, approximately $ 5.3 million and $ 18.2 million , respectively, of finance leased assets, net of amortization, were included in property and equipment . Accumulated amortization for these assets totaled $ 0.9 million and $ 16.2 million as of the same periods ended.
A summary of the lease costs for the years ended December 31, 2025 and 2024 follows (in thousands):
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Operating lease cost (includes variable and sublease costs as they are immaterial)
Short-term lease cost
Total lease cost
Other Information
Right-of-use assets obtained in exchange for new operating lease liabilities
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):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from finance leases
Operating cash outflows from operating leases
Financing cash outflows from finance leases
Weighted-average remaining lease term - finance leases (years)
Weighted-average remaining lease term - operating leases (years)
Weighted-average discount rate - finance leases
Weighted-average discount rate - operating leases
As of December 31, 2025, maturities of lease liabilities were as follows (in thousands):
Operating Leases
Finance Leases
Maturity of Lease Liabilities
Thereafter
Total lease payments
Less: Interest
Present value of lease liabilities
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, 2025, 2024 and 2023.
The gross amounts and accumulated amortization of identifiable intangible assets are as follows (in thousands):
December 31, 2025
December 31, 2024
Gross Amount
Accumulated Amortization
Gross Amount
Accumulated Amortization
Amortizable intangible assets:
Customer relationships (useful life of 6 - 15 years)
Trademarks (useful life of 15 years)
Total
Amortization expense for intangible assets was $ 0.9 million for 2025, 2024 and 2023 . Estimated amortization expense for the next five years is as follows (in thousands):
Amount
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,
Numerator:
Net income
Denominator:
Denominator for basic earnings per share–weighted
average common shares
Dilutive effect of share-based awards
Denominator for diluted earnings per share–adjusted
weighted average common shares
Basic Earnings Per Share
Diluted Earnings Per Share
In 2025, there were 11,818 anti-dilutive share-based awards. In 2024, there were 50 anti-dilutive share-based awards. In 2023 , there were 5,790 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
cash. At December 31, 2025 and 2024, the Company’s rabbi trust, which holds the investments for the Capital Accumulation Plan, held 70,053 and 70,100 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,
Shares of common stock purchased
Aggregate purchase price of shares purchased
Shares of common stock sold
Aggregate sale price of shares sold
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 104,399 and 101,951 shares reserved for issuance under the Directors’ Deferred Fee Plan at December 31, 2025 and 2024 , 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, 2025 and 2024, 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, 2025 and 2024, 574,194 and 633,409 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
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 $ 10.2 million, $ 7.5 million and $ 5.7 million, was recorded for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in salaries, wages and employees’ benefits. As of December 31, 2025, there is unrecognized compensation expense of $ 8.6 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, 2025 for employees:
Options
Weighted Average Exercise price
Weighted Average Remaining Contractual Life
(years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at December 31, 2024
Exercised
Outstanding at December 31, 2025
Exercisable at December 31, 2025
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 2.5 million, $ 8.3 million, and $ 7.0 million, respectively. There were no options granted during the years ended December 31, 2025, 2024 and 2023.
The following table summarizes restricted stock activity during the year ended December 31, 2025:
Shares
Weighted Average Grant-date Fair Value
Restricted Stock at December 31, 2024
Granted
Vested
Forfeited
Restricted Stock at December 31, 2025
The total fair value of restricted stock that vested during the years ended December 31, 2025, 2024, and 2023 were $ 8.5 million, $ 9.7 million and $ 1.7 million , respectively.
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 and Human Capital Committee. These stock-based awards are accounted for in accordance with ASC Topic 718 with the expense amortized over the three-year performance 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 $ 6.0 million in 2025, $ 5.3 million in 2024 and $ 4.5 million in 2023. 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 24,716 shares for the January 2023 - December 2025 performance period in February 2026, 23,434 shares for the January 2022 - December 2024 performance period in February 2025, and 25,716 shares for the January 2021 - December 2023 performance period in February 2024. At December 31, 2025, performance unit awards are outstanding for a maximum of 15,674 shares for the January 2024 – December 2026 performance period and for a maximum of 21,252 shares for the January 2025 – December 2027 performance
period. As of December 31, 2025, there is unrecognized compensation expense of $ 7.6 million related to unvested performance unit awards, which is expected to be recognized over a weighted average period of 1.7 years.
The following table summarizes performance unit awards during the year ended December 31, 2025:
Shares
Weighted Average Grant-date Fair Value
Performance Unit Awards at December 31, 2024
Granted
Added by performance factor
Vested
Forfeited
Performance Unit Awards at December 31, 2025
The total fair value of performance unit awards shares that vested during the years ended December 31, 2025, 2024, and 2023 were $ 11.8 million, $ 13.7 million and $ 4.2 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 and Human Capital Committee. For 2025, 2024 and 2023 each non-employee director was granted 318 , 301 and 379 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 2,448 ; 1,841 ; and 2,729 units equivalent to shares in the Company's common stock under the Directors' Deferred Fee Plan during the years ended December 31, 2025, 2024 and 2023 , 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 the 401(k) savings plans included in salaries, wages and employees' benefits for the years ended December 31, 2025, 2024 and 2023, were $ 20.7 million, $ 19.0 million, and $ 15.2 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 $ 15.8 million, $ 12.4 million, and $ 38.8 million for the years ended December 31, 2025, 2024 and 2023, 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
The Company has 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. The ESPP allows 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 to purchase common stock of the Company. The custodian uses the funds to purchase the Company’s common stock at current market prices. The custodian purchase d 1,513 , 1,066 and 1,420 shares in the open market during the years ended December 31, 2025, 2024 and 2023 , respectively.
10. Income Taxes
The income tax provision consists of the following (in thousands):
Current:
U.S. federal
State
Total current income tax provision
Deferred:
U.S. federal
State
Total deferred income tax provision
Total income tax provision
A reconciliation between income taxes at the federal statutory rate ( 21 percent) and the actual income tax provision is as follows (in thousands):
Amount
Percent
Amount
Percent
Amount
Percent
Provision at federal statutory rate
State income taxes, net of federal benefit*
Tax credits
Excess tax benefit on stock compensation
Other, net
Total provision
* State taxes in California, Illinois, Pennsylvania, Georgia, Tennessee, Arizona, North Carolina, Kansas and Indiana made up the majority (greater than 50 percent) of the tax effect in this category for 2025, 2024, and 2023.
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):
Depreciation
Leases
Other
Gross deferred tax liabilities
Allowance for credit losses
Equity-based compensation
Employee benefits
Leases
Claims and insurance
Other
Gross deferred tax assets
Valuation Allowance
Net deferred tax assets
Net deferred tax liability
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 2022 - 2025 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 2016 - 2025 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):
Gross unrecognized tax benefits at beginning of year
Gross (decreases) increases in tax positions for prior years
Gross increases in tax positions for current year
Settlements
Lapse of statute of limitations
Gross unrecognized tax benefits at end of year
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 $ 3.0 million and $ 3.2 million as of December 31, 2025 and 2024, respectively.
The Company paid cash for income taxes of $ 6.1 million, $ 101.2 million, and $ 72.8 million in 2025, 2024 and 2023 , respectively. The following table presents cash paid for income taxes, by jurisdictions (in thousands):
U.S. federal
State and local
Total income tax cash paid
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, 2025
For the period ended December 31, 2024
For the period ended December 31, 2023
Primarily uncollectible accounts written off — net of recoveries.
