SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Saia, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting of Stockholders

To be held April 29, 2026

March 16, 2026

To Our Stockholders:

We cordially invite you to attend the 2026 annual meeting of stockholders of Saia, Inc. The meeting will be held in a virtual format on April 29, 2026, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the annual meeting physically but will be able to participate by submitting questions and voting online. To be admitted to the virtual annual meeting at https://meetnow.global/MW2NQFP, you must enter the control number found on your proxy card, voter instruction form or the notice. A list of stockholders entitled to vote will be available via electronic link during the whole time of the annual meeting once you are admitted to the meeting room. We look forward to your participation.

The purpose of the meeting is to:

Only stockholders of record at the close of business on March 2, 2026 may vote at the meeting or any postponements or adjournments of the meeting.

By order of the Board of Directors,

Matthew J. Batteh

Secretary

SAIA, INC.

11465 Johns Creek Parkway, Suite 400

Johns Creek, Georgia 30097

2026 PROXY STATEMENT

The Board of Directors (the “Board”) of Saia, Inc. (“Saia” or the “Company”) is furnishing you this proxy statement in connection with the solicitation of proxies on its behalf for the 2026 annual meeting of stockholders. The meeting will be held in a virtual format on April 29, 2026, at 10:30 a.m., Eastern Daylight Time. Stockholders will not be able to attend the annual meeting physically. To be admitted to the virtual annual meeting at https://meetnow.global/MW2NQFP, you must enter the control number found on your proxy card, voter instruction form or the notice you previously received. At the meeting, stockholders will vote on (a) the election of ten directors for a one year term to expire at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, (b) an advisory basis to approve the compensation of Saia’s Named Executive Officers, (c) the ratification of the appointment of KPMG LLP as Saia’s independent registered public accounting firm for fiscal year 2026, and (d) the transaction of any other business that may properly come before the meeting, and any postponement or adjournment of the meeting, although we know of no other business to be presented.

By submitting your proxy (either by signing and returning the enclosed proxy card or by voting electronically on the internet or by telephone), you authorize Frederick J. Holzgrefe, III and Richard D. O’Dell and each of them to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

Saia’s Annual Report to Stockholders for the fiscal year ended December 31, 2025, which includes Saia’s audited annual consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated by reference into this proxy statement.

We are first sending this proxy statement, form of proxy and accompanying materials to stockholders on or about March 16, 2026.

Proposal 1 – Election of Directors

All directors of the Company are elected for a one-year term. The Board of Directors currently consists of ten directors.

The Board of Directors has nominated Di-Ann Eisnor, Donna E. Epps, John P. Gainor, Jr., Kevin A. Henry, Frederick J. Holzgrefe, III, Donald R. James, Randolph W. Melville, Richard D. O’Dell, Jeffrey C. Ward and Susan F. Ward for election as directors for terms expiring at the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each nominee currently serves as a director.

Each nominee has consented to being named in this proxy statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you vote “against” or “abstain”. Proxies cannot be voted for a greater number of persons than the ten nominees named herein.

In addition to the information presented below regarding the specific experience, qualifications, attributes and skills of each nominee that led the Board of Directors to the conclusion that such person should serve as a director, the Board also believes that all of the nominees have a reputation for high personal and professional ethics, integrity, values and character. Each nominee brings a strong and unique background and set of skills to the Board of Directors, giving the Board as a whole competence and experience in a wide variety of areas, including the less-than-truckload (“LTL”) and transportation industry, accounting and finance, risk assessment, corporate governance and board service, executive and operations management, strategic planning, and sales and marketing. They have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board. Each nominee is committed to achieving, monitoring and improving on the Company’s business strategy.

Board Nomination Process

The Nominating and Governance Committee is responsible for recommending director candidates to the Board of Directors. The Nominating and Governance Committee will apply the criteria set forth in the Corporate Governance Guidelines when considering whether to recommend any candidate as a director nominee, including candidates recommended by stockholders. The Nominating and Governance Committee seeks nominees with a broad range of experience, professions, skills, geographic representation and backgrounds. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Corporate Governance Guidelines include director qualification standards that provide as follows:

While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, the Corporate Governance Guidelines provide that directors and candidates for director generally should, at a minimum, meet the following criteria:

If a vacancy arises or the Board decides to expand its membership, the Nominating and Governance Committee may seek recommendations of potential candidates from a variety of sources (including incumbent directors, stockholders, the Company’s management and professional recruitment firms). The Nominating and Governance Committee evaluates each potential candidate’s educational background, employment history, outside commitments and other relevant factors to determine whether he or she is potentially qualified to serve on the Board. The Nominating and Governance Committee seeks to identify and recruit the best available candidates. The Committee evaluates qualified candidates recommended by stockholders on the same basis as those submitted by other sources. Stockholders who wish to recommend a candidate for director or nominate a candidate for election at an annual meeting should follow the procedures described on page 67.

The Board is committed to having individuals from different backgrounds with varying perspectives, professional experience, education and skills serving as members of the Board and believes a variety of perspectives and experiences is an important feature of a well-functioning board. The Board believes the composition of the Board reflects this commitment.

Director Skills

Board Refreshment

In the past seven years, the Company has refreshed its Board by adding five new directors, four of whom are independent. The Company believes that it benefits from having longer tenured directors, including our Chairman, on the Board who are familiar with the Company’s business. We believe the average tenure of our directors of ten years reflects the balance the Board seeks between different perspectives brought by longer-serving directors and new directors.

INFORMATION CONCERNING DIRECTOR NOMINEES

The following sets forth certain information regarding each nominee for director of the Company. The information presented includes information provided to the Company by each nominee including such person’s name, age, principal occupation and business experience for at least the past five years, the names of other publicly-held companies of which such person currently serves as a director or has served as a director during the past five years and the year in which the nominee first became a director of Saia.

DI-ANN EISNOR

DONNA E. EPPS

JOHN P. GAINOR, JR.

KEVIN A. HENRY

FREDERICK J. HOLZGREFE, III

DONALD R. JAMES

RANDOLPH W. MELVILLE

RICHARD D. O’DELL

JEFFREY C. WARD

SUSAN F. WARD

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines establishing standards with respect to Board governance and meetings, Board composition, selection and election of directors, director responsibility, director access to management and independent advisors and non-employee director compensation. The Nominating and Governance Committee of the Board regularly reviews and assesses corporate governance developments and recommends to the Board modifications to the Corporate Governance Guidelines as warranted.

The Company has a Code of Business Conduct and Ethics that applies to all directors, officers and employees, including its principal executive officer, principal financial officer, and principal accounting officer. The Company’s Code of Business Conduct and Ethics, as well as its Corporate Governance Guidelines, are available on the Company’s website, www.saia.com/about-us/investor-relations/governance.

Director Independence

In February 2026, the Board, with the assistance of the Nominating and Governance Committee, conducted an evaluation of director independence based on the rules and regulations of the Nasdaq Global Select Market (“Nasdaq”) and determined that each of Di-Ann Eisnor, Donna E. Epps, John P. Gainor, Jr., Kevin A. Henry, Donald R. James, Randolph W. Melville, Jeffrey C. Ward, and Susan F. Ward qualifies as an independent director under such rules and regulations. Mr. O’Dell, as a result of serving as Chief Executive Officer until 2020, and Mr. Holzgrefe, as a result of his current service as President and Chief Executive Officer, are not independent.

Compensation of Directors

Our non-employee directors receive annual compensation as shown in the table below for service on the Board. Director compensation is approved by the Board based on the recommendation of the Compensation and Human Capital Committee, except that Committee sets the number of shares of restricted stock to be issued to non-employee directors each year. To assist in establishing non-employee director compensation for 2025, Mercer, the Compensation and Human Capital Committee’s executive compensation consultant for 2025, conducted a review of Saia’s non-employee director compensation program to assess its competitiveness and advised the Committee of recent market trends as to director compensation. As part of the review, the consultant analyzed Saia’s non-employee director compensation relative to a composite of peer group data and relevant cross-industry survey data. Based in part on the consultant’s study, the Compensation and Human Capital Committee made a recommendation concerning non-employee director compensation for approval by the full Board. Directors who are Company employees do not receive any additional compensation for their service as directors. Mr. Holzgrefe, as an employee of Saia, did not receive any compensation for his service as a director in 2025.

Summary Compensation Information

The amounts payable to Saia's non-employee directors for 2025 are indicated below:

Following an analysis conducted by Mercer, on January 31, 2025, the Board increased the annual retainer for each non-employee director from $65,000 to $75,000, effective immediately following the annual meeting of stockholders in April 2025, to align director compensation with market. On January 30, 2025, the Compensation and Human Capital Committee approved a grant of 318 shares of restricted stock to each non-employee director based on its decision to award restricted stock with a value of $160,000 using the closing stock price on February 5, 2025. These shares were issued on May 1, 2025. No other changes were made to director compensation for 2025.

DIRECTOR COMPENSATION

The following table sets forth all compensation earned by the Company’s non-employee directors for service as a director for the year ended December 31, 2025.

2018 Omnibus Incentive Plan

Under the 2018 Omnibus Incentive Plan, each non-employee director receives an annual grant of restricted stock, with the number of shares determined by the Compensation and Human Capital Committee and with the value on the grant date not to exceed $500,000. The shares of restricted stock are issued on the first business day in May each year following the annual meeting of stockholders. For 2025, each non-employee director received 318 shares of restricted stock on May 1, 2025 based on the determination by the Compensation and Human Capital Committee to award non-employee directors restricted stock with a value of $160,000 using the closing stock price on February 5, 2025. The shares of restricted stock are subject to a one-year cliff vesting restriction, subject to earlier vesting upon cessation of the director’s service on the Board (other than for cause) or upon a change in control of the Company.

Under the 2018 Omnibus Incentive Plan, each non-employee director has the option to receive up to 100% of his or her annual Board and Committee retainers in shares of common stock in lieu of cash, with the value of the shares to be computed by reference to the fair market value of Saia’s common stock on the date of grant.

Directors' Deferred Fee Plan

Under the Director’s Deferred Fee Plan, non-employee directors may elect to defer all or a portion of their annual fees and retainers 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. The following non-employee directors held units under the Director’s Deferred Fee Plan as of December 31, 2025, for the following number of shares: Ms. Epps 548 shares; Mr. Gainor 18,411 shares; Mr. Henry 3,102 shares; Mr. Melville 22,903 shares; Mr. Ward 57,334 shares and Ms. Ward 2,104 shares.

Other

All non-employee directors are reimbursed for travel and other out-of-pocket expenses related to Board and Committee meetings. Saia provides customary liability insurance for its directors and officers. The annual cost of this coverage for 2025 was $1.2 million. See "Related Party Transactions" for a detailed description of indemnification agreements that Saia has with its directors.

Director Stock Ownership Guidelines

In order to align non-employee directors’ interests with those of the Company and its stockholders, the Board has approved stock ownership guidelines for the Company’s non-employee directors. Under the guidelines, non-employee directors have three years from the date they joined the Board to acquire shares of the Company’s common stock valued at five times the then-current annual retainer for non-employee directors. Units held in the Company’s Director’s Deferred Fee Plan are included as units of stock for the purposes of the guidelines. Under Company policy, non-employee directors are precluded from selling shares earned as a director until the director is in compliance with the stock ownership guidelines. All of our non-employee directors have met their objectives within the three-year time requirement.

Majority Voting Standard for Director Elections

The election of directors at the 2026 annual meeting of stockholders is an uncontested election under the Company’s Bylaws. Because this is an uncontested election, a nominee for director is elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions will not affect the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If an incumbent director fails to receive a majority of the vote for re-election in an uncontested election, the Nominating and Governance Committee of the Board will act on an expedited basis to determine whether to accept the director’s previously tendered irrevocable resignation and will submit such recommendation for prompt consideration by the Board. In considering whether to accept or reject the tendered resignation, the Nominating and Governance Committee and the Board will consider any factors they deem relevant. Any director who fails to receive a majority of the vote for re-election will not participate in the Nominating and Governance Committee recommendation or Board decision whether to accept the tendered resignation.

Election to the Company’s Board of Directors in a contested election is by a plurality of the votes cast at any meeting of stockholders having a quorum. An election will be considered contested if (i) the Secretary of the Company receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for stockholder nominees for director set forth in the Company’s Bylaws and (ii) such nomination has not been withdrawn by such stockholder on or before the 10th day before the Company first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders are not permitted to vote against a nominee.

Board Meetings, Committees of the Board and Board Leadership Structure

Attendance at Board and Committee Meetings; Executive Sessions

The Board of Directors held five meetings in 2025. Each director attended at least 75% of the meetings convened by the Board and the applicable Committees during such director’s service on the Board during 2025.

Executive sessions of independent directors are held as part of each regularly scheduled meeting of the Board. The sessions of the independent directors are chaired by the Lead Independent Director.

Annual Evaluation Process of the Board and Committees

With oversight by the Nominating and Governance Committee, the Board of Directors and each of its Committees through outside legal counsel conducts annual performance evaluations that are intended to determine whether the Board and its Committees are functioning effectively and to provide the directors the opportunity to reflect upon and improve processes and effectiveness. Each Committee and the full Board reviews and discusses the results of the Committee and Board evaluations. The goal is to use the results of the assessment process to enhance the functioning of the Board and the Committees and assist the Board and Committees to carry out their oversight functions.

Director Orientation and Continuing Education

The Company conducts an orientation program for each new director that includes, among other things, a review of the Company’s business strategy and operations, technology, financial results and condition, legal and regulatory framework and other relevant topics. The Company also provides continuing education opportunities and programs for current directors. These programs include presentation by outside subject matter experts, participation in governance and industry seminars and visits to Company facilities.

Board Leadership Structure

Saia’s Board structure provides for a Chief Executive Officer separate from the Chairman of the Board. The Board believes maintaining separate roles allows the Chairman to devote his time and attention to matters of Board oversight and governance and allows the Chief Executive Officer to focus his time and energy managing the business.

The Board of Directors designates a director to serve as Chairman of the Board and selected Richard D. O’Dell to serve as Chairman. The primary responsibilities of the Chairman are to:

Because the Board has determined that Mr. O’Dell is not independent under Nasdaq rules and regulations, the Board also utilizes a Lead Independent Director, who is selected by the independent directors. The independent directors elected Randolph W. Melville as Lead Independent Director in 2025. The primary responsibilities of the Lead Independent Director are to:

In addition, the Lead Independent Director has the authority to call meetings of independent directors. If requested by major stockholders, the Lead Independent Director will make himself reasonably available for direct communication.

Board’s Role in Corporate Strategy

The Board is actively involved in overseeing, reviewing and guiding the Company’s corporate strategy. The Board formally reviews the Company’s business strategy, including the risks and opportunities facing the Company and its business, at an annual strategic planning session. In addition, long-range strategic issues are discussed as a matter of course at regular Board meetings. The Board regularly discusses corporate strategy throughout the year with management formally as well as informally and during executive sessions of the Board as appropriate. As discussed in “Board’s Role in Risk Management Process” below, the Board views risk management and oversight as an integral part of the strategic planning process, and provides oversight of management’s process to identify, manage and mitigate risks inherent in the Company’s strategic plans.

Board’s Role in Risk Management Process

The Company’s senior management has the responsibility to develop and implement the Company’s strategic plans and to identify, evaluate, manage, and mitigate the risks inherent in those plans. It is the responsibility of the Board to oversee the development and execution of the Company’s strategic plans and to understand the associated risks and the steps that senior management is taking to manage and mitigate those risks. As part of its risk management oversight, the full Board, based on input from management and the Nominating and Governance Committee, conducts reviews throughout the year to assess the Company’s strategy and risk management, including a review of specific risks, ranking of the likelihood and significance of those risks, and a review of mitigation plans. The Board also periodically receives briefings from outside experts on key risks facing the Company and has full access to management, as well as the ability to engage independent advisors.

The Board executes its oversight responsibility both through active review and discussion of key risks facing the Company and by delegating certain oversight responsibilities to the Board Committees, each of which reports regularly to the full Board. The full Board has retained responsibility for oversight of strategic risks as well as risks not otherwise delegated to one of the Committees, including cybersecurity and safety, in order to keep the full Board directly apprised of these matters and to utilize the expertise of the full Board.

The following is a summary of the general risk oversight functions of the Board Committees:

COMMITTEE RISK OVERSIGHT

Succession Planning

Succession planning and leadership development are key priorities for the Board and management. The Board regularly reviews the Company’s human capital related activities in support of the Company’s business strategy, which includes a discussion of the Company’s training and development programs, leadership bench and succession plans with a focus on key positions at the senior executive level and other critical roles. The Board also has regular and direct exposure to high potential leaders through formal Board and Committee presentations and informal events.

Board Committees

The Board of Directors has an Audit Committee, a Compensation and Human Capital Committee and a Nominating and Governance Committee, each of which is comprised entirely of independent directors. Current Committee memberships are as follows:

Each of the Committees acts pursuant to a written charter adopted by the Board. A copy of each Committee charter is available on the Company’s website, www.saia.com/about-us/investor-relations/governance.

Audit Committee

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”). The Audit Committee held five meetings in 2025. The functions of the Audit Committee are described in the Audit Committee Charter and include, among others, the following:

The Board of Directors has determined that Ms. Ward and Ms. Epps are “audit committee financial experts,” as defined by applicable rules of the Securities and Exchange Commission. Each member of the Audit Committee meets the definition of an independent director under applicable Nasdaq rules.

Compensation and Human Capital Committee

The Compensation and Human Capital Committee held eight meetings in 2025. The functions of the Compensation and Human Capital Committee are described in the Compensation and Human Capital Committee Charter and include, among others, the following:

Each member of the Compensation and Human Capital Committee qualifies as (i) an independent director under applicable Nasdaq rules and Rule 10C-1 of the Securities Exchange Act of 1934; and (ii) a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934.

Executive Compensation Consultant

The Compensation and Human Capital Committee retained Mercer as its executive compensation consultant to provide information and analysis of executive compensation trends and practices and to make recommendations regarding executive and non-employee director compensation for 2025. Mercer reported directly to and took direction from the Compensation and Human Capital Committee, pursuant to an engagement agreement that is entered into on an annual basis and that may be terminated at any time. The Committee periodically met with the Mercer consultant outside the presence of management to discuss executive compensation philosophy, composition of peer groups, to recommend specific levels of compensation and to ensure that Mercer received from management the information required to perform its duties on a timely basis.

For 2025, the Company paid Mercer $0.1 million for executive and director compensation services rendered to the Compensation and Human Capital Committee. Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”). Since 2010, including during 2025, the Company has used Marsh USA, Inc., an affiliate of MMC, to provide insurance brokerage services, based on a determination made by management of the expertise of Marsh USA, Inc. in providing insurance brokerage services for the transportation industry. The Company paid Marsh USA, Inc. $2.4 million in fees in 2025 for such insurance brokerage services (this amount does not include insurance premiums that are paid through Marsh USA, Inc. to insurance carriers on behalf of Saia).

In connection with the Compensation and Human Capital Committee’s consideration of the independence of Mercer, the Committee confirmed with Mercer that:

In its evaluation of the relationship with Mercer, the Compensation and Human Capital Committee also reviewed the protocols used by the Committee in its dealings with Mercer in 2025, which included:

Following this assessment of the relationship of Mercer and its affiliates with the Company, the Compensation and Human Capital Committee concluded that Mercer’s work for the Committee in 2025 did not raise any conflict of interest and that Mercer qualified as independent.

Nominating and Governance Committee

The Nominating and Governance Committee held four meetings in 2025. The functions of the Nominating and Governance Committee are described in the Nominating and Governance Committee Charter and include, among others, the following:

Each member of the Nominating and Governance Committee meets the definition of an independent director under applicable Nasdaq rules.

Stockholder Communications with the Board of Directors

Stockholders seeking to communicate with the Board of Directors should submit their written correspondence to the Secretary of the Company, Saia, Inc., 11465 Johns Creek Parkway, Suite 400, Johns Creek, Georgia 30097. The Secretary of the Company will forward all such communications (excluding routine advertisements and business solicitations and communications that the Secretary of the Company, in his or her sole discretion, deems to be a security risk or for harassment purposes) to each member of the Board of Directors, or if applicable, to the individual director(s) named in the correspondence. Subject to the following, the Chairman of the Board and the Lead Independent Director will receive copies of all stockholder communications, including those addressed to individual directors. The Secretary will consider each communication to determine whether it should be forwarded promptly or compiled and sent with other communications and other Board materials in advance of the next scheduled Board meeting.

The Company’s Corporate Governance Guidelines provide that absent unusual circumstances, directors are expected to attend all annual meetings of stockholders. All members of the Board of Directors attended the 2025 annual meeting of stockholders.

Stock Ownership

Directors and Executive Officers

The following table sets forth the amount of Saia’s common stock beneficially owned by each director and each executive officer named in the Summary Compensation Table on page 38 and all directors and executive officers as a group, as of January 15, 2026. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.

* Denotes less than 1%

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation programs and the decisions the Compensation and Human Capital Committee (the "Committee") has made under those programs for 2025 regarding our Named Executive Officers.

Named Executive Officers for 2025

Executive Summary

2025 Key Accomplishments

In 2025, we made significant strides in implementing our long-term strategy of developing a national LTL network. Our 2025 key accomplishments are highlighted as follows:

Summary of Incentive Compensation

The following tables summarize the results of Saia’s incentive compensation program for 2025 and demonstrates the alignment between executive pay and Company performance. As a result of our operating income and operating ratio performance for 2025, no annual cash incentive plan payments were made to the Named Executive Officers for 2025. Performance stock units granted to the Named Executive Officers in 2023, based on Saia's total stockholder return over the three-year period of 2023-2025 compared to a peer group, paid out at 183.3% of target reflecting Saia's near top quartile relative stock price performance over the period.

2025 Annual Cash Incentive Plan Results

Long-Term Award - Performance Stock Units for 2023-2025 Performance Period

Stockholder Support on Compensation

As part of the Committee’s annual review of the executive compensation program, the Committee considers the outcome of Saia’s annual stockholder advisory vote on executive compensation – the “say-on-pay” vote. At our annual meeting of stockholders in April 2025, the compensation of our Named Executive Officers was approved by approximately 96.9% of votes cast. Based on the results of the 2025 say-on-pay vote, and the history of strong stockholder support in prior say-on-pay votes, the Committee believes Saia stockholders continue to strongly support Saia's executive compensation program.

Role of the Compensation and Human Capital Committee

Decision Making Framework

The Committee oversees the design and implementation of Saia's executive compensation program for our executive officers, as well as our equity incentive plan and human capital initiatives. The Committee is composed entirely of independent directors.
Its current members are Ms. Eisnor (Chair), Mr. Gainor, Mr. Henry, Mr. Melville and Mr. Ward.

The Committee, with the assistance of its independent compensation consultant, annually reviews the Company’s compensation
philosophy, the overall design and components of the compensation program, and market data concerning compensation paid by
transportation peer firms. Based on that review, the Committee approves the compensation program for the executive officers, except for Mr. Holzgrefe's compensation, which is approved by the full Board of Directors following the recommendation of the Committee. Mr. Holzgrefe makes recommendations to the Committee concerning compensation of his direct reports and provides performance reviews to assist the Committee in setting executive compensation for those executives.

Guiding Principles

The Committee believes the executive compensation program should align with stockholder interests, be competitive and market-based, reflect our performance philosophy and balance short- and long-term performance.

Best Practices

We are committed to industry-leading standards for executive compensation design and governance. The Committee regularly reviews best practices in executive compensation and governance and revises its policies when appropriate.

Compensation Components and Pay Determination

Components of 2025 Compensation

Our compensation programs contains various components, each designed for a different purpose, with the overall goal of attracting and retaining the executive talent needed to meet corporate objectives. The specific components, key characteristics and objectives of the components of Saia's executive compensation program are:

Determining 2025 Target Compensation

Market Review

To assist the Committee in determining the design, components and levels of compensation for the Company’s executive officers, the Committee annually reviews compensation data for similar positions at a select group of transportation peer companies and on published general industry surveys. The peer group is comprised of U.S. publicly traded transportation companies with annual revenues of approximately one-third to three times Saia’s revenues. With input from the independent compensation consultant, the Committee selected these transportation peers and industry sources because it believes companies with a scale comparable to Saia’s are our primary competitors for executive talent and provide a sound basis to assess Saia’s executive compensation.

The peer group used by the Committee in 2024 to assist in setting compensation for 2025 was:

In mid-2025, the Committee undertook a comprehensive review of the peer group. Potential peer companies were identified by assessing companies primarily focusing on industry, talent market, and size (revenue, market capitalization, enterprise value, and EBITDA). Based on these peer group selection criteria, the Committee determined to make the following changes to the peer group so that the 2026 peer group was more closely aligned with the Company based on the peer group selection criteria: (i) removal of Air Transport Services Group, Inc., Forward Air Corporation, Marten Transport, Ltd., and Universal Logistics Holdings; and (ii) addition of Ryder System, Inc., GXO Logistics, Inc., J.B. Hunt Transport Services, Inc, Expeditors International of Washington, Inc, and GATX Corporation. Our Committee determined these changes were needed because these companies were more aligned with the industries and markets in which we conduct business and to ensure the peer group more accurately aligned with the size of our organization, and had comparable cost structures, business models and global reach.

The Committee's Process for Setting 2025 Target Compensation

The Committee uses the market data, along with the Chief Executive Officer's evaluation of performance and compensation recommendations for the other executive officers, and applied its judgment and experience to set target compensation for the executive officers. In addition, the Committee considered other factors, including the competitive environment for recruiting and retaining senior executives, the individual's tenure, performance and future advancement and leadership potential, the Company's past financial and operating performance and internal pay equity. To assess internal pay equity, the Committee annually reviews

the relationship between the compensation of the Chief Executive Officer to that of other Named Executive Officers and salaried employees generally.

In setting compensation for the Chief Executive Officer, the Board also used its annual performance evaluation process, which consists of review of key strategic and leadership accomplishments and providing feedback directly to Mr. Holzgrefe.

2025 Total Target Compensation and Pay Mix

In setting base salaries and short- and long-term incentive target compensation, the Committee typically uses an average of peer group data and published general industry survey data as the general reference point because it believes that average provides a reasonable and appropriate measure of compensation in the market. The Committee has the discretion to adjust compensation levels above or below the market average as it deems appropriate. Reasons for making such adjustments can include the tenure of the executive in the position, job performance, additional responsibilities of the executive, retention and succession planning.

The Committee designs the executive compensation program to include at-risk pay such as annual cash incentive awards and stock-based compensation because the Committee believes those incentives tie the interest of our executive officers with those of our stockholders. The Committee reviewed target pay levels for the executive officers in October 2024, December 2024 and January 2025 and approved the following changes in compensation of the Named Executive Officers for 2025:

As a result of the changes, target compensation for the Named Executive Officers for 2025 was as follows:

The target long-term incentive is comprised of 50% performance stock units and 50% restricted stock. See more details in the "2025 Grants of Plan-Based Awards Table."

2025 Target Pay Mix

How Named Executive Officers Were Paid for Performance in 2025

2025 Annual Cash Incentive - Performance Targets and Payouts

After reviewing the 2025 business plan in December 2024, the Committee made no changes to the performance metrics for the 2025 annual cash incentive plan. As a result, the annual cash incentive awards for the Named Executive Officers in 2025 were based 50% on an annual operating income target and 50% on an annual operating ratio target. The Committee believes that using an operating income target rather than an earnings per share target more closely reflects actual performance of management for the year by eliminating the impact of changes to the effective tax rate. Saia uses operating ratio as a performance metric because it is a common measure of profitability within the industry and can have a direct impact on Saia’s stock price. Operating ratio is defined as operating expenses divided by operating revenue. Real estate gains and losses, one-time charges and integration charges are excluded from the calculation at the discretion of the Committee.

The Committee sets the values of the 2025 annual incentive plan award opportunities as a percentage of the executive's base salary based on the scope of the executive's responsibilities and the competitive pay practices of the compensation peer group. The annual cash incentive plan award opportunities at the threshold, target and maximum levels are shown in the "2025 Grants of Plan-Based Awards Table."

The following table shows the 2025 annual cash incentive plan target award opportunity for each of the Named Executive Officers.

Operating income and operating ratio targets used in the annual cash incentive plan for 2025 were set by the Committee based on the business plan for the year. The performance targets and actual performance for 2025 were as follows:

Long-Term Equity Incentive Awards

Below we describe the long-term equity awards earned by our Named Executive Officers in 2025.

Performance Stock Units Granted in 2023 for the 2023 - 2025 Performance Period:

For the three-year performance period from 2023 - 2025, Saia's total stockholder return was 38.3%, which ranked Saia near the top quartile of peer companies, resulting in a payout of 183.3% of target. The following table shows the number of shares of common stock distributed to the Named Executive Officers in February 2026 based on performance stock units granted for the 2023 - 2025 performance period:

2025 Long-Term Equity Incentive Grants

The Committee provides long-term equity awards to the executive officers in the form of performance stock units and restricted stock to align the interests of the executives with the interests of our stockholders, reward executives for stock appreciation over a multi-year period and for executive retention. For 2025, the Committee made no changes to the weighting of the long-term equity awards. As a result, the weighting was set at 50% for the performance stock units and 50% for restricted stock.

The following table summarizes awards of performance stock units and restricted stock granted in February 2025. The total long-term incentive target for 2025 is shown in the "2025 Total Target Compensation and Pay Mix" section above.

See also "2025 Grants of Plan-Based Awards Table" for additional information concerning these grants.

Performance Stock Units

For 2025, 50% of the Named Executive Officers’ long-term equity incentive opportunity was awarded in performance stock units, which are paid in shares of Saia common stock to the extent earned. The number of shares of stock that are earned is based on the total stockholder return of Saia compared to the total stockholder return (assuming reinvestment of dividends) of the companies in a broader transportation group over a three-year performance period. At the end of the performance period, the percentile rank of the Company’s total stockholder return is calculated relative to the total stockholder return of each of the companies in the group. Because the performance period for each grant of performance stock units is three years, participants can have overlapping three-year award opportunities. The Committee believes that using total stockholder return is an important measure because it helps ensure that our executives’ interest are aligned with those of our stockholders and it helps ensure against executives taking excessive or unnecessary risks that might threaten the long-term value of the Company.

The companies selected by the Committee for comparison purposes (the “PSU Group”) are U.S. publicly traded companies in the broader transportation industry, and includes companies considered too large for purposes of our compensation peer group. The

Committee believes using performance of the companies in the PSU Group provides a wider spectrum from which to assess management performance. The companies included in the PSU Group for 2025 grants were as follows:

The payout percentage of target is determined as follows:

Payouts are interpolated for performance between the 25th and 50th percentiles and the 50th and 75th percentiles.

If the Company’s total stockholder return for the three-year performance period is negative, any payouts are reduced by one-half. Given the cyclical nature of the transportation industry, the Committee includes this provision to provide an incentive under the plan to reward performance relative to peers in the case of an economic downturn affecting the entire industry, to conform to peer group practice generally and for executive retention.

See the “2025 Grants of Plan-Based Awards Table” for additional information about the specific performance stock units granted to each of the Named Executive Officers in 2025. See the “Potential Payments Upon Termination or Change in Control” for a description of the effect a termination of employment or a change in control of the Company would have on the performance stock units awarded to the Named Executive Officers.

Restricted Stock Awards

For 2025, 50% of the Named Executive Officers' long-term equity incentive opportunity was awarded in restricted stock. The Committee uses restricted stock as a part of the long-term equity incentive plan to address market volatility that can occur because of the cyclical nature of the trucking business, to enhance executive retention and to align the Company’s long-term compensation practices with its peers. These restricted stock grants vest ratably over three years subject to earlier vesting upon death, disability, retirement, and a change in control of Saia.

The Company also uses restricted stock grants from time to time for executive retention, as part of a total compensation package granted to an executive upon initial hiring or to recognize the significant promotion of an executive or outstanding performance. These restricted stock grants have historically vested over a five-year period to promote executive retention.

See the “2025 Grants of Plan-Based Awards Table” for additional information concerning restricted stock grants made to each of the Named Executive Officers in 2025. See the “Potential Payments Upon Termination or Change in Control” for a description of

the effect a termination of employment or a change in control of the Company would have on the restricted stock granted to the Named Executive Officers.

Benefits

Benefits are an important tool to maintain the market competitiveness of our overall compensation package. We provide personal benefits to our executive officers for three reasons:

The Committee continuously evaluated these benefits based on the needs of the business and prevailing market practices and trends.

Customary Benefits

The Company provides customary employee benefits to substantially all employees, including the Named Executive Officers. These benefits include paid holidays and vacation, medical, disability and life insurance and a defined contribution retirement plan. The defined contribution retirement plan is a 401(k) savings plan to which employees may elect to make pre-tax contributions. The Company has the discretion to match 50% of all employee contributions, up to a maximum employee contribution of 6% of annual salary.

Deferred Compensation Plan

The Company has established for officers (including all the Named Executive Officers) and certain other employees a Capital Accumulation Plan, which is a non-qualified deferred compensation plan. The Capital Accumulation Plan was implemented to motivate and retain key employees by providing them with greater flexibility in structuring the timing of their compensation and tax payments. The Committee believes that the Capital Accumulation Plan provides a valuable benefit to senior executives with minimal cost to the Company.

The Capital Accumulation Plan allows a participant to make an elective deferral each year of up to 50% of base salary and up to 100% of any annual incentive plan payments. The Company typically makes an annual discretionary contribution under the Capital Accumulation Plan for each participant equal to 5% of his or her base salary and annual incentive payment, which contribution is subject to a five-year vesting period. In addition, to the extent a participant’s contribution to the 401(k) savings plan is limited under restrictions placed on “Highly Compensated Employees” under ERISA, the participant may elect to contribute the amount so limited to the Capital Accumulation Plan. To the extent the Company is unable to match participant contributions under the 401(k) savings plan because of the ERISA limitations, the matching contributions will be made by the Company to the Capital Accumulation Plan.

The Capital Accumulation Plan provides the same investment options to participants as are available under the 401(k) savings plan, except that participants may also elect to invest in Saia common stock under the Capital Accumulation Plan. Participants may elect to transfer balances between investment options without restriction at any time throughout the year, except that any investment in Saia stock is an irrevocable election and upon distribution that investment will be paid out in Saia stock, rather than cash. Vested plan balances become distributable to the participant upon termination of employment subject to Section 409A of the Internal Revenue Code.

Contributions made under the Capital Accumulation Plan for the Named Executive Officers for 2025 are set forth in the “All Other Compensation” column of the Summary Compensation Table and in the 2025 Non-Qualified Deferred Compensation Table.

Perquisites

We provide a limited number of perquisites to our Named Executive Officers that we believe are related to the performance of their roles and responsibilities. Annually, the Committee reviews the types and amounts of perquisites provided. Starting in 2025, the Company began offering to reimburse officers for the cost of an annual physical examination that is not otherwise covered by insurance. The value of the perquisites provided to the Named Executive Officers for 2025 are set forth in the “All Other Compensation” column of the Summary Compensation Table.

Post-Employment Compensation

Severance Agreements

Each of the Named Executive Officers is subject to key restrictive covenants, including non-competition and employee and customer non-solicitation provisions, as well as provisions designed to protect Saia’s intellectual property. In connection with the restrictive covenants, the Company entered into a severance agreement with each Named Executive Officer (other than the Chief Executive Officer) that generally provides for severance payments equal to base salary over the non-compete period in the event the executive’s employment is involuntarily terminated without cause as defined in the agreements. To receive the severance payments, the executive must sign a general release of claims against the Company and must comply with the executive’s obligations under any other agreement with the Company, including the restrictive covenants. Mr. Holzgrefe’s severance arrangements are governed by the terms of his employment agreement and Change in Control Agreement (referred to below).

Double Trigger Change in Control Severance Agreements

The Company has change in control agreements with each of the Named Executive Officers (the “Change in Control Agreements”). The Compensation Committee believes the Change in Control Agreements are an important part of Saia’s overall compensation program for the Named Executive Officers because they help secure the continued employment and dedication of the Named Executive Officers notwithstanding any concern the executive might have regarding their own continued employment in the event of a potential change in control transaction.

The Change in Control Agreements include a “double trigger,” meaning they provide for severance payments and other benefits only if there is a change in control of the Company and only if after the change in control the executive’s employment is terminated involuntarily (other than for cause) or voluntarily with good reason within two years after the change in control. The Change in Control Agreements are reviewed periodically by the Committee to ensure they are consistent with the Company’s compensation philosophy. The Committee also receives input from the executive compensation consultant and outside legal counsel to confirm that the agreements remain generally consistent with competitive practices.

The amount of the severance payments and benefits under these agreements are based on peer group and general industry practices and are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

Employment Agreement

To promote executive retention, continuity and stability in the Company’s leadership and help support certain non-competition and non-solicitation provisions, the Company entered into an employment agreement with Mr. Holzgrefe at the time he was named Chief Executive Officer in April 2020. The employment agreement is for a two-year initial term (renewing daily) and provides for a minimum base salary that is to be reviewed annually, participation in the Company’s annual and long-term incentive plans, other benefits that are provided to senior executives of Saia and severance benefits in the event of Mr. Holzgrefe’s employment termination under certain circumstances. All severance benefits under the employment agreement are conditioned upon Mr. Holzgrefe’s compliance with the non-disclosure, non-competition and employee and customer non-solicitation provisions of the employment agreement. The material terms of the employment agreement are reviewed periodically by the Committee with input from the executive compensation consultant and outside legal counsel to confirm that they remain generally consistent with competitive practices. The payments to be made to Mr. Holzgrefe under his employment agreement upon termination of employment or a change in control of the Company are described in the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

Risk Assessment in Compensation Programs

The Committee annually assesses the Company’s executive and broad-based compensation and benefits programs, policies and practices to determine if they create undesired or unintended risk of a material nature. Although the Committee reviews all executive compensation programs, it focuses on those programs with variability of payout, and reviews the ability of a participant to directly affect payout, the controls on participant action and actual payouts.

Based on that assessment, the Committee concluded that the Company’s compensation programs are designed and administered with an appropriate balance of risk and reward in relation to the Company’s business strategy and do not encourage executives to take unnecessary or excessive risks. The following features of the compensation programs help to mitigate risk taking:

Other Compensation Policies

Stock Ownership Guidelines

Because the Company is committed to aligning the executives’ interests with those of Saia stockholders, the Board has adopted stock ownership guidelines for all officers who are eligible to receive long-term incentives, including all of the Named Executive Officers. The number of shares of Saia common stock each officer is required to retain is determined by multiplying his or her current base salary by the multiple noted below and dividing by the current share price, rounded down to the nearest dollar. The current guidelines for the Named Executive Officers are as follows:

Executives are to satisfy the guidelines within five years of becoming subject to the guidelines. Until the guidelines are met, executives are encouraged to hold 75% of the realized share value (net of taxes) attributable to option exercises, performance stock unit payouts and vested restricted stock. The Committee monitors the progress toward, and continued compliance with, the stock ownership guidelines on a regular basis. The types of equity counted for purposes of the stock ownership guidelines are common stock, including restricted stock, and Company stock units held in the deferred compensation plan. Performance stock units are not counted for purposes of the guidelines.

Although there are no formal penalties for not fulfilling the requirements of the ownership guidelines, non-compliance may affect future equity awards. The foregoing sets forth the Company’s current ownership guidelines for executives. The Board (or any committee designated by the Board) may, at any time, amend, modify or terminate the guidelines in full or in part. The Board (or any committee designated by the Board) may also grant waivers of the guidelines in the event of special circumstances or as otherwise determined advisable or in the best interest of the Company in given circumstances.

Prohibition Against Short Sales, Hedging and Margin Accounts

Under the Company’s insider trading policy, Saia employees, including the Named Executive Officers, and Saia directors, are prohibited from engaging in short sales of Saia common stock or in transactions involving puts, calls, or other derivative securities or in hedging transactions (such as zero-cost collars and forward sale contracts) with respect to the Company’s stock. Additionally, such employees, including the Named Executive Officers, and directors are prohibited from holding Saia stock in a margin account and from pledging Saia common stock as collateral for a loan.

Clawback Policies

The Board of Directors has adopted a Clawback Policy that complies with Nasdaq listing standards, which obligates the Company to demand recovery of certain excess incentive compensation awarded to certain current and former executive officers if the result of a performance measure upon which the award was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award.

In addition, the Company also maintains an Incentive Compensation Recovery Policy applicable to all current and former officers, senior managers and executives who participate in Saia’s incentive compensation plans and programs providing that if such individual engages in “Improper Conduct” (as defined under the Incentive Compensation Recovery Policy) or if the result of a performance measure upon which incentive compensation was based is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award, Saia may, within three years following the payment or vesting of incentive compensation, seek recovery of such incentive compensation. In such instance, in accordance with the Incentive Compensation Recovery Policy, the Company may also cancel any unpaid or unvested incentive compensation. The Committee has discretion under the Incentive Compensation Recovery Policy to determine whether to seek recovery in a given situation based on a number of factors, including an assessment of the relative costs and benefits of seeking the recovery, whether seeking the recovery may violate applicable law or otherwise prejudice Saia’s interests, and such other factors as it deems relevant.

Tax Policies

Historically, the Committee structured annual and long-term incentives with the intention of satisfying the performance-based exemption from Section 162(m) of the Internal Revenue Code in order to deduct for tax purposes compensation paid to certain executive officers in excess of $1 million. The Federal Tax Cuts and Jobs Act repealed the exemption from Section 162(m)’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. As a result, compensation granted or paid in 2018 or thereafter to the Named Executive Officers may not be fully deductible for income tax purposes.

Independent Compensation Consultant

The Committee retained Mercer as its executive compensation consultant with respect to compensation established for 2025 to provide information and analysis of executive compensation trends and practices and to make recommendations regarding executive compensation. Mercer reported directly to and took direction from the Committee. The Committee entered into an engagement agreement with Mercer that may be terminated at any time. The Committee periodically met with the Mercer consultant outside the presence of management to discuss executive compensation philosophy, composition of peer groups, to recommend specific levels of compensation and to ensure that Mercer received from management the information required to perform its duties on a timely basis. In early 2025, the Committee conducted a request for proposal and selected FW Cook in June 2025, an independent national executive compensation consulting firm, to replace Mercer.

Compensation Committee Report of Saia, Inc.

The Compensation and Human Capital Committee of the Board of Directors of the Company has submitted the following report for inclusion in this Proxy Statement:

Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in this Proxy Statement.

The foregoing report is provided by the following directors, who constitute the Committee:

Compensation and Human Capital Committee Members

Di-Ann Eisnor, Chair

John P. Gainor, Jr.

Kevin A. Henry

Randolph W. Melville

Jeffrey C. Ward

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to the Named Executive Officers for services rendered in all capacities within Saia during the fiscal years ended December 31, 2025, 2024 and 2023.