8-K
0001177702false00011777022023-10-312023-10-31

 

 

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 31, 2023

 

 

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

0-49983

48-1229851

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

11465 Johns Creek Parkway

Suite 400

 

Johns Creek, Georgia

 

30097

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

No Changes.

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

 

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

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $.001 per share

 

SAIA

 

Nasdaq Global Select Market

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 1.01

Entry into a Material Definitive Agreement

 

On October 31, 2023, Saia, Inc. (the “Company”), and certain of its subsidiaries, entered into an amendment to its credit agreement dated February 3, 2023, with JPMorgan Chase Bank, N.A. as Administrative Agent, and the other lenders and agents party thereto (the

 

 

“Credit Agreement”). Section 6.09 of the Credit Agreement was amended to allow the Company to include negative pledges and certain other lien restrictions in its unsecured debt agreements so long as the Company and its subsidiaries are permitted to grant liens to secure the Credit Agreement at least on a pari passu basis with such other unsecured debt.

The foregoing description of the amendment to the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

 

10.1

Amendment No. 1 to Credit Agreement, dated as of October 31, 2023, by and among Saia, Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein.

 

 

104

Cover Page Interactive Date File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

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

 

 

 

 

 

 

 

 

 

 

SAIA, INC.

 

 

 

 

 

Date: November 6, 2023

 

/s/ Kelly W. Benton

 

 

 

 

Kelly W. Benton

 

 

 

 

Vice President and Corporate Controller

(Principal Accounting Officer)