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

SAIA, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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. ☐

On February 2, 2023, the Board of Directors ("Board") of Saia, Inc. ("Company"), upon the recommendation of the Board's Compensation Committee ("Committee"), approved and adopted the 2023 Annual Cash Bonus Plan ("Plan"). The purpose of the Plan is to enable the Company to attract and retain employees, including named executive officers, by providing a competitive cash bonus program that rewards outstanding performance. The Plan is intended to replace the existing annual incentive plan for awards granted in 2023 and thereafter.

Pursuant to the Plan, salaried employees of the Company and any entity controlled by the Company, will be eligible to receive compensation based on attainment of certain performance goals ("Performance Goals"). The Committee will determine the individuals that may participate in the Plan, select the period for which performance is calculated, and establish Performance Goals for each participant.

Performance Goals will be based upon one or more performance criteria selected by the Committee, each of which may carry a different weight and may differ from participant to participant. Performance criteria may include the following: earnings per share; operating ratio; operating income; yield or yield increase; tonnage or tonnage increase; return on invested capital, assets or equity; earnings before interest or taxes; earnings before interest; taxes; depreciation and amortization; revenues or revenue growth; market share; expense management; improvements in capital structure; profit margins; stock price; total stockholder return; free cash flow; working capital; net income; capitalization; leverage ratio; liquidity; results of customer satisfaction surveys; claims and claim management; quality; safety and productivity; talent recruitment and management. Such performance criteria may relate to the performance of the Company as a whole, a subsidiary, a business unit, division, department, individual or any combination of these and may be applied on an absolute basis or relative to one or more peer group companies or indices, or any combination thereof, as the Committee may determine. Following the completion of the applicable performance period, the Committee will assess and certify the extent that the Performance Goals were achieved or exceeded, and determine the payment for each participant, if any.

The foregoing summary of the Plan is qualified in its entirety by reference to the Plan's terms. The Plan is filed as Exhibit 10.1 hereto and incorporated into this 8-K by reference.

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.