Saia, Inc. filed a Form 8-K on October 29, 2026, disclosing its third quarter 2026 results, the appointment of Todd C. Fowler to its board of directors, and board approval of a $250 million stock repurchase program.

Key Highlights

  • New director appointed: Todd C. Fowler joined the Saia board effective October 29, 2026, filling a newly created eleventh seat expanded from ten.
  • Audit Committee role: The board appointed Mr. Fowler to serve as a member of the Audit Committee.
  • Independence determination: The board determined Mr. Fowler is independent under Nasdaq Global Select Market listing standards and SEC regulations.
  • Term of service: Mr. Fowler will serve as a director until the 2027 annual meeting of stockholders, subject to earlier death, resignation, or removal.
  • Stock repurchase program: The board approved a program authorizing repurchases of up to $250 million of outstanding common stock, effective immediately.
  • No expiration date: The repurchase program has no expiration date and does not obligate the company to acquire any specified number of shares.
  • Q3 2026 results announced: A press release announcing third quarter 2026 results was attached as Exhibit 99.1 to the filing.

Saia Expands Board and Launches Open-Ended Share Repurchase Authorization

According to the filing, Saia, Inc. (NASDAQ:SAIA) disclosed three distinct corporate actions on October 29, 2026. The company's board of directors expanded its size from ten to eleven members and appointed Todd C. Fowler to the newly created seat, effective immediately. Mr. Fowler was also named to the Audit Committee. The filing states that the board found Mr. Fowler to be independent within the meaning of Nasdaq Global Select Market listing standards and applicable SEC regulations.

The filing states that Mr. Fowler will be entitled to receive the same annual compensation as other non-employee directors, as described in the company's most recent proxy statement filed with the SEC on March 16, 2026, on a pro-rated basis. The company also disclosed that it enters into customary indemnification agreements with its directors, the form of which was previously filed as Exhibit 10.2 with a Form 8-K on December 13, 2006. According to the filing, there are no reportable transactions between Mr. Fowler and the company under Item 404(a) of Regulation S-K, and no arrangements or understandings with any other persons in connection with his appointment.

Separately, the filing discloses that the board approved a stock repurchase program authorizing the company to repurchase up to $250 million of its outstanding common stock. The program, also effective immediately, permits repurchases through a variety of methods including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or other transactions permitted by applicable securities laws. The filing notes that "the timing and amount of repurchases will depend on market conditions and other factors" and that the program "may be suspended, modified or terminated by the Company at any time, without prior notice." The company also announced its third quarter 2026 results via press release attached to the filing.

What Was Disclosed

Saia, Inc. reported the board expansion and appointment of Todd C. Fowler as an independent director to the Audit Committee, a $250 million stock repurchase authorization with no expiration date, and the release of third quarter 2026 financial results, all effective October 29, 2026.