SAIA INC : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 3, 2022, Saia, Inc. (the "Company") filed two Certificates of Amendment (collectively, the "Amendments") to its Amended and Restated Certificate of Incorporation (the "Certificate").

The Company's stockholders approved the Amendments at the Company's 2022 Annual Meeting of Stockholders. The Amendments modify the rights of holders of the Company's common stock, par value $0.001.

One amendment modified Article IV of the Certificate to increase the number of the Company's authorized shares of common stock from 50,000,000 to 100,000,000.

The other amendment modified Article VII of the Certificate to remove the requirement that future amendments to Article V, Article VI, Article VII, and Article VIII of the Certificate require the approval of at least two-thirds of the voting power of the outstanding shares of capital stock.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendments, which are attached as Exhibits 3.1 and 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

3.1         Certificate of Amendment to Amended and Restated Certificate of
          Incorporation of the Company

3.2         Certificate of Amendment to Amended and Restated Certificate of
          Incorporation of the Company

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

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