{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-064199","form_type":"8-K","ticker":"SAIA","cik":"0001177702","company_name":"SAIA INC","filed_at":"2023-11-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.425937+00:00","generated_at":"2026-06-08T02:01:50.943648+00:00","sec_items":["1.01","2.03","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Saia enters into $350M private shelf agreement with Prudential; initial $100M at 6.09% due 2028","bullets":["Initial $100M senior notes at 6.09% per annum, maturity 5 years from issuance (on or before Aug 2, 2024).","Total shelf capacity $350M; additional notes up to 12-year maturity, issuable through Nov 9, 2026.","Proceeds to refinance existing debt, fund capex, working capital, and general corporate purposes.","Covenant requires consolidated net lease adjusted leverage ratio below 3.50x; standard restrictions on liens and dividends.","Notes prepayable at 100% plus Make Whole; customary events of default with acceleration provision."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-064199","json":"https://secwatch.observer/filing/0000950170-23-064199.json","markdown":"https://secwatch.observer/filing/0000950170-23-064199.md","text":"https://secwatch.observer/filing/0000950170-23-064199.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1177702/000095017023064199/0000950170-23-064199-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1177702/000095017023064199/saia-20231109.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-08T02:01:50.943648+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c14165ff04cf68850916af4e096470ad78bd4f55","claim":"SAIA INC incurred senior notes of up to $100 million aggregate principal amount with PGIM, Inc. and certain affiliates and managed accounts of Prudential at 6.09% per annum maturing five years after the date on which the Initial Notes are issued.","evidence_excerpt":"On November 9, 2023, Saia, Inc. (the “Company”) entered into a Private Shelf Agreement (the “Shelf Agreement”), by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”), pursuant to which the Company agreed to sell up to $100 million aggregate principal amount of senior notes (the “Initial Notes”) to the Note Purchasers. The Initial Notes will bear interest at 6.09% per annum and will mature five years after the date on which the Initial Notes are issued, unless earlier repaid by the Company.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177702/000095017023064199/0000950170-23-064199-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"up to $100 million aggregate principal amount"},{"label":"Counterparty","value":"PGIM, Inc. and certain affiliates and managed accounts of Prudential"},{"label":"Rate","value":"6.09% per annum"},{"label":"Maturity","value":"five years after the date on which the Initial Notes are issued"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"e77f61e1c5f0ecda89b991df944970ed95552e7e","claim":"SAIA INC entered into Private Shelf Agreement with PGIM, Inc. and certain affiliates and managed accounts of Prudential valued at $100 million aggregate principal amount (effective 2023-11-09).","evidence_excerpt":"On November 9, 2023, Saia, Inc. (the “Company”) entered into a Private Shelf Agreement (the “Shelf Agreement”), by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”), pursuant to which the Company agreed to sell up to $100 million aggregate principal amount of senior notes (the “Initial Notes”) to the Note Purchasers.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1177702/000095017023064199/0000950170-23-064199-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"PGIM, Inc. and certain affiliates and managed accounts of Prudential"},{"label":"Value","value":"$100 million aggregate principal amount"},{"label":"Effective","value":"2023-11-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}