Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

Deferred Compensation Plan

The Saia Executive Capital Accumulation Plan (Capital Accumulation Plan) is a nonqualified deferred compensation plan for Saia executives. The Capital Accumulation Plan allows for the plan participants to invest in the Company’s common stock. Elections to invest in the Company’s common stock are irrevocable, and upon distribution, the funds invested in the Company’s common stock are paid out in Company common stock rather than

cash. At December 31, 2024 and 2023, the Company’s rabbi trust, which holds the investments for the Capital Accumulation Plan, held 70,100 and 69,672 shares of the Company’s common stock, respectively, all of which were purchased on the open market.

The following table summarizes the shares of the Company’s common stock that were purchased and sold by the Company’s rabbi trust (in thousands except share amounts):

	For The Years Ended December 31,
	2024		2023		2022
Shares of common stock purchased		7,310		2,110		12,117
Aggregate purchase price of shares purchased	$	3,019	$	620	$	3,254
Shares of common stock sold		6,882		2,420		36,762
Aggregate sale price of shares sold	$	2,929	$	835	$	10,370

Company common stock held by the rabbi trust is accounted for within stockholders' equity similar to treasury stock at historical cost with the corresponding deferred compensation obligation also presented within stockholders' equity as additional paid-in capital.

Directors’ Deferred Compensation

Under the Company’s Directors’ Deferred Fee Plan, non-employee directors may elect to defer all or a portion of their annual fees and retainers. Such deferrals are converted into units equivalent to the value of the Company’s stock. Upon the director’s termination, death or disability, accumulated deferrals are distributed in the form of Company common stock in accordance with elections made by the directors. The Company had 101,951 and 100,110 shares reserved for issuance under the Directors’ Deferred Fee Plan at December 31, 2024 and 2023, respectively. The shares reserved for issuance under the Directors’ Deferred Fee Plan are treated as common stock in computing basic earnings per share.