LANDSTAR SYSTEM INC
For the period ended Jun 27, 2026. Filed Jul 29, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 27, 2026 · Filed Jul 29, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-28; filed 2026-04-29.
0001193125-26-191131
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-27; filed 2026-07-29.
0001193125-26-322966
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 3 previous paragraphs and 16 current paragraphs.
2 unchanged; 1 reworded; 13 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Increased exposure to Broker Liability Claims. In recent years, there has been a very significant increase throughout the United States in the number of, and potential loss exposure associated with, claims asserted against freight brokers in connection with accidents involving motor carriers the freight broker has engaged and contracted with to haul a shipment. The claims asserted against freight brokers often involve claims of negligent selection of the motor carrier who was involved in the relevant accident. Within the transportation logistics industry, these matters are often referred to as “Broker Liability Claims.” On May 14, 2026, the U.S. Supreme Court issued its decision in Montgomery v. Caribe Transport II, LLC, in which the Company is not a party, holding that the Broker Liability Claim at issue fell within the “safety exception” under the FAAAA and therefore is not preempted by the FAAAA. The decision narrowed a freight broker’s ability to rely on federal preemption as a defense to Broker Liability Claims and may increase the frequency, severity and potential loss associated with such claims. Following the decision, others in our industry have faced Broker Liability Claims resulting in Nuclear Verdicts in excess of $100 million. Any Broker Liability Claim brought against the Company could result in a Nuclear Verdict or a substantial settlement, and no assurance can be given that insurance maintained by the Company or recoveries from other parties to such claims will be available or sufficient to cover any such liabilities. An increase in the frequency or severity of Broker Liability Claims, the unfavorable development of an existing Broker Liability Claim or a Nuclear Verdict or settlement in excess of available insurance could have a material adverse effect on Landstar’s business, cost of insurance and claims and its results of operations.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Purchases of Equity Securities by the Company
Current report
The Company did not purchase any shares of its common stock during the period from March 29, 2026 to June 27, 2026, the Company’s second fiscal quarter.
Current report
On December 6, 2022, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,900,826 additional shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. On December 4, 2023, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 319,332 additional shares of its common stock from time to time in the open market and in privately negotiated transactions under its share purchase program. As of June 27, 2026, the Company had authorization to purchase in the aggregate up to 1,115,195 shares of its common stock under these programs. No specific expiration date has been assigned to the December 6, 2022 or December 4, 2023 authorizations.
Current report
On June 30, 2026, and as previously disclosed in a Form
Current report
filed with the SEC on July 6, 2026, Landstar entered into the Third Amended and Restated Credit Agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the existing second amended and restated credit agreement. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock in the event there is a default under the Credit Agreement. In addition, the Credit Agreement, under certain circumstances, limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Net Leverage Ratio, as defined in the Credit Agreement, would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter.
Current report
Item 3. Defaults Upon Senior Securities
Current report
Item 4. Mine Safety Disclosures
Current report
Not applicable.
Reworded paragraphs (1)
Previous wording
There have been no material changes to the Risk Factors described in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 as filed with the SEC.
Current wording
Except as set forth below, there have been no material changes to the Risk Factors described in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 as filed with the SEC.