LANDSTAR SYSTEM INC
For the period ended Sep 26, 2026. Filed Oct 28, 2026.
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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.
Sep 26, 2026 · Filed Oct 28, 2026
What changed in Risk Factors?
Read the current filingPrevious 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 ProceedsCurrent report: 10-Q
Period ended 2026-09-26; filed 2026-10-28.
0001193125-26-435898
Item 1A. Risk FactorsThe 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 16 previous paragraphs and 12 current paragraphs.
1 unchanged; 2 reworded; 6 added; 13 removed; 0 previous and 3 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 (6)
Current report
Except as set forth under Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form
Removed paragraphs (13)
Previous 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.
Previous report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previous report
Purchases of Equity Securities by the Company
Previous 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.
Previous 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.
Previous report
On June 30, 2026, and as previously disclosed in a Form
Previous 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.
Previous report
Item 3. Defaults Upon Senior Securities
Previous report
Item 4. Mine Safety Disclosures
Previous report
Not applicable.
Reworded paragraphs (2)
Previous wording
For a discussion identifying risk factors and other important factors that could cause actual results to differ materially from those anticipated, see the discussions under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” in this Quarterly Report on Form 10-Q.
Current wording
For a discussion identifying risk factors and other important factors that could cause actual results to differ materially from those anticipated, see the discussions under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form
Previous 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.
Current wording
for the quarterly period ended June 27, 2026, 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
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
for the fiscal year ended December 27, 2025, under Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form
Current report — wording carried from elsewhere
for the quarterly period ended June 27, 2026, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” in this Quarterly Report on Form
Current report — wording carried from elsewhere
for the fiscal year ended December 27, 2025 as filed with the SEC.