Landstar System Inc 10-Q for FY2026 Q1
Landstar System Inc (LSTR)
About this 10-Q
Landstar System Inc filed this 10-Q on April 29, 2026, covering the quarter ended March 28, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.17B
- up 1.6% from $1.15B a year earlier
- Net income
- $39.44M
- up 32.3% from net income of $29.81M a year earlier
- Diluted EPS
- $1.16
- up 36.5% from $0.85 a year earlier
Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| ☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
Index
2
Table of Contents
March 28, 2026 |
December 27, 2025 |
|||||||
| ASSETS | ||||||||
| Current Assets |
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| Cash and cash equivalents |
$ | $ | ||||||
| Short-term investments |
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| Trade accounts receivable, less allowance of $ |
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| Other receivables, including advances to independent contractors, less allowance of $ |
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| Assets held for sale |
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| Other current assets |
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| |
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|
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| Total current assets |
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| |
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|
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| Operating property, less accumulated depreciation and amortization of $ |
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| Goodwill |
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| Other assets |
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| |
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| Total assets |
$ | $ | ||||||
| |
|
|
|
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities |
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| Cash overdraft |
$ | $ | ||||||
| Accounts payable |
||||||||
| Current maturities of long-term debt |
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| Insurance claims |
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| Dividends payable |
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| Liabilities held for sale |
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| Other current liabilities |
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| |
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| Total current liabilities |
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| Long-term debt, excluding current maturities |
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| Insurance claims |
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| Deferred income taxes and other noncurrent liabilities |
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| Shareholders’ Equity |
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| Common stock, $ |
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| Additional paid-in capital |
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| Retained earnings |
||||||||
| Cost of |
( |
) | ( |
) | ||||
| Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
| |
|
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|
|||||
| Total shareholders’ equity |
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| |
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|
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| Total liabilities and shareholders’ equity |
$ | $ | ||||||
| |
|
|
|
|||||
Thirteen Weeks Ended |
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March 28, 2026 |
March 29, 2025 |
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Revenue |
$ | $ | ||||||
Investment income |
||||||||
Costs and expenses: |
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Purchased transportation |
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Commissions to agents |
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Other operating costs, net of gains on asset sales/dispositions |
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Insurance and claims |
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Selling, general and administrative |
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Depreciation and amortization |
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Total costs and expenses |
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Operating income |
||||||||
Interest and debt expense (income) |
( |
) | ||||||
Income before income taxes |
||||||||
Income taxes |
||||||||
Net income |
$ | $ | ||||||
Basic and diluted earnings per share |
$ | $ | ||||||
Average basic and diluted shares outstanding |
||||||||
Dividends per common share |
$ | $ | ||||||
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
Net income |
$ | $ | ||||||
Other comprehensive (loss) income: |
||||||||
Unrealized holding (losses) gains on available-for-sale |
( |
) | ||||||
Foreign currency translation (losses) gains |
( |
) | ||||||
Other comprehensive (loss) income |
( |
) | ||||||
Comprehensive income |
$ | $ | ||||||
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Non-cash interest charges |
||||||||
| Provisions for losses on trade and other accounts receivable |
||||||||
| Gains on sales/disposals of operating property |
( |
) | ( |
) | ||||
| Deferred income taxes, net |
||||||||
| Stock-based compensation |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Increase in trade and other accounts receivable |
( |
) | ( |
) | ||||
| Decrease in other assets |
||||||||
| Increase in accounts payable |
||||||||
| Increase in other liabilities |
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| Increase in insurance claims |
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| |
|
|
|
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| NET CASH PROVIDED BY OPERATING ACTIVITIES |
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| |
|
|
|
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| INVESTING ACTIVITIES |
||||||||
| Sales and maturities of investments |
||||||||
| Purchases of investments |
( |
) | ( |
) | ||||
| Purchases of operating property |
( |
) | ( |
) | ||||
| Proceeds from sales of operating property |
||||||||
| |
|
|
|
|||||
| NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES |
( |
) | ||||||
| |
|
|
|
|||||
| FINANCING ACTIVITIES |
||||||||
| Decrease in cash overdraft |
( |
) | ( |
) | ||||
| Dividends paid |
( |
) | ( |
) | ||||
| Taxes paid in lieu of shares issued related to stock-based compensation plans |
( |
) | ( |
) | ||||
| Purchases of common stock |
( |
) | ( |
) | ||||
| Principal payments on finance lease obligations |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| NET CASH USED BY FINANCING ACTIVITIES |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||
| |
|
|
|
|||||
| Decrease in cash and cash equivalents, including cash and cash equivalents classified as assets held for sale |
( |
) | ( |
) | ||||
| Less: Net change in cash and cash equivalents classified as assets held for sale |
( |
) | ||||||
| |
|
|
|
|||||
| Net change in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| |
|
|
|
|||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| |
|
|
|
|||||
Common Stock |
Additional Paid-In |
Retained |
Treasury Stock at Cost |
Accumulated Other Comprehensive |
||||||||||||||||||||||||||||
Shares |
Amount |
Capital |
Earnings |
Shares |
Amount |
Loss |
Total |
|||||||||||||||||||||||||
| Balance December 27, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Stock-based compensation |
||||||||||||||||||||||||||||||||
| Other comprehensive loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance March 28, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common Stock |
Additional Paid-In |
Retained |
Treasury Stock at Cost |
Accumulated Other Comprehensive |
||||||||||||||||||||||||||||
Shares |
Amount |
Capital |
Earnings |
Shares |
Amount |
(Loss) Income |
Total |
|||||||||||||||||||||||||
| Balance December 28, 2024 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Stock-based compensation |
||||||||||||||||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance March 29, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
(1) |
Significant Accounting Policies |
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
Mode |
||||||||
Truck – BCO Independent Contractors |
% | % | ||||||
Truck – Truck Brokerage Carriers |
% | % | ||||||
Rail intermodal |
% | % | ||||||
Ocean and air cargo carriers |
% | % | ||||||
Truck Equipment Type |
||||||||
Van equipment |
$ | $ | ||||||
Unsided/platform equipment |
$ | $ | ||||||
Less-than-truckload |
$ | $ | ||||||
Other truck transportation (1) |
$ | $ | ||||||
| (1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
(2) |
Share-based Payment Arrangements |
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
Total cost of the Plans during the period |
$ | $ | ||||||
Amount of related income tax benefit recognized during the period |
( |
) | ( |
) | ||||
Net cost of the Plans during the period |
$ | $ | ||||||
Number of RSUs |
Weighted Average Grant Date Fair Value |
|||||||
Outstanding at December 27, 2025 |
$ | |||||||
Granted |
$ | |||||||
Forfeited |
( |
) | $ | |||||
Outstanding at March 28, 2026 |
$ | |||||||
Number of Shares and Deferred Stock Units |
Weighted Average Grant Date Fair Value |
|||||||
Non-vested at December 27, 2025 |
$ | |||||||
Granted |
$ | |||||||
Vested |
( |
) | $ | |||||
Forfeited |
( |
) | $ | |||||
Non-vested at March 28, 2026 |
$ | |||||||
(3) |
Income Taxes |
(4) |
Earnings Per Share |
(5) |
Additional Cash Flow Information |
(6) |
Segment Information |
Transportation Logistics |
Insurance |
Total |
||||||||||
2026 |
||||||||||||
External revenue |
$ | $ | $ | |||||||||
Internal revenue |
— | |||||||||||
Total revenue |
||||||||||||
Investment income |
||||||||||||
Purchased transportation |
||||||||||||
Commissions to agents |
||||||||||||
Other operating costs, net of gains on asset sales/dispositions |
||||||||||||
Insurance and claims |
||||||||||||
Selling, general and administrative |
||||||||||||
Depreciation and amortization |
||||||||||||
Operating income |
||||||||||||
Goodwill |
||||||||||||
Transportation Logistics |
Insurance |
Total |
||||||||||
2025 |
||||||||||||
External revenue |
$ | $ | $ | |||||||||
Internal revenue |
— | |||||||||||
Total revenue |
||||||||||||
Investment income |
||||||||||||
Purchased transportation |
||||||||||||
Commissions to agents |
||||||||||||
Other operating costs, net of gains on asset sales/dispositions |
||||||||||||
Insurance and claims |
||||||||||||
Selling, general and administrative |
||||||||||||
Depreciation and amortization |
||||||||||||
Operating income |
||||||||||||
Goodwill |
||||||||||||
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
Operating income |
$ | $ | ||||||
Interest and debt expense (income) (1) |
( |
) | ||||||
Income before income taxes |
||||||||
(1) |
Interest and debt expense (income) includes (i) interest income earned on cash balances held by the transportation logistics segment of $ |
(7) |
Other Comprehensive Income |
Unrealized Holding Losses on Available-for-Sale Securities |
Foreign Currency Translation |
Total |
||||||||||
| Balance as of December 27, 2025 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| Other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||
| Balance as of March 28, 2026 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|
|
|||||||
(8) |
Investments |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| March 28, 2026 |
||||||||||||||||
| Money market investments |
$ | $ | $ | $ | ||||||||||||
| Asset-backed securities |
||||||||||||||||
| Corporate bonds, commercial paper and direct obligations of government agencies |
||||||||||||||||
| U.S. Treasury obligations |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| December 27, 2025 |
||||||||||||||||
| Money market investments |
$ | $ | $ | $ | ||||||||||||
| Asset-backed securities |
||||||||||||||||
| Corporate bonds, commercial paper and direct obligations of government agencies |
||||||||||||||||
| U.S. Treasury obligations |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
|||||||||||||||||||
| March 28, 2026 |
||||||||||||||||||||||||
| Asset-backed securities |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Corporate bonds, commercial paper, and direct obligations of government agencies |
||||||||||||||||||||||||
| U.S. Treasury obligations |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| December 27, 2025 |
||||||||||||||||||||||||
| Asset-backed securities |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Corporate bonds, commercial paper, and direct obligations of government agencies |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(9) |
Leases |
| Finance leases: |
||||
| Amortization of right-of-use |
$ | |||
| Interest on lease liability |
||||
| |
|
|||
| Total finance lease cost |
||||
| Operating leases: |
||||
| Lease cost |
||||
| Variable lease cost |
||||
| Sublease income |
( |
) | ||
| |
|
|||
| Total net operating lease income |
||||
| |
|
|||
| Total net lease cost |
$ | |||
| |
|
| Operating lease right-of-use |
$ | |||||
| Finance lease assets |
||||||
| |
|
|||||
| Total lease assets |
$ | |||||
| |
|
Finance Leases |
Operating Leases |
|||||||
| 2026 Remainder |
$ | $ | ||||||
| 2027 |
||||||||
| 2028 |
||||||||
| 2029 |
||||||||
| 2030 |
||||||||
| Thereafter |
||||||||
| |
|
|
|
|||||
| Total future minimum lease payments |
||||||||
| Less amount representing interest ( |
||||||||
| |
|
|
|
|||||
| Present value of minimum lease payments |
$ | $ | ||||||
| |
|
|
|
|||||
| Current maturities of long-term debt |
||||||||
| Long-term debt, excluding current maturities |
||||||||
| |
||||||||
| |
||||||||
| Finance Leases | Operating Leases | |||||||
| Weighted average remaining lease term (years) |
||||||||
| Weighted average discount rate |
% | % | ||||||
(10) |
Debt |
(11) |
Commitments and Contingencies |
(12) |
Change in Accounting Estimate for Self-Insured Claims |
Thirteen Weeks Ended |
||||||||
March 28, 2026 |
March 29, 2025 |
|||||||
Operating income |
$ | $ | ||||||
Net income |
$ | $ | ||||||
Basic and diluted earnings per share |
$ | $ | ||||||
(13) |
Held for Sale Subsidiary |
As of March 28, 2026 |
||||
Assets held for sale: |
||||
Cash and cash equivalents |
$ | |||
Trade and other receivables |
||||
Operating property |
||||
Other assets |
||||
Less: valuation allowance |
( |
) | ||
Total assets held for sale (1) |
$ | |||
Liabilities held for sale: |
||||
Accounts payable |
$ | |||
Deferred income taxes and other liabilities |
||||
Total liabilities held for sale (1) |
$ | |||
Cumulative translation loss of foreign entities held for sale (2) |
$ | |||
(1) |
Assets and liabilities held for sale are separately presented on the consolidated balance sheets. |
(2) |
Cumulative translation loss of foreign entities held for sale is included within accumulated other comprehensive loss on the consolidated balance sheets. |
(14) |
Recent Accounting Pronouncements |
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the interim consolidated financial statements and notes thereto included herein, and with the Company’s audited financial statements and notes thereto for the fiscal year ended December 27, 2025 and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2025 Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this document that are not based on historical facts are “forward-looking statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form 10-Q contain forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “expects,” “plans,” “predicts,” “may,” “should,” “could,” “would,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: decreased demand for transportation services; U.S. trade relationships and potential or imposed tariffs; an increase in the frequency or severity of accidents or other claims; unfavorable development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; the impact of the Russian conflict with Ukraine on the operations of certain independent commission sales agents, including the Company’s second largest such agent by revenue in the 2025 fiscal year; substantial industry competition; disruptions or failures in the Company’s computer systems; cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; regulations requiring the purchase and use of zero-emission vehicles; intellectual property; acquisitions and investments; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K for the 2025 fiscal year, described in Item 1A “Risk Factors,” in this report or in Landstar’s other Securities and Exchange Commission filings from time to time. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.
Introduction
Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc. (collectively referred to herein with their subsidiaries and other affiliated companies as “Landstar” or the “Company”), is a technology-enabled, asset-light provider of freight transportation and logistics solutions focused on safety, security and service to a broad range of customers utilizing a network of agents, third party capacity providers and employees. The Company offers services to its customers across multiple transportation modes, with the ability to arrange for individual shipments of freight to comprehensive third party logistics solutions to meet all of a customer’s transportation needs. Landstar provides services principally throughout the United States and to a lesser extent in Canada and Mexico, and between the United States and Canada, Mexico and other countries around the world. The Company’s services emphasize information coordination and are delivered through a network of approximately 980 independent commission sales agents and over 72,000 third party capacity providers, primarily truck capacity providers, linked together by a series of digital technologies which are provided and coordinated by the Company. The nature of the Company’s business is such that a significant portion of its operating costs varies directly with revenue.
Landstar markets its freight transportation and logistics services primarily through independent commission sales agents and exclusively utilizes third party capacity providers to transport customers’ freight. Landstar’s independent commission sales agents enter into contractual arrangements with the Company and are responsible for locating freight, making that freight available to Landstar’s capacity providers and coordinating the transportation of the freight with customers and capacity providers. The Company’s third party capacity providers consist of independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”), unrelated trucking companies who provide truck capacity to the Company under non-exclusive contractual arrangements (the “Truck Brokerage Carriers”), air cargo carriers, ocean cargo carriers and railroads. Through this network of agents and capacity providers linked together by Landstar’s ecosystem of digital technologies, Landstar operates a freight transportation and logistics business primarily throughout North America with revenue of $4.7 billion during the most recently completed fiscal year. The Company reports the results of two operating segments: the transportation logistics segment and the insurance segment.
The transportation logistics segment provides a wide range of freight transportation and logistics services. Transportation services are provided by Landstar’s “Operating Subsidiaries”: Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc., Landstar Transportation Logistics, Inc., Landstar Global Logistics, Inc., Landstar Express America, Inc., Landstar Canada, Inc.,
19
Table of Contents
Landstar Metro, S.A.P.I. de C.V., and Landstar Blue, LLC. Transportation services offered by the Company include truckload, less-than-truckload and other truck transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul/specialized, hazardous materials (“haz-mat”), cold chain/temperature-controlled, U.S.-Canada and U.S.-Mexico cross-border, project cargo and customs brokerage. Examples of the industries serviced by the transportation logistics segment include automotive parts and assemblies, consumer durables, building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics, military equipment and general commodities. In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers. The independent commission sales agents market services provided by the transportation logistics segment. Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue. During the thirteen weeks ended March 28, 2026, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 41%, 52% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 4% of the Company’s consolidated revenue in the thirteen-week period ended March 28, 2026.
The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. The insurance segment provides risk and claims management services to certain of Landstar’s Operating Subsidiaries. In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance and reinsurance to certain of Landstar’s Operating Subsidiaries. Revenue at the insurance segment represents reinsurance premiums from third party insurance companies that provide insurance programs to BCO Independent Contractors where all or a portion of the risk is ultimately borne by Signature. Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for the thirteen-week period ended March 28, 2026.
Changes in Financial Condition and Results of Operations
Management believes the Company’s success principally depends on its ability to generate freight transportation opportunities through its network of independent commission sales agents and to deliver freight safely, securely and efficiently utilizing BCO Independent Contractors and other third party capacity providers. Management believes the most significant factors to the Company’s success include increasing revenue, sourcing capacity, empowering its network through technology-based tools and controlling costs, including insurance and claims.
Revenue
While customer demand, which is subject to overall economic conditions, ultimately drives increases or decreases in revenue, the Company primarily relies on its independent commission sales agents to establish customer relationships and generate revenue opportunities. Management’s emphasis with respect to revenue growth is on revenue generated by independent commission sales agents who on an annual basis generate $1 million or more of Landstar revenue (“Million Dollar Agents”). Management believes future revenue growth is primarily dependent on its ability to increase both the revenue generated by Million Dollar Agents and the number of Million Dollar Agents through a combination of recruiting new agents, increasing the revenue opportunities generated by existing independent commission sales agents and providing its independent commission sales agents with technologies they may use to grow revenue and increase efficiencies at their businesses. During the 2025 fiscal year, 457 independent commission sales agents generated $1 million or more of Landstar revenue and thus qualified as Million Dollar Agents. During the 2025 fiscal year, the average revenue generated by a Million Dollar Agent was $9,827,000 and revenue generated by Million Dollar Agents in the aggregate represented 95% of consolidated revenue.
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Management monitors business activity by tracking the number of loads (volume) and revenue per load by mode of transportation. Revenue per load can be influenced by many factors other than a change in price. Those factors include the average length of haul, freight type, special handling and equipment requirements, fuel costs and delivery time requirements. For shipments involving two or more modes of transportation, revenue is generally classified by the mode of transportation having the highest cost for the load. The following table summarizes this information by trailer type for truck transportation and by mode for all others:
| Thirteen Weeks Ended | ||||||||
| March 28, 2026 |
March 29, 2025 |
|||||||
| Revenue generated through (in thousands): |
||||||||
| Truck transportation |
||||||||
| Truckload: |
||||||||
| Van equipment |
$ | 603,406 | $ | 594,795 | ||||
| Unsided/platform equipment |
368,569 | 340,408 | ||||||
| Less-than-truckload |
23,788 | 22,436 | ||||||
| Other truck transportation (1) |
86,518 | 92,079 | ||||||
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| Total truck transportation |
1,082,281 | 1,049,718 | ||||||
| Rail intermodal |
19,314 | 17,487 | ||||||
| Ocean and air cargo carriers |
47,969 | 65,637 | ||||||
| Other (2) |
21,727 | 19,660 | ||||||
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| $ | 1,171,291 | $ | 1,152,502 | |||||
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| Revenue on loads hauled via BCO Independent Contractors included in total truck transportation |
$ | 475,348 | $ | 427,057 | ||||
| Number of loads: |
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| Truck transportation |
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| Truckload: |
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| Van equipment |
277,711 | 288,063 | ||||||
| Unsided/platform equipment |
114,554 | 117,245 | ||||||
| Less-than-truckload |
34,925 | 35,580 | ||||||
| Other truck transportation (1) |
46,390 | 44,012 | ||||||
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| Total truck transportation |
473,580 | 484,900 | ||||||
| Rail intermodal |
6,590 | 6,150 | ||||||
| Ocean and air cargo carriers |
6,710 | 9,120 | ||||||
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| 486,880 | 500,170 | |||||||
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| Loads hauled via BCO Independent Contractors included in total truck transportation |
207,610 | 194,070 | ||||||
| Revenue per load: |
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| Truck transportation |
||||||||
| Truckload: |
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| Van equipment |
$ | 2,173 | $ | 2,065 | ||||
| Unsided/platform equipment |
3,217 | 2,903 | ||||||
| Less-than-truckload |
681 | 631 | ||||||
| Other truck transportation (1) |
1,865 | 2,092 | ||||||
| Total truck transportation |
2,285 | 2,165 | ||||||
| Rail intermodal |
2,931 | 2,843 | ||||||
| Ocean and air cargo carriers |
7,149 | 7,197 | ||||||
| Revenue per load on loads hauled via BCO Independent Contractors |
$ | 2,290 | $ | 2,201 | ||||
| Revenue by capacity type (as a % of total revenue): |
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| Truck capacity providers: |
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| BCO Independent Contractors |
41 | % | 37 | % | ||||
| Truck Brokerage Carriers |
52 | % | 54 | % | ||||
| Rail intermodal |
2 | % | 2 | % | ||||
| Ocean and air cargo carriers |
4 | % | 6 | % | ||||
| Other |
2 | % | 2 | % | ||||
| (1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
| (2) | Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro. |
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Expenses
Purchased transportation
Also critical to the Company’s success is its ability to secure capacity, particularly truck capacity, at rates that allow the Company to profitably transport customers’ freight. The following table summarizes the number of available truck capacity providers on the dates indicated:
| March 28, 2026 |
March 29, 2025 |
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| BCO Independent Contractors |
7,663 | 7,871 | ||||||
| Truck Brokerage Carriers: |
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| Approved and active (1) |
37,647 | 47,323 | ||||||
| Other approved |
27,420 | 33,275 | ||||||
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| 65,067 | 80,598 | |||||||
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| Total available truck capacity providers |
72,730 | 88,469 | ||||||
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| Trucks provided by BCO Independent Contractors |
8,476 | 8,620 | ||||||
| (1) | Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal quarter end. |
Purchased transportation represents the amount a BCO Independent Contractor or other third party capacity provider is paid to haul freight. The amount of purchased transportation paid to a BCO Independent Contractor is primarily based on a contractually agreed-upon percentage of revenue generated by loads hauled by the BCO Independent Contractor. Purchased transportation paid to a Truck Brokerage Carrier is based on either a negotiated rate for each load hauled or, to a lesser extent, a contractually agreed-upon fixed rate per load. Purchased transportation paid to railroads and ocean cargo carriers is based on either a negotiated rate for each load hauled or a contractually agreed-upon fixed rate per load. Purchased transportation paid to air cargo carriers is generally based on a negotiated rate for each load hauled. Purchased transportation as a percentage of revenue for truck brokerage, rail intermodal and ocean cargo services is normally higher than that of BCO Independent Contractor and air cargo services. Purchased transportation is the largest component of costs and expenses and, on a consolidated basis, increases or decreases as a percentage of consolidated revenue in proportion to changes in the percentage of consolidated revenue generated through BCO Independent Contractors and other third party capacity providers and external revenue from the insurance segment, consisting of reinsurance premiums. Purchased transportation as a percent of revenue also increases or decreases in relation to the availability of truck brokerage capacity and with changes in the price of fuel on revenue generated from shipments hauled by Truck Brokerage Carriers. The Company passes 100% of fuel surcharges billed to customers for freight hauled by BCO Independent Contractors to its BCO Independent Contractors. These fuel surcharges are excluded from revenue and the cost of purchased transportation. Purchased transportation costs are recognized over the freight transit period as the performance obligation to the customer is completed.
Commissions to agents
Commissions to agents are based on contractually agreed-upon percentages of (i) revenue, (ii) revenue less the cost of purchased transportation, or (iii) revenue less a contractually agreed upon percentage of revenue retained by Landstar and the cost of purchased transportation (the “retention contracts”). Commissions to agents as a percentage of consolidated revenue vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation and reinsurance premiums and, in general, vary inversely with changes in the amount of purchased transportation as a percentage of revenue on services provided by Truck Brokerage Carriers, railroads, air cargo carriers and ocean cargo carriers. Commissions to agents are recognized over the freight transit period as the performance obligation to the customer is completed.
Other operating costs, net of gains on asset sales/dispositions
Maintenance costs for Company-provided trailing equipment, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and recruiting and qualification costs for BCO Independent Contractors are the largest components of other operating costs. Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.
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Insurance and claims
With respect to insurance and claims cost, potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable.
Landstar retains liability through a self-insured retention for commercial trucking claims up to $5 million per occurrence. The Company also maintains third party insurance arrangements providing coverage for commercial trucking liabilities in excess of $5 million. Historically, these third party insurance arrangements were based on policy year periods beginning on May 1 and ending on the subsequent April 30. Beginning with the policy year period commencing May 1, 2025, the Company and its third party insurance providers adjusted the applicable policy year period, beginning in 2026, to commence on June 1 and end on the subsequent May 31. All applicable third party insurance arrangements with a policy period ending April 30, 2026, have been amended to provide for a policy period ending May 31, 2026, as reflected below.
Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after May 1, 2023 through May 31, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-seven-month term ending May 31, 2026. After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-seven-month term ending May 31, 2026.
The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $10 million. These third party arrangements provide coverage on a per occurrence or aggregated basis. Over the past fifteen years, there has been a significant increase in the occurrence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending May 31, 2026, the Company experienced an increase of approximately $22 million, or approximately 400%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.
Moreover, the Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other structured arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage. For example, with respect to a single hypothetical claim in the amount of $65 million incurred during the annual policy year ending May 31, 2026, the Company would have an aggregate financial exposure of approximately $36 million. Within the Company’s third party insurance arrangements providing excess coverage for commercial trucking liabilities, structured arrangements with third party reinsurers within a specific loss layer may also include provisions that require additional payments of premium in the event of unfavorable loss experience or a refund of premium in the event of favorable loss experience.
Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
Further, the Company retains liability of up to $2,000,000 for each general liability claim, $250,000 for each workers’ compensation claim and $250,000 for each cargo claim. In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage. A material increase in the frequency or severity of accidents, cargo claims or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.
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Selling, general and administrative
During the thirteen-week period ended March 28, 2026, employee compensation and benefits accounted for approximately 66% of the Company’s selling, general and administrative costs. Employee compensation and benefits include wages and employee benefit costs as well as incentive compensation and stock-based compensation expense. Incentive compensation and stock-based compensation expense is highly variable in nature in comparison to wages and employee benefit costs.
As previously disclosed by the Company in current and periodic reports filed with the SEC, during the last week of the Company’s 2025 first quarter, the Company identified a supply chain fraud relating to the Company’s international freight forwarding operations. Selling, general and administrative costs during the thirteen-week period ended March 29, 2025 included a $4.8 million expense related to this matter.
Depreciation and amortization
Depreciation and amortization primarily relate to depreciation of trailing equipment and information technology hardware and software.
Costs of revenue
The Company incurs costs of revenue related to the transportation of freight and, to a much lesser extent, to reinsurance premiums received by Signature. Costs of revenue include variable costs of revenue and other costs of revenue. Variable costs of revenue include purchased transportation and commissions to agents, as these costs are entirely variable on a shipment-by-shipment basis. Other costs of revenue include fixed costs of revenue and semi-variable costs of revenue, where such costs may vary over time based on certain economic factors or operational metrics such as the number of Company-controlled trailers, the number of BCO Independent Contractors, the frequency and severity of insurance claims, the number of miles traveled by BCO Independent Contractors, or the number and/or scale of information technology projects in process or in-service to support revenue generating activities, rather than on a shipment-by-shipment basis. Other costs of revenue associated with the transportation of freight include: (i) other operating costs, primarily consisting of trailer maintenance, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and BCO Independent Contractor recruiting and qualification costs, as reported in the Company’s Consolidated Statements of Income, (ii) transportation-related insurance premiums paid and claim costs incurred, included as a portion of insurance and claims in the Company’s Consolidated Statements of Income, (iii) costs incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company’s Consolidated Statements of Income; and (iv) depreciation on Company-owned trailing equipment, included as a portion of depreciation and amortization in the Company’s Consolidated Statements of Income. Other costs of revenue associated with reinsurance premiums received by Signature are comprised of broker commissions and other fees paid related to the administration of insurance programs to BCO Independent Contractors and are included in selling, general and administrative in the Company’s Consolidated Statements of Income. In addition to costs of revenue, the Company incurs various other costs relating to its business, including most selling, general and administrative costs and portions of costs attributable to insurance and claims and depreciation and amortization. Management continually monitors all components of the costs incurred by the Company and establishes annual cost budgets that, in general, are used to benchmark costs incurred on a monthly basis.
Gross Profit, Variable Contribution, Gross Profit Margin and Variable Contribution Margin
The following table sets forth calculations of gross profit, defined as revenue less costs of revenue, and gross profit margin, defined as gross profit divided by revenue, for the periods indicated. The Company refers to revenue less variable costs of revenue as “variable contribution” and variable contribution divided by revenue as “variable contribution margin.” Variable contribution and variable contribution margin are each non-GAAP financial measures. The closest comparable GAAP financial measures to variable contribution and variable contribution margin are, respectively, gross profit and gross profit margin. The Company believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a shipment-by-shipment level attributable to our transportation network of third party capacity providers and independent commission sales agents in order to provide services to our customers. The Company believes variable contribution and variable contribution margin are important performance measurements and management considers variable contribution and variable contribution margin in evaluating the Company’s financial performance and in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
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Table of Contents
The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:
| Thirteen Weeks Ended | ||||||||
| March 28, 2026 |
March 29, 2025 |
|||||||
| Revenue |
$ | 1,171,291 | $ | 1,152,502 | ||||
| Costs of revenue: |
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| Purchased transportation |
906,997 | 897,878 | ||||||
| Commissions to agents |
92,143 | 93,314 | ||||||
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| Variable costs of revenue |
999,140 | 991,192 | ||||||
| Trailing equipment depreciation |
6,268 | 6,977 | ||||||
| Information technology costs |
2,603 | 3,675 | ||||||
| Insurance-related costs (1) |
35,938 | 40,524 | ||||||
| Other operating costs |
14,800 | 11,829 | ||||||
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| Other costs of revenue |
59,609 | 63,005 | ||||||
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| Total costs of revenue |
1,058,749 | 1,054,197 | ||||||
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| Gross profit |
$ | 112,542 | $ | 98,305 | ||||
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| Gross profit margin |
9.6 | % | 8.5 | % | ||||
| Plus: other costs of revenue |
59,609 | 63,005 | ||||||
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| Variable contribution |
$ | 172,151 | $ | 161,310 | ||||
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| Variable contribution margin |
14.7 | % | 14.0 | % | ||||
| (1) | Insurance-related costs in the table above include (i) other costs of revenue related to the transportation of freight that are included as a portion of insurance and claims in the Company’s Consolidated Statements of Income and (ii) certain other costs of revenue related to reinsurance premiums received by Signature that are included as a portion of selling, general and administrative in the Company’s Consolidated Statements of Income. Insurance and claims costs included in other costs of revenue relating to the transportation of freight primarily consist of insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight and the related cost of claims incurred under those programs, and, to a lesser extent, the cost of claims incurred under insurance programs available to BCO Independent Contractors that are reinsured by Signature. Other insurance and claims costs included in costs of revenue that are included in selling, general and administrative in the Company’s Consolidated Statements of Income consist of brokerage commissions and other fees incurred by Signature relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by Signature. |
In general, variable contribution margin on revenue generated by BCO Independent Contractors represents a fixed percentage due to the nature of the contracts that pay a fixed percentage of revenue to both the BCO Independent Contractors and independent commission sales agents. For revenue generated by Truck Brokerage Carriers, variable contribution margin may be either a fixed or variable percentage, depending on the contract with each individual independent commission sales agent. Variable contribution margin on revenue generated from shipments hauled by railroads, air cargo carriers, ocean cargo carriers and Truck Brokerage Carriers, other than those under retention contracts, is variable in nature, as the Company’s contracts with independent commission sales agents provide commissions to agents at a contractually agreed upon percentage of the amount represented by revenue less purchased transportation for these types of shipments. Approximately 45% of the Company’s consolidated revenue in the thirteen-week period ended March 28, 2026 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 55% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.
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Operating income as a percentage of gross profit and operating income as a percentage of variable contribution
The following table presents operating income as a percentage of gross profit and operating income as a percentage of variable contribution. The Company’s operating income as a percentage of variable contribution is a non-GAAP financial measure calculated as operating income divided by variable contribution. The Company believes that operating income as a percentage of variable contribution is useful and meaningful to investors for the following principal reasons: (i) the variable costs of revenue for a significant portion of the business are highly influenced by short-term market-based trends in the freight transportation industry, whereas other costs, including other costs of revenue, are much less impacted by short-term freight market trends; (ii) disclosure of this measure allows investors to better understand the underlying trends in the Company’s results of operations; (iii) this measure is meaningful to investors’ evaluations of the Company’s management of costs attributable to operations other than the purely variable costs associated with purchased transportation and commissions to agents that the Company incurs to provide services to our customers; and (iv) management considers this financial information in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.
| Thirteen Weeks Ended | ||||||||
| March 28, 2026 |
March 29, 2025 |
|||||||
| Gross profit |
$ | 112,542 | $ | 98,305 | ||||
| Operating income |
$ | 53,236 | $ | 39,419 | ||||
| Operating income as % of gross profit |
47.3 | % | 40.1 | % | ||||
| Variable contribution |
$ | 172,151 | $ | 161,310 | ||||
| Operating income |
$ | 53,236 | $ | 39,419 | ||||
| Operating income as % of variable contribution |
30.9 | % | 24.4 | % | ||||
The increase in operating income as a percentage of gross profit from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in gross profit, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger gross profit base, and the impact of the supply chain fraud matter in the 2025 thirteen-week period and decreased insurance and claims costs in the 2026 thirteen-week period.
The increase in operating income as a percentage of variable contribution from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in variable contribution, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs across a larger variable contribution base, and the impact of the supply chain fraud matter in the 2025 thirteen-week period and decreased insurance and claims costs in the 2026 thirteen-week period.
Also, as previously mentioned, the Company reports two operating segments: the transportation logistics segment and the insurance segment. External revenue at the insurance segment, representing reinsurance premiums, has historically been relatively consistent on an annual basis at 2% or less of consolidated revenue and generally corresponds directly with the number of trucks provided by BCO Independent Contractors. The discussion of cost line items in Management’s Discussion and Analysis of Financial Condition and Results of Operations considers the Company’s costs on a consolidated basis rather than on a segment basis. Management believes this presentation format is the most appropriate to assist users of the financial statements in understanding the Company’s business for the following reasons: (1) the insurance segment has no other operating costs; (2) discussion of insurance and claims at either segment without reference to the other may create confusion amongst investors and potential investors due to intercompany arrangements and specific deductible programs that affect comparability of financial results by segment between various fiscal periods but that have no effect on the Company from a consolidated reporting perspective; (3) selling, general and administrative costs of the insurance segment comprise less than 10% of consolidated selling, general and administrative costs and have historically been relatively consistent on a year-over-year basis; and (4) the insurance segment has no depreciation and amortization.
THIRTEEN WEEKS ENDED MARCH 28, 2026 COMPARED TO THIRTEEN WEEKS ENDED MARCH 29, 2025
Revenue for the 2026 thirteen-week period was $1,171,291,000, an increase of $18,789,000, or 2%, compared to the 2025 thirteen-week period. Transportation revenue increased $19,256,000, or 2%. The increase in transportation revenue was attributable to an increased revenue per load of approximately 4%, while the number of loads hauled decreased approximately 3% as compared to the 2025 thirteen-week period. Reinsurance premiums were $14,290,000 and $14,757,000 for the 2026 and 2025 thirteen-week periods, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2026 thirteen-week period compared to the 2025 thirteen-week period.
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Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2026 thirteen-week period was $1,082,281,000, representing 92% of total revenue, an increase of $32,563,000, or 3%, compared to the 2025 thirteen-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 6% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, while the number of loads hauled by third party truck capacity providers decreased approximately 2% in the 2026 thirteen-week period compared to the 2025 thirteen-week period.
The increase in revenue per load on loads hauled via truck was primarily due to increased revenue per load on loads hauled via unsided/platform equipment, which was partially attributable to an increase in the percentage of revenue contributed by heavy/specialized equipment, which typically has a higher revenue per load than unsided/platform loadings transported using standard flatbed and other less specialized pieces of platform equipment. During the 2026 thirteen-week period, revenue per load on loads hauled via unsided/platform equipment increased 11%, on less-than-truckload loadings increased 8% and on loads hauled via van equipment increased 5%, while revenue per load on other truck transportation services decreased 11%, in each case, as compared to the 2025 thirteen-week period.
The decrease in the number of loads hauled via truck for the 2026 thirteen-week period compared to the 2025 thirteen-week period was primarily due to decreased demand from the 2025 thirteen-week period for the Company’s van, unsided/platform and less-than-truckload services and, secondarily, due to efforts by customers in the 2025 first quarter to “pull-forward” shipments typically scheduled to occur later in the year in an effort to avoid the potential impact of tariffs that subsequently may have become effective in fiscal year 2025. Loads hauled via van equipment decreased 4%, loads hauled via unsided/platform equipment decreased 2% and loads hauled via less-than-truckload loadings decreased 2%, while loads hauled via other truck transportation services increased 5%, in each case, as compared to the 2025 thirteen-week period.
Fuel surcharges billed to customers on revenue generated by BCO Independent Contractors are excluded from revenue. Fuel surcharges on Truck Brokerage Carrier revenue identified separately in billings to customers and included as a component of Truck Brokerage Carrier revenue were $26,691,000 and $26,925,000 in the 2026 and 2025 thirteen-week periods, respectively. It should be noted that billings to many customers of the Company’s truck brokerage services include a single all-in rate that do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers. Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.
Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2026 thirteen-week period was $67,283,000, or 6% of total revenue, a decrease of $15,841,000, or 19%, compared to the 2025 thirteen-week period. The number of loads hauled by multimode capacity providers decreased approximately 13% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and revenue per load on revenue generated by multimode capacity providers decreased approximately 7% over the same period. The decrease in the number of loads hauled by multimode capacity providers was due to a 31% decrease in ocean loadings and a 12% decrease in air loadings, while rail loadings increased 7%. The 31% decrease in ocean loadings was broad-based with decreases at several customers, which the Company partially attributes to efforts by customers in the 2025 first quarter to “pull-forward” shipments typically scheduled to occur later in the year in an effort to avoid the potential impact of tariffs that subsequently may have become effective in fiscal year 2025. The 12% decrease in air loadings was primarily attributable to decreases at one specific agency. The 7% increase in rail loadings was primarily attributable to increased loadings at one specific agency. Revenue per load on loads hauled via air decreased approximately 3%, while ocean and rail intermodal increased approximately 4% and 3%, respectively, during the 2026 thirteen-week period as compared to the 2025 thirteen-week period. The decrease in revenue per load on loads hauled by air cargo carriers was primarily attributable to decreases at several specific customers during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by ocean was primarily attributable to increases at several customers during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by rail intermodal carriers was broad-based with increases at multiple customers during the 2026 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity.
Purchased transportation was 77.4% and 77.9% of revenue in the 2026 and 2025 thirteen-week periods, respectively. The decrease in purchased transportation as a percentage of revenue was primarily due to an increased percentage of revenue generated by BCO Independent Contractors, which typically has a lower rate of purchased transportation than Truck Brokerage Carriers. Commissions to agents were 7.9% and 8.1% of revenue in the 2026 and 2025 thirteen-week periods, respectively. The decrease in commissions to agents as a percentage of revenue was primarily attributable to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers.
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Investment income was $2,974,000 and $3,598,000 in the 2026 and 2025 thirteen-week periods, respectively. The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 thirteen-week period and lower average rates of return on investments during the 2026 thirteen-week period.
Other operating costs increased $2,971,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in other operating costs compared to the prior year was primarily due to increased trailer equipment maintenance costs, increased trailer rental costs and decreased gains on sales of operating property.
Insurance and claims decreased $4,288,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The decrease in insurance and claims expense compared to the prior year was primarily due to decreased net unfavorable development of prior years’ claims in the 2026 thirteen-week period, partially offset by increased frequency of current year trucking claims during the 2026 thirteen-week period and increased BCO miles traveled during the 2026 thirteen-week period. During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $4,888,000 and $11,352,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.
Selling, general and administrative costs decreased $617,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The decrease in selling, general and administrative costs compared to prior year was primarily attributable to approximately $4,800,000 of expense relating to the supply chain fraud matter referenced above under “Expenses—Selling, general and administrative” in the 2025 thirteen-week period and a decreased provision for customer bad debt, almost entirely offset by an increased provision for incentive compensation and increased employee benefit costs in the 2026 thirteen-week period. Included in selling, general and administrative costs was incentive compensation expense of $3,396,000 and $1,000,000, respectively, for the 2026 and 2025 thirteen-week periods.
Depreciation and amortization decreased $1,666,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The decrease in depreciation and amortization expense was primarily due to decreased depreciation on information technology software and decreased trailing equipment depreciation in the 2026 thirteen-week period.
The year-over-prior-year change in interest and debt expense (income) was $677,000, with net interest and debt expense of $518,000 in the 2026 thirteen-week period compared to net interest and debt income of $159,000 in 2025 thirteen-week period. The increase in interest and debt expense (income) was primarily attributable to decreased interest income earned on cash balances held by the transportation logistics segment, partially offset by decreased interest expense related to finance lease obligations.
The provisions for income taxes for the 2026 and 2025 thirteen-week periods were based on estimated annual effective income tax rates of 24.9% and 24.3%, respectively, adjusted for discrete events, such as excess tax benefits or deficiencies resulting from stock-based awards. The effective income tax rate for the 2026 thirteen-week period was 25.2%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2026 period primarily attributable to state taxes. The effective income tax rate for the 2025 thirteen-week period was 24.7%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2025 period primarily attributable to state taxes.
Net income was $39,440,000, or $1.16 per basic and diluted share, in the 2026 thirteen-week period. Net income was $29,806,000, or $0.85 per basic and diluted share, in the 2025 thirteen-week period.
CAPITAL RESOURCES AND LIQUIDITY
Working capital and the ratio of current assets to current liabilities were $552,881,000 and 1.9 to 1, respectively, at March 28, 2026, compared with $520,486,000 and 1.7 to 1, respectively, at December 27, 2025. Landstar has historically operated with current ratios within the range of 1.5 to 1 to 2.0 to 1. Cash provided by operating activities was $78,211,000 in the 2026 thirteen-week period compared with $55,698,000 in the 2025 thirteen-week period. The increase in cash flow provided by operating activities was primarily attributable to the timing of payments of accounts payable and the impact of increased net income, partially offset by the timing of payments of insurance claims.
The Company declared and paid $0.40 per share, or $13,614,000 in the aggregate, in cash dividends during the thirteen-week period ended March 28, 2026 and, during such period, also paid $68,117,000 of dividends payable which were declared in December 2025 and included in current liabilities in the consolidated balance sheet at December 27, 2025. The Company declared and paid $0.36 per share, or $12,688,000 in the aggregate, in cash dividends during the thirteen-week period ended March 29, 2025 and, during such period, also paid $70,632,000 of dividends payable which were declared in December 2024 and included in current liabilities in the consolidated balance
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sheet at December 28, 2024. During the thirteen-week period ended March 28, 2026, the Company purchased 150,923 shares of its common stock at a total cost of $22,587,000, including $22,387,000 in cash purchases and accrued excise tax of $200,000, which is included in other current liabilities in the consolidated balance sheet at March 28, 2026. During the thirteen-week period ended March 29, 2025, the Company purchased 386,318 shares of its common stock at a total cost of $60,945,000, including $60,361,000 in cash purchases and accrued excise tax of $584,000, which was included in other current liabilities in the consolidated balance sheet at March 29, 2025. As of March 28, 2026, the Company may purchase in the aggregate up to 1,115,195 shares of its common stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $69,266,000 at March 28, 2026, $7,556,000 lower than at December 27, 2025.
Shareholders’ equity was $798,976,000, or 92% of total capitalization (defined as long-term debt including current maturities plus equity), at March 28, 2026, compared to $795,665,000, or 91% of total capitalization, at December 27, 2025. The increase in shareholders’ equity was primarily the result of net income, almost entirely offset by purchases of shares of the Company’s common stock and dividends declared by the Company in the 2026 thirteen-week period.
On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.
The Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness. The Company is required to, among other things, maintain a minimum fixed charge coverage ratio, as described in the Credit Agreement, and maintain a Leverage Ratio, as defined in the Credit Agreement, below a specified maximum. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock to the extent 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 Leverage Ratio would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter. The Credit Agreement provides for an event of default in the event that, among other things, a person or group acquires 35% or more of the outstanding capital stock of the Company or obtains power to elect a majority of the Company’s directors or the directors cease to consist of a majority of Continuing Directors, as defined in the Credit Agreement. None of these covenants are presently considered by the Company to be materially restrictive to the Company’s operations, capital resources or liquidity. The Company is currently in compliance with all of the debt covenants under the Credit Agreement.
At March 28, 2026, the Company had no borrowings outstanding and $34,916,000 of letters of credit outstanding under the Credit Agreement. At March 28, 2026, there was $265,084,000 available for future borrowings under the Credit Agreement and access to an additional $300,000,000 under the Credit Agreement’s “accordion” feature. In addition, the Company has $75,331,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments totaling $83,701,000 at March 28, 2026. Investments, all of which are carried at fair value, include primarily investment-grade bonds, asset-backed securities, commercial paper and U.S. Treasury obligations having maturities of up to five years. Fair value of investments is based primarily on quoted market prices. See “Notes to Consolidated Financial Statements” included herein for further discussion on measurement of fair value of investments.
Historically, the Company has generated sufficient operating cash flow to meet its debt service requirements, fund continued growth, both organic and through acquisitions, complete or execute share purchases of its common stock under authorized share purchase programs, pay dividends and meet working capital needs. As an asset-light provider of integrated transportation management solutions, the Company’s annual capital requirements for operating property are generally for trailing equipment and information technology hardware and software. In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements. During the 2026 thirteen-week period, the Company purchased $5,814,000 of operating property. Landstar anticipates acquiring either by purchase or lease financing during the remainder of fiscal year 2026 approximately $113,000,000 in operating property consisting primarily of new trailing equipment to replace older trailing equipment and information technology hardware and software.
Management believes that available cash and cash flow from operations combined with the Company’s borrowing capacity under the Credit Agreement will be adequate to meet Landstar’s debt service requirements, fund continued growth, both internal and through acquisitions, pay dividends, complete the authorized share purchase programs and meet working capital needs.
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LEGAL MATTERS
The Company is involved in certain claims and pending litigation arising from the normal conduct of business. Many of these claims are covered in whole or in part by insurance. Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable and reasonably estimable losses with respect to the resolution of all such claims and pending litigation and that the ultimate outcome, after provisions therefor, will not have a material adverse effect on the financial condition of the Company, but could have a material effect on the results of operations in a given quarter or year.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Landstar provides for the estimated costs of self-insured claims primarily on an actuarial basis. The amount recorded for the estimated liability for claims incurred is based upon the facts and circumstances known on the applicable balance sheet date. The ultimate resolution of these claims may be for an amount greater or less than the amount estimated by the Company. The Company continually revises its existing claim estimates as new or revised information becomes available on the status of each claim. Historically, the Company has experienced both favorable and unfavorable development of prior years’ claims estimates within its various programs. During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $4,888,000 and $11,352,000 of net unfavorable adjustments to prior years’ claims estimates, respectively. It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims liability at March 28, 2026, primarily due to the inherent difficulty in estimating the severity of commercial trucking claims and the potential judgment or settlement amount that may be incurred in connection with the resolution of such claims.
Significant variances from the Company’s estimates for the ultimate resolution of self-insured claims could be expected to positively or negatively affect Landstar’s earnings in a given quarter or year. However, management believes that the ultimate resolution of these items, given a range of reasonably likely outcomes, will not significantly affect the long-term financial condition of Landstar or its ability to fund its continuing operations.
SEASONALITY
Landstar’s operations are subject to seasonal trends common to the trucking industry. Historically, truckload shipments for the quarter ending in March are typically lower than for the quarters ending June, September and December.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in interest rates as a result of its financing activities, primarily its borrowings on its revolving credit facility, if any, and investing activities with respect to investments held by the insurance segment.
On July 1, 2022, Landstar entered into the Second Amended and Restated Credit Agreement (as further amended as of June 21, 2024, the “Credit Agreement”) with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.
The revolving credit loans under the Credit Agreement as of March 28, 2026, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate plus 0.10% and an applicable margin ranging from 1.25% to 2.00%, or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 1.00%, in each case with the applicable margin determined based upon the Company’s Leverage Ratio, as defined in the Credit Agreement, at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. The revolving credit facility bears a commitment fee, payable in arrears, of 0.20% to 0.30%, based on the Company’s Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. During the entire first quarter of 2026 and as of March 28, 2026 and December 27, 2025, the Company had no borrowings outstanding under the Credit Agreement.
Long-term investments, all of which are available-for-sale and are carried at fair value, include investment-grade bonds and asset-backed securities having maturities of up to five years. Assuming that the long-term portion of investments remains at $89,745,000, the balance at March 28, 2026, a hypothetical increase or decrease in interest rates of 100 basis points would not have a material impact on future earnings on an annualized basis. Short-term investments consist primarily of short-term investment-grade instruments and the current maturities of investment-grade corporate bonds and asset-backed securities. Accordingly, any future interest rate risk on these short-term investments would not be material to the Company’s operating results.
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Assets and liabilities of the Company’s Canadian and Mexican operations are translated from their functional currency to U.S. dollars using exchange rates in effect at the balance sheet date and revenue and expense accounts are translated at average monthly exchange rates during the period. Adjustments resulting from the translation process are included in accumulated other comprehensive income. Transactional gains and losses arising from receivable and payable balances, including intercompany balances, in the normal course of business that are denominated in a currency other than the functional currency of the operation are recorded in the statements of income when they occur. The assets held at the Company’s Canadian and Mexican subsidiaries at March 28, 2026 were collectively, as translated to U.S. dollars, less than 2% of total consolidated assets. Accordingly, translation gains or losses of 45% or less related to the Canadian and Mexican operations would not be material.
Item 4. Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of March 28, 2026 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
There were no changes in the Company’s internal control over financial reporting during the first quarter of 2026, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
In designing and evaluating disclosure controls and procedures, Company management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitation in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Legal Matters”
Item 1A. Risk Factors
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.
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.
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| Fiscal Period |
Total Number of Shares Purchased |
Average Price Paid Per Share (1) |
Total Number of Shares Purchased as Part of Publicly Announced Programs |
Maximum Number of Shares That May Yet Be Purchased Under the Programs |
||||||||||||
| December 27, 2025 |
1,266,118 | |||||||||||||||
| Dec. 28, 2025 – Jan. 24, 2026 |
— | $ | — | — | 1,266,118 | |||||||||||
| Jan. 25, 2026 – Feb. 21, 2026 |
71,461 | 145.60 | 71,461 | 1,194,657 | ||||||||||||
| Feb. 22, 2026 – Mar. 28, 2026 |
79,462 | 150.79 | 79,462 | 1,115,195 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total |
150,923 | $ | 148.33 | 150,923 | ||||||||||||
| |
|
|
|
|
|
|||||||||||
(1) |
The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable. |
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EXHIBIT INDEX
Registrant’s Commission File No.: 0-21238
| Exhibit No. |
Description | |
| (10) | Material contacts: | |
| 10.1* | Letter Agreement, dated January 19, 2026, between Landstar System, Inc. and Terri M. Lewis | |
| (31) | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.1* | Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| (32) | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LANDSTAR SYSTEM, INC. | ||||||
| Date: April 29, 2026 | /s/ Frank A. Lonegro | |||||
| Frank A. Lonegro | ||||||
| President and Chief Executive Officer | ||||||
| Date: April 29, 2026 | /s/ James P. Todd | |||||
| James P. Todd | ||||||
| Vice President, Chief Financial Officer and Assistant Secretary | ||||||
34
Exhibit 10.1
| Landstar System, Inc. 13410 Sutton Park Drive, South Jacksonville, FL 32224 800.872.9400 | www.landstar.com |
January 16, 2026
TERRI LEWIS
513 East Primrose Place
St Johns, FL 32259
Dear Terri:
It is my pleasure to extend the following offer of employment for the position of Vice President and Chief Human Resources Officer (the “Position”) on behalf of Landstar System, Inc. (the “Company”, and collectively with its subsidiaries and other affiliates, “Landstar”). We are very impressed with your experience and believe you will be a valuable contributor to the Landstar organization.
This letter details the terms and conditions of your employment and outlines the current major features of the Company’s compensation and benefit plans and practices. If these terms are satisfactory, please sign and return this letter as indicated below on or before January 20, 2026.
Assumption of Duties: Your start date will be February 23, 2026, for you to assume the Position. You will report to Frank Lonegro, President and Chief Executive Officer of Landstar System, Inc. Your work location will be in the Jacksonville Service Center located at 13410 Sutton Park Drive South, Jacksonville, Florida 32224. This is a full-time in-office position.
Salary: Your annual base salary will be $300,000, which will be paid in semi-monthly installments, subject to deductions for taxes and other withholdings as required by law and/or the policies of Landstar. This position is classified as exempt under the Fair Labor Standards Act (FLSA).
Annual Bonus: Your target annual cash bonus is 60% of base salary (the “Target Bonus”) as determined under the Company’s Incentive Compensation Plan (“ICP”). All amounts payable under the ICP are subject to the discretion of the Compensation Committee of the Board of Directors of Landstar System, Inc. (the “Compensation Committee”) Any amounts that may be payable to you as a bonus with respect to the Company’s 2026 fiscal year will be subject to proration based on the portion of the Company’s 2026 fiscal year during which you were employed in the Position. Your bonus under the ICP will be paid to you when other bonuses under the ICP are paid to other executives of the Company, but in no event later than March 15 of the year following the year to which such bonus relates. Except as otherwise set forth herein, you must be employed at the time of payment in order to receive your bonus under the ICP. Your bonus payment under the ICP is subject to applicable taxes.
www.landstar.com
Equity: You are eligible for annual equity grants under the Company’s 2011 Equity Incentive Plan (as amended, the “Equity Incentive Plan”) with the initial such grants anticipated to occur on your first day of employment with the Company. structured as follows, subject in all respects to the discretion of the Compensation Committee:
| A. | $350,000 grant of performance-related stock awards granted in the form of restricted stock units (PSUs). The initial grant would use fiscal year 2025 as the base year and vesting would occur following the end of fiscal years 2028, 2029 and 2030 in accordance with the Equity Incentive Plan. |
| B. | $175,000 grant of restricted stock to vest pro rata on January 31, 2027, 2028 and 2029. Unvested shares of restricted stock are eligible to be voted and to receive dividends. |
All annual equity grants will be subject to the terms and conditions of the Equity Incentive Plan and the applicable award agreement. In connection with equity grants to be made under the Company’s Equity Incentive Plan, you will be required to execute a Restrictive Covenant Agreement, which will include, among other things, confidentiality provisions and non-solicitation, non-interference and non-competition provisions which will apply during the period of your employment with the Company and for six months thereafter.
Sign-on: In addition to components of your compensation described above under “Salary”, “Annual Bonus” and “Equity”, you will be entitled to the following amounts as sign-on compensation:
| A. | A one-time $500,000 grant of restricted stock under the Company’s Equity Incentive Plan, to be granted on your first day of employment, with such shares of restricted stock vesting 100% on the third anniversary of your commencement of employment with Landstar, subject to your continued employment with Landstar through such anniversary. Such restricted stock award will be subject to the terms and conditions of the Equity Incentive Plan and the applicable award agreement. |
| B. | A one-time cash payment of $300,000 as compensation to you in recognition of your forgoing of your 2025 fiscal year bonus at your current employer which shall be paid within thirty (30) days of your commencement of employment with Landstar. Such cash payment will be subject to repayment if your employment with Landstar is terminated for Cause (as defined below) or if you resign without Good Reason (as defined below), in either case within 24 months after the date you commence employment. The amount of any such repayment obligation will be subject to proration based on the number of months remaining in that 24-month period relative to the overall period. This payment is subject to applicable taxes. |
Retention Payments. You will be eligible for cash payments of $100,000 on each of the first and second anniversaries of your commencement of employment with Landstar, subject to your continued employment with Landstar through such anniversary in the Position. Each payment shall be paid within thirty (30) days of such anniversary date and is subject to applicable taxes.
Severance: In the event of a termination by the Company without Cause or by you with Good Reason on or prior to the fifth anniversary of your commencement of employment and subject to your execution and delivery to the Company and non-revocation within 30 days of such termination of a general release of claims in the form customarily used by the Company, releasing Landstar from all claims and liabilities, severance in the amount of twelve (12) months of your then applicable annual salary will be paid to you in a lump sum cash payment promptly following the
www.landstar.com
expiration of the 30-day period following such termination. Notwithstanding the foregoing, in the event that any severance benefits are payable to you under the KEEPA, no severance payment will be made to you under the immediately preceding sentence. Moreover, you may not resign your employment with the Company for Good Reason unless: (x) you provide the Company with at least 30 days prior written notice of your intent to resign for Good Reason (which notice is provided not later than the 30th day following the event constituting Good Reason); (y) the Company does not remedy the alleged violation(s) within such 30-day period; and (z) you terminate your employment within 60 days after providing notice if the alleged violation(s) are not cured by the Company.
Change in Control: You will be provided the opportunity to execute a Key Executive Employment Protection Agreement (the “KEEPA”) on the Company’s standard form that provides severance benefits in the event of certain qualifying terminations within two years after, or after the execution of definitive documents for a change in control but prior to the consummation of, a change in control of the Company consisting of a lump sum cash amount equal to two times the sum of your (A) then applicable annual base salary and (B) the amount of your Target Bonus for the year in which the change in control occurs. Each KEEPA also provides a pro rata portion of the amount of the Target Bonus for the year of employment termination and for continuation of medical benefits for up to one year from the date of employment termination.
Indemnification Agreement: You will be provided the opportunity to execute an Indemnification Agreement on the Company’s standard form pursuant to which the Company will agree to indemnify, defend and hold you harmless, to the maximum extent permitted under applicable law, in accordance with its governing documents and general policies and practices.
Benefits: You are entitled to enroll in any of the benefits offered to employees of Landstar as you become eligible according to the provisions of the plans. Landstar’s excellent benefit program includes a 401(k) plan, tuition assistance, Flexible Spending Accounts and medical, dental, and vision options. In addition, you will be provided with twice your annual salary in life insurance, as well as AD&D, short-term and long-term disability insurance at no cost to you. Optional life and AD&D are also available at group premiums. Eligibility for all health plans begins on the first of the month following the completion of 60 days of service.
Paid Time Off: Landstar currently recognizes 9 paid holidays per year to all employees. In addition, you will be entitled to 15 paid vacation days during the 2026 calendar year and 20 paid vacation days per year thereafter under the Company’s vacation policy. You are also eligible for flex days in accordance with Company policy. Flex days renew on a calendar year basis and cannot be rolled over. The use of vacation and flex days should be reviewed and approved in advance by your supervisor.
Expense Reimbursement: You will be entitled to be reimbursed for any expenses that you incur on behalf of the Company in the performance of your duties and obligations in your Position in accordance with the Landstar’s generally applicable policies and procedures, as in effect from time to time.
Certain Definitions: As used herein, the following terms have the meaning set forth below.
| (A) | “Cause” for purposes of this offer letter shall have the same meaning ascribed to such term in the Equity Incentive Plan. |
| (B) | “Good Reason” for purposes of this offer letter shall have the same meaning as provided in clauses (i), (ii) and (iv) in the definition of such term in the KEEPA; provided that all references |
www.landstar.com
| to “Change of Control” or “Change of Control Date” in each such clause shall instead refer to the “date giving rise to such Good Reason event” and provided further that any such event results in a material negative change to you in your employment relationship with the Company. |
This offer of employment is contingent on the following:
| • | Satisfactory drug screen. Upon acceptance of this offer you will be provided with information needed to complete this process. The results must be available in advance of your start date; normal turnaround is at least 72 hours for results. All such testing is conducted in accordance with federal, state, and local laws. |
| • | Provision of documents on your first day of work that establish your identity and authorization to work in the United States. All individuals hired are required by the Immigration Reform and Control Act of 1986 to provide verification documents. |
| • | Satisfactory criminal background and reference checks. |
| • | Execution of an agreement to arbitrate any disputes with the Company on the Company’s standard form. |
This letter reflects the terms and conditions of your employment. Accordingly, it supersedes and completely replaces any prior oral or written communication on this subject. This letter is not an employment contract and should not be construed or interpreted as containing any guarantee of continued employment. The employment relationship at our Company is by mutual consent (“Employment-At-Will”). This means that employees have the right to terminate their employment at any time and for any reason. Likewise, the Company reserves the right to discontinue your employment with or without Cause at any time and for any reason.
Again, Terri, we look forward to you joining Landstar System, Inc. and wish you a prosperous career here. Please indicate your acceptance of this offer below no later than January 20, 2026. Please keep a copy of this offer for your personal records.
Sincerely,
/s/ Frank A. Lonegro
Frank A. Lonegro
President and Chief Executive Officer
Landstar System, Inc.
www.landstar.com
I accept the offer as stated above and intend to commence my employment on February 23, 2026. I understand and acknowledge that this offer does not guarantee me employment for any period of time and that the employment relationship between Landstar and me will be “at will,” which means that either Landstar or I may terminate the relationship at any time. I also understand and acknowledge that Landstar may change the terms and conditions of my employment at any time.
Date: January 19, 2026
| Signature: /s/ Terri Lewis |
| Name: Terri Lewis |
www.landstar.com
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Frank A. Lonegro, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ Frank A. Lonegro |
| Frank A. Lonegro |
| President and Chief Executive Officer |
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, James P. Todd, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ James P. Todd |
| James P. Todd |
| Vice President, Chief Financial Officer and Assistant Secretary |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Landstar System, Inc. (the “Company”) on Form 10-Q for the period ending March 28, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frank A. Lonegro, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2026
| /s/ Frank A. Lonegro |
| Frank A. Lonegro |
| President and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Landstar System, Inc. (the “Company”) on Form 10-Q for the period ending March 28, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Todd, Vice President, Chief Financial Officer and Assistant Secretary of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2026
| /s/ James P. Todd |
| James P. Todd |
| Vice President, Chief Financial Officer and Assistant Secretary |