Landstar System Inc 10-Q for FY2026 Q3
Landstar System Inc (LSTR)
About this 10-Q
Landstar System Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).
Landstar System Inc reported revenue of 4,115,342 and gross profit of 371,426, in thousands, for the thirty-nine weeks ended September 26, 2026, versus 3,569,291 and 318,626 for September 27, 2025. AI summary
Headline figures
Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.51B
- up 25.4% from $1.21B a year earlier
- Net income
- $48.04M
- up 148.1% from net income of $19.36M a year earlier
- Diluted EPS
- $1.42
- up 153.6% from $0.56 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
September 26, 2026 |
December 27, 2025 |
|||||||
ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
||||||||
Trade accounts receivable, less allowance of $ |
||||||||
Other receivables, including advances to independent contractors, less allowance of $ |
||||||||
Assets held for sale |
||||||||
Other current assets |
||||||||
Total current assets |
||||||||
Operating property, less accumulated depreciation and amortization of $ |
||||||||
Goodwill |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current Liabilities |
||||||||
Cash overdraft |
$ | $ | ||||||
Accounts payable |
||||||||
Current maturities of long-term debt |
||||||||
Insurance claims |
||||||||
Dividends payable |
||||||||
Liabilities held for sale |
||||||||
Other current liabilities |
||||||||
Total current liabilities |
||||||||
Long-term debt, excluding current maturities |
||||||||
Insurance claims |
||||||||
Deferred income taxes and other noncurrent liabilities |
||||||||
Shareholders’ Equity |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Cost of |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Total shareholders’ equity |
||||||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||
Thirty-Nine Weeks Ended |
Thirteen Weeks Ended |
|||||||||||||||
September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 2025 |
|||||||||||||
Revenue |
$ | $ | $ | $ | ||||||||||||
Investment income |
||||||||||||||||
Costs and expenses: |
||||||||||||||||
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 |
||||||||||||||||
Impairment of intangible and other assets |
||||||||||||||||
Total costs and expenses |
||||||||||||||||
Operating income |
||||||||||||||||
Interest and debt expense |
||||||||||||||||
Income before income taxes |
||||||||||||||||
Income taxes |
||||||||||||||||
Net income |
$ | $ | $ | $ | ||||||||||||
Basic and diluted earnings per share |
$ | $ | $ | $ | ||||||||||||
Average basic and diluted shares outstanding |
||||||||||||||||
Dividends per common share |
$ | $ | $ | $ | ||||||||||||
Thirty-Nine Weeks Ended |
Thirteen Weeks Ended |
|||||||||||||||
September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 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 |
$ | $ | $ | $ | ||||||||||||
Thirty-Nine Weeks Ended |
||||||||
September 26, 2026 |
September 27, 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 |
( |
) | ( |
) | ||||
Impairment of intangible and other assets |
||||||||
Deferred income taxes, net |
||||||||
Stock-based compensation |
||||||||
Changes in operating assets and liabilities: |
||||||||
Increase in trade and other accounts receivable |
( |
) | ( |
) | ||||
Increase in other assets |
( |
) | ( |
) | ||||
Increase in accounts payable |
||||||||
Increase in other liabilities |
||||||||
Increase in insurance claims |
||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
||||||||
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 |
||||||||
Increase (decrease) in cash overdraft |
( |
) | ||||||
Dividends paid |
( |
) | ( |
) | ||||
Payment for debt issue costs |
( |
) | ||||||
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 |
( |
) | ( |
) | ||||
Plus: 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 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchases of common stock |
||||||||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Stock-based compensation |
||||||||||||||||||||||||||||||||
Other comprehensive loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance June 27, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
||||||||||||||||||||||||||||||||
Stock-based compensation |
||||||||||||||||||||||||||||||||
Other comprehensive loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Balance September 26, 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 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Stock-based compensation |
||||||||||||||||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance June 28, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
||||||||||||||||||||||||||||||||
| Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Stock-based compensation |
||||||||||||||||||||||||||||||||
| Other comprehensive income |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Balance September 27, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (1) | Significant Accounting Policies |
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
Mode |
September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 2025 |
||||||||||||
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 |
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
| September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 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 September 26, 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 September 26, 2026 |
$ | |||||||
| (3) | Income Taxes |
| (4) | Earnings Per Share |
| (5) | Additional Cash Flow Information |
| (6) | Segment Information |
| Thirty-Nine Weeks Ended | ||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||
| Transportation Logistics |
Insurance | Total | Transportation Logistics |
Insurance | Total | |||||||||||||||||||
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 |
||||||||||||||||||||||||
Impairment of intangible and other assets |
||||||||||||||||||||||||
Operating income |
||||||||||||||||||||||||
Goodwill |
||||||||||||||||||||||||
Operating income |
||||||||||||||||||||||||
Interest and debt expense (1) |
||||||||||||||||||||||||
Income before income taxes |
||||||||||||||||||||||||
| Thirteen Weeks Ended | ||||||||||||||||||||||||
| September 26, 2026 | September 27, 2025 | |||||||||||||||||||||||
| Transportation Logistics |
Insurance | Total | Transportation Logistics |
Insurance | Total | |||||||||||||||||||
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 |
||||||||||||||||||||||||
Impairment of intangible and other assets |
||||||||||||||||||||||||
Operating income (loss) |
( |
) | ||||||||||||||||||||||
Operating income |
||||||||||||||||||||||||
Interest and debt expense (1) |
||||||||||||||||||||||||
Income before income taxes |
||||||||||||||||||||||||
| (1) | Interest and debt expense 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 September 26, 2026 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| (8) | Investments |
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
| September 26, 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 |
|||||||||||||||||||
| September 26, 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 assets |
$ | |||
| Interest on lease liability |
||||
| |
|
|||
| Total finance lease cost |
||||
| Operating leases: |
||||
| Lease cost |
||||
| Variable lease cost |
||||
| Sublease income |
( |
) | ||
| |
|
|||
| Total net operating lease cost |
||||
| |
|
|||
| Total net lease cost |
$ | |||
| |
|
| Operating lease right-of-use assets |
$ | |||||
| 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 |
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
| September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 2025 |
|||||||||||||
Operating income |
$ | $ | $ | $ | ||||||||||||
Net income |
$ | $ | $ | $ | ||||||||||||
Basic and diluted earnings per share |
$ | $ | $ | $ | ||||||||||||
| (13) | Subsidiary Wind Down |
| (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; substantial verdicts or settlements rendered in connection with accidents or other 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; increased exposure to broker liability claims; 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;” Landstar’s Form 10-Q for the 2026 second quarter, 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 75,000 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.
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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., 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 thirty-nine weeks ended September 26, 2026, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 40%, 53% 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 thirty-nine-week period ended September 26, 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 thirty-nine-week period ended September 26, 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:
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
| September 26, | September 27, | September 26, | September 27, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue generated through (in thousands): |
||||||||||||||||
| Truck transportation |
||||||||||||||||
| Truckload: |
||||||||||||||||
| Van equipment |
$ | 2,080,868 | $ | 1,769,440 | $ | 759,949 | $ | 583,369 | ||||||||
| Unsided/platform equipment |
1,379,319 | 1,127,276 | 518,582 | 386,006 | ||||||||||||
| Less-than-truckload |
73,845 | 72,229 | 24,933 | 24,480 | ||||||||||||
| Other truck transportation (1) |
289,298 | 288,807 | 103,707 | 96,041 | ||||||||||||
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|
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|
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| Total truck transportation |
3,823,330 | 3,257,752 | 1,407,171 | 1,089,896 | ||||||||||||
| Rail intermodal |
74,881 | 63,183 | 27,806 | 23,668 | ||||||||||||
| Ocean and air cargo carriers |
153,047 | 188,696 | 55,334 | 72,270 | ||||||||||||
| Other (2) |
64,084 | 59,660 | 21,476 | 19,572 | ||||||||||||
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|
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| $ | 4,115,342 | $ | 3,569,291 | $ | 1,511,787 | $ | 1,205,406 | |||||||||
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| Revenue on loads hauled via BCO Independent Contractors included in total truck transportation |
$ | 1,629,408 | $ | 1,345,852 | $ | 590,987 | $ | 457,363 | ||||||||
| Number of loads: |
||||||||||||||||
| Truck transportation |
||||||||||||||||
| Truckload: |
||||||||||||||||
| Van equipment |
870,347 | 850,047 | 294,875 | 277,893 | ||||||||||||
| Unsided/platform equipment |
375,093 | 369,495 | 128,398 | 123,254 | ||||||||||||
| Less-than-truckload |
95,729 | 115,692 | 29,834 | 38,862 | ||||||||||||
| Other truck transportation (1) |
143,311 | 135,606 | 47,543 | 45,421 | ||||||||||||
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| Total truck transportation |
1,484,480 | 1,470,840 | 500,650 | 485,430 | ||||||||||||
| Rail intermodal |
23,600 | 21,960 | 8,490 | 7,990 | ||||||||||||
| Ocean and air cargo carriers |
20,840 | 24,370 | 6,970 | 7,810 | ||||||||||||
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| 1,528,920 | 1,517,170 | 516,110 | 501,230 | |||||||||||||
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| Loads hauled via BCO Independent Contractors included in total truck transportation |
644,870 | 597,010 | 212,660 | 199,010 | ||||||||||||
| Revenue per load: |
||||||||||||||||
| Truck transportation |
||||||||||||||||
| Truckload: |
||||||||||||||||
| Van equipment |
$ | 2,391 | $ | 2,082 | $ | 2,577 | $ | 2,099 | ||||||||
| Unsided/platform equipment |
3,677 | 3,051 | 4,039 | 3,132 | ||||||||||||
| Less-than-truckload |
771 | 624 | 836 | 630 | ||||||||||||
| Other truck transportation (1) |
2,019 | 2,130 | 2,181 | 2,114 | ||||||||||||
| Total truck transportation |
2,576 | 2,215 | 2,811 | 2,245 | ||||||||||||
| Rail intermodal |
3,173 | 2,877 | 3,275 | 2,962 | ||||||||||||
| Ocean and air cargo carriers |
7,344 | 7,743 | 7,939 | 9,254 | ||||||||||||
| Revenue per load on loads hauled via BCO Independent Contractors |
$ | 2,527 | $ | 2,254 | $ | 2,779 | $ | 2,298 | ||||||||
| Revenue by capacity type (as a % of total revenue): |
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| Truck capacity providers: |
||||||||||||||||
| BCO Independent Contractors |
40 | % | 38 | % | 39 | % | 38 | % | ||||||||
| Truck Brokerage Carriers |
53 | % | 54 | % | 54 | % | 52 | % | ||||||||
| Rail intermodal |
2 | % | 2 | % | 2 | % | 2 | % | ||||||||
| Ocean and air cargo carriers |
4 | % | 5 | % | 4 | % | 6 | % | ||||||||
| Other |
2 | % | 2 | % | 1 | % | 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:
| September 26, 2026 |
September 27, 2025 |
|||||||
| BCO Independent Contractors |
7,843 | 7,827 | ||||||
| Truck Brokerage Carriers: |
||||||||
| Approved and active (1) |
39,460 | 40,004 | ||||||
| Other approved |
28,455 | 27,461 | ||||||
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| 67,915 | 67,465 | |||||||
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| Total available truck capacity providers |
75,758 | 75,292 | ||||||
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| Trucks provided by BCO Independent Contractors |
8,709 | 8,618 | ||||||
| (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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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. Other operating costs during the thirty-nine-week period ended September 27, 2025 included a $4.8 million expense relating to this matter.
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.
Effective June 1, 2026, the Company entered into a new three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2026 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after June 1, 2026 through May 31, 2029, the 2026 Initial Excess Policy provides for a limit for a single loss of $5 million, with a $10 million per policy year aggregate limit and an aggregate limit of $15 million over the thirty-six month term. It also includes a $2.5 million per policy year aggregate loss corridor. Moreover, in the event paid aggregate losses under the 2026 Initial Excess Policy during the three year period ending May 31, 2029 exceed a pre-determined threshold amount, the 2026 Initial Excess Policy requires the Company to pay an additional premium up to a maximum amount of $4 million.
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, 2027, the Company experienced an increase of approximately $21 million, or approximately 390%, 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, 2027, the Company would have an aggregate financial exposure of approximately $33 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.
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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 may be reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage. However, Montgomery v. Caribe Transport II, LLC has narrowed our ability to rely on Federal Aviation Administration Authorization Act of 1994 (the “FAAAA”) preemption as a defense by holding that state-law negligent selection claims against freight brokers fall within the statute’s motor vehicle safety exception, which could have an adverse impact on our claims experience. 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. For more information, see Part II, Item 1A, “Risk Factors—Increased exposure to Broker Liability Claims” in the Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2026 and Part I, Item 1A, “Risk Factors—Increased severity or frequency of accidents and other claims or a material unfavorable development of existing claims” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.
Selling, general and administrative
During the thirty-nine-week period ended September 26, 2026, employee compensation and benefits accounted for approximately 65% 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.
Depreciation and amortization
Depreciation and amortization primarily relate to depreciation of trailing equipment and information technology hardware and software.
Impairment of intangible and other assets
As previously disclosed by the Company in current and periodic reports filed with the SEC, during the 2025 third quarter, the Company recorded certain non-cash, non-recurring impairment charges of $30,104,000 in the aggregate (the “Non-Cash Impairment Charges”). The Non-Cash Impairment Charges represented $0.66 per basic and diluted share. The Non-Cash Impairment Charges consisted of:
| • | $16,142,000, or $0.35 per basic and diluted share, in impairment charges to goodwill and certain other assets related to the Company’s decision to actively market for sale Landstar Metro, S.A.P.I. de C.V. (“Landstar Metro”), the Company’s wholly-owned Mexican operating subsidiary, principally engaged in intra-Mexico truck transportation services. For additional information regarding the disposition of Landstar Metro, see Note 13 in the “Notes to Consolidated Financial Statements” in this Quarterly Report on Form 10-Q. |
| • | $8,963,000, or $0.20 per basic and diluted share, in impairment charges related to the decision to select one of the Company’s transportation management systems as its primary such system for truckload brokerage services and, in connection with that decision, wind down an alternative transportation management system used by Landstar Blue, LLC, one of the Company’s operating subsidiaries. |
| • | $4,999,000, or $0.11 per basic and diluted share, relating to the carrying value of a non-controlling equity investment made by the Company in 2022 in Cavnue, LLC, a privately held technology start-up company. |
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
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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.
The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
| September 26, | September 27, | September 26, | September 27, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue |
$ | 4,115,342 | $ | 3,569,291 | $ | 1,511,787 | $ | 1,205,406 | ||||||||
| Costs of revenue: |
||||||||||||||||
| Purchased transportation |
3,212,442 | 2,775,761 | 1,182,045 | 936,472 | ||||||||||||
| Commissions to agents |
319,254 | 291,529 | 117,676 | 98,693 | ||||||||||||
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| Variable costs of revenue |
3,531,696 | 3,067,290 | 1,299,721 | 1,035,165 | ||||||||||||
| Trailing equipment depreciation |
19,108 | 20,829 | 6,489 | 6,985 | ||||||||||||
| Information technology costs |
8,186 | 10,928 | 2,503 | 3,319 | ||||||||||||
| Insurance-related costs (1) |
130,955 | 104,622 | 55,301 | 33,305 | ||||||||||||
| Other operating costs |
53,971 | 46,996 | 21,226 | 15,572 | ||||||||||||
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| Other costs of revenue |
212,220 | 183,375 | 85,519 | 59,181 | ||||||||||||
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| Total costs of revenue |
3,743,916 | 3,250,665 | 1,385,240 | 1,094,346 | ||||||||||||
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| Gross profit |
$ | 371,426 | $ | 318,626 | $ | 126,547 | $ | 111,060 | ||||||||
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| Gross profit margin |
9.0 | % | 8.9 | % | 8.4 | % | 9.2 | % | ||||||||
| Plus: other costs of revenue |
212,220 | 183,375 | 85,519 | 59,181 | ||||||||||||
|
|
|
|
|
|
|
|
|
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| Variable contribution |
$ | 583,646 | $ | 502,001 | $ | 212,066 | $ | 170,241 | ||||||||
|
|
|
|
|
|
|
|
|
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| Variable contribution margin |
14.2 | % | 14.1 | % | 14.0 | % | 14.1 | % | ||||||||
| (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. |
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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 44% of the Company’s consolidated revenue in the thirty-nine-week period ended September 26, 2026 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while approximately 56% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.
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.
| Thirty-Nine Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
| September 26, 2026 |
September 27, 2025 |
September 26, 2026 |
September 27, 2025 |
|||||||||||||
| Gross profit |
$ | 371,426 | $ | 318,626 | $ | 126,547 | $ | 111,060 | ||||||||
| Operating income |
$ | 185,004 | $ | 122,025 | $ | 65,540 | $ | 26,326 | ||||||||
| Operating income as % of gross profit |
49.8 | % | 38.3 | % | 51.8 | % | 23.7 | % | ||||||||
| Variable contribution |
$ | 583,646 | $ | 502,001 | $ | 212,066 | $ | 170,241 | ||||||||
| Operating income |
$ | 185,004 | $ | 122,025 | $ | 65,540 | $ | 26,326 | ||||||||
| Operating income as % of variable contribution |
31.7 | % | 24.3 | % | 30.9 | % | 15.5 | % | ||||||||
The increase in operating income as a percentage of gross profit from the thirty-nine-week period ended September 27, 2025 to the thirty-nine-week period ended September 26, 2026 resulted from the increase of operating income at a more rapid percentage rate than the increase in gross profit, primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirty-nine-week period and the Company’s ability 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 thirty-nine-week period. The increase in operating income as a percentage of gross profit from the 2025 thirteen-week period to the 2026 thirteen-week period was primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirteen-week period.
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The increase in operating income as a percentage of variable contribution from the thirty-nine-week period ended September 27, 2025 to the thirty-nine-week period ended September 26, 2026 and 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, primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirty-nine-week and thirteen-week periods and the Company’s ability to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs across a larger variable contribution base, partially offset by increased insurance and claims costs and an increased provision for incentive compensation in the 2026 thirty-nine-week and thirteen-week periods.
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.
THIRTY-NINE WEEKS ENDED SEPTEMBER 26, 2026 COMPARED TO THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2025
Revenue for the 2026 thirty-nine-week period was $4,115,342,000, an increase of $546,051,000, or 15%, compared to the 2025 thirty-nine-week period. Transportation revenue increased $546,590,000, or 16%. The increase in transportation revenue was attributable to an increased revenue per load of approximately 15% and an increased number of loads of approximately 1% as compared to the 2025 thirty-nine-week period. Reinsurance premiums were $43,518,000 and $44,057,000 for the 2026 and 2025 thirty-nine-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 thirty-nine-week period compared to the 2025 thirty-nine-week period.
Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2026 thirty-nine-week period was $3,823,330,000, representing 93% of total revenue, an increase of $565,578,000, or 17%, compared to the 2025 thirty-nine-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 16% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period, and the number of loads hauled by third party truck capacity providers increased approximately 1% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period.
The increase in revenue per load on loads hauled via truck was primarily due to a tightening truck capacity environment in the 2026 thirty-nine-week period and the impact of higher diesel fuel costs on loads hauled via Truck Brokerage Carrier, partially offset by the impact of a lower average length of haul. During the 2026 thirty-nine-week period, revenue per load on less-than-truckload loadings increased 24%, on loads hauled via unsided/platform equipment increased 21%, and on loads hauled via van equipment increased 15%, while revenue per load on other truck transportation services decreased 5%, in each case, as compared to the 2025 thirty-nine-week period.
The increase in the number of loads hauled via truck for the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period was primarily due to increased demand from the 2025 thirty-nine-week period for the Company’s van, unsided/platform and other truck transportation services. Loads hauled via other truck transportation services increased 6%, loads hauled via van equipment increased 2% and loads hauled via unsided/platform equipment increased 2%, while less-than-truckload loadings decreased 17%, in each case, as compared to the 2025 thirty-nine-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 $115,563,000 and $82,232,000 in the 2026 and 2025 thirty-nine-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.
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Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2026 thirty-nine-week period was $227,928,000, or 6% of total revenue, a decrease of $23,951,000, or 10%, compared to the 2025 thirty-nine-week period. Revenue per load on revenue generated by multimode capacity providers decreased approximately 6% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period, and the number of loads hauled by multimode capacity providers decreased approximately 4% over the same period. Revenue per load on loads hauled via ocean decreased approximately 7%, while air and rail intermodal revenue per load increased approximately 19% and 10%, respectively, during the 2026 thirty-nine-week period as compared to the 2025 thirty-nine-week period. The decrease in revenue per load on loads hauled by ocean cargo carriers was primarily attributable to decreases at several customers during the 2026 thirty-nine-week period. The increase in revenue per load on loads hauled by air cargo carriers was primarily attributable to increases at several specific customers during the 2026 thirty-nine-week period. The increase in revenue per load on loads hauled by rail intermodal carriers was attributable to the tighter truck capacity environment positively impacting intermodal revenue per load and the impact of higher diesel fuel costs during the 2026 thirty-nine-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. The decrease in the number of loads hauled by multimode capacity providers was due to a 16% decrease in ocean loadings and a 10% decrease in air loadings, while rail intermodal loadings increased 7%. The 16% decrease in ocean loadings was broad-based with decreases at several customers. The 10% decrease in air loadings was primarily attributable to decreases at two specific agencies. The 7% increase in rail loadings was primarily attributable to increased loadings at one specific agency.
Purchased transportation was 78.1% and 77.8% of revenue in the 2026 and 2025 thirty-nine-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased rate of purchased transportation on revenue generated by Truck Brokerage Carriers, partially offset by favorable mix. Commissions to agents were 7.8% and 8.2% of revenue in the 2026 and 2025 thirty-nine-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.
Investment income was $7,943,000 and $10,620,000 in the 2026 and 2025 thirty-nine-week periods, respectively. The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 thirty-nine-week period and lower average rates of return on investments during the 2026 thirty-nine-week period.
Other operating costs increased $6,975,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-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, partially offset by an approximately $4,800,000 expense relating to the supply chain fraud matter in the 2025 thirty-nine-week period referenced above under “Expenses - Other operating costs, net of gains on asset sales/dispositions.”
Insurance and claims increased $26,884,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in insurance and claims expense compared to the prior year was primarily attributable to (a) increased net unfavorable development of prior years’ claims in the 2026 thirty-nine-week period, which was driven by (i) an increase in the Company’s actuarially determined claim reserves; (ii) several specific commercial trucking claims involving BCO Independent Contractors leased on with motor carrier subsidiaries of the Company; (iii) several specific truck brokerage claims; and (iv) cargo loss experience as a result of fraud and theft in the supply chain and (b) an increase in the Company’s actuarially determined claim reserves relating to current year trucking claims during the 2026 thirty-nine-week period as compared to the 2025 period. During the 2026 and 2025 thirty-nine-week periods, insurance and claims costs included $37,317,000 and $22,860,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.
Selling, general and administrative costs increased $17,231,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to an increased provision for incentive compensation and increased stock-based compensation expense, partially offset by a decreased provision for customer bad debt in the 2026 thirty-nine-week period. Included in selling, general and administrative costs was incentive compensation expense of $16,738,000 and $2,925,000, respectively, and stock-based compensation expense of $8,443,000 and $5,243,000, respectively, for the 2026 and 2025 thirty-nine-week periods.
Depreciation and amortization decreased $4,997,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-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 thirty-nine-week period.
Impairment of intangibles and other assets was $30,104,000 in the 2025 thirty-nine-week period. This was attributable to the impairment matters referenced above under “Expenses – Impairment of intangible and other assets.”
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Interest and debt expense increased $936,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in interest and debt expense 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 thirty-nine-week periods were based on estimated annual effective income tax rates of 25.4% and 24.6%, 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 thirty-nine-week period was 25.6%. 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 thirty-nine-week period was 24.9%. 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 $136,434,000, or $4.02 per basic and diluted share, in the 2026 thirty-nine-week period. Net income was $91,063,000, or $2.61 per basic and diluted share, in the 2025 thirty-nine-week period. Net income during the 2025 thirty-nine-week period was unfavorably impacted by $30,104,000, or $0.66 per basic and diluted share, related to the impairment of intangible and other assets charges noted above.
THIRTEEN WEEKS ENDED SEPTEMBER 26, 2026 COMPARED TO THIRTEEN WEEKS ENDED SEPTEMBER 27, 2025
Revenue for the 2026 thirteen-week period was $1,511,787,000, an increase of $306,381,000, or 25%, compared to the 2025 thirteen-week period. Transportation revenue increased $306,256,000, or 26%. The increase in transportation revenue was attributable to an increased revenue per load of approximately 22% and an increased number of loads hauled of approximately 3% as compared to the 2025 thirteen-week period. Reinsurance premiums were $14,729,000 and $14,604,000 for the 2026 and 2025 thirteen-week periods, respectively.
Truck transportation revenue generated by third party truck capacity providers for the 2026 thirteen-week period was $1,407,171,000, representing 93% of total revenue, an increase of $317,275,000, or 29%, compared to the 2025 thirteen-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 25% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and the number of loads hauled by third party truck capacity providers increased approximately 3% 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 a tightening truck capacity environment in the 2026 thirteen-week period and the impact of higher diesel fuel costs on loads hauled via Truck Brokerage Carriers, partially offset by the impact of a lower average length of haul. During the 2026 thirteen-week period, revenue per load on less-than-truckload loadings increased 33%, on loads hauled via unsided/platform equipment increased 29%, on loads hauled via van equipment increased 23% and on other truck transportation services increased 3% as compared to the 2025 thirteen-week period.
The increase 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 increased demand from the 2025 thirteen-week period for the Company’s van, unsided/platform and other truck transportation services. Loads hauled via van equipment increased 6%, loads hauled via other truck transportation services increased 5% and loads hauled via unsided/platform equipment increased 4%, while less-than-truckload loadings decreased 23%, 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 $44,326,000 and $28,216,000 in the 2026 and 2025 thirteen-week periods, respectively.
Transportation revenue generated by multimode capacity providers for the 2026 thirteen-week period was $83,140,000, or 5% of total revenue, a decrease of $12,798,000, or 13%, compared to the 2025 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers decreased approximately 11% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and the number of loads hauled by multimode capacity providers decreased approximately 2% over the same period. Revenue per load on loads hauled via ocean decreased approximately 18%, while air and rail intermodal revenue per load increased approximately 13% and 11%, 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 ocean was primarily attributable to decreases at one specific customer during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by air cargo carriers was broad-based with increases at multiple customers during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by rail intermodal carriers was attributable to the tighter truck capacity environment positively impacting intermodal revenue per load and the impact of higher diesel fuel costs during the 2026 thirteen-
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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. The decrease in the number of loads hauled by multimode capacity providers was due to a 14% decrease in air loadings and a 9% decrease in ocean loadings, while rail intermodal loadings increased 6%. The 14% decrease in air loadings was primarily attributable to decreases at one specific agency. The 9% decrease in ocean loadings was broad-based with decreases at several customers. The 6% increase in rail loadings was primarily attributable to increased loadings at one specific agency.
Purchased transportation was 78.2% and 77.7% of revenue in the 2026 and 2025 thirteen-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers, partially offset by favorable mix. Commissions to agents were 7.8% and 8.2% 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.
Investment income was $2,264,000 and $3,293,000 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, partially offset by slightly higher average rates of return on investments during the 2026 thirteen-week period.
Other operating costs increased $5,654,000 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 and increased trailer rental costs in the 2026 thirteen-week period and the impact of a favorable resolution of a multiyear foreign sales tax matter during the 2025 thirteen-week period.
Insurance and claims increased $22,262,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in insurance and claims expense compared to the prior year was primarily attributable to (a) increased net unfavorable development of prior years’ claims in the 2026 thirteen-week period, which was driven by (i) an increase in the Company’s actuarially determined claim reserves; (ii) several specific commercial trucking claims involving BCO Independent Contractors leased on with motor carrier subsidiaries of the Company; (iii) several specific truck brokerage claims; and (iv) cargo loss experience as a result of fraud and theft in the supply chain and (b) an increase in the Company’s actuarially determined claim reserves relating to current year trucking claims during the 2026 thirteen-week period. During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $21,924,000 and $9,219,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.
Selling, general and administrative costs increased $5,361,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to an increased provision for incentive compensation and increased stock-based compensation expense, partially offset by a decreased provision for customer bad debt in the 2026 thirteen-week period. Included in selling, general and administrative costs was incentive compensation expense of $6,906,000 and $975,000, respectively, and stock-based compensation expense of $3,023,000 and $1,586,000, respectively, for the 2026 and 2025 thirteen-week periods.
Depreciation and amortization decreased $1,591,000 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.
Impairment of intangibles and other assets was $30,104,000 in the 2025 thirteen-week period. This was attributable to the impairment matters referenced above under “Expenses – Impairment of intangible and other assets.”
Interest and debt expense increased $145,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.
The provisions for income taxes for the 2026 and 2025 thirteen-week periods were based on estimated annual effective income tax rates of 25.4% and 24.6%, 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 26.3%. 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 25.8%. 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.
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Net income was $48,043,000, or $1.42 per basic and diluted share, in the 2026 thirteen-week period. Net income was $19,364,000, or $0.56 per basic and diluted share, in the 2025 thirteen-week period. Net income during the 2025 thirteen-week period was unfavorably impacted by $30,104,000, or $0.66 per basic and diluted share, related to the impairment of intangible and other assets charges noted above.
CAPITAL RESOURCES AND LIQUIDITY
Working capital and the ratio of current assets to current liabilities were $605,767,000 and 1.8 to 1, respectively, at September 26, 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 $98,719,000 in the 2026 thirty-nine-week period compared with $152,169,000 in the 2025 thirty-nine-week period. The decrease in cash flow provided by operating activities was primarily attributable to unfavorable net working capital impacts in connection with increased net receivables, defined as accounts receivable less accounts payable, partially offset by the impact of increased net income.
The Company declared and paid $1.24 per share, or $42,095,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 26, 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 $1.16 per share, or $40,465,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 27, 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 sheet at December 28, 2024. During the thirty-nine-week period ended September 26, 2026, the Company purchased 383,568 shares of its common stock at a total cost of $64,003,000, including $63,416,000 in cash purchases and accrued excise tax of $587,000, which is included in other current liabilities in the consolidated balance sheet at September 26, 2026. The Company also paid $1,762,000 in excise tax on its common stock purchases, which was included in other current liabilities in the consolidated balance sheet at December 27, 2025. During the thirty-nine-week period ended September 27, 2025, the Company purchased 995,168 shares of its common stock at a total cost of $143,908,000, including $142,512,000 in cash purchases and accrued excise tax of $1,396,000, which was included in other current liabilities in the consolidated balance sheet at September 27, 2025. As of September 26, 2026, the Company may purchase in the aggregate up to 882,550 shares of its common stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $82,671,000 at September 26, 2026, $5,849,000 higher than at December 27, 2025.
Shareholders’ equity was $829,996,000, or 91% of total capitalization (defined as long-term debt including current maturities plus equity), at September 26, 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, partially offset by purchases of shares of the Company’s common stock and dividends declared by the Company in the 2026 thirty-nine-week period.
On June 30, 2026, and as previously disclosed in a Form 8-K filed with the SEC on July 6, 2026, Landstar entered into the Credit Agreement, which amended and restated the then-existing second amended and restated credit agreement. The Credit Agreement, which matures June 30, 2031, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $100,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an uncommitted “accordion” feature permitting up to an additional $500,000,000 in increases to the revolving credit facility.
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 interest coverage ratio, as described in the Credit Agreement, and maintain a Net 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 Net 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 management 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.
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At September 26, 2026, the Company had no borrowings outstanding and $34,786,000 of letters of credit outstanding under the Credit Agreement. At September 26, 2026, there was $265,214,000 available for future borrowings under the Credit Agreement and access to an additional $500,000,000 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 September 26, 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 thirty-nine-week period, the Company purchased $11,610,000 of operating property and acquired $28,608,000 of trailing equipment by entering into finance leases. Landstar anticipates acquiring either by purchase or lease financing during the remainder of fiscal year 2026 approximately $79,000,000 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.
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 thirty-nine-week periods, insurance and claims costs included $37,317,000 and $22,860,000 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 September 26, 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.
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Table of Contents
On June 30, 2026, and as previously disclosed in a Form 8-K filed with the SEC on July 6, 2026, Landstar entered into a third amended and restated credit agreement, dated June 30, 2026, with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the then-existing second amended and restated credit agreement. The Credit Agreement, which matures June 30, 2031, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $100,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an uncommitted “accordion” feature permitting up to an additional $500,000,000 in increases to the revolving credit facility.
The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate 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 Net 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 quarterly in arrears, of 0.175% to 0.25%, based on the Company’s Net Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. During the entire third quarter of 2026 and as of September 26, 2026 and December 27, 2025, the Company had no borrowings outstanding under the Credit Agreement or under the second amended and restated credit agreement, as applicable.
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 $94,938,000, the balance at September 26, 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.
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 September 26, 2026 were collectively, as translated to U.S. dollars, less than 1% of total consolidated assets. Accordingly, translation gains or losses of 70% 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 September 26, 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 third 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.
35
Table of Contents
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 |
||||||||||||
June 27, 2026 |
1,115,195 |
|||||||||||||||
June 28, 2026 – July 25, 2026 |
— |
$ |
— |
— |
1,115,195 |
|||||||||||
July 26, 2026 – August 22, 2026 |
67,392 |
181.72 |
67,392 |
1,047,803 |
||||||||||||
August 23, 2026 – September 26, 2026 |
165,253 |
174.18 |
165,253 |
882,550 |
||||||||||||
Total |
232,645 |
$ |
176.36 |
232,645 |
||||||||||||
(1) |
The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable. |
Table of Contents
EXHIBIT INDEX
Registrant’s Commission File No.: 0-21238
| Exhibit No. |
Description | |
| (10) | Material Contracts | |
| 10.1* | Letter Agreement, dated July 20, 2026, by and between Landstar System, Inc. and William C. Clement | |
| (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 |
38
Table of Contents
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: October 28, 2026 | /s/ Frank A. Lonegro | |||||
| Frank A. Lonegro | ||||||
| President and Chief Executive Officer | ||||||
| Date: October 28, 2026 | /s/ James P. Todd | |||||
| James P. Todd | ||||||
| Vice President, Chief Financial Officer and Assistant Secretary | ||||||
39
Exhibit 10.1
William “Bill” Clement
1502 Birkdale Lane
Ponte Vedra Beach, FL 32082
Dear Bill:
It is my pleasure to extend the following offer of employment for the position of Vice President and Chief Commercial 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, subject to Board approval. If these terms are satisfactory, please sign and return this letter as indicated below on or before July 22, 2026.
Assumption of Duties: Your start date for you to assume the Position is anticipated to be on or around August 1, 2026 (the actual date you commence employment, the “Start Date”). 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.
Salary: Your annual base salary will be $450,000, 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).
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 “Committee.”) Any amounts that may be payable to you as bonus under the ICP with respect to the Company’s 2026 fiscal year will be pro-rated for your Start Date and will be paid to you when other bonuses under the ICP are paid to other senior executives of the Company. Except as otherwise set forth herein, you must be employed at the time of the payment in order to receive your bonus under the ICP. Your bonus payment under the ICP is subject to applicable taxes.
In addition, you are eligible for a one-time cash payment of $250,000 as compensation to you in recognition of you forgoing a pro-rata portion of your 2026 fiscal year bonus at your prior employer as a result of accepting this offer. This payment will be paid no later than March 31, 2027, subject to your continuous employment with the Company through such payment date. Such cash payment will be subject to repayment if your employment with Landstar is terminated for Cause (defined below) or if you resign without Good Reason (defined below), in either case within 24 months after your Start Date and will be subject to the Prior Employer Compensation Offset described below. This one-time cash payment is subject to applicable taxes.
COBRA Reimbursement: While waiting for your Landstar benefits to become effective, you will be reimbursed the expense of COBRA premium payments for up to two (2) months. This is a taxable benefit that will be reimbursed through payroll upon providing evidence of payment.
Equity: You are eligible for annual equity grants under Landstar System, Inc’s 2011 Equity Incentive Plan (the “Equity Incentive Plan”) with the initial such grants anticipated to occur in Q1 2027, subject in all respects to the discretion of the Committee. Each equity award described herein will be evidenced by a separate award agreement between you and the Company and will be subject to the terms and conditions set forth in the applicable award agreement and the Equity Incentive Plan. This eligibility is as follows:
| (A) | $500,000 grant of performance-related stock awards granted in the form of restricted stock units (PSUs). Vesting of the initial grant of PSUs is based on the percentage change in diluted earnings per share for the fiscal year ended as compared to the base year results rounded to the nearest whole number, less any amounts previously vested. Your initial grant of PSUs would use fiscal year 2026 as the base year and vesting would occur following the end of fiscal years 2029, 2030 and 2031. |
| (B) | $250,000 grant of restricted stock to vest pro rata on January 31, 2028, 2029 and 2030. 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 Equity Incentive Plan, you will be required to execute a restrictive covenant agreement, which will include, among other things, 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 as well as customary perpetual confidentiality provisions.
Sign-on: In addition to components of your compensation described above under “Salary,” “Bonus,” and “Equity,” you will be entitled to the following amounts as sign-on compensation:
| (A) | Equity |
1. A one-time grant of restricted stock with a value of $850,000 under the Equity Incentive Plan to be granted on your Start Date, subject to the terms and conditions of the Equity Incentive Plan and the applicable award agreement. Such shares of restricted stock shall vest as follows: 25% on February 1, 2027; 25% on August 1, 2027; 25% on February 1,
2028; and 25% on August 1, 2028; subject to your continued employment with Landstar through each such date.
2. A one-time $400,000 grant of performance-related stock awards granted in the form of restricted stock units (PSUs) subject to the terms of the Equity Incentive Plan and the applicable award agreement. Vesting of this one-time grant of PSUs is based on the percentage change in diluted earnings per share as of the end of each of 2028, 2029, and 2030 as compared to the base year results, using fiscal year 2025 as the base year, subject to such adjustments as determined by the Compensation Committee and less any amounts previously vested.
| (B) | Cash Awards |
A one-time cash retention payment of $250,000 payable in regular payroll period installments for the first 36 months following your Start Date, subject to your continuous employment with the Company through each payment date. Any portion of such cash payment made to you will be subject to repayment if your employment with Landstar is terminated for Cause or if you resign without Good Reason (as defined below), in either case within 36 months after your Start Date.
Prior Employer Compensation Offset: You represent that, as of the date you execute this letter, you do not expect to receive any payments from your prior employer relating to the foregone compensation that the Make-Whole Payments (defined as the $250,000 one-time cash payment described under “Bonus” and the $250,000 one-time cash retention payment described under “Sign-on: Cash Awards”) are intended to replace. If, at any time during the thirty-six (36) month period following your Start Date, you receive or become entitled to receive any cash payment, bonus, severance, settlement, or other compensation from your prior employer relating to such foregone compensation (a “Prior Employer Payment”), you agree to (a) notify the Company in writing within ten (10) business days of receipt, identifying the amount and nature of the Prior Employer Payment, and (b) repay to the Company, within sixty (60) days after the Company’s written demand, an amount equal to the Prior Employer Payment, allocated pro rata between the Make-Whole Payments, up to a maximum aggregate offset of $500,000; provided that, to the extent any portion of the Make-Whole Payments has not yet been paid to you, the Company may reduce or cancel future installments in lieu of requiring repayment.
Severance: In the event of a termination of your employment by the Company without Cause or by you with Good Reason on or prior to the fifth anniversary of your Start Date 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 promptly in a lump sum cash payment following the 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 (as defined below), 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 10 days after the expiration of the cure period.
Change in Control: You will be provided the opportunity to execute a Key Executive Employment Protection Agreement (“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 one (1) 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 payout of the Target Bonus amount 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 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, AD&D, and 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. In addition, you will be entitled to 15 paid vacation days per year during the 2026 calendar year and 20 paid vacation days per year thereafter under the Company’s vacation policy (which will be pro-rated for 2026 and, unless otherwise determined by the Company, available upon completion of 90 days of employment). You are also eligible for flex days in accordance with the Company policy.
We will honor your previously scheduled time off in August prior to your eligibility for paid time off.
Certain Definitions: As used herein, the following terms have the meaning set forth below.
| (A) | “Cause” for purposes of this offer letter means (i) your willful failure to perform substantially your duties as an employee of Landstar (other than due to physical or mental illness) after reasonable notice to you of such failure, (ii) your engagement in serious misconduct that is injurious to Landstar, (iii) your having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony or (iv) your breach of any material written policy of Landstar, or any written covenant or agreement with Landstar not to disclose any information pertaining to Landstar or not to compete or interfere with Landstar. |
| (B) | “Good Reason” shall, 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, have the meaning set forth in the KEEPA you execute with the Company, and at any other time shall mean the occurrence of any of the following, without your express written consent: (i) the assignment to you of any duties inconsistent in any material adverse respect with your position, authority or responsibilities or any other material adverse change in your position, including titles, authority or responsibilities; (ii) a material reduction in your annual base salary or the level of your incentive compensation opportunities then in effect, other than (x) an across-the-board reduction affecting the Company’s other senior executives or (y) an insubstantial or inadvertent reduction remedied by the Company promptly after receipt of notice thereof given by you; or (iii) the Company’s requiring you to be based at any office or location more than 50 miles from that location at which you performed services for the Company immediately prior to such relocation, except for travel reasonably required in the performance of your responsibilities; provided that you (x) provide the Company with (1) written notice of your intent to resign for Good Reason within thirty (30) days of the date of the occurrence of any of the events described in clauses (i) through (iii) and (2) a thirty (30) day cure period; and (y) failing cure, you actually terminate your employment within ten (10) days following the expiration of the cure period. |
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. |
| • | Approval by the Compensation Committee and/or Board of Directors, as applicable. |
Section 409A: This letter and all payments and benefits hereunder are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (“section 409A”) and will be interpreted accordingly. For purposes of Section 409A, your right to receive installment payments hereunder shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall be considered at all times as separate and distinct payment. Notwithstanding anything to the contrary, if you are a “specified employee” within the meaning of Section 409A at the time of your “separation from service,” any payment subject to Section 409A that is payable by reason of such separation from service and required to be delayed under Section 409A shall not unless otherwise permitted under Section 409A be paid before the date that is six months and one day following the separation from service.
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, Bill, we look forward to you joining Landstar System, Inc. and wish you a prosperous career here. Please indicate your acceptance of this offer by signing below no later than July 22, 2026.
Sincerely,
/s/ Frank A. Lonegro
Frank A. Lonegro
President and Chief Executive Officer
Landstar System, Inc.
Signature on following page
I accept the offer as stated above and intend to commence my employment on August 1, 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.
| Signature: | /s/ William Clement |
Date: 07/20/2026 |
Name: William Clement
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: October 28, 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: October 28, 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 September 26, 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: October 28, 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 September 26, 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: October 28, 2026
| /s/ James P. Todd |
| James P. Todd |
| Vice President, Chief Financial Officer and Assistant Secretary |