LANDSTAR SYSTEM INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Purchases of Equity Securities by the Company The following table provides information regarding the Company’s purchase of its common stock during the period from March 28, 2021 to June 26, 2021, the Company’s second fiscal quarter: Fiscal Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number of Shares That May Yet Be Purchased Under the Programs March 27, 2021 1,821,030 March 28, 2021 – April 24, 2021 — $ — — 1,821,030 April 25, 2021 – May 22, 2021 — — — 1,821,030 May 23, 2021 – June 26, 2021 150,000 158.91 150,000 1,671,030 Total 150,000 $ 158.91 150,000 On December 9, 2019, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,849,068 shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. As of June 26, 2021, the Company had authorization to purchase in the aggregate up to 1,671,030 shares of its common stock under this program. No specific expiration date has been assigned to the December 9, 2019 authorization. Dividends On August 18, 2020, Landstar entered into an amended and restated credit agreement with a syndicate of banks and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock in the event there is a default under the Credit Agreement. In addition, the Credit Agreement, under certain circumstances, limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Leverage Ratio, as defined in the Credit Agreement, would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.