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 December 29, 2024 to March 29, 2025, the Company’s first fiscal quarter: Fiscal Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Programs Maximum Number of Shares That May Yet Be Purchased Under the Programs December 28, 2024 2,547,981 Dec. 29, 2024 – Jan. 25, 2025 —  $ —  —  2,547,981 Jan. 26, 2025 – Feb. 22, 2025 139,918 160.51 139,918 2,408,063 Feb. 23, 2025 – Mar. 29, 2025 246,400 153.83 246,400 2,161,663 Total 386,318 $ 156.25 386,318 (1) The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable. 33 Table of Contents On December 7, 2021, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,912,824 shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. This program was completed during the 2025 first fiscal quarter. On December 6, 2022, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,900,826 additional shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. On December 4, 2023, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 319,332 additional shares of its common stock from time to time in the open market and in privately negotiated transactions under its share purchase program. As of March 29, 2025, the Company had authorization to purchase in the aggregate up to 2,161,663 shares of its common stock under these programs. No specific expiration date has been assigned to the December 6, 2022 or December 4, 2023 authorizations. Dividends Landstar entered into the Second Amended and Restated Credit Agreement, dated July 1, 2022, with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”). The Credit Agreement 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.