What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 139 added, 74 removed, 270 unchanged (44% of the section changed)

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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.

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.

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unfavorable development of existing accident claims;

substantial verdicts or settlements rendered in connection with accidents or other claims;

dependence on third party insurance companies;

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regulations focused on diesel emissions and other air quality matters;

regulations requiring the purchase and use of zero-emission vehicles;

regulations requiring the purchase and use of zero-emission

intellectual property;

acquisitions and investments;

and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K for the 2025 fiscal year, described in Item 1A “Risk Factors,” in this report or in Landstar’s other Securities and Exchange Commission filings from time to time.

and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10-K

for the 2025 fiscal year, described in Item 1A “Risk Factors,” in this report or in Landstar’s other Securities and Exchange Commission filings from time to time.

These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated.

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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.

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.

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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.

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Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue.

During the thirteen weeks ended March 28, 2026, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 41%, 52% and 2%, respectively, of the Company’s consolidated revenue.

Collectively, revenue generated by air and ocean cargo carriers represented approximately 4% of the Company’s consolidated revenue in the thirteen-week period ended March 28, 2026.

During the twenty-six weeks ended June 27, 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 twenty-six-week period ended June 27, 2026.

The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly owned offshore insurance subsidiary, and Risk Management Claim Services, Inc.

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Revenue at the insurance segment represents reinsurance premiums from third party insurance companies that provide insurance programs to BCO Independent Contractors where all or a portion of the risk is ultimately borne by Signature.

Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for the thirteen-week period ended March 28, 2026.

Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for the twenty-six-week period ended June 27, 2026.

Changes in Financial Condition and Results of Operations

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The following table summarizes this information by trailer type for truck transportation and by mode for all others:

Twenty-Six Weeks Ended

Thirteen Weeks Ended

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The following table summarizes the number of available truck capacity providers on the dates indicated:

June 27, 2026

June 28, 2025

BCO Independent Contractors

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Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.

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 twenty-six-week period ended June 28, 2025 included a $4.8 million expense relating to this matter.

Insurance and claims

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Beginning with the policy year period commencing May 1, 2025, the Company and its third party insurance providers adjusted the applicable policy year period, beginning in 2026, to commence on June 1 and end on the subsequent May 31.

All applicable third party insurance arrangements with a policy period ending April 30, 2026, have been amended to provide for a policy period ending May 31, 2026, as reflected below.

Effective May 1, 2023, the Company entered into a three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2023 Initial Excess Policy”) with a third party insurance company.

For commercial trucking claims incurred on or after May 1, 2023 through May 31, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $18 million over the thirty-seven-month term ending May 31, 2026.

After payment of the deductible, the 2023 Initial Excess Policy provides for a limit for a single loss of $5 million, with an aggregate limit of $15 million for the thirty-seven-month term ending May 31, 2026.

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.

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In addition, under reinsurance arrangements by Signature of certain risks of the Company’s BCO Independent Contractors, the Company retains liability of up to $500,000, $1,000,000 or $2,000,000 with respect to certain occupational accident claims and up to $750,000 with respect to certain workers’ compensation claims.

The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company is reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage.

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 this Quarterly Report on Form 10-Q 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 thirteen-week period ended March 28, 2026, employee compensation and benefits accounted for approximately 66% of the Company’s selling, general and administrative costs.

During the twenty-six-week period ended June 27, 2026, employee compensation and benefits accounted for approximately 64% 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.

Selling, general and administrative costs during the thirteen-week period ended March 29, 2025 included a $4.8 million expense related to this matter.

Depreciation and amortization

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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 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:

Twenty-Six Weeks Ended

Thirteen Weeks Ended

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Variable contribution margin on revenue generated from shipments hauled by railroads, air cargo carriers, ocean cargo carriers and Truck Brokerage Carriers, other than those under retention contracts, is variable in nature, as the Company’s contracts with independent commission sales agents provide commissions to agents at a contractually agreed upon percentage of the amount represented by revenue less purchased transportation for these types of shipments.

Approximately 45% of the Company’s consolidated revenue in the thirteen-week period ended March 28, 2026 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while 55% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.

Approximately 44% of the Company’s consolidated revenue in the twenty-six-week period ended June 27, 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

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and (iv) management considers this financial information in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.

Twenty-Six Weeks Ended

Thirteen Weeks Ended

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Operating income as % of variable contribution

The increase in operating income as a percentage of gross profit from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in gross profit, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger gross profit base, and the impact of the supply chain fraud matter in the 2025 thirteen-week period and decreased insurance and claims costs in the 2026 thirteen-week period.

The increase in operating income as a percentage of variable contribution from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in variable contribution, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs across a larger variable contribution base, and the impact of the supply chain fraud matter in the 2025 thirteen-week period and decreased insurance and claims costs in the 2026 thirteen-week period.

The increase in operating income as a percentage of gross profit from the 2025 twenty-six-week period to the 2026 twenty-six-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in gross profit, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger gross profit base, and the impact of the supply chain fraud matter in the 2025 twenty-six-week period.

The decrease 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 an increased provision for incentive compensation in the 2026 thirteen-week period.

The increase in operating income as a percentage of variable contribution from the 2025 twenty-six-week period to the 2026 twenty-six-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in variable contribution, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs across a larger variable contribution base, and the impact of the supply chain fraud matter in the 2025 twenty-six-week period.

The slight increase in operating income as a percentage of variable contribution from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase in operating income occurring at a slightly more rapid percentage rate than the increase in variable contribution, as the Company was able to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger variable contribution base, almost entirely offset by increased insurance and claims costs and an increased provision for incentive compensation in the 2026 thirteen-week period.

Also, as previously mentioned, the Company reports two operating segments:

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and (4) the insurance segment has no depreciation and amortization.

THIRTEEN WEEKS ENDED MARCH 28, 2026 COMPARED TO THIRTEEN WEEKS ENDED MARCH 29, 2025

TWENTY-SIX WEEKS ENDED JUNE 27, 2026 COMPARED TO TWENTY-SIX WEEKS ENDED JUNE 28, 2025

Revenue for the 2026 twenty-six-week period was $2,603,555,000, an increase of $239,670,000, or 10%, compared to the 2025 twenty-six-week period.

Transportation revenue increased $240,334,000, or 10%.

The increase in transportation revenue was attributable to an increased revenue per load of approximately 11%, while the number of loads was relatively flat as compared to the 2025 twenty-six-week period.

Reinsurance premiums were $28,789,000 and $29,453,000 for the 2026 and 2025 twenty-six-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 twenty-six-week period compared to the 2025 twenty-six-week period.

Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2026 twenty-six-week period was $2,416,159,000, representing 93% of total revenue, an increase of $248,303,000, or 11%, compared to the 2025 twenty-six-week period.

Revenue per load on loads hauled by third party truck capacity providers increased approximately 12% in the 2026 twenty-six-week period compared to the 2025 twenty-six-week period, while the number of loads hauled by third party truck capacity providers was relatively flat in the 2026 twenty-six-week period compared to the 2025 twenty-six-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 twenty-six-week period and the impact of higher diesel fuel costs on loads hauled via Truck Brokerage Carrier.

During the 2026 twenty-six-week period, revenue per load on less-than-truckload loadings increased 19%, on loads hauled via unsided/platform equipment increased 16%, and on loads hauled via van equipment increased 11%, while revenue per load on other truck transportation services decreased 9%, in each case, as compared to the 2025 twenty-six-week period.

The number of loads hauled via truck for the 2026 twenty-six-week period compared to the 2025 twenty-six-week period was relatively flat.

Loads hauled via other truck transportation services increased 6%, loads hauled via van equipment increased 1% and loads hauled via unsided/platform equipment were relatively flat, while less-than-truckload loadings decreased 14%, in each case, as compared to the 2025 twenty-six-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 $71,237,000 and $54,016,000 in the 2026 and 2025 twenty-six-week periods, respectively.

It should be noted that billings to many customers of the Company’s truck brokerage services include a single all-in rate that do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers.

Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.

Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2026 twenty-six-week period was $144,788,000, or 6% of total revenue, a decrease of $11,153,000, or 7%, compared to the 2025 twenty-six-week period.

The number of loads hauled by multimode capacity providers decreased approximately 5% in the 2026 twenty-six-week period compared to the 2025 twenty-six-week period, and revenue per load on revenue generated by multimode capacity providers decreased approximately 2% over the same period.

The decrease in the number of loads hauled by multimode capacity providers was due to a 19% decrease in ocean loadings and an 8% decrease in air loadings, while rail loadings increased 8%.

The 19% decrease in ocean loadings was broad-based with decreases at several customers.

The 8% decrease in air loadings was primarily attributable to decreases at two specific agencies.

The 8% increase in rail loadings was primarily attributable to increased loadings at one specific agency.

Revenue per load on loads hauled via ocean decreased approximately 1%, while air and rail intermodal revenue per load increased approximately 23% and 10%, respectively, during the 2026 twenty-six-week period as compared to the 2025 twenty-six-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 twenty-six-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 twenty-six-week period.

The increase in revenue per load on loads hauled by rail intermodal carriers was attributable to increases at several specific customers during the 2026 twenty-six-week period.

Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity.

Purchased transportation was 78.0% and 77.8% of revenue in the 2026 and 2025 twenty-six-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 7.7% and 8.2% of revenue in the 2026 and 2025 twenty-six-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 $5,679,000 and $7,327,000 in the 2026 and 2025 twenty-six-week periods, respectively.

The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 twenty-six-week period and lower average rates of return on investments during the 2026 twenty-six-week period.

Other operating costs increased $1,321,000 in the 2026 twenty-six-week period compared to the 2025 twenty-six-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 twenty-six-week period referenced above under “ Expenses - Other operating costs, net of gains on asset sales/dispositions.”

Insurance and claims increased $4,622,000 in the 2026 twenty-six-week period compared to the 2025 twenty-six-week period.

The increase in insurance and claims expense compared to the prior year was primarily due to increased net unfavorable development of prior years’ claims in the 2026 twenty-six-week period and increased BCO miles traveled during the 2026 twenty-six-week period, partially offset by decreased frequency of both current year trucking and current year cargo claims during the 2026 twenty-six-week period.

During the 2026 and 2025 twenty-six-week periods, insurance and claims costs included $15,393,000 and $13,641,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

Selling, general and administrative costs increased $11,870,000 in the 2026 twenty-six-week period compared to the 2025 twenty-six-week period.

The increase in selling, general and administrative costs compared to prior year was primarily attributable to increased provisions for incentive compensation and stock-based compensation expense and increased wages, partially offset by a decreased provision for customer bad debt in the 2026 twenty-six-week period.

Included in selling, general and administrative costs was incentive compensation expense of $9,832,000 and $1,950,000, respectively, and stock-based compensation expense of $5,420,000 and $3,657,000, respectively, for the 2026 and 2025 twenty-six-week periods.

Depreciation and amortization decreased $3,406,000 in the 2026 twenty-six-week period compared to the 2025 twenty-six-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 twenty-six-week period.

Interest and debt expense increased $791,000 in the 2026 twenty-six-week period compared to the 2025 twenty-six-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 twenty-six-week periods were based on estimated annual effective income tax rates of 25.1% and 24.3%, respectively, adjusted for discrete events, such as excess tax benefits or deficiencies resulting from stock-based awards.

The effective income tax rate for the 2026 twenty-six-week period was 25.2%.

The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2026 period primarily attributable to state taxes.

The effective income tax rate for the 2025 twenty-six-week period was 24.7%.

The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2025 period primarily attributable to state taxes.

Net income was $88,391,000, or $2.60 per basic and diluted share, in the 2026 twenty-six-week period.

Net income was $71,699,000, or $2.05 per basic and diluted share, in the 2025 twenty-six-week period.

THIRTEEN WEEKS ENDED JUNE 27, 2026 COMPARED TO THIRTEEN WEEKS ENDED JUNE 28, 2025

Revenue for the 2026 thirteen-week period was $1,432,264,000, an increase of $220,881,000, or 18%, compared to the 2025 thirteen-week period.

Transportation revenue increased $221,078,000, or 18%.

The increase in transportation revenue was attributable to an increased revenue per load of approximately 4%, while the number of loads hauled decreased approximately 3% as compared to the 2025 thirteen-week period.

The increase in transportation revenue was attributable to an increased revenue per load of approximately 16% and an increased number of loads hauled of approximately 2% as compared to the 2025 thirteen-week period.

Reinsurance premiums were $14,499,000 and $14,696,000 for the 2026 and 2025 thirteen-week periods, respectively.

The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2026 thirteen-week period was $1,082,281,000, representing 92% of total revenue, an increase of $32,563,000, or 3%, compared to the 2025 thirteen-week period.

Revenue per load on loads hauled by third party truck capacity providers increased approximately 6% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, while the number of loads hauled by third party truck capacity providers decreased approximately 2% in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The increase in revenue per load on loads hauled via truck was primarily due to increased revenue per load on loads hauled via unsided/platform equipment, which was partially attributable to an increase in the percentage of revenue contributed by heavy/specialized equipment, which typically has a higher revenue per load than unsided/platform loadings transported using standard flatbed and other less specialized pieces of platform equipment.

During the 2026 thirteen-week period, revenue per load on loads hauled via unsided/platform equipment increased 11%, on less-than-truckload loadings increased 8% and on loads hauled via van equipment increased 5%, while revenue per load on other truck transportation services decreased 11%, in each case, as compared to the 2025 thirteen-week period.

The decrease in the number of loads hauled via truck for the 2026 thirteen-week period compared to the 2025 thirteen-week period was primarily due to decreased demand from the 2025 thirteen-week period for the Company’s van, unsided/platform and less-than-truckload services and, secondarily, due to efforts by customers in the 2025 first quarter to “pull-forward” shipments typically scheduled to occur later in the year in an effort to avoid the potential impact of tariffs that subsequently may have become effective in fiscal year 2025.

Loads hauled via van equipment decreased 4%, loads hauled via unsided/platform equipment decreased 2% and loads hauled via less-than-truckload loadings decreased 2%, while loads hauled via other truck transportation services increased 5%, in each case, as compared to the 2025 thirteen-week period.

Truck transportation revenue generated by third party truck capacity providers for the 2026 thirteen-week period was $1,333,878,000, representing 93% of total revenue, an increase of $215,740,000, or 19%, compared to the 2025 thirteen-week period.

Revenue per load on loads hauled by third party truck capacity providers increased approximately 17% 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 2% in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The increase in revenue per load on loads hauled via truck was primarily due to 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.

During the 2026 thirteen-week period, revenue per load on less-than-truckload loadings increased 32%, via unsided/platform equipment increased 20% and on loads hauled via van equipment increased 16%, while revenue per load on other truck transportation services decreased 8%, in each case, 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 and, secondarily, due to efforts by customers in the 2025 first quarter to “pull-forward” shipments typically scheduled to occur later in the year in an effort to avoid the potential impact of tariffs that subsequently may have become effective in fiscal year 2025.

Loads hauled via other truck transportation services increased 7%, loads hauled via van equipment increased 5% and loads hauled via unsided/platform equipment increased 2%, while less-than-truckload loadings decreased 25%, 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 $44,546,000 and $27,091,000 in the 2026 and 2025 thirteen-week periods, respectively.

Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.

Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2026 thirteen-week period was $67,283,000, or 6% of total revenue, a decrease of $15,841,000, or 19%, compared to the 2025 thirteen-week period.

The number of loads hauled by multimode capacity providers decreased approximately 13% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and revenue per load on revenue generated by multimode capacity providers decreased approximately 7% over the same period.

The decrease in the number of loads hauled by multimode capacity providers was due to a 31% decrease in ocean loadings and a 12% decrease in air loadings, while rail loadings increased 7%.

The 31% decrease in ocean loadings was broad-based with decreases at several customers, which the Company partially attributes to efforts by customers in the 2025 first quarter to “pull-forward” shipments typically scheduled to occur later in the year in an effort to avoid the potential impact of tariffs that subsequently may have become effective in fiscal year 2025.

The 12% decrease in air loadings was primarily attributable to decreases at one specific agency.

The 7% increase in rail loadings was primarily attributable to increased loadings at one specific agency.

Revenue per load on loads hauled via air decreased approximately 3%, while ocean and rail intermodal increased approximately 4% and 3%, respectively, during the 2026 thirteen-week period as compared to the 2025 thirteen-week period.

The decrease in revenue per load on loads hauled by air cargo carriers was primarily attributable to decreases at several specific customers during the 2026 thirteen-week period.

The increase in revenue per load on loads hauled by ocean was primarily attributable to increases at several customers during the 2026 thirteen-week period.

Transportation revenue generated by multimode capacity providers for the 2026 thirteen-week period was $77,505,000, or 5% of total revenue, an increase of $4,688,000, or 6%, compared to the 2025 thirteen-week period.

Revenue per load on revenue generated by multimode capacity providers increased approximately 4% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and the number of loads hauled by multimode capacity providers increased approximately 3% over the same period.

Revenue per load on loads hauled via air and rail intermodal increased approximately 50% and 16%, respectively, while ocean revenue per load decreased approximately 5% during the 2026 thirteen-week period as compared to the 2025 thirteen-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 thirteen-week period.

The increase in revenue per load on loads hauled by rail intermodal carriers was broad-based with increases at multiple customers during the 2026 thirteen-week period.

The decrease in revenue per load on loads hauled by ocean was primarily attributable to decreases at several customers during the 2026 thirteen-week period.

The increase in the number of loads hauled by multimode capacity providers was due to a 9% increase in rail loadings, while air loadings decreased 5% and ocean loadings decreased 3%.

The 9% increase in rail loadings was primarily attributable to increased loadings at one specific agency.

The 5% decrease in air loadings was primarily attributable to decreases at one specific agency.

The 3% decrease in ocean loadings was broad-based with decreases at several customers.

Purchased transportation was 78.4% and 77.7% of revenue in the 2026 and 2025 thirteen-week periods, respectively.

The decrease in purchased transportation as a percentage of revenue was primarily due to an increased percentage of revenue generated by BCO Independent Contractors, which typically has a lower rate of purchased transportation than Truck Brokerage Carriers.

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 7.6% and 8.2% of revenue in the 2026 and 2025 thirteen-week periods, respectively.

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The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 thirteen-week period and lower average rates of return on investments during the 2026 thirteen-week period.

Other operating costs increased $2,971,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

Insurance and claims decreased $4,288,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The decrease in insurance and claims expense compared to the prior year was primarily due to decreased net unfavorable development of prior years’ claims in the 2026 thirteen-week period, partially offset by increased frequency of current year trucking claims during the 2026 thirteen-week period and increased BCO miles traveled during the 2026 thirteen-week period.

Other operating costs decreased $1,650,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The decrease in other operating costs compared to the prior year was primarily due to the reclassification of the approximately $4,800,000 expense relating to the supply chain fraud matter referenced above under “ Expenses - Other operating costs, net of gains on asset sales/dispositions ” from selling, general and administrative costs in the 2025 thirteen-week period, partially offset by increased trailer equipment maintenance costs, increased trailer rental costs and decreased gains on sales of operating property in the 2026 thirteen-week period.

Insurance and claims increased $8,910,000 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 due to increased net unfavorable development of prior years’ claims in the 2026 thirteen-week period, increased BCO miles traveled during the 2026 thirteen-week period and increased severity of current year trucking claims during the 2026 thirteen-week period, partially offset by decreased frequency of both current year trucking and current year cargo claims during the 2026 thirteen-week period.

During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $10,505,000 and $2,289,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

Selling, general and administrative costs decreased $617,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The decrease in selling, general and administrative costs compared to prior year was primarily attributable to approximately $4,800,000 of expense relating to the supply chain fraud matter referenced above under “ Expenses—Selling, general and administrative” in the 2025 thirteen-week period and a decreased provision for customer bad debt, almost entirely offset by an increased provision for incentive compensation and increased employee benefit costs in the 2026 thirteen-week period.

Included in selling, general and administrative costs was incentive compensation expense of $3,396,000 and $1,000,000, respectively, for the 2026 and 2025 thirteen-week periods.

Selling, general and administrative costs increased $12,487,000 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, reclassification of the approximately $4,800,000 expense relating to the supply chain fraud matter referenced above under “ Expenses - Other operating costs, net of gains on asset sales/dispositions” to other operating costs in the 2025 thirteen-week period, increased stock-based compensation expense and increased information technology project consulting fees, partially offset by decreased employee benefit costs, primarily attributable to decreased medical and pharmacy costs under the self-insured portion of the Company’s medical plan, in the 2026 thirteen-week period.

Included in selling, general and administrative costs was incentive compensation expense of $6,436,000 and $950,000, respectively, and stock-based compensation expense of $2,933,000 and $1,619,000, respectively, for the 2026 and 2025 thirteen-week periods.

Depreciation and amortization decreased $1,740,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The year-over-prior-year change in interest and debt expense (income) was $677,000, with net interest and debt expense of $518,000 in the 2026 thirteen-week period compared to net interest and debt income of $159,000 in 2025 thirteen-week period.

The increase in interest and debt expense (income) was primarily attributable to decreased interest income earned on cash balances held by the transportation logistics segment, partially offset by decreased interest expense related to finance lease obligations.

Interest and debt expense increased $114,000 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 25.1% and 24.3%, respectively, adjusted for discrete events, such as excess tax benefits or deficiencies resulting from stock-based awards.

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CAPITAL RESOURCES AND LIQUIDITY

Working capital and the ratio of current assets to current liabilities were $552,881,000 and 1.9 to 1, respectively, at March 28, 2026, compared with $520,486,000 and 1.7 to 1, respectively, at December 27, 2025.

Working capital and the ratio of current assets to current liabilities were $597,123,000 and 1.8 to 1, respectively, at June 27, 2026, compared with $520,486,000 and 1.7 to 1, respectively, at December 27, 2025.

Landstar has historically operated with current ratios within the range of 1.5 to 1 to 2.0 to 1.

Cash provided by operating activities was $78,211,000 in the 2026 thirteen-week period compared with $55,698,000 in the 2025 thirteen-week period.

The increase in cash flow provided by operating activities was primarily attributable to the timing of payments of accounts payable and the impact of increased net income, partially offset by the timing of payments of insurance claims.

The Company declared and paid $0.40 per share, or $13,614,000 in the aggregate, in cash dividends during the thirteen-week period ended March 28, 2026 and, during such period, also paid $68,117,000 of dividends payable which were declared in December 2025 and included in current liabilities in the consolidated balance sheet at December 27, 2025.

The Company declared and paid $0.36 per share, or $12,688,000 in the aggregate, in cash dividends during the thirteen-week period ended March 29, 2025 and, during such period, also paid $70,632,000 of dividends payable which were declared in December 2024 and included in current liabilities in the consolidated balance

sheet at December 28, 2024.

During the thirteen-week period ended March 28, 2026, the Company purchased 150,923 shares of its common stock at a total cost of $22,587,000, including $22,387,000 in cash purchases and accrued excise tax of $200,000, which is included in other current liabilities in the consolidated balance sheet at March 28, 2026.

During the thirteen-week period ended March 29, 2025, the Company purchased 386,318 shares of its common stock at a total cost of $60,945,000, including $60,361,000 in cash purchases and accrued excise tax of $584,000, which was included in other current liabilities in the consolidated balance sheet at March 29, 2025.

As of March 28, 2026, the Company may purchase in the aggregate up to 1,115,195 shares of its common stock under its authorized stock purchase programs.

Long-term debt, including current maturities, was $69,266,000 at March 28, 2026, $7,556,000 lower than at December 27, 2025.

Shareholders’ equity was $798,976,000, or 92% of total capitalization (defined as long-term debt including current maturities plus equity), at March 28, 2026, compared to $795,665,000, or 91% of total capitalization, at December 27, 2025.

The increase in shareholders’ equity was primarily the result of net income, almost entirely offset by purchases of shares of the Company’s common stock and dividends declared by the Company in the 2026 thirteen-week period.

On July 1, 2022, Landstar entered into a second amended and restated credit agreement with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent (as further amended as of June 21, 2024, the “Credit Agreement”).

The Credit Agreement, which matures July 1, 2027, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $45,000,000 of which may be utilized in the form of letters of credit.

The Credit Agreement also includes an “accordion” feature providing for a possible increase of up to an aggregate amount of borrowing capacity of $600,000,000.

Cash provided by operating activities was $27,810,000 in the 2026 twenty-six-week period compared with $62,836,000 in the 2025 twenty-six-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 $0.80 per share, or $27,181,000 in the aggregate, in cash dividends during the twenty-six-week period ended June 27, 2026 and, during such period, also paid $68,117,000 of dividends payable which were declared in December 2025 and included in current liabilities in the consolidated balance sheet at December 27, 2025.

The Company declared and paid $0.76 per share, or $26,604,000 in the aggregate, in cash dividends during the twenty-six-week period ended June 28, 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 twenty-six-week period ended June 27, 2026, the Company purchased 150,923 shares of its common stock at a total cost of $22,563,000, including $22,387,000 in cash purchases and accrued excise tax of $176,000, which is included in other current liabilities in the consolidated balance sheet at June 27, 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 twenty-six-week period ended June 28, 2025, the Company purchased 686,459 shares of its common stock at a total cost of $103,295,000, including $102,300,000 in cash purchases and accrued excise tax of $995,000, which was included in other current liabilities in the consolidated balance sheet at June 28, 2025.

As of June 27, 2026, the Company may purchase in the aggregate up to 1,115,195 shares of its common stock under its authorized stock purchase programs.

Long-term debt, including current maturities, was $66,774,000 at June 27, 2026, $10,048,000 lower than at December 27, 2025.

Shareholders’ equity was $836,730,000, or 93% of total capitalization (defined as long-term debt including current maturities plus equity), at June 27, 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 dividends declared by the Company and purchases of shares of the Company’s common stock in the 2026 twenty-six-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 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 (the “Third Amended and Restated Credit Agreement”) which amended and restated the existing second amended and restated credit agreement.

The Third Amended and Restated 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 Third Amended and Restated Credit Agreement also includes an uncommitted “accordion” feature permitting up to an additional $500,000,000 in increases to the revolving credit facility.

The Third Amended and Restated Credit Agreement is also referred to herein as the “Credit Agreement.” As of June 27, 2026, the Company had no borrowings outstanding under the Credit Agreement.

The Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness.

The Company is required to, among other things, maintain a minimum fixed charge coverage ratio, as described in the Credit Agreement, and maintain a Leverage Ratio, as defined in the Credit Agreement, below a specified maximum.

The 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 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.

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 the Company to be materially restrictive to the Company’s operations, capital resources or liquidity.

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.

At March 28, 2026, the Company had no borrowings outstanding and $34,916,000 of letters of credit outstanding under the Credit Agreement.

At March 28, 2026, there was $265,084,000 available for future borrowings under the Credit Agreement and access to an additional $300,000,000 under the Credit Agreement’s “accordion” feature.

In addition, the Company has $75,331,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments totaling $83,701,000 at March 28, 2026.

At June 27, 2026, the Company had no borrowings outstanding and $34,886,000 of letters of credit outstanding under the Credit Agreement.

At June 27, 2026, there was $265,114,000 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 June 27, 2026.

Investments, all of which are carried at fair value, include primarily investment-grade bonds, asset-backed securities, commercial paper and U.S.

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In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements.

During the 2026 thirteen-week period, the Company purchased $5,814,000 of operating property.

During the 2026 twenty-six-week period, the Company purchased $8,714,000 of operating property and acquired $5,197,000 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 $105,000,000 in operating property consisting primarily of new trailing equipment to replace older trailing equipment and information technology hardware and software.

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Historically, the Company has experienced both favorable and unfavorable development of prior years’ claims estimates within its various programs.

During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $4,888,000 and $11,352,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims liability at March 28, 2026, primarily due to the inherent difficulty in estimating the severity of commercial trucking claims and the potential judgment or settlement amount that may be incurred in connection with the resolution of such claims.

During the 2026 and 2025 twenty-six-week periods, insurance and claims costs included $15,393,000 and $13,641,000 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 June 27, 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis