Landstar sets $300M credit facility to 2031

Rhea-AI Filing Summary

Landstar System, Inc. entered into a Third Amended and Restated Credit Agreement that provides a revolving credit facility with an initial aggregate principal amount of $300 million, plus an uncommitted accordion feature allowing up to an additional $500 million in increases.

The revolving credit facility has a termination date of June 30, 2031 and, as of June 30, 2026, there were no outstanding borrowings. Obligations are guaranteed by substantially all subsidiaries of Landstar System Holdings, Inc., subject to specified exceptions and alternative stock pledges for certain foreign-related subsidiaries.

The agreement adds covenants limiting additional indebtedness and lease obligations and requires the company to maintain minimum interest coverage and maximum net leverage ratios each quarter. It also defines change-of-control events of default, including if a person or group acquires 35% or more of the company’s outstanding capital stock or gains power to elect a majority of directors.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revolving credit facility size: $300 million Accordion feature capacity: $500 million Facility termination date: June 30, 2031 +2 more

5 metrics

Revolving credit facility size $300 million Initial aggregate principal amount under Restated Credit Agreement

Accordion feature capacity $500 million Uncommitted increases to revolving credit facility

Facility termination date June 30, 2031 End date of revolving credit facility commitments

Borrowings outstanding $0 No outstanding borrowings as of June 30, 2026

Change-of-control threshold 35% of capital stock Ownership level triggering event of default

Key Terms

Third Amended and Restated Credit Agreement, revolving credit facility, accordion feature, interest coverage ratio, +2 more

6 terms

Third Amended and Restated Credit Agreement financial

"entered into a Third Amended and Restated Credit Agreement among the Company, LSHI..."

revolving credit facility financial

"provide for a revolving credit facility in an initial aggregate principal amount of $300 million..."

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

accordion feature financial

"plus an uncommitted “accordion” feature permitting up to an additional $500 million..."

An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.

interest coverage ratio financial

"requiring the Company to maintain a minimum interest coverage ratio and a maximum net leverage ratio..."

A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.

net leverage ratio financial

"requiring the Company to maintain a minimum interest coverage ratio and a maximum net leverage ratio..."

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

event of default financial

"The Restated Credit Agreement provides for an event of default in the event, among other things, that a person or group acquires 35%..."

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

FAQ

What did Landstar System (LSTR) announce regarding its credit agreement?

Landstar System entered a Third Amended and Restated Credit Agreement, establishing a revolving credit facility of $300 million with an uncommitted $500 million accordion. The facility runs to June 30, 2031 and replaces a prior amended agreement.

How large is Landstar System’s new revolving credit facility?

The agreement provides an initial revolving credit facility of $300 million, plus an uncommitted accordion feature permitting up to an additional $500 million. This structure allows the overall facility size to be increased if lenders and the company agree to such expansions.

When does Landstar System’s amended credit facility terminate?

The revolving credit facility under the Third Amended and Restated Credit Agreement has a termination date of June 30, 2031. This date defines when lender commitments end, unless extended or refinanced through future agreements among the company and its lenders.

Does Landstar System currently have borrowings under the new credit facility?

As of June 30, 2026, there were no outstanding borrowings under the Restated Credit Agreement. The facility therefore represents available committed liquidity rather than existing debt drawn at the time of the company’s disclosure.

What financial covenants are included in Landstar System’s restated credit agreement?

The Restated Credit Agreement includes financial condition covenants requiring Landstar to maintain a minimum interest coverage ratio and a maximum net leverage ratio. These ratios are tested as of the last day of each fiscal quarter, as further described in the full agreement text.

What change-of-control events trigger default under Landstar’s credit agreement?

An event of default occurs if a person or group acquires 35% or more of Landstar’s outstanding capital stock, gains power to elect a majority of directors, or if directors cease to consist of a majority of Continuing Directors, as defined in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/06/2026 - 04:42 PM Accepted by SEC EDGAR 07/06/2026 - 04:42 PM Learn about SEC filing dates

LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2026-06-30 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 6, 2026 (June 30, 2026)

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware		021238		06-1313069
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

13410 Sutton Park Drive South, Jacksonville, Florida		32224
(Address of principal executive offices)		(Zip Code)

(904) 398-9400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		LSTR		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2026, Landstar System, Inc. (the “Company”) and its wholly-owned subsidiary, Landstar System Holdings, Inc. (“LSHI”), entered into a Third Amended and Restated Credit Agreement among the Company, LSHI, certain subsidiaries of LSHI as subsidiary guarantors, the lenders named therein and JPMorgan Chase Bank, N.A. as administrative agent (the “Restated Credit Agreement”). The Restated Credit Agreement amends and restates the existing second amended and restated credit agreement in order to, among other things, (i) provide for a revolving credit facility in an initial aggregate principal amount of $300 million, plus an uncommitted “accordion” feature permitting up to an additional $500 million in increases to such revolving credit facility, (ii) provide for a termination date of June 30, 2031 for such revolving credit facility, (iii) make certain changes to the covenants and (iv) make such other changes in the Restated Credit Agreement as agreed among the Company, the administrative agent and the lenders. As of June 30, 2026, there were no outstanding borrowings under the Restated Credit Agreement.

The obligations under the Restated Credit Agreement are guaranteed by substantially all of LSHI’s subsidiaries, subject to certain exceptions more particularly set forth in the Restated Credit Agreement, including the exception set forth in the next succeeding sentence, and are unsecured, other than as noted in the next succeeding sentence. In lieu of any guarantee that would otherwise be required to be provided by certain foreign subsidiaries or domestic subsidiaries that are foreign subsidiary holding companies (as further defined in the Restated Credit Agreement, “FSHCOs”), LSHI and subsidiary guarantors, as applicable, may pledge stock they hold in an amount not exceeding 65% of the voting stock and 100% of the non-voting stock of each such foreign subsidiary or FSHCO. Subsidiaries of LSHI that do not constitute guarantors include two FSHCOs for which the alternative provision of a pledge of stock has been made.

The Restated Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness and the incurrence of operating or finance lease obligations. The Restated Credit Agreement also includes financial condition covenants requiring the Company to maintain a minimum interest coverage ratio and a maximum net leverage ratio, in each case, tested as of the last day of each fiscal quarter of the Company as further described in the Restated Credit Agreement.

The Restated Credit Agreement provides for an event of default in the event, among other things, that a person or group acquires 35% or more of the outstanding capital stock of the Company, obtains the 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 Restated Credit Agreement.

The foregoing description of the Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Credit Agreement, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated into Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit No.		Description
10.1		Third Amended and Restated Credit Agreement, dated as of June 30, 2026, among Landstar System Holdings, Inc., the Company, the lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (including exhibits and schedules thereto).
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

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 hereunto duly authorized.

				LANDSTAR SYSTEM, INC.
Date: July 06, 2026				By:		/s/ James P. Todd
						Name: James P. Todd
						Title:  Vice President, Chief Financial Officer and Assistant Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 1005.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB