LSTR

8-K

LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2026-01-28 2026-01-28

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) January 28, 2026

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware

021238

06-1313069

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer 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 2.02 Results of Operations and Financial Condition

On January 28, 2026, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the fourth quarter of fiscal 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference. The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 7.01 Regulation FD Disclosure

A slide presentation, dated January 28, 2026, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on January 28, 2026 in connection with the Company’s release of results for the fourth quarter of fiscal 2025. The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1

Press Release, dated January 28, 2026, of Landstar System, Inc.

99.2

Slide Presentation, dated January 28, 2026, of Landstar System, Inc.

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: January 28, 2026

By:

/s/ James P. Todd

Name:

James P. Todd

Title:

Vice President, Chief Financial Officer and Assistant Secretary

8-K

LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2026-01-21 2026-01-21

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) January 21, 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 2.02 Results of Operations and Financial Condition

Landstar System, Inc. (NASDAQ: LSTR) (“Landstar” or the “Company”) today reported preliminary, unaudited financial results for the 2025 fourth quarter (the “Preliminary Q4 2025 Results”). The Company will release its full 2025 fourth quarter results after the market closes on Wednesday, January 28, 2026, and will then hold its quarterly conference call with analysts and investors at 4:30 p.m. ET that afternoon to discuss the fourth quarter results. Based on current information, the Company expects to report total revenue of $1,174 million in the 2025 fourth quarter, compared to $1,209 million in the 2024 fourth quarter, and basic and diluted earnings per share (“EPS”) of $0.70 for the 2025 fourth quarter, compared to $1.31 in the 2024 fourth quarter. Highly elevated insurance and claims costs of $56 million, including $22.0 million (or $0.49 per share) of discrete items as further described below, had a significant adverse impact on the Company’s anticipated results for the 2025 fourth quarter. The Company expects to report that during the 2025 fourth quarter, truck revenue per load increased approximately 1% compared to the 2024 fourth quarter, while the number of loads hauled via truck decreased approximately 1% compared to the 2024 fourth quarter. The Company attributes the increase in revenue per load on loads hauled via truck in the 2025 fourth quarter compared to the 2024 fourth quarter primarily to strength in revenue per load on loads hauled via unsided/platform equipment, partially offset by decreased revenue per load on loads hauled via van equipment, and the decrease in loads hauled via truck in the 2025 fourth quarter compared to the 2024 fourth quarter primarily to decreased van loadings, largely offset by increased unsided/platform loadings. Overall truck revenue per load increased approximately 6% from fiscal October 2025 to fiscal December 2025, which the Company attributes to supply driven catalysts in the truck capacity marketplace during the 2025 fourth quarter. The Company also expects to report 2025 fourth quarter operating income of $30 million, as well as cash and short-term investments of approximately $452 million as of December 27, 2025. As referenced above, the following items are expected to be reflected in insurance and claims for the 2025 fourth quarter:

1. $11.0 million, or $0.24 per share, of costs related to two separate tragic vehicular accidents which occurred during the 2025 fourth fiscal quarter. One of these two accidents was referenced in Part II, Item 5 of the Company’s Form 10-Q for the 2025 third quarter, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 28, 2025.

2. $5.7 million, or $0.13 per share, related to adverse development in the matter of Eduardo Cabral, et. al. v. Landstar Ranger, Inc., et. al. (the “Cabral Matter”). Reference is made to prior disclosure regar

8-K

LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2025-10-28 2025-10-28

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) October 28, 2025

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware

021238

06-1313069

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer 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 2.02 Results of Operations and Financial Condition

On October 28, 2025, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the third quarter of fiscal 2025. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference. The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 7.01 Regulation FD Disclosure

A slide presentation, dated October 28, 2025, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on October 28, 2025 in connection with the Company’s release of results for the third quarter of fiscal 2025. The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1

Press Release, dated October 28, 2025, of Landstar System, Inc.

99.2

Slide Presentation, dated October 28, 2025, of Landstar System, Inc.

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: October 28, 2025

By:

/s/ James P. Todd

Name:

James P. Todd

Title:

Vice President, Chief Financial Officer and Assistant Secretary