LANDSTAR SYSTEM INC 8-K

What Happened

• Landstar System, Inc. and its subsidiary Landstar System Holdings, Inc. entered into a Third Amended and Restated Credit Agreement dated June 30, 2026, with JPMorgan Chase Bank, N.A. as administrative agent and participating lenders. The agreement provides an initial $300 million revolving credit facility and an uncommitted accordion option to increase capacity by up to $500 million.

Key Details

• Facility size: $300 million initial revolving credit facility; accordion: up to an additional $500 million (total potential $800 million).
• Maturity/termination: June 30, 2031.
• Availability: As of June 30, 2026, there were no outstanding borrowings under the agreement.
• Guarantees & security: Obligations are guaranteed by substantially all LSHI subsidiaries (with specified exceptions); certain foreign subsidiaries/FSHCOs may provide pledges of stock (up to 65% of voting stock and 100% of non-voting stock) instead of guarantees.
• Covenants & defaults: The agreement limits incurrence of additional indebtedness and lease obligations and includes financial covenants (minimum interest coverage ratio and maximum net leverage ratio, tested quarterly). It also includes a change-of-control default trigger (e.g., acquisition of 35%+ stock or loss of a majority of Continuing Directors).

Why It Matters

• The new credit agreement establishes a sizeable, multi-year revolving facility and optional expansion that provides Landstar with committed liquidity capacity and financial flexibility through mid-2031.
• At the same time, the agreement imposes covenants and change-of-control provisions that could restrict certain financing, leasing or capital activities unless covenant tests are met. Investors should note there were no borrowings as of the filing date, so this is a backstop facility rather than new immediate debt.