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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-24 · 247 added, 184 removed, 609 unchanged (41% of the section changed)

9 unchanged sentences

Other receivables, including advances to independent contractors, less allowance of $ 18,759 and $ 17,812

Assets held for sale

Other current assets

8 unchanged sentences

Dividends payable

Liabilities held for sale

Other current liabilities

25 unchanged sentences

Depreciation and amortization

Impairment of intangible and other assets

Total costs and expenses

Operating income

Interest and debt (income) expense

Interest and debt expense (income)

Income before income taxes

9 unchanged sentences

Other comprehensive income (loss):

Unrealized holding gains (losses) on available-for-sale

investments, net of tax expense (benefit) of $ 604 , $ 942 and ($ 2,345 )

Foreign currency translation (losses) gains

Other comprehensive (loss) income

Unrealized holding gains on available-for-sale

investments, net of tax expense of $ 660 , $ 604 and $ 942

Foreign currency translation gains (losses)

Other comprehensive income (loss)

Comprehensive income

11 unchanged sentences

Gains on sales/disposals of operating property

Impairment of intangible and other assets

Deferred income taxes, net

1 unchanged sentence

Changes in operating assets and liabilities:

Decrease in trade and other accounts receivable

(Increase) decrease in trade and other accounts receivable

Increase in other assets

Decrease in accounts payable

Increase (decrease) in other liabilities

(Decrease) increase in other liabilities

Increase (decrease) in insurance claims

5 unchanged sentences

Proceeds from sales of operating property

Purchase of non-marketable

NET CASH USED BY INVESTING ACTIVITIES

2 unchanged sentences

Dividends paid

Payment for debt issue costs

Proceeds from exercises of stock options

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents at end of period

(Decrease) increase in cash and cash equivalents, including cash and cash equivalents classified as assets held for sale

Net change in cash and cash equivalents classified as assets held for sale

Net change in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

See accompanying notes to consolidated financial statements.

13 unchanged sentences

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance December 30, 2023

9 unchanged sentences

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance December 27, 2025

28 unchanged sentences

A days in transit output method is used to measure the progress of the performance of the Company’s freight transportation services as of the reporting date and a portion of the total revenue that will be billed to the customer once a load is delivered is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period.

Reinsurance premiums of the insurance segment are recognized over the period earned, which is usually on a monthly basis.

Reinsurance premiums of the insurance segment are recognized over the period earned, which is usually on a m onthl

Fuel surcharges billed to customers for freight hauled by independent contractors who provide truck capacity to the Company under exclusive lease arrangements (the “BCO Independent Contractors”) are excluded from revenue and paid in entirety to the BCO Independent Contractors.

16 unchanged sentences

Landstar retains liability through a self-insured retention for commercial trucking claims up to $ 5 million per occurrence.

The Company also maintains third party insurance arrangements providing coverage for commercial trucking liabilities in excess of $ 5

Historically, these third party insurance arrangements were based on policy year periods beginning on May 1 and ending on the subsequent April 30.

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 April 30, 2026, the 2023 Initial Excess Policy provides for an aggregate deductible of $ 18 million over the thirty-six-month

term ending April 30, 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-six-month

term ending April 30, 2026.

The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of

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.

The Company also maintains third party insurance arrangements providing excess coverage for commercial trucking liabilities in excess of $ 10 million.

These third party arrangements provide coverage on a per occurrence or aggregated basis.

The Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $ 10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentials between proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage.

The Company from year to year manages the level of its financial exposure to commercial trucking claims in excess of $ 10 million, including through the use of additional self-insurance, deductibles, aggregate loss limits, quota shares and other structured arrangements with third party insurance companies, based on the availability of coverage within certain excess insurance coverage layers and estimated cost differentia ls bet

ween proposed premiums from third party insurance companies and historical and actuarially projected losses experienced by the Company at various levels of excess insurance coverage.

Further, the Company retains liability of up to $ 2,000,000 for each general liability claim, $ 250,000 for each workers’ compensation claim and $ 250,000 for each cargo claim.

In addition, under reinsurance arrangements by Signature Insurance Company (“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.

Tires purchased as part of trailing equipment are capitalized as part of the cost of the equipment.

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.

Tires purchased as part of trailing equipment are capitalized as part of the cost of the e quipm

Replacement tires are charged to expense when placed in service.

Cash, Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

Included in cash and cash equivalents are all investments, except those provided for collateral, with an original maturity of 3 months or less.

At December 28, 2024, December 30, 2023 and December 31, 2022, the Company had no restricted cash held by the Company’s insurance segment.

At December 25, 2021, the Company had $ 4,049 ,000 of restricted cash held by the Company’s insurance segment included in the short-term investments balance of $ 35,778 ,000, providing collateral, along with certain other investments, for the letters of credit issued to guarantee payment of insurance claims.

Financial Instruments

33 unchanged sentences

Information technology hardware and software is generally being depreciated over 3 to 7 years.

The Company evaluates its operating property whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with ASC 360, Property, Plant and Equipment

When such events or changes in circumstances occur, a recoverability test is performed based on projected undiscounted cash flows expected to be realized from the use and eventual disposition of the asset or asset group.

An impairment is recorded for any excess of the carrying amount over the estimated fair value.

Fair value is determined based on quoted market values, discounted cash flows or external appraisals, as appropriate.

Goodwill represents the excess of the purchase price paid over the fair value of the net assets of acquired businesses.

3 unchanged sentences

permits an initial assessment, commonly referred to as “step zero,” of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and also provides a basis for determining whether it is necessary to perform the quantitative analysis required by ASC Topic 350.

In the fourth fiscal quarter of 2024, the Company performed the qualitative assessment of goodwill and determined it was more likely than not that the fair value of each of its reporting units would be greater than its carrying amount.

As further discussed in Note 14, during the third fiscal quarter of 2025, in connection with the decision to actively market Landstar Metro (as defined below), management identified a triggering event to perform a quantitative goodwill impairment test.

As part of its analysis, the Company used a combination of the discounted cash flow method and the market approach.

Based on the quantitative assessment, the Company concluded that Landstar Metro’s goodwill was impaired and recorded a non-cash

impairment charge of $

7,530,000 to goodwill within the transportation logistics segment.

In the fourth fiscal quarter of 2025, the Company performed its annual qualitative assessment of remaining goodwill and determined it was more likely than not that the fair value of each of its reporting units would be greater than its carrying amount.

Therefore, the Company determined it was not necessary to perform the quantitative goodwill impairment test.

Furthermore, there has been no historical impairment of the Company’s goodwill.

During fiscal year 2025, the change in the carrying amount of goodwill was primarily due to the $

, with the remaining change due to net foreign currency translation.

Income tax expense is equal to the current year’s liability for income taxes and a provision for deferred income taxes.

5 unchanged sentences

The fair value of an RSU with a performance condition is determined based on the market value of the Company’s Common Stock on the date of grant, discounted for lack of marketability for a minimum post-vesting holding requirement.

With respect to RSU awards with a performance condition, the Company reports compensation expense ratably over the life of the award based on an estimated number of units that will vest over the life of the award, multiplied by the fair value of an RSU.

With respect to RSU awards with a performance condition, the Company reports compensation expense ratably over the life of the

award based on an estimated number of units that will vest over the life of the award, multiplied by the fair value of an RSU.

The fair value of an RSU with a market condition is determined at the time of grant based on the expected achievement of the market condition at the end of each vesting period.

With respect to RSU awards with a market condition, the Company recognizes compensation expense ratably over the requisite service period under an award based on the fair market value of the award at the time of grant, regardless of whether the market condition is satisfied.

the market condition is satisfied.

Previously recognized compensation cost would be reversed, however, if the employee terminated employment prior to completing such requisite service period.

5 unchanged sentences

Earnings Per Share

Basic earnings per common share are based on the weighted average number of common shares outstanding, which includes outstanding non-vested restricted stock and outstanding Deferred Stock Units.

Diluted earnings per share are based on the weighted average number of common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of all dilutive stock options.

During the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, the weighted-average number of common shares outstanding is the same for purposes of the calculations of both basic and diluted earnings per share.

During and as of the fiscal year ended December 28, 2024, there were no outstanding stock options issued by the

During the fiscal years ended December 30, 2023 and December 31, 2022, the impact on earnings per share of future compensation expense related to outstanding, unvested time-based awards was greater than the incremental impact of outstanding dilutive stock options, and would therefore have an anti-dilutive effect on earnings per share if included in the calculation of earnings per share.

Accordingly, the Company had

no reconciling items between the average number of common shares outstanding used to calculate basic earnings per common share and the average number of

common shares and common share equivalents outstanding used to calculate diluted earnings per share during the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022.

For the fiscal years ended December 30, 2023 and December 31, 2022, no options outstanding to purchase shares of Common Stock were antidilutive.

Outstanding RSUs were excluded from the calculation of diluted earnings per share for all periods because the performance metric requirements or market condition for vesting had not been satisfied.

Basic earnings per common share are based on the weighted average number of common shares outstanding, which includes outstanding non-vested

restricted stock and outstanding Deferred Stock Units.

Diluted earnings per share are based on the weighted average number of common shares outstanding plus the dilutive effect of outstanding stock awards, if applicable.

Outstanding RSUs were excluded from the calculation of diluted earnings per share for all fiscal years because the performance metric requirements or market condition for vesting had not been satisfied.

During and as of the fiscal years ended December 27, 2025 and December 28, 2024, there were no outstanding stock options issued by the Company.

During the fiscal year ended December 30, 2023, the impact on earnings per share of future compensation expense related to outstanding, unvested time-based awards was greater than the incremental impact of outstanding dilutive stock options, and would therefore have an anti-dilutive effect on earnings per share if included in the calculation of earnings per share.

Accordingly, the Company had no reconciling items between the average number of common shares outstanding used to calculate basic earnings per common share and the average number of common shares and common share equivalents outstanding used to calculate diluted earnings per share during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023.

Dividends Payable

14 unchanged sentences

Balance as of December 31, 2022

Other comprehensive loss

Balance as of December 31, 2022

Other comprehensive income

2 unchanged sentences

Balance as of December 28, 2024

Other comprehensive income

Balance as of December 27, 2025

Amounts reclassified from accumulated other comprehensive income to investment income due to the realization of previously unrealized gains and losses in the accompanying consolidated statements of income were not significant for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023.

(3) Investments

Investments include primarily investment-grade corporate bonds, asset-backed securities and commercial paper having maturities of up to five years (the “bond portfolio”) and money market investments.

Investments include primarily investment-grade corporate bonds, asset-backed securities, commercial paper and U.S.

Treasury obligations having maturities of up to five years (the “bond portfolio”) and money market investments.

Investments in the bond portfolio are reported as available-for-sale

10 unchanged sentences

Any transfers between levels are recognized as of the beginning of any reporting period.

Fair value of the bond portfolio was determined using Level 1 inputs related to money market investments and Level 2 inputs related to investment-grade corporate bonds, asset-backed securities, commercial paper and direct obligations of government agencies.

Fair value of the bond portfolio was determined using Level 1 inputs related to U.S.

Treasury obligations and money market investments and Level 2 inputs related to investment-grade corporate bonds, asset-backed securities, commercial paper and direct obligations of government agencies.

Unrealized losses, net of unrealized gains, on the investments in the bond portfolio were $ 504,000 and $ 3,573,000 at December 27, 2025 and December 28, 2024, respectively.

The amortized cost and fair values of available-for-sale investments are as follows at December 28, 2024 and December 30, 2023 (in thousands):

The amortized cost and fair values of available-for-sale

investments are as follows at December 27, 2025 and December 28, 2024 (in thousands):

December 27, 2025

2 unchanged sentences

Corporate bonds, commercial paper and direct obligations of government agencies

Treasury obligations

December 28, 2024

2 unchanged sentences

Corporate bonds, commercial paper and direct obligations of government agencies

Treasury obligations

available-for-sale

For those available-for-sale

investments with unrealized losses at December 27, 2025 and December 28, 2024, the following table summarizes the duration of the unrealized loss (in thousands):

7 unchanged sentences

Corporate bonds, commercial paper, and direct obligations of government agencies

Treasury obligations

The Company believes unrealized losses on investments were primarily caused by rising interest rates rather than changes in credit quality.

7 unchanged sentences

Investment income represents the earnings on the insurance segment’s assets.

Investment income earned from the assets of the insurance segment are included as a component of operating income as the investment of these assets is critical to providing collateral, liquidity and earnings with respect to the operation of the Company’s insurance programs.

Investment income earned from the assets of the in sur

ance segment are included as a component of operating income as the investment of these assets is critical to providing collateral, liquidity and earnings with respect to the operation of the Company’s insurance programs.

(4) Income Taxes

2 unchanged sentences

Total deferred

Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities consisted of the following

(in thousands):

Total income taxes

The provision for income taxes was based on income before income taxes which consisted of the following (in thousands):

United States

Income before income taxes

Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities consisted of the following (in thousands):

Deferred tax assets:

7 unchanged sentences

Net deferred tax liability

The following table summarizes the differences between income taxes calculated at the federal income tax rate of

21 % on income before income taxes and the provisions for income taxes (in thousands):

Income taxes at federal income tax rate

State income taxes, net of federal income tax benefit

Non-deductible

executive compensation

Meals and entertainment exclusion

Research and development credits

Share-based payments

The following table summarizes the differences between income taxes calculated at the federal income tax rate of 21 % on income before income taxes and the provisions for income taxes (in thousands):

Fiscal Year 2025

Fiscal Year 2024

Fiscal Year 2023

U.S federal statutory income tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

Effect of cross-border tax laws

and non-deductible

Changes in unrecognized tax benefits

Other adjustments, net

Effective tax rate

State taxes in Florida, Illinois, California and Texas make up the majority (greater than 50 percent) of the tax effect in this category.

The Company files a consolidated U.S.

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Gross unrecognized tax benefits – end of the year

Landstar paid income taxes of $ 47,528,000 in fiscal year 2024, $ 92,695,000 in fiscal year 2023 and $ 158,715,000 in fiscal year 2022.

Landstar paid income taxes of $ 51,451,000 in fiscal year 2025, $ 47,528,000 in fiscal year 2024 and $ 92,695,000 in fiscal year 2023, which consisted of the following (in thousands):

Total income taxes paid, net of refunds

(5) Operating Property

10 unchanged sentences

(6) Retirement Plan

Landstar sponsors an Internal Revenue Code section 401(k) defined contribution plan for the benefit of U.S.

Landstar sponsors an Internal Revenue Code section 401(k) defined contri buti

on plan for the benefit of U.S.

domiciled full-time employees who have completed three months of service.

3 unchanged sentences

Other than the finance lease obligations as presented on the consolidated balance sheets, the Company had no outstanding debt as of December 27, 2025 and December 28, 2024.

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”).

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.

8 unchanged sentences

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.

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

13 unchanged sentences

Most of Landstar’s operating leases include one or more options to renew.

The exercise of lease renewal options is typically at Landstar’s sole discretion, and, as such, the majority of renewals to extend the lease terms are not included in the

The exercise of lease renewal options is typically at Landstar’s sole discretion, and, as such, the majority of renewals to extend the lease terms are not included in the right-of-use

assets and lease liabilities as they are not reasonably certain of exercise.

Landstar regularly evaluates the renewal options, and when they are reasonably certain of exercise, Landstar includes the renewal period in the lease term.

As most of Landstar’s operating leases do not provide an implicit rate, Landstar utilized its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

As most of Landstar’s operating leases do not provide an implicit rate, Landstar utilized its incremental borrowing rate based on the infor matio

n available at the lease commencement date in determining the present value of the lease payments.

Landstar has a centrally managed treasury function;

therefore, based on the applicable lease terms and the current economic environment, the Company applies a portfolio approach for determining the incremental borrowing rate.

therefore, based on the applicable lease terms and the current economic environment, the Company applies a portfolio approach for determining t he

incremental borrowing rate.

The components of lease cost for finance leases and operating leases for the fiscal year ended December 27, 2025 were (in thousands):

22 unchanged sentences

Deferred income taxes and other noncurrent liabilities

The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of December 28, 2024 were:

The weighted average remaining lease term and the weighted average discount rate for finance and operating leases as of December 27, 2025 we re:

Finance Leases

10 unchanged sentences

Net cost of the Plans during the period

Included in income tax benefits recognized in the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022 were excess tax benefits from stock-based awards of $ 1,122,000 , $ 2,830,000 and $ 2,948,000 , respectively.

Included in income tax benefits recognized in the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 were tax deficiencies (excess tax benefits) from stock-based awards

of $ 106,000 , (

$ 1,122,000 )

$ 2,830,000 )

, respectively.

As of December 27, 2025, there were 172,859 shares of the Company’s Common Stock reserved for issuance under the 2022 DSCP and 2,681,782 shares of the Company’s Common Stock reserved for issuance under the 2011 EIP.

9 unchanged sentences

Outstanding at December 28, 2024

Shares earned in excess of target (3)

Vested shares, including shares earned in excess of target

Outstanding at December 27, 2025

Represents additional shares earned under each of the February 2, 2017, February 2, 2018 and February 1, 2019 RSU awards, as fiscal year 2021 financial results exceeded target performance level under each such award.

Represents additional shares earned (i) under the February 1, 2019 and January 31, 2020 RSU awards as fiscal year 2022 financial results exceeded target performance level and (ii) under the April 24, 2018 and July 1, 2019 RSU awards as total shareholder return during the applicable performance period exceeded target performance level under each of those awards.

1 unchanged sentence

During fiscal years 2025, 2024 and 2023, the Company granted RSUs with a performance condition.

During fiscal year 2024, the Company also granted RSUs with a market condition.

RSUs with a performance condition granted on February 2, 2024 may vest on January 31 of 2027, 2028 and 2029 based on growth in operating income and pre-tax

During fiscal years 2025 and 2024, the Company also granted RSUs with a market condition.

RSUs with a performance condition granted on January 31, 2025 and February 3, 2025 may vest on January 31 of 2028, 2029 and 2030 based on growth in operating income and

income per diluted share from continuing operations as compared to the results from the 2024 fiscal year.

RSUs with a performance condition granted on February 3, 2023 may vest on January 31 of 2026, 2027 and 2028 based on growth in operating income and pre-tax

RSUs with a performance condition granted on February 2, 2024 may vest on January 31 of 2027, 2028 and 2029 based on growth in operating income and

income per diluted share from continuing operations as compared to the results from the 2023 fiscal year.

RSUs with a performance condition granted on January 28, 2022 may vest on January 31 of 2025, 2026 and 2027 based on growth in operating income and pre-tax

RSUs with a performance condition granted on February 3, 2023 may vest on January 31 of 2026, 2027 and 2028 based on growth in operating income and

income per diluted share from continuing operations as compared to the results from the 2022 fiscal year.

At the time of grant, the target number of common shares available for issuance under the February 2, 2024, February 3, 2023 and January 28, 2022 grants equals 100 % of the number of RSUs granted, and the maximum number of common shares available for issuance under the February 2, 2024, February 3, 2023 and January 28, 2022 grants equals 200 % of the number of RSUs credited to the recipient.

At the time of grant, the target number of common shares available for issuance under the January 31, 2025, February 2, 2024 and February 3, 2023 grants equals

100 % of the number of RSUs granted, and the maximum number of common shares available for issuance under the January 31, 2025, February 2, 2024 and February 3, 2023 grants equals

200 % of the number of RSUs credited to the recipient.

In the event actual results exceed the target, the number of shares that will be granted will exceed the number of RSUs granted.

2 unchanged sentences

With respect to RSU awards with a performance condition, the Company reports compensation expense over the life of the award based on an estimated number of units that will vest over the life of the award, multiplied by the fair value of an RSU at the time of grant.

On February 2, 2024, the Company granted 58,268

RSUs that vest based on a market condition.

These RSUs may vest based on the Company’s achievement of a target total shareholder return (“TSR”) compound annual growth rate (adjusted to reflect dividends (if any) paid during the period the awards are outstanding and capital adjustments as may be necessary), to be measured annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date.

The fair value of this RSU award was determined at the time of grant based on the expected achievement of the market condition.

With respect to these RSU awards, the Company reports compensation expense ratably over the service period of the award based on the number of units granted multiplied by the grant date fair value of the RSU.

On January 31, 2025 and February 2, 2024, the Company granted

RSUs, respectively, that vest based on a market condition.

These RSUs may vest based on the achievement of the target Company’s total shareholder return (“TSR”) compound annual growth rate, adjusted to reflect dividends (if any) paid during the periods and capital adjustments as may be necessary, and are eligible to vest annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date.

The fair value of these RSU awards was determined at the time of grants based on the expected achievement of the market condition.

With respect to these RSU awards, the Company reports compensation expense ratably over the service period of the awards based on the number of units granted multiplied by the grant date fair value of the RSU.

Previously recognized compensation cost would be reversed only if the employee did not complete the requisite service period due to termination of employment.

The Company recognized approximately ($ 800,000 ), $ 581,000 and $ 9,100,000 of share-based compensation (benefit) expense related to RSU awards in fiscal years 2024, 2023 and 2022, respectively.

As of December 28, 2024, there was a maximum of $ 41.9 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.3 years.

Company recognized approximately $

1,102,000 , ($

581,000 of share-based compensation expense (benefit) related to RSU awards in fiscal years 2025, 2024 and 2023, respectively.

As of December 27, 2025, there was a maximum of $

51.2 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately

With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based on future operating results.

Restricted Stock and Deferred Stock Units

The 2011 EIP provides the Compensation Committee of the Board of Directors with the authority to issue shares of Common Stock of the Company, subject to certain vesting and other restrictions on

transfer (“restricted stock”).

The following table summarizes information regarding the Company’s outstanding shares of

The 2011 EIP provides the Compensation Committee of the Board of Directors with the authority to issue shares of Common Stock of the Company, subject to certain vesting and other restrictions on transfer (“restricted stock”).

The following table summarizes information regarding the Company’s outstanding shares of non-vested

restricted stock and Deferred Stock Units (defined below) under the Plans:

8 unchanged sentences

Shares of non-vested

restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of grant or the third, fourth and fifth anniversary of the date of the grant, in two equal annual installments on the first and second anniversary of the date of the grant or 100

% on the first, third or fifth anniversary of the date of the grant.

For restricted stock awards granted under the 2022 DSCP, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s Common Stock on the date of recipient separation from service from the Board of Directors, or, if earlier, upon a change in control event of the Company.

Deferred Stock Units become vested 100

% on the first anniversary of the date of the grant.

Deferred Stock Units become vested 100 % on the first anniversary of the date of the grant.

Deferred Stock Units do not represent actual ownership in shares of the Company’s Common Stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued.

15 unchanged sentences

The Company had no issued and outstanding vested or unvested stock options or unrecognized compensation costs related to non-vested

stock options granted under the Plans as of or for the fiscal year ended December 28, 2024.

The following table summarizes information regarding the Company’s outstanding stock options under the Plans for fiscal years 2023 and 2022:

stock options granted under the Plans as of or for the fiscal years ended December 27, 2025 and December 28, 2024.

The following table summarizes information regarding the Company’s outstanding stock options under the Plans for fiscal year 2023:

Options Outstanding

6 unchanged sentences

Options at December 30, 2023

The total intrinsic value of stock options exercised during fiscal years 2023 and 2022 was $

218,000 and $

704,000 , respectively.

intrinsic value of stock options exercised during fiscal year 2023 was $

Directors’ Stock Compensation Plan

3 unchanged sentences

In fiscal year 2023, 5,957 restricted shares were granted to Eligible Directors.

Deferred Stock Units were issued in fiscal years 2024, 2023 or 2022.

Restricted shares granted in 202 4

, 2023 and 202 2

vest on the date of the next Annual Meeting.

No Deferred Stock Units were issued in fiscal years 2025, 2024 or 2023.

Restricted shares granted in 2025, 2024 and 2023 vest on the date of the next Annual Meeting.

During fiscal years 2025, 2024 and 2023, $ 1,062,000 , $ 1,053,000 and $ 1,050,000 , respectively, of compensation cost was recorded for the grant of these restricted shares.

1 unchanged sentence

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 fiscal year 2025.

On December 6, 2022, the Landstar System, Inc.

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As of December 27, 2025, the Company had authorization to purchase in the aggregate up to 1,266,118 shares of its Common Stock under these programs.

No specific expiration date has been assigned to the December 7, 2021, December 6, 2022 or December 4, 2023 authorizations.

No specific expiration date has been assigned to the December 6, 2022 or December 4, 2023 authorizations.

During fiscal year 2025, Landstar purchased a total of 1,281,863 shares of its Common Stock at a total cost of $ 180,901 ,000 pursuant to its previously announced stock purchase program, including $ 179,139 ,000 in cash purchases and accrued excise tax of $ 1,762 ,000, which is included in other current liabilities in the consolidated balance sheet at December 27, 2025.

The Company also paid $ 717 ,000 in excise tax on its common stock purchases, which was included in other current liabilities in the consolidated balance sheet at December 28, 2024.

The Company has 2,000,000 shares of preferred stock authorized and unissued.

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At December 27, 2025, in addition to the $ 75,331,000 letters of credit secured by investments, Landstar had $ 34,916,000 of letters of credit outstanding under the Company’s Credit Agreement.

The Company is involved in certain claims and pending litigation arising from the normal conduct of business.

As previously disclosed by the Company in its Quarterly Report on Form 10-Q

for the 2025 second quarter filed with the SEC on July 29, 2025, the Current Report on Form 8-K

filed with the SEC on August 13, 2025, the Quarterly Report on Form 10-Q

for the 2025 third quarter filed with the SEC on October 28, 2025, and the Current Report on Form 8-K

filed with the SEC on January 21, 2026, a trial verdict (the “Verdict”) was rendered on August 6, 2025 in state court in El Paso County, Texas, in the matter of Eduardo Cabral, et.

Landstar Ranger, Inc., et.

(the “Cabral Matter”).

As previously disclosed, the Verdict included a determination by the jury that Landstar Ranger, Inc.

(“Landstar Ranger”) acted as a broker and not as a motor carrier with respect to the transportation of the shipment involved in a tragic accident.

The Verdict also determined total monetary damages of

22.8 million and that

15 % of such damages, or $

3.42 million, was attributable to Landstar Ranger, with the remainder of the total monetary damages attributable to the hauling motor carrier and the hauling motor carrier’s employee truck driver.

On January 13, 2026, the trial court entered a judgment (the “Judgment”) with respect to the Verdict that found Landstar Ranger financially responsible for

100 %, rather than

15 %, of the $

22.8 million of monetary damages awarded to the plaintiffs, plus

As a result of the Judgment, the Company recorded a

charge of approximately $

million during the 2025 fiscal fourth quarter to insurance and claim costs.

As also previously disclosed, during fiscal year 2025, the company received cash payments of $

12,000,000 from third party reinsurance providers in the form of a “no claims bonus” due to favorable loss experience with respect to claims incurred during the applicable policy period.

In connection with the Judgment, the Company has reclassified this “no claims bonus” from current liabilities to current insurance claims in the consolidated balance sheet as of December 27, 2025.

The Company intends to vigorously appeal the Cabral Matter, including the Judgment;

however, no assurances can be provided as to the probability of success with respect to any potential appeals relating to the Cabral Matter, generally, or the Judgment, specifically, or the ultimate outcome of any such appeals.

The total cost associated with the Cabral Matter, which may include post-judgment interest, bonding-related costs and legal and other professional fees, will depend on many factors and the ultimate financial impact, as well as the timing of the ultimate resolution of this matter, are difficult to predict.

The Company is involved in certain other claims and pending litigation arising from the normal conduct of business.

Many of these claims are covered in whole or in part by insurance.

Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable losses with respect to the resolution of all such claims and pending litigation and that the ultimate outcome, after provisions therefor, will not have a material adverse effect on the financial condition of the Company, but could have a material effect on the results of operations in a given quarter or year.

Based on knowledge of the facts and, in certain cases, opinions of outside counsel, management believes that adequate provisions have been made for probable and reasonably estimable losses with respect to the resolution of all such claims and pending litigation and that the ultimate outcome, after provisions therefor, will not have a material adverse effect on the financial condition of the Company, but could have a material effect on the results of operations in a given quarter or year.

(12) Segment Information

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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

The Company’s third party capacity providers consist of 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.

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The transportation logistics segment provides a wide range of integrated transportation management solutions.

Transportation services offered by the Company include truckload, less-than-truckload and other truck transportation, rail intermodal, air cargo, ocean cargo, expedited ground and air delivery of time-critical freight, heavy-haul/specialized, U.S.-Canada and U.S.-Mexico cross-border, intra-Mexico, intra-Canada, project cargo and customs brokerage.

Examples of the industries serviced by the transportation logistics segment include automotive parts and assemblies, consumer durables, building products, metals, chemicals, foodstuffs, heavy machinery, retail, electronics and military equipment and general commodities.

cold chain/temperature-controlled, U.S.-Canada and U.S.-Mexico cross-border, intra-Mexico, intra-Canada, project cargo and customs brokerage.

In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers.

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The insurance segment provides risk and claims management services to certain of Landstar’s operating subsidiaries.

In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance directly to certain of Landstar’s operating subsidiaries.

In addition, it reinsures certain risks of the Company’s BCO Independent Contractors and provides certain property and casualty insurance and reinsurance directly to certain of Landstar’s operating subsidiaries.

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.

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The CODM evaluates each segment’s performance and makes decisions about resource allocations primarily based on operating income, which is the principal financial metric utilized to monitor budgeted versus actual results by segment of the Company.

Asset information by segment is not typically provided to the CODM for purposes of evaluating performance or allocating resources, and therefore such information has not been presented.

Asset information by segment is not regularly provided to the CODM for purposes of evaluating performance or allocating resources, and therefore such information has not been presented.

No single customer accounted for more than 10 % of the Company’s consolidated revenue in fiscal years 2025, 2024 and 2023.

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Depreciation and amortization

Impairment of intangible and other assets (1)

Operating income

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Operating income

Included in the $ 32,170 ,000 impairment of intangible and other assets was a goodwill impairment of $ 7,530 ,000 within the transportation logistics segment.

Fiscal Years Ended

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Operating income

Interest and debt (income) expense (1)

Interest and debt expense (income) ( 2

Income before income taxes

Interest and debt (income) expense includes (1) interest income earned on cash balances held by the transportation logistics segment of $ 9,495 , $ 7,811 an

d $ 900 in 2024, 2023 and 2022, respectively an d

(2) consolidated

total interest expense of $

4,076 , $ 3,865 and $ 4,520

(1) in 2024, 2023 an d 2022, respectively.

Interest and debt expense (income) includes (1) interest income earned on cash balances held by the transportation logistics segment of $ 4,590 , $ 9,495 and $ 7,811 in 2025, 2024 and 2023, respectively and (2) consolidated total interest expense of $ 5,586 , $ 4,076 and $ 3,865 in 2025, 2024 and 2023, respectively.

(13) Change in Accounting Estimate for Self-Insured Claims

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

The following table summarizes the adverse effect of the increase in the cost of insurance claims resulting from unfavorable development of prior year self-insured claims estimates on operating income, net income and earnings per share set forth in the consolidated statements of income for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022 (in thousands, except per share amounts):

The following table summarizes the adverse effect of the increase in the cost of insurance claims resulting from net unfavorable development of prior year self-insured claims estimates on operating income, net income and basic and diluted earnings per share set forth in the consolidated statements of income for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 (in thousands, except per share amounts):

Fiscal Years Ended

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Basic and diluted earnings per share

The unfavorable development of prior years’ claims in the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022 was primarily attributable in each year to several specific claims.

(14) Equity investment

On April 1, 2022, Landstar Investment Holdco, LLC, a newly formed Delaware LLC and wholly owned subsidiary of Landstar System Holdings, Inc., purchased Class A units of Cavnue, LLC, for approximately $ 4,999,000 in cash consideration.

Cavnue, LLC is a privately held company focused on combining technology and road infrastructure to unlock the full potential of connected and autonomous vehicles.

This non-controlling investment in units of Cavnue, LLC, is considered an investment in non-marketable equity securities without a

determinable market value.

The carrying value of our non-marketable equity securities going forward will be adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative).

(15) Gain Contingency

The Company does not allow for the recognition of a gain contingency within its consolidated financial statements prior to the settlement of the underlying events or contingencies associated with the gain contingency.

As a result, the consideration related to a gain contingency is recorded in the consolidated financial statements during the period in which all underlying events or contingencies are resolved and the gain is realized.

It is anticipated that during the 2025 second fiscal quarter, the Company will receive a $ 12,000,000

cash payment from a third party reinsurance provider in the form of a “no claims bonus” resulting from favorable loss experience under a three year commercial auto liability reinsurance arrangement relating to claims incurred between May 1, 2020 through April 30, 2023.

The Company intends to record the receipt of this payment as a deferred gain on the balance sheet, until such time as all underlying claims with exposure under the applicable excess layer insurance arrangement are resolved and the gain can be recognized.

The unfavorable development of prior years’ claims during the fiscal year ended December 27, 2025 was primarily attributable to several specific commercial trucking claims, including approximately $ 5.7 million related to the Judgment in the Cabral Matter, and elevated cargo loss experience as a result of fraud and theft in the supply chain.

The unfavorable development of prior years’ claims in the fiscal years ended December 28, 2024 and December 30, 2023 was primarily attributable in each year to several specific claims.

(14) Held for Sale Subsidiary

During the 2025 fiscal year, the Company entered into an arrangement with a financial advisor to actively market its Mexican subsidiary, Landstar Metro, S.A.P.I.

(“Landstar Metro”) and to consider other strategic alternatives for this subsidiary, which may involve a sale or other disposition in whole or in part of Landstar Metro during the Company’s 2026 fiscal year.

The Company determined that this planned divestiture does not represent a strategic shift that would be expected to have a significant effect on our consolidated results of operations, and therefore the results of Landstar Metro are not reported as discontinued operations.

It is not anticipated that a sale or other disposition of Landstar Metro will adversely affect the Company’s ability to provide U.S.-Mexico cross-border services, given that Landstar Metro is principally engaged in intra-Mexico truck transportation services.

In connection with the decision to actively market Landstar Metro, management identified a triggering event to perform a quantitative goodwill impairment test.

Based on the quantitative assessment, the Company concluded that Landstar Metro’s goodwill was impaired and recorded a non-cash

impairment charge of $ 7,530,000 to goodwill within the transportation logistics segment.

Further, based on the expected fair value of Landstar Metro, net of costs to sell, the Company recognized an impairment on assets held for sale of $ 10,678,000 .

Both impairments are included in impairment of intangible and other assets within the Company’s consolidated statements of income.

No assurances can be provided that there will not be additional charges and expenses incurred by the Company in connection with this sale process or upon any ultimate disposition of Landstar Metro.

As of December 27, 2025, the assets and liabilities of Landstar Metro are presented as held for sale at carrying value.

A summary of assets and liabilities associated with Landstar Metro that are held for sale, is presented below (in thousands):

As of December 27, 2025

Assets held for sale:

Cash and cash equivalents

Trade and other receivables

Operating property

valuation allowance

Total assets held for sale (1)

Liabilities held for sale:

Accounts payable

Deferred income taxes and other liabilities

Total liabilities held for sale (1)

Cumulative translation loss of foreign entities held for sale (2)

Assets and liabilities held for sale are separately presented on the consolidated balance sheets.

Cumulative translation loss of foreign entities held for sale is included within accumulated other comprehensive loss on the consolidated balance sheets.

(15) Impairment of Software Assets

During the 2025 fiscal year, the Company performed a strategic review of its operations.

In connection with this strategic review, management evaluated its transportation management systems (“TMSs”), including the Landstar TMS, a cloud-based platform for truckload freight agent workflow, and the Blue TMS, a cloud-based platform built specifically to service the truckload brokerage contract services market.

Management determined that the Landstar TMS, rather than the Blue TMS, would be the Company’s primary TMS used in the future to service the truckload brokerage contract services market.

As a result of this decision, the Company also determined to wind-down the Blue TMS and, in connection therewith, the Company performed a recoverability test with respect to potential impairment of the software assets associated with the Blue TMS and determined estimated fair value based on discounted cash flows.

The Company subsequently recorded an $

impairment charge within its transportation logistics segment, which is included in impairment of intangible and other assets within the Company’s consolidated statements of income.

(16) Impairment of Equity Investment

In 2022, the Company acquired a minority equity investment in Cavnue, LLC (“Cavnue”), a privately held start-up

company focused on combining technology and road infrastructure to unlock the full potential of connected and autonomous vehicles.

This non-controlling

investment in units of Cavnue is considered an investment in non-marketable

equity securities without a readily determinable market value.

The carrying value of the non-marketable

equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative).

During the 2025 fiscal year, the Company determined that there were indicators of potential impairment related to the value of its equity investment in Cavnue related to the financial performance of the company and its ability to raise additional capital to finance continued investment in its operations.

As such, the Company recorded a impairment charge for the carrying value of its investment in Cavnue of $

during the fiscal year ended December 27, 2025, which is included in impairment of intangible and other assets within the Company’s consolidated statements of income.

The Company subsequently fully divested itself of its interests in Cavnue in January 2026.

(17) Recent Accounting Pronouncements

Adoption of New Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

(“ASU 2023-07”), which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

ASU 2023-07 is effective for annual periods beginning after December 15, 2023.

The Company adopted ASU 2023-07 on December 28, 2024 retrospectively to all prior periods presented in the consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

(“ASU 2023-09”), which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

(“ASU 2023-09”),

which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

is effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09

on December 27, 2025 retrospectively to all prior periods presented in the consolidated financial statements.

Accounting Standards Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03,

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

(“ASU 2024-03”), which expands disclosures about certain categories of expenses.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026.

The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and disclosures.

(“ASU 2024-03”),

which expands disclosures about certain categories of expenses.

is effective for annual periods beginning after December 15, 2026.

The Company is currently evaluating the impact of ASU 2024-03

on its consolidated financial statements and disclosures.

(18) Supply Chain Fraud Matter

During the last week of the Company’s 2025 first fiscal quarter, the Company identified a supply chain fraud (the “Supply Chain Fraud Matter”) relating to the Company’s international freight forwarding operations.

The Supply Chain Fraud Matter did not involve the Company’s core North American truckload services.

In connection with the Supply Chain Fraud Matter, consolidated revenue and purchased transportation as reported in the Company’s fiscal year 2024, 2023 and 2022 financial results were each overstated by approximately 2 %, 1 %, and less than 0.5 %, respectively.

As the overstated amount of revenue was approximately equal to the overstated amount of purchased transportation, the impact on each of operating income and net income, as reported, was less than 1 % in fiscal year 2024 and less than 0.2 % in fiscal years 2023 and 2022, respectively.

The Company performed a quantitative and qualitative analysis of the impact of the Supply Chain Fraud Matter in respect of the 2025 first fiscal quarter and the financial statements for each prior fiscal year period during which identified instances of fraud relating to this matter occurred.

In connection therewith, the Company concluded that such impact was immaterial with respect to each such fiscal period.

The Company’s financial results for the fiscal year ended December 27, 2025 included a $ 4.8 million pre-tax

expense, or $ 0.10 per basic and diluted share, relating to the Supply Chain Fraud Matter.

This expense reflects the total currently anticipated aggregate adverse financial impact to Landstar relating to the Supply Chain Fraud Matter, net of certain actual and anticipated recoveries and before taking into account the cost of legal and other professional fees as well as additional potential recoveries in the future.

This expense was reflected in the fiscal year 2025 provision for contractor bad debt expense within other operating costs on the Company’s consolidated statements of income.

As of the December 27, 2025 consolidated balance sheet, this amount was included in the allowance for doubtful accounts related to other receivables.

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23

, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

33 unchanged sentences

February 23, 2026

KPMG LLP (PCAOB ID:

185 ), the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K for the fiscal year ended December 28, 2024, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting.

Such report appears immediately below.

(b) Attestation Report of the Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Landstar System, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Landstar System, Inc.

and subsidiary’s (the Company) internal control over financial reporting as of December 28, 2024, based on criteria established in

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December 30, 2023, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended December 28, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Jacksonville, Florida

February 24, 2025

There were no significant changes in the Company’s internal control over financial reporting during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data