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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-24 · 85 added, 13 removed, 130 unchanged (43% of the section changed)

14 unchanged sentences

Management, with the participation of the Company’s principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2025.

This assessment was performed using the criteria established under the Internal Control-Integrated Framework (2013) established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

This assessment was performed using the criteria established under the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error or circumvention or overriding of internal control.

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Based on the assessment performed using the criteria established by COSO, management has concluded that the Company maintained effective internal control over financial reporting as of December 27, 2025.

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 27, 2025, 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 27, 2025, 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 27, 2025, 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 27, 2025 and December 28, 2024, 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 27, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2026 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 23, 2026

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.

Other Information

Securities Trading Plans of Directors and Executive Officers

During the fiscal year ended December 27, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Landstar’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

1 unchanged sentence

trading arrangement.”

Amended & Restated Bylaws

On February 19, 2026, the Landstar System, Inc.

Board of Directors adopted the Third Amended and Restated Bylaws of Landstar System, Inc.

(as amended and restated, the “Bylaws”), effective on such date.

Capitalized terms used but not defined in this Annual Report on Form 10-K shall have the meanings ascribed to them in the Bylaws.

The changes to the Bylaws include the following:

Article I, Section 1.02

(Special Meetings).

Updated to (1) permit stockholders who own (or stockholders acting as nominee of behalf of other persons who own) at least twenty percent (20%) of the total voting power of all of the then-outstanding shares of voting stock of the Company and who have continuously held (or, in the case of stockholders acting as nominee on behalf of other persons, which persons have continuously held) such amount of shares of voting stock of the Company for at least one year prior to the date of the request, to request that the Secretary call a special meeting of stockholders, (2) establish procedural requirements for such stockholder requests for a special meeting of stockholders, including guidelines for acceptable delivery methods for such requests and (3) specify that the Board of Directors shall determine the place, date and time of any special meeting called at the request of one or more stockholders.

Article I, Section 1.12

(Stockholder Meetings — Nominations and Other Proposals).

Updated to (1) clarify that in no event will an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a notice of a stockholder nomination or a stockholder proposal, (2) expand and enhance the disclosures and representations required to be made in the notice of a stockholder nomination as to the person nominated for election to the Board of Directors and (3) expand and enhance the disclosures and representations required to be made in the notice of a stockholder nomination as to the stockholder of record, including to cover any other person or persons acting in concert with such stockholder.

Article II, Section 2.11

(Resignations of Directors).

Revised to remove language that provided that a resignation conditioned upon a director’s failure to obtain a specified vote for re-election is irrevocable.

Article II, Section 2.13

(Vacancies and Newly Created Directorships).

Updated to clarify that vacancies and newly created directorships can be filled solely by a majority of the directors then in office, or by a sole remaining director.

Article IV, Section 4.06

Deleted in its entirety.

Article VI, Section 6.01

(Indemnification).

Updated to (1) specify that indemnification shall be provided to the full extent permitted by subsequent amendments to the General Corporation Law of the State of Delaware (the “DGCL”) and other applicable law, but only to the extent that such amendments permit the Company to provide broader indemnification rights than previously permitted and (2) provide further detail (i) on when a present or former director or officer of the Company will be deemed to have been “successful on the merits or otherwise” in defense of any proceeding arising from such person’s service to the Company and (ii) on certain events that will not be deemed to create a presumption that such person did not act in good faith or in a manner that such person believed to be in or not in opposition to the best interests of the Company for purposes of indemnification by the Company.

Article VI, Section 6.04

(Burden of Proof).

Updated to specify that the Company must demonstrate by a preponderance of the evidence that the applicable standard of conduct was not met in any proceeding brought to enforce the right of a person to receive indemnification.

Article VI, Section 6.06

Updated to provide that the Company will (rather than may) purchase and maintain director and officer insurance.

In addition, certain non-substantive language and conforming changes, other technical edits and updates consistent with the DGCL were made to the Bylaws.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.2 hereto and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The Code of Ethics and Business Conduct is available on the Company’s website at www.landstar.com

under “Investor Relations — Corporate Governance.” The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waivers from, a provision or provisions of the Code of Ethics and Business Conduct by posting such information on its website at the web address indicated above.

under “Investor Relations — Corporate Governance.” The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K

regarding amendments to, or waivers from, a provision or provisions of the Code of Ethics and Business Conduct by posting such information on its website at the web address indicated above.

We have adopted insider trading policies and procedures that govern the purchase, sale and/or other dispositions of our securities by directors, officers, and employees, together with their immediate family members and other persons living in their households.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item pursuant to Item 201(d) of Regulation S-K is set forth under the caption “Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5 of this report, and is incorporated herein by reference.

The information required by this Item pursuant to Item 403 of Regulation S-K will be set forth under the caption “Security Ownership by Management and Others” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this Item pursuant to Item 201(d) of Regulation S-K

is set forth under the caption “Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5 of this report, and is incorporated herein by reference.

The information required by this Item pursuant to Item 403 of Regulation S-K

will be set forth under the caption “Security Ownership by Management and Others” in the Company’s definitive Proxy Statement for its annual meeting of stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

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(Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2023 (Commission File No.

The Company’s Second Amended and Restated Bylaws, as adopted as of November 2, 2023.

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 10-Q filed on November 3, 2023 (Commission File No.

The Company’s Third Amended and Restated Bylaws, as adopted as of February 19, 2026.

Instruments defining the rights of security holders, including indentures:

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and certain of the Executive Officers of the Company, in the form as amended as of December 26, 2015, (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 26, 2015 (Commission File No.

Form of Notice of 2025 Performance Related Stock Awards under the 2011 Equity Incentive Plan, with Restrictive Covenant Agreement included at Appendix A

Letter Agreement, dated December 4, 2023, between Landstar System, Inc.

Gattoni (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2023 (Commission File No.

Form of Notice of 2025 Performance Related Stock Awards under the 2011 Equity Incentive Plan, with Restrictive Covenant Agreement included at Appendix A (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (Commission File No.

Form of Notice of 2026 Performance Related Stock Awards under the 2011 Equity Incentive Plan

Letter Agreement, dated December 4, 2023, between Landstar System, Inc.

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Lonegro, dated February 2, 2024 (Incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (Commission File No.

Landstar System, Inc.

Incentive Compensation Plan

Insider Trading Policies and Procedures:

Insider Trading Policy, dated as of February 20, 2025

Insider Trading Policy, dated as of February 20, 2025 (Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (Commission File No.

Subsidiaries of the Registrant:

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LANDSTAR SYSTEM, INC.

President and

Chief Executive Officer

President and Chief Executive Officer

Vice President, Chief Financial Officer and Assistant Secretary

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Vice President and Chief Financial Officer

February 23, 2026

and Assistant Secretary;

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February 23, 2026

February 24, 2025

Homaira Akbari

1 unchanged sentence

February 23, 2026

Chairman of the Board

6 unchanged sentences

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 9A. Controls and Procedures