LANDSTAR SYSTEM INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 27, 2025 to provide reasonable assurance that information required to be disclosed by the Company in reports that it filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In designing and evaluating disclosure controls and procedures, Company management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitation in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected. Internal Control Over Financial Reporting (a) Management’s Report on Internal Control over Financial Reporting Management of Landstar System, Inc. (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act, as amended. 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. The 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 Company’s financial statements. 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) 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. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and reporting and 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. 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. 72 Table of Contents 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 73 Table of Contents 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. /s/ KPMG LLP Jacksonville, Florida February 23, 2026 74 Table of Contents (c) Changes in Internal Control Over Financial Reporting 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. Item 9B. 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) or any “non-Rule 10b5-1 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 (Security). 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 (Insurance). 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 75 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item concerning the Directors (and nominees for Directors) and Executive Officers of the Company will be set forth under the captions “Election of Directors,” “Directors of the Company,” “Information Regarding Board of Directors and Committees,” and “Executive Officers of the Company” and “Section 16(a) Beneficial Ownership Reporting Compliance” 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 concerning the Company’s Audit Committee and the Audit Committee’s Financial Expert will be set forth under the caption “Information Regarding Board of Directors and Committees” and “Report of the Audit Committee” 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 Company has adopted a Code of Ethics and Business Conduct that applies to each of its directors and employees, including its principal executive officer, principal financial officer, controller and all other employees performing similar functions. 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. 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. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NASDAQ standards. While the Company’s Insider Trading Policy is designed to apply to individuals, as described above, rather than transactions by the Company in its own securities, it is the Company’s policy with respect to transactions in its securities to comply with all applicable insider trading laws and NASDAQ standards. Item 11. Executive Compensation The information required by this Item will be set forth under the captions “Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” “Compensation of Named Executives,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Pay Versus Performance Table,” “Grants of Plan-Based Awards,” “Stock Vested,” “Outstanding Equity Awards at Fiscal Year End,” “Nonqualified Deferred Compensation,” “Compensation Committee Report” and “Key Executive Employment Protection Agreements” 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. Item 12. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence None, other than information required to be disclosed under this item in regard to Director Independence, which will be set forth under the caption “Independent Directors” 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. 76 Table of Contents Item 14. Principal Accounting Fees and Services The information required by this item will be set forth under the caption “Report of the Audit Committee” and “Ratification of Appointment of Independent Registered Public Accounting Firm” 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. 77 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements and Supplementary Data Page Consolidated Balance Sheets 44 Consolidated Statements of Income 45 Consolidated Statements of Comprehensive Income 46 Consolidated Statements of Cash Flows 47 Consolidated Statements of Changes in Shareholders’ Equity 48 Notes to Consolidated Financial Statements 49 Report of Independent Registered Public Accounting Firm 70 (2) Financial Statement Schedules Financial statement schedules have been omitted because the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required. (3) Exhibits Exhibit No. Description (3) Articles of Incorporation and By-Laws:   3.1 Restated Certificate of Incorporation of the Company dated May 10, 2023, including Certificate of Designation of Junior Participating Preferred Stock dated February 10, 1993. (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. 0-21238))   3.2* The Company’s Third Amended and Restated Bylaws, as adopted as of February 19, 2026. (4) Instruments defining the rights of security holders, including indentures:   4.1 P Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-57174))   4.2 Description of Securities (Incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for fiscal year ended December 28, 2019 (Commission File No. 0-21238)) (10) Material contracts:   10.1+ Second Amended and Restated Credit Agreement, dated as of July 1, 2022, among Landstar System Holdings, Inc., the Company, the lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 8, 2022 (Commission File No. 0-21238))   10.2+ First Amendment to Second Amended and Restated Credit Agreement, dated as of June 21, 2024, among Landstar System Holdings, Inc., the Company, the lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent (including exhibits and schedules thereto). (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on July 31, 2024 (Commission File No. 0-21238))   10.3+ Landstar System, Inc. Supplemental Executive Retirement Plan, as amended and restated as of January 1, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014 (Commission File No. 0-21238))   10.4+ First Amendment, dated as of November 1, 2018, to the Landstar System, Inc. Supplemental Executive Retirement Plan (as amended and restated as of January 1, 2015) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (Commission File No. 0-21238)) 78 Table of Contents   10.5+ Landstar System, Inc. 2011 Equity Incentive Plan, as amended through November 2, 2023. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed on November 3, 2023 (Commission File No. 0-21238))   10.6+ Landstar System, Inc. 2022 Directors Stock Compensation Plan (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on March 29, 2022 (Commission File No. 0-21238))   10.7+ Form of Indemnification Agreement between the Company and each of the directors and Executive Officers of the Company (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2003 (Commission File No. 0-21238))   10.8+ Form of Key Executive Employment Protection Agreement between Landstar System, Inc. 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. 0-21238))   10.9+ 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. 0-21238))   10.10+* Form of Notice of 2026 Performance Related Stock Awards under the 2011 Equity Incentive Plan   10.11+ Letter Agreement, dated December 4, 2023, between Landstar System, Inc. and Frank A. Lonegro (Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on December 5, 2023 (Commission File No. 0-21238))   10.12+ Total Shareholder Return Performance Related Stock Award Agreement, between Landstar System, Inc. and Frank A. 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. 0-21238))   10.13+* Landstar System, Inc. Incentive Compensation Plan (19) Insider Trading Policies and Procedures:   19.1 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. 0-21238)) (21) Subsidiaries of the Registrant:   21.1* List of Subsidiaries of the Registrant (23) Consents of experts and counsel:   23.1* Consent of KPMG LLP as Independent Registered Public Accounting Firm (24) Power of attorney:   24.1* Powers of Attorney (31) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002:   31.1* Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   31.2* Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: 79 Table of Contents   32.1** Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   32.2** Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (97)   97.1+ Landstar System, Inc. Clawback Policy, as adopted on August 10, 2023   101* The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.   104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + management contract or compensatory plan or arrangement * Filed herewith. ** Furnished herewith. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER OF THE COMPANY WHO SO REQUESTS IN WRITING, A COPY OF ANY EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE DIRECTED TO LANDSTAR SYSTEM, INC., ATTENTION: INVESTOR RELATIONS, 13410 SUTTON PARK DRIVE SOUTH, JACKSONVILLE, FLORIDA 32224. 80 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 23, 2026 LANDSTAR SYSTEM, INC. By: /s/ FRANK A. LONEGRO Frank A. Lonegro President and Chief Executive Officer By: /s/ JAMES P. TODD James P. Todd Vice President, Chief Financial Officer and Assistant Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ FRANK A. LONEGRO Frank A. Lonegro President and Chief Executive Officer; Principal Executive Officer; Director February 23, 2026 /s/ JAMES P. TODD Vice President and Chief Financial Officer February 23, 2026 James P. Todd and Assistant Secretary; Principal Financial Officer and Principal Accounting Officer * Director February 23, 2026 Homaira Akbari * Director February 23, 2026 David G. Bannister * Director February 23, 2026 J. Barr Blanton * Director February 23, 2026 Melanie M. Hart * Director February 23, 2026 James L. Liang * Chairman of the Board February 23, 2026 Diana M. Murphy * Director February 23, 2026 Anthony J. Orlando * Director February 23, 2026 George P. Scanlon * Director February 23, 2026 Teresa L. White By: /s/ MICHAEL K. KNELLER Michael K. Kneller Attorney In Fact* 81