[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","xy8bobnzci3878so1rrirt3j2","revision",2,"title","Landstar System披露截至2026年9月26日的39周业绩：收入41.15亿美元，净利润1.36亿美元","originalTitle","LANDSTAR SYSTEM INC (0000853816) (Filer)","summary","Landstar System截至2026年9月26日的39周收入为41.153亿美元，净利润为1.364亿美元，基本及摊薄每股收益均为4.02美元；上年同期收入为35.693亿美元，净利润为9,106.3万美元，每股收益为2.61美元。","reason","材料包含Landstar System截至2026年9月26日的中期财务数据及索赔成本、现金流和信贷安排等信息，可用于了解其经营表现与风险事项。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-28T18:38:17.000Z","discoveredAt","2026-10-28T19:09:04.356Z","timelineAt","category","ai-products","tags",[84,85,86,87,88],"stockSymbols",[83],"score",67,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":69},"hasTranslation","bodyLanguage","zh","factId","fEN4v8mW1Ueg",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","9411cf72-fcac-4acd-bf90-14c95b64959f","Landstar第三季度营收增长，索赔成本拖累利润",{"_73":74,"_16":75},"

\n\n	\n	\n	\n
第一部分 – 财务信息		\n	\n
\n
第1项。财务报表（未经审计）			3
\n
截至2026年9月26日和2025年12月27日的合并资产负债表			4
\n
截至2026年9月26日和2025年9月27日的三十九周和十三周合并收益表			5
\n
截至2026年9月26日和2025年9月27日的三十九周和十三周合并综合收益表			6
\n
截至2026年9月26日和2025年9月27日的三十九周合并现金流量表			7
\n
截至2026年9月26日和2025年9月27日的三十九周和十三周股东权益变动合并报表			8
\n
合并财务报表附注			10
\n
第2项。管理层对财务状况和经营成果的讨论与分析			21
\n
第3项。关于市场风险的定量和定性披露			34
\n
第4项。控制与程序			35
\n
第二部分 – 其他信息		\n	\n
\n
第1项。法律诉讼			36
\n
第1A项。风险因素			36
\n
第2项。未注册股权证券的销售及所得款项用途			36
\n
第5项。其他信息			37
\n
第6项。附件			37
\n
签名			39
\n
EX – 31.1 第302条 CEO 认证		\n	\n
EX – 31.2 第302条 CFO 认证		\n	\n
EX – 32.1 第906条 CEO 认证		\n	\n
EX – 32.2 第906条 CFO 认证		\n	\n

\n	\n	\n	\n	\n	\n	\n	\n
		（未经审计） 2026			2026年9月26日, 2025
2025年12月27日,		\n	\n	\n		\n	\n
资产		\n	\n	\n		\n	\n
流动资产		$	297,321			$	396,694
现金及现金等价物			53,683				55,531
短期投资			892,404				670,137
贸易应收账款，扣除备抵额8,090美元和12,490美元			77,898				52,784
其他应收款（包括向独立承包商提供的预付款），扣除备抵额15,314美元和18,759美元			—				12,231
待售资产			50,217				28,949
\n
其他流动资产			1,371,523				1,216,326
\n
流动资产总额			268,570				261,322
经营性财产，扣除累计折旧和摊销494,295美元和473,642美元			34,005				34,005
商誉			133,617				124,282
\n
其他资产		$	1,807,715			$	1,635,935
\n
资产总额		\n	\n	\n		\n	\n
负债和股东权益		\n	\n	\n		\n	\n
流动负债		$	68,713			$	56,654
银行透支			482,041				369,567
应付账款			25,772				28,342
长期债务的流动到期部分			87,393				87,343
保险索赔			—				68,117
应付股息			—				6,961
待售负债			101,837				78,856
\n
其他流动负债			765,756				695,840
\n
流动负债总额			56,899				48,480
长期债务（不包括流动到期部分）			103,299				62,706
保险索赔			51,765				33,244
递延所得税及其他非流动负债		\n	\n	\n		\n	\n
股东权益			686				686
普通股，面值0.01美元，授权发行160,000,000股，已发行68,636,098股和68,590,708股额外实收资本 capital			269,696				261,256
留存收益			2,947,019				2,852,680
库存股成本：34,927,155股和34,531,982股普通股			(2,378,302	)			(2,313,245	)
累计其他综合损失			(9,103	)			(5,712	)
\n
股东权益总额			829,996				795,665
\n
负债和股东权益总额		$	1,807,715			$	1,635,935
\n

请参阅合并财务报表附注。

LANDSTAR SYSTEM, INC.及子公司

合并收益表

（美元

单位为

千元，每股金额除外）

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三十九周			截至十三周
		9月 26日， 2026			9月 27日， 2025			9月 26日， 2026			9月 27日， 2025
收入		$	4,115,342			$	3,569,291			$	1,511,787			$	1,205,406
投资收益			7,943				10,620				2,264				3,293
成本和费用：		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
外购运输			3,212,442				2,775,761				1,182,045				936,472
支付给代理商的佣金			319,254				291,529				117,676				98,693
其他运营成本（扣除资产出售/处置收益）			53,971				46,996				21,226				15,572
保险和索赔			130,193				103,309				55,270				33,008
销售、一般及行政费用			191,534				174,303				62,376				57,015
折旧和摊销			30,887				35,884				9,918				11,509
无形资产及其他资产减值			—				30,104				—				30,104
\n
成本和费用总额			3,938,281				3,457,886				1,448,511				1,182,373
\n
营业收入			185,004				122,025				65,540				26,326
利息及债务费用			1,692				756				362				217
\n
税前收入			183,312				121,269				65,178				26,109
所得税			46,878				30,206				17,135				6,745
\n
净收入		$	136,434			$	91,063			$	48,043			$	19,364
\n
基本及稀释后每股收益		$	4.02			$	2.61			$	1.42			$	0.56
\n
基本及稀释后加权平均股数			33,943,000				34,885,000				33,871,000				34,581,000
\n
每股普通股股息		$	1.24			$	1.16			$	0.44			$	0.40
\n

请参阅合并财务报表附注。

LANDSTAR SYSTEM, INC. 及其子公司

合并综合收益表

(

美元

单位为千元）

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三十九周			截至十三周
		9月 26日， 2026			9月 27日， 2025			9月 26日， 2026			9月 27日， 2025
净收入		$	136,434			$	91,063			$	48,043			$	19,364
其他综合（损失）收益：		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
可供出售证券的未实现持有损失）收益 investments, net of tax (benefit) expense of ($613), $570, ($429) and $146			(2,233	)			2,081				(1,566	)			535
外币折算（损失）收益			(1,158	)			3,184				120				(116	)
\n
其他综合（损失）收益			(3,391	)			5,265				(1,446	)			419
\n
综合收益		$	133,043			$	96,328			$	46,597			$	19,783
\n

请参阅合并财务报表附注。

LANDSTAR SYSTEM, INC. 及其子公司

合并报表

现金流量

（美元，单位为千元）

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n
		截至三十九周
		9月 26日， 2026			9月 27日， 2025
经营活动		\n	\n	\n		\n	\n
净收入		$	136,434			$	91,063
将净利润调节为经营活动提供的净现金：		\n	\n	\n		\n	\n
折旧和摊销			30,887				35,884
非现金 interest charges			213				198
贸易及其他应收账款损失准备			4,991				13,305
经营性财产出售/处置收益			(606	)			(1,670	)
无形资产及其他资产减值			—				30,104
递延所得税净额			17,590				5,891
股票薪酬			8,443				5,243
经营性资产和负债变动：		\n	\n	\n		\n	\n
贸易及其他应收账款增加			(252,372	)			(34,724	)
其他资产增加			(18,716	)			(27,455	)
应付账款增加			112,474				19,128
其他负债增加			18,738				7,099
保险索赔增加			40,643				8,103
\n
经营活动提供的净现金			98,719				152,169
\n
投资活动		\n	\n	\n		\n	\n
投资的出售和到期收回款			130,585				120,693
购买投资			(133,969	)			(119,097	)
购买经营性财产			(11,610	)			(7,673	)
出售经营性财产所得款项			6,436				6,398
\n
投资活动使用（提供）的净现金			(8,558	)			321
\n
融资活动		\n	\n	\n		\n	\n
现金透支增加（减少）			12,059				(13,041	)
已付股息			(110,212	)			(111,097	)
债务发行成本支付			(1,049	)			—
以股票薪酬计划发行的股份代替现金支付的税款			(1,057	)			(933	)
购买普通股			(65,178	)			(143,230	)
融资租赁债务本金偿还			(22,759	)			(25,176	)
\n
融资活动使用的净现金			(188,196	)			(293,477	)
\n
汇率变动对现金及现金等价物的影响			(1,517	)			1,958
\n
现金及现金等价物减少额（包括归类为持有待售资产的现金及现金等价物）			(99,552	)			(139,029	)
加：归类为持有待售资产的现金及现金等价物净变动			179				(798	)
\n
现金及现金等价物净变动			(99,373	)			(139,827	)
期初现金及现金等价物			396,694				515,018
\n
期末现金及现金等价物		$	297,321			$	375,191
\n

请参阅合并财务报表附注。

LANDSTAR SYSTEM, INC. AND SUBSIDIARY

股东权益变动合并报表

截至2026年9月26日和2025年9月27日的三十九周和十三周

和

2025年9月27日

（单位：千美元）

（未经审计）

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

普通股

额外

实缴

留存

按成本计量的库存股

累计
其他
综合

股份数

金额

资本

收益

股份数

金额

亏损

总计

2025年12月27日余额

68,590,708

686

261,256

2,852,680

34,531,982

(2,313,245

)

(5,712

)

795,665

净利润

39,440

股息（每股0.40美元）

(13,614

)

(13,614

)

购买普通股

150,923

(22,587

)

(22,587

)

Issuance of stock related to stock-based compensation plans

28,532

)

8,125

(1,037

)

(1,040

)

Stock-based compensation

2,487

Other comprehensive loss

(1,375

)

(1,375

)

Balance March 28, 2026

68,619,240

686

263,740

2,878,506

34,691,030

(2,336,869

)

(7,087

)

798,976

Net income

48,951

Dividends ($0.40 per share)

(13,567

)

(13,567

)

Purchases of common stock

Issuance of stock related to stock-based compensation plans

11,934

3,219

(17

)

(17

)

Stock-based compensation

2,933

Other comprehensive loss

(570

)

(570

)

Balance June 27, 2026

68,631,174

686

266,673

2,913,890

34,694,249

(2,336,862

)

(7,657

)

836,730

Net income

48,043

Dividends ($0.44 per share)

(14,914

)

(14,914

)

Purchases of common stock

232,645

(41,440

)

(41,440

)

Issuance of stock related to stock-based compensation plans

4,924

261

—

Stock-based compensation

3,023

Other comprehensive loss

(1,446

)

(1,446

)

Balance September 26, 2026

68,636,098

686

269,696

2,947,019

34,927,155

(2,378,302

)

(9,103

)

829,996

Table of Contents

Common Stock

Additional

Paid-In

Retained

Treasury Stock at Cost

Accumulated
Other
Comprehensive

Amount

Capital

Earnings

Amount

(Loss) Income

Total

Balance December 28, 2024

68,559,269

686

255,260

2,859,916

33,243,196

(2,131,413

)

(12,010

)

972,439

Net income

29,806

Dividends ($0.36 per share)

(12,688

)

(12,688

)

Purchases of common stock

386,318

(60,945

)

(60,945

)

Issuance of stock related to stock-based compensation plans

22,503

)

6,081

(907

)

(909

)

Stock-based compensation

2,038

Other comprehensive income

1,014

Balance March 29, 2025

68,581,772

686

257,296

2,877,034

33,635,595

(2,193,265

)

(10,996

)

930,755

Net income

41,893

Dividends ($0.40 per share)

(13,916

)

(13,916

)

Purchases of common stock

300,141

(42,350

)

(42,350

)

Issuance of stock related to stock-based compensation plans

7,646

146

)

Stock-based compensation

1,619

Other comprehensive income

3,832

Balance June 28, 2025

68,589,418

686

258,915

2,905,011

33,935,882

(2,235,622

)

(7,164

)

921,826

Net income

19,364

Dividends ($0.40 per share)

(13,861

)

(13,861

)

Purchases of common stock

308,709

(40,613

)

(40,613

)

Issuance of stock related to stock-based compensation plans

125

(17

)

(17

)

Stock-based compensation

1,586

Other comprehensive income

419

Balance September 27, 2025

68,589,418

686

260,501

2,910,514

34,244,716

(2,276,252

)

(6,745

)

888,704

See accompanying notes to consolidated financial statements.

Table of Contents

LANDSTAR SYSTEM, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The consolidated financial statements include the accounts of Landstar System, Inc. and its subsidiary, Landstar System Holdings, Inc., and reflect all adjustments (all of a normal, recurring nature) which are, in the opinion of management, necessary for a fair statement of the results for the periods presented. The preparation of the consolidated financial

statements

requires the use of management’s estimates. Actual results could differ from those estimates. Landstar System, Inc. and its subsidiary are herein referred to as “Landstar” or the “Company.” Significant intercompany accounts have been eliminated in consolidation.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form

10-K.

\n\n\n

(1)	Significant Accounting Policies

Revenue from Contracts with Customers – Disaggregation of Revenue

The following table summarizes (i) the percentage of consolidated revenue generated by mode of transportation and (ii) the total amount of truck transportation revenue hauled by BCO Independent Contractors and Truck Brokerage Carriers generated by equipment type during the thirty-nine-week and thirteen-week periods ended September 26, 2026 and September 27, 2025 (dollars in thousands):

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Thirty-Nine Weeks Ended			Thirteen Weeks Ended
Mode		September 26, 2026			September 27, 2025			September 26, 2026			September 27, 2025
Truck – BCO Independent Contractors			40	%			38	%			39	%			38	%
Truck – Truck Brokerage Carriers			53	%			54	%			54	%			52	%
Rail intermodal			2	%			2	%			2	%			2	%
Ocean and air cargo carriers			4	%			5	%			4	%			6	%
Truck Equipment Type		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Van equipment		$	2,080,868			$	1,769,440			$	759,949			$	583,369
非自有/平台设备		$	1,379,319			$	1,127,276			$	518,582			$	386,006
零担运输		$	73,845			$	72,229			$	24,933			$	24,480
其他卡车运输 (1)		$	289,298			$	288,807			$	103,707			$	96,041

\n\n\n

(1)	包括运输物流部门产生的仅提供动力、加急、直卡、货运厢式车及其他各类卡车运输收入。仅提供动力是指公司提供动力单元和操作员，但不提供拖挂设备的货运；拖挂设备通常由托运人或收货人提供。

\n\n\n

(2)

股份支付安排

截至2026年9月26日，公司设有员工股权激励计划，即2011年股权激励计划（“2011 EIP”）。公司还设有董事会成员股票薪酬计划，即2022年董事股票薪酬计划（“2022 DSCP”）。2011 EIP获授权发行公司普通股6,000,000股，2022 DSCP获授权发行公司普通股200,000股。本文分别将2011 EIP和2022 DSCP称为“计划”，合称“各项计划”。财务报表中确认的与这些计划相关的金额如下（单位：千）：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三十九周			截至十三周
		2026年9月 26日 2026			2025年9月 27日 2025			2026年9月 26日 2026			2025年9月 27日 2025
本期间各项计划的总成本		$	8,443			$	5,243			$	3,023			$	1,586
本期间确认的相关所得税优惠金额			(2,082	)			(1,179	)			(741	)			(387	)
\n
本期间各项计划的净成本		$	6,361			$	4,064			$	2,282			$	1,199
\n

截至2026年9月26日和2025年9月27日的三十九周期间确认的所得税优惠中，包含股票奖励产生的（超额税收优惠）税收不足额，分别为（14,000美元）和106,000美元。

截至2026年9月26日，2022 DSCP项下预留供发行的公司普通股为161,928股，2011 EIP项下预留供发行的公司普通股为2,589,785股。

限制性股票单位

下表汇总了公司各项计划下尚未结算的限制性股票单位（“RSU”）奖励信息，这些奖励附带业绩条件或市场条件：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	RSU 数量			加权平均授予日公允价值
截至2025年12月27日尚未结算		203,712			$	143.95
已授予		65,401			$	134.55
已没收		(45,208	)		$	154.76
\n					\n	\n
截至2026年9月26日尚未结算		223,905			$	139.02
\n					\n	\n

在截至2026年9月26日的三十九周期间，公司授予了附带业绩条件和市场条件的RSU，具体说明如下。截至2025年12月27日和2026年9月26日尚未结算的RSU均包括附带业绩条件和市场条件的RSU，具体说明如下以及公司《2025年年度报告》Form 10-K。

在截至2026年9月26日的三十九周期间授予的带有业绩条件的RSU，可于2029年、2030年和2031年的1月 31日归属，具体取决于摊薄后每股收益相较于2025财年业绩的增长情况，并根据以下项目进行调整以反映其加回：(i) 公司在2025年第一季度因与公司国际货运代理业务相关的供应链欺诈而计提的费用；以及(ii) 公司在2025财年记录的减值费用，涉及：决定积极寻求出售Landstar Metro, S.A.P.I. de C.V.（公司全资墨西哥运营子公司）；决定逐步停止Landstar Blue TMS；以及公司对Cavnue, LLC（一家非上市科技初创公司。）所作的非控股权益投资。

2026年1月 30日，公司授予了6,715份基于市场条件归属的RSU。这些RSU可根据特定的股东总回报（“TSR”）复合年增长率达成情况归属，并根据相关期间支付的股息（如有）及可能需要的资本调整进行调整；自授予日第六个周年日之后开始，每年均可归属，直至授予日第十个周年日之后。该RSU奖励的公允价值在授予时根据预期达成市场条件的情况确定。对于这些RSU奖励，公司在奖励服务期内按直线法确认薪酬费用，金额以授予单位数乘以RSU授予日公允价值计算。仅当员工因离职而未完成规定的服务期时，才会冲回此前确认的薪酬成本。

在截至2026年9月26日和2025年9月27日的三十九周期间，公司分别确认了约4,858,000美元和1,586,000美元与RSU奖励相关的股份薪酬费用。截至2026年9月26日，根据各计划授予的RSU奖励，尚未确认的薪酬成本总额最高为4,640万美元，预计平均剩余期限约为2.9年。对于带有业绩条件的RSU奖励，未来将确认的薪酬费用金额将根据未来经营业绩确定。

未归属

限制性股票和递延股票单位

下表汇总了公司根据各计划发行的尚未归属限制性股票和递延股票单位（定义见下文）的相关信息：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n	\n	\n
		股份数和递延股票单位			加权平均授予日公允价值
截至2025年12月27日未归属			53,776			$	168.95
授予			41,059			$	157.79
已归属			(31,570	)		$	167.44
没收			(4,615	)		$	164.59
\n						\n	\n
截至2026年9月26日未归属			58,650			$	162.29
\n						\n	\n

每股

未归属

restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s common stock on the date of grant. 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 the 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 or third 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 the recipient’s 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 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. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares.

As of September 26, 2026, there was $6,683,000 of total unrecognized compensation cost related to

non-vested

shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these

non-vested

shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 1.8 years.

\n\n\n

(3)	Income Taxes

The provisions for income taxes for the 2026 and 2025 thirty-nine-week periods were based on estimated annual effective income tax rates of 25.4% and 24.6%, respectively, adjusted for discrete events, such as excess tax benefits or deficiencies resulting from stock-based awards. The effective income tax rate for the 2026 thirty-nine-week period was 25.6%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2026 period primarily attributable to state taxes. The effective income tax rate for the 2025 thirty-nine-week period was 24.9%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2025 period primarily attributable to state taxes.

\n\n\n

(4)	Earnings Per Share

Basic earnings per common share are based on the weighted average number of 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 periods because the performance metric requirements or market condition for vesting had not been satisfied. 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 each of the 2026 and 2025 thirty-nine-week periods.

Table of Contents

\n\n\n

(5)

其他现金流信息

在截至2026年9月26日的三十九周期间，Landstar支付所得税和利息分别为$29,409,000和$3,583,000。在截至2025年9月27日的三十九周期间，Landstar支付所得税和利息分别为$45,646,000和$4,107,000。在截至2026年9月26日的三十九周期间，Landstar通过签订融资租赁取得了$28,608,000的运营财产。在截至2025年9月27日的三十九周期间，Landstar未通过签订融资租赁取得任何运营财产。在截至2026年9月26日的三十九周期间，公司购买普通股的总成本为$64,003,000，其中包括$63,416,000的现金购买额和应计消费税$587,000，该消费税列入2026年9月26日合并资产负债表的其他流动负债。公司还支付了普通股购买消费税$1,762,000，该税款列入2025年12月27日合并资产负债表的其他流动负债。在截至2025年9月27日的三十九周期间，公司购买普通股的总成本为$143,908,000，其中包括$142,512,000的现金购买额和应计消费税$1,396,000，该消费税列入2025年9月27日合并资产负债表的其他流动负债。

\n\n\n

(6)

分部信息

公司报告两个经营分部的业绩：运输物流分部和保险分部。公司的首席经营决策者（“CODM”）是我们的首席执行官。CODM主要根据营业收入评估各分部的业绩并做出资源分配决策；营业收入是用于监控公司各分部预算与实际结果的主要财务指标。通常不会向CODM提供按分部划分的资产信息以用于评估业绩或分配资源，因此未列示此类信息。

下表汇总了截至2026年9月26日和2025年9月27日的三十九周和十三周期间，公司应报告业务分部的信息（单位：千）：

截至三十九周

2026年9月26日

2025年9月27日

运输
物流

保险

合计

运输
物流

保险

合计

外部收入

4,071,824

43,518

4,115,342

3,525,234

44,057

3,569,291

内部收入

63,053

64,110

总收入

4,071,824

106,571

4,178,395

3,525,234

108,167

3,633,401

投资收益

7,943

10,620

外购运输

3,212,442

2,775,761

支付给代理商的佣金

319,254

291,529

其他运营成本，扣除资产出售/处置收益后

53,971

46,996

保险和索赔

94,043

99,203

193,246

89,387

78,032

167,419

销售、一般及行政费用

181,789

9,745

191,534

165,860

8,443

174,303

折旧和摊销

30,887

35,884

无形资产及其他资产减值

30,104

营业收入

179,438

5,566

185,004

89,713

32,312

122,025

商誉

34,005

营业收入

185,004

122,025

利息和债务费用 (1)

1,692

756

所得税前收入

183,312

121,269

截至十三周

2026年9月26日

2025年9月27日

运输
物流

保险

合计

运输
物流

保险

合计

外部收入

1,497,058

14,729

1,511,787

1,190,802

14,604

1,205,406

内部收入

11,430

11,017

总收入

1,497,058

26,159

1,523,217

1,190,802

25,621

1,216,423

投资收益

2,264

3,293

外购运输

1,182,045

936,472

支付给代理商的佣金

117,676

98,693

其他运营成本（扣除资产出售/处置收益）

21,226

15,572

保险和理赔

32,582

34,118

66,700

26,014

18,011

44,025

销售、一般及行政费用

59,047

3,329

62,376

53,875

3,140

57,015

折旧和摊销

9,918

11,509

无形资产及其他资产减值

30,104

营业收入（亏损）

74,564

(9,024

)

65,540

18,563

7,763

26,326

营业收入

65,540

26,326

利息和债务费用 (1)

362

217

所得税前收入

65,178

26,109

\n\n\n

(1)	利息和债务费用包括：(i) 运输物流部门持有的现金余额所赚取的利息收入，在2026年和2025年的三十九周期间分别为2,088和3,549，在2026年和2025年的十三周期间分别为837和1,140；以及(ii) 合并利息费用总额，在2026年和2025年的三十九周期间分别为3,780和4,305，在2026年和2025年的十三周期间分别为1,199和1,357。

在截至2026年9月 26日和2025年9月 27日的三十九周期间，没有任何单一客户占公司合并收入的

超

过10%。

\n\n\n

(7)

其他综合收益

下表列示截至2026年9月 26日的三十九周期间累计其他综合亏损（扣除相关所得税后）的组成部分及变动情况（单位：千美元）：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		可供出售证券的未实现持有损失			外币折算			合计
截至2025年12月 27日的余额		$	(396	)		$	(5,316	)		$	(5,712	)
其他综合亏损			(2,233	)			(1,158	)			(3,391	)
\n
截至2026年9月 26日的余额		$	(2,629	)		$	(6,474	)		$	(9,103	)
\n

在随附的合并收益表中，由于先前未实现的收益和损失实现而从累计其他综合收益重分类至投资收益的金额，在截至2026年9月 26日的三十九周期间并不重大。

\n\n\n

(8)

投资

投资主要包括期限最长为五年的投资级公司债券、资产支持证券、商业票据和美国国债（“债券投资组合”），以及货币市场投资。债券投资组合中的投资列为可供出售，并按公允价值计量。自资产负债表日起一年内到期的投资列入合并资产负债表中的短期投资，自资产负债表日起一年后到期的投资列入其他资产。管理层会分析可供出售投资未实现亏损的性质，以确定是否需要计提信用损失准备。未实现亏损是指截至期末投资购买价格超过其公允价值的部分；若被认为由信用相关因素导致，则计入利润表中的费用；若被认为由非信用相关因素导致，则计入股东权益的组成部分。在活跃市场中基于报价计量的投资归类为第 1 级。在不被认为活跃的市场中交易、但基于报价计量的投资归类为第 2 级。由于第 2 级投资包括未在活跃市场交易的头寸，估值可能会根据流动性不足和/或不可转让性，进行调整，此类调整通常基于可获得的市场信息。各层级之间的任何转移均在报告期初确认。债券投资组合的公允价值采用与美国国债和货币市场投资相关的第 1 级输入值，以及与投资级公司债券、资产支持证券、商业票据和政府机构直接债务相关的第 2 级输入值确定。截至2026年9月26日和2025年12月27日，债券投资组合投资的未实现亏损（扣除未实现收益）分别为3,350,000美元和504,000美元。

截至2026年9月26日和2025年12月27日，可供出售投资的摊余成本和公允价值如下（单位：千美元）：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		摊余成本			未实现收益总额			未实现亏损总额			公允价值
2026年9月26日		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
货币市场投资		$	5,557			$	—			$	—			$	5,557
资产支持证券			12,827				—				1,267				11,560
公司债券、商业票据及政府机构直接债务			113,059				26				2,073				111,012
美国国债			20,528				—				36				20,492
\n
合计		$	151,971			$	26			$	3,376			$	148,621
\n
2025年12月27日		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
货币市场投资		$	15,046			$	—			$	—			$	15,046
资产支持证券			19,380				43				1,128				18,295
公司债券、商业票据及政府机构直接债务			103,425				1,097				523				103,999
美国国债			9,666				7				—				9,673
\n
合计		$	147,517			$	1,147			$	1,651			$	147,013

对于截至2026年9月26日和2025年12月27日存在未实现亏损的可供出售投资，下表汇总了未实现亏损的持续时间（单位：千美元）：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		少于12个月			12个月或更长时间			合计
		公允价值			未实现损失			公允价值			未实现损失			公允价值			未实现损失
2026年9月26日		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
资产支持证券		$	4,441			$	203			$	7,119			$	1,064			$	11,560			$	1,267
公司债券、商业票据和政府机构直接债务			94,588				1,495				4,498				578				99,086				2,073
美国国债			20,492				36				—				—				20,492				36
\n
总计		$	119,521			$	1,734			$	11,617			$	1,642			$	131,138			$	3,376
\n
2025年12月27日		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
资产支持证券		$	2,768			$	386			$	10,425			$	742			$	13,193			$	1,128
公司债券、商业票据和政府机构直接债务			16,772				56				13,818				467				30,590				523
\n
总计		$	19,540			$	442			$	24,243			$	1,209			$	43,783			$	1,651
\n

公司认为，投资未实现亏损主要由利率上升而非信用质量变化所致。公司预计，通过收取每种证券的全部合同现金流，将收回这些证券的摊余成本基础；公司无意出售这些证券，也预计在收回成本基础之前不会被要求出售。因此，合并损益表中未确认任何亏损。

\n\n\n

(9)

租赁

Landstar 的不可撤销租赁主要包括用于购置新拖车设备的融资租赁。每项用于购置拖车设备的融资租赁期限为五年，租赁期满时可选择以 $1 购买相关设备。Landstar 几乎所有的经营租赁使用权资产和经营租赁负债，均代表为支持公司 BCO 独立承包商网络而租赁的设施，以及用于开展 Landstar 业务的办公空间。

这些租赁没有大幅租金递增免租期、优惠、租赁改良激励或其他

建设

条款。此外，租赁不包含或有租金条款。Landstar 还根据

“按月”

租赁条款租用某些拖车设备，以补充公司自有拖车车队。由于租期少于十二个月，可适用短期租赁豁免，因此无需在资产负债表中记录。转租收入主要来自向 BCO 独立承包商提供的按周拖车设备租赁。

Landstar 的大多数经营租赁都包含一个或多个续租选择权。是否行使租赁续约选择权通常由 Landstar 自行决定，因此，大多数延长租期的续约并未计入

使用权

资产和租赁负债，因为无法合理确定一定会行使。Landstar 定期评估续约选择权；当能够合理确定会行使时，Landstar 会将续约期限计入租赁期。

由于 Landstar 的大多数经营租赁未提供隐含利率，Landstar 使用租赁开始日可获得的信息确定增量借款利率，并据此计算租赁付款额的现值。Landstar 采用集中管理的资金职能；因此，结合适用的租赁条款和当前经济环境，公司采用组合方法确定增量借款利率。

截至 2026 年 9 月 26 日的三十九周，融资租赁和经营租赁的租赁成本构成如下（单位：千美元）：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n
融资租赁：		\n	\n
使用权资产摊销		$	12,566
租赁负债利息			2,777
\n
融资租赁总成本			15,343
经营租赁：		\n	\n
租赁成本			4,962
可变租赁成本			—
转租收入			(4,864	)
\n
经营租赁净成本总额			98
\n
租赁净成本总额		$	15,441
\n

截至2026年9月26日，公司合并资产负债表中的租赁分类汇总如下（单位：千美元）：

资产：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n
经营租赁使用权资产		其他资产		$	414
融资租赁资产		经营性财产，扣除累计折旧和摊销			114,427
\n		\n
租赁资产总额		\n		$	114,841
\n		\n

负债：

下表将融资租赁和经营租赁的未折现现金流与截至2026年9月26日资产负债表中记录的融资租赁负债和经营租赁负债进行了调节（单位：千美元）：

\n	\n	\n	\n	\n	\n	\n	\n
		融资租赁			经营租赁
2026年剩余期间		$	8,310			$	75
2027			27,576				264
2028			23,672				94
2029			19,300				—
2030			8,386				—
此后			4,573				—
\n
未来最低租赁付款总额			91,817				433
减：代表利息的金额（1.9%至6.4%）			9,146				19
\n
最低租赁付款现值		$	82,671			$	414
\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n	\n	\n
长期债务的流动部分			25,772			\n	\n
长期债务（不包括流动部分）			56,899			\n	\n
其他流动负债		\n	\n	\n			277
递延所得税及其他非流动负债		\n	\n	\n			137

截至2026年9月26日，融资租赁和经营租赁的加权平均剩余租赁期限及加权平均折现率如下：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n	\n	\n
		融资租赁			经营租赁
加权平均剩余租赁期限（年）			3.6				1.6
加权平均折现率			5.7	%			5.5	%

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(10)

债务

除合并资产负债表中列示的融资租赁义务外，截至2026年9月26日和2025年12月27日，公司没有未偿债务。

2026年6月30日，Landstar与由JPMorgan Chase Bank, N.A.牵头的银团签订了日期为2026年6月30日的第三次修订及重述信贷协议（“第三次修订及重述信贷协议”）。该事项此前已在2026年7月6日向SEC提交的Form 8-K中披露。该协议修订并重述了当时现行的第二次修订及重述信贷协议。第三次修订及重述信贷协议将于2031年6月30日到期，提供300,000,000美元的循环信贷额度，其中100,000,000美元可用于信用证。该协议还包含一项非承诺性“扩容”条款，允许将循环信贷额度最多增加500,000,000美元。

本文将第三次修订及重述信贷协议称为“信贷协议”。截至2026年9月26日，公司未动用信贷协议项下的借款。

根据 Landstar 的选择，信贷协议项下的循环信贷贷款按以下利率计息：(i) 以有担保隔夜融资利率为基础的前瞻性期限利率，加上适用利差，利差范围为 1.25% 至 2.00%；或 (ii) 替代基准利率加上适用利差，利差范围为 0.25% 至 1.00%。两种情况下，适用利差均根据公司最近一个已提交财务报表的适用财季末的净杠杆率（定义见信贷协议）确定。循环信贷额度还需按季后付承诺费，费率为 0.175% 至 0.25%，具体根据公司最近一个已提交财务报表的适用财季末的净杠杆率确定。

信贷协议包含若干限制性契约，其中包括限制新增债务。公司须履行若干义务，包括维持信贷协议所述的最低利息覆盖率，并将净杠杆率（定义见信贷协议）维持在规定上限以下。若信贷协议项下发生违约，该协议将限制公司就其股本向股东支付现金股息及进行其他分配。此外，在某些情况下，信贷协议还限制此类现金股息及其他股东分配的金额：若支付该等款项后，按备考基准计算的公司最近完成财季末净杠杆率将超过2.5比1，则适用该限制。信贷协议规定，若发生若干事件（包括某个人或团体收购公司已发行股本的 35% 或以上、取得选举公司多数董事的权力，或董事不再由多数持续董事（定义见信贷协议）组成），则构成违约事件。管理层目前认为，这些契约均不会对公司的运营、资本资源或流动性造成重大限制。公司目前遵守信贷协议项下的所有债务契约。

循环信贷额度项下借款的利率通常与短期利率挂钩，因此账面价值近似于公允价值。融资租赁借款的利率接近公司目前在类似条款下可获得的利率，因此账面价值近似于公允价值。

\n\n\n

(11)

承诺与或有事项

短期投资包括截至 2026 年 9 月 26 日公司保险业务部门持有的投资中将在一年内到期的部分，金额为 $53,683,000。债券投资组合中金额为 $94,938,000 的非流动部分计入其他资产。短期投资连同 $30,018,000 的非流动投资，为用于担保保险索赔付款的 $75,331,000 备用信用证提供抵押。截至 2026 年 9 月 26 日，Landstar 还根据公司的信贷协议开立了 $34,786,000 的额外未偿备用信用证。

公司因正常经营活动涉及若干索赔和未决诉讼。其中许多索赔全部或部分由保险承保。根据对事实的了解，并在某些情况下依据外部律师的意见，管理层认为，已就所有此类索赔和未决诉讼的解决计提了充分的、针对可能发生且可合理估算损失的准备金；在计提相关准备金后，最终结果不会对公司的财务状况产生重大不利影响，但可能对某一季度或年度的经营业绩产生重大影响。

为商业卡车运输责任提供超额保障的第三方保险安排，针对超过公司自保留存额或适用免赔额的部分，通常要求公司先向索赔人支付和解款，再向适用的第三方保险提供商申请偿付。对于超过公司自保留存额或适用免赔额的索赔和解，公司会计提预计和解款，并就预计在支付和解款后从第三方保险提供商收回的金额确认相应应收款项。该负债及相关应收款项按总额列示。截至2026年9月26日，公司的合并资产负债表中包含一项总额为$21,000,000的负债，用于预计支付超过公司自保留存额或免赔额的和解款。公司认为，在支付应计金额中包含的和解款后，这些应收款项很可能能够从第三方保险提供商收回。公司根据适用第三方保险提供商的信用状况及盈余、与该提供商过往的合作经验，以及适用保险安排的合同条款评估这些应收款项的可收回性。

\n\n\n

(12)	自保索赔会计估计变更

Landstar主要依据精算结果计提自保索赔的估计成本。已发生索赔估计负债的入账金额，基于适用资产负债表日已知的事实和情况。这些索赔最终解决时的金额可能高于或低于管理层的估计。随着有关每项索赔状态的新信息或修订信息出现，公司会持续修订现有索赔估计。历年来，公司各项计划中以往年度索赔估计均曾出现有利和不利的发展。

下表汇总了因以往年度自保索赔估计出现不利发展而导致保险索赔成本增加，对截至2026年9月26日和2025年9月27日的三十九周及十三周期间合并收益表中列示的营业收入、净收入以及基本和摊薄后每股收益造成的不利影响（单位：千美元，每股金额除外）：

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至以下日期的三十九周			截至以下日期的十三周
		2026年9月26日 2026年			9月 27日， 2025			9月 26日， 2026			9月 27日， 2025
营业收入		$	37,317			$	22,860			$	21,924			$	9,219
净收入		$	27,838			$	17,236			$	16,355			$	6,951
基本及稀释后每股收益		$	0.82			$	0.49			$	0.48			$	0.20

截至2026年9月 26日的三十九周期间，往年索赔的不利发展主要归因于公司精算确定的索赔准备金增加、涉及租赁给公司旗下汽车运输子公司的BCO独立承包商的若干具体商业卡车索赔、若干具体卡车经纪索赔，以及供应链欺诈和盗窃造成的货物损失情况。

\n\n\n

(13)

子公司停业

在2025财年，公司与一名财务顾问达成安排，积极推介其墨西哥子公司Landstar Metro, S.A.P.I. de C.V.（“Landstar Metro”），并考虑该子公司的其他战略替代方案。2026财年第二季度，公司停止积极推介Landstar Metro，并启动其业务停业及部分资产出售。因此，Landstar Metro的资产和负债在2026年9月 26日的合并资产负债表中不再列为持有待售。预计Landstar Metro的处置不会对公司提供美国与墨西哥跨境服务的能力产生不利影响，因为Landstar Metro主要从事墨西哥境内卡车运输服务。

截至2026年9月 26日的三十九周期间，公司确认了与Landstar Metro相关的减值损失 $679,000 ，并计入公司合并损益表中的销售、一般及管理费用。截至2026年第三季度末，公司基本完成了停业流程。虽然公司目前预计停业流程不会产生进一步费用，但无法保证公司不会因Landstar Metro最终解散而产生额外费用和开支。

\n\n\n

(14)

近期会计公告

已发布但尚未采用的会计准则

2024年11月，FASB发布了ASU 2024-03, 损益表——综合收益报告——费用分类披露（子主题 220-40）：损益表费用分类（“ASU 2024-03”），该准则扩大了对某些类别费用的披露要求。ASU 2024-03适用于2026年12月 15日之后开始的年度期间。公司目前正在评估ASU 2024-03对其披露的影响，但预计该准则更新不会影响公司的经营业绩或财务状况。

以下内容是根据《1995年私人证券诉讼改革法》作出的“安全港”声明。本文件中并非基于历史事实的陈述均为“前瞻性陈述”。本管理层对财务状况和经营成果的讨论与分析及本Form 10-Q的其他部分包含前瞻性陈述，例如涉及Landstar业务目标、计划、战略和预期的陈述。“预计”“相信”“估计”“意图”“预期”“计划”“预测”“可能”“应当”“可以”“将会”“将”等词语及其否定形式和类似表达旨在表明前瞻性陈述。此类陈述本质上受不确定性和风险影响，包括但不限于：运输服务需求下降；美国贸易关系以及可能实施或已实施的关税；事故或其他索赔的发生频率或严重程度上升；现有事故索赔的不利进展；与事故或其他索赔相关的大额判决或和解；依赖第三方保险公司；依赖独立佣金销售代理；依赖第三方运力提供商；俄罗斯与乌克兰冲突对某些独立佣金销售代理运营的影响，包括该代理是公司2025财年按收入计的第二大此类代理；行业竞争激烈；公司计算机系统中断或故障；网络安全及其他信息安全事件；依赖关键供应商；税收可能发生变化；独立承包商的身份认定；监管和立法变化；针对柴油排放及其他空气质量问题的法规；要求购买和使用零排放车辆的法规；知识产权；收购和投资；经纪人责任索赔风险增加；以及Landstar 2025财年Form 10-K第1A项“风险因素”、Landstar 2026年第二季度Form 10-Q第1A项“风险因素”、本报告或Landstar不时向美国证券交易委员会提交的其他文件中详述的其他运营、财务或法律风险或不确定性。这些风险和不确定性可能导致实际结果或事件与历史结果或预期结果存在重大差异。投资者不应过度依赖此类前瞻性陈述，公司不承担公开更新或修订任何前瞻性陈述的义务。

引言

Landstar System, Inc.及其子公司Landstar System Holdings, Inc.（连同其子公司及其他关联公司，以下统称“Landstar”或“公司”）是一家以技术为支撑、轻资产运营的货运运输与物流解决方案提供商，专注于安全、保障和服务，通过代理商、第三方运力提供商及员工组成的网络，为广泛的客户群体提供服务。公司通过多种运输方式为客户提供服务，既能安排单批货物运输，也能提供全面的第三方物流解决方案，以满足客户的所有运输需求。Landstar主要在美国各地提供服务，也在较小程度上于加拿大和墨西哥提供服务，并提供美国与加拿大、墨西哥及世界其他国家之间的运输服务。公司的服务侧重于信息协调，通过约980名独立佣金销售代理和超过75,000家第三方运力提供商（主要为卡车运力提供商）组成的网络交付，这些参与方由公司提供并协调的一系列数字技术连接起来。公司的业务性质决定了其相当一部分运营成本会随收入直接变动。

Landstar主要通过独立佣金销售代理营销其货运运输和物流服务，并完全依靠第三方运力提供商运输客户货物。Landstar的独立佣金销售代理与公司签订合同，负责寻找货源、将货物提供给Landstar的运力提供商，并与客户和运力提供商协调货物运输。公司的第三方运力提供商包括：通过独家租赁安排向公司提供卡车运力的独立承包商（“BCO独立承包商”）；根据非独家合同安排向公司提供卡车运力的无关联卡车公司（“卡车经纪承运商”）；航空货运承运商、海运承运商及铁路公司。Landstar通过这一由代理商和运力提供商组成、并由其数字技术生态系统连接起来的网络，主要在北美各地经营货运运输和物流业务，最近一个已完成财年收入为$4.7 billion。公司报告两个经营分部的业绩：运输物流分部和保险分部。

The transportation logistics segment provides a wide range of freight transportation and logistics services. Transportation services are provided by Landstar’s “Operating Subsidiaries”: Landstar Ranger, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Gemini, Inc., Landstar Transportation Logistics, Inc., Landstar Global Logistics, Inc., Landstar Express America, Inc., Landstar Canada, Inc., Landstar Metro, S.A.P.I. de C.V., and Landstar Blue, LLC. 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, hazardous materials (“haz-mat”), cold chain/temperature-controlled, U.S.-Canada and U.S.-Mexico cross-border, 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, military equipment and general commodities. In addition, the transportation logistics segment provides transportation services to other transportation companies, including third party logistics and less-than-truckload service providers. The independent commission sales agents market services provided by the transportation logistics segment. Billings for freight transportation services are typically charged to customers on a per shipment basis for the physical transportation of freight and are referred to as transportation revenue. During the thirty-nine weeks ended September 26, 2026, revenue generated by BCO Independent Contractors, Truck Brokerage Carriers and railroads represented approximately 40%, 53% and 2%, respectively, of the Company’s consolidated revenue. Collectively, revenue generated by air and ocean cargo carriers represented approximately 4% of the Company’s consolidated revenue in the thirty-nine-week period ended September 26, 2026.

The insurance segment is comprised of Signature Insurance Company (“Signature”), a wholly-owned offshore insurance subsidiary, and Risk Management Claim Services, Inc. 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 and reinsurance 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. Revenue at the insurance segment represented approximately 1% of the Company’s consolidated revenue for the thirty-nine-week period ended September 26, 2026.

Changes in Financial Condition and Results of Operations

Management believes the Company’s success principally depends on its ability to generate freight transportation opportunities through its network of independent commission sales agents and to deliver freight safely, securely and efficiently utilizing BCO Independent Contractors and other third party capacity providers. Management believes the most significant factors to the Company’s success include increasing revenue, sourcing capacity, empowering its network through technology-based tools and controlling costs, including insurance and claims.

Revenue

While customer demand, which is subject to overall economic conditions, ultimately drives increases or decreases in revenue, the Company primarily relies on its independent commission sales agents to establish customer relationships and generate revenue opportunities. Management’s emphasis with respect to revenue growth is on revenue generated by independent commission sales agents who on an annual basis generate $1 million or more of Landstar revenue (“Million Dollar Agents”). Management believes future revenue growth is primarily dependent on its ability to increase both the revenue generated by Million Dollar Agents and the number of Million Dollar Agents through a combination of recruiting new agents, increasing the revenue opportunities generated by existing independent commission sales agents and providing its independent commission sales agents with technologies they may use to grow revenue and increase efficiencies at their businesses. During the 2025 fiscal year, 457 independent commission sales agents generated $1 million or more of Landstar revenue and thus qualified as Million Dollar Agents. During the 2025 fiscal year, the average revenue generated by a Million Dollar Agent was $9,827,000 and revenue generated by Million Dollar Agents in the aggregate represented 95% of consolidated revenue.

Management monitors business activity by tracking the number of loads (volume) and revenue per load by mode of transportation. Revenue per load can be influenced by many factors other than a change in price. Those factors include the average length of haul, freight type, special handling and equipment requirements, fuel costs and delivery time requirements. For shipments involving two or more modes of transportation, revenue is generally classified by the mode of transportation having the highest cost for the load. The following table summarizes this information by trailer type for truck transportation and by mode for all others:

\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n
		Thirty-Nine Weeks Ended			Thirteen Weeks Ended
		September 26,			September 27,			September 26,			September 27,
		2026			2025			2026			2025
Revenue generated through (in thousands):		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truck transportation		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truckload:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Van equipment		$	2,080,868			$	1,769,440			$	759,949			$	583,369
Unsided/platform equipment			1,379,319				1,127,276				518,582				386,006
Less-than-truckload			73,845				72,229				24,933				24,480
Other truck transportation (1)			289,298				288,807				103,707				96,041
\n
Total truck transportation			3,823,330				3,257,752				1,407,171				1,089,896
Rail intermodal			74,881				63,183				27,806				23,668
Ocean and air cargo carriers			153,047				188,696				55,334				72,270
Other (2)			64,084				59,660				21,476				19,572
\n
\n		$	4,115,342			$	3,569,291			$	1,511,787			$	1,205,406
\n
Revenue on loads hauled via BCO Independent Contractors included in total truck transportation		$	1,629,408			$	1,345,852			$	590,987			$	457,363
Number of loads:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truck transportation		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truckload:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Van equipment			870,347				850,047				294,875				277,893
Unsided/platform equipment			375,093				369,495				128,398				123,254
Less-than-truckload			95,729				115,692				29,834				38,862
Other truck transportation (1)			143,311				135,606				47,543				45,421
\n
Total truck transportation			1,484,480				1,470,840				500,650				485,430
Rail intermodal			23,600				21,960				8,490				7,990
Ocean and air cargo carriers			20,840				24,370				6,970				7,810
\n
\n			1,528,920				1,517,170				516,110				501,230
\n
Loads hauled via BCO Independent Contractors included in total truck transportation			644,870				597,010				212,660				199,010
Revenue per load:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truck transportation		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truckload:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Van equipment		$	2,391			$	2,082			$	2,577			$	2,099
Unsided/platform equipment			3,677				3,051				4,039				3,132
Less-than-truckload			771				624				836				630
Other truck transportation (1)			2,019				2,130				2,181				2,114
Total truck transportation			2,576				2,215				2,811				2,245
Rail intermodal			3,173				2,877				3,275				2,962
Ocean and air cargo carriers			7,344				7,743				7,939				9,254
Revenue per load on loads hauled via BCO Independent Contractors		$	2,527			$	2,254			$	2,779			$	2,298
Revenue by capacity type (as a % of total revenue):		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Truck capacity providers:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
BCO Independent Contractors			40	%			38	%			39	%			38	%
Truck Brokerage Carriers			53	%			54	%			54	%			52	%
Rail intermodal			2	%			2	%			2	%			2	%
Ocean and air cargo carriers			4	%			5	%			4	%			6	%
Other			2	%			2	%			1	%			2	%

\n\n\n

⁽¹⁾

Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee.

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⁽²⁾	Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro.

Expenses

Purchased transportation

Also critical to the Company’s success is its ability to secure capacity, particularly truck capacity, at rates that allow the Company to profitably transport customers’ freight. The following table summarizes the number of available truck capacity providers on the dates indicated:

\n\n	\n	\n	\n	\n\n	\n	\n	\n
		September 26, 2026			September 27, 2025
BCO Independent Contractors			7,843				7,827
Truck Brokerage Carriers:		\n	\n	\n		\n	\n
Approved and active ⁽¹⁾			39,460				40,004
Other approved			28,455				27,461
\n
\n			67,915				67,465
\n
Total available truck capacity providers			75,758				75,292
\n
Trucks provided by BCO Independent Contractors			8,709				8,618

\n\n\n

⁽¹⁾	Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal quarter end.

Purchased transportation represents the amount a BCO Independent Contractor or other third party capacity provider is paid to haul freight. The amount of purchased transportation paid to a BCO Independent Contractor is primarily based on a contractually agreed-upon percentage of revenue generated by loads hauled by the BCO Independent Contractor. Purchased transportation paid to a Truck Brokerage Carrier is based on either a negotiated rate for each load hauled or, to a lesser extent, a contractually agreed-upon fixed rate per load. Purchased transportation paid to railroads and ocean cargo carriers is based on either a negotiated rate for each load hauled or a contractually agreed-upon fixed rate per load. Purchased transportation paid to air cargo carriers is generally based on a negotiated rate for each load hauled. Purchased transportation as a percentage of revenue for truck brokerage, rail intermodal and ocean cargo services is normally higher than that of BCO Independent Contractor and air cargo services. Purchased transportation is the largest component of costs and expenses and, on a consolidated basis, increases or decreases as a percentage of consolidated revenue in proportion to changes in the percentage of consolidated revenue generated through BCO Independent Contractors and other third party capacity providers and external revenue from the insurance segment, consisting of reinsurance premiums. Purchased transportation as a percent of revenue also increases or decreases in relation to the availability of truck brokerage capacity and with changes in the price of fuel on revenue generated from shipments hauled by Truck Brokerage Carriers. The Company passes 100% of fuel surcharges billed to customers for freight hauled by BCO Independent Contractors to its BCO Independent Contractors. These fuel surcharges are excluded from revenue and the cost of purchased transportation. Purchased transportation costs are recognized over the freight transit period as the performance obligation to the customer is completed.

Commissions to agents

Commissions to agents are based on contractually agreed-upon percentages of (i) revenue, (ii) revenue less the cost of purchased transportation, or (iii) revenue less a contractually agreed-upon percentage of revenue retained by Landstar and the cost of purchased transportation (the “retention contracts”). Commissions to agents as a percentage of consolidated revenue vary directly with fluctuations in the percentage of consolidated revenue generated by the various modes of transportation and reinsurance premiums and, in general, vary inversely with changes in the amount of purchased transportation as a percentage of revenue on services provided by Truck Brokerage Carriers, railroads, air cargo carriers and ocean cargo carriers. Commissions to agents are recognized over the freight transit period as the performance obligation to the customer is completed.

Other operating costs, net of gains on asset sales/dispositions

Maintenance costs for Company-provided trailing equipment, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and recruiting and qualification costs for BCO Independent Contractors are the largest components of other operating costs. Also included in other operating costs are trailer rental costs and gains/losses, if any, on sales of Company-owned trailing equipment.

As previously disclosed by the Company in current and periodic reports filed with the SEC, during the last week of the Company’s 2025 first quarter, the Company identified a supply chain fraud relating to the Company’s international freight forwarding operations. Other operating costs during the thirty-nine-week period ended September 27, 2025 included a $4.8 million expense relating to this matter.

Insurance and claims

With respect to insurance and claims cost, potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable.

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 million. 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.

Effective June 1, 2026, the Company entered into a new three year commercial auto liability insurance arrangement for losses incurred between $5 million and $10 million (the “2026 Initial Excess Policy”) with a third party insurance company. For commercial trucking claims incurred on or after June 1, 2026 through May 31, 2029, the 2026 Initial Excess Policy provides for a limit for a single loss of $5 million, with a $10 million per policy year aggregate limit and an aggregate limit of $15 million over the thirty-six month term. It also includes a $2.5 million per policy year aggregate loss corridor. Moreover, in the event paid aggregate losses under the 2026 Initial Excess Policy during the three year period ending May 31, 2029 exceed a pre-determined threshold amount, the 2026 Initial Excess Policy requires the Company to pay an additional premium up to a maximum amount of $4 million.

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. Over the past fifteen years, there has been a significant increase in the occurrence of trials in courts throughout the United States involving catastrophic injury and fatality claims against commercial motor carriers that have resulted in verdicts in excess of $10 million. Within the transportation logistics industry, these verdicts are often referred to as “Nuclear Verdicts.” The increase in Nuclear Verdicts has had a significant impact on the cost of commercial auto liability claims throughout the United States. Due to the increasing cost of commercial auto liability claims, the availability of excess coverage has significantly decreased, and the pricing associated with such excess coverage, to the extent available, has significantly increased. Since the annual policy year ended April 30, 2020, as compared to the annual policy year ending May 31, 2027, the Company experienced an increase of approximately $21 million, or approximately 390%, in the premiums charged by third party insurance companies to the Company for excess coverage for commercial trucking liabilities in excess of $10 million.

Moreover, 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 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. For example, with respect to a single hypothetical claim in the amount of $65 million incurred during the annual policy year ending May 31, 2027, the Company would have an aggregate financial exposure of approximately $33 million. Within the Company’s third party insurance arrangements providing excess coverage for commercial trucking liabilities, structured arrangements with third party reinsurers within a specific loss layer may also include provisions that require additional payments of premium in the event of unfavorable loss experience or a refund of premium in the event of favorable loss experience.

Furthermore, the Company’s third party insurance arrangements provide excess coverage up to an uppermost coverage layer, in excess of which the Company retains additional financial exposure. No assurances can be given that the availability of excess coverage for commercial trucking claims will not continue to deteriorate, that the pricing associated with such excess coverage, to the extent available, will not continue to increase, nor that insurance coverage from third party insurers for excess coverage of commercial trucking claims will even be available on commercially reasonable terms at certain levels. Moreover, the occurrence of a Nuclear Verdict, or the settlement of a catastrophic injury and/or fatality claim that could have otherwise resulted in a Nuclear Verdict, could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations.

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 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. The Company’s exposure to liability associated with accidents incurred by Truck Brokerage Carriers, railroads and air and ocean cargo carriers who transport freight on behalf of the Company may be reduced by various legal defenses and other factors including the extent to which such carriers maintain their own insurance coverage. However, Montgomery v. Caribe Transport II, LLC has narrowed our ability to rely on Federal Aviation Administration Authorization Act of 1994 (the “FAAAA”) preemption as a defense by holding that state-law negligent selection claims against freight brokers fall within the statute’s motor vehicle safety exception, which could have an adverse impact on our claims experience. A material increase in the frequency or severity of accidents, cargo claims or workers’ compensation claims or the material unfavorable development of existing claims could have a material adverse effect on Landstar’s cost of insurance and claims and its results of operations. For more information, see Part II, Item 1A, “Risk Factors—Increased exposure to Broker Liability Claims” in the Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2026 and Part I, Item 1A, “Risk Factors—Increased severity or frequency of accidents and other claims or a material unfavorable development of existing claims” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025.

Selling, general and administrative

During the thirty-nine-week period ended September 26, 2026, employee compensation and benefits accounted for approximately 65% of the Company’s selling, general and administrative costs. Employee compensation and benefits include wages and employee benefit costs as well as incentive compensation and stock-based compensation expense. Incentive compensation and stock-based compensation expense is highly variable in nature in comparison to wages and employee benefit costs.

Depreciation and amortization

Depreciation and amortization primarily relate to depreciation of trailing equipment and information technology hardware and software.

Impairment of intangible and other assets

As previously disclosed by the Company in current and periodic reports filed with the SEC, during the 2025 third quarter, the Company recorded certain non-cash, non-recurring impairment charges of $30,104,000 in the aggregate (the “Non-Cash Impairment Charges”). The Non-Cash Impairment Charges represented $0.66 per basic and diluted share. The Non-Cash Impairment Charges consisted of:

\n\n\n\n\n

•

$16,142,000, or $0.35 per basic and diluted share, in impairment charges to goodwill and certain other assets related to the Company’s decision to actively market for sale Landstar Metro, S.A.P.I. de C.V. (“Landstar Metro”), the Company’s wholly-owned Mexican operating subsidiary, principally engaged in intra-Mexico truck transportation services. For additional information regarding the disposition of Landstar Metro, see Note 13 in the “Notes to Consolidated Financial Statements” in this Quarterly Report on Form 10-Q.

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$8,963,000, or $0.20 per basic and diluted share, in impairment charges related to the decision to select one of the Company’s transportation management systems as its primary such system for truckload brokerage services and, in connection with that decision, wind down an alternative transportation management system used by Landstar Blue, LLC, one of the Company’s operating subsidiaries.

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$4,999,000, or $0.11 per basic and diluted share, relating to the carrying value of a non-controlling equity investment made by the Company in 2022 in Cavnue, LLC, a privately held technology start-up company.

Costs of revenue

The Company incurs costs of revenue related to the transportation of freight and, to a much lesser extent, to reinsurance premiums received by Signature. Costs of revenue include variable costs of revenue and other costs of revenue. Variable costs of revenue include purchased transportation and commissions to agents, as these costs are entirely variable on a shipment-by-shipment basis. Other costs of revenue include fixed costs of revenue and semi-variable costs of revenue, where such costs may vary over time based on certain economic factors or operational metrics such as the number of Company-controlled trailers, the number of BCO Independent Contractors, the frequency and severity of insurance claims, the number of miles traveled by BCO Independent Contractors, or the number and/or scale of information technology projects in process or in-service to support revenue generating activities, rather than on a shipment-by-shipment basis. Other costs of revenue associated with the transportation of freight include: (i) other operating costs, primarily consisting of trailer maintenance, the provision for uncollectible advances and other receivables due from BCO Independent Contractors and independent commission sales agents and BCO Independent Contractor recruiting and qualification costs, as reported in the Company’s Consolidated

\nStatements of Income, (ii) transportation-related insurance premiums paid and claim costs incurred, included as a portion of insurance and claims in the Company’s Consolidated Statements of Income, (iii) costs incurred related to internally developed software including ASC 350-40 amortization, implementation costs, hosting costs and other support costs utilized to support the Company’s independent commission sales agents, third party capacity providers, and customers, included as a portion of depreciation and amortization and of selling, general and administrative in the Company’s Consolidated Statements of Income; and (iv) depreciation on Company-owned trailing equipment, included as a portion of depreciation and amortization in the Company’s Consolidated Statements of Income. Other costs of revenue associated with reinsurance premiums received by Signature are comprised of broker commissions and other fees paid related to the administration of insurance programs to BCO Independent Contractors and are included in selling, general and administrative in the Company’s Consolidated Statements of Income. In addition to costs of revenue, the Company incurs various other costs relating to its business, including most selling, general and administrative costs and portions of costs attributable to insurance and claims and depreciation and amortization. Management continually monitors all components of the costs incurred by the Company and establishes annual cost budgets that, in general, are used to benchmark costs incurred on a monthly basis.

Gross Profit, Variable Contribution, Gross Profit Margin and Variable Contribution Margin

The following table sets forth calculations of gross profit, defined as revenue less costs of revenue, and gross profit margin, defined as gross profit divided by revenue, for the periods indicated. The Company refers to revenue less variable costs of revenue as “variable contribution” and variable contribution divided by revenue as “variable contribution margin.” Variable contribution and variable contribution margin are each non-GAAP financial measures. The closest comparable GAAP financial measures to variable contribution and variable contribution margin are, respectively, gross profit and gross profit margin. The Company believes variable contribution and variable contribution margin are useful measures of the variable costs that we incur at a shipment-by-shipment level attributable to our transportation network of third party capacity providers and independent commission sales agents in order to provide services to our customers. The Company believes variable contribution and variable contribution margin are important performance measurements and management considers variable contribution and variable contribution margin in evaluating the Company’s financial performance and in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.

The reconciliations of gross profit to variable contribution and gross profit margin to variable contribution margin are each presented below:

\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n
		Thirty-Nine Weeks Ended			Thirteen Weeks Ended
		September 26,			September 27,			September 26,			September 27,
		2026			2025			2026			2025
Revenue		$	4,115,342			$	3,569,291			$	1,511,787			$	1,205,406
Costs of revenue:		\n	\n	\n		\n	\n	\n		\n	\n	\n		\n	\n
Purchased transportation			3,212,442				2,775,761				1,182,045				936,472
Commissions to agents			319,254				291,529				117,676				98,693
\n
Variable costs of revenue			3,531,696				3,067,290				1,299,721				1,035,165
Trailing equipment depreciation			19,108				20,829				6,489				6,985
Information technology costs			8,186				10,928				2,503				3,319
Insurance-related costs (1)			130,955				104,622				55,301				33,305
Other operating costs			53,971				46,996				21,226				15,572
\n
Other costs of revenue			212,220				183,375				85,519				59,181
\n
Total costs of revenue			3,743,916				3,250,665				1,385,240				1,094,346
\n
Gross profit		$	371,426			$	318,626			$	126,547			$	111,060
\n
Gross profit margin			9.0	%			8.9	%			8.4	%			9.2	%
Plus: other costs of revenue			212,220				183,375				85,519				59,181
\n
Variable contribution		$	583,646			$	502,001			$	212,066			$	170,241
\n
Variable contribution margin			14.2	%			14.1	%			14.0	%			14.1	%

\n\n\n

⁽¹⁾

Insurance-related costs in the table above include (i) other costs of revenue related to the transportation of freight that are included as a portion of insurance and claims in the Company’s Consolidated Statements of Income and (ii) certain other costs of revenue related to reinsurance premiums received by Signature that are included as a portion of selling, general and administrative in the Company’s Consolidated Statements of Income. Insurance and claims costs included in other costs of revenue relating to the transportation of freight primarily consist of insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight and the related cost of claims incurred under those programs, and, to a lesser extent, the cost of claims incurred under insurance programs available to BCO Independent Contractors that are reinsured by Signature. Other insurance and claims costs included in costs of revenue that are included in selling, general and administrative in the Company’s Consolidated Statements of Income consist of brokerage commissions and other fees incurred by Signature relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by Signature.

In general, variable contribution margin on revenue generated by BCO Independent Contractors represents a fixed percentage due to the nature of the contracts that pay a fixed percentage of revenue to both the BCO Independent Contractors and independent commission sales agents. For revenue generated by Truck Brokerage Carriers, variable contribution margin may be either a fixed or variable percentage, depending on the contract with each individual independent commission sales agent. Variable contribution margin on revenue generated from shipments hauled by railroads, air cargo carriers, ocean cargo carriers and Truck Brokerage Carriers, other than those under retention contracts, is variable in nature, as the Company’s contracts with independent commission sales agents provide commissions to agents at a contractually agreed-upon percentage of the amount represented by revenue less purchased transportation for these types of shipments. Approximately 44% of the Company’s consolidated revenue in the thirty-nine-week period ended September 26, 2026 was generated under transactions that pay a fixed percentage of revenue to the third party capacity provider and/or agents while approximately 56% was generated under transactions that pay a variable percentage of revenue to the third party capacity provider and/or agents.

Operating income as a percentage of gross profit and operating income as a percentage of variable contribution

The following table presents operating income as a percentage of gross profit and operating income as a percentage of variable contribution. The Company’s operating income as a percentage of variable contribution is a non-GAAP financial measure calculated as operating income divided by variable contribution. The Company believes that operating income as a percentage of variable contribution is useful and meaningful to investors for the following principal reasons: (i) the variable costs of revenue for a significant portion of the business are highly influenced by short-term market-based trends in the freight transportation industry, whereas other costs, including other costs of revenue, are much less impacted by short-term freight market trends; (ii) disclosure of this measure allows investors to better understand the underlying trends in the Company’s results of operations; (iii) this measure is meaningful to investors’ evaluations of the Company’s management of costs attributable to operations other than the purely variable costs associated with purchased transportation and commissions to agents that the Company incurs to provide services to our customers; and (iv) management considers this financial information in its decision-making, such as budgeting for infrastructure, trailing equipment and selling, general and administrative costs.

\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n	\n\n	\n	\n	\n
		Thirty-Nine Weeks Ended			Thirteen Weeks Ended
		September 26, 2026			September 27, 2025			September 26, 2026			September 27, 2025
Gross profit		$	371,426			$	318,626			$	126,547			$	111,060
Operating income		$	185,004			$	122,025			$	65,540			$	26,326
Operating income as % of gross profit			49.8	%			38.3	%			51.8	%			23.7	%
Variable contribution		$	583,646			$	502,001			$	212,066			$	170,241
Operating income		$	185,004			$	122,025			$	65,540			$	26,326
Operating income as % of variable contribution			31.7	%			24.3	%			30.9	%			15.5	%

The increase in operating income as a percentage of gross profit from the thirty-nine-week period ended September 27, 2025 to the thirty-nine-week period ended September 26, 2026 resulted from the increase of operating income at a more rapid percentage rate than the increase in gross profit, primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirty-nine-week period and the Company’s ability to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs, across a larger gross profit base, and the impact of the supply chain fraud matter in the 2025 thirty-nine-week period. The increase in operating income as a percentage of gross profit from the 2025 thirteen-week period to the 2026 thirteen-week period was primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirteen-week period.

The increase in operating income as a percentage of variable contribution from the thirty-nine-week period ended September 27, 2025 to the thirty-nine-week period ended September 26, 2026 and from the 2025 thirteen-week period to the 2026 thirteen-week period resulted from the increase of operating income at a more rapid percentage rate than the increase in variable contribution, primarily due to the impact of the impairment of certain intangible and other assets in the 2025 thirty-nine-week and thirteen-week periods and the Company’s ability to scale its fixed cost infrastructure, primarily certain components of selling, general and administrative costs across a larger variable contribution base, partially offset by increased insurance and claims costs and an increased provision for incentive compensation in the 2026 thirty-nine-week and thirteen-week periods.

Also, as previously mentioned, the Company reports two operating segments: the transportation logistics segment and the insurance segment. External revenue at the insurance segment, representing reinsurance premiums, has historically been relatively consistent on an annual basis at 2% or less of consolidated revenue and generally corresponds directly with the number of trucks provided by BCO Independent Contractors. The discussion of cost line items in Management’s Discussion and Analysis of Financial Condition and Results of Operations considers the Company’s costs on a consolidated basis rather than on a segment basis. Management believes this presentation format is the most appropriate to assist users of the financial statements in understanding the Company’s business for the following reasons: (1) the insurance segment has no other operating costs; (2) discussion of insurance and claims at either segment without reference to the other may create confusion amongst investors and potential investors due to intercompany arrangements and specific deductible programs that affect comparability of financial results by segment between various fiscal periods but that have no effect on the Company from a consolidated reporting perspective; (3) selling, general and administrative costs of the insurance segment comprise less than 10% of consolidated selling, general and administrative costs and have historically been relatively consistent on a year-over-year basis; and (4) the insurance segment has no depreciation and amortization.

THIRTY-NINE WEEKS ENDED SEPTEMBER 26, 2026 COMPARED TO THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 2025

Revenue for the 2026 thirty-nine-week period was $4,115,342,000, an increase of $546,051,000, or 15%, compared to the 2025 thirty-nine-week period. Transportation revenue increased $546,590,000, or 16%. The increase in transportation revenue was attributable to an increased revenue per load of approximately 15% and an increased number of loads of approximately 1% as compared to the 2025 thirty-nine-week period. Reinsurance premiums were $43,518,000 and $44,057,000 for the 2026 and 2025 thirty-nine-week periods, respectively. The decrease in revenue from reinsurance premiums was primarily attributable to a decrease in the average number of trucks provided by BCO Independent Contractors in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period.

Truck transportation revenue generated by BCO Independent Contractors and Truck Brokerage Carriers (together, the “third party truck capacity providers”) for the 2026 thirty-nine-week period was $3,823,330,000, representing 93% of total revenue, an increase of $565,578,000, or 17%, compared to the 2025 thirty-nine-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 16% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period, and the number of loads hauled by third party truck capacity providers increased approximately 1% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period.

The increase in revenue per load on loads hauled via truck was primarily due to a tightening truck capacity environment in the 2026 thirty-nine-week period and the impact of higher diesel fuel costs on loads hauled via Truck Brokerage Carrier, partially offset by the impact of a lower average length of haul. During the 2026 thirty-nine-week period, revenue per load on less-than-truckload loadings increased 24%, on loads hauled via unsided/platform equipment increased 21%, and on loads hauled via van equipment increased 15%, while revenue per load on other truck transportation services decreased 5%, in each case, as compared to the 2025 thirty-nine-week period.

The increase in the number of loads hauled via truck for the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period was primarily due to increased demand from the 2025 thirty-nine-week period for the Company’s van, unsided/platform and other truck transportation services. Loads hauled via other truck transportation services increased 6%, loads hauled via van equipment increased 2% and loads hauled via unsided/platform equipment increased 2%, while less-than-truckload loadings decreased 17%, in each case, as compared to the 2025 thirty-nine-week period.

Fuel surcharges billed to customers on revenue generated by BCO Independent Contractors are excluded from revenue. Fuel surcharges on Truck Brokerage Carrier revenue identified separately in billings to customers and included as a component of Truck Brokerage Carrier revenue were $115,563,000 and $82,232,000 in the 2026 and 2025 thirty-nine-week periods, respectively. It should be noted that billings to many customers of the Company’s truck brokerage services include a single all-in rate that do not separately identify fuel surcharges on loads hauled via Truck Brokerage Carriers. Accordingly, the overall impact of changes in fuel prices on revenue and revenue per load on loads hauled via truck is likely to be greater than that indicated.

Transportation revenue generated by rail intermodal, air cargo and ocean cargo carriers (collectively, the “multimode capacity providers”) for the 2026 thirty-nine-week period was $227,928,000, or 6% of total revenue, a decrease of $23,951,000, or 10%, compared to the 2025 thirty-nine-week period. Revenue per load on revenue generated by multimode capacity providers decreased approximately 6% in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period, and the number of loads hauled by multimode capacity providers decreased approximately 4% over the same period. Revenue per load on loads hauled via ocean decreased approximately 7%, while air and rail intermodal revenue per load increased approximately 19% and 10%, respectively, during the 2026 thirty-nine-week period as compared to the 2025 thirty-nine-week period. The decrease in revenue per load on loads hauled by ocean cargo carriers was primarily attributable to decreases at several customers during the 2026 thirty-nine-week period. The increase in revenue per load on loads hauled by air cargo carriers was primarily attributable to increases at several specific customers during the 2026 thirty-nine-week period. The increase in revenue per load on loads hauled by rail intermodal carriers was attributable to the tighter truck capacity environment positively impacting intermodal revenue per load and the impact of higher diesel fuel costs during the 2026 thirty-nine-week period. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity. The decrease in the number of loads hauled by multimode capacity providers was due to a 16% decrease in ocean loadings and a 10% decrease in air loadings, while rail intermodal loadings increased 7%. The 16% decrease in ocean loadings was broad-based with decreases at several customers. The 10% decrease in air loadings was primarily attributable to decreases at two specific agencies. The 7% increase in rail loadings was primarily attributable to increased loadings at one specific agency.

Purchased transportation was 78.1% and 77.8% of revenue in the 2026 and 2025 thirty-nine-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased rate of purchased transportation on revenue generated by Truck Brokerage Carriers, partially offset by favorable mix. Commissions to agents were 7.8% and 8.2% of revenue in the 2026 and 2025 thirty-nine-week periods, respectively. The decrease in commissions to agents as a percentage of revenue was primarily attributable to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers.

Investment income was $7,943,000 and $10,620,000 in the 2026 and 2025 thirty-nine-week periods, respectively. The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 thirty-nine-week period and lower average rates of return on investments during the 2026 thirty-nine-week period.

Other operating costs increased $6,975,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in other operating costs compared to the prior year was primarily due to increased trailer equipment maintenance costs, increased trailer rental costs and decreased gains on sales of operating property, partially offset by an approximately $4,800,000 expense relating to the supply chain fraud matter in the 2025 thirty-nine-week period referenced above under “Expenses - Other operating costs, net of gains on asset sales/dispositions.”

Insurance and claims increased $26,884,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in insurance and claims expense compared to the prior year was primarily attributable to (a) increased net unfavorable development of prior years’ claims in the 2026 thirty-nine-week period, which was driven by (i) an increase in the Company’s actuarially determined claim reserves; (ii) several specific commercial trucking claims involving BCO Independent Contractors leased on with motor carrier subsidiaries of the Company; (iii) several specific truck brokerage claims; and (iv) cargo loss experience as a result of fraud and theft in the supply chain and (b) an increase in the Company’s actuarially determined claim reserves relating to current year trucking claims during the 2026 thirty-nine-week period as compared to the 2025 period. During the 2026 and 2025 thirty-nine-week periods, insurance and claims costs included $37,317,000 and $22,860,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

Selling, general and administrative costs increased $17,231,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to an increased provision for incentive compensation and increased stock-based compensation expense, partially offset by a decreased provision for customer bad debt in the 2026 thirty-nine-week period. Included in selling, general and administrative costs was incentive compensation expense of $16,738,000 and $2,925,000, respectively, and stock-based compensation expense of $8,443,000 and $5,243,000, respectively, for the 2026 and 2025 thirty-nine-week periods.

Depreciation and amortization decreased $4,997,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The decrease in depreciation and amortization expense was primarily due to decreased depreciation on information technology software and decreased trailing equipment depreciation in the 2026 thirty-nine-week period.

Impairment of intangibles and other assets was $30,104,000 in the 2025 thirty-nine-week period. This was attributable to the impairment matters referenced above under “Expenses – Impairment of intangible and other assets.”

Interest and debt expense increased $936,000 in the 2026 thirty-nine-week period compared to the 2025 thirty-nine-week period. The increase in interest and debt expense was primarily attributable to decreased interest income earned on cash balances held by the transportation logistics segment, partially offset by decreased interest expense related to finance lease obligations.

Net income was $136,434,000, or $4.02 per basic and diluted share, in the 2026 thirty-nine-week period. Net income was $91,063,000, or $2.61 per basic and diluted share, in the 2025 thirty-nine-week period. Net income during the 2025 thirty-nine-week period was unfavorably impacted by $30,104,000, or $0.66 per basic and diluted share, related to the impairment of intangible and other assets charges noted above.

THIRTEEN WEEKS ENDED SEPTEMBER 26, 2026 COMPARED TO THIRTEEN WEEKS ENDED SEPTEMBER 27, 2025

Revenue for the 2026 thirteen-week period was $1,511,787,000, an increase of $306,381,000, or 25%, compared to the 2025 thirteen-week period. Transportation revenue increased $306,256,000, or 26%. The increase in transportation revenue was attributable to an increased revenue per load of approximately 22% and an increased number of loads hauled of approximately 3% as compared to the 2025 thirteen-week period. Reinsurance premiums were $14,729,000 and $14,604,000 for the 2026 and 2025 thirteen-week periods, respectively.

Truck transportation revenue generated by third party truck capacity providers for the 2026 thirteen-week period was $1,407,171,000, representing 93% of total revenue, an increase of $317,275,000, or 29%, compared to the 2025 thirteen-week period. Revenue per load on loads hauled by third party truck capacity providers increased approximately 25% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and the number of loads hauled by third party truck capacity providers increased approximately 3% in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The increase in revenue per load on loads hauled via truck was primarily due to a tightening truck capacity environment in the 2026 thirteen-week period and the impact of higher diesel fuel costs on loads hauled via Truck Brokerage Carriers, partially offset by the impact of a lower average length of haul. During the 2026 thirteen-week period, revenue per load on less-than-truckload loadings increased 33%, on loads hauled via unsided/platform equipment increased 29%, on loads hauled via van equipment increased 23% and on other truck transportation services increased 3% as compared to the 2025 thirteen-week period.

The increase in the number of loads hauled via truck for the 2026 thirteen-week period compared to the 2025 thirteen-week period was primarily due to increased demand from the 2025 thirteen-week period for the Company’s van, unsided/platform and other truck transportation services. Loads hauled via van equipment increased 6%, loads hauled via other truck transportation services increased 5% and loads hauled via unsided/platform equipment increased 4%, while less-than-truckload loadings decreased 23%, in each case, as compared to the 2025 thirteen-week period.

Transportation revenue generated by multimode capacity providers for the 2026 thirteen-week period was $83,140,000, or 5% of total revenue, a decrease of $12,798,000, or 13%, compared to the 2025 thirteen-week period. Revenue per load on revenue generated by multimode capacity providers decreased approximately 11% in the 2026 thirteen-week period compared to the 2025 thirteen-week period, and the number of loads hauled by multimode capacity providers decreased approximately 2% over the same period. Revenue per load on loads hauled via ocean decreased approximately 18%, while air and rail intermodal revenue per load increased approximately 13% and 11%, respectively, during the 2026 thirteen-week period as compared to the 2025 thirteen-week period. The decrease in revenue per load on loads hauled by ocean was primarily attributable to decreases at one specific customer during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by air cargo carriers was broad-based with increases at multiple customers during the 2026 thirteen-week period. The increase in revenue per load on loads hauled by rail intermodal carriers was attributable to the tighter truck capacity environment positively impacting intermodal revenue per load and the impact of higher diesel fuel costs during the 2026 thirteen-

\nweek period. Revenue per load on revenue generated by multimode capacity providers is influenced by many factors, including revenue mix among the various modes of transportation used, length of haul, complexity of freight, density of freight lanes, fuel costs and availability of capacity. The decrease in the number of loads hauled by multimode capacity providers was due to a 14% decrease in air loadings and a 9% decrease in ocean loadings, while rail intermodal loadings increased 6%. The 14% decrease in air loadings was primarily attributable to decreases at one specific agency. The 9% decrease in ocean loadings was broad-based with decreases at several customers. The 6% increase in rail loadings was primarily attributable to increased loadings at one specific agency.

Purchased transportation was 78.2% and 77.7% of revenue in the 2026 and 2025 thirteen-week periods, respectively. The increase in purchased transportation as a percentage of revenue was primarily due to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers, partially offset by favorable mix. Commissions to agents were 7.8% and 8.2% of revenue in the 2026 and 2025 thirteen-week periods, respectively. The decrease in commissions to agents as a percentage of revenue was primarily attributable to an increased cost of purchased transportation as a percentage of revenue on revenue generated by Truck Brokerage Carriers.

Investment income was $2,264,000 and $3,293,000 in the 2026 and 2025 thirteen-week periods, respectively. The decrease in investment income was attributable to a lower average investment balance held by the insurance segment in the 2026 thirteen-week period, partially offset by slightly higher average rates of return on investments during the 2026 thirteen-week period.

Other operating costs increased $5,654,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in other operating costs compared to the prior year was primarily due to increased trailer equipment maintenance costs and increased trailer rental costs in the 2026 thirteen-week period and the impact of a favorable resolution of a multiyear foreign sales tax matter during the 2025 thirteen-week period.

Insurance and claims increased $22,262,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in insurance and claims expense compared to the prior year was primarily attributable to (a) increased net unfavorable development of prior years’ claims in the 2026 thirteen-week period, which was driven by (i) an increase in the Company’s actuarially determined claim reserves; (ii) several specific commercial trucking claims involving BCO Independent Contractors leased on with motor carrier subsidiaries of the Company; (iii) several specific truck brokerage claims; and (iv) cargo loss experience as a result of fraud and theft in the supply chain and (b) an increase in the Company’s actuarially determined claim reserves relating to current year trucking claims during the 2026 thirteen-week period. During the 2026 and 2025 thirteen-week periods, insurance and claims costs included $21,924,000 and $9,219,000 of net unfavorable adjustments to prior years’ claims estimates, respectively.

Selling, general and administrative costs increased $5,361,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The increase in selling, general and administrative costs compared to prior year was primarily attributable to an increased provision for incentive compensation and increased stock-based compensation expense, partially offset by a decreased provision for customer bad debt in the 2026 thirteen-week period. Included in selling, general and administrative costs was incentive compensation expense of $6,906,000 and $975,000, respectively, and stock-based compensation expense of $3,023,000 and $1,586,000, respectively, for the 2026 and 2025 thirteen-week periods.

Depreciation and amortization decreased $1,591,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period. The decrease in depreciation and amortization expense was primarily due to decreased depreciation on information technology software and decreased trailing equipment depreciation in the 2026 thirteen-week period.

Impairment of intangibles and other assets was $30,104,000 in the 2025 thirteen-week period. This was attributable to the impairment matters referenced above under “Expenses – Impairment of intangible and other assets.”

Interest and debt expense increased $145,000 in the 2026 thirteen-week period compared to the 2025 thirteen-week period.

The provisions for income taxes for the 2026 and 2025 thirteen-week periods were based on estimated annual effective income tax rates of 25.4% and 24.6%, respectively, adjusted for discrete events, such as excess tax benefits or deficiencies resulting from stock-based awards. The effective income tax rate for the 2026 thirteen-week period was 26.3%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2026 period primarily attributable to state taxes. The effective income tax rate for the 2025 thirteen-week period was 25.8%. The effective income tax rate was higher than the statutory federal income tax rate of 21% in the 2025 period primarily attributable to state taxes.

Net income was $48,043,000, or $1.42 per basic and diluted share, in the 2026 thirteen-week period. Net income was $19,364,000, or $0.56 per basic and diluted share, in the 2025 thirteen-week period. Net income during the 2025 thirteen-week period was unfavorably impacted by $30,104,000, or $0.66 per basic and diluted share, related to the impairment of intangible and other assets charges noted above.

CAPITAL RESOURCES AND LIQUIDITY

Working capital and the ratio of current assets to current liabilities were $605,767,000 and 1.8 to 1, respectively, at September 26, 2026, compared with $520,486,000 and 1.7 to 1, respectively, at December 27, 2025. Landstar has historically operated with current ratios within the range of 1.5 to 1 to 2.0 to 1. Cash provided by operating activities was $98,719,000 in the 2026 thirty-nine-week period compared with $152,169,000 in the 2025 thirty-nine-week period. The decrease in cash flow provided by operating activities was primarily attributable to unfavorable net working capital impacts in connection with increased net receivables, defined as accounts receivable less accounts payable, partially offset by the impact of increased net income.

The Company declared and paid $1.24 per share, or $42,095,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 26, 2026 and, during such period, also paid $68,117,000 of dividends payable which were declared in December 2025 and included in current liabilities in the consolidated balance sheet at December 27, 2025. The Company declared and paid $1.16 per share, or $40,465,000 in the aggregate, in cash dividends during the thirty-nine-week period ended September 27, 2025 and, during such period, also paid $70,632,000 of dividends payable which were declared in December 2024 and included in current liabilities in the consolidated balance sheet at December 28, 2024. During the thirty-nine-week period ended September 26, 2026, the Company purchased 383,568 shares of its common stock at a total cost of $64,003,000, including $63,416,000 in cash purchases and accrued excise tax of $587,000, which is included in other current liabilities in the consolidated balance sheet at September 26, 2026. The Company also paid $1,762,000 in excise tax on its common stock purchases, which was included in other current liabilities in the consolidated balance sheet at December 27, 2025. During the thirty-nine-week period ended September 27, 2025, the Company purchased 995,168 shares of its common stock at a total cost of $143,908,000, including $142,512,000 in cash purchases and accrued excise tax of $1,396,000, which was included in other current liabilities in the consolidated balance sheet at September 27, 2025. As of September 26, 2026, the Company may purchase in the aggregate up to 882,550 shares of its common stock under its authorized stock purchase programs. Long-term debt, including current maturities, was $82,671,000 at September 26, 2026, $5,849,000 higher than at December 27, 2025.

Shareholders’ equity was $829,996,000, or 91% of total capitalization (defined as long-term debt including current maturities plus equity), at September 26, 2026, compared to $795,665,000, or 91% of total capitalization, at December 27, 2025. The increase in shareholders’ equity was primarily the result of net income, partially offset by purchases of shares of the Company’s common stock and dividends declared by the Company in the 2026 thirty-nine-week period.

On June 30, 2026, and as previously disclosed in a Form 8-K filed with the SEC on July 6, 2026, Landstar entered into the Credit Agreement, which amended and restated the then-existing second amended and restated credit agreement. The Credit Agreement, which matures June 30, 2031, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $100,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an uncommitted “accordion” feature permitting up to an additional $500,000,000 in increases to the revolving credit facility.

The Credit Agreement contains a number of covenants that limit, among other things, the incurrence of additional indebtedness. The Company is required to, among other things, maintain a minimum interest coverage ratio, as described in the Credit Agreement, and maintain a Net Leverage Ratio, as defined in the Credit Agreement, below a specified maximum. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock to the extent there is a default under the Credit Agreement. In addition, the Credit Agreement under certain circumstances limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Net Leverage Ratio would exceed 2.5 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. None of these covenants are presently considered by management to be materially restrictive to the Company’s operations, capital resources or liquidity. The Company is currently in compliance with all of the debt covenants under the Credit Agreement.

At September 26, 2026, the Company had no borrowings outstanding and $34,786,000 of letters of credit outstanding under the Credit Agreement. At September 26, 2026, there was $265,214,000 available for future borrowings under the Credit Agreement and access to an additional $500,000,000 under the Credit Agreement’s “accordion” feature. In addition, the Company has $75,331,000 in letters of credit outstanding as collateral for insurance claims that are secured by investments totaling $83,701,000 at September 26, 2026. Investments, all of which are carried at fair value, include primarily investment-grade bonds, asset-backed securities, commercial paper and U.S. Treasury obligations having maturities of up to five years. Fair value of investments is based primarily on quoted market prices. See “Notes to Consolidated Financial Statements” included herein for further discussion on measurement of fair value of investments.

Historically, the Company has generated sufficient operating cash flow to meet its debt service requirements, fund continued growth, both organic and through acquisitions, complete or execute share purchases of its common stock under authorized share purchase programs, pay dividends and meet working capital needs. As an asset-light provider of integrated transportation management solutions, the Company’s annual capital requirements for operating property are generally for trailing equipment and information technology hardware and software. In addition, a significant portion of the trailing equipment used by the Company is provided by third party capacity providers, thereby reducing the Company’s capital requirements. During the 2026 thirty-nine-week period, the Company purchased $11,610,000 of operating property and acquired $28,608,000 of trailing equipment by entering into finance leases. Landstar anticipates acquiring either by purchase or lease financing during the remainder of fiscal year 2026 approximately $79,000,000 in operating property consisting primarily of new trailing equipment to replace older trailing equipment and information technology hardware and software.

Management believes that available cash and cash flow from operations combined with the Company’s borrowing capacity under the Credit Agreement will be adequate to meet Landstar’s debt service requirements, fund continued growth, both internal and through acquisitions, pay dividends, complete the authorized share purchase programs and meet working capital needs.

LEGAL MATTERS

The Company is involved in certain 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 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Landstar provides for the estimated costs of self-insured claims primarily on an actuarial basis. The amount recorded for the estimated liability for claims incurred is based upon the facts and circumstances known on the applicable balance sheet date. The ultimate resolution of these claims may be for an amount greater or less than the amount estimated by the Company. The Company continually revises its existing claim estimates as new or revised information becomes available on the status of each claim. Historically, the Company has experienced both favorable and unfavorable development of prior years’ claims estimates within its various programs. During the 2026 and 2025 thirty-nine-week periods, insurance and claims costs included $37,317,000 and $22,860,000 of net unfavorable adjustments to prior years’ claims estimates, respectively. It is reasonably likely that the ultimate outcome of settling all outstanding claims will be more or less than the estimated claims liability at September 26, 2026, primarily due to the inherent difficulty in estimating the severity of commercial trucking claims and the potential judgment or settlement amount that may be incurred in connection with the resolution of such claims.

Significant variances from the Company’s estimates for the ultimate resolution of self-insured claims could be expected to positively or negatively affect Landstar’s earnings in a given quarter or year. However, management believes that the ultimate resolution of these items, given a range of reasonably likely outcomes, will not significantly affect the long-term financial condition of Landstar or its ability to fund its continuing operations.

SEASONALITY

Landstar’s operations are subject to seasonal trends common to the trucking industry. Historically, truckload shipments for the quarter ending in March are typically lower than for the quarters ending June, September and December.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to changes in interest rates as a result of its financing activities, primarily its borrowings on its revolving credit facility, if any, and investing activities with respect to investments held by the insurance segment.

On June 30, 2026, and as previously disclosed in a Form 8-K filed with the SEC on July 6, 2026, Landstar entered into a third amended and restated credit agreement, dated June 30, 2026, with a bank syndicate led by JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the then-existing second amended and restated credit agreement. The Credit Agreement, which matures June 30, 2031, provides for borrowing capacity in the form of a revolving credit facility of $300,000,000, $100,000,000 of which may be utilized in the form of letters of credit. The Credit Agreement also includes an uncommitted “accordion” feature permitting up to an additional $500,000,000 in increases to the revolving credit facility.

The revolving credit loans under the Credit Agreement, at the option of Landstar, bear interest at (i) a forward-looking term rate based on the secured overnight financing rate and an applicable margin ranging from 1.25% to 2.00%, or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 1.00%, in each case with the applicable margin determined based upon the Company’s Net Leverage Ratio, as defined in the Credit Agreement, at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. The revolving credit facility bears a commitment fee, payable quarterly in arrears, of 0.175% to 0.25%, based on the Company’s Net Leverage Ratio at the end of the most recent applicable fiscal quarter for which financial statements have been delivered. During the entire third quarter of 2026 and as of September 26, 2026 and December 27, 2025, the Company had no borrowings outstanding under the Credit Agreement or under the second amended and restated credit agreement, as applicable.

Long-term investments, all of which are available-for-sale and are carried at fair value, include investment-grade bonds and asset-backed securities having maturities of up to five years. Assuming that the long-term portion of investments remains at $94,938,000, the balance at September 26, 2026, a hypothetical increase or decrease in interest rates of 100 basis points would not have a material impact on future earnings on an annualized basis. Short-term investments consist primarily of short-term investment-grade instruments and the current maturities of investment-grade corporate bonds and asset-backed securities. Accordingly, any future interest rate risk on these short-term investments would not be material to the Company’s operating results.

Assets and liabilities of the Company’s Canadian and Mexican operations are translated from their functional currency to U.S. dollars using exchange rates in effect at the balance sheet date and revenue and expense accounts are translated at average monthly exchange rates during the period. Adjustments resulting from the translation process are included in accumulated other comprehensive income. Transactional gains and losses arising from receivable and payable balances, including intercompany balances, in the normal course of business that are denominated in a currency other than the functional currency of the operation are recorded in the statements of income when they occur. The assets held at the Company’s Canadian and Mexican subsidiaries at September 26, 2026 were collectively, as translated to U.S. dollars, less than 1% of total consolidated assets. Accordingly, translation gains or losses of 70% or less related to the Canadian and Mexican operations would not be material.

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, an evaluation was carried out, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the 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 September 26, 2026 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.

There were no changes in the Company’s internal control over financial reporting during the third quarter of 2026, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 2, “

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Legal Matters

”

Item 1A. Risk Factors

For a discussion identifying risk factors and other important factors that could cause actual results to differ materially from those anticipated, see the discussions under Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 27, 2025, under Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 27, 2026, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” in this Quarterly Report on Form

10-Q.

Except as set forth under Part II, Item 1A, “Risk Factors” in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 27, 2026, there have been no material changes to the Risk Factors described in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form

10-K

for the fiscal year ended December 27, 2025 as filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Company

The following table provides information regarding the Company’s purchase of its common stock during the period from June 28, 2026 to September 26, 2026, the Company’s third fiscal quarter:


Fiscal Period	Total Number of Shares Purchased		Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Number of Shares That May Yet Be Purchased Under the Programs
June 27, 2026								1,115,195
June 28, 2026 – July 25, 2026		—		$	—		—	1,115,195
July 26, 2026 – August 22, 2026		67,392			181.72		67,392	1,047,803
August 23, 2026 – September 26, 2026		165,253			174.18		165,253	882,550

Total		232,645		$	176.36		232,645

\n\n\n

(1)	The average price paid per share does not include the 1% excise tax on net stock repurchases, as applicable.

On December 6, 2022, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 1,900,826 additional shares of the Company’s common stock from time to time in the open market and in privately negotiated transactions. On December 4, 2023, the Landstar System, Inc. Board of Directors authorized the Company to purchase up to 319,332 additional shares of its common stock from time to time in the open market and in privately negotiated transactions under its share purchase program. As of September 26, 2026, the Company had authorization to purchase in the aggregate up to 882,550 shares of its common stock under these programs. No specific expiration date has been assigned to the December 6, 2022 or December 4, 2023 authorizations.

Table of Contents

Dividends

On June 30, 2026, and as previously disclosed in a Form

8-K

filed with the SEC on July 6, 2026, Landstar entered into

the Cred

it Agreement, which amended and restated the then-existing second amended and restated credit agreement. The Credit Agreement provides for a restriction on cash dividends and other distributions to stockholders on the Company’s capital stock in the event there is a default under the Credit Agreement. In addition, the Credit Agreement, under certain circumstances, limits the amount of such cash dividends and other distributions to stockholders to the extent that, after giving effect to any payment made to effect such cash dividend or other distribution, the Net Leverage Ratio, as d

efin

ed in the Credit Agreement, would exceed 2.5 to 1 on a pro forma basis as of the end of the Company’s most recently completed fiscal quarter.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the thirty-nine-week period

ended

September 26, 2026, 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.”

Item 6. Exhibits

The exhibits listed on the Exhibit Index are furnished as part of this quarterly report on Form

10-Q.

EXHIBIT INDEX

Registrant’s Commission File No.: 0-21238

\n\n	\n
Exhibit No.		Description
\n
(10)		Material Contracts
\n
10.1*		Letter Agreement, dated July 20, 2026, by and between Landstar System, Inc. and William C. Clement
\n
(31)		Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
\n
31.1*		Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
\n
31.2*		Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
\n
(32)		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
\n
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.
\n
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.
\n
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
\n
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
\n
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
\n
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
\n
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
\n
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
\n
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

\n\n\n

*	Filed herewith

\n\n\n

**	Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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\n\n	\n	\n\n	\n	\n\n	\n
\n		\n		\n		LANDSTAR SYSTEM, INC.
\n	\n	\n
Date: October 28, 2026		\n		\n		/s/ Frank A. Lonegro
\n		\n		\n		Frank A. Lonegro
\n		\n		\n		President and Chief Executive Officer
\n	\n	\n
Date: October 28, 2026		\n		\n		/s/ James P. Todd
\n		\n		\n		James P. Todd
\n		\n		\n		Vice President, Chief Financial Officer and Assistant Secretary

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大型加速申报公司		☒		加速申报公司		☐
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非加速申报公司		☐		小型报告公司		☐
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\n		\n		新兴成长型公司		☐