Form 8-K

8-K — LANDSTAR SYSTEM INC

Accession: 0001193125-26-314490

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0000853816

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d66119d8k.htm (Primary)

EX-99.1 (d66119dex991.htm)

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8-K

8-K (Primary)

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8-K

LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2026-07-23 2026-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2026

LANDSTAR SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware

021238

06-1313069

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

13410 Sutton Park Drive South, Jacksonville, Florida

32224

(Address of principal executive offices)

(Zip Code)

(904) 398-9400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

LSTR

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 23, 2026, Landstar System Holdings, Inc. (the “Company”) announced that the Board of Directors approved William Clement to serve as the Company’s Chief Commercial Officer, effective August 1, 2026. Mr. Clement will assume responsibility for the Company’s commercial team and will lead Landstar’s commercial strategy with primary responsibility for supporting the success of Landstar’s independent agent network, advancing customer relationships, and enhancing the effectiveness of the entire commercial organization. Mr. Clement is a seasoned transportation and logistics business leader, having spent more than 30 years in transportation, including the last 8 years at trucking company CRST. Mr. Clement will become a member of the Company’s Executive Leadership Team and will report to Chief Executive Officer Frank Lonegro.

In connection with Mr. Clement joining the Company, Jim Applegate will transition from his current role as Chief Corporate Sales, Strategy & Specialized Freight Officer to a new role as Chief Strategy & Transformation Officer. Mr. Applegate will continue to serve as a member of the Executive Leadership Team and will continue to report to Chief Executive Officer Frank Lonegro.

The Company further announced that Matthew Dannegger will transition from his role as Chief Field Sales Officer of the Company, effective July 31, 2026, to serve as Special Advisor to the Chief Executive Officer until his departure from the Company on March 1, 2027.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1

Press Release, dated July 23, 2026, of Landstar System, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

LANDSTAR SYSTEM, INC.

Date: July 23, 2026

By:

/s/ James P. Todd

Name: James P. Todd

Title: Vice President, Chief Financial Officer

and Assistant Secretary

EX-99.1

Filename: d66119dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

For Immediate Release

July 23, 2026

LANDSTAR APPOINTS BILL CLEMENT AS CHIEF COMMERCIAL OFFICER

Jacksonville, Fla. — Landstar System, Inc. (NASDAQ: LSTR), a technology-enabled, asset-light provider of integrated transportation management solutions

delivering safe, specialized transportation services, today announced the appointment of William “Bill” Clement as Vice President and Chief Commercial Officer (CCO), effective August 1, 2026.

In this role as CCO and a member of Landstar’s Executive Leadership Team, Clement will lead Landstar’s commercial strategy with primary

responsibility for supporting the success of Landstar’s independent agent network, advancing customer relationships, and enhancing the effectiveness of the entire commercial organization. He will also focus on accelerating growth across

Landstar’s strategic modes and specialized transportation services, while helping agents identify market opportunities with new and existing customers. Working closely with leaders across the organization, Clement will help enhance

Landstar’s Safety, Security and Service value proposition and drive sustainable, profitable growth throughout the Landstar network. He will be based in Jacksonville, Florida, and report to President and Chief Executive Officer Frank Lonegro.

Clement brings more than 30 years of transportation and logistics leadership experience spanning rail, intermodal, trucking and specialized logistics

services. Most recently, he served as Group President and Chief Strategy Officer for privately held CRST, where he led major business units and enterprise-wide strategic initiatives. More broadly, his career includes senior leadership positions

across strategy, sales, marketing, operations and finance, along with extensive profit-and-loss responsibility.

LANDSTAR SYSTEM/2

Before joining CRST, Clement spent 26 years with publicly traded CSX Corporation, culminating in his role as

President of the company’s intermodal business unit. During his tenure, he led significant revenue and volume growth while delivering record financial performance and advancing the organization’s commercial and operational capabilities.

Clement said he is excited to join Landstar and contribute to the company’s continued success. “Landstar has built one of the most

distinctive and successful business models in the transportation industry,” Clement said. “I look forward to working closely with Landstar’s exceptional network of independent agents, business capacity owners and employees to

support growth, strengthen customer relationships and help position the company for continued long-term success.”

Clement holds an MBA from the

University of North Florida, a bachelor’s degree in marketing from Jacksonville University and completed the Advanced Management Program at Harvard Business School.

In connection with Clement’s appointment, Landstar also announced several leadership transitions designed to support the company’s long-term

growth strategy.

Jim Applegate will transition from his current role as Chief Corporate Sales, Strategy & Specialized Freight Officer to Chief

Strategy & Transformation Officer, effective August 1, 2026. He will continue to serve as a member of Landstar’s Executive Leadership Team and report to President and Chief Executive Officer Frank Lonegro.

“Bill’s appointment marks an important step in advancing Landstar’s long-term growth strategy,” said Lonegro. “His extensive

commercial leadership experience, customer focus and deep understanding of the transportation industry make him exceptionally well positioned to help accelerate growth across our network. Combined with Jim’s continued leadership in strategy

and transformation, we are strengthening our ability to deliver innovative solutions and create value for our agents, customers, capacity providers and shareholders.”

LANDSTAR SYSTEM/3

In addition, Matt Dannegger will transition from his current role as Chief Field Sales Officer to Special

Advisor to the Chief Executive Officer, effective July 31, 2026. Dannegger will support the leadership transition and provide strategic counsel to the organization through his anticipated retirement from the company on March 1, 2027.

Lonegro also thanked Dannegger for his contributions to the company. “Matt has been an outstanding leader and advocate for Landstar’s agents and

field sales organization,” Lonegro said. “We are grateful for his many contributions and appreciate his willingness to support the organization during this transition.”

Contact:

Cory Seay

Vice President, Corporate Services and Chief of Staff

904-390-1320

About Landstar:

Landstar System, Inc. is a technology-enabled, asset-light provider of integrated transportation management solutions delivering safe, specialized

transportation services to a broad range of customers utilizing a network of agents, third-party capacity providers, and employees. Landstar transportation services companies are certified to ISO 9001:2015 quality management system standards and

RC14001:2015 environmental, health, safety, and security management system standards. Landstar System, Inc. is headquartered in Jacksonville, Florida. Its common stock trades on The NASDAQ Stock

Market® under the symbol LSTR.

Forward Looking Statements Disclaimer:

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this press release

that are not based on historical facts are “forward-looking statements.” This press release contains forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations.

Terms such as “anticipates,” “believes,” “estimates,”

LANDSTAR SYSTEM/4

“intention,” “expects,” “plans,” “predicts,”

“may,” “should,” “could,” “would,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to

uncertainties and risks, including but not limited to: decreased demand for transportation services; U.S. trade relationships and potential or imposed tariffs; an increase in the frequency or severity of accidents or other claims; unfavorable

development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; the impact of the Russian conflict with Ukraine on the

operations of certain independent commission sales agents, including the Company’s second largest such agent by revenue in the 2025 fiscal year; substantial industry competition; disruptions or failures in the Company’s computer systems;

cyber and other information security incidents; dependence on key vendors; potential changes in taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters;

regulations requiring the purchase and use of zero-emission vehicles; intellectual property; acquisitions and investments; and other operational, financial or legal risks or uncertainties detailed in

Landstar’s Form 10-K for the 2025 fiscal year, described in Part I, Item 1A Risk Factors, and in other SEC filings from time to time. These risks and uncertainties could cause actual results or events to

differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

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Jul. 23, 2026

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