Ryder Sys SEC Filings

Ryder System Inc. reported that one of its directors received a small equity grant in the form of restricted stock units. On 01/02/2026, the director was granted 148 shares of Ryder common stock at a price of $0 per share, reflecting stock units granted in lieu of a cash retainer under the company’s Amended and Restated 2019 Equity and Incentive Compensation Plan. After this grant, the director beneficially owned 8,072 shares of Ryder common stock held directly. This is a routine compensation-related transaction rather than an open-market trade.

Ryder System, Inc. reported that director Abbie Smith plans to retire from its Board and will not stand for reelection at the 2026 Annual Meeting of Shareholders. Her retirement is stated as not due to any disagreement regarding the company’s operations, policies, or practices.

The Board appointed Tammy Romo as a new director effective January 5, 2026. She has been determined to be independent under New York Stock Exchange corporate governance listing standards and will serve on the Audit and Finance Committees. She is expected to stand for election at the 2026 Annual Meeting and will receive the company’s standard non-employee director compensation and a Director Indemnification Agreement. Ryder also issued a press release announcing her appointment.

Ryder System Inc. reported that one of its directors acquired 5 shares of common stock on 12/11/2025 at a price of $0, reflecting an election to receive equity instead of cash fees.

The acquisition stems from a grant of restricted stock units under the company's Amended and Restated 2019 Equity and Incentive Compensation Plan, with each unit representing one share of common stock. After this transaction, the director directly beneficially owns 7,924 shares of Ryder System common stock.

Ryder System, Inc. announced a planned leadership transition. Chairman and Chief Executive Officer Robert E. Sanchez will retire as Chief Executive Officer effective March 31, 2026 and become Executive Chair, remaining Chair of the Board and an executive officer. John J. Diez, currently President and Chief Operating Officer, will become Chief Executive Officer and join the Board on the same date, serving as a director until the May 2026 annual shareholders’ meeting, when he is expected to stand for election by shareholders.

As Executive Chair, Mr. Sanchez will receive an annual salary of $800,000, a target bonus equal to 125% of salary, and a long-term incentive award targeted at $4,700,000 to be granted on February 6, 2026. Mr. Diez’s compensation as Chief Executive Officer will include a $950,000 salary, a target bonus equal to 150% of salary, and a $6,250,000 target annual long-term equity incentive award, also to be granted on February 6, 2026. An amended severance agreement for Mr. Diez will provide salary continuation for 30 months and a lump-sum bonus equal to 2.5 times his target annual bonus if terminated without cause outside a change in control, and a lump sum of three times his base salary plus target bonus if terminated in connection with or after a change in control.

Ryder System, Inc. priced and registered $300,000,000 aggregate principal amount of 4.300% Medium‑Term Notes due December 1, 2030. The notes were offered at 99.766% of principal, with a 0.500% underwriters’ discount, for net proceeds to Ryder of $297,798,000 before expenses. Settlement is expected on November 5, 2025 (T+7).

The notes pay interest semi‑annually on June 1 and December 1, starting June 1, 2026 (long first coupon), using a 30/360 day count. Ryder may redeem the notes at its option: prior to November 1, 2030 (the Par Call Date), at the greater of make‑whole (Treasury Rate + 15 bps) or 100% of principal, plus accrued interest; on or after the Par Call Date, at 100% of principal, plus accrued interest. The offering was led by a syndicate including MUFG, PNC Capital Markets, Regions Securities, U.S. Bancorp, and Wells Fargo Securities.

Ryder System, Inc. (R) reported stable Q3 2025 results. Total revenue was $3.171 billion, essentially flat year over year, while diluted EPS from continuing operations rose to $3.33, up 2%. Comparable EPS was $3.57, up 4%, as contractual earnings offset softer used vehicle pricing and rental demand. Operating revenue reached $2.611 billion, up 1%.

Profitability held up as lease & related maintenance and rental gross margin improved to 36% (from 33%) on ChoiceLease pricing and maintenance savings. Fuel services revenue fell 4% but margin doubled to 6% amid pricing dynamics. Interest expense increased to $102 million and the effective tax rate rose to 27.1%.

Year to date, operating cash flow was $1.845 billion and free cash flow was $496 million, after $1.605 billion of capital expenditures. Ryder repurchased 2.2 million shares for $350 million and paid $107 million in dividends. Total debt was $7.857 billion, with debt to equity of 254%, and available liquidity on facilities of $776 million. Shares outstanding were 40,376,534 as of September 30, 2025.

Ryder System, Inc. furnished an 8‑K stating it issued a press release reporting financial results for the three months ended September 30, 2025. The press release and a presentation are available on its investor website. The company is hosting a conference call and webcast on October 23, 2025. The materials, including Exhibit 99.1, are furnished under Item 2.02 and, per the filing, are not incorporated by reference unless expressly set forth by specific reference.

Ryder System director Charles M. Swoboda received a grant of 151 restricted stock units (RSUs) on 10/01/2025 as an election in lieu of a cash retainer under the company’s Amended and Restated 2019 Equity and Incentive Compensation Plan. Each RSU represents the right to receive one share of common stock. After the reported transaction the reporting person beneficially owned 7,919 shares. The Form 4 was filed by a single reporting person and signed via power of attorney on 10/02/2025.

Regan Thomas Michael filed an initial Form 3 disclosing direct ownership of 7,765 shares of Ryder System, Inc. (ticker R) common stock related to his role as an officer (EVP of DTS) and director. The filing reports multiple time-vested restricted stock rights included in the total: 593 shares vesting 02/10/2026; 5,000 shares vesting 11/01/2026; 1,024 shares vesting ratably on 02/09/2026 and 02/09/2027; and 1,139 shares vesting ratably on 02/07/2026, 02/07/2027 and 02/07/2028.

The event date triggering the statement is 09/01/2025. The Form 3 was signed via power of attorney by Robert D. Fatovic on 09/10/2025. No derivative securities or other transactions are reported on this form.