RYDER SYSTEM INC (R) SEC Filings

RYDER SYSTEM INC (R) reported an insider equity change by executive vice president, chief legal officer and corporate secretary Robert D. Fatovic. On 2026-08-17, he completed a discretionary intra-plan transfer under Rule 16b-3(f), moving 6,344 shares of common stock into the Ryder Common Stock Fund within the company’s Employee Savings Plan at a referenced value of $264.70 per share.

After this transfer, Fatovic’s indirect holdings in the Employee Savings Plan totaled 8,293 shares. He also held 88,858 directly owned shares, which include 32 shares acquired through the company’s Dividend Reinvestment or Employee Stock Purchase plans, and an additional 392 shares indirectly through the Ryder Deferred Compensation Plan.

Vanguard Capital Management LLC filed a Schedule 13G reporting beneficial ownership of 1,981,427 shares of Ryder System Inc common stock, representing 5.12% of the class. Vanguard has sole voting power over 299,229 shares and sole dispositive power over all 1,981,427 shares, with no shared voting or dispositive power.

The filing aggregates holdings managed by Vanguard Capital Management LLC and certain affiliated entities and business divisions, including Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. The shares include those held by Vanguard funds and other managed accounts. Vanguard and these accounts have the right to receive dividends and sale proceeds, and no other single person has an interest in more than 5% of the class through these holdings.

Ryder System, Inc. is issuing $500,000,000 aggregate principal amount of 5.000% Medium-Term Notes due September 15, 2031 under its shelf registration. The Notes are priced at 99.653% of principal, with net proceeds to Ryder of $495,765,000 before expenses and an underwriters’ discount of 0.500%. Interest is paid semi-annually on March 15 and September 15, starting March 15, 2027, on a 30/360 basis, in book-entry form.

Prior to August 15, 2031, Ryder may redeem the Notes at its option at the greater of a make-whole amount based on the Treasury Rate plus 15 basis points or 100% of principal, plus accrued interest. On or after that “Par Call Date,” the Notes are redeemable at 100% of principal plus accrued interest. If a Change of Control Triggering Event occurs, Ryder must offer to repurchase the Notes as described in the prospectus supplement.

The Notes will be represented by a master global security under an indenture with U.S. Bank Trust Company, National Association, as trustee. A syndicate of underwriters, led by BNP Paribas Securities Corp., BofA Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, and Truist Securities, Inc., has committed to purchase the full $500,000,000 principal amount, with settlement expected on August 5, 2026 (T+7).

Ryder System, Inc. is offering new fixed-rate Medium-Term Notes under its existing shelf registration statement. The notes will pay interest on a 30/360 day-count basis, with interest payable semi-annually, and will be issued in book-entry form through a master global security.

Before a defined Par Call Date, Ryder may redeem the notes at the greater of a make‑whole amount based on a Treasury Rate plus a spread, or 100% of principal, in each case plus accrued interest. On or after the Par Call Date, the notes are redeemable at 100% of principal plus accrued interest. If a Change of Control Triggering Event occurs, Ryder will be required to offer to repurchase the notes from holders subject to the related terms. The notes are being purchased by a syndicate of underwriters pursuant to a selling agency agreement and a terms agreement, with settlement expected on a T+7 basis.

Ryder System, Inc. reported total revenue of $3,347 million for the quarter ended June 30, 2026, up 5% from a year earlier, with operating revenue up 3%.

Earnings from continuing operations were $133 million and diluted EPS from continuing operations was $3.40, up 8%, while comparable EPS rose 12% to $3.73. Fleet Management Solutions drove higher profitability, with segment EBT up 20% on contractual growth and stronger used vehicle sales. Supply Chain Solutions revenue grew 8% on new business but segment EBT declined 7% due to weaker automotive and ramp-up costs, and Dedicated Transportation Solutions saw modest declines in revenue and EBT.

Used vehicle sales, net improved to a $7 million gain, interest expense fell 4%, and non-operating pension costs increased on an $8 million Canadian plan settlement. For the first half, net cash from operating activities was $1,260 million and free cash flow increased to $684 million as capital expenditures dropped to $812 million. Total assets were $16,089 million and total debt $7,457 million, for a debt-to-equity ratio of 259%, with liquidity supported by $219 million of cash and $1,079 million available under credit facilities.

Ryder System, Inc. reported higher second quarter 2026 results, with GAAP EPS from continuing operations of $3.40, up 8% from the prior year, and comparable EPS (non-GAAP) of $3.73, up 12%. Total revenue was $3.3 billion, a 5% increase, and operating revenue (non-GAAP) reached $2.7 billion, up 3%, driven mainly by growth in Supply Chain Solutions and Fleet Management Solutions.

Fleet Management Solutions posted 6% total revenue growth and a 20% increase in earnings before tax to $150 million, supported by contractual business performance, stronger used vehicle sales, and higher rental utilization on a smaller fleet. Supply Chain Solutions grew revenue but saw a 7% EBT decline, while Dedicated Transportation Solutions experienced modest revenue and EBT decreases.

For the first half of 2026, free cash flow (non-GAAP) rose to $684 million from $461 million as capital expenditures fell to $832 million. Debt-to-equity was 259% as of June 30, 2026, within the company’s 250%–300% target range. Ryder raised its full-year 2026 comparable EPS outlook to $14.40–$14.80 and continues to target 3% operating revenue growth and 18% non-GAAP ROE.

SWOBODA CHARLES M reported acquisition or exercise transactions in this Form 4 filing.

Ryder System director Charles M. Swoboda received an equity grant as part of his board compensation. He was awarded 108 restricted stock units in lieu of a cash retainer under Ryder’s Amended and Restated 2019 Equity and Incentive Compensation Plan. Each unit represents one share of common stock when it settles. Following this grant, Swoboda directly holds 9,229 shares of Ryder common stock.

Ryder System executive Robert D. Fatovic reported an open-market sale of 5,000 shares of common stock. The shares were sold at a weighted average price of $249.85 per share, with individual sale prices ranging from $249.72 to $250.39. After the sale, he held 88,826 shares directly. He also reported indirect holdings of 392 shares through the Ryder Deferred Compensation Plan and 1,949 shares through the Ryder Employee Savings Plan. A footnote states that some of his holdings include 89 shares acquired under the company’s dividend reinvestment plan or Employee Stock Purchase Plan.

Ryder System SVP Sanford J. Hodes reported two stock transactions in company common stock. On May 28, 2026, he completed an open-market sale of 595 shares at $251.95 per share, leaving him with 22,948 shares held directly afterward. The reported price reflects multiple sales at the same price.

On May 27, 2026, he also made a bona fide gift of 411 shares of common stock, with 23,543 shares directly owned immediately following that gift. Together, these moves show a mix of a small open-market sale and a personal gift while maintaining a sizable direct ownership position in Ryder System.