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  4. [424B3] RYDER SYSTEM INC Prospectus Filed Pursuant to Rule 424(b)(3)

Ryder System (R) prices fixed-rate Medium-Term Notes with make-whole call terms

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Filing Explained

No debt size or proceeds are fixed yet: this preliminary document remains subject to completion and is expressly not an offer.

As of July 27, 2026, Ryder has filed a preliminary pricing supplement for proposed fixed-rate medium-term notes, but it is subject to completion and expressly is not an offer to sell; no completed note sale or related proceeds are established here.

The filing leaves the principal amount, public offering price, interest rate, issue date, maturity date, and net proceeds blank, so it does not establish how much debt Ryder will issue or how much cash it will receive.

A completed pricing supplement stating those terms is the specific resolution point for the offering’s size, pricing, and proceeds.

Day-count convention 30/360 Basis for calculating interest on the Medium-Term Notes
Redemption notice period 10-60 days Range of days prior to a redemption date that notice must be given
Settlement cycle T+7 Delivery expected on the seventh business day following the trade date
H.15 determination time 4:15 p.m. Time after which H.15 Treasury yields are used to determine the Treasury Rate
Treasury yield observation time 11:00 a.m. Time for averaging bid and asked prices of U.S. Treasury securities
Medium-Term Notes financial
"Ryder System, Inc. Medium-Term Notes (Registered Notes-Fixed Rate)"
Medium-term notes are debt securities issued by companies, banks or governments that promise to pay interest and return principal at a set date a few years out—typically longer than short-term bills but shorter than long-term bonds. For investors they act like staggered IOUs that provide predictable income and help diversify holdings, but they carry credit and interest-rate risk and can affect a portfolio’s cash flow and stability depending on the issuer’s creditworthiness and the note’s term.
Par Call Date financial
"Prior to , 20 ( month prior to their maturity date) (the “Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
Treasury Rate financial
"“Treasury Rate” means, with respect to any redemption date, the yield determined by us"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
Change of Control Triggering Event financial
"If we experience a Change of Control Triggering Event, we will be required"
A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.
master global security financial
"We have elected to issue a master global security that represents each series"
Offering Type shelf

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FAQ

What type of securities is Ryder System, Inc. (R) offering in this 424B3?
Ryder System, Inc. is offering fixed-rate Medium-Term Notes that are part of its registered Medium-Term Notes program, issued under a prospectus and prospectus supplement dated March 20, 2024.

How often do the new Ryder (R) Medium-Term Notes pay interest?
The notes pay interest semi-annually, using a 30/360 day-count convention. Interest is paid on two specified dates each year, beginning in 2027, and on the maturity date, as described in the pricing terms.

Can Ryder (R) redeem these Medium-Term Notes before maturity?
Yes. Before the 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, plus accrued interest; on or after the Par Call Date, at 100% of principal plus accrued interest.

What is the Treasury Rate used for Ryder’s (R) make-whole redemption?
The Treasury Rate is based on yields from the Federal Reserve’s H.15 release for U.S. Treasury constant maturities, or, if unavailable, on the semi-annual yield to maturity of a U.S. Treasury security closest to the Par Call Date, determined using specified procedures.

What happens to Ryder (R) notes if there is a Change of Control Triggering Event?
If Ryder experiences a Change of Control Triggering Event, it will be required to offer to purchase the notes from holders, following the detailed terms described under “Offer to Redeem Upon Change of Control Triggering Event” in the related prospectus supplement.

How much advance notice will holders receive before Ryder (R) redeems the notes?
Notice of any redemption will be delivered to holders at least 10 days but not more than 60 days before the redemption date. After the redemption date, interest stops accruing on redeemed notes, provided the redemption price is paid.

In what form will Ryder (R) issue these Medium-Term Notes and when will they settle?
The notes will be issued as a global book-entry security under a master global security structure. Delivery and payment are expected on a T+7 settlement cycle, the seventh business day after the trade date.

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus and prospectus supplement are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 27, 2026

 

Preliminary Pricing Supplement No. 7    Filed pursuant to Rule 424(b)(3)
(To prospectus supplement dated March 20, 2024    Registration No. 333-278118
and prospectus dated March 20, 2024)     , 2026

 

 

LOGO

RYDER SYSTEM, INC.

Medium-Term Notes

(Registered Notes-Fixed Rate)

Due Nine Months or More

from Date of Issue

As used in this pricing supplement, “Company,” “we,” “our,” and “us” refer only to Ryder System, Inc. and not to any of its subsidiaries, except where the context otherwise requires.

The Company has filed a registration statement (including a prospectus dated March 20, 2024 and a prospectus supplement dated March 20, 2024) with the Securities and Exchange Commission (the “SEC”), for the offering and sale of $   aggregate principal amount of    % Notes due    (the “Notes”) to which this preliminary pricing supplement relates. You should read these documents and any other documents relating to the Notes that the Company has filed with the SEC for more complete information about the Company and the Notes. You may obtain these documents for free from the SEC website at www.sec.gov.

 

Trade Date:       , 2026
Principal Amount:    $
Public Offering Price:       %
Issue Date:       , 2026 (T+7)
Maturity Date:   
Interest Rate:       %
Day Count:    30/360
Net Proceeds to Ryder (before expenses):    $
Interest Payment Dates:   

Semi-annually on  and  of each year, commencing   ,

2027 and at Maturity.

Underwriters’ Discount:       %
Record Dates:       and   
Form:    ☒ Book Entry  ☐ Certificated
Redemption:    ☐ The Notes cannot be redeemed prior to maturity
   ☒ The Notes may be redeemed prior to maturity
Optional Redemption:    ☐ No
   ☒ Yes
CUSIP No.:    78355HLH0

 

PS-1

  Other Terms
  Prior to   , 20  (  month prior to their maturity date) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
 

(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus  basis points, less (b) interest accrued to the redemption date, and

 

(ii)  100% of the principal amount of the Notes to be redeemed,

  plus, in either case, accrued and unpaid interest thereon to the redemption date.
  On or after the Par Call Date, we may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
  “Treasury Rate” means, with respect to any redemption date, the yield determined by us in accordance with the following two paragraphs:
  The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

 

PS-2

  If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
  Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
  Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but no more than 60 days before the redemption date to each holder of Notes to be redeemed.
  Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption.
Repayment at Option of Holder:   ☒ If we experience a Change of Control Triggering Event, we will be required to offer to purchase the Notes from holders as described in the accompanying prospectus supplement under “Offer to Redeem Upon Change of Control Triggering Event.”
Discount Note:   ☐ Yes  ☒  No
Total Amount of OID:   N/A
Yield to Maturity:   N/A
Initial Accrual Period OID:   N/A

 

PS-3

    Joint Book-Running Managers    
BNP PARIBAS   BofA Securities   Mizuho   RBC Capital Markets   Truist Securities

 

Underwriters Capacity:       ☐ As agent    ☒ As principal
If as principal:       ☐ The Notes are being offered at varying prices relating to prevailing market prices at the time of sale.
      ☒ The Notes are being offered at a fixed initial public offering price equal to the Public Offering Price (as a percentage of Principal Amount).

Legal Matters

The validity of the securities will be passed upon for us by Sullivan & Cromwell LLP, New York, New York, and for the Underwriters by Willkie Farr & Gallagher LLP, Chicago, Illinois. Certain legal matters relating to Florida law will be passed upon by David M. Beilin, Associate General Counsel of the Company. Mr. Beilin owns shares of common stock of the Company.

Terms of Notes

Master Global Book-Entry Notes

The Notes will be represented by a global security. Generally, all securities represented by the same global security will have the same terms. Issuers may, however, issue a global security that represents multiple securities of the same kind, such as debt securities, that have different terms and are issued at different times. We call this global security a master global security. We have elected to issue a master global security that represents each series of our Medium-Term Notes and will represent the Notes offered hereby. The terms of the Notes described in this Pricing Supplement will be incorporated by reference into the master global security.

Trustee

An affiliate of U.S. Bank Trust Company, National Association (the “Trustee”) is a lender under the Company’s global revolving credit facility, and the Company may maintain other banking relationships in the ordinary course of business with the Trustee or its affiliates.

Plan of Distribution

Under the terms and subject to the conditions of the Selling Agency Agreement, dated March 20, 2024, among the Company and Academy Securities, Inc., BNP Paribas Securities Corp., BofA Securities, Inc., CastleOak Securities L.P., Comerica Securities, Inc., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as well as under the terms of the Terms Agreement, dated  , 2026, among the Company and BNP Paribas Securities Corp., BofA Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, and Truist Securities, Inc. as representatives of the underwriters named below (collectively, the “Underwriters”), the Underwriters have agreed severally to purchase and the Company has agreed to sell the Notes to the Underwriters in the respective principal amounts set forth below:

 

Underwriters

    Principal Amount  

BNP Paribas Securities Corp.

    $    

BofA Securities, Inc.

   

Mizuho Securities USA LLC

   

RBC Capital Markets, LLC

   

Truist Securities, Inc.

   
  

 

 

  

Total

    $    
  

 

 

  

 

PS-4

The Underwriters are committed to take and pay for all of the Notes if any are taken.

The Underwriters have advised the Company that they propose initially to offer part of the Notes directly to the public at the Public Offering Price set forth in this Pricing Supplement.

The Underwriters and certain of their affiliates may engage in transactions with and perform investment banking and commercial lending services for the Company and certain of its affiliates from time to time in the ordinary course of business, for which they receive customary fees and expenses.

In addition, in the ordinary course of their business activities, the agents and their affiliates may make or hold a broad array of investments, including acting as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the agents or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such agents and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereunder. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereunder. The agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Delivery is expected to be made against payment for the Notes on   , 2026, which will be the seventh business day following the date hereof (this settlement cycle being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the date that is one business day before the delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.

 

PS-5

Source: View Original Filing on SEC EDGAR