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Ryder Insider Trade: EVP Exercises & Sells 376 Shares on 15 Jul 2025

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ryder System, Inc. (R) filed a Form 4 disclosing insider activity by EVP of DTS Steve W. Martin on 15 Jul 2025.

  • Martin exercised 376 phantom stock units from the Deferred Compensation Plan (transaction code “M”) and immediately disposed of the same 376 common shares (code “D”) at $174.02 per share, a cash value of roughly $65k.
  • Post-transaction direct ownership stands at 29,735 shares; indirect holdings total 2,764 shares (2,639 via the Employee Savings Plan and 125 remaining phantom units).
  • The filing explains the exercise stems from a 1998 irrevocable deferral election that automatically distributed in 2025; no other equity awards were affected.

The share sale is modest relative to Martin’s total stake and appears plan-driven rather than indicative of a strategic change in insider positioning.

Positive

  • None.

Negative

  • EVP disposed of 376 shares at $174.02, representing insider selling activity, though the size is small relative to total holdings.

Insights

TL;DR: Routine, plan-based sale of 376 shares; immaterial impact on Ryder’s insider ownership profile.

The transaction converts phantom units accumulated since 1998 into common stock, immediately sold for about $65k. Martin retains nearly 30k shares directly, plus retirement-plan holdings, keeping overall exposure largely unchanged. Size (<1% of his direct stake and de-minimis versus Ryder’s 54 m share count) suggests a liquidity event tied to deferred-comp plan distribution rather than a signaling sale. Market impact is therefore neutral; no valuation-relevant information on operations or guidance is included.

Insider Martin Steve W.
Role EVP of DTS
Type Security Shares Price Value
Exercise Phantom Stock Units - Deferred Compensation Plan 376 $0.00 --
Exercise common stock 376 $0.00 --
Disposition common stock 376 $174.02 $65K
holding common stock -- -- --
holding common stock -- -- --
Holdings After Transaction: Phantom Stock Units - Deferred Compensation Plan — 125 shares (Direct); common stock — 29,833 shares (Direct); common stock — 2,639 shares (Indirect, By Ryder Employee Savings Plan)
Footnotes (1)
  1. Pursuant to terms of the Ryder System, Inc. Deferred Compensation Plan, effective January 1, 1997, the reporting person made an irrevocable election in 1998 to defer a portion of his compensation and receive an in-service lump sum cash distribution in 2025, which distribution was automatically made on July 15, 2025. On July 15, 2025, 537.545 of the reporting person's phantom stock units were equivalent to approximately 376 shares of common stock. Includes 269 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan and 9 shares acquired under the Company's Employee Stock Purchase Plan since the date of the reporting person's last Section 16 filing.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Martin Steve W.
(Last) (First) (Middle)
2333 PONCE DE LEON BLVD.
SUITE 700
(Street)
CORAL GABLES FL 33134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP of DTS
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
common stock 07/15/2025 M 376 A (1) 29,833 D
common stock 07/15/2025 D 376 D $174.02 29,735(2) D
common stock 2,639 I By Ryder Employee Savings Plan
common stock 125 I By Ryder Deferred Compensation Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units - Deferred Compensation Plan (1) 07/15/2025 M 376 07/15/2025 07/15/2025 common stock 376 (1) 125 D
Explanation of Responses:
1. Pursuant to terms of the Ryder System, Inc. Deferred Compensation Plan, effective January 1, 1997, the reporting person made an irrevocable election in 1998 to defer a portion of his compensation and receive an in-service lump sum cash distribution in 2025, which distribution was automatically made on July 15, 2025. On July 15, 2025, 537.545 of the reporting person's phantom stock units were equivalent to approximately 376 shares of common stock.
2. Includes 269 shares of common stock acquired by the reporting person under the Company's dividend reinvestment plan and 9 shares acquired under the Company's Employee Stock Purchase Plan since the date of the reporting person's last Section 16 filing.
Remarks:
/s/ Robert D. Fatovic, by power of attorney 07/30/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Ryder (R) report on 15 Jul 2025?

EVP Steve W. Martin converted 376 phantom stock units into common shares and sold all 376 shares at $174.02 each.

How many Ryder shares does the executive own after the Form 4 filing?

Martin now holds 29,735 shares directly and 2,764 shares indirectly through benefit plans.

Was the transaction part of a pre-arranged plan?

Yes. The exercise resulted from a 1998 irrevocable deferral election under Ryder’s Deferred Compensation Plan, distributed automatically in 2025.

What was the total value of the shares sold?

Approximately $65,000 (376 shares × $174.02).

Does the filing mention any additional derivative positions?

No open derivative positions remain; the phantom units were fully converted and settled.