Ryder director granted RSUs worth $180,000

Ryder System Inc. director Michael F. Hilton received stock-based compensation rather than buying shares on the open market.

Rhea-AI Filing Summary

Ryder System Inc. director Michael F. Hilton received stock-based compensation rather than buying shares on the open market. On May 1, 2026, he was granted 827 shares of common stock as restricted stock units with a stated value of $180,000 under Ryder’s Amended and Restated 2019 Equity and Incentive Compensation Plan, based on a reference price of $249.99 per share.

He also acquired 720 additional restricted stock units through the plan’s dividend reinvestment feature the same day. Following the 827‑share grant, his direct holdings totaled 33,958 shares of common stock, indicating these are routine equity awards tied to his board role.

Insider Trade Summary

Grant/Award: 1,547 shares

Grant/Award 2 txns

Insider Hilton Michael F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	common stock	720	$0.00	$0.00
Grant/Award	common stock	827	$0.00	$0.00

Holdings After Transaction: common stock — 33,958 shares (Direct)

Footnotes (2)

1. F1. Annual grant of $180,000 of restricted stock units pursuant to the Company's Amended and Restated 2019 Equity and Incentive Compensation Plan based on $249.99 per share, which was the last reported sale price of the Company's common stock on May 1, 2026.
2. F2. Grant of restricted stock units pursuant to the dividend reinvestment feature of the Issuer's Amended and Restated 2019 Equity and Incentive Compensation Plan.

Key Figures

Annual RSU grant value: $180,000 Annual RSU shares: 827 shares Dividend reinvestment RSUs: 720 shares +2 more

5 metrics

Annual RSU grant value $180,000 Restricted stock unit grant under 2019 Equity and Incentive Compensation Plan

Annual RSU shares 827 shares Common stock RSUs granted May 1, 2026

Dividend reinvestment RSUs 720 shares RSUs granted via dividend reinvestment feature May 1, 2026

Reference share price $249.99 per share Last reported sale price on May 1, 2026 for valuing the grant

Shares held after grant 33,958 shares Direct holdings following the 827-share RSU grant

Key Terms

restricted stock units, dividend reinvestment, Equity and Incentive Compensation Plan

3 terms

restricted stock units financial

"Annual grant of $180,000 of restricted stock units pursuant to the Company's Amended and Restated 2019 Equity and Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend reinvestment financial

"Grant of restricted stock units pursuant to the dividend reinvestment feature of the Issuer's Amended and Restated 2019 Equity and Incentive Compensation Plan."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

Equity and Incentive Compensation Plan financial

"pursuant to the Company's Amended and Restated 2019 Equity and Incentive Compensation Plan based on $249.99 per share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Michael F. Hilton report in this Form 4 for Ryder System (R)?

Michael F. Hilton reported receiving stock-based compensation in the form of restricted stock units, not open-market trades. He was awarded 827 shares valued at $180,000 and 720 shares via dividend reinvestment under Ryder’s Amended and Restated 2019 Equity and Incentive Compensation Plan.

How many Ryder System (R) shares did Michael F. Hilton acquire on May 1, 2026?

On May 1, 2026, Michael F. Hilton acquired 827 shares and 720 shares of Ryder common stock through restricted stock unit grants. These awards were issued at no cash cost to him as part of the company’s equity compensation and dividend reinvestment features.

Was Michael F. Hilton’s Ryder System (R) transaction a market purchase or sale?

The transactions were not market purchases or sales. They were coded as grants (code A), reflecting restricted stock unit awards under Ryder’s equity plan and its dividend reinvestment feature, both recorded at a price of $0.00 per share to the reporting person.

What is the value basis of Michael F. Hilton’s annual restricted stock unit grant at Ryder (R)?

The annual restricted stock unit grant was valued at $180,000, based on a reference price of $249.99 per Ryder share. That reference price matched the last reported sale price of the company’s common stock on May 1, 2026, as noted in the filing footnote.

How many Ryder System (R) shares does Michael F. Hilton hold after these grants?

After the 827-share restricted stock unit grant, Michael F. Hilton directly held 33,958 shares of Ryder common stock. This total reflects his position immediately following that award and helps show the grants are modest relative to his overall shareholdings.

What plan governs Michael F. Hilton’s equity awards from Ryder System (R)?

His equity awards come under Ryder’s Amended and Restated 2019 Equity and Incentive Compensation Plan. This plan provides annual restricted stock unit grants and includes a dividend reinvestment feature that issues additional restricted stock units instead of paying cash dividends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 04:51 PM Learn about SEC filing dates

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^*

Hilton Michael F

(Last) (First) (Middle)

2333 PONCE DE LEON BLVD.

SUITE 700

(Street)

CORAL GABLES FLORIDA 33134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RYDER SYSTEM INC [ R ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		A(1)		720	A	$0	33,131	D
common stock	05/01/2026		A(2)		827	A	$0	33,958	D

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

Explanation of Responses:

1. Annual grant of $180,000 of restricted stock units pursuant to the Company's Amended and Restated 2019 Equity and Incentive Compensation Plan based on $249.99 per share, which was the last reported sale price of the Company's common stock on May 1, 2026.

2. Grant of restricted stock units pursuant to the dividend reinvestment feature of the Issuer's Amended and Restated 2019 Equity and Incentive Compensation Plan.

Remarks:

	/s/ Robert D. Fatovic, by power of attorney	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)