Ryder (NYSE: R) EVP Lopez gets vested stock while shares withheld for taxes

Rhea-AI Filing Summary

Ryder Inc EVP & Chief HR Officer Francisco Jr. Lopez reported multiple equity-related transactions in company common stock. On February 6, 2026, he acquired 9,389 shares tied to performance-based restricted stock rights that vested upon Board approval and 2,114 shares from time-based restricted stock rights that vest over three years. On the same day, the company withheld 3,729 shares at $217.50 per share to cover taxes on the performance-based vesting. On February 7, 2026, an additional 366 shares were withheld at $217.50 per share for taxes on the time-based vesting. After these transactions, Lopez directly owned 64,332 shares of Ryder common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Lopez Francisco Jr.

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock	366	$217.50	$80K
Grant/Award	common stock	9,389	$0.00	--
Tax Withholding	common stock	3,729	$217.50	$811K
Grant/Award	common stock	2,114	$0.00	--

Holdings After Transaction: common stock — 64,332 shares (Direct)

Footnotes (1)

1. With respect to performance-based restricted stock rights (PBRSRs), 9,389 shares were earned out of the 5,599 shares that were granted on February 10, 2023. The PBRSRs vested upon Board approval. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs granted to the reporting person on February 10, 2023. Represents time-based restricted stock rights (TVRSRs) granted to the reporting person by the Company, which vest ratably over a term of three years. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of TVRSRs granted to the reporting person on February 7, 2025.

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^*

Lopez Francisco Jr.

(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 & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		9,389(1)	A	$0	66,313	D
common stock	02/06/2026		F		3,729(2)	D	$217.5	62,584	D
common stock	02/06/2026		A		2,114(3)	A	$0	64,698	D
common stock	02/07/2026		F		366(4)	D	$217.5	64,332	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. With respect to performance-based restricted stock rights (PBRSRs), 9,389 shares were earned out of the 5,599 shares that were granted on February 10, 2023. The PBRSRs vested upon Board approval.

2. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs granted to the reporting person on February 10, 2023.

3. Represents time-based restricted stock rights (TVRSRs) granted to the reporting person by the Company, which vest ratably over a term of three years.

4. Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of TVRSRs granted to the reporting person on February 7, 2025.

Remarks:

	/s/ Robert D. Fatovic, by power of attorney	02/10/2026
	** 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.

FAQ

What insider transactions did Ryder (R) EVP Francisco Jr. Lopez report?

Lopez reported equity-related transactions involving Ryder common stock. He received performance-based and time-based restricted stock that vested, and the company withheld shares at $217.50 per share to cover related tax obligations, leaving him with a substantial direct shareholding afterward.

How many Ryder (R) shares did Lopez acquire from performance-based awards?

Lopez acquired 9,389 Ryder common shares connected to performance-based restricted stock rights. These shares were earned from an award originally granted on February 10, 2023 and vested once the Board approved the performance results, converting the rights into actual common shares.

What are the time-based restricted stock rights reported by Ryder (R) EVP Lopez?

Lopez received 2,114 Ryder common shares from time-based restricted stock rights. These awards vest ratably over a three-year term, meaning portions of the grant convert into common stock over time, providing ongoing equity compensation tied to continued service with the company.

Why were Ryder (R) shares withheld from Lopez at $217.50 per share?

Ryder withheld 3,729 shares on February 6, 2026 and 366 shares on February 7, 2026 at $217.50 per share. These withholdings satisfied income tax obligations triggered by the vesting of Lopez’s performance-based and time-based restricted stock awards instead of using separate cash payments.

How many Ryder (R) shares does Lopez hold after these transactions?

After the reported transactions, Lopez directly owned 64,332 Ryder common shares. This figure reflects the net result of shares received from vested awards and shares withheld by the company to cover tax liabilities tied to those equity vesting events.

Do these Ryder (R) Form 4 transactions indicate an open-market sale by Lopez?

The reported transactions do not show an open-market sale by Lopez. Instead, they reflect shares received from restricted stock vesting and shares withheld by Ryder at a set price per share solely to cover associated tax obligations on those equity awards.