Ryder (R) SVP logs tax-withholding stock dispositions in Form 4

Rhea-AI Filing Summary

Ryder Inc senior vice president Sanford J. Hodes reported two tax-related share dispositions in company common stock. On February 9, 2026, 150 shares were withheld at $215.73 per share to cover taxes on vested restricted stock units, leaving him with 27,053 directly held shares. On February 10, 2026, a further 182 shares were withheld at $212.19 per share for the same purpose on an earlier award, resulting in 26,871 common shares held directly after the transactions.

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

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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^*

HODES SANFORD J.

(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)
	SVP, C Procur Of, Corp Dev Of

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		F		150(1)	D	$215.73	27,053	D
common stock	02/10/2026		F		182(2)	D	$212.19	26,871	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. 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 9, 2024.

2. 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 10, 2023.

Remarks:

	/s/ Robert D. Fatovic, by power of attorney	02/11/2026
	** 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 activity did Sanford J. Hodes report at Ryder (R)?

Sanford J. Hodes reported two tax-withholding dispositions of Ryder common stock. The company withheld shares on February 9 and 10, 2026, to pay taxes due on vesting of stock-based awards, a routine administrative transaction rather than an open-market sale.

How many Ryder (R) shares were used for tax withholding in this Form 4?

A total of 332 Ryder common shares were used for tax withholding. The company withheld 150 shares on February 9, 2026, and 182 shares on February 10, 2026, to cover tax obligations tied to vested time-vested restricted stock rights.

At what prices were the Ryder (R) tax-withholding shares valued?

The withheld Ryder shares were valued at transaction-specific prices. On February 9, 2026, 150 shares were withheld at $215.73 each. On February 10, 2026, 182 shares were withheld at $212.19 each, reflecting the share value used for the tax-withholding calculation.

How many Ryder (R) shares does Sanford J. Hodes own after these transactions?

After the reported tax-withholding dispositions, Sanford J. Hodes directly owns 26,871 Ryder common shares. This figure reflects his position following the February 10, 2026 transaction, where 182 shares were withheld to satisfy tax obligations on vested stock awards.

What triggered the Ryder (R) tax-withholding share dispositions?

The share dispositions were triggered by vesting of time-vested restricted stock rights. Ryder withheld common shares to pay taxes due when awards granted on February 9, 2024, and February 10, 2023, vested, as explained in the Form 4 footnotes for these transactions.

Is this Ryder (R) Form 4 a discretionary stock sale by the executive?

No, the Form 4 reflects tax-withholding dispositions, not discretionary open-market sales. Ryder withheld common shares from Sanford J. Hodes’ vested restricted stock awards to satisfy tax liabilities, which is a common administrative treatment for equity compensation.