Ryder (NYSE: R) SVP earns PBRSRs and TVRSRs with tax share withholdings

Rhea-AI Filing Summary

Ryder Inc. senior vice president Sanford J. Hodes reported equity compensation activity and related tax withholdings. On February 6, 2026, he acquired 3,649 shares of common stock at $0 from performance-based restricted stock rights that vested upon Board approval, then had 1,472 shares withheld at $217.50 per share to cover taxes. He also received 689 time-based restricted stock rights that vest over three years. On February 7, 2026, 115 additional shares were withheld at $217.50 per share for taxes on vesting time-based awards. After these transactions, he directly held 27,203 Ryder common shares.

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)
02/06/2026

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		3,649(1)	A	$0	28,101	D
common stock	02/06/2026		F		1,472(2)	D	$217.5	26,629	D
common stock	02/06/2026		A		689(3)	A	$0	27,318	D
common stock	02/07/2026		F		115(4)	D	$217.5	27,203	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), 3,649 shares were earned out of the 2,177 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 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).
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FAQ

What insider transactions did Ryder (R) executive Sanford J. Hodes report?

Sanford J. Hodes reported vesting of performance-based and time-based stock awards and related tax withholdings. He received 3,649 shares from PBRSRs and 689 TVRSRs, while 1,587 shares were withheld at $217.50 per share to satisfy tax obligations.

How many Ryder (R) shares does Sanford J. Hodes hold after these Form 4 transactions?

After the reported transactions, Sanford J. Hodes directly owns 27,203 Ryder common shares. This balance reflects stock earned from vested performance-based awards, newly granted time-based awards, and shares withheld by the company to cover associated tax liabilities.

What are PBRSRs and how did they affect Sanford Hodes’ Ryder (R) holdings?

PBRSRs are performance-based restricted stock rights that convert to shares when goals are met. Hodes earned 3,649 Ryder shares from PBRSRs granted February 10, 2023, which vested upon Board approval, increasing his equity position before tax-related share withholdings.

What time-based restricted stock rights (TVRSRs) did Sanford Hodes receive from Ryder (R)?

Hodes received 689 time-based restricted stock rights that vest ratably over three years. These TVRSRs represent additional Ryder equity compensation that will convert into common shares over time, subject to continued service and the company’s standard vesting conditions.

Why were Ryder (R) shares withheld at $217.50 for Sanford Hodes?

Ryder withheld shares at $217.50 per share to cover income taxes due upon vesting of PBRSRs and TVRSRs. Specifically, 1,472 shares and 115 shares of common stock were withheld on February 6 and 7, 2026, instead of requiring separate cash tax payments.

What role does Sanford J. Hodes have at Ryder (R) in this Form 4 filing?

Sanford J. Hodes is identified as an officer of Ryder, serving as Senior Vice President, Chief Procurement Officer and Corporate Development Officer. The reported stock grants and tax withholdings are part of his equity-based executive compensation package.