Ryder (NYSE: R) COO covers tax liabilities with share dispositions

Rhea-AI Filing Summary

Ryder System’s President and COO John J. Diez reported two tax-related share dispositions of company common stock. On February 9, 2026, the company withheld 1,031 shares at $215.73 per share to cover taxes on vesting TVRSRs granted February 9, 2024, leaving 185,171 shares held directly. On February 10, 2026, the company withheld a further 1,361 shares at $212.19 per share for taxes on TVRSRs granted February 10, 2023, leaving Diez with 183,810 shares of Ryder common stock held directly.

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^*

Diez John 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)
	President and COO

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		1,031(1)	D	$215.73	185,171	D
common stock	02/10/2026		F		1,361(2)	D	$212.19	183,810	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 transaction did Ryder (R) report for John J. Diez?

Ryder reported that President and COO John J. Diez had company common shares withheld to cover taxes on vesting TVRSRs. These were tax-withholding dispositions, not open-market purchases or sales, and he continued to hold a substantial number of Ryder shares directly afterward.

How many Ryder (R) shares were withheld for taxes on February 9, 2026?

On February 9, 2026, Ryder withheld 1,031 shares of common stock from John J. Diez at $215.73 per share. The withholding covered taxes due on vesting TVRSRs granted February 9, 2024, and left him holding 185,171 Ryder common shares directly.

How many Ryder (R) shares were withheld for taxes on February 10, 2026?

On February 10, 2026, Ryder withheld 1,361 shares of common stock from John J. Diez at $212.19 per share. This withholding covered taxes on TVRSRs granted February 10, 2023, and left him directly holding 183,810 shares of Ryder common stock.

What is John J. Diez’s role at Ryder (R) according to this filing?

The filing identifies John J. Diez as an officer of Ryder with the title President and COO. He is not listed as a director or 10% owner in this document, and the filing is made for him as a single reporting person.

Were the Ryder (R) insider transactions open-market sales or tax withholdings?

The transactions were tax-withholding dispositions coded “F,” meaning shares were withheld by Ryder to pay tax liabilities on vesting TVRSRs. They were not reported as open-market buys or sells, but as share deliveries used to satisfy tax obligations.

How many Ryder (R) shares did John J. Diez hold after these transactions?

After the February 9, 2026 tax withholding, John J. Diez held 185,171 Ryder common shares directly. Following the February 10, 2026 withholding, his direct ownership was 183,810 Ryder common shares, reflecting only the shares applied to satisfy tax liabilities.