Ryder (NYSE: R) CEO reports tax withholding share transactions

Rhea-AI Filing Summary

Ryder Inc. Chair and CEO Robert E. Sanchez reported tax-related share transactions in company common stock. On February 9, 2026, the company withheld 2,776 shares at $215.73 per share, and on February 10, 2026 it withheld 3,114 shares at $212.19 per share. Both were coded as tax-withholding dispositions tied to the vesting of time-vested restricted stock rights granted in 2023 and 2024. After these transactions, Sanchez directly owned 92,278 common shares. He also had indirect ownership of 441,532 shares through the Robert E. Sanchez Revocable Trust, 28,450 shares through the Ryder Employee Savings Plan, and 3,696 shares through the Ryder Deferred Compensation Plan.

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

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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^*

SANCHEZ ROBERT E

(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)

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

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		2,776(1)	D	$215.73	95,392	D
common stock	02/10/2026		F		3,114(2)	D	$212.19	92,278	D
common stock								441,532	I	The Robert E. Sanchez Revocable Trust
common stock								28,450	I	By Ryder Employee Savings Plan
common stock								3,696	I	By Ryder Deferred Compensation Plan

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 transactions did Ryder (R) CEO Robert E. Sanchez report?

Robert E. Sanchez reported two tax-withholding dispositions of Ryder common stock. The company withheld 2,776 shares at $215.73 and 3,114 shares at $212.19 to cover taxes due upon vesting of time-vested restricted stock rights.

Were Robert E. Sanchez’s Ryder (R) Form 4 transactions open-market sales?

The transactions were not open-market sales. They were coded as tax-withholding dispositions, meaning Ryder withheld shares from vested awards to pay tax liabilities, rather than Sanchez selling shares on the open market for discretionary purposes.

How many Ryder (R) shares does CEO Robert E. Sanchez own directly after the Form 4?

After the reported tax-withholding transactions, Robert E. Sanchez directly owned 92,278 shares of Ryder common stock. This direct holding reflects his position following the company’s share withholdings tied to vesting of prior equity grants.

What indirect Ryder (R) share holdings are associated with Robert E. Sanchez?

Indirectly, Sanchez had 441,532 Ryder common shares through the Robert E. Sanchez Revocable Trust, 28,450 shares through the Ryder Employee Savings Plan, and 3,696 shares through the Ryder Deferred Compensation Plan, as reported in the Form 4 filing.

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

The share withholdings were triggered by the vesting of time-vested restricted stock rights. These awards were originally granted on February 10, 2023 and February 9, 2024, and the company withheld shares upon vesting to cover related tax obligations.

What transaction code was used in Robert E. Sanchez’s Ryder (R) Form 4?

Both transactions were reported under code “F,” which indicates payment of exercise price or tax liability by delivering securities. In this case, it reflects shares withheld by Ryder to satisfy tax obligations on vested stock awards.