Ryder (NYSE: R) COO John Diez reports PBRSR, TVRSR vesting and tax withholdings

Rhea-AI Filing Summary

Ryder Inc. President and COO John J. Diez reported equity award activity and related tax withholdings in common stock. On February 6, 2026, he acquired 26,088 shares tied to performance-based restricted stock rights and 11,494 time-based restricted stock rights at no cash cost.

Also on February 6, 2026, 10,294 shares were withheld at $217.5 per share to cover taxes on vesting PBRSRs. On February 7, 2026, 997 shares were withheld at $217.5 per share for taxes on vesting TVRSRs. After these transactions, Diez directly owned 186,202 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

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^*

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)
02/06/2026

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		26,088(1)	A	$0	185,999	D
common stock	02/06/2026		F		10,294(2)	D	$217.5	175,705	D
common stock	02/06/2026		A		11,494(3)	A	$0	187,199	D
common stock	02/07/2026		F		997(4)	D	$217.5	186,202	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), 26,088 shares were earned out of the 15,555 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 did Ryder (R) President and COO John J. Diez report in this Form 4?

John J. Diez reported equity awards and tax-related share withholdings. He acquired PBRSR- and TVRSR-linked Ryder common shares at no cash cost, while the company withheld other shares at $217.5 per share to satisfy tax obligations tied to those vestings.

How many Ryder (R) shares did John J. Diez acquire in the reported transactions?

Diez acquired 26,088 Ryder common shares linked to performance-based restricted stock rights and 11,494 shares from time-based restricted stock rights. Both transactions were reported at a price of $0 per share, reflecting equity compensation vesting rather than open-market purchases.

How many Ryder (R) shares were withheld for taxes in John J. Diez’s Form 4?

The company withheld 10,294 Ryder common shares on February 6, 2026 and 997 shares on February 7, 2026. Both withholdings were reported at a price of $217.5 per share to cover tax obligations upon vesting of PBRSRs and TVRSRs.

What is John J. Diez’s Ryder (R) share ownership after these Form 4 transactions?

After the reported award vestings and tax withholdings, John J. Diez directly owned 186,202 shares of Ryder common stock. All positions are reported as directly held, with no indication of indirect ownership structures in the provided Form 4 data.

What types of equity awards are disclosed for John J. Diez in Ryder (R) stock?

The filing references performance-based restricted stock rights (PBRSRs) and time-based restricted stock rights (TVRSRs). PBRSRs vested upon Board approval, while TVRSRs vest ratably over three years, resulting in common stock being delivered and some shares withheld for taxes.

Were John J. Diez’s Ryder (R) transactions open-market buys or sells?

The transactions reflect vesting of restricted stock rights and related tax withholdings, not open-market trading. Shares acquired at $0 per share arise from PBRSRs and TVRSRs, while shares at $217.5 per share were withheld by Ryder to satisfy tax obligations on those vestings.