Ryder (R) EVP Karen Jones details restricted stock vesting and tax withholdings

Rhea-AI Filing Summary

Ryder Inc. executive Karen M. Jones, EVP & Chief Marketing Officer, reported equity compensation-related share movements in company stock. On February 6, 2026, she acquired 6,572 shares of common stock at $0 per share from performance-based restricted stock rights that vested upon Board approval, and 2,988 time-based restricted stock rights that vest over three years.

On the same day, 2,621 shares and on February 7, 2026, 206 shares of common stock were withheld by Ryder at a price of $217.50 per share to cover taxes due upon vesting of these awards. After these transactions, Jones directly owned 18,980 shares of Ryder common stock.

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^*

JONES KAREN M.

(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)
	EVP & Chief Marketing Officer

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		6,572(1)	A	$0	18,819	D
common stock	02/06/2026		F		2,621(2)	D	$217.5	16,198	D
common stock	02/06/2026		A		2,988(3)	A	$0	19,186	D
common stock	02/07/2026		F		206(4)	D	$217.5	18,980	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), 6,572 shares were earned out of the 3,919 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 insider transactions did Ryder (R) executive Karen M. Jones report?

Karen M. Jones reported equity award activity involving Ryder common stock. She received vested performance-based and time-based restricted stock rights and had shares withheld by the company to cover related tax obligations tied to those vestings, all documented in a Form 4 insider filing.

How many Ryder (R) shares did Karen M. Jones acquire through equity awards?

Karen M. Jones acquired 6,572 Ryder common shares from performance-based restricted stock rights and 2,988 shares from time-based restricted stock rights. These awards reflect previously granted compensation that vested, rather than open-market purchases, and were reported as acquisitions at a price of $0 per share.

Why were Ryder (R) shares withheld in Karen M. Jones’s Form 4 filing?

Ryder withheld 2,621 shares on February 6, 2026, and 206 shares on February 7, 2026, to pay taxes due when restricted stock awards vested. These withholdings occurred at a reported price of $217.50 per share, instead of the executive selling shares independently for tax payments.

What are PBRSRs and TVRSRs referenced in the Ryder (R) Form 4?

PBRSRs are performance-based restricted stock rights that vest when specified performance conditions are met and approved by the Board. TVRSRs are time-based restricted stock rights that vest gradually over a three-year schedule, reflecting continued service-based equity compensation for the reporting executive.

How many Ryder (R) shares does Karen M. Jones own after these transactions?

After the reported equity award vesting and tax withholdings, Karen M. Jones directly owned 18,980 shares of Ryder common stock. This figure reflects her updated beneficial ownership position following all Form 4 transactions disclosed for early February 2026.

Were Karen M. Jones’s Ryder (R) transactions open-market buys or sells?

The reported transactions are primarily equity compensation events, not regular market trades. Shares were acquired at $0 from vesting restricted stock rights, while other shares were withheld by Ryder at $217.50 per share solely to cover tax obligations on those vestings.