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  4. [Form 4] RYDER SYSTEM INC Insider Trading Activity

Ryder (R) CEO details major stock vesting and tax withholdings

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Ryder Inc. Chair and CEO Robert E. Sanchez reported equity compensation activity and related tax withholdings. On February 6, 2026, he acquired 62,613 shares of common stock at $0 from performance-based restricted stock rights (PBRSRs) that were granted on February 10, 2023 and vested upon Board approval. The company withheld 24,661 shares at $217.5 per share to cover taxes on this vesting.

That same day, Sanchez received 21,609 time-based restricted stock rights, which vest ratably over three years. On February 7, 2026, the company withheld a further 2,217 shares at $217.5 per share for taxes tied to the vesting of TVRSRs granted on February 7, 2025. After these transactions, he held 98,168 shares directly, plus indirect holdings of 441,532 shares through The Robert E. Sanchez Revocable Trust, 28,450 shares via the Ryder Employee Savings Plan, and 3,696 shares through the Ryder Deferred Compensation Plan.

Positive

  • None.

Negative

  • None.
Insider SANCHEZ ROBERT E
Role Chair and CEO
Type Security Shares Price Value
Tax Withholding common stock 2,217 $217.50 $482K
Grant/Award common stock 62,613 $0.00 --
Tax Withholding common stock 24,661 $217.50 $5.36M
Grant/Award common stock 21,609 $0.00 --
holding common stock -- -- --
holding common stock -- -- --
holding common stock -- -- --
Holdings After Transaction: common stock — 98,168 shares (Direct); common stock — 441,532 shares (Indirect, The Robert E. Sanchez Revocable Trust)
Footnotes (1)
  1. With respect to performance-based restricted stock rights (PBRSRs), 62,613 shares were earned out of the 37,332 shares that were granted on February 10, 2023. The PBRSRs vested upon Board approval. 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. Represents time-based restricted stock rights granted to the reporting person by the Company, which vest ratably over a term of three years. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
02/06/2026
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 62,613(1) A $0 103,437 D
common stock 02/06/2026 F 24,661(2) D $217.5 78,776 D
common stock 02/06/2026 A 21,609(3) A $0 100,385 D
common stock 02/07/2026 F 2,217(4) D $217.5 98,168 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. With respect to performance-based restricted stock rights (PBRSRs), 62,613 shares were earned out of the 37,332 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does Robert E. Sanchez’s Form 4 for Ryder (R) report?

The Form 4 reports equity compensation vesting and tax withholdings for Ryder’s Chair and CEO. It includes PBRSRs that vested upon Board approval, new time-based restricted stock rights, and shares withheld by the company to pay associated tax obligations.

How many Ryder (R) shares did Robert E. Sanchez acquire in this filing?

Sanchez acquired 62,613 shares from performance-based restricted stock rights and 21,609 time-based restricted stock rights. The PBRSRs were originally granted on February 10, 2023, while the time-based awards vest ratably over a three-year term.

What are Robert E. Sanchez’s total reported Ryder (R) share holdings?

After the reported transactions, Sanchez directly held 98,168 Ryder common shares. Indirectly, he held 441,532 shares through a revocable trust, 28,450 shares via the Ryder Employee Savings Plan, and 3,696 shares through the Ryder Deferred Compensation Plan.

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

PBRSRs are performance-based restricted stock rights that vested upon Board approval, resulting in 62,613 shares earned from a February 10, 2023 grant. TVRSRs are time-based restricted stock rights granted February 7, 2025, whose vesting triggered additional tax-related share withholdings.