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

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.

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)
02/06/2026

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).
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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 tax-related share withholdings are disclosed for Ryder (R) CEO Sanchez?

The company withheld 24,661 shares at $217.5 per share for taxes on PBRSR vesting and 2,217 shares at $217.5 for taxes on TVRSR vesting. These withholdings reduced shares delivered but satisfied Sanchez’s tax obligations.

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.