What equity awards triggered the Ryder (R) tax-withholding share dispositions?

The dispositions were triggered by the vesting of time-vested restricted stock rights (TVRSRs) granted to Francisco Jr. Lopez on February 9, 2024 and February 10, 2023, which created tax liabilities settled through share withholding.

Ryder (R) EVP Lopez reports tax-withholding share dispositions in Form 4

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ryder Inc. executive vice president and chief HR officer Francisco Jr. Lopez reported two small share dispositions related to tax withholding on vested equity awards. On February 9, 2026, the company withheld 449 shares of common stock at $215.73 per share to cover taxes on time-vested restricted stock rights granted on February 9, 2024.

On February 10, 2026, the company withheld an additional 490 shares at $212.19 per share to pay taxes on similar awards granted on February 10, 2023. After these tax-withholding dispositions, Lopez directly beneficially owned 63,393 shares of Ryder common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lopez Francisco Jr.

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock	490	$212.19	$104K
Tax Withholding	common stock	449	$215.73	$97K

Holdings After Transaction: common stock — 63,393 shares (Direct)

Footnotes (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. 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.

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Form 4 Insider Transactions: What Each Field Means →

02/11/2026 - 06:20 PM

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^*

Lopez Francisco Jr.

(Last)

(First)

(Middle)

2333 PONCE DE LEON BLVD.

SUITE 700

(Street)

CORAL GABLES

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 HR Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	02/09/2026		F		449⁽¹⁾	D	$215.73	63,883	D
common stock	02/10/2026		F		490⁽²⁾	D	$212.19	63,393	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Ryder (R) report for Francisco Jr. Lopez?

Ryder reported two insider transactions where EVP & Chief HR Officer Francisco Jr. Lopez had shares withheld to pay taxes on vested restricted stock rights, totaling 939 common shares, over two days in February 2026.

Were the Ryder (R) insider transactions open-market sales of stock?

No, the transactions were not open-market sales. They were tax-withholding dispositions, where Ryder withheld common shares from Francisco Jr. Lopez to cover income taxes due upon vesting of time-vested restricted stock rights.

How many Ryder (R) shares were withheld on February 9, 2026?

On February 9, 2026, Ryder withheld 449 shares of common stock from Francisco Jr. Lopez at a price of $215.73 per share to pay taxes on time-vested restricted stock rights granted on February 9, 2024.

How many Ryder (R) shares were withheld on February 10, 2026?

On February 10, 2026, Ryder withheld 490 shares of common stock from Francisco Jr. Lopez at a price of $212.19 per share to satisfy tax obligations tied to time-vested restricted stock rights granted on February 10, 2023.

How many Ryder (R) shares does Francisco Jr. Lopez own after these transactions?

Following the February 2026 tax-withholding transactions, Francisco Jr. Lopez directly beneficially owned 63,393 shares of Ryder common stock, as reported in the Form 4 insider filing submitted under Section 16 rules.