Ryder (NYSE: R) EVP Fatovic reports vesting of stock awards and tax withholding

Rhea-AI Filing Summary

Ryder System executive Robert D. Fatovic, EVP, Chief Legal Officer and Corporate Secretary, reported multiple equity award-related transactions in Ryder common stock. On February 6, 2026, he acquired 16,694 shares at $0 upon vesting of performance-based restricted stock rights that were earned and vested upon Board approval, and 2,482 time-based restricted stock rights that vest ratably over three years. To cover tax obligations on these vestings, the company withheld 6,603 shares on February 6, 2026 and 729 shares on February 7, 2026 at $217.50 per share. After these transactions, he directly owned 94,645 shares of common stock and also had indirect holdings of 1,807 shares through the Ryder Employee Savings Plan and 389 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^*

Fatovic Robert D

(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, CLO & Corp. Secretary

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		16,694(1)	A	$0	99,495	D
common stock	02/06/2026		F		6,603(2)	D	$217.5	92,892	D
common stock	02/06/2026		A		2,482(3)	A	$0	95,374	D
common stock	02/07/2026		F		729(4)	D	$217.5	94,645	D
common stock								1,807	I	By Ryder Employee Savings Plan
common stock								389	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), 16,694 shares were earned out of the 9,955 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	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.
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FAQ

What insider transactions did Ryder (R) EVP Robert D. Fatovic report?

Robert D. Fatovic reported equity award activity, including vested performance-based and time-based restricted stock and related tax-withholding share reductions. These transactions reflect compensation vesting rather than open-market buying or selling, and resulted in updated direct and indirect ownership levels in Ryder common stock.

How many Ryder (R) shares did Robert D. Fatovic receive from performance-based awards?

He earned 16,694 Ryder common shares from performance-based restricted stock rights. These shares were earned from a grant made on February 10, 2023, and vested upon Board approval, increasing his direct ownership before tax-withholding share reductions were applied by the company.

Why were some Ryder (R) shares withheld from Robert D. Fatovic?

Ryder withheld 6,603 shares on February 6, 2026 and 729 shares on February 7, 2026 to pay taxes due upon vesting of restricted stock awards. This is a common practice where shares are withheld instead of the insider paying cash for the tax obligation.

What new time-based restricted stock did Ryder (R) grant to Robert D. Fatovic?

He received 2,482 time-based restricted stock rights that vest ratably over three years. These awards represent part of his equity compensation and will convert into Ryder common shares over time as vesting conditions are met, absent forfeiture conditions.

What is Robert D. Fatovic’s Ryder (R) share ownership after these Form 4 transactions?

Following the reported transactions, he directly owned 94,645 Ryder common shares. In addition, he held 1,807 shares indirectly through the Ryder Employee Savings Plan and 389 shares indirectly through the Ryder Deferred Compensation Plan, reflecting his total reported beneficial holdings.

Do these Ryder (R) Form 4 transactions reflect open-market stock sales?

The reported entries primarily reflect vesting of restricted stock and company share withholding for taxes. The shares withheld at $217.50 per share are tax-related rather than discretionary open-market sales, while the awards received at $0 are equity compensation grants vesting to the executive.