R: CEO Robert Sanchez nets $8M in Form 4 option cash-out

Rhea-AI Filing Summary

Form 4 shows Ryder System (R) Chair & CEO Robert E. Sanchez exercised 104,439 stock options at $55.32 on 07/28/25 (code M). He immediately disposed of the entire lot: 60,313 shares withheld for taxes (code F) and 44,126 shares sold on the open market at weighted-average prices ranging $178–$183 on 07/28-29/25 (code S).

Gross sale proceeds are roughly $8.1 million. Following the transactions, Sanchez’s direct ownership fell from 145,263 to 40,824 shares (-72%), while indirect holdings remain sizeable: 449,953 shares in a revocable trust, 28,237 in the Ryder Employee Savings Plan and 3,667 in the Deferred Compensation Plan—about 481,857 shares in total. No derivative securities remain from the option grant (would have expired 02/09/26).

The activity represents routine option exercise and profit-taking rather than a change in corporate outlook; Sanchez still controls about 522k shares (~1 % of outstanding), maintaining economic alignment with shareholders. No fundamental operating data or guidance is included in this filing.

Positive

• CEO retains approximately 522,000 shares (direct + indirect), preserving meaningful equity alignment with investors.

Negative

• Direct holdings dropped 72 % (145,263 → 40,824 shares) after open-market sales totaling ~44,000 shares at ~$182, potentially viewed as reduced near-term confidence.

Insights

Securities Analyst

TL;DR: CEO cashes out options, reduces direct stake but retains large indirect position—signal neutral to mildly negative.

The sale converts in-the-money options into roughly $8 m in liquidity at ~3× exercise price. Disposing of 72 % of directly held shares could be read as diminished short-term conviction, yet indirect holdings keep total exposure near 1 % of shares outstanding, limiting governance concerns. Transactions were pre-scheduled (Rule 10b5-1 checkbox marked), tempering adverse interpretation. Overall valuation impact should be minimal unless additional insider selling emerges.

Corporate Governance Specialist

TL;DR: Large option-driven sale, but ownership structure still aligns CEO with shareholders.

Sanchez met tax obligations and diversified personal wealth without breaching fiduciary optics. Retention of over 480k shares in trust balances liquidity needs with continued skin-in-the-game. Because the trades stem from expiring 2016-grant options, I view governance impact as neutral; board-level influence unchanged.

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)
07/28/2025

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	07/28/2025		M		104,439	A	$55.32	145,263	D
common stock	07/28/2025		F		60,313	D	$182.36	84,950	D
common stock	07/28/2025		S		16,552	D	$182.34(1)	68,398	D
common stock	07/28/2025		S		5,511	D	$182.94(2)	62,887	D
common stock	07/29/2025		S		1,245	D	$182.5(3)	61,642	D
common stock	07/29/2025		S		7,278	D	$183.07(4)	54,364	D
common stock	07/29/2025		S		3,657	D	$178.57(5)	50,707	D
common stock	07/29/2025		S		9,883	D	$179.26(6)	40,824	D
common stock								449,953	I	The Robert E. Sanchez Revocable Trust
common stock								28,237	I	By Ryder Employee Savings Plan
common stock								3,667	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
Stock Option (right to buy)	$55.32	07/28/2025		M			104,439	(7)	02/09/2026	common stock	104,439	$0	0	D

Explanation of Responses:

1. This reflects the weighted average price at which the shares were sold. The sale price ranged from $181.81 to $182.80. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

2. This reflects the weighted average price at which the shares were sold. The sale price ranged from $182.82 to $183.00. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

3. This reflects the weighted average price at which the shares were sold. The sale price ranged from $181.84 to $182.83. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

4. This reflects the weighted average price at which the shares were sold. The sale price ranged from $182.87 to $183.44. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

5. This reflects the weighted average price at which the shares were sold. The sale price ranged from $177.90 to $178.89. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

6. This reflects the weighted average price at which the shares were sold. The sale price ranged from $178.91 to $179.72. The reporting person will provide, upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

7. The options vested in accordance with the following schedule: 40,979 shares vested on February 10, 2017; 40,978 shares vested on February 10, 2018; and 40,978 shares vested on February 10, 2019.

Remarks:

	/s/ Robert D. Fatovic, by power of attorney	07/30/2025
	** 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

How many Ryder System shares did CEO Robert E. Sanchez sell?

He sold 44,126 shares in the open market and surrendered 60,313 for taxes, covering the 104,439-share option exercise.

What was the average sale price of Ryder (R) shares in this Form 4?

Weighted-average prices ranged $178.57 to $183.07, producing roughly $8.1 million in proceeds.

How many Ryder shares does the CEO still own after the transactions?

Directly: 40,824 shares. Indirectly: 481,857 shares via trust and benefit plans.

Were these transactions pre-planned under Rule 10b5-1?

Yes, the Rule 10b5-1 checkbox is selected, indicating trades were executed under a pre-arranged trading plan.

Did the CEO retain any derivative securities after the option exercise?

No. The 104,439-share option grant was fully exercised and now shows 0 remaining derivative securities.