Form 4: HAVENS THOMAS M. reports disposition transactions in R

Rhea-AI Filing Summary

HAVENS THOMAS M. reported disposition transactions in a Form 4 filing for R. The filing lists transactions totaling 1,875 shares at a weighted average price of $213.96 per share. Following the reported transactions, holdings were 46,580 shares.

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^*

HAVENS THOMAS M.

(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)
	President, Global FMS

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)
			Code	V	Amount	(A) or (D)	Price
common stock	02/09/2026		F		940(1)	D	$215.73	46,580	D
common stock	02/10/2026		F		935(2)	D	$212.19	45,645	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

FAQ

What insider transaction did Ryder (R) report for Thomas M. Havens?

Ryder reported that Thomas M. Havens had shares of common stock withheld to pay taxes on vesting equity awards. On February 9 and 10, 2026, a total of 1,875 shares were withheld as tax-withholding dispositions rather than open-market sales.

Were Thomas M. Havens’ Ryder (R) transactions open-market sales?

No. The Form 4 describes both transactions as tax-withholding dispositions. Ryder withheld shares to cover taxes due when previously granted time-vested restricted stock rights vested, rather than Havens selling shares in the open market.

How many Ryder (R) shares were withheld for Thomas M. Havens’ taxes?

Ryder withheld 940 shares of common stock on February 9, 2026 and 935 shares on February 10, 2026. These withholdings were used to pay tax obligations triggered by the vesting of prior equity awards granted in 2023 and 2024.

What prices were used for Ryder (R) tax-withholding share dispositions?

For the February 9, 2026 tax-withholding disposition, the price was $215.73 per share. For the February 10, 2026 disposition, the price was $212.19 per share. These prices apply to the withheld Ryder common stock recorded on the Form 4.

How many Ryder (R) shares does Thomas M. Havens own after these transactions?

After the reported tax-withholding dispositions, Thomas M. Havens directly beneficially owns 45,645 shares of Ryder common stock. This post-transaction holding reflects the shares remaining in his direct ownership following the company’s tax-related withholdings.

What triggered the Ryder (R) tax-withholding for Thomas M. Havens?

The tax-withholding occurred upon vesting of time-vested restricted stock rights previously granted to Havens. Awards granted on February 9, 2024 and February 10, 2023 vested in 2026, and Ryder withheld shares to satisfy the related tax obligations.