Ryder (R) executive Havens logs stock vesting and tax withholding transactions

Rhea-AI Filing Summary

Ryder Inc. President, Global FMS, Thomas M. Havens reported equity award activity and related tax withholding. On February 6, 2026, he acquired 18,780 shares of common stock at $0 and separately acquired 4,413 shares at $0, reflecting vesting of performance- and time-based restricted stock rights.

To cover taxes on these vestings, Ryder withheld 7,422 shares on February 6, 2026, and 729 shares on February 7, 2026, both at a price of $217.50 per share. After these transactions, Havens directly owned 47,520 Ryder common 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

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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)
02/06/2026

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		18,780(1)	A	$0	51,258	D
common stock	02/06/2026		F		7,422(2)	D	$217.5	43,836	D
common stock	02/06/2026		A		4,413(3)	A	$0	48,249	D
common stock	02/07/2026		F		729(4)	D	$217.5	47,520	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. With respect to performance-based restricted stock rights (PBRSRs), 18,870 shares were earned out of the 11,199 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, 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.
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FAQ

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

Ryder reported that executive Thomas M. Havens had restricted stock awards vest and related tax withholdings. On two dates in February 2026, he acquired shares at no cost from vesting and had other shares withheld by Ryder to pay income tax obligations.

How many Ryder (R) shares did Thomas M. Havens acquire from vesting?

Thomas M. Havens acquired 18,780 Ryder common shares and an additional 4,413 shares at $0 per share. These reflected vesting of performance-based and time-based restricted stock rights that were previously granted to him under Ryder’s equity compensation programs.

How were taxes handled on Thomas M. Havens’ Ryder (R) share vesting?

To satisfy taxes due on vested awards, Ryder withheld 7,422 shares on February 6, 2026, and 729 shares on February 7, 2026. Both withholding transactions were priced at $217.50 per share rather than being separate open-market sales by Havens.

What is Thomas M. Havens’ Ryder (R) share ownership after these transactions?

After the reported February 2026 transactions, Thomas M. Havens directly owned 47,520 Ryder common shares. This figure reflects the net effect of shares acquired from restricted stock vesting and shares withheld by Ryder to cover the associated tax obligations.

What types of equity awards are involved in this Ryder (R) Form 4?

The Form 4 describes performance-based restricted stock rights and time-based restricted stock rights. Performance-based awards vest based on achievement and Board approval, while time-based awards vest ratably over three years, creating periodic share deliveries to the executive.

Did Thomas M. Havens conduct open-market trades in Ryder (R) stock?

The reported transactions involve share acquisitions at $0 from vesting and share withholding at $217.50 for taxes. The filing characterizes the disposals as shares withheld by Ryder for tax payment, not discretionary open-market purchases or sales initiated by Havens.