SANCHEZ ROBERT E 4

What Happened
Robert E. Sanchez, Ryder System Inc. Chair and CEO, received performance- and time-based restricted stock awards that vested, totaling 84,222 shares (62,613 + 21,609) granted at $0.00. To cover tax withholding on the vesting, 26,878 shares were surrendered/withheld by the company (24,661 + 2,217) at $217.50 per share, producing proceeds of $5,845,966 (reported as dispositions).

Key Details

• Transaction dates: awards/vestings reported 2026-02-06; additional tax withholding on 2026-02-07. Form filed 2026-02-10 (appears timely).
• Awards: 62,613 PBRSRs (performance-based) and 21,609 time-based RSRs were recorded as acquired at $0.00.
• Withholding/disposition: 24,661 shares and 2,217 shares withheld at $217.50 each, totaling $5,363,768 and $482,198 respectively (combined ~$5.85M).
• Footnotes: F1—62,613 shares were earned under PBRSRs originally granted 2/10/2023 and vested upon Board approval; F2/F4—shares were withheld by the company to pay taxes due on vesting; F3—time-based awards vest ratably over three years.
• Shares owned after the transactions are not shown in the provided data.

Context
These transactions are not open-market buys or discretionary sales: they reflect equity awards vesting and company withholding shares to satisfy tax liabilities (code F). This is a common administrative disposition and does not necessarily indicate a deliberate market-sale decision by the insider.