Fatovic Robert D 4

What Happened
Robert D. Fatovic, EVP, CLO & Corporate Secretary of Ryder System, received equity awards that vested in early February 2026 and the company withheld shares to satisfy tax withholding. On Feb 6, 2026, 16,694 performance-based restricted stock rights (PBRSRs) vested (footnote indicates these were earned relative to the Feb 10, 2023 grant) and 6,603 of those shares were withheld by the company at $217.50 per share (disposition value $1,436,153) to cover taxes. Also on Feb 6 he was credited with 2,482 time-based restricted stock rights (TVRSRs) and on Feb 7, 729 of those were withheld at $217.50 per share (disposition value $158,558). Total shares awarded = 19,176; total shares withheld for taxes = 7,332, representing roughly $1.59M in tax withholding.

Key Details

• Transaction dates: awards/vests on Feb 6–7, 2026; Form 4 filed Feb 10, 2026.
• Prices and withholding amounts: 6,603 shares withheld @ $217.50 = $1,436,153; 729 shares withheld @ $217.50 = $158,558.
• Shares awarded: 16,694 PBRSRs and 2,482 TVRSRs (total 19,176). Shares withheld for taxes: 7,332.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: F1–F4 explain PBRSR vesting (earned from the Feb 10, 2023 grant), tax-withholding by the company for PBRSRs and TVRSRs, and that TVRSRs vest ratably over three years (TVRSRs granted Feb 7, 2025).
• Transaction codes: A = award/acquisition (vesting), F = shares withheld to satisfy tax liability (not open-market sales).

Context
These were equity award vesting events with company share withholding for taxes (common administrative treatment), not open-market sales by the insider. The withholding reduces the net shares received but does not necessarily indicate buy/sell sentiment. For retail investors, purchases by insiders tend to be more informative than routine tax withholding; this filing primarily documents vesting and tax-related dispositions.