GALLO-AQUINO CRISTINA 4

What Happened
Cristina Gallo‑Aquino, EVP and Chief Financial Officer of Ryder System, received an award of 3,862 time‑based restricted stock rights (TVRSRs) reported as an acquisition on 2026-02-06 (grant price $0). The following day (2026-02-07) 596 shares were disposed/withheld by the company to cover taxes at $217.50 per share, for a tax withholding value of $129,630. The grant vests ratably over three years.

Key Details

• Transaction dates and prices:
  • 2026-02-06: Award/grant (A) — 3,862 TVRSRs acquired at $0.00.
  • 2026-02-07: Tax withholding (F) — 596 shares withheld/disposed at $217.50 ($129,630).
• Shares owned after the transaction: not specified in the provided filing data.
• Footnotes:
  • F1: The award represents time‑based restricted stock rights that vest ratably over three years.
  • F2: The 596 shares withheld were used to pay taxes due upon vesting of TVRSRs granted on Feb 7, 2025.
• Filing timeliness: Form filed 2026-02-10; timing is consistent with routine reporting (filed within the SEC’s two‑business‑day window for the Feb 6–7 transactions).

Context
This is primarily an equity award (a compensation grant) rather than an open‑market purchase or voluntary sale. The 596‑share disposal was a company withholding to satisfy tax obligations on vested awards—a routine administrative action that does not necessarily signal insider sentiment about the stock. Time‑based restricted awards vest over time, so they align executive compensation with future performance or tenure.