JONES KAREN M. 4

What Happened
Karen M. Jones, Executive Vice President and Chief Marketing Officer of Ryder System, received equity awards on Feb 6, 2026: 6,572 performance‑based restricted stock rights (PBRSRs) and 2,988 time‑based restricted stock rights (TVRSRs) (total 9,560 shares). To satisfy tax withholding obligations upon vesting, the company withheld 2,621 shares (value $570,068) on Feb 6 and 206 shares (value $44,805) on Feb 7 at $217.50 per share — total tax withholding value $614,873. These transactions are awards (code A) and tax withholding (code F), not open‑market sales.

Key Details

• Transaction dates and prices: Feb 6, 2026 (awards; no cash price), withholding on Feb 6 and Feb 7, 2026 at $217.50 per share.
• Shares granted: 6,572 PBRSRs + 2,988 TVRSRs = 9,560 shares awarded.
• Shares withheld for taxes: 2,621 + 206 = 2,827 shares; total value reported $614,873.
• Footnotes:
  • PBRSRs: 6,572 performance‑based shares were earned and vested upon Board approval (related to awards originally granted Feb 10, 2023).
  • Withheld shares represent company shares retained to pay taxes due on the vested PBRSRs and TVRSRs.
  • TVRSRs vest ratably over three years (granted Feb 7, 2025 per footnote).
• Ownership after transaction: not disclosed in this filing.
• Filing: Form 4 filed Feb 10, 2026 covering transactions on Feb 6–7, 2026.

Context
These are restricted stock awards that vested (performance and time based) and the company withheld shares to cover tax obligations — a common non‑market transaction (code F) and not an open‑market sale. Awards and tax‑withholding activity typically reflect compensation and tax settlement rather than a buy/sell signal by the insider.