JONES KAREN M. 4

What Happened
Karen M. Jones, Executive Vice President & Chief Marketing Officer of Ryder System Inc., had a total of 597 shares withheld by the company to satisfy tax withholding on vested awards. On Feb 9, 2026, 270 shares were withheld at $215.73 each (≈ $58,247); on Feb 10, 2026, 327 shares were withheld at $212.19 each (≈ $69,386). These transactions are disposals for tax withholding (not open-market sales).

Key Details

• Transaction dates & prices:
  • 2026-02-09: 270 shares withheld @ $215.73 ($58,247)
  • 2026-02-10: 327 shares withheld @ $212.19 ($69,386)
• Total shares withheld: 597; total value ≈ $127,633.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes:
  • F1: Withholding for taxes on TVRSRs granted Feb 9, 2024.
  • F2: Withholding for taxes on TVRSRs granted Feb 10, 2023.
  • F3: The filing notes 90 shares were acquired via the company’s dividend reinvestment plan since the reporter’s last Section 16 filing.
• Filing timeliness: Form 4 was filed Feb 11, 2026, which is within the typical two-business-day window for these Feb 9–10 transactions (appears timely).

Context
This was a routine “sell-to-cover” style withholding to pay taxes on vested time-vested awards (TVRSRs), not an open-market sale intended to realize gains. Such tax-withholding disposals are common after vesting and don’t necessarily signal the insider’s view of the stock. The 90 shares from dividend reinvestment indicate additional, separate accumulation since the last filing.