Diez John J. 4

What Happened
John J. Diez, President and COO of Ryder System, received two restricted-stock awards and had shares withheld by the company to satisfy tax obligations. On Feb 6, 2026 he was credited with 26,088 performance-based restricted stock rights (PBRSRs) and 11,494 time‑based restricted stock rights (TVRSRs) (both reported as acquisitions at $0.00). To cover taxes on vesting, 10,294 shares were withheld on Feb 6, 2026 (disposed at $217.50 each, $2,238,945) and 997 shares were withheld on Feb 7, 2026 (disposed at $217.50 each, $216,848). Total shares withheld: 11,291; total value withheld ≈ $2,455,793.

Key Details

• Transaction dates/prices:
  • 2026-02-06: PBRSR grant 26,088 shares (price $0.00).
  • 2026-02-06: 10,294 shares withheld at $217.50 (payment of taxes) — $2,238,945.
  • 2026-02-06: TVRSR grant 11,494 shares (price $0.00).
  • 2026-02-07: 997 shares withheld at $217.50 (payment of taxes) — $216,848.
• Shares withheld total: 11,291; total tax-withholding value ≈ $2.456M.
• Footnotes of note:
  • PBRSRs: 26,088 shares were earned and vested (footnote states these were earned out of the 15,555 shares originally granted on Feb 10, 2023; vesting occurred upon Board approval).
  • TVRSRs: granted and vest ratably over three years.
  • The withheld shares represent company tax withholding to satisfy tax liabilities upon vesting.
• Shares owned after the transactions were not disclosed in the summary fields of the filing.
• Filing: Form 4 filed Feb 10, 2026 covering Feb 6–7, 2026 transactions (filed in the normal reporting window; not marked late).

Context
These were award grants (code A) and routine company withholdings (code F) to cover taxes on vesting — not open-market sales. The withholdings are a common, non-market way to pay withholding taxes and should not be read as a typical “insider sale” for liquidity or sentiment. Performance-based awards vested upon Board approval; time-based awards vest over time.