Diez John J. 4

What Happened

• John J. Diez, President and COO of Ryder System, exercised 24,190 stock options on 2026-02-25 (transaction code M). The exercise required $1,850,293 in cash (24,190 shares × $76.49 exercise price).
• Simultaneously, 14,558 shares were withheld/disposed to cover the exercise price and/or tax withholding (transaction code F) at a weighted average price of $222.70, valued at $3,242,067.
• In an open-market sale (transaction code S), Diez sold an additional 9,632 shares at an average price of $222.20, generating $2,140,230. The filing also shows the derivative position (the options) was converted/expired after exercise (M, reported as a $0 disposition entry).

Key Details

• Date of transactions: 2026-02-25 (Form 4 filed 2026-02-26 — filing appears timely).
• Exercise: 24,190 options exercised at $76.49 per share = $1,850,293 paid.
• Tax withholding/disposition: 14,558 shares withheld at $222.70 (weighted average) = $3,242,067.
• Open-market sale: 9,632 shares at $222.20 (weighted average) = $2,140,230. Footnote indicates sale prices ranged from $221.68 to $222.64; full breakdown available on request to the SEC staff or holders.
• Shares owned after transaction: Not disclosed in the provided excerpt of the filing.
• Relevant footnotes: F1 explains the weighted-average sale price range and availability of per-price quantities; F2 notes the options originally vested in three equal installments in 2018–2020 (i.e., the options were already vested).

Context

• This is effectively a cashless/covered exercise: Diez exercised options and used a portion of the resulting shares to satisfy the exercise price and tax withholding, while selling the remainder on the open market. That is a common executive transaction structure and does not, by itself, indicate a change in view on the company.
• Sales are routine for financing option exercises or tax obligations; purchases typically provide a stronger signal of insider bullishness. The filing is factual and does not state any trading plan (e.g., 10b5‑1).