Sensing John S. 4

4 · RYDER SYSTEM INC · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

Ryder (R) President John S. Sensing Receives Awards, Sells Shares

What Happened

John S. Sensing, President, Global SCS & DTS at Ryder System Inc., received 26,326 restricted shares through awards (21,913 performance-based; 4,413 time-based) that vested. To cover tax withholding on the vesting, the company withheld and disposed of 9,383 shares (8,654 + 729) at $217.50 each, producing approximately $2,040,803 in proceeds. The awarded shares were acquired at $0.00 (no cash purchase).

Key Details

Dates and prices:
- 2026-02-06: Award (A) of 21,913 PBRSR shares @ $0.00; 8,654 shares withheld (F) @ $217.50 = $1,882,245
- 2026-02-06: Award (A) of 4,413 TVRSR shares @ $0.00
- 2026-02-07: Withholding (F) of 729 shares @ $217.50 = $158,558
- Total awarded: 26,326 shares; total withheld/disposed: 9,383 shares; total proceeds ≈ $2,040,803
Shares owned after transaction: Not specified in the provided filing.
Footnotes / vesting specifics:
- PBRSRs: 21,913 shares were earned (out of 13,066 originally granted on 2023-02-10) and vested upon Board approval.
- TVRSRs: time‑based restricted stock rights vest ratably over three years (grant dated 2025-02-07).
- Withheld shares represent company share-withholding to cover taxes due on the vesting of PBRSRs and TVRSRs.
Filing timeliness: Report filed 2026-02-10 for transactions on 2026-02-06; filing appears within the standard two-business-day Form 4 window.

Context

This transaction is primarily awards vesting (an acquisition) followed by routine tax-withholding (disposition). The withholding (code F) is a common, administrative sale of shares to satisfy tax obligations and does not necessarily indicate a voluntary open-market sale or change in insider sentiment.

Form 4

Period: 2026-02-06

President, Global SCS & DTS

Transactions

Award
common stock
[F1]
2026-02-06+21,913→ 74,081 total
Tax Payment
common stock
[F2]
2026-02-06$217.50/sh−8,654$1,882,245→ 65,427 total
Award
common stock
[F3]
2026-02-06+4,413→ 69,840 total
Tax Payment
common stock
[F4]
2026-02-07$217.50/sh−729$158,558→ 69,111 total

Footnotes (4)

[F1]With respect to performance-based restricted stock rights (PBRSRs), 21,913 shares were earned out of the 13,066 shares that were granted on February 10, 2023. The PBRSRs vested upon Board approval.
[F2]Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of PBRSRs granted to the reporting person on February 10, 2023.
[F3]Represents time-based restricted stock rights (TVRSRs) granted to the reporting person by the Company, which vest ratably over a term of three years.
[F4]Represents shares of common stock withheld by the Company for the payment of taxes due upon the vesting of TVRSRs granted to the reporting person on February 7, 2025.

Signature

/s/ Robert D. Fatovic, by power of attorney|2026-02-10

1 file