Sensing John S. 4

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.