HAVENS THOMAS M. 4

What Happened
Thomas M. Havens, President, Global FMS at Ryder System (R), was granted restricted stock rights and had shares withheld to satisfy tax obligations. On Feb 6, 2026 he was credited with 18,780 performance-based shares and 4,413 time-based shares (total 23,193 acquired, code A). To cover taxes on vesting, 7,422 shares were withheld/disposed on Feb 6 for $217.50/share ($1,614,285) and another 729 shares were withheld/disposed on Feb 7 for $217.50/share ($158,558) — total tax withholding value ≈ $1,772,843 (code F).

Key Details

• Transaction dates/prices: Feb 6, 2026 (grants; withhold 7,422 @ $217.50); Feb 7, 2026 (withhold 729 @ $217.50).
• Total received (award/acquisition): 23,193 shares (18,780 PBRSRs + 4,413 TVRSRs).
• Total shares withheld/disposed for taxes: 8,151 shares, proceeds/value ≈ $1,772,843.
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: PBRSRs — 18,870 shares were earned (noting the filing’s footnote text) and vested upon Board approval.
  • F2: Withheld shares represent company withholding to pay taxes on PBRSRs granted Feb 10, 2023.
  • F3: TVRSRs vest ratably over three years.
  • F4: Withheld shares for taxes on TVRSRs granted Feb 7, 2025.
• Filing timeliness: Report filed Feb 10, 2026 for transactions on Feb 6–7, 2026; filing appears to be within the standard Form 4 reporting window.

Context
These entries reflect the vesting of restricted stock rights (performance- and time-based) and the company withholding shares to cover tax liabilities — a routine tax-withholding disposition (code F), not an open-market sale. Such grant-and-withhold events are common when awards vest and do not necessarily indicate buy/sell sentiment by the insider.