HODES SANFORD J. 4
4 · RYDER SYSTEM INC · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Ryder (R) SVP Sanford Hodes Receives Awards; Shares Withheld
What Happened Sanford J. Hodes, SVP (Chief Procurement & Corporate Development) at Ryder System, received restricted stock awards that vested in early February 2026. The filing shows two award acquisitions on 2026-02-06: 3,649 performance-based restricted stock rights (PBRSRs) and 689 time‑based restricted stock rights (TVRSRs), each reported at $0.00 per share. To cover tax withholding on the vesting, the company withheld and disposed of 1,472 shares on 2026-02-06 for $217.50 per share ($320,160) and 115 shares on 2026-02-07 for $217.50 per share ($25,013), a total of 1,587 shares withheld and $345,173 in tax withholding.
Key Details
- Transaction dates and prices:
- 2026-02-06: Acquired 3,649 PBRSRs and 689 TVRSRs at $0.00 (vested/awarded).
- 2026-02-06: 1,472 shares withheld for taxes at $217.50 = $320,160.
- 2026-02-07: 115 shares withheld for taxes at $217.50 = $25,013.
- Total shares withheld for taxes: 1,587; total value withheld: $345,173.
- Shares owned after the transaction: Not specified in the Form 4 filing.
- Footnotes of note:
- PBRSRs: 3,649 shares were earned (vested upon Board approval) allegedly out of the PBRSRs granted on Feb 10, 2023.
- TVRSRs: Time‑based rights vest ratably over three years.
- The withheld/disposed shares represent company withholding to satisfy tax obligations on vesting.
- Filing date and timeliness: Form filed 2026-02-10 for transactions on 2026-02-06 and 02-07 — timely filing under Form 4 rules (not marked late).
Context
- These transactions are award vestings (not open‑market purchases or discretionary sales). The disposals shown are tax withholding transactions by the company (a routine cashless method to cover taxes when restricted awards vest), not market sales by the insider to raise cash.
- PBRSRs are performance‑based awards that vested upon Board approval; TVRSRs are time‑based awards that vest over time. Award vesting is a common form of compensation and does not by itself indicate the insider buying or selling shares in the market.
Insider Transaction Report
- Award
common stock
[F1]2026-02-06+3,649→ 28,101 total - Tax Payment
common stock
[F2]2026-02-06$217.50/sh−1,472$320,160→ 26,629 total - Award
common stock
[F3]2026-02-06+689→ 27,318 total - Tax Payment
common stock
[F4]2026-02-07$217.50/sh−115$25,013→ 27,203 total
Footnotes (4)
- [F1]With respect to performance-based restricted stock rights (PBRSRs), 3,649 shares were earned out of the 2,177 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 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.