Form 4: Ryder EVP & CIO Reports Stock Vesting, Tax Withholding

Ryder System's EVP & CIO, Rajeev Ravindran, reported the vesting of performance and time-based restricted stock, alongside associated tax withholdings.

Summary

• Rajeev Ravindran, Executive Vice President and Chief Information Officer of Ryder System Inc. (R), reported changes in his beneficial ownership of common stock.
• On February 6, 2026, 5,738 performance-based restricted stock rights (PBRSRs) vested, earned from a grant made on February 10, 2023.
• Concurrently, 1,970 shares of common stock were withheld by the company for the payment of taxes due upon the vesting of these PBRSRs, at a price of $217.5 per share.
• Also on February 6, 2026, 1,103 time-based restricted stock rights (TVRSRs) were granted, which are scheduled to vest ratably over a three-year term.
• On February 7, 2026, 190 shares of common stock were withheld for taxes due upon the vesting of TVRSRs that were granted on February 7, 2025, at a price of $217.5 per share.
• Following these reported transactions, Rajeev Ravindran's direct beneficial ownership of Ryder System Inc. common stock stands at 21,253 shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful vesting of performance-based awards and the ongoing retention of a key executive through new time-based grants, which aligns management incentives with long-term shareholder value.

Positives

• The vesting of 5,738 performance-based restricted stock rights (PBRSRs) indicates the achievement of specific performance targets by the company and its executive.
• The grant of 1,103 new time-based restricted stock rights (TVRSRs) demonstrates continued executive retention and alignment with future company performance over a three-year vesting period.

Negatives

• NA

Risks

• NA

Future Outlook

Time-based restricted stock rights (TVRSRs) granted on February 6, 2026, are set to vest ratably over a three-year term, indicating a future schedule for equity compensation for the EVP & CIO.

Management Comments

• NA

Industry Context

StockSavvy.ai notes that executive equity compensation, particularly through restricted stock units (RSUs) or similar instruments like performance-based and time-based restricted stock rights, is a common practice across industries to align executive interests with shareholder value and ensure retention. The vesting of performance-based awards suggests the company met specific operational or financial targets, a positive indicator for the sector.

Comparison to Industry Standards

• Equity compensation plans involving performance-based and time-based restricted stock are standard practice for executive remuneration in large public companies like Ryder System Inc., aligning with benchmarks seen in logistics and transportation peers such as XPO Logistics, Old Dominion Freight Line, and C.H. Robinson Worldwide.
• The use of tax withholding to cover statutory obligations upon vesting is a common mechanism, mirroring practices observed in executive compensation structures across the S&P 500.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: The vesting of performance-based awards suggests management achieved certain targets, potentially benefiting shareholders. The grant of new time-based awards aligns executive incentives with long-term shareholder value.
• Employees: Reflects standard executive compensation practices, which can influence broader compensation strategies within the company.

Next Steps

• The newly granted time-based restricted stock rights (TVRSRs) will vest ratably over the next three years, leading to future share distributions and potential tax withholdings.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock and associated tax withholdings. While the vesting of performance-based awards is a positive indicator of past performance, these transactions do not introduce new material information that would significantly alter the company's fundamental outlook or warrant a change in investment recommendation. It confirms ongoing executive alignment but doesn't provide a catalyst for a 'buy' or 'sell' decision.

Keywords

Ryder System Inc., R, SEC Form 4, insider transaction, executive compensation, restricted stock, stock vesting, Rajeev Ravindran