Form 4: Ryder EVP & CMO Karen Jones Reports Stock Transactions

Ryder System Inc.'s EVP & Chief Marketing Officer, Karen M. Jones, reported the acquisition and disposition of common stock related to performance-based and time-based restricted stock awards.

Summary

• Karen M. Jones, Executive Vice President and Chief Marketing Officer of Ryder System Inc. (R), reported multiple transactions involving the company's common stock on February 6 and 7, 2026.
• On February 6, 2026, Jones acquired 6,572 shares of common stock from the vesting of performance-based restricted stock rights (PBRSRs). These shares were earned from an original grant of 3,919 shares on February 10, 2023, indicating performance targets were exceeded.
• Also on February 6, 2026, 2,621 shares of common stock were withheld by the company for the payment of taxes due upon the vesting of the PBRSRs. These shares were valued at $217.50 per share, totaling $570,067.50.
• Additionally, on February 6, 2026, Jones was granted 2,988 shares of common stock as time-based restricted stock rights (TVRSRs), which are scheduled to vest ratably over a three-year term.
• On February 7, 2026, 206 shares of common stock were withheld by the company for the payment of taxes due upon the vesting of TVRSRs that were granted on February 7, 2025. These shares were also valued at $217.50 per share, totaling $44,805.00.
• Following these reported transactions, Karen M. Jones' direct beneficial ownership of Ryder System Inc. common stock stands at 18,980 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive, routine filing. The earning of performance-based shares exceeding the original grant is a positive signal, while the overall transactions are standard executive compensation activities.

Positives

• Karen M. Jones earned 6,572 shares from performance-based restricted stock rights (PBRSRs), which is a positive indicator as the number of shares earned exceeded the original grant of 3,919 shares, suggesting strong performance achievement.
• The grant of 2,988 new time-based restricted stock rights (TVRSRs) further aligns executive compensation with long-term shareholder interests and retention.

Negatives

• A total of 2,827 shares (2,621 PBRSR-related and 206 TVRSR-related) were withheld by the company for tax obligations, reducing the immediate net increase in direct beneficial ownership from the awards.

Future Outlook

The newly granted time-based restricted stock rights (TVRSRs) of 2,988 shares will vest ratably over a three-year term, indicating future share acquisitions for the reporting person contingent on continued employment.

Industry Context

StockSavvy.ai notes that these transactions are routine executive compensation events, reflecting the standard practice of granting restricted stock to align management incentives with shareholder value and to retain key personnel. The mix of performance-based and time-based awards is common across various industries, including transportation and logistics.

Comparison to Industry Standards

• The use of both performance-based and time-based restricted stock awards is a common and well-regarded practice in executive compensation across publicly traded companies, including peers in the logistics sector such as XPO Logistics, Inc. (XPO) and Old Dominion Freight Line, Inc. (ODFL).
• The withholding of shares for tax purposes upon vesting is a standard mechanism to cover statutory tax obligations for equity awards, consistent with practices observed at companies like FedEx (FDX) and UPS (UPS).

Stakeholder Impact

• Shareholders: The transactions demonstrate continued alignment of executive interests with shareholder value through equity compensation, potentially fostering long-term growth and retention of key management.

Next Steps

• The 2,988 time-based restricted stock rights (TVRSRs) granted on February 6, 2026, will vest ratably over the next three years.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of restricted stock and tax withholdings. It does not contain new material information that would fundamentally alter the investment thesis for Ryder System Inc., thus a 'hold' recommendation is appropriate as it reflects standard operational compensation practices without indicating significant changes to the company's outlook or performance.

Keywords

Ryder System Inc., R, Form 4, Insider Transaction, Executive Compensation, Restricted Stock, PBRSR, TVRSR, Stock Grant, Tax Withholding