Form 4: Ryder EVP Regan's Stock Grant & Tax Withholding

Ryder System Inc. EVP Thomas Michael Regan reported the acquisition of 1,471 restricted shares and the disposition of 170 shares for tax purposes.

Summary

• Thomas Michael Regan, EVP of DTS at Ryder System Inc. (R), reported two transactions related to common stock.
• On February 6, 2026, Regan acquired 1,471 shares of common stock in the form of time-based restricted stock rights (TVRSRs) at a grant price of $0. These TVRSRs are set to vest ratably over a three-year term.
• Following this acquisition, Regan's beneficial ownership increased to 9,236 shares.
• On February 7, 2026, Regan disposed of 170 shares of common stock at a price of $217.5 per share.
• This disposition was specifically for the payment of taxes due upon the vesting of TVRSRs that were previously granted to Regan on February 7, 2025.
• After the tax-related disposition, Regan's beneficial ownership of common stock stands at 9,066 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine executive compensation event, reflecting standard practices for aligning management incentives with company performance, thus having a neutral to slightly positive sentiment.

Positives

• The grant of 1,471 time-based restricted stock rights (TVRSRs) to EVP Thomas Michael Regan aligns executive incentives with long-term shareholder value.
• The increase in beneficial ownership (before tax withholding) demonstrates continued executive equity participation in the company.

Negatives

• The disposition of 170 shares for tax withholding, while a standard practice, slightly reduces the executive's direct beneficial ownership.

Future Outlook

The newly granted time-based restricted stock rights (TVRSRs) will vest ratably over a term of three years, indicating future equity compensation events for the reporting person.

Industry Context

StockSavvy.ai notes that executive stock grants, particularly time-based restricted stock, are a common and widely accepted form of compensation across various industries, including the transportation and logistics sector where Ryder System Inc. operates. This practice aims to align the long-term interests of executives with those of shareholders by tying a portion of compensation to the company's stock performance and continued service.

Comparison to Industry Standards

• StockSavvy.ai observes that the grant of time-based restricted stock vesting over three years is a standard practice in executive compensation across various industries, including transportation and logistics, similar to practices seen at companies like XPO Logistics, Old Dominion Freight Line, or J.B. Hunt Transport Services.
• The tax withholding upon vesting is also a routine procedure for equity compensation, ensuring compliance with tax obligations.

Related Party Transactions

• The transactions represent executive compensation, which is a form of related party transaction, but no unusual or non-standard related party dealings beyond compensation are disclosed.

Stakeholder Impact

• Shareholders: The grant of restricted stock to an executive aligns management's long-term interests with shareholder value, potentially fostering sustained performance.
• Management: The executive receives equity compensation, incentivizing continued service and performance.

Next Steps

• The 1,471 time-based restricted stock rights granted on February 6, 2026, will vest ratably over the next three years.

Key Dates

Recommendation

This Form 4 details routine executive compensation through restricted stock grants and subsequent tax-related dispositions. It does not provide new information that would alter the fundamental investment thesis for Ryder System Inc., thus a 'Hold' recommendation is appropriate as it reflects standard corporate governance and compensation practices without indicating a significant change in company outlook or performance.

Keywords

Ryder System Inc., R, Form 4, insider transaction, executive compensation, restricted stock, stock grant, tax withholding, Thomas Michael Regan, corporate governance