Form 4: Ryder Executive Reports Stock Awards and Tax Withholding

Ryder System Inc.'s EVP, CLO & Corporate Secretary, Robert D. Fatovic, reported recent acquisitions and tax-related disposals of common stock related to restricted stock awards.

Summary

• Robert D. Fatovic, Executive Vice President, Chief Legal Officer & Corporate Secretary of Ryder System Inc., reported changes in his beneficial ownership of common stock.
• On February 6, 2026, 16,694 shares of common stock were acquired due to the vesting of performance-based restricted stock rights (PBRSRs) granted on February 10, 2023.
• Concurrently, 6,603 shares of common stock were disposed of on February 6, 2026, at a price of $217.5 per share, to cover tax obligations related to the PBRSR vesting.
• An additional 2,482 shares of common stock were acquired on February 6, 2026, representing a grant of time-based restricted stock rights (TVRSRs).
• On February 7, 2026, 729 shares of common stock were disposed of at $217.5 per share for tax withholding purposes related to the vesting of TVRSRs granted on February 7, 2025.
• Following these transactions, Mr. Fatovic directly beneficially owns 94,645 shares of common stock.
• Indirect beneficial ownership includes 1,807 shares through the Ryder Employee Savings Plan and 389 shares through the Ryder Deferred Compensation Plan.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the executive's continued receipt of equity compensation tied to performance and service, which aligns management interests with shareholders. The transactions are routine and expected.

Positives

• Robert D. Fatovic earned 16,694 shares from performance-based restricted stock rights, indicating successful achievement of performance targets.
• An additional 2,482 shares were granted as time-based restricted stock rights, demonstrating continued executive compensation and alignment with company performance.

Future Outlook

The time-based restricted stock rights (TVRSRs) granted to Robert D. Fatovic are structured to vest ratably over a three-year term, indicating a future alignment of executive incentives with long-term company performance.

Industry Context

StockSavvy.ai notes that the use of performance-based and time-based restricted stock rights is a common practice in executive compensation across various industries. This structure aims to align executive interests with shareholder value creation by tying compensation to both company performance metrics and continued service.

Stakeholder Impact

• Shareholders: The transactions reflect standard executive compensation practices, aligning management's interests with long-term company performance through equity ownership.

Next Steps

• The time-based restricted stock rights (TVRSRs) will continue to vest ratably over a three-year term.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock awards and associated tax withholdings. It does not indicate discretionary buying or selling by the insider that would suggest a change in sentiment or provide new material information about the company's operational or financial performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

Ryder System Inc., R, Form 4, insider transaction, executive compensation, restricted stock units, PBRSR, TVRSR, stock awards, beneficial ownership