RNYSESEC EDGAREDGAR

RYDER SYSTEM INC

Services-Auto Rental & Leasing (No Drivers)·MIAMI, FL·FY end 12/31·CIK 85961

Board of Directors

11 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
John J. DiezDirector · CEO0y55
Robert J. EckDirector15y67CompGovernance
Robert A. HagemannDirector12y69AuditFinance
Michael F. HiltonLead Independent14y71CompGovernance
Tamara L. LundgrenDirector14y68AuditGovernance
Luis P. Nieto, Jr.Director19y70CompFinance
David G. NordDirector8y68AuditFinance
Tammy RomoDirector0y63AuditFinance
Robert E. SanchezChair13y60
Dmitri L. StocktonDirector8y61CompFinance
Charles M. SwobodaDirector4y59AuditGovernance

Risk-factor diff

FY 2025 10-K vs. FY 2024
+119 new114 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

As of December 31, 2025, we had $6.1 billion of fixed-rate debt outstanding (excluding finance leases and U.S. asset- backed securities) with a weighted-average interest rate of 5.10% and a fair value of $6.3 billion. A hypothetical 10% change in market interest rates would impact the fair value of our fixed-rate debt by $83 million and impact pre-tax earnings by $31 million as of December 31, 2025, respectively. Changes in the relative sensitivity of the fair value of our financial instrument

NEW · FY 2025

portfolio for these theoretical changes in the level of interest rates are primarily driven by changes in our debt maturities, interest rate profile and amount.

NEW · FY 2025

Exposure to market risk for fluctuations in market fuel prices relates to various fuel purchase arrangements in place to ensure delivery of fuel at market rates in the event of fuel shortages. We are exposed to fluctuations in market fuel prices in these arrangements since none of the arrangements fix the price of fuel to be purchased. Changes in the price of fuel are generally passed on to our customers for which we realize minimal changes in profitability during periods of steady market fuel prices. However, profitability may be positively or negatively impacted by sudden increases or decrea…

NEW · FY 2025

Management assessed the effectiveness of Ryder’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control — Integrated Framework (2013).” Based on our assessment and those criteria, management determined that Ryder maintained effective internal control over financial reporting as of December 31, 2025.

NEW · FY 2025

Ryder’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of Ryder’s internal control over financial reporting as of December 31, 2025. Their report appears on the subsequent page.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.