Ryder System Inc S-3ASR, filed Mar 21, 2024

Ryder System Inc S-3ASR, filed Mar 21, 2024

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Ryder System Inc (R)

S-3ASR 2024-03-21

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Added on October 18, 2026

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	Page
About this Prospectus		2
Terms Used in this Prospectus		3
Ryder System, Inc.		3
Risk Factors		3
Special Note Regarding Forward-Looking Statements		3
Use of Proceeds		7
Description of Debt Securities		8
Description of Capital Stock		16
Description of the Depositary Shares		19
Description of the Warrants		22
Description of the Stock Purchase Contracts and Stock Purchase Units		23
Plan of Distribution		24
Experts		25
Validity of the Securities		26
Where You Can Find More Information		26
Incorporation of Certain Information By Reference		26


Commission Filing (File No. 1-4364)		Period Covered or Date of Filing
Annual Report on Form 10-K		Year Ended December 31, 2023

The description of our common stock set forth in Exhibit 4.6 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024, including any amendment or report filed for the purpose of updating such description.		February 20, 2024

The portions of our Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Shareholders that are incorporated by reference into Part III of our Annual Report on Form 10-K.		March 13, 2024


Commission Filing (File No. 1-4364)		Period Covered or Date of Filing
All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act		After the date of this prospectus and before the termination of the offering


Commission Registration Fees	(1	)
Accounting Fees and Expenses	(2	)
Trustee’s Fees and Expenses (including counsel fees)	(2	)
Printing Fees	(2	)
Rating Agency Fees	(2	)
Legal Fees and Expenses	(2	)
Miscellaneous	(2	)
Total	(2	)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Catherine M. Clarkin, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 (212) 558-4000		Edward S. Best, Esq. Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 (312) 782-0600


Number		Exhibit Description

1.1*		Form of Underwriting Agreement (Debt).

1.2*		Form of Underwriting Agreement (Equity).

1.3		Selling Agency Agreement for Medium-Term Notes.

3.1		The Ryder System, Inc. Restated Articles of Incorporation (conformed copy incorporating all amendments through May 3, 2019), (incorporated by reference to the Company’s Form 10-Q filed with the Commission on May 9, 2019).

3.2		The Ryder System, Inc. By-laws, as amended through May 3, 2019 (incorporated by reference to the Company’s Form 10-Q filed with the Commission on May 9, 2019).

4.1		Indenture, between Ryder System, Inc. and U.S. Bank Trust Company, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A., dated as of October 3, 2003 (incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No. 333-108391, filed with the Commission on August 29, 2003).

4.2		Form of Debt Securities (incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No. 333-108391, filed with the Commission on August 29, 2003).

4.3		Form of Medium-Term Notes.

4.4*		Articles of Amendment to Restated Articles of Incorporation of Ryder System, Inc. setting forth the number, designation, relative rights, preferences and limitations of a series of Preferred Stock.

4.5*		Form of Preferred Stock Certificate.

4.6*		Form of Depositary Agreement.

4.7*		Form of Depositary Receipt.

4.8*		Form of Stock Purchase Unit.

4.9*		Form of Stock Purchase Contract.

4.10		Tri-Party Agreement, dated as of December 18, 2023, between Ryder System, Inc., U.S. Bank Trust Company, National Association and The Bank of New York Mellon Trust Company, N.A. appointing U.S. Bank Trust Company, National Association as Successor Trustee under the Indenture dated as of October 3, 2003, incorporated by reference to the Company’s Form 8-K filed with the Commission on December 8, 2023.

5.1		Opinion of Sullivan & Cromwell LLP.

5.2		Opinion of David M. Beilin, Associate General Counsel of Ryder System, Inc.

23.1		Consent of PricewaterhouseCoopers LLP.

23.2		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

23.3		Consent of David M. Beilin, Associate General Counsel of Ryder System, Inc. (included in Exhibit 5.2).

24.1		Power of Attorney (included as part of the signature pages).

25.1		Form T-1 Statement of Eligibility of U.S. Bank Trust Company, National Association, as trustee under the Trust Indenture Act of 1939, as amended.

107		Calculation of Filing Fee Tables


RYDER SYSTEM, INC.

By:		/s/ Robert E. Sanchez
		Robert E. Sanchez Chairman and Chief Executive Officer


Signature	Title	Date

/s/ Robert E. Sanchez Robert E. Sanchez	Chairman and Chief Executive Officer (Principal Executive Officer)	March 20, 2024

/s/ John J. Diez John J. Diez	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 20, 2024

/s/ Cristina Gallo-Aquino Cristina Gallo-Aquino	Senior Vice President and Controller (Principal Accounting Officer)	March 20, 2024

/s/ Robert J. Eck Robert J. Eck	Director	March 20, 2024

/s/ Robert A. Hagemann Robert A. Hagemann	Director	March 20, 2024

/s/ Michael F. Hilton Michael F. Hilton	Director	March 20, 2024

/s/ Tamara L. Lundgren Tamara L. Lundgren	Director	March 20, 2024

/s/ Luis P. Nieto, Jr. Luis P. Nieto, Jr.	Director	March 20, 2024


Very truly yours,

RYDER SYSTEM, INC.

By:		/s/ Stephanie Baccarella
		Name: Stephanie Baccarella
		Title: Assistant Treasurer


The foregoing Agreement is hereby confirmed and accepted as of the date hereof.

ACADEMY SECURITIES, INC.

By:		/s/ Michael Boyd
		Name: Michael Boyd
		Title: Chief Compliance Officer

BNP PARIBAS SECURITIES CORP.

By:		/s/ Richard Murphy
		Name: Richard Murphy
		Title: Managing Director

BOFA SECURITIES, INC.

By:		/s/ Jon Klein
		Name: Jon Klein
		Title: Managing Director

CASTLEOAK SECURITIES, L.P.

By:		/s/ Philip J. Ippolito
		Name: Philip J. Ippolito
		Title: Executive Vice President


COMERICA SECURITIES, INC.

By:		/s/ Alex Sin
		Name: Alex Sin
		Title: Managing Director

FIFTH THIRD SECURITIES, INC.

By:		/s/ Maria Yamat
		Name: Maria Yamat
		Title: Managing Director

KEYBANC CAPITAL MARKETS INC.

By:		/s/ David Blue
		Name: David Blue
		Title: Managing Director

MIZUHO SECURITIES USA LLC

By:		/s/ Joseph Santaniello
		Name: Joseph Santaniello
		Title: Director

MORGAN STANLEY & CO. LLC

By:		/s/ Thomas Hadley
		Name: Thomas Hadley
		Title: Managing Director

MUFG SECURITIES AMERICAS INC.

By:		/s/ Richard Testa
		Name: Richard Testa
		Title: Managing Director

PNC CAPITAL MARKETS LLC

By:		/s/ Valerie Shadeck
		Name: Valerie Shadeck
		Title: Managing Director


RBC CAPITAL MARKETS, LLC

By:		/s/ Scott G. Primrose
		Name: Scott G. Primrose
		Title: Authorized Signatory

REGIONS SECURITIES LLC

By:		/s/ Nicole Black
		Name: Nicole Black
		Title: Managing Director

TD SECURITIES (USA) LLC

By:		/s/ Luiz Lanfredi
		Name: Luiz Lanfredi
		Title: Director

TRUIST SECURITIES, INC.

By:		/s/ Robert Nordlinger
		Name: Robert Nordlinger
		Title: Authorized Signatory

U.S. BANCORP INVESTMENTS, INC.

By:		/s/ Mike Dullaghan
		Name: Mike Dullaghan
		Title: Managing Director

WELLS FARGO SECURITIES, LLC

By:		/s/ Brianna Beveridge
		Name: Brianna Beveridge
		Title: Managing Director


Term	Commission Rate
From 9 months to less than 1 year		.125	%
From 1 year to less than 18 months		.150	%
From 18 months to less than 2 years		.200	%
From 2 years to less than 3 years		.250	%
From 3 years to less than 4 years		.350	%
From 4 years to less than 5 years		.450	%
From 5 years to less than 6 years		.500	%
From 6 years to less than 7 years		.550	%
From 7 years to less than 11 years		.600	%
From 11 years to less than 15 years		.625	%
From 15 years to less than 20 years		.700	%
From 20 years to 30 years		.750	%
Greater than 30 years		to be negotiated


Issuance:		On any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes, the Company will (i) cause the Registrar to increase the outstanding aggregate principal amount of one or more master notes (each a “Master Note”), a security in fully registered form without coupons or (ii) issue a global security in fully registered form without coupons (each a “Global Security”) each representing all such Book-Entry Notes that have the same original issue date, original issue discount provisions, if any, Interest Payment Dates, Record Dates, reset, extension, repayment, sinking fund and redemption provisions, if any, Maturity Date and, in the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate Notes, initial interest rate, Base Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, minimum interest rate, if any, and maximum interest rate, if any (all of the foregoing are collectively referred to as the “Terms”). If DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security, then one Global Security will be issued to represent each U.S. $500,000,000 aggregate principal amount of such DTC Book-Entry Notes and an additional Global Security will be issued to represent any remaining principal amount of such DTC Book-Entry Notes. Each Global Security will be dated and issued as of the date of Settlement and authenticated by the Trustee. Each Global Security will bear an original issue date, which will be (i) with respect to an original Global Security (or any portion thereof), the original issue date specified in such Global Security and (ii) following a consolidation of Global Securities, with respect to the Global Security resulting from such consolidation, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Securities, regardless of the date of authentication of such resulting Global Security. No Global Security will represent both Fixed Rate and Floating Rate Book-Entry Notes.


Identification Numbers:		DTC Book-Entry Notes. The Company has arranged with CUSIP Global Services (“CUSIP Global Services”), managed on behalf of the American Bankers Association by FactSet Research Systems Inc. (“FactSet”), for the reservation of a series of CUSIP numbers, which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing DTC Book-Entry Notes and book-entry medium-term notes issued by the Company with or without other series designations. The Trustee, the Company and DTC have obtained from CUSIP Global Services a written list of such reserved CUSIP numbers. The Company will assign CUSIP numbers to Global Securities or other book-entry medium-term notes as described below under Settlement Procedure “B”. DTC will notify CUSIP Global Services periodically of the CUSIP numbers that the Company has assigned to Global Securities and other book-entry medium-term notes. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Securities and other book-entry medium-term notes, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Global Securities and other book-entry medium-term notes. Upon obtaining such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to the Trustee and DTC.

		Other Book-Entry Notes. The Presenting Agent (as defined herein) or the Trustee will telephone each of Clearstream and Euroclear with a request for an ISIN number and Common Code for the Book-Entry Notes represented by each Global Security deposited with the Common Depositary in accordance with Settlement Procedure “B” below.


Registration:		Global Securities and Master Notes will be issued only in fully registered form without coupons. Each Global Security and Master Note will be registered either, in the case of notes to be held through DTC, in the name of Cede & Co., as nominee for DTC, or, in the case of notes to be held through Clearstream and/or Euroclear, in the name of such entity designated by the Common Depositary, as nominee for the Common Depositary, in each case on the securities register for the Notes maintained under the Indenture. The beneficial owner of a Book- Entry Note (or one or more indirect participants in the relevant clearing system designated by such owner) will designate one or more participants in DTC, Clearstream or Euroclear, as the case may be (with respect to such Book-Entry Note, the “Participants”), to act as agent or agents for such owner in connection with the Book-Entry system maintained by such clearing system, and such clearing system will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such beneficial owner of such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner (or such participant) in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in such clearing system.

Transfers:		Transfers of a Book-Entry Note will be accomplished by book entries made by the relevant clearing system and, in turn, by Participants (and in certain cases, one or more indirect participants) acting on behalf of beneficial transferors and transferees of such Note.

Exchanges:		The Trustee may deliver to the relevant clearing system and, in the case of DTC Book-Entry Notes, CUSIP Global Services at any time a written notice of consolidation (a copy of which shall be attached to the resulting Global Security described below) specifying (i) the CUSIP numbers, ISIN numbers and Common Codes of two or more Outstanding Global Securities that represent (A) Fixed-Rate Book-Entry Notes having the same Terms and for which interest has been paid to the same date, or (B) Floating Rate Book-Entry Notes having the same terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number and/or ISIN number or Common Code to be assigned to such replacement Global Security. Upon receipt of such a notice, each relevant clearing system will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, in the case of DTC Book-Entry Notes, the Trustee will deliver to CUSIP Global Services a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Security bearing the new CUSIP number and/or ISIN number or Common Code and the CUSIP numbers, if any, of the exchanged Global Securities will, in accordance with CUSIP Global Services procedures, be canceled and not immediately reassigned. Notwithstanding the foregoing, in the case of Global Securities registered in the name of Cede & Co., if the Global Securities to be exchanged exceed U.S. $500,000,000 in aggregate principal amount, one Global Security will be authenticated and issued to represent each U.S. $500,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to represent any remaining principal amount of such Global Securities (see “Denominations” below).


Maturities:		Each Book-Entry Note will mature on a date (the “Maturity Date”) not less than 9 months after the original issue date for such Note.

Price to Public:		Each Book-Entry Note will be issued at the percentage of principal amount specified in the Prospectus Supplement (as defined in Section l(c) of the Agency Agreement) or in a Pricing Supplement as defined in the Prospectus Supplement relating to such Note.

Denominations:		The denomination of any Book-Entry Note will be a minimum of U.S. $2,000 or any amount in excess thereof that is an integral multiple of $1,000 thereof, unless otherwise specified in the applicable Pricing Supplement. Global Securities representing DTC Book-Entry Notes and Master Notes will be denominated in principal amounts not in excess of U.S. $500,000,000. If one or more DTC Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Security or Master Note, then one Global Security or Master Note will be authenticated and issued to represent each U.S. $500,000,000 principal amount of such DTC Book-Entry Note or Notes and an additional Global Security or Master Note will be authenticated and issued to represent any remaining principal amount of such DTC Book-Entry Note or Notes. In such a case involving Global Securities, each of the Global Securities representing such DTC Book-Entry Note or Notes shall be assigned the same CUSIP number.

Interest:		General. Except as set forth in the Book-Entry Note (or other documents incorporated therein), interest, if any, on each Book-Entry Note will accrue from the original issue date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on the Global Security or other book-entry medium-term note representing such Book-Entry Note, and will be calculated and paid in the manner described in such Book-Entry Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Payment Date or to but excluding the maturity of any payment of principal (hereinafter referred to as “Maturity”), other than a Maturity of a Fixed Rate Book-Entry Note occurring on the 31st day of a month, in which case such payment of interest will include interest accrued to but excluding the 30th day of such month, or to but excluding the date of redemption or repayment in full of such Book-Entry Note (hereinafter referred to as “Redemption”). Interest payable at the Maturity or upon Redemption of a Book-Entry Note will be payable to the person to whom the principal of such Note is payable. In the case of DTC Book-Entry Notes, FactSet will use the information received in the pending deposit message described under Settlement Procedure “C” below in order to include the amount of any interest payable and certain other information regarding the related Global Security or other book-entry medium-term note in the appropriate daily bond report published by FactSet.


		Record Dates. The Record Date with respect to any Interest Payment Date shall be the date 15 calendar days immediately preceding such Interest Payment Date (whether or not a Business Day).

		Interest Payment Dates on Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant to Settlement Procedure “A” below, interest payments on Fixed Rate Book-Entry Notes will be made semiannually on April 1 and October 1 of each year and at Maturity or upon Redemption; provided, however, that in the case of a Fixed Rate Book-Entry Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date. If any Interest Payment Date for a Fixed Rate Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Interest Payment Date.

		Interest Payment Dates on Floating Rate Book-Entry Notes. Interest Payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semi-annually or annually, or as specified in the applicable Pricing Supplement. Unless otherwise set forth in the Note, interest will be payable, in the case of Floating Rate Book-Entry Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednesday of March, June, September and December of each year; with a semi-annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure ”A” below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure “A” below; provided, however, that if an Interest Payment Date for a Floating Rate Book-Entry Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Book-Entry Notes, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Book-Entry Note, except in the case of a Compounded SOFR, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further that in the case of a Floating Rate Book-Entry Note issued between a Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Record Date.


		Notice of Interest Payment and Record Dates. At the written request of the Company, the Trustee will deliver to the Company and DTC a written list of Record Dates and Interest Payment Dates that will occur with respect to DTC Book-Entry Notes. Promptly after each Interest Determination Date for Floating Rate Book-Entry Notes, the Trustee, as Calculation Agent, will notify FactSet of the interest rates determined on such Interest Determination Date.

Calculation of Interest:		Fixed Rate Book-Entry Notes. Interest on Fixed Rate Book-Entry Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months.

		Floating Rate Book-Entry Notes. Interest rates on Floating Rate Book-Entry Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Book- Entry Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Floating Rate Book-Entry Note for which the Base Rate is the Treasury Rate or CMT Rate, interest will be calculated on the basis of the actual number of days in the year.

Payment of Principal and Interest:		Payment of Interest Only. Promptly after each Record Date, the Trustee or the Common Depositary, as applicable, will deliver to the Company and the relevant clearing systems a written notice setting forth, by CUSIP number and/or ISIN number or Common Code, the amount of interest to be paid on each Global Security on the following Interest Payment Date (other than an Interest Payment Date coinciding with Maturity or Redemption) and the total of such amounts. In the case of DTC Book-Entry Notes, DTC will confirm the amount payable on each Global Security or other book-entry medium-term note on such Interest Payment Date by reference to the appropriate bond reports published by FactSet. The Company will pay to the Trustee, as paying agent, the total amount of interest due on such Interest Payment Date (other than at Maturity or upon Redemption), and the Trustee will pay such amount to DTC and to, or to the order of, the Common Depositary based on their respective holdings of the related Global Securities, at the times and in the manner set forth below under “Manner of Payment”.


		Payments at Maturity or Upon Redemption. On or about the first Business Day of each month, the Trustee will deliver to the Company and the relevant clearing systems a written list of principal and interest to be paid on each Global Security or other book-entry medium-term note maturing (at Maturity or upon Redemption or otherwise) in such month. The Trustee, the Company and, in the case of DTC Book-Entry Notes, DTC, will confirm the amounts of such principal and interest payments with respect to each such Global Security or other book-entry medium-term note on or about the fifth Business Day preceding the Maturity Date or Redemption Date, as the case may be, of such Global Security or other book-entry medium-term note. On or before the Maturity Date or Redemption Date, as the case may be, the Company will pay to the Trustee, as paying agent, the principal amount of such Global Security or other book-entry medium-term note, together with interest due at such Maturity Date or Redemption Date, as the case may be. The Trustee will pay such amount to DTC and to, or to the order of, the Common Depositary based on their respective holdings of the related Global Securities, at the times and in the manner set forth below under “Manner of Payment”. If any Maturity Date or Redemption Date of a Global Security or other book-entry medium-term note representing Book-Entry Notes is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity Date or Redemption Date. Promptly after payment to DTC or to, or to the order of, the Common Depositary, as the case may be, of the principal and interest due at Maturity or upon Redemption of such Global Security or other book-entry medium-term note, the Trustee will cancel such Global Security or the debt obligation evidenced by a Master Note, as the case may be, in accordance with the Indenture and so advise the Company.


		Manner of Payment. The total amount of any principal and interest due on Global Securities and other book-entry medium-term notes on any Interest Payment Date or at Maturity or upon Redemption shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date, or as soon as possible thereafter. The Company will make such payment on such Global Securities and other book-entry medium-term notes by instructing the Trustee to withdraw funds from an account maintained by the Company at the Trustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10 A.M. (New York City time) on the Maturity Date or Redemption Date or as soon as possible thereafter, the Trustee will pay by separate wire transfer to, or to the order of, the Common Depositary or to DTC, as the case may be (in the case of payments to DTC, using Fedwire message entry instructions in a form previously specified by DTC to an account at the Federal Reserve Bank of New York previously specified by DTC), in funds available for immediate use by DTC or the Common Depositary, as the case may be, each payment of principal (together with interest thereon) due on a Global Security and other book-entry medium-term notes on such date. On each Interest Payment Date (other than at Maturity or upon Redemption), interest payments shall be made to, or to the order of, the Common Depositary or to DTC, as the case may be, in funds available for immediate use by DTC or the Common Depositary, as the case may be, in accordance with existing arrangements between the Trustee, the Common Depositary and DTC. On each such date, (i) DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names the DTC Book-Entry Notes represented by such Global Securities or Master Notes are recorded in the book-entry system maintained by DTC or (ii) the Common Depositary will credit, or procure the credit to, the accounts of Clearstream and Euroclear, in accordance with their respective operating procedures then in effect, the proportionate amounts in funds available for immediate use attributable to the respective holdings of their Participants of the Book-Entry Notes represented by such Global Securities. Neither the Company (as issuer or as paying agent) or the Trustee shall have any direct responsibility or liability for the payment by the Common Depositary (or Trustee acting on its behalf) or DTC to such Participants of the principal of and interest on the Book-Entry Notes.

		Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in DTC, Clearstream or Euroclear, as the case may be, or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note.


Procedure for Rate Setting and Posting:		The Company and the Agents will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted.

Acceptance and Rejection of Offers:		Each Agent will promptly advise the Company by telephone of any offers to purchase Book-Entry Notes received by such Agent. The Company will have the sole right to accept any such offer to purchase Book-Entry Notes. The Company may reject any such order in whole or in part.

		Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part.

Preparation of Pricing Supplement:		If an offer to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company, with the approval of the Agent that presented such offer (the “Presenting Agent”), will prepare a pricing supplement (a “Pricing Supplement”) reflecting the terms of such Book-Entry Note and will arrange to have 10 copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply at least 10 copies thereof (and additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Presenting Agent will cause a Pricing Supplement to be delivered to the agent of the Book-Entry Note.

		The copies of the Pricing Supplement to be sent to the Presenting Agent shall be sent by electronic mail, telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the second Business Day following the sale date and shall be sent:


		If to Academy Securities, Inc., to it at:

		Academy Securities, Inc.
		622 Third Avenue, 12th Floor
		New York, NY 10017
		Attn: Compliance
		Email: compliance@academysecurities.com
		Telephone: 646-736-3995

		If to BNP Paribas Securities Corp., to it at:

		BNP Paribas Securities Corp. 787 Seventh Avenue, 3rd Floor
		New York, NY 10019
		Attn: Syndicate Desk
		Email: DL.US.Syndicate.Support@us.bnpparibas.com

		If to BofA Securities, Inc., to it at:

		BofA Securities, Inc.
		One Bryant Park
		NY1-100-03-01
		New York, NY 10036
		Attn: MTN Desk
		Telephone: 646-855-6433
		Fax: 646-855-0107

		If to CastleOak Securities, L.P., to it at:

		CastleOak Securities, L.P. 200 Vesey Street, 4th Floor
		New York, NY 10281
		Attn: Philip J. Ippolito, Executive Vice President/Head of Operations
		Email: pji@castleoaklp.com

		If to Comerica Securities, Inc., to it at:

		Comerica Securities, Inc. 3551 Hamlin Road, 4th Floor
		MC7476
		Auburn Hills, MI 48326 Attn: Alex Sin
		Telephone: 248-371-6975

		If to Fifth Third Securities, Inc., to it at:

		Fifth Third Securities, Inc.
		38 Fountain Square Plaza
		Cincinnati, OH 45263
		Attn: Debt Capital Markets/Legal
		Email: LiabilityManagement@53.com
		Telephone: toll free at 1-800-416-8714
		Facsimile: 513-534-6757


		If to KeyBanc Capital Markets Inc., to it at:

		KeyBanc Capital Markets Inc. 127 Public Square
		Cleveland, OH 44114
		Attn: Debt Capital Markets

		If to Mizuho Securities USA LLC, to it at:

		Mizuho Securities USA LLC 1271 Avenue of the Americas
		New York, NY 10020
		Attn: Debt Capital Markets
		Email: legalnotices@mizuhogroup.com

		If to Morgan Stanley & Co. LLC, to it at:

		Morgan Stanley & Co. LLC 1585 Broadway
		New York, NY 10036
		Attn: Investment Banking Division
		Fax: 212-507-8999

		If to MUFG Securities Americas Inc., to it at:

		MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor
		New York, NY 10020
		Attn: Capital Markets Group
		Fax: 646-434-3455

		If to PNC Capital Markets LLC, to it at:

		PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor
		Pittsburgh, PA 15222
		Attn: Debt Capital Markets, Fixed Income Transaction Execution
		Fax: 412-762-2760

		If to RBC Capital Markets, LLC, to it at:

		RBC Capital Markets, LLC
		Brookfield Place, 200 Vesey Street, 8th Floor
		New York, NY 10281
		Attn: DCM Transaction Management/Scott Primrose
		Email: TMGUS@rbccm.com
		Telephone: 212-618-7706


		If to Regions Securities LLC, to it at:

		Regions Securities LLC 1180 West Peachtree Street NW, Suite 1400
		Atlanta, GA 30309
		Attn: Debt Capital Markets

		If to TD Securities (USA) LLC, to it at:

		TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor
		New York, NY 10017
		Attn: Transaction Advisory
		Email: ustransactionadvisory@tdsecurities.com

		If to Truist Securities, Inc., to it at:

		Truist Securities, Inc. 3333 Peachtree Road NE
		Atlanta, GA 30326
		Attn: Investment Grade Capital Markets
		Fax: 404-926-5027

		If to U.S. Bancorp Investments, Inc., to it at:

		U.S. Bancorp Investments, Inc. 214 North Tryon Street, 26th Floor
		Charlotte, NC 28202
		Attn: Investment Grade Syndicate
		Fax: 704-335-2393

		If to Wells Fargo Securities, LLC, to it at:

		Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor
		Charlotte, NC 28202
		Attn: Transaction Management
		Email: tmgcapitalmarkets@wellsfargo.com or to such other address as the Presenting Agent may specify. Receipt of all telecopy transmissions shall be confirmed by telephone.


		In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Out-dated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed.

Suspension of Solicitation:		The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed.

Amendment or Supplement:		If the Company decides to amend or supplement the Registration Statement (as defined in Section l(c) of the Agency Agreement) or the Prospectus (except for a supplement relating to an offering of securities other than the Notes), it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any supplement and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b).

		In the event that at the time the Company suspends solicitation of offers to purchase Book-Entry Notes there shall be any outstanding offers to purchase Book-Entry Notes that have been accepted by the Company but for which settlement has not yet occurred, the Company will promptly advise the relevant Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as supplemented to the time of the suspension may be delivered in connection with the settlement of such sales. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.


Procedure for Rate Changes:		When the Company has determined to change the interest rates of Book-Entry Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time, only “indications of interest” may be recorded.

Delivery of Prospectus:		A copy of the Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to “Suspension of Solicitation; Amendment or Supplement” above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than an Agent).

Confirmation:		For each offer to purchase a Book-Entry Note solicited by an Agent and accepted by the Company, the Presenting Agent will issue a confirmation to the purchaser, with a copy to the Company, setting forth the details set forth below and delivery and payment instructions.

Settlement:		The receipt by the Company of immediately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security or other book-entry medium-term note representing such Book-Entry Note shall constitute “settlement” with respect to such Book-Entry Note. All orders accepted by the Company will be settled on the third Business Day following the date of sale of such Book-Entry Note pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day which shall be no earlier than the next Business Day following the date of sale.

Details for Settlement:		Settlement Procedures with regard to each Book-Entry Note sold by the Company through any Agent, as agent, shall be as follows:

		A. The Presenting Agent will advise the Company by telephone of the following settlement information: 1. Principal amount of the Book-Entry Note. 2. In the case of a Fixed Rate Book-Entry Note, the interest rate or, in the case of a Floating Rate Book-Entry Note, the Base Rate, initial interest rate (if known at such time), Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any) and minimum interest rate (if any).



		C. If such Note is a DTC Book-Entry Note, the Trustee will enter a pending deposit message through DTC’s Participant Terminal System providing the following settlement information to DTC (which shall route such information to FactSet), the Presenting Agent and, upon request, the Trustee: 1. The information set forth in Settlement Procedure “A”. 2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note. 3. Initial Interest Payment Date for such Book-Entry Note, number of days by which such date succeeds the related DTC Record Date (which, in the case of Floating Rate Book-Entry Notes that reset daily or weekly, shall be the DTC Record Date, which is the date five calendar days immediately preceding the applicable Interest Payment Date and, in the case of all other Book-Entry Notes, shall be the Record Date as defined in such Notes) and amount of interest payable on such Interest Payment Date. 4. The Interest Payment Period. 5. CUSIP number of the Global Security or other such book-entry medium-term note representing such Book-Entry Note, together with any corresponding Clearstream and/or Euroclear ISIN and Common Code numbers. 6. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). 7. Account numbers of participant accounts maintained by DTC on behalf of the Presenting Agent and the Trustee.

		D. To the extent the Company has not already done so, and if there is not a Master Note evidencing the Book-Entry Note the Company will deliver to the Trustee a Global Security in a form that has been approved by the Company, the Agents and the Trustee.



		E. Unless there is not a Master Note evidencing the Book-Entry Note, the Trustee will complete such Book-Entry Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon, and authenticate the Global Security representing such Book-Entry Note in accordance with the terms of the written order of the Company then in effect.

		F. DTC Book-Entry Notes. DTC will credit such Book-Entry Note to the Trustee’s participant account at DTC. The Trustee will enter a deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Note to the Trustee’s participant account and credit such Note to the relevant Agent’s participant account and (ii) debit such Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Note less such Agent’s commission, if any. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that the Global Security representing such DTC Book-Entry Note has been issued and authenticated. Other Book-Entry Notes. The Trustee will give instructions to Clearstream and Euroclear to credit the respective amounts of Notes represented by such Global Security and held initially by such clearing system to the distribution account of the Trustee in each clearing system. At settlement, the Trustee will instruct Clearstream and Euroclear to debit, on the settlement date, from the distribution account of the Trustee in such clearing system, the principal amount of Notes with respect to which the Agent has solicited an offer to purchase and to credit, on the settlement date, such principal amount to the account of the Agent with the relevant clearing system against payment of the purchase price of such Notes.

		G. In the case of DTC Book-Entry Notes, the Trustee will enter a SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to the Trustee’s participant account and credit such Book-Entry Note to the Presenting Agent’s participant account and (ii) debit the Presenting Agent’s settlement account and credit the Trustee’s settlement account for an amount equal to the price of such Book-Entry Note less the Presenting Agent’s commission. The entry of such a deliver order shall constitute a representation and warranty by the Trustee to DTC that (i) the Master Note or Global Security representing such Book-Entry Note has been issued and authenticated and (ii) the Trustee is holding such Master Note or Global Security pursuant to the Medium-Term Note Certificate Agreement between the Trustee and DTC.



		H. In the case of DTC Book-Entry Notes, the Presenting Agent will enter a SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Book-Entry Note to the Presenting Agent’s participant account and credit such Book-Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent for an amount equal to the price of such Book-Entry Note.

		I. In the case of DTC Book-Entry Notes, transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the settlement date.

		J. The Trustee will, upon receipt of funds from the Presenting Agent in accordance with Settlement Procedure “G”, credit or wire transfer to an account specified by the Company funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure ”G”.

		K. The Presenting Agent will confirm the purchase of such Book-Entry Note to the purchaser either by transmitting to the Participants with respect to such Book-Entry Note a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.

Settlement Procedures Timetable:		For orders of Book-Entry Notes solicited by an Agent and accepted by the Company for settlement on the first Business Day after the sale date, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times (New York City time in the case of DTC Book-Entry Notes; local time in the case of any other Book-Entry Notes) set forth below:

		Settlement Procedure Time A 11:00 A.M. on the sale date B 12:00 Noon on the sale date C 2:00 P.M. on the sale date D 3:00 P.M. on the day before settlement E 9:00 A.M. on settlement date F 10:00 A.M. on settlement date


		G-H 2:00 P.M. on settlement date I 4:45 P.M. on settlement date J-K 5:00 P.M. on settlement date

		If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures ”A”, “B” and “C” shall be completed as soon as practicable but no later than 11:00 A.M. and 12:00 Noon on the first Business Day after the sale date and no later than 2:00 P.M. on the Business Day before the settlement date, respectively. If the initial interest rate for a Floating Rate Book-Entry Note has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the settlement date. In the case of Book-Entry Notes other than DTC Book-Entry Notes, Settlement Procedure “E”, “F” and “G” shall be completed at the corresponding times on the Business Day before the settlement date. Settlement Procedure “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in SDFS operating procedures in effect on the settlement date. In the case of Book-Entry Notes, other than DTC Book-Entry Notes, in a Specified Currency other than U.S. dollars where same day settlement is ordinarily not possible, Settlement Procedure “J” shall be completed at the corresponding time on the Business Day before the settlement date. In the case of DTC Book-Entry Notes, if settlement of a Book-Entry Note is rescheduled or canceled, the Trustee will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.

Failure to Settle:		DTC Book-Entry Notes. If the Trustee fails to enter a SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure “G”, then, upon written request of the Company (which may be by telecopy) the Trustee shall deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Book-Entry Note to the Trustee’s participant account. DTC will process the withdrawal message, provided that the Trustee’s participant account contains a principal amount of the Global Security or other book-entry medium-term note representing such Book-Entry Note that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee will cancel such Global Security in accordance with the Indenture and so advise the Company, and the Trustee will make appropriate entries in its records. The CUSIP number assigned to such Global Security or other book-entry medium-term note shall, in accordance with CUSIP Global Services procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Trustee will exchange such Book-Entry Note for two Global Securities, one of which shall represent such Book-Entry Notes and shall be canceled immediately after issuance and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security.



		If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a Person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “H” and “G” respectively. Thereafter the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than a default by the Presenting Agent in the performance of its obligations hereunder and under the Agency Agreement, then the Company will reimburse the Presenting Agent or the Trustee, as applicable, on an equitable basis for the loss of the use of funds during the period when they were credited to the account of the Company.

		Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedure “E”, for the authentication and issuance of a Global Security representing the other Book-Entry Notes to have been represented by such Global Security and will make appropriate entries in its records.



		Other Book-Entry Notes. If an Agent shall have advanced its own funds for payment against subsequent receipt of funds from a purchaser and such purchaser shall fail to make payment for a Note, the Agent will promptly notify the Company, the Trustee, the Common Depositary, Clearstream and Euroclear, in each case by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly instruct the Trustee to cancel such purchaser’s interest in the Global Security representing such Note. Upon confirmation from the Trustee in writing (which may be given by electronic transmission) that the Trustee has cancelled such purchaser’s interest in the Global Security and confirmation from the Agent in writing (which may be given by electronic transmission) that the Agent has not received payment from such purchaser for the Note, the Company will promptly pay to the Agent an amount in immediately available funds equal to the amount previously paid by the Agent in respect of such Note. Such payment will be made on the settlement date, if possible, and in any event not later than 12:00 Noon (local time) on the Business Day following the settlement date. The Trustee, Common Depositary, Clearstream and Euroclear will make or cause to be made such revisions or notations to the Global Security and their other records as are necessary to reflect the cancellation of such portion of the Global Security.

Trustee Not to Risk Funds:		Nothing herein shall be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, the relevant clearing system, the Agents or the agent, it being understood by all parties that payments made by the Trustee to the Company, the relevant clearing system, the Agents or the agent shall be made only to the extent that funds are provided to the Trustee for such purpose.

Authenticity of Signatures:		The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee’s officers, employees or agents who has been authorized by the Trustee to authenticate Book-Entry Notes, but neither the Trustee nor any Agent will have any obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Book-Entry Note.

Payment of Expenses:		Each Agent shall forward to the Company, on a monthly basis, a statement of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Agency Agreement. The Company will remit payment to the Agents currently on a monthly basis.

Periodic Statements from the Trustee:		Upon the written request of the Company, the Trustee will send to the Company a statement setting forth the principal amount of Book-Entry Notes Outstanding as of that date and setting forth a brief description of any sales of Book-Entry Notes of which the Company has advised the Trustee but which have not yet been settled.


Principal Amount:

Interest Rate:

Date of Maturity:

Interest Payment Dates:

Record Dates:

Other Terms of Notes:

Underwriter’s Discount:		% of Principal Amount

Public Offering Price:		% of Principal Amount [plus accrued interest, if any, from , ]

Net Proceeds to Ryder (before expenses):

Time of Sale: