GXO Logistics (NYSE: GXO) director receives 5,012 shares from RSU vesting

Rhea-AI Filing Summary

GXO Logistics director Marlene M. Colucci reported an exercise of Restricted Stock Units into common stock. On May 13, 2026, 5,012 RSUs vested in full and were converted into 5,012 shares of GXO common stock. Following this equity award vesting, she holds 27,908 shares directly.

Insider Trade Summary

5,012 shares exercised/converted

Mixed 2 txns

Insider Colucci Marlene M

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,012	$0.00	--
Exercise	Common Stock	5,012	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 27,908 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock. The RSUs vested in full on May 13, 2026.

Key Figures

RSUs exercised: 5,012 shares Shares after transaction: 27,908 shares Exercise count: 1 transaction +1 more

4 metrics

RSUs exercised 5,012 shares Restricted Stock Units converted to common stock on May 13, 2026

Shares after transaction 27,908 shares Total GXO common stock directly held following RSU vesting

Exercise count 1 transaction Single derivative exercise event in this Form 4

RSU transaction price $0.0000 per unit Reported price per RSU for the derivative exercise

Key Terms

Restricted Stock Units, derivative security, contingent right, fair market value

4 terms

Restricted Stock Units financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

contingent right financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive..."

fair market value financial

"a cash payment equal to the fair market value of one share of GXO Common Stock"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Colucci Marlene M

(Last) (First) (Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH CONNECTICUT 06831

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GXO Logistics, Inc. [ GXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2026		M		5,012	A	$0	27,908	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/13/2026		M			5,012	(2)	(2)	Common Stock	5,012	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock.

2. The RSUs vested in full on May 13, 2026.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GXO (GXO) director Marlene Colucci report?

Director Marlene M. Colucci reported the vesting and exercise of 5,012 Restricted Stock Units into GXO common shares. This raised her direct holdings to 27,908 shares, reflecting routine equity-based compensation rather than an open-market purchase or sale.

How many GXO Logistics (GXO) shares did Colucci receive from RSUs?

She received 5,012 shares of GXO common stock upon RSU vesting. Each RSU represented a right to one share or cash equal to its value, and this award settled in stock, increasing her direct ownership position in the company.

What are Restricted Stock Units (RSUs) in the GXO Form 4 filing?

Restricted Stock Units are contingent rights to receive either one share of GXO common stock or an equivalent cash amount. In this case, 5,012 RSUs vested and were settled in stock, converting a derivative compensation award into actual GXO shares held directly.

When did GXO director Marlene Colucci’s RSUs vest?

The filing states that Colucci’s RSUs vested in full on May 13, 2026. On that same date, 5,012 vested RSUs were exercised into 5,012 GXO common shares, moving her compensation from a contingent award to directly held stock.

Did the GXO Form 4 show any open-market buying or selling by Colucci?

The Form 4 does not show open-market buying or selling. It reports an exercise of RSUs coded as a derivative transaction, converting 5,012 units into common shares. Her post-transaction holdings total 27,908 shares directly owned.