GXO director granted 4,847 RSUs

Byrne Patrick J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Byrne Patrick J reported acquisition or exercise transactions in this Form 4 filing.

GXO Logistics director Patrick J. Byrne received a grant of 4,847 Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value.

The RSUs will vest on the earlier of May 20, 2027 or the date of GXO’s next annual meeting of stockholders, if Byrne continues serving on the Board of Directors through that vesting date. Following this award, he is reported as holding 4,847 RSUs directly.

Insider Trade Summary

Grant/Award: 4,847 shares

Grant/Award 1 txn

Insider Byrne Patrick J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,847	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 4,847 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. The RSUs shall vest on the earlier of (i) May 20, 2027 and (ii) the date of the next annual meeting of stockholders (the "Vesting Date"), provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO through and until the Vesting Date.

Key Figures

RSUs granted: 4,847 RSUs Total RSUs after grant: 4,847 RSUs Vesting date: May 20, 2027 +1 more

4 metrics

RSUs granted 4,847 RSUs Grant of Restricted Stock Units to director on May 20, 2026

Total RSUs after grant 4,847 RSUs Direct derivative holdings following the reported transaction

Vesting date May 20, 2027 RSUs vest earlier of May 20, 2027 or next annual meeting

Exercise/Conversion price $0.00 per unit RSUs granted at no exercise or conversion price

Key Terms

Restricted Stock Units, contingent right, fair market value, Vesting Date, +1 more

5 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.

contingent right financial

"represents a contingent right to receive, either (i) one share of GXO..."

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.

Vesting Date financial

"the date of the next annual meeting of stockholders (the "Vesting Date")..."

Board of Directors financial

"provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO..."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Patrick J. Byrne report in this GXO (GXO) Form 4 filing?

Patrick J. Byrne reported receiving 4,847 Restricted Stock Units from GXO Logistics. These RSUs are a form of equity-based compensation tied to GXO common stock and are reported as directly owned following the grant.

How many GXO Logistics (GXO) RSUs were granted to Patrick J. Byrne?

Patrick J. Byrne was granted 4,847 Restricted Stock Units. Each RSU represents a contingent right to receive either one share of GXO common stock or a cash payment equal to the fair market value of one share.

When do Patrick J. Byrne’s GXO (GXO) RSUs vest?

The RSUs vest on the earlier of May 20, 2027 or GXO’s next annual meeting of stockholders. Vesting is conditional on Byrne continuing to serve as a member of GXO’s Board of Directors through that vesting date.

What does each GXO (GXO) Restricted Stock Unit represent for Patrick J. Byrne?

Each Restricted Stock Unit represents a contingent right to receive either one share of GXO common stock or a cash payment. The cash amount, if chosen, equals the fair market value of one GXO common share at settlement.

Is Patrick J. Byrne’s GXO (GXO) RSU grant an open-market purchase or sale?

The RSU grant is not an open-market purchase or sale. It is a compensation-related award, reported with transaction code “A,” representing a grant or other acquisition of derivative securities from GXO rather than a market transaction.

How many GXO (GXO) RSUs does Patrick J. Byrne hold after this transaction?

After the reported grant, Patrick J. Byrne holds 4,847 Restricted Stock Units. This total reflects his direct derivative holdings as reported in the filing, with the RSUs subject to the stated vesting conditions and possible stock or cash settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:21 PM EDT Learn about SEC filing dates

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^*

Byrne Patrick J

(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)
05/20/2026

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

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)	05/20/2026		A		4,847		(2)	(2)	Common Stock	4,847	$0	4,847	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 shall vest on the earlier of (i) May 20, 2027 and (ii) the date of the next annual meeting of stockholders (the "Vesting Date"), provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO through and until the Vesting Date.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/22/2026
	** 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)