GXO Logistics (GXO) CCO awarded 11,902 performance-linked RSUs

Q: What insider transaction did GXO (GXO) report for Elizabeth Fogarty?

GXO reported that Chief Communications Officer Elizabeth Fogarty acquired RSUs on March 1, 2026. She received 5,933 RSUs from earned performance share units and a separate grant of 5,969 RSUs, both tied to future vesting and continued employment conditions.

Q: How many GXO (GXO) restricted stock units did Elizabeth Fogarty acquire?

Elizabeth Fogarty acquired two RSU awards totaling 11,902 units . One award covers 5,933 RSUs from earned performance share units, and the other is a new 5,969 RSU grant, each subject to specified vesting schedules and continued employment with GXO Logistics.

Q: When do Elizabeth Fogarty’s GXO (GXO) performance-based RSUs vest?

The 5,933 RSUs from earned performance share units vest on January 15, 2027 . These units were granted as PSUs in March 2023, earned after performance criteria were achieved, and converted to time-based RSUs once results were certified effective March 1, 2026.

Q: What is the vesting schedule for Elizabeth Fogarty’s new GXO (GXO) RSU grant?

The 5,969 newly granted RSUs vest in three equal annual installments . Vesting dates are March 1, 2027, March 1, 2028, and March 1, 2029, and each installment requires Fogarty’s continued employment with GXO Logistics through the applicable vesting date.

Q: Are Elizabeth Fogarty’s GXO (GXO) RSUs settled in stock or cash?

Each RSU represents a contingent right to one GXO share or cash . Upon settlement, Fogarty may receive either one share of GXO common stock per unit or a cash payment equal to the fair market value of a share, as provided under the award terms.

Q: Do Elizabeth Fogarty’s GXO (GXO) RSU awards have performance conditions?

One award of 5,933 RSUs originated as performance share units granted in March 2023, earned after performance criteria were achieved and certified effective March 1, 2026. After certification, these PSUs converted into time-based RSUs with a single future vesting date.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics Chief Communications Officer Elizabeth Fogarty reported awards of restricted stock units (RSUs). On March 1, 2026 she acquired 5,933 RSUs tied to performance share units granted in 2023 that were earned based on certified performance and converted to time-based RSUs vesting on January 15, 2027. She also received a separate grant of 5,969 RSUs that will vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, in each case contingent on continued employment.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Fogarty Elizabeth

Role Chief Communications Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	5,933	$0.00	--
Grant/Award	Restricted Stock Units	5,969	$0.00	--

Holdings After Transaction: Restricted Stock Units — 5,933 shares (Direct)

Footnotes (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. On March 7, 2023, the Reporting Person was granted Performance Share Units ("PSUs"), the vesting of which was subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria which were certified effective March 1, 2026. Such PSUs converted to time-based RSUs that will vest on January 15, 2027, subject to the Reporting Person's continued employment with GXO. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 06:10 PM

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^*

Fogarty Elizabeth

(Last)

(First)

(Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/01/2026		A		5,933		⁽²⁾	⁽²⁾	Common Stock	5,933	$0	5,933	D
Restricted Stock Units	⁽¹⁾	03/01/2026		A		5,969		⁽³⁾	⁽³⁾	Common Stock	5,969	$0	5,969	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. On March 7, 2023, the Reporting Person was granted Performance Share Units ("PSUs"), the vesting of which was subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria which were certified effective March 1, 2026. Such PSUs converted to time-based RSUs that will vest on January 15, 2027, subject to the Reporting Person's continued employment with GXO.

3. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GXO (GXO) report for Elizabeth Fogarty?

GXO reported that Chief Communications Officer Elizabeth Fogarty acquired RSUs on March 1, 2026. She received 5,933 RSUs from earned performance share units and a separate grant of 5,969 RSUs, both tied to future vesting and continued employment conditions.

How many GXO (GXO) restricted stock units did Elizabeth Fogarty acquire?

Elizabeth Fogarty acquired two RSU awards totaling 11,902 units. One award covers 5,933 RSUs from earned performance share units, and the other is a new 5,969 RSU grant, each subject to specified vesting schedules and continued employment with GXO Logistics.

When do Elizabeth Fogarty’s GXO (GXO) performance-based RSUs vest?

The 5,933 RSUs from earned performance share units vest on January 15, 2027. These units were granted as PSUs in March 2023, earned after performance criteria were achieved, and converted to time-based RSUs once results were certified effective March 1, 2026.

What is the vesting schedule for Elizabeth Fogarty’s new GXO (GXO) RSU grant?

The 5,969 newly granted RSUs vest in three equal annual installments. Vesting dates are March 1, 2027, March 1, 2028, and March 1, 2029, and each installment requires Fogarty’s continued employment with GXO Logistics through the applicable vesting date.

Are Elizabeth Fogarty’s GXO (GXO) RSUs settled in stock or cash?

Each RSU represents a contingent right to one GXO share or cash. Upon settlement, Fogarty may receive either one share of GXO common stock per unit or a cash payment equal to the fair market value of a share, as provided under the award terms.

Do Elizabeth Fogarty’s GXO (GXO) RSU awards have performance conditions?

One award of 5,933 RSUs originated as performance share units granted in March 2023, earned after performance criteria were achieved and certified effective March 1, 2026. After certification, these PSUs converted into time-based RSUs with a single future vesting date.