GXO Logistics (GXO) COO receives 5,969 restricted stock units grant

Rhea-AI Filing Summary

Beeks Bart Johan reported acquisition or exercise transactions in this Form 4 filing.

GXO Logistics, Inc. Chief Operating Officer Bart Johan Beeks reported an equity compensation grant of 5,969 Restricted Stock Units (RSUs) on March 1, 2026. The RSUs were awarded at a price of $0.00 per unit as part of his compensation, bringing his direct RSU holdings to 5,969 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. The award vests in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to his continued employment with GXO.

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

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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^*

Beeks Bart Johan

(Last) (First) (Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH CT 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 Operating 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)
			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)	03/01/2026		A		5,969		(2)	(2)	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. 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.

FAQ

What insider transaction did GXO (GXO) report for Bart Johan Beeks?

GXO reported that Chief Operating Officer Bart Johan Beeks received a grant of 5,969 Restricted Stock Units. This award is a form of equity compensation, increasing his direct RSU holdings and aligning part of his pay with GXO’s future stock or cash value.

What do the 5,969 RSUs granted to GXO COO Bart Johan Beeks represent?

Each of the 5,969 RSUs represents a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value. This structure ties Beeks’s compensation to GXO’s future share price performance.

When do Bart Johan Beeks’s RSUs from GXO vest?

The 5,969 RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029. Vesting is contingent on his continued employment with GXO through those respective vesting dates.

Is the RSU grant to GXO COO Bart Johan Beeks an open-market stock purchase?

No, the RSU grant is not an open-market stock purchase. It is a compensatory award reported with transaction code “A” for grant or award, at a price of $0.00 per unit, rather than shares bought in the market.

How many GXO RSUs does Bart Johan Beeks hold after this transaction?

After this transaction, Bart Johan Beeks directly holds 5,969 Restricted Stock Units. All of these RSUs come from the reported grant on March 1, 2026, and will vest over three years, subject to his continued employment with GXO.

What conditions apply to the vesting of GXO RSUs granted to Bart Johan Beeks?

The RSUs vest in three equal installments on March 1 of 2027, 2028, and 2029, provided Bart Johan Beeks remains employed by GXO. If employment does not continue, vesting terms would follow the award’s specific conditions described in company arrangements.