GXO Logistics (NYSE: GXO) CRO nets 71,940 shares after RSU vesting

Rhea-AI Filing Summary

GXO Logistics Chief Revenue Officer Richard Cawston reported the vesting and settlement of 11,165 restricted stock units on January 15, 2026. These RSUs, originally granted as performance share units in March 2022 and earned based on certified performance in March 2025, converted into time-based RSUs that vested as scheduled. Upon vesting, 11,165 shares of GXO common stock were issued at an exercise price of $0 per share. Of these, 5,248 shares were withheld by GXO at $56.93 per share to cover tax liabilities, with no discretionary transactions or open market sales. Following these transactions, Cawston directly owned 71,940 shares of GXO common stock.

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

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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^*

Cawston Richard

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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
Common Stock	01/15/2026		M		11,165	A	$0	77,188	D
Common Stock	01/15/2026		F(1)		5,248	D(1)	$56.93	71,940	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	(2)	01/15/2026		M			11,165	(3)	(3)	Common Stock	11,165	$0	0	D

Explanation of Responses:

1. No shares were sold by the Reporting Person. These shares were withheld by GXO Logistics, Inc. ("GXO") to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units ("RSUs") reported on this Form 4. These RSUs vested and were settled on January 15, 2026, as originally scheduled, and there were no related discretionary transactions or open market sales.

2. Each RSU represents a contingent right to receive, either (i) one share of 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.

3. On March 30, 2022, 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 on March 6, 2025. Such PSUs converted to time-based RSUs that vested on January 15, 2026, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	01/20/2026
	** 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) Chief Revenue Officer Richard Cawston report?

Richard Cawston reported the vesting and settlement of 11,165 restricted stock units (RSUs) on January 15, 2026, which converted into the same number of shares of GXO common stock at an exercise price of $0 per share.

How many GXO (GXO) shares does Richard Cawston own after this Form 4 filing?

After the reported RSU vesting and related tax withholding, Richard Cawston directly owns 71,940 shares of GXO common stock.

Were any GXO (GXO) shares sold in the open market in this Form 4?

No. A total of 5,248 shares of GXO common stock were withheld by GXO at $56.93 per share to fund tax liabilities from the RSU vesting. The footnote states there were no discretionary transactions or open market sales.

What do the restricted stock units (RSUs) reported by GXO (GXO) represent?

Each RSU represents a contingent right to receive either one share of GXO common stock with par value $0.01 per share or a cash payment equal to the fair market value of one share of GXO common stock.

How were the performance share units (PSUs) linked to this GXO (GXO) RSU transaction earned?

On March 30, 2022, Richard Cawston was granted PSUs subject to performance criteria. The number of shares reported reflects PSUs that were earned based on achieved performance, certified on March 6, 2025, which then converted into time-based RSUs that vested on January 15, 2026, subject to his continued employment.

What do the transaction codes M and F mean in this GXO (GXO) Form 4?

Code M indicates the exercise or conversion of derivative securities, here the settlement of 11,165 RSUs into common stock at $0. Code F indicates shares withheld—in this case, 5,248 shares of GXO common stock withheld at $56.93 per share to satisfy tax obligations from the vesting.