GXO Logistics director exercises 5,012 RSUs

GXO Logistics, Inc. director Todd C. Cooper exercised vested restricted stock units into common stock.

Rhea-AI Filing Summary

GXO Logistics, Inc. director Todd C. Cooper exercised vested restricted stock units into common stock. On May 13, 2026, he converted 5,012 Restricted Stock Units into 5,012 shares of GXO common stock at a stated price of $0.00 per share.

Following this derivative exercise, his direct holdings increased to 15,052 shares of GXO common stock. The footnotes state that the RSUs vested in full on May 13, 2026 and each RSU represents a contingent right to receive one share of GXO common stock or a cash payment equal to its fair market value.

Insider Trade Summary

5,012 shares exercised/converted

Exercise 2 txns

Insider Cooper Todd C

Role Director

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

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 15,052 shares (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 vested in full on May 13, 2026.

Key Figures

RSUs exercised: 5,012 units Shares received: 5,012 shares Post-transaction holdings: 15,052 shares +1 more

4 metrics

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

Shares received 5,012 shares Common stock acquired via RSU exercise on May 13, 2026

Post-transaction holdings 15,052 shares Direct GXO common stock owned after the exercise

Exercise price per share $0.00 per share Stated transaction price for RSU conversion

Key Terms

Restricted Stock Units, RSU, derivative security, contingent right

4 terms

Restricted Stock Units financial

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

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.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

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 RSU represents a contingent right to receive one share or a cash payment."

FAQ

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

What insider transaction did GXO director Todd C. Cooper report on this Form 4 for GXO?

Todd C. Cooper reported exercising derivative awards, converting 5,012 Restricted Stock Units into 5,012 shares of GXO common stock on May 13, 2026. This was an exercise of equity compensation, not an open-market purchase or sale.

How many GXO Logistics (GXO) shares does Todd C. Cooper hold after this Form 4 transaction?

After the reported exercise, Todd C. Cooper directly holds 15,052 shares of GXO common stock. This total reflects the addition of the 5,012 shares received from converting vested Restricted Stock Units on May 13, 2026.

Were any GXO Logistics (GXO) shares sold in Todd C. Cooper’s latest Form 4 filing?

No shares were sold. The Form 4 shows an exercise or conversion of 5,012 Restricted Stock Units into GXO common stock, with no reported open-market sales or dispositions. The transactions increase his direct share ownership.

What do the Restricted Stock Units (RSUs) in the GXO Form 4 represent for Todd C. Cooper?

Each RSU represents a contingent right to receive one share of GXO common stock or a cash payment equal to its fair market value. The footnotes state that these RSUs vested in full on May 13, 2026 before conversion.

When did Todd C. Cooper’s GXO Restricted Stock Units vest according to the Form 4 footnotes?

The footnotes state that Todd C. Cooper’s Restricted Stock Units vested in full on May 13, 2026. On the same date, 5,012 RSUs were exercised or converted into 5,012 shares of GXO common stock at a stated price of $0.00.

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

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Accepted by SEC EDGAR 05/15/2026 - 08:38 AM 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^*

Cooper Todd C

(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	15,052	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)