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GXO Logistics (NYSE: GXO) interim CAO nets RSU shares after tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

GXO Logistics interim CAO Laura L. Bracken reported routine equity compensation activity. On July 1, 2026, 3,063 Restricted Stock Units vested and were converted into GXO common shares as scheduled. GXO withheld 746 shares to cover tax liability associated with this vesting, and no shares were sold on the open market. Following these transactions, Bracken directly holds 3,678 shares of GXO common stock.

Positive

  • None.

Negative

  • None.
Insider Bracken Laura L.
Role Interim CAO
Type Security Shares Price Value
Exercise Restricted Stock Units 3,063 $0.00 --
Exercise Common Stock 3,063 $0.00 --
Tax Withholding Common Stock 746 $50.70 $38K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 3,678 shares (Direct, null)
Footnotes (1)
  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 July 1, 2026, as originally scheduled, and there were no related discretionary transactions or open market sales. 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. These RSUs vested on July 1, 2026, subject to the Reporting Person's continued employment with GXO.
RSUs vested 3,063 units Restricted Stock Units vested and settled on July 1, 2026
Shares withheld for taxes 746 shares Withheld by GXO to fund tax liability on RSU vesting
Shares held after transaction 3,678 shares Direct GXO common stock holdings after RSU vesting and withholding
Transaction price reference $50.70 per share Value used for tax-withholding disposition on 746 shares
Restricted Stock Units financial
"The RSUs vested and were settled on July 1, 2026, as originally scheduled"
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.
tax liability financial
"shares were withheld by GXO Logistics, Inc. to fund tax liability attributable to the vesting"
vesting and settlement financial
"tax liability attributable to the vesting and settlement of the Restricted Stock Units"
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 either one share of GXO common stock"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Bracken Laura L.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Interim CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026M3,063A$03,678D
Common Stock07/01/2026F(1)746D(1)$50.72,932D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)07/01/2026M3,063 (3) (3)Common Stock3,063$00D
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 July 1, 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. These RSUs vested on July 1, 2026, subject to the Reporting Person's continued employment with GXO.
Remarks:
/s/ Karlis P. Kirsis, Attorney-in-Fact07/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GXO (GXO) report for Laura L. Bracken?

GXO reported that interim CAO Laura L. Bracken had 3,063 Restricted Stock Units vest into GXO common stock. The event reflects scheduled equity compensation vesting rather than an open-market stock purchase or sale.

Did the GXO (GXO) interim CAO sell any shares in this Form 4?

No, the interim CAO did not sell GXO shares. 746 shares were withheld by GXO to fund tax liabilities from RSU vesting, and the filing states there were no discretionary transactions or open-market sales.

How many GXO (GXO) RSUs vested for the interim CAO on July 1, 2026?

A total of 3,063 Restricted Stock Units vested for the interim CAO on July 1, 2026. Each RSU represented the right to receive either one GXO common share or an equivalent cash payment at settlement.

How many GXO (GXO) shares were withheld for taxes in this insider transaction?

GXO withheld 746 shares from the interim CAO to cover tax liabilities tied to the RSU vesting. This tax-withholding disposition is treated differently from a discretionary open-market sale in insider reports.

What is the GXO (GXO) interim CAO’s shareholding after these transactions?

After the RSU vesting and tax withholding, the interim CAO directly holds 3,678 shares of GXO common stock. This total reflects the net impact of the equity award settlement reported in the Form 4.

What do GXO (GXO) Restricted Stock Units represent for the insider?

Each GXO Restricted Stock Unit represents a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value. These units vest over time, subject to continued employment conditions.