Director at GXO Logistics (GXO) receives 5,012 shares from RSU vest

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics director Torsten Pilz reported a routine equity award vesting. On May 13, 2026, 5,012 Restricted Stock Units converted into 5,012 shares of GXO common stock, reflecting the full vesting of this RSU grant. No shares were sold, and Pilz now directly holds 5,012 common shares.

Insider Trade Summary

5,012 shares exercised/converted

Mixed 2 txns

Insider Pilz Torsten

Role null

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

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 5,012 shares (Direct, null)

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

Key Figures

Shares acquired via RSU conversion: 5,012 shares RSUs vested: 5,012 RSUs Shares held after transaction: 5,012 shares +2 more

5 metrics

Shares acquired via RSU conversion 5,012 shares Common Stock acquired on May 13, 2026

RSUs vested 5,012 RSUs Restricted Stock Units vested in full on May 13, 2026

Shares held after transaction 5,012 shares Direct ownership of GXO common stock following the Form 4 event

Exercise/Conversion transactions 2 entries One derivative RSU entry and one resulting common stock entry

Net buy/sell direction Neutral No open-market buys or sells; compensation-related RSU conversion

Key Terms

Restricted Stock Units, derivative security, contingent right, fair market value

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.

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

fair market value financial

"or (ii) a cash payment equal to the fair market value of one share..."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 08:17 AM

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^*

Pilz Torsten

(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)
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)
Common Stock	05/13/2026		M		5,012	A	$0	5,012	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)
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⁾	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GXO director Torsten Pilz report on Form 4 for GXO?

Torsten Pilz reported the vesting and conversion of 5,012 Restricted Stock Units into 5,012 shares of GXO common stock on May 13, 2026. This reflects a compensation-related equity award rather than an open-market stock purchase or sale.

How many GXO Logistics (GXO) shares does Torsten Pilz hold after this Form 4 transaction?

After the reported transaction, Torsten Pilz directly holds 5,012 shares of GXO common stock. These shares came from the full vesting and conversion of 5,012 Restricted Stock Units on May 13, 2026, with no concurrent share sales disclosed.

Was the GXO Form 4 transaction by Torsten Pilz a purchase or sale of shares?

The Form 4 shows no open-market purchase or sale by Torsten Pilz. Instead, 5,012 Restricted Stock Units vested and were exercised/converted into 5,012 GXO common shares as part of his equity compensation on May 13, 2026.

What are Restricted Stock Units (RSUs) in the GXO Logistics (GXO) Form 4 filing?

In this filing, each RSU represents a contingent right to receive either one GXO common share or a cash payment equal to its fair market value. On May 13, 2026, 5,012 RSUs vested in full and were settled into GXO common stock for director Torsten Pilz.

Did the GXO Logistics (GXO) Form 4 mention any tax withholding or gifting of shares?

The summarized Form 4 data does not show any tax withholding or gifts. It records only the exercise/conversion of 5,012 Restricted Stock Units into 5,012 GXO common shares, with no additional dispositions or derivative positions remaining reported for this grant.