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GXO (GXO) HR chief settles 2,676 RSUs; 2,222 shares withheld for taxes

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

Rhea-AI Filing Summary

GXO Logistics Chief Human Resources Officer Corinna Refsgaard exercised and settled 2,676 Restricted Stock Units into an equal number of GXO common shares on April 8, 2026. To cover the related tax liability, 2,222 shares were withheld by GXO at $53.27 per share, with no open-market sales. Following these transactions, Refsgaard directly holds 7,437 shares of GXO common stock.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax withholding, no market sale.

Corinna Refsgaard converted 2,676 RSUs into GXO common stock, a standard equity compensation event. The Form 4 shows this as an exercise or conversion of derivative securities into shares.

Of these shares, 2,222 were withheld by GXO Logistics, Inc. at $53.27 per share to satisfy tax obligations, as described in the footnote. This F-code disposition is not an open-market sale and does not reflect a discretionary trading decision.

After the transactions, Refsgaard directly owns 7,437 GXO shares. The filing also notes that the RSU award vests in three equal annual installments on April 8, 2025, 2026 and 2027, tying this event to the scheduled second tranche of that grant.

Insider Refsgaard Corinna
Role Chief Human Resources Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,676 $0.00 --
Exercise Common Stock 2,676 $0.00 --
Tax Withholding Common Stock 2,222 $53.27 $118K
Holdings After Transaction: Restricted Stock Units — 2,675 shares (Direct); Common Stock — 9,659 shares (Direct)
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 April 8, 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 vest in three equal annual installments on April 8, 2025, April 8, 2026 and April 8, 2027, subject to the Reporting Person's continued employment with GXO.
RSUs exercised 2,676 units Restricted Stock Units converted to GXO common stock on April 8, 2026
Shares withheld for taxes 2,222 shares Common stock withheld to fund tax liability at vesting
Tax withholding share value $53.27 per share Value used for 2,222-share tax withholding transaction
Shares owned after transactions 7,437 shares Direct GXO common stock holdings following all Form 4 transactions
Exercise transactions 1 exercise, 2,676 shares Exercise or conversion of derivative security reported in Form 4
Tax withholding count 1 transaction, 2,222 shares F-code disposition to pay tax liability on RSU vesting
Restricted Stock Units financial
"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"
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
"These shares were withheld by GXO Logistics, Inc. ("GXO") to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units"
vested and were settled financial
"These RSUs vested and were settled on April 8, 2026, as originally scheduled"
contingent right financial
"Each RSU represents a contingent right to receive, either (i) one share of GXO common stock"
fair market value financial
"or (ii) a cash payment equal to the fair market value of one share of GXO Common Stock"
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.
annual installments financial
"These RSUs vest in three equal annual installments on April 8, 2025, April 8, 2026 and April 8, 2027"
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*
Refsgaard Corinna

(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)
Chief Human Resources Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026
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 Stock04/08/2026M2,676A$09,659D
Common Stock04/08/2026F(1)2,222D(1)$53.277,437D
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)04/08/2026M2,676 (3) (3)Common Stock2,676$02,675D
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 April 8, 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 vest in three equal annual installments on April 8, 2025, April 8, 2026 and April 8, 2027, subject to the Reporting Person's continued employment with GXO.
Remarks:
/s/ Karlis P. Kirsis, Attorney-in-Fact04/08/2026
** 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)

FAQ

What did GXO (GXO) executive Corinna Refsgaard report in this Form 4?

Corinna Refsgaard reported the vesting and settlement of 2,676 Restricted Stock Units into GXO common stock. This routine equity compensation event increased her share ownership, with part of the shares withheld to cover related tax obligations.

How many GXO shares did Corinna Refsgaard receive from RSU vesting?

She received 2,676 GXO common shares upon the vesting and settlement of an equal number of Restricted Stock Units. Each RSU represents a contingent right to one share of GXO common stock or a cash payment equal to its fair market value.

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

No open-market sales occurred. The Form 4 footnote states that 2,222 shares were withheld by GXO Logistics, Inc. solely to fund tax liability from the RSU vesting, and there were no discretionary transactions or market sales.

How many GXO shares were withheld for taxes and at what price?

A total of 2,222 GXO shares were withheld to cover tax liability, valued at $53.27 per share. This F-code transaction reflects tax withholding by the company rather than a voluntary sale by the executive on the market.

What is Corinna Refsgaard’s GXO share ownership after these transactions?

Following the RSU settlement and tax withholding, Corinna Refsgaard directly holds 7,437 shares of GXO common stock. This figure reflects her position after the 2,676-share RSU conversion and the withholding of 2,222 shares for taxes.

How do the reported RSUs for GXO (GXO) vest over time?

The RSUs referenced in the filing vest in three equal annual installments on April 8, 2025, April 8, 2026, and April 8, 2027. Vesting remains subject to Corinna Refsgaard’s continued employment with GXO Logistics, Inc. through those dates.