GXO (GXO) officer settles 13,596 RSUs, 6,302 shares withheld for taxes

Rhea-AI Filing Summary

GXO Logistics, Inc. Chief Communications Officer Elizabeth Fogarty reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On March 7, 2026, RSUs vested as scheduled and were converted into common stock, consistent with their original vesting timetable.

Across several transactions, she exercised or settled RSUs covering 13,596 units, receiving an equivalent number of GXO common shares at a $0.00 exercise price as part of her compensation. On March 9, 2026, 6,302 common shares valued at $55.76 per share were withheld by GXO to cover tax liabilities related to this vesting, with no open market sales or discretionary trades.

After these transactions, Fogarty directly held 15,427 shares of GXO common stock. Footnotes clarify that each RSU represents a right to receive one share of GXO common stock or its cash equivalent and that the vesting schedule for these RSU grants runs through March 7, 2028, subject to continued employment.

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^*

Fogarty Elizabeth

(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 Communications Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

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	03/07/2026		M		1,495	A	$0	9,628	D
Common Stock	03/07/2026		M		2,258	A	$0	11,886	D
Common Stock	03/07/2026		M		3,281	A	$0	15,167	D
Common Stock	03/07/2026		M		6,562	A	$0	21,729	D
Common Stock	03/09/2026		F(1)		6,302	D(1)	$55.76	15,427	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)	03/07/2026		M			1,495	(3)	(3)	Common Stock	1,495	$0	1,495	D
Restricted Stock Units	(2)	03/07/2026		M			2,258	(4)	(4)	Common Stock	2,258	$0	2,257	D
Restricted Stock Units	(2)	03/07/2026		M			3,281	(5)	(5)	Common Stock	3,281	$0	6,562	D
Restricted Stock Units	(2)	03/07/2026		M			6,562	(5)	(5)	Common Stock	6,562	$0	13,124	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 on March 7, 2026 and were settled on March 9, 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 four equal installments on March 7, 2024, March 7, 2025, March 7, 2026 and March 7, 2027, subject to the Reporting Person's continued employment with GXO.

4. These RSUs vest in three equal annual installments on March 7, 2025, March 7, 2026, and March 7, 2027, subject to the Reporting Person's continued employment with the GXO.

5. These RSUs vest in three equal annual installments on March 7, 2026, March 7, 2027, and March 7, 2028, subject to the Reporting Person's continued employment with the GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	03/10/2026
	** 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).
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FAQ

What insider transactions did GXO (GXO) report for Elizabeth Fogarty?

Elizabeth Fogarty reported RSU vesting and settlement into GXO common stock, plus share withholding for taxes. On March 7, 2026, 13,596 RSUs were exercised into shares, and on March 9, 2026, 6,302 shares were withheld to satisfy tax obligations.

Did the GXO (GXO) Chief Communications Officer sell shares in the open market?

No open market sales occurred. The filing states 6,302 shares were withheld by GXO at $55.76 per share solely to cover tax liabilities from RSU vesting and settlement, with no discretionary transactions or market sales by Elizabeth Fogarty.

How many GXO (GXO) shares does Elizabeth Fogarty hold after these Form 4 transactions?

Following the reported RSU exercises and tax withholding, Elizabeth Fogarty directly holds 15,427 shares of GXO common stock. This reflects net equity compensation after converting vested RSUs into shares and using a portion of those shares to pay associated tax liabilities.

What RSU amounts were exercised by the GXO (GXO) executive in this filing?

The Form 4 shows derivative exercises totaling 13,596 restricted stock units. These RSUs converted into an equal number of GXO common shares at a zero exercise price, reflecting standard equity compensation rather than open market purchases.

What is the vesting schedule of the GXO (GXO) RSUs reported for Elizabeth Fogarty?

Footnotes explain the RSUs vest in scheduled annual installments on March 7 from 2024 through 2028, depending on each grant. Vesting remains subject to Elizabeth Fogarty’s continued employment with GXO throughout those specified vesting dates.

How are GXO (GXO) restricted stock units settled according to the filing?

Each RSU represents a contingent right to receive either one share of GXO common stock or a cash payment equal to that share’s fair market value. In this filing, vested RSUs were settled into common stock before a portion was withheld for tax liabilities.