GXO director converts 5,012 RSUs into common stock

GXO Logistics director Matthew J. Fassler exercised restricted stock units into common shares.

Rhea-AI Filing Summary

GXO Logistics director Matthew J. Fassler exercised restricted stock units into common shares. On May 13, 2026, 5,012 RSUs converted into 5,012 shares of GXO common stock at a stated price of $0.00 per share as part of equity compensation. Following the transaction, he directly holds 10,794 shares of GXO common stock. Footnotes state the RSUs vested in full on May 13, 2026 and each RSU represented a right to receive either one share or a cash payment equal to the fair market value of one share.

Insights

Equity compensation analyst

Director converted 5,012 RSUs into GXO common stock as routine equity compensation.

Director Matthew J. Fassler exercised 5,012 restricted stock units into an equal number of GXO common shares on May 13, 2026. The transaction is coded "M", indicating an exercise or conversion of a derivative security rather than an open-market purchase.

The RSUs vested in full on May 13, 2026, and each unit entitled the holder to one share or a cash amount equal to one share’s fair market value. After the conversion, Fassler directly holds 10,794 GXO shares. With no sales, gifts, or tax-withholding dispositions reported, this filing reflects standard equity compensation rather than a directional market bet.

Insider Trade Summary

5,012 shares exercised/converted

Exercise 2 txns

Insider Fassler Matthew J.

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 — 10,794 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 from RSUs: 5,012 shares Shares held after transaction: 10,794 shares +1 more

4 metrics

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

Shares received from RSUs 5,012 shares Common stock issued upon RSU exercise

Shares held after transaction 10,794 shares Direct holdings of GXO common stock after RSU conversion

Exercise price per RSU $0.00 per unit Stated transaction price for RSU exercise

Key Terms

Restricted Stock Unit, RSU, derivative security, vesting

4 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

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.

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did GXO (GXO) director Matthew J. Fassler report in this Form 4?

Matthew J. Fassler reported exercising 5,012 restricted stock units into 5,012 shares of GXO common stock. The transaction reflects equity compensation vesting on May 13, 2026, with no open-market buying or selling activity disclosed in this filing.

How many GXO shares does Matthew J. Fassler hold after this Form 4 transaction?

After the RSU conversion, Matthew J. Fassler directly holds 10,794 shares of GXO common stock. This total reflects the addition of 5,012 shares received upon the vesting and exercise of restricted stock units on May 13, 2026.

Were the GXO transactions in this Form 4 open-market buys or sells?

No, the Form 4 shows no open-market purchases or sales. The reported code "M" transactions are exercises or conversions of restricted stock units, turning 5,012 RSUs into 5,012 GXO common shares as part of equity compensation vesting.

What do the restricted stock units (RSUs) in this GXO Form 4 represent?

Each restricted stock unit represents a contingent right to receive either one share of GXO common stock or a cash payment equal to the fair market value of one share. The RSUs in this filing vested in full on May 13, 2026.

Did Matthew J. Fassler retain derivative positions after this GXO RSU exercise?

The filing’s derivative summary is empty after the transaction, indicating no remaining derivative positions such as unexercised RSUs are shown in this report. All 5,012 reported RSUs were converted into GXO common stock on May 13, 2026.

How many RSUs were exercised in the GXO Form 4 filing for Matthew J. Fassler?

The filing shows 5,012 restricted stock units exercised or converted. These RSUs vested in full on May 13, 2026 and were exchanged for 5,012 shares of GXO common stock, with no associated sale or tax-withholding disposition reported.

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

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Accepted by SEC EDGAR 05/15/2026 - 08:34 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^*

Fassler Matthew J.

(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	10,794	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)