GXO (GXO) Chief Commercial Officer awarded 3,979 RSUs vesting 2027-2029

Rhea-AI Filing Summary

GXO Logistics, Inc. reported that Chief Commercial Officer Karen Bellum Bomber acquired 3,979 Restricted Stock Units on March 1, 2026 as a compensation award. Each RSU represents a right to receive one share of GXO common stock or a cash payment equal to its fair market value. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, contingent on her 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Bomber Karen Bellum

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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

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)	03/01/2026		A		3,979		(2)	(2)	Common Stock	3,979	$0	3,979	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. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:

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

FAQ

What insider transaction did GXO (GXO) report for Karen Bellum Bomber?

GXO reported that Chief Commercial Officer Karen Bellum Bomber received 3,979 Restricted Stock Units as a compensation award. The RSUs were granted on March 1, 2026 and increase her equity-linked stake in GXO, aligning part of her compensation with company performance.

How many Restricted Stock Units did the GXO (GXO) CCO receive?

Karen Bellum Bomber received 3,979 Restricted Stock Units from GXO. This entire grant is reflected as her total RSU holdings following the transaction, indicating this award represents her current RSU position as disclosed in the filing on the grant date.

When do Karen Bellum Bomber’s GXO (GXO) RSUs vest?

The 3,979 RSUs granted to Karen Bellum Bomber vest in three equal annual installments. Vesting dates are March 1, 2027, March 1, 2028, and March 1, 2029, and each installment depends on her continued employment with GXO through the applicable vesting date.

What does each GXO (GXO) Restricted Stock Unit represent in this Form 4?

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 GXO share. This structure ties the award’s value directly to the company’s share price performance over time.

Is the GXO (GXO) RSU grant to the CCO a cash purchase or a compensation award?

The RSU grant to Karen Bellum Bomber is a compensation award, not a cash purchase of stock. The Form 4 identifies the transaction as a grant or award acquisition, with a price per unit of $0.00, reflecting equity-based compensation rather than an open-market transaction.