GXO (NYSE: GXO) HR chief settles RSUs, stock withheld for taxes

Rhea-AI Filing Summary

GXO Logistics Chief Human Resources Officer Corinna Refsgaard reported routine equity compensation activity. On March 7, 2026, restricted stock units (RSUs) covering a total of 10,499 shares of common stock vested and were converted into GXO shares at no cash exercise price.

On March 9, 2026, 5,776 shares of common stock were withheld by GXO at $55.76 per share to cover tax obligations tied to this vesting. Footnotes state there were no discretionary transactions or open‑market sales. Following these events, Refsgaard holds 6,983 shares of GXO common stock directly.

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^*

Refsgaard Corinna

(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 Human Resources 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		6,562	A	$0	8,822	D
Common Stock	03/07/2026		M		3,937	A	$0	12,759	D
Common Stock	03/09/2026		F(1)		5,776	D(1)	$55.76	6,983	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			6,562	(3)	(3)	Common Stock	6,562	$0	13,124	D
Restricted Stock Units	(2)	03/07/2026		M			3,937	(3)	(3)	Common Stock	3,937	$0	7,875	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 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).
** 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.
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FAQ

What insider transactions did GXO (GXO) report for Corinna Refsgaard?

Corinna Refsgaard reported RSU vesting and related tax withholding. RSUs covering 10,499 shares of GXO common stock vested and converted, and 5,776 shares were withheld by GXO to pay tax liabilities tied to this compensation event.

Did the GXO (GXO) insider sell shares on the open market in this Form 4?

No open-market sales occurred in this Form 4. The filing states 5,776 shares were withheld by GXO solely to fund tax liabilities from RSU vesting, with no discretionary transactions or open-market sales by Corinna Refsgaard.

How many GXO (GXO) shares were withheld for taxes in this insider filing?

GXO withheld 5,776 shares of common stock for taxes. These shares were retained by the company at $55.76 per share to satisfy tax obligations arising from the vesting and settlement of restricted stock units on March 7 and March 9, 2026.

What equity compensation changes did GXO (GXO) report for its CHRO?

GXO reported RSU vesting and conversion for its Chief Human Resources Officer. Restricted stock units representing 10,499 underlying shares of GXO common stock vested and were settled as scheduled, with part of the resulting shares withheld to cover associated tax liabilities.

How many GXO (GXO) shares does Corinna Refsgaard hold after these transactions?

After these transactions, Corinna Refsgaard holds 6,983 GXO shares directly. This figure reflects her direct ownership of common stock following RSU vesting, conversion into shares, and the company’s withholding of 5,776 shares to pay related tax obligations.

What do the RSUs in the GXO (GXO) Form 4 represent for the insider?

Each RSU represents a contingent right to GXO stock or cash. The filing explains that every RSU can settle into one share of GXO common stock or a cash amount equal to its fair market value when vesting conditions are satisfied.