GXO (NYSE: GXO) CFO logs RSU vesting, tax-withholding share disposition

Rhea-AI Filing Summary

GXO Logistics, Inc. Chief Financial Officer Oran Baris reported routine equity compensation activity involving restricted stock units and common stock. On March 7, 2026, multiple blocks of RSUs were exercised into a total of 11,376 shares of common stock at a conversion price of $0.00 per share, reflecting scheduled vesting.

On March 9, 2026, 5,273 shares of common stock were withheld by GXO at $55.76 per share to cover tax liability tied to this RSU vesting, with no open‑market sale and no discretionary trading. After these transactions, Baris directly held 36,430 shares of GXO common stock.

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^*

Oran Baris

(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 Financial 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		2,692	A	$0	33,019	D
Common Stock	03/07/2026		M		3,763	A	$0	36,782	D
Common Stock	03/07/2026		M		4,921	A	$0	41,703	D
Common Stock	03/09/2026		F(1)		5,273	D(1)	$55.76	36,430	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			2,692	(3)	(3)	Common Stock	2,692	$0	2,691	D
Restricted Stock Units	(2)	03/07/2026		M			3,763	(4)	(4)	Common Stock	3,763	$0	3,762	D
Restricted Stock Units	(2)	03/07/2026		M			4,921	(5)	(5)	Common Stock	4,921	$0	9,843	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 annual 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 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 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.
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 did GXO (GXO) CFO Oran Baris report in this Form 4 filing?

The Form 4 shows CFO Oran Baris had restricted stock units vest and convert into common shares, followed by share withholding to cover related tax obligations. These are routine compensation-driven transactions, not open-market buying or selling of GXO stock.

How many GXO (GXO) shares were acquired through RSU vesting in this filing?

The filing reports RSU exercises converting into a total of 11,376 GXO common shares at a conversion price of $0.00 per share. These shares reflect scheduled vesting of multiple RSU grants rather than open-market purchases by the executive.

Why were 5,273 GXO (GXO) shares disposed of in the Form 4?

The 5,273 GXO shares were withheld by the company to fund tax liabilities from RSU vesting and settlement at $55.76 per share. The footnote clarifies no shares were sold on the open market and there were no discretionary trading decisions.

Did GXO (GXO) CFO Oran Baris sell any shares on the open market?

No open-market sales occurred. The filing specifies that all shares labeled as a disposition were withheld by GXO solely to cover tax obligations from RSU vesting, with no related discretionary transactions or open-market sales by the CFO.

What is CFO Oran Baris’s GXO (GXO) shareholding after these transactions?

After the reported RSU exercises and tax withholding, CFO Oran Baris directly holds 36,430 shares of GXO common stock. This figure reflects his updated equity position following the scheduled vesting and associated tax-withholding share disposition.

How do the RSU awards for GXO (GXO) CFO vest over time?

The footnotes explain different RSU grants vest annually in equal installments on March 7 across years such as 2024, 2025, 2026, 2027, and 2028. Continued employment with GXO is required for each remaining installment to vest under these award terms.