GXO (GXO) CFO Oran Baris earns 24,916 RSUs from performance share award

Rhea-AI Filing Summary

GXO Logistics Chief Financial Officer Oran Baris reported an acquisition of 24,916 Restricted Stock Units. These RSUs were earned from Performance Share Units granted on March 7, 2023, after performance criteria were certified effective March 1, 2026. The earned PSUs converted into time-based RSUs that are scheduled to vest on January 15, 2027, contingent on Baris’s continued employment. Each RSU represents the right to receive one share of GXO common stock or an equivalent cash amount.

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^*

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)
03/01/2026

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		24,916		(2)	(2)	Common Stock	24,916	$0	24,916	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. On March 7, 2023, the Reporting Person was granted Performance Share Units ("PSUs"), the vesting of which was subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria which were certified effective March 1, 2026. Such PSUs converted to time-based RSUs that will vest on January 15, 2027, 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.
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FAQ

What insider transaction did GXO (GXO) Chief Financial Officer Oran Baris report?

Oran Baris reported acquiring 24,916 Restricted Stock Units. These units were earned from earlier Performance Share Units after performance goals were certified and then converted into time-based RSUs that are scheduled to vest on January 15, 2027, subject to continued employment.

How many GXO (GXO) Restricted Stock Units did the CFO acquire and at what price?

The CFO acquired 24,916 Restricted Stock Units at a stated price of $0.00 per unit. These RSUs stem from previously granted Performance Share Units that were earned based on performance criteria and then converted into time-based RSUs with future vesting conditions.

What are the vesting terms for the 24,916 RSUs reported by GXO (GXO)’s CFO?

The 24,916 Restricted Stock Units will vest on January 15, 2027. Vesting is conditioned on Oran Baris’s continued employment with GXO, following the certification of performance criteria that converted the original Performance Share Units into time-based RSUs.

How were the Performance Share Units converted into RSUs for GXO (GXO)’s CFO?

Performance Share Units granted on March 7, 2023 were tied to specific performance criteria. After those criteria were certified effective March 1, 2026, the earned PSUs converted into 24,916 time-based Restricted Stock Units, which will vest at a later date subject to continued employment.

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

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 actual settlement form may be stock or cash at the company’s determination.

Does the GXO (GXO) CFO’s RSU award involve immediate cash payments or open-market purchases?

The RSU award does not reflect an open-market purchase; it is a grant/award acquisition. Each unit represents a contingent right to future stock or cash value, subject to vesting conditions and continued employment rather than an immediate cash outlay.