GXO Logistics (NYSE: GXO) CAO logs RSU vesting and tax withholding

Rhea-AI Filing Summary

GXO Logistics, Inc. Chief Accounting Officer Paul Blanchett reported routine equity compensation activity. On March 7, 2026, multiple tranches of Restricted Stock Units (RSUs) vested and were exercised into a total of 8,429 shares of common stock at a conversion price of $0.00 per share. On March 9, 2026, 3,908 common shares were withheld by GXO at $55.76 per share to cover tax liabilities related to this vesting, with no open market sales or discretionary transactions. Following these events, Blanchett directly owned 25,290 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

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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^*

Blanchett Paul

(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 Accounting 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		1,246	A	$0	22,015	D
Common Stock	03/07/2026		M		3,323	A	$0	25,338	D
Common Stock	03/07/2026		M		1,673	A	$0	27,011	D
Common Stock	03/07/2026		M		2,187	A	$0	29,198	D
Common Stock	03/09/2026		F(1)		3,908	D(1)	$55.76	25,290	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			1,246	(3)	(3)	Common Stock	1,246	$0	1,246	D
Restricted Stock Units	(2)	03/07/2026		M			3,323	(4)	(4)	Common Stock	3,323	$0	3,323	D
Restricted Stock Units	(2)	03/07/2026		M			1,673	(4)	(4)	Common Stock	1,673	$0	1,672	D
Restricted Stock Units	(2)	03/07/2026		M			2,187	(5)	(5)	Common Stock	2,187	$0	4,375	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 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 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).
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FAQ

What insider transaction did GXO (GXO) Chief Accounting Officer Paul Blanchett report?

Paul Blanchett reported RSU vesting and related tax withholding, not an open market trade. Several Restricted Stock Units converted into GXO common stock, and some shares were retained by the company to cover associated tax obligations.

Did GXO (GXO) executive Paul Blanchett sell any shares in this Form 4 filing?

No, Blanchett did not sell shares in the market. GXO withheld 3,908 shares to satisfy tax liabilities from RSU vesting, and the filing explicitly states there were no discretionary transactions or open market sales involved.

How many GXO (GXO) shares were issued from Paul Blanchett’s RSU vesting?

A total of 8,429 RSUs converted into GXO common stock. These units exercised at a conversion price of $0.00 per share, reflecting equity compensation rather than a market purchase by the executive.

What tax-related transaction is disclosed in Paul Blanchett’s GXO (GXO) Form 4?

The company withheld 3,908 GXO common shares at $55.76 per share to fund tax liabilities from the RSU vesting. This is recorded as a tax-withholding disposition rather than an open market sale by Blanchett.

How many GXO (GXO) shares does Paul Blanchett hold after these Form 4 transactions?

After the RSU exercises and tax withholding, Blanchett directly owns 25,290 GXO common shares. This figure reflects his updated post-transaction holdings as reported in the Form 4 filing.

Were Paul Blanchett’s GXO (GXO) RSUs tied to ongoing employment conditions?

Yes, the RSUs vest in scheduled annual installments on March 7 of various years, subject to Blanchett’s continued employment with GXO. Different RSU grants have three- or four-year vesting schedules based on the original award terms.