[Form 4] GXO Logistics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Patrick Michael Kelleher, Chief Executive Officer of GXO Logistics, Inc. (GXO), was granted 29,805 Restricted Stock Units (RSUs) on 08/19/2025. Each RSU represents a contingent right to receive one share of GXO common stock or a cash payment equal to the fair market value of one share. The RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, conditioned on the reporting persons continued employment with GXO.

The filing reports the 29,805 RSUs as a direct beneficial ownership position following the grant and records the transaction price as $0, consistent with typical equity compensation awards where shares are not purchased by the insider.

Positive

• 29,805 RSUs granted to the CEO, clearly disclosed on Form 4
• Explicit three-year vesting schedule (Aug 19, 2026; Aug 19, 2027; Aug 19, 2028) aligning compensation with continued service
• RSUs convertible to shares or cash, providing flexibility in settlement

Negative

• None.

Insights

Compensation Analyst

TL;DR: CEO received a time-vested award of 29,805 RSUs that vests over three years, aligning pay with continued service.

The grant of 29,805 Restricted Stock Units to the CEO on 08/19/2025 is a standard form of long-term, time-based equity compensation. The award vests in three equal annual installments, which promotes retention by tying value realization to continued employment through 2028. The filing shows these RSUs are reported as direct beneficial ownership and carry no purchase price to the reporting person, indicating a compensation grant rather than a market transaction.

Corporate Governance Expert

TL;DR: The Form 4 documents a routine compensation-related grant with explicit vesting dates and direct ownership reporting.

The disclosure is concise and provides the essential compliance details: grant amount (29,805 RSUs), grant date (08/19/2025), vesting schedule (three equal annual installments on August 19, 2026/2027/2028), and the nature of the RSUs (settlement in stock or cash equal to fair market value). The form is signed by an attorney-in-fact and filed as a single reporting person, meeting Section 16 reporting requirements.

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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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^*

Kelleher Patrick Michael

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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)	08/19/2025		A		29,805		(2)	(2)	Common Stock	29,805	$0	29,805	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 August 19, 2026, August 19, 2027, and August 19, 2028, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	08/25/2025
	** 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 on this Form 4?

The filing reports a grant of 29,805 Restricted Stock Units (RSUs) to Patrick Michael Kelleher, CEO, dated 08/19/2025.

When do the RSUs granted to GXO's CEO vest?

The RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, subject to continued employment.

How will the RSUs be settled according to the Form 4?

Each RSU 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.

Does the Form 4 show any purchase price paid by the reporting person for the RSUs?

The transaction is reported with a $0 price, indicating these RSUs were granted as compensation rather than purchased.

Who signed the Form 4 filing for the reporting person?

The form is signed by Karlis P. Kirsis, Attorney-in-Fact on behalf of the reporting person, dated 08/25/2025.