GXO Logistics (NYSE: GXO) CLO gains shares, covers taxes via RSUs

Rhea-AI Filing Summary

GXO Logistics, Inc. Chief Legal Officer Karlis Kirsis reported routine equity compensation activity. On March 7, 2026, restricted stock units (RSUs) vested and were settled on March 9, 2026, converting into GXO common shares as originally scheduled.

Kirsis acquired a total of 13,274 shares of common stock through RSU exercises, and 6,240 shares were withheld at a price of $55.76 per share to cover tax liabilities. A footnote states that no shares were sold and there were no discretionary or open‑market transactions. Following these events, Kirsis directly owns 51,126 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^*

Kirsis Karlis

(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 Legal 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		3,239	A	$0	47,331	D
Common Stock	03/07/2026		M		4,348	A	$0	51,679	D
Common Stock	03/07/2026		M		5,687	A	$0	57,366	D
Common Stock	03/09/2026		F(1)		6,240	D(1)	$55.76	51,126	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			3,239	(3)	(3)	Common Stock	3,239	$0	3,240	D
Restricted Stock Units	(2)	03/07/2026		M			4,348	(4)	(4)	Common Stock	4,348	$0	4,347	D
Restricted Stock Units	(2)	03/07/2026		M			5,687	(5)	(5)	Common Stock	5,687	$0	11,374	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 GXO.

Remarks:

	/s/ Karlis P. Kirsis	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 did GXO (GXO) insider Karlis Kirsis report in this Form 4?

Karlis Kirsis reported RSU vesting that converted into GXO common stock and a related tax withholding. The filing shows routine equity compensation activity rather than discretionary trading, with no open-market share sales disclosed in the transactions or footnotes.

How many GXO common shares did Karlis Kirsis acquire through RSU exercises?

Karlis Kirsis acquired 13,274 GXO common shares through exercises of restricted stock units. These exercises reflect scheduled vesting rather than open-market purchases, increasing his direct equity stake as part of his compensation package with GXO Logistics, Inc.

Were any GXO (GXO) shares sold by Karlis Kirsis in this Form 4?

No shares were sold by Karlis Kirsis. A footnote explains that 6,240 shares were withheld by GXO Logistics, Inc. solely to fund tax liabilities from RSU vesting, and confirms there were no discretionary transactions or open‑market sales involved.

How many GXO Logistics shares does Karlis Kirsis hold after these transactions?

After these transactions, Karlis Kirsis directly holds 51,126 GXO common shares. This post‑transaction balance reflects the net result of RSU vesting, exercises into common stock, and shares withheld by GXO to cover the related tax obligations.

What role do restricted stock units (RSUs) play in this GXO Form 4 filing?

Restricted stock units are the core of this filing. RSUs vested on March 7, 2026 and were settled on March 9, 2026 into GXO common shares, with some shares withheld to cover taxes. This represents scheduled compensation, not discretionary stock market trading.