GXO Logistics (NYSE: GXO) awards 23,198 RSUs to legal chief

Rhea-AI Filing Summary

GXO Logistics Chief Legal Officer Karlis Kirsis reported two equity awards in the form of Restricted Stock Units (RSUs). On March 1, 2026, he acquired 12,852 RSUs that were earned from Performance Share Units granted in 2023, after performance criteria were certified. These PSUs converted to time-based RSUs that will vest on January 15, 2027, subject to his continued employment. He also received a separate grant of 10,346 RSUs that will vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, also contingent on continued employment. Each RSU represents a right to receive either one share of GXO common stock or a cash payment equal to its fair market value.

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)
03/01/2026

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		12,852		(2)	(2)	Common Stock	12,852	$0	12,852	D
Restricted Stock Units	(1)	03/01/2026		A		10,346		(3)	(3)	Common Stock	10,346	$0	10,346	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.

3. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis	03/03/2026
	** 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.
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FAQ

What insider transaction did GXO (GXO) report for Karlis Kirsis?

GXO reported that Chief Legal Officer Karlis Kirsis acquired two equity awards in Restricted Stock Units. One award came from earned Performance Share Units, and the other was a new RSU grant, both contingent on his continued employment and subject to future vesting dates.

How many Restricted Stock Units did Karlis Kirsis receive at GXO?

Karlis Kirsis received 12,852 RSUs converted from earned Performance Share Units and an additional 10,346 RSUs as a new grant. These awards represent deferred equity compensation that only delivers GXO shares or cash if the vesting and employment conditions are satisfied.

When do Karlis Kirsis’s RSU awards at GXO vest?

The 12,852 RSUs converted from Performance Share Units vest on January 15, 2027. The 10,346 additional RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, all requiring continued employment at GXO.

What do GXO Restricted Stock Units granted to Karlis Kirsis represent?

Each GXO Restricted Stock Unit represents a contingent right to receive either one share of GXO common stock or a cash payment. The cash amount equals the fair market value of one share at settlement, provided the vesting and employment conditions described in the award are met.

Were Karlis Kirsis’s GXO equity awards open-market purchases or grants?

The transactions were classified as grants or awards, not open-market purchases. The Form 4 uses transaction code “A” and describes them as grant or award acquisitions of Restricted Stock Units provided as part of his compensation rather than shares bought in the market.

Are Karlis Kirsis’s GXO RSUs subject to performance conditions?

The 12,852 RSUs originated from Performance Share Units granted in March 2023, whose vesting depended on meeting performance criteria. After those criteria were certified effective March 1, 2026, the PSUs converted into time-based RSUs, which now vest solely based on continued employment.