Director at GXO Logistics (NYSE: GXO) exercises 2,915 RSUs into common shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics director Michael Kneeland increased his direct stake through RSU vesting. On May 13, 2026, 2,915 Restricted Stock Units converted into 2,915 shares of GXO common stock as part of his equity compensation. Following this derivative exercise, he directly holds 6,587 GXO common shares. The RSUs represented a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value and vested in full on that date.

Insider Trade Summary

2,915 shares exercised/converted

Mixed 2 txns

Insider KNEELAND MICHAEL

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,915	$0.00	--
Exercise	Common Stock	2,915	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 6,587 shares (Direct, null)

Footnotes (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. The RSUs vested in full on May 13, 2026.

Key Figures

RSUs exercised: 2,915 units Common shares acquired: 2,915 shares Shares owned after transaction: 6,587 shares +3 more

6 metrics

RSUs exercised 2,915 units Restricted Stock Units converted on May 13, 2026

Common shares acquired 2,915 shares Common stock received from RSU conversion on May 13, 2026

Shares owned after transaction 6,587 shares Total direct GXO common stock holdings following RSU conversion

RSU settlement right 1 share or cash per RSU Each RSU deliverable in stock or cash at fair market value

Transaction code M Indicates exercise or conversion of derivative security

Transaction date May 13, 2026 Vesting and conversion date for the 2,915 RSUs

Key Terms

Restricted Stock Units, contingent right, fair market value, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each RSU represents a contingent right to receive either one share or cash..."

fair market value financial

"or (ii) a cash payment equal to the fair market value of one share..."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 08:23 AM

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
Estimated average burden
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^*

KNEELAND MICHAEL

(Last)

(First)

(Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH

CONNECTICUT

06831

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GXO Logistics, Inc. [ GXO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2026		M		2,915	A	$0	6,587	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/13/2026		M			2,915	⁽²⁾	⁽²⁾	Common Stock	2,915	$0	0	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. The RSUs vested in full on May 13, 2026.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/15/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did GXO (GXO) director Michael Kneeland report in this Form 4 filing?

Michael Kneeland reported the vesting and conversion of 2,915 Restricted Stock Units into 2,915 GXO common shares. This derivative exercise reflects equity compensation vesting, not an open-market stock purchase or sale, and increases his directly held common stock position.

How many GXO (GXO) shares did Michael Kneeland acquire through RSU conversion?

He acquired 2,915 GXO common shares through the conversion of 2,915 Restricted Stock Units. These RSUs represented a contingent right to stock or cash and vested in full on May 13, 2026, triggering the derivative exercise into common shares.

What are Restricted Stock Units (RSUs) in the context of GXO (GXO)?

For GXO, each RSU is a contingent right to receive either one share of GXO common stock or a cash payment equal to the share’s fair market value. These awards typically vest over time, at which point they convert into stock or cash.

When did Michael Kneeland’s GXO (GXO) RSUs vest?

His Restricted Stock Units vested in full on May 13, 2026. On that vesting date, 2,915 RSUs converted into 2,915 GXO common shares, as reflected in the Form 4, moving value from derivative form into directly held common stock.

How many GXO (GXO) shares does Michael Kneeland own after this transaction?

After the RSU conversion, Michael Kneeland directly owns 6,587 GXO common shares. The Form 4 shows 2,915 shares added through the derivative exercise, bringing his post-transaction direct ownership to that reported total amount of common stock.

Was this GXO (GXO) Form 4 transaction an open-market trade?

No, the filing shows a derivative exercise of Restricted Stock Units, not an open-market buy or sell. The transaction code “M” indicates conversion of RSUs into common shares as equity compensation, rather than a discretionary market purchase or sale.