GXO (NYSE: GXO) executive nets shares after RSUs vest and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics Chief Communications Officer Elizabeth Fogarty reported routine equity compensation activity tied to previously granted restricted stock units. On April 1, 2026, 937 RSUs vested and were converted into 937 shares of GXO common stock as originally scheduled under the award terms.

To cover tax liability from this vesting, 435 of those shares were automatically withheld by GXO at $51.85 per share, rather than sold in the open market. Net, Fogarty added 502 shares, bringing her direct common stock holdings to 15,929 shares following these transactions, with no discretionary trades or open market sales.

Insider Trade Summary

937 shares exercised/converted

Mixed 3 txns

Insider Fogarty Elizabeth

Role Chief Communications Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	937	$0.00	--
Exercise	Common Stock	937	$0.00	--
Tax Withholding	Common Stock	435	$51.85	$23K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 16,364 shares (Direct)

Footnotes (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 and were settled on April 1, 2026, as originally scheduled, and there were no related discretionary transactions or open market sales. 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. These RSUs vested in four equal annual installments on April 1, 2023, April 1, 2024, April 1, 2025, and April 1, 2026, subject to the Reporting Person's continued employment with the Issuer.

Key Figures

RSUs vested and settled: 937 units Shares withheld for taxes: 435 shares Tax withholding price: $51.85 per share +2 more

5 metrics

RSUs vested and settled 937 units Restricted Stock Units converted to GXO common stock on April 1, 2026

Shares withheld for taxes 435 shares Common stock withheld by GXO at $51.85 per share to fund tax liability

Tax withholding price $51.85 per share Value used when 435 GXO common shares were withheld for tax obligations

Shares held after transactions 15,929 shares Elizabeth Fogarty’s direct GXO common stock holdings following April 1, 2026 events

Net shares added 502 shares RSUs vested (937) minus shares withheld for taxes (435) on April 1, 2026

Key Terms

Restricted Stock Units, tax liability, vesting and settlement, contingent right, +2 more

6 terms

Restricted Stock Units financial

"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")"

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.

tax liability financial

"These shares were withheld by GXO Logistics, Inc. ("GXO") to fund tax liability attributable to the vesting and settlement of the Restricted Stock Units"

vesting and settlement financial

"These RSUs vested and were settled on April 1, 2026, as originally scheduled"

contingent right financial

"Each RSU represents a contingent right to receive, either (i) one share of GXO common stock"

fair market value financial

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

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.

annual installments financial

"These RSUs vested in four equal annual installments on April 1, 2023, April 1, 2024, April 1, 2025, and April 1, 2026"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:43 PM

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^*

Fogarty Elizabeth

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		M		937	A	$0	16,364	D
Common Stock	04/01/2026		F⁽¹⁾		435	D⁽¹⁾	$51.85	15,929	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	⁽²⁾	04/01/2026		M			937	⁽³⁾	⁽³⁾	Common Stock	937	$0	0	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 and were settled on April 1, 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 vested in four equal annual installments on April 1, 2023, April 1, 2024, April 1, 2025, and April 1, 2026, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	04/02/2026
	** 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) executive Elizabeth Fogarty report in this Form 4?

Elizabeth Fogarty reported the vesting and settlement of 937 restricted stock units into GXO common shares. As part of this routine compensation event, some shares were automatically withheld to cover taxes, with no discretionary or open market sales disclosed.

How many GXO Logistics RSUs vested for Elizabeth Fogarty?

A total of 937 restricted stock units vested and were settled into GXO common stock. These RSUs were part of an award that vested in four equal annual installments, completing on April 1, 2026, subject to continued employment with the company.

Were any GXO shares sold on the open market in this Form 4?

No open market sales occurred. The filing specifies that 435 shares were withheld by GXO to fund tax liabilities from RSU vesting, and that there were no related discretionary transactions or open market sales executed by Elizabeth Fogarty.

How many GXO shares were withheld to cover Elizabeth Fogarty’s taxes?

GXO withheld 435 shares of common stock at $51.85 per share to fund tax liabilities from the RSU vesting. This is recorded under transaction code F, which denotes payment of tax obligations by delivering securities back to the issuer.

What are GXO restricted stock units as described in Fogarty’s filing?

Each restricted stock unit represents a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value. These units vest over time, subject to continued employment, and then settle into stock or cash.

How many GXO shares does Elizabeth Fogarty hold after these transactions?

After the April 1, 2026 transactions, Elizabeth Fogarty directly holds 15,929 shares of GXO common stock. This reflects the RSU vesting and the automatic tax withholding, with no discretionary buying or selling reported in the Form 4.