GXO Logistics (NYSE: GXO) CCO nets shares after RSU vesting

Rhea-AI Filing Summary

GXO Logistics Chief Communications Officer Elizabeth Fogarty reported equity award activity tied to previously granted performance-based awards. On January 15, 2026, 3,544 restricted stock units (RSUs) converted into an equal number of GXO common shares at an exercise price of $0, reflecting the vesting of PSUs granted in March 2022 that had met their performance criteria and then became time-based RSUs.

On the same date, 1,796 shares of common stock were withheld by GXO at $56.93 per share to cover tax obligations related to this vesting, and the filing states that no shares were sold and there were no open market or discretionary transactions. After these events, Fogarty directly held 8,133 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

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 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 Communications Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		3,544	A	$0	9,929	D
Common Stock	01/15/2026		F(1)		1,796	D(1)	$56.93	8,133	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)	01/15/2026		M			3,544	(3)	(3)	Common Stock	3,544	$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 January 15, 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. On March 30, 2022, 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 on March 6, 2025. Such PSUs converted to time-based RSUs that vested on January 15, 2026, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	01/20/2026
	** 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.

FAQ

What insider transactions did GXO (GXO) disclose for Elizabeth Fogarty?

The filing shows that on January 15, 2026, Chief Communications Officer Elizabeth Fogarty had 3,544 RSUs convert into GXO common stock at $0 exercise price, and 1,796 shares were withheld by GXO to cover taxes related to the vesting.

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

No. A footnote explains that no shares were sold by the reporting person. The 1,796 shares marked with code F were withheld by GXO at $56.93 per share solely to fund tax liabilities from the RSU vesting, with no discretionary or open market sales.

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

Following the RSU conversion and tax withholding on January 15, 2026, Elizabeth Fogarty directly beneficially owned 8,133 shares of GXO common stock.

What equity awards vested for the GXO (GXO) Chief Communications Officer?

The filing states that performance share units granted on March 30, 2022 were earned based on performance certified on March 6, 2025, then converted to time-based RSUs. These RSUs vested and were settled into 3,544 GXO common shares on January 15, 2026.

What does each RSU represent in the GXO (GXO) Form 4?

Each restricted stock unit 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 GXO share.

What is the role of Elizabeth Fogarty at GXO (GXO) according to this filing?

According to the Form 4, Elizabeth Fogarty is an officer of GXO Logistics, Inc., serving as the company’s Chief Communications Officer, and is not a director or 10% owner.