GXO (GXO) chief accounting officer earns 4,944 performance-based RSUs

Rhea-AI Filing Summary

GXO Logistics, Inc. reported that Chief Accounting Officer Paul Blanchett acquired 4,944 Restricted Stock Units as equity compensation. These units were earned from Performance Share Units granted on March 7, 2023, after performance criteria were certified as achieved effective March 1, 2026. The earned PSUs converted into time-based RSUs that are scheduled to vest on January 15, 2027, contingent on his continued employment with GXO. Each RSU represents either one share of GXO common stock or an equivalent cash payment based on 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^*

Blanchett Paul

(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 Accounting 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		4,944		(2)	(2)	Common Stock	4,944	$0	4,944	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.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did GXO (GXO) report for Paul Blanchett?

GXO reported that Chief Accounting Officer Paul Blanchett received 4,944 Restricted Stock Units as equity compensation. These units stem from previously granted performance-based awards that were earned after meeting defined criteria and then converted into time-based RSUs scheduled to vest in 2027.

How many Restricted Stock Units did GXO (GXO) grant in this Form 4?

The filing shows a grant of 4,944 Restricted Stock Units to Chief Accounting Officer Paul Blanchett. These RSUs were earned from earlier Performance Share Units and now vest over time, aligning compensation with both past performance and continued employment at GXO Logistics.

What are the vesting terms of Paul Blanchett’s RSUs at GXO (GXO)?

The 4,944 RSUs will vest on January 15, 2027, subject to Blanchett’s continued employment with GXO. They originated from Performance Share Units whose performance criteria were certified as achieved effective March 1, 2026, then converted into these time-based awards.

What performance period led to the RSU award disclosed by GXO (GXO)?

The RSUs came from Performance Share Units granted on March 7, 2023, after achieving specified performance criteria. Those criteria were certified effective March 1, 2026, resulting in 4,944 earned PSUs that converted into RSUs with a future time-based vesting date tied to continued employment.

What does each Restricted Stock Unit represent in GXO (GXO)’s Form 4?

Each RSU represents a right to receive either one share of GXO common stock or a cash payment equal to the share’s fair market value. The actual delivery occurs at vesting, providing equity-linked compensation rather than immediate cash or stock transfer.