GXO (NYSE: GXO) Chief Accounting Officer reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

GXO Logistics Chief Accounting Officer Paul Blanchett reported equity award activity, not an open-market trade. On January 15, 2026, 2,953 Restricted Stock Units (RSUs) vested and were converted into the same number of GXO common shares at $0 exercise price, increasing his directly held common stock to 20,789 shares.

To cover tax withholding on this vesting, 1,495 shares of common stock were withheld by GXO at a price of $56.93 per share, reducing his direct holdings to 19,294 shares. The footnotes clarify that no shares were sold by Blanchett in the market; all activity was related to the scheduled vesting and tax settlement of RSUs originally derived from performance share units granted in 2022.

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)
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		2,953	A	$0	20,789	D
Common Stock	01/15/2026		F(1)		1,495	D(1)	$56.93	19,294	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			2,953	(3)	(3)	Common Stock	2,953	$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).
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FAQ

What insider transaction did GXO (GXO) Chief Accounting Officer Paul Blanchett report?

Paul Blanchett reported the vesting and settlement of 2,953 Restricted Stock Units (RSUs) into GXO common stock on January 15, 2026, along with related tax withholding in shares.

Did GXO (GXO) officer Paul Blanchett sell any shares in the open market?

According to the footnotes, no shares were sold by the reporting person. The 1,495 shares shown as a disposition were withheld by GXO to fund tax liability on the RSU vesting, with no discretionary trades or open market sales.

How many GXO (GXO) shares does Paul Blanchett own after this Form 4 transaction?

After the RSU vesting and tax share withholding, Paul Blanchett directly beneficially owns 19,294 shares of GXO common stock.

What are the details of the RSUs reported by GXO (GXO) insider Paul Blanchett?

The filing shows 2,953 RSUs with a $0 exercise price converting into 2,953 GXO common shares on January 15, 2026. Each RSU provided a contingent right to receive either one share of GXO common stock or a cash amount equal to its fair market value.

Where did the RSUs reported by GXO (GXO) Chief Accounting Officer originate?

The footnotes state that on March 30, 2022, Blanchett received Performance Share Units (PSUs). After performance criteria were certified on March 6, 2025, the earned PSUs converted into time-based RSUs that vested on January 15, 2026, subject to continued employment.

What was the tax withholding price used for GXO (GXO) shares on this Form 4?

The filing reports that 1,495 GXO common shares were withheld to cover taxes at a price of $56.93 per share on January 15, 2026.