GXO Logistics CAO settles RSUs, tax withholding

GXO Logistics, Inc. reported that Chief Accounting Officer Paul Blanchett settled 2,953 Restricted Stock Units into an equal number of common shares on January 15, 2026, following performance-based PSUs granted March 30, 2022 and certified March 6, 2025.

Rhea-AI Filing Summary

GXO Logistics, Inc. reported that Chief Accounting Officer Paul Blanchett settled 2,953 Restricted Stock Units into an equal number of common shares on January 15, 2026, following performance-based PSUs granted March 30, 2022 and certified March 6, 2025. GXO withheld 1,495 shares at $56.93 per share to cover tax liability related to this vesting, with no open-market sales or discretionary trades. After these transactions, he holds 19,294 shares of GXO common stock directly.

Insider Trade Summary

2,953 shares exercised/converted

Exercise 3 txns

Insider Blanchett Paul

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,953	$0.00	$0.00
Exercise	Common Stock	2,953	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,495	$56.93	$85K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 19,294 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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.

Key Figures

RSUs settled: 2,953 shares Shares withheld for taxes: 1,495 shares Tax withholding price: $56.93 per share +1 more

4 metrics

RSUs settled 2,953 shares Restricted Stock Units converted into common stock on January 15, 2026

Shares withheld for taxes 1,495 shares Shares withheld by GXO Logistics at $56.93 per share to cover tax liability

Tax withholding price $56.93 per share Per-share value used when GXO withheld shares for RSU-related taxes

Post-transaction holdings 19,294 shares Common stock held directly by Paul Blanchett after the reported transactions

Key Terms

Restricted Stock Units, Performance Share Units, tax liability

3 terms

Restricted Stock Units financial

"These RSUs vested and were settled on January 15, 2026"

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.

Performance Share Units financial

"On March 30, 2022, the Reporting Person was granted Performance Share Units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax liability financial

"shares were withheld by GXO Logistics to fund tax liability attributable to the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What RSU activity did GXO (GXO) report for Paul Blanchett?

GXO Logistics reported that Chief Accounting Officer Paul Blanchett settled 2,953 RSUs into common stock on January 15, 2026. These RSUs came from performance-based PSUs granted in 2022, certified in 2025, then converted to time-based awards subject to continued employment.

How many GXO (GXO) shares were withheld for Paul Blanchett's taxes, and at what price?

To fund tax liability on the RSU vesting, GXO withheld 1,495 shares of common stock from Paul Blanchett at $56.93 per share. According to the disclosure, these were share withholdings by the company, not discretionary open‑market sales.

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

No. The filing states that no shares were sold by Paul Blanchett. Instead, GXO Logistics withheld shares to satisfy tax obligations related to the RSU vesting, and there were no discretionary transactions or open‑market sales associated with this event.

How were Paul Blanchett's GXO (GXO) PSUs converted and vested?

On March 30, 2022, Paul Blanchett received performance share units whose vesting depended on meeting performance criteria. The company certified results on March 6, 2025; the earned PSUs then converted into time-based RSUs that fully vested and settled on January 15, 2026.

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

After the reported RSU settlement and tax withholding, Paul Blanchett holds 19,294 shares of GXO common stock directly. This post‑transaction holding reflects his remaining equity position as Chief Accounting Officer following the January 15, 2026 vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/20/2026 - 04:43 PM Learn about SEC filing dates

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^*

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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