[Form 4] GXO Logistics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Paul Blanchett, Chief Accounting Officer of GXO Logistics, Inc. (GXO), reported transactions on a Form 4 dated 08/11/2025 covering activity on 08/08/2025. The filing shows a disposition of 17,836 shares of GXO common stock reported with code "V" and the acquisition of 5,961 restricted stock units (RSUs) on the same date.

Each RSU represents a contingent right to one share or a cash payment equal to one share's fair market value, and the RSUs vest in three equal annual installments on August 8, 2026, August 8, 2027 and August 8, 2028, subject to continued employment. The Form is signed by an attorney-in-fact on 08/11/2025.

Positive

• RSU award with multi-year vesting (5,961 RSUs vesting in equal installments on Aug 8, 2026/2027/2028), which supports retention
• Form 4 disclosure filed and signed (attorney-in-fact signature dated 08/11/2025), indicating regulatory reporting compliance

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer reported a share disposition of 17,836 and received 5,961 RSUs that vest over three years; impact appears routine.

The Form 4 shows a reported disposition of 17,836 common shares and the simultaneous grant/acquisition of 5,961 RSUs on 08/08/2025. The RSUs vest in equal annual installments across 2026–2028, which indicates a multi-year retention structure for executive compensation. Absent information on the value of the disposed shares or total holdings, these transactions appear consistent with compensation vesting and routine portfolio management rather than a material signal about company performance.

Corporate Governance Expert

TL;DR: Disclosure filed and signed by attorney-in-fact; transactions reflect equity compensation mechanics and standard reporting practice.

The filing identifies the reporting person as an officer (Chief Accounting Officer) and records both a disposition and an RSU award with explicit vesting dates. The Form 4 was executed by an attorney-in-fact on 08/11/2025, indicating procedural compliance with Section 16 reporting. The RSU terms specify cash-or-stock settlement and multi-year vesting, aligning incentives with continued employment.

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
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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)
08/08/2025

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								17,836	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	(1)	08/08/2025		A		5,961		(2)	(2)	Common Stock	5,961	$0	5,961	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. These RSUs vest in three equal annual installments on August 8, 2026, August 8, 2027, and August 8, 2028, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	08/11/2025
	** 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 transactions were reported on the GXO Form 4 for Paul Blanchett?

The Form 4 reports a disposition of 17,836 shares of GXO common stock and the acquisition of 5,961 RSUs on 08/08/2025.

When do the 5,961 RSUs for GXO vest?

The RSUs vest in three equal annual installments on August 8, 2026, August 8, 2027, and August 8, 2028, subject to continued employment.

What does each RSU represent in the GXO filing?

Each RSU represents a contingent right to one share of GXO common stock or a cash payment equal to the fair market value of one share.

What is Paul Blanchett's role at GXO as reported on the Form 4?

The reporting person is listed as an Officer, specifically the Chief Accounting Officer of GXO Logistics, Inc.

When was the Form 4 for these transactions signed and filed?

The Form 4 bears a signature by an attorney-in-fact dated 08/11/2025.