GXO Logistics (NYSE: GXO) CCO receives 3,507 RSUs vesting 2027–2029

Rhea-AI Filing Summary

GXO Logistics Chief Commercial Officer Karen Bomber Bellum reported an equity compensation award in the form of 3,507 restricted stock units (RSUs) granted on January 26, 2026. Each RSU represents the right to receive either one share of GXO common stock or a cash amount equal to its fair market value.

The 3,507 RSUs vest in three equal annual installments on January 26, 2027, January 26, 2028, and January 26, 2029, contingent on her continued employment with GXO. Following this grant, she beneficially owns 3,507 derivative securities directly.

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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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^*

Bomber Karen Bellum

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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)	01/26/2026		A		3,507		(2)	(2)	Common Stock	3,507	$0	3,507	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 January 26, 2027, January 26, 2028, and January 26, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	01/28/2026
	** 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 did GXO (GXO) Chief Commercial Officer report in this Form 4?

The filing shows the Chief Commercial Officer received 3,507 restricted stock units (RSUs) on January 26, 2026. These RSUs are a form of equity compensation, giving a future right to GXO common stock or its cash equivalent, subject to vesting conditions.

How many GXO (GXO) restricted stock units were granted in this transaction?

The transaction reports a grant of 3,507 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of GXO common stock or a cash payment equal to that share’s fair market value, as described in the filing’s explanatory footnote.

What is the vesting schedule for the 3,507 GXO (GXO) RSUs?

The 3,507 RSUs vest in three equal annual installments. Vesting dates are January 26, 2027, January 26, 2028, and January 26, 2029, and each installment is conditioned on the reporting person’s continued employment with GXO through the applicable vesting date.

What does each GXO (GXO) restricted stock unit represent in this Form 4?

Each RSU 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. The company can settle the award in stock or cash, as outlined in the footnote description.

What is the ownership status of the GXO (GXO) RSUs after this grant?

After the reported transaction, the filing indicates the reporting person beneficially owns 3,507 derivative securities, all in the form of RSUs. The ownership form is listed as direct, meaning these units are held directly rather than through an intermediary entity or account.

Was there a purchase price for the GXO (GXO) RSUs granted?

The Form 4 shows the RSUs with a price of $0.00 per unit, indicating they were granted as compensation rather than purchased in the open market. Value to the holder depends on future GXO share prices when the RSUs vest and settle.