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GXO Logistics (NYSE: GXO) CFO details RSU vesting and tax withholding

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

GXO Logistics, Inc. Chief Financial Officer Oran Baris reported the vesting and settlement of 16,540 restricted stock units on January 15, 2026. These units were converted into an equal number of shares of GXO common stock at an exercise price of $0.

To cover tax liabilities from this vesting, 7,811 shares of common stock were withheld by GXO at a price of $56.93 per share, and the filing notes that no shares were sold by the reporting person and there were no open market transactions. After these transactions, Baris directly owned 30,327 shares of GXO common stock.

The vested RSUs originated from performance share units granted on March 30, 2022 that became earned based on certified performance on March 6, 2025 and then converted into time-based RSUs that vested on January 15, 2026.

Positive

  • None.

Negative

  • None.
Insider Oran Baris
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 16,540 $0.00 --
Exercise Common Stock 16,540 $0.00 --
Tax Withholding Common Stock 7,811 $56.93 $445K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 38,138 shares (Direct)
Footnotes (1)
  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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Oran Baris
(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 Financial 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 16,540 A $0 38,138 D
Common Stock 01/15/2026 F(1) 7,811 D(1) $56.93 30,327 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 16,540 (3) (3) Common Stock 16,540 $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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GXO (GXO) report for its CFO on January 15, 2026?

GXO Logistics, Inc. reported that Chief Financial Officer Oran Baris had 16,540 restricted stock units vest and settle into GXO common stock on January 15, 2026 at an exercise price of $0 per share.

How many GXO shares were withheld for taxes in the CFO’s Form 4 filing?

The filing states that 7,811 shares of GXO common stock were withheld by GXO to fund tax liabilities related to the RSU vesting, at a price of $56.93 per share, and that no shares were sold by the reporting person.

How many GXO shares does CFO Oran Baris own after these transactions?

Following the reported transactions, Chief Financial Officer Oran Baris directly owned 30,327 shares of GXO common stock, as shown in the Form 4.

Were any open market sales involved in the GXO CFO’s January 2026 Form 4?

No. The footnote explains that no shares were sold by the reporting person. Shares were withheld by GXO solely to cover tax obligations from the RSU vesting, with no discretionary transactions or open market sales.

What do the GXO restricted stock units reported by the CFO represent?

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 share of GXO common stock, as described in the footnotes.

How were performance share units involved in the GXO CFO’s RSU vesting?

The filing notes that on March 30, 2022 the CFO was granted performance share units (PSUs). After performance criteria were certified on March 6, 2025, the earned PSUs converted into time-based RSUs, which then vested on January 15, 2026.