GXO Logistics (NYSE: GXO) withholds 4,604 CEO shares for taxes, not market sale

Rhea-AI Filing Summary

GXO Logistics, Inc. (GXO) reported equity compensation activity for Chief Executive Officer Patrick Michael Kelleher. On August 19, 2026, 9,935 Restricted Stock Units (RSUs) vested and were converted into the same number of shares of common stock, part of an award that vests in three equal annual installments on August 19, 2026, 2027, and 2028. Following this vesting, Kelleher held 19,870 RSUs. On August 20, 2026, 4,604 common shares were withheld by GXO at $46.63 per share to fund tax liability related to the RSU vesting; no shares were sold in the open market and there were no discretionary transactions.

Insider Trade Summary

Net Buyer: 5,331 shares

Net Buy 3 txns

Insider Kelleher Patrick Michael

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	4,604	$46.63	$215K
Exercise	Restricted Stock Units F2, F3	9,935	$0.00	$0.00
Exercise	Common Stock	9,935	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 19,870 shares (Direct); Common Stock — 5,331 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 on August 19, 2026, as originally scheduled, and were settled on August 20, 2026, 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. These RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, subject to the Reporting Person's continued employment with GXO.

Key Figures

Shares withheld for taxes: 4,604 shares Withholding price per share: $46.63 per share RSUs vested: 9,935 RSUs +2 more

5 metrics

Shares withheld for taxes 4,604 shares Common stock withheld on August 20, 2026, to fund tax liability

Withholding price per share $46.63 per share Price used for 4,604 shares withheld to cover tax liability

RSUs vested 9,935 RSUs RSUs vested and converted into common stock on August 19, 2026

RSUs remaining after transaction 19,870 RSUs Total RSUs held following the reported RSU vesting transaction

RSU vesting schedule Three equal annual installments On August 19, 2026, 2027, and 2028, subject to continued employment

Key Terms

Restricted Stock Units, tax liability, contingent right, fair market value

4 terms

Restricted Stock Units financial

"These RSUs vest in three equal annual installments on August 19, 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.

tax liability financial

"shares were withheld by GXO Logistics, Inc. to fund tax liability..."

contingent right financial

"Each RSU represents a contingent right to receive either one share..."

fair market value financial

"a cash payment equal to the fair market value of one share..."

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

What equity transactions did GXO (GXO) CEO Patrick Michael Kelleher report on this Form 4?

Kelleher reported the vesting and conversion of 9,935 RSUs into common stock on August 19, 2026, and the withholding of 4,604 shares on August 20, 2026, to cover tax liability associated with that vesting.

Did the GXO (GXO) CEO sell any shares in the open market in this Form 4?

No. A footnote states that no shares were sold by the reporting person and that the 4,604 shares were withheld by GXO solely to fund tax liability from RSU vesting, with no discretionary or open market sales.

How many GXO (GXO) Restricted Stock Units vested for the CEO and when?

A total of 9,935 RSUs vested for Patrick Michael Kelleher on August 19, 2026, as originally scheduled, and were settled on August 20, 2026, according to the footnotes.

How many RSUs remain outstanding for the GXO (GXO) CEO after this transaction?

After the reported vesting event, Kelleher had 19,870 Restricted Stock Units remaining, as shown in the derivative holdings following the RSU transaction.

At what price were GXO (GXO) shares withheld to cover the CEO’s tax liability?

GXO withheld 4,604 shares of common stock at a price of $46.63 per share on August 20, 2026, to fund tax liability related to the vesting and settlement of the RSUs.

Are the GXO (GXO) CEO’s reported transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as being pursuant to such a plan, and the footnote explains the activity as tax withholding on RSU vesting rather than pre-planned market trades.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/21/2026 - 04:39 PM Accepted by SEC EDGAR 08/21/2026 - 04:38 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^*

Kelleher Patrick Michael

(Last) (First) (Middle)

C/O GXO LOGISTICS, INC.

TWO AMERICAN LANE

(Street)

GREENWICH CONNECTICUT 06831

(City) (State) (Zip)

UNITED STATES

(Country)

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 Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/19/2026		M		9,935	A	$0	9,935	D
Common Stock	08/20/2026		F(1)		4,604	D(1)	$46.63	5,331	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)	08/19/2026		M			9,935	(3)	(3)	Common Stock	9,935	$0	19,870	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 on August 19, 2026, as originally scheduled, and were settled on August 20, 2026, 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. These RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	08/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)