GXO Logistics (NYSE: GXO) CLO logs 5,906 RSUs vesting and tax share withholding

Rhea-AI Filing Summary

GXO Logistics Chief Legal Officer reports RSU vesting and tax withholding. On January 15, 2026, Chief Legal Officer Karlis Kirsis had 5,906 Restricted Stock Units convert into an equal number of GXO common shares at an exercise price of $0. These RSUs were earned from previously granted performance share units after performance criteria were certified in March 2025.

To cover related tax obligations, 2,776 shares were withheld by GXO at a price of $56.93 per share, and the footnotes state that no shares were sold by the reporting person in the market and there were no discretionary transactions. After these transactions, Kirsis directly owned 44,092 shares of GXO common stock.

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

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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^*

Kirsis Karlis

(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 Legal 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		5,906	A	$0	46,868	D
Common Stock	01/15/2026		F(1)		2,776	D(1)	$56.93	44,092	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			5,906	(3)	(3)	Common Stock	5,906	$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	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.

FAQ

What did GXO (GXO) Chief Legal Officer Karlis Kirsis report on this Form 4?

The Form 4 shows that 5,906 Restricted Stock Units held by Chief Legal Officer Karlis Kirsis vested and converted into GXO common stock on January 15, 2026, with related tax withholding but no open market sales.

How many GXO shares did Karlis Kirsis receive and how many were withheld for taxes?

Kirsis received 5,906 shares of GXO common stock from vested RSUs, and 2,776 shares were withheld by GXO at $56.93 per share to fund tax liabilities associated with the vesting.

Did Karlis Kirsis sell any GXO (GXO) shares in the market according to this filing?

No. A footnote explains that no shares were sold by the reporting person; the 2,776 shares shown under code F were withheld by GXO solely to cover tax obligations, with no discretionary or open market sales.

What is the origin of the RSUs that vested for GXO’s Chief Legal Officer?

The vested 5,906 RSUs came from Performance Share Units granted on March 30, 2022. After performance criteria were certified on March 6, 2025, those PSUs converted into time-based RSUs that vested on January 15, 2026.

How many GXO shares does Karlis Kirsis own after the reported transactions?

Following the RSU vesting and tax withholding on January 15, 2026, Karlis Kirsis directly owned 44,092 shares of GXO common stock.

What does each GXO Restricted Stock Unit (RSU) 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 share of GXO common stock.