GXO Logistics (NYSE: GXO) CEO granted 22,283 RSUs in equity award

Rhea-AI Filing Summary

GXO Logistics, Inc. reported that Chief Executive Officer Patrick Michael Kelleher acquired 22,283 Restricted Stock Units as a grant on March 1, 2026. Each RSU represents the right to receive either one share of GXO common stock or a cash payment equal to its fair market value. These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, conditioned on his continued employment with GXO.

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^*

Kelleher Patrick Michael

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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)	03/01/2026		A		22,283		(2)	(2)	Common Stock	22,283	$0	22,283	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 March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transaction did GXO CEO Patrick Kelleher report on Form 4 for GXO?

Patrick Kelleher reported an acquisition of 22,283 Restricted Stock Units as a grant. The RSUs were awarded on March 1, 2026 and represent equity-based compensation tied to GXO common stock or its cash equivalent.

How many Restricted Stock Units did the GXO CEO receive in this Form 4 filing?

The GXO CEO received 22,283 Restricted Stock Units in this transaction. This equity grant adds to his long-term incentive compensation and aligns his interests with GXO shareholders through stock- or cash-settled awards.

How do the GXO CEO’s Restricted Stock Units from this Form 4 vest over time?

The 22,283 RSUs vest in three equal annual installments. Vesting occurs on March 1, 2027, March 1, 2028, and March 1, 2029, and is subject to Patrick Kelleher’s continued employment with GXO Logistics, Inc.

What does each GXO Restricted Stock Unit granted to the CEO represent?

Each RSU represents a contingent right to receive one GXO common share or cash equal to its fair market value. Settlement form is determined under the award’s terms, giving GXO flexibility while tying value to the company’s stock price.

Was the GXO CEO’s RSU grant in this Form 4 a market purchase or a compensation award?

The RSU transaction is a grant or award acquisition, not an open-market purchase. It reflects equity compensation provided by GXO Logistics, Inc. to Chief Executive Officer Patrick Kelleher on March 1, 2026.

Does the GXO CEO need to remain employed for the new RSUs to vest?

Yes. Vesting of the RSUs on March 1, 2027, March 1, 2028, and March 1, 2029 is subject to the reporting person’s continued employment with GXO, reinforcing long-term retention incentives.