Director Byrne exercises 3,265 GXO (NYSE: GXO) RSUs into common stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics director Patrick J. Byrne exercised restricted stock units into common shares as part of his equity compensation. On May 13, 2026, he converted RSUs into a total of 3,265 shares of GXO common stock through two derivative exercises coded "M".

The footnotes state that each RSU was 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, and that these RSUs vested in full on May 13, 2026. Following the vesting and exercises, the RSU positions shown in this filing are reduced to zero.

Insider Trade Summary

3,265 shares exercised/converted

Mixed 4 txns

Insider Byrne Patrick J

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,926	$0.00	--
Exercise	Restricted Stock Units	339	$0.00	--
Exercise	Common Stock	2,926	$0.00	--
Exercise	Common Stock	339	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 2,926 shares (Direct, null)

Footnotes (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. The RSUs vested in full on May 13, 2026.

Key Figures

Shares acquired via RSU exercises: 3,265 shares Number of RSU exercise transactions: 2 exercises Individual RSU blocks converted: 339 and 2,926 units +3 more

6 metrics

Shares acquired via RSU exercises 3,265 shares Total exerciseShares in transactionSummary

Number of RSU exercise transactions 2 exercises exerciseCount in transactionSummary

Individual RSU blocks converted 339 and 2,926 units Restricted Stock Units, May 13, 2026

Transaction date May 13, 2026 All transactions in Form 4

RSU vesting date May 13, 2026 Footnote states RSUs vested in full

RSU positions after exercise 0 units total_shares_following_transaction for RSUs

Key Terms

Restricted Stock Units, contingent right, fair market value, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive..."

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.

contingent right financial

"Each RSU represents a contingent right to receive one share or cash value."

fair market value financial

"or a cash payment equal to the fair market value of one share of GXO Common Stock."

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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Common Stock financial

"underlying_security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 08:25 AM

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^*

Byrne Patrick J

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2026		M		2,926	A	$0	2,926	D
Common Stock	05/13/2026		M		339	A	$0	3,265	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/13/2026		M			2,926	⁽²⁾	⁽²⁾	Common Stock	2,926	$0	0	D
Restricted Stock Units	⁽¹⁾	05/13/2026		M			339	⁽²⁾	⁽²⁾	Common Stock	339	$0	0	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. The RSUs vested in full on May 13, 2026.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GXO (GXO) director Patrick J. Byrne report?

Patrick J. Byrne reported exercising restricted stock units into GXO common stock. On May 13, 2026, he converted RSUs into 3,265 shares as part of his equity compensation, with the derivative RSU positions shown in the filing dropping to zero after vesting.

How many GXO Logistics (GXO) shares were acquired through RSU exercises?

The filing shows exercises totaling 3,265 shares of GXO common stock. These shares came from the conversion of fully vested restricted stock units, reflecting the delivery of equity under Byrne’s compensation awards rather than an open-market purchase or sale.

What do the restricted stock units in the GXO (GXO) Form 4 represent?

Each restricted stock unit represents a contingent right to receive either one share of GXO common stock or a cash payment equal to one share’s fair market value. Upon vesting, the RSUs in this filing were settled by delivering GXO common shares to the reporting person.

When did Patrick J. Byrne’s GXO restricted stock units fully vest?

The footnotes state that the RSUs vested in full on May 13, 2026. On that same date, the units were exercised and converted into 3,265 GXO common shares, and the RSU positions reported in this Form 4 were reduced to zero afterward.

Was the GXO (GXO) Form 4 transaction a market buy or sell?

The Form 4 reflects derivative exercises coded "M," not open-market trades. Byrne received 3,265 GXO shares from vesting RSUs, representing equity compensation delivery rather than an open-market purchase or sale of existing common stock.