GXO Logistics (GXO) director awarded 3,837 Restricted Stock Units as pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Fassler Matthew J. reported acquisition or exercise transactions in this Form 4 filing.

GXO Logistics director Matthew J. Fassler received a grant of 3,837 Restricted Stock Units as equity compensation. Each RSU represents a contingent right to receive either one share of GXO common stock or a cash payment equal to its fair market value. The RSUs are scheduled to vest on the earlier of May 20, 2027, or the date of GXO’s next annual stockholder meeting, provided he continues to serve on the Board through that vesting date. Following this award, Fassler holds 3,837 RSUs directly, reflecting a routine compensation grant rather than an open-market transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fassler Matthew J.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,837	$0.00	--

Holdings After Transaction: Restricted Stock Units — 3,837 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 shall vest on the earlier of (i) May 20, 2027 and (ii) the date of the next annual meeting of stockholders (the "Vesting Date"), provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO through and until the Vesting Date.

Key Figures

RSUs granted: 3,837 units Underlying common stock: 3,837 shares Par value: $0.01 per share +2 more

5 metrics

RSUs granted 3,837 units Restricted Stock Units awarded to director on May 20, 2026

Underlying common stock 3,837 shares Each RSU corresponds to one share of GXO common stock

Par value $0.01 per share Par value of GXO common stock linked to the RSUs

Vesting date May 20, 2027 Latest possible vesting date, or earlier at next annual meeting

Shares after award 3,837 RSUs Total Restricted Stock Units held by Fassler after the grant

Key Terms

Restricted Stock Units, contingent right, fair market value, Vesting Date, +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 Restricted Stock Unit ("RSU") represents a contingent right to receive…"

fair market value financial

"…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.

Vesting Date financial

"…the date of the next annual meeting of stockholders (the "Vesting Date")…"

Board of Directors financial

"…provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO…"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Form 4 Insider Transactions: What Each Field Means →

05/22/2026 - 04:29 PM

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^*

Fassler Matthew 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)
05/20/2026

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)

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⁾	05/20/2026		A		3,837		⁽²⁾	⁽²⁾	Common Stock	3,837	$0	3,837	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 shall vest on the earlier of (i) May 20, 2027 and (ii) the date of the next annual meeting of stockholders (the "Vesting Date"), provided that the Reporting Person continues to serve as a member of the Board of Directors of GXO through and until the Vesting Date.

Remarks:

	/s/ Karlis P. Kirsis, Attorney-in-Fact	05/22/2026
	** 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 did GXO (GXO) director Matthew J. Fassler report on this Form 4?

He reported receiving a grant of 3,837 Restricted Stock Units as equity compensation. These RSUs are a routine, non-cash award rather than an open-market stock purchase or sale, and are tied to his ongoing Board service.

How many GXO (GXO) Restricted Stock Units were granted to Matthew J. Fassler?

He was granted 3,837 Restricted Stock Units. 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 GXO share at settlement.

When do Matthew J. Fassler’s GXO (GXO) RSUs vest?

The RSUs vest on the earlier of May 20, 2027, or the date of GXO’s next annual meeting of stockholders. Vesting requires that Fassler continues serving as a member of the Board through the applicable vesting date.

Are the GXO (GXO) RSUs settled in stock or cash for Matthew J. Fassler?

Each RSU may be settled in either one share of GXO common stock or a cash payment equal to the fair market value of one GXO share. The exact settlement form will follow the company’s compensation and award terms.

Is Matthew J. Fassler’s GXO (GXO) Form 4 a stock purchase or sale?

No. The Form 4 reflects a grant of 3,837 Restricted Stock Units as compensation, not an open-market purchase or sale. It records an equity award that vests over time based on continued Board service at GXO.