[Form 4] GXO Logistics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/30/2025, GXO Logistics (GXO) director Michael Kneeland received 2,915 Restricted Stock Units (RSUs) under the company’s director equity plan. Each RSU entitles him to either one GXO share or cash equal to its market value upon vesting. The award vests on the earlier of 13-May-2026 or the next annual shareholder meeting, contingent on his continued board service. Following the grant, Kneeland directly owns 3,672 GXO common shares and now holds 2,915 unvested RSUs. No shares were sold, and there was no open-market transaction.

Positive

• Director granted 2,915 RSUs, modestly increasing equity alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; small relative to GXO float; signals continued board alignment, but valuation impact is neutral.

The filing records an equity grant rather than an open-market purchase or sale. The 2,915 RSUs equal less than 0.003% of GXO’s ~120 million share count, so dilution is immaterial. Because RSUs vest within a year, they serve primarily as a retention and alignment tool. There is no indication of insider bullishness beyond standard compensation, nor any concerning disposal of shares. Accordingly, the event is not impactful to the investment thesis.

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

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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^*

KNEELAND 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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								3,672	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	(1)	07/30/2025		A		2,915		(2)	(2)	Common Stock	2,915	$0	2,915	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 13, 2026 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	08/01/2025
	** 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 director Michael Kneeland report in the latest Form 4?

A grant of 2,915 Restricted Stock Units on 07/30/2025.

Did Michael Kneeland sell any GXO shares?

No. The filing shows only an RSU grant; no shares were sold.

When do the newly granted GXO RSUs vest?

On May 13, 2026 or the next annual shareholder meeting, whichever comes first.

How many GXO shares does Kneeland now own directly?

He holds 3,672 common shares, plus 2,915 unvested RSUs.

Is this Form 4 likely to affect GXO’s stock price?

The grant is routine and not expected to be material to valuation.