GXO (GXO) Chief Legal Officer exercises RSUs; shares withheld to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GXO Logistics Chief Legal Officer Karlis Kirsis exercised restricted stock units and settled related taxes in shares. On April 1, 2026, 2,083 Restricted Stock Units converted into 2,083 shares of GXO common stock as scheduled, with no open-market trades.

To cover tax liability from this vesting and settlement, 980 shares were withheld by GXO at a price of $51.85 per share, rather than being sold in the market. After these routine compensation-related transactions, Kirsis directly holds 52,229 shares of GXO common stock.

Insider Trade Summary

2,083 shares exercised/converted

Mixed 3 txns

Insider Kirsis Karlis

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,083	$0.00	--
Exercise	Common Stock	2,083	$0.00	--
Tax Withholding	Common Stock	980	$51.85	$51K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 53,209 shares (Direct)

Footnotes (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 April 1, 2026, as originally scheduled, and there were no related discretionary transactions or open market sales. 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. These RSUs vest in three equal annual installments on April 1, 2024, April 1, 2025 and April 1, 2026, subject to the Reporting Person's continued employment with GXO.

Key Figures

RSUs exercised: 2,083 units Shares issued from RSUs: 2,083 shares Shares withheld for taxes: 980 shares +3 more

6 metrics

RSUs exercised 2,083 units Restricted Stock Units vested and settled on April 1, 2026

Shares issued from RSUs 2,083 shares Conversion of RSUs into GXO common stock

Shares withheld for taxes 980 shares Withheld by GXO to fund tax liability on vesting

Tax withholding price $51.85 per share Value applied to 980 withheld shares

Shares owned after transaction 52,229 shares Direct GXO common stock holdings after April 1, 2026 transactions

Net shares added 1,103 shares Vested shares minus shares withheld for taxes

Key Terms

Restricted Stock Units, tax liability, vesting and settlement, contingent right, +1 more

5 terms

Restricted Stock Units financial

"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."

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.

tax liability financial

"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")."

vesting and settlement financial

"These RSUs vested and were settled on April 1, 2026, as originally scheduled, and there were no related discretionary transactions or open market sales."

contingent right financial

"Each RSU represents a contingent right to receive, either (i) one share of GXO common stock ... or (ii) a cash payment equal to the fair market value of one share."

fair market value financial

"Each RSU represents a contingent right to receive ... 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.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:42 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^*

Kirsis Karlis

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		M		2,083	A	$0	53,209	D
Common Stock	04/01/2026		F		980⁽¹⁾	D	$51.85⁽¹⁾	52,229	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	⁽²⁾	04/01/2026		M			2,083	⁽³⁾	⁽³⁾	Common Stock	2,083	$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 April 1, 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. These RSUs vest in three equal annual installments on April 1, 2024, April 1, 2025 and April 1, 2026, subject to the Reporting Person's continued employment with GXO.

Remarks:

	/s/ Karlis P. Kirsis	04/02/2026
	** 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) disclose for Karlis Kirsis?

GXO disclosed that Chief Legal Officer Karlis Kirsis had 2,083 Restricted Stock Units vest and convert into 2,083 shares of common stock on April 1, 2026, as originally scheduled, with no discretionary or open-market sales involved in the transaction.

Were any GXO (GXO) shares sold on the open market in this Form 4?

No open-market sales occurred. The filing explains that 980 shares were withheld by GXO to fund tax liabilities from the vesting and settlement of Restricted Stock Units, and the company notes there were no discretionary transactions or related open market sales by the reporting person.

How many GXO (GXO) shares did Karlis Kirsis receive after tax withholding?

Out of 2,083 vested shares, 980 were withheld for taxes, leaving 1,103 shares effectively added to holdings. Following the exercise and tax-withholding disposition, the Form 4 shows that Karlis Kirsis directly owns 52,229 shares of GXO common stock after these compensation-related transactions.

What price was used for the GXO (GXO) tax-withholding shares?

The Form 4 reports that the 980 shares withheld to satisfy tax obligations were valued at $51.85 per share. This value is used solely for the tax-withholding disposition and does not represent an open-market sale price or a discretionary trading decision by the insider.

How do GXO (GXO) Restricted Stock Units work in this filing?

Each Restricted Stock Unit represents a contingent right to receive either one GXO common share or a cash payment equal to its fair market value. The RSUs in this filing vested in three equal annual installments on April 1, 2024, April 1, 2025, and April 1, 2026, subject to continued employment.

What is the vesting schedule of the GXO (GXO) RSUs held by Karlis Kirsis?

The RSUs covered here vest in three equal annual installments on April 1, 2024, April 1, 2025, and April 1, 2026, conditioned on Karlis Kirsis remaining employed by GXO. The April 1, 2026 vesting and settlement reported in the Form 4 follows this originally scheduled timetable.