Elizabeth Fogarty - Mar 6, 2025 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Role: Chief Communications Officer
Signature: /s/ Karlis P. Kirsis, Attorney-in-Fact
Stock symbol: GXO
Transactions as of: Mar 6, 2025
Transactions value $: -$71,310
Form type: 4
Date filed: 3/10/2025, 06:13 PM
Previous filing: Sep 4, 2024
Next filing: Apr 2, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GXO	Common Stock	Options Exercise	$0	+1.5K	+37.52%	$0.00	5.48K	Mar 7, 2025	Direct
transaction	GXO	Common Stock	Options Exercise	$0	+2.26K	+41.16%	$0.00	7.74K	Mar 7, 2025	Direct
transaction	GXO	Common Stock	Tax liability	-$71.3K	-1.86K	-24.01%	$38.38	5.88K	Mar 7, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GXO	Restricted Stock Units	Award	$0	+3.54K		$0.00	3.54K	Mar 6, 2025	Common Stock	3.54K		Direct	F2, F3
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-1.5K	-33.35%	$0.00	2.99K	Mar 7, 2025	Common Stock	1.5K		Direct	F2, F4
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-2.26K	-33.33%	$0.00	4.52K	Mar 7, 2025	Common Stock	2.26K		Direct	F2, F5
transaction	GXO	Restricted Stock Units	Award	$0	+9.84K		$0.00	9.84K	Mar 7, 2025	Common Stock	9.84K		Direct	F2, F6
transaction	GXO	Restricted Stock Units	Award	$0	+19.7K		$0.00	19.7K	Mar 7, 2025	Common Stock	19.7K		Direct	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 March 7, 2025, as originally scheduled, and there were no related discretionary transactions or open market sales.
F2	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.
F3	On March 30, 2022, the Reporting Person was granted Performance Share Units ("PSUs"), the vesting of which was subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria which were certified on March 6, 2025. Such PSUs converted to time-based RSUs that will vest on January 15, 2026, subject to the Reporting Person's continued employment with GXO.
F4	These RSUs vest in four equal annual installments on March 7, 2024, March 7, 2025, March 7, 2026 and March 7, 2027, subject to the Reporting Person's continued employment with GXO.
F5	These RSUs vest in three equal annual installments on March 7, 2025, March 7, 2026, and March 7, 2027, subject to the Reporting Person's continued employment with the GXO.
F6	These RSUs vest in three equal annual installments on March 7, 2026, March 7, 2027, and March 7, 2028, subject to the Reporting Person's continued employment with the GXO.