SEC Form 4 · accession 0002083230-26-000006
GXO Logistics, Inc. · GXO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Michael Kelleher
Officer — Chief Executive Officer
Period of report
Aug 19, 2026
Accepted (ET)
Aug 21, 2026 · 4:38 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001852244
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 19, 2026 | M | 9,935 | $0.00 | A | 9,935 | D | |
| Common StockF1 | Aug 20, 2026 | F | 4,604 | $46.63 | D | 5,331 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Aug 19, 2026 | M | 9,935 | D | — | — | Common Stock | 9,935 | 19,870 | D |
Explanation of responses
- F1No 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 on August 19, 2026, as originally scheduled, and were settled on August 20, 2026, and there were no related discretionary transactions or open market sales.
- F2Each 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.
- F3These RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, subject to the Reporting Person's continued employment with GXO.