Malcolm Wilson - 06 Mar 2025 Form 4 Insider Report for GXO Logistics, Inc. (GXO)

Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact
Issuer symbol
GXO
Transactions as of
06 Mar 2025
Net transactions value
-$326,805
Form type
4
Filing time
10 Mar 2025, 17:54:53 UTC
Previous filing
13 Jun 2024
Next filing
02 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GXO Common Stock Options Exercise $0 +5,608 +5.6% $0.000000 106,422 07 Mar 2025 Direct
transaction GXO Common Stock Options Exercise $0 +9,029 +8.5% $0.000000 115,451 07 Mar 2025 Direct
transaction GXO Common Stock Tax liability $264,054 -6,880 -6% $38.38 108,571 07 Mar 2025 Direct F1
transaction GXO Common Stock Options Exercise $0 +3,503 +3.2% $0.000000 112,074 10 Mar 2025 Direct
transaction GXO Common Stock Tax liability $62,751 -1,647 -1.5% $38.10 110,427 10 Mar 2025 Direct F2

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 +24,809 $0.000000 24,809 06 Mar 2025 Common Stock 24,809 Direct F3, F4
transaction GXO Restricted Stock Units Options Exercise $0 -5,608 -33% $0.000000 11,214 07 Mar 2025 Common Stock 5,608 Direct F3, F5
transaction GXO Restricted Stock Units Options Exercise $0 -9,029 -33% $0.000000 18,058 07 Mar 2025 Common Stock 9,029 Direct F3, F6, F7
transaction GXO Restricted Stock Units Options Exercise $0 -3,503 -100% $0.000000 0 10 Mar 2025 Common Stock 3,503 Direct F3, F8
* 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 No shares were sold by the Reporting Person. These shares were withheld by GXO to fund tax liability attributable to the vesting and settlement of the RSUs reported on this Form 4. These RSUs vested and were settled on March 10, 2025, as originally scheduled, and there were no related discretionary transactions or open market sales.
F3 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.
F4 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.
F5 These RSUs vest in four equal 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.
F6 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 GXO.
F7 Due to a clerical error, the reporting person's Form 4 filed on March 11, 2024 inadvertently under reported the number of RSUs acquired on March 7, 2024 by 4,514 units. This Form 4 corrects such error by increasing the total amount of securities vested and beneficially owned by the reporting person.
F8 These RSUs vested in four equal annual installments on March 10, 2022, March 10, 2023, March 10, 2024, and March 10, 2025, subject to the Reporting Person's continued employment with GXO.