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

Role: Chief Accounting Officer
Signature: /s/ Karlis P. Kirsis, Attorney-in-Fact
Issuer symbol: GXO
Transactions as of: 06 Mar 2025
Net transactions value: -$132,635
Form type: 4
Filing time: 10 Mar 2025, 18:03:39 UTC
Previous filing: 04 Feb 2025
Next filing: 02 Apr 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	+1,247	+9.2%	$0.000000	14,810	07 Mar 2025	Direct
transaction	GXO	Common Stock	Options Exercise	$0	+1,672	+11%	$0.000000	16,482	07 Mar 2025	Direct
transaction	GXO	Common Stock	Options Exercise	$0	+3,323	+20%	$0.000000	19,805	07 Mar 2025	Direct
transaction	GXO	Common Stock	Tax liability	$116,176	-3,027	-15%	$38.38	16,778	07 Mar 2025	Direct	F1
transaction	GXO	Common Stock	Options Exercise	$0	+932	+5.6%	$0.000000	17,710	10 Mar 2025	Direct
transaction	GXO	Common Stock	Tax liability	$16,459	-432	-2.4%	$38.10	17,278	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	+2,953		$0.000000	2,953	06 Mar 2025	Common Stock	2,953		Direct	F3, F4
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-1,247	-33%	$0.000000	2,492	07 Mar 2025	Common Stock	1,247		Direct	F3, F5
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-1,672	-33%	$0.000000	3,345	07 Mar 2025	Common Stock	1,672		Direct	F3, F6
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-3,323	-33%	$0.000000	6,646	07 Mar 2025	Common Stock	3,323		Direct	F3, F6
transaction	GXO	Restricted Stock Units	Award	$0	+6,562		$0.000000	6,562	07 Mar 2025	Common Stock	6,562		Direct	F3, F7
transaction	GXO	Restricted Stock Units	Options Exercise	$0	-932	-100%	$0.000000	0	10 Mar 2025	Common Stock	932		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 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.
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	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.
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.