Elizabeth Fogarty - Sep 1, 2024 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: Sep 1, 2024
Transactions value $: -$32,633
Form type: 4
Date filed: 9/4/2024, 04:17 PM
Previous filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GXO	Common Stock	Options Exercise	$0	+1.41K	+43.44%	$0.00	4.64K	Sep 1, 2024	Direct
transaction	GXO	Common Stock	Tax liability	-$32.6K	-652	-14.05%	$50.05	3.99K	Sep 1, 2024	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	Options Exercise	$0	-1.41K	-100%	$0.00	0	Sep 1, 2024	Common Stock	1.41K		Direct	F2, F3

* 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 on September 1, 2024, 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	These RSUs vested in three equal annual installments on the first, second, and third anniversaries of the grant date, September 1, 2021, subject to the Reporting Person's continued employment with GXO.