Kirsis Karlis 4

4 · GXO Logistics, Inc. · Filed Mar 10, 2026

AI-generated summary of this filing

Updated Mar 10, 2026

GXO (GXO) Chief Legal Officer Karlis Receives RSUs; 6,240 Shares Withheld

What Happened

Karlis Kirsis, Chief Legal Officer of GXO Logistics (GXO), had restricted stock units (RSUs) vest and convert to common shares. A total of 13,274 RSUs vested/converted on March 7, 2026 and were settled on March 9, 2026.
To cover tax withholding related to the vesting, GXO withheld 6,240 shares at $55.76 per share, equal to $347,942. After withholding, Karlis received approximately 7,034 net shares. There were no open-market sales.

Key Details

Transaction dates: RSU vest/conversion recorded March 7, 2026; settlement and tax withholding occurred March 9, 2026. Form 4 filed March 10, 2026.
Withheld shares: 6,240 shares withheld to satisfy tax liabilities at $55.76/share = $347,942.
Gross shares from vesting: 13,274 RSUs converted to shares; net shares issued to insider ≈ 7,034.
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (share withholding).
Footnotes: Company withheld shares to cover taxes (no open-market sale). RSUs represent a right to receive one share (or cash equivalent) and vest according to multiple scheduled tranches (see footnotes F2–F5).
Filing timeliness: Form filed the next business day after settlement (no late filing indicated in the report).

Context

This was not an open-market sale; the company withheld shares to satisfy tax obligations on vested RSUs — a routine administrative transaction, not a discretionary sell-off.
For retail investors: such vesting/withholding transactions reflect compensation mechanics (awards converting to shares), not an insider expressing a buying or selling preference in the market.

Form 4

Period: 2026-03-07

Chief Legal Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-07+3,239→ 47,331 total
Exercise/Conversion
Common Stock
2026-03-07+4,348→ 51,679 total
Exercise/Conversion
Common Stock
2026-03-07+5,687→ 57,366 total
Tax Payment
Common Stock
[F1]
2026-03-09$55.76/sh−6,240$347,942→ 51,126 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-03-07−3,239→ 3,240 total
→ Common Stock (3,239 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-03-07−4,348→ 4,347 total
→ Common Stock (4,348 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-03-07−5,687→ 11,374 total
→ Common Stock (5,687 underlying)

Footnotes (5)

[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 March 7, 2026 and were settled on March 9, 2026, 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 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.
[F4]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.
[F5]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 GXO.

Signature

/s/ Karlis P. Kirsis|2026-03-10

1 file