Blanchett Paul 4

4 · GXO Logistics, Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

GXO Logistics CAO Paul Blanchett Receives RSU Shares; 1,275 Withheld

What Happened

Paul Blanchett, Chief Accounting Officer of GXO Logistics (GXO), had 2,750 restricted stock units (RSUs) convert into common shares on the January 31, 2026 vesting date. The RSUs converted at $0 exercise price. To satisfy tax withholding related to the vesting/settlement, GXO withheld 1,275 shares and paid tax withholding valued at $56.59 per share (total ~$72,152). After withholding, Blanchett received a net 1,475 shares. This was a settlement of RSUs (not an open-market sale).

Key Details

Transaction dates: RSUs vested/converted on 2026-01-31; withholding/tax payment settled on 2026-02-02. Form filed 2026-02-03.
Shares involved: 2,750 RSUs converted to shares; 1,275 shares withheld for taxes (disposed under withholding code F); net increase of 1,475 shares to Blanchett’s holdings.
Prices/values: Withheld shares valued at $56.59 each for a total tax withholding of about $72,152. Conversion exercise price reported as $0 (typical for RSU settlement).
Shares owned after transaction: Not disclosed on the Form 4.
Footnotes: Company withheld shares to cover tax liability (no open-market sale). Each RSU represents a contingent right to one share (or cash) and vests in three equal installments on Jan 31 of 2026, 2027 and 2028, subject to continued employment.

Context

This was a routine RSU settlement with a cashless-like withholding to cover taxes — common for executive equity awards and not an indicator of a discretionary sale. The filing shows the standard conversion of RSUs into shares and company withholding to meet tax obligations.

Form 4

Period: 2026-01-31

Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-01-31+2,750→ 22,044 total
Tax Payment
Common Stock
[F1]
2026-02-02$56.59/sh−1,275$72,152→ 20,769 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-01-31−2,750→ 5,501 total
→ Common Stock (2,750 underlying)

Footnotes (3)

[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 January 31, 2026, and settled on February 2, 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]The RSUs vest in three equal annual installments on January 31, 2026, January 31, 2027 and January 31, 2028, subject to the Reporting Person's continued employment with GXO.

Signature

/s/ Karlis P. Kirsis, Attorney-in-Fact|2026-02-03

1 file