GXO Logistics, Inc.·4

Mar 10, 6:25 PM ET

Fogarty Elizabeth 4

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

Research Summary

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GXO CCO Elizabeth Fogarty Receives RSU Shares; Tax Withholding

What Happened
Elizabeth Fogarty, Chief Communications Officer of GXO Logistics (GXO), had a group of restricted stock units (RSUs) vest and convert to 13,596 shares (reported as derivative conversions) on March 7, 2026. GXO withheld 6,302 of those shares to cover tax withholding at $55.76 per share (tax withholding value ≈ $351,400), resulting in a net delivery of 7,294 shares to Fogarty. No open-market sale was reported.

Key Details

  • Transaction dates: RSUs vested/converted on 2026-03-07; shares were settled and tax withholding processed on 2026-03-09. Form filed 2026-03-10 (timely).
  • Conversion (code M): 13,596 shares converted from RSUs (1,495 + 2,258 + 3,281 + 6,562). All conversions show $0 exercise price (RSU settlement).
  • Tax withholding (code F): 6,302 shares withheld at $55.76/share for ~$351,400; these were withheld by the company to satisfy tax liability (not open-market sales).
  • Net shares received: 13,596 converted − 6,302 withheld = 7,294 shares retained by Fogarty.
  • Shares owned after transaction: not specified in the provided filing.
  • Footnotes: RSUs represent contingent rights to one share or cash; vesting schedules vary by grant (annual installments across 2024–2028 per footnotes). Filing indicates settlement occurred as scheduled and there were no discretionary or open-market sales.

Context

  • This was a routine RSU vesting and company tax-withholding event, not an insider-initiated sale or purchase. In Form 4 coding, M = conversion/exercise of a derivative (here, RSUs) and F = payment of exercise price or tax liability (withholding).
  • Such withholding is common when equity awards vest and does not by itself signal insider buying or selling intent.

Insider Transaction Report

Form 4
Period: 2026-03-07
Fogarty Elizabeth
Chief Communications Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-07+1,4959,628 total
  • Exercise/Conversion

    Common Stock

    2026-03-07+2,25811,886 total
  • Exercise/Conversion

    Common Stock

    2026-03-07+3,28115,167 total
  • Exercise/Conversion

    Common Stock

    2026-03-07+6,56221,729 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-09$55.76/sh6,302$351,40015,427 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F3]
    2026-03-071,4951,495 total
    Common Stock (1,495 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F4]
    2026-03-072,2582,257 total
    Common Stock (2,258 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F5]
    2026-03-073,2816,562 total
    Common Stock (3,281 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F5]
    2026-03-076,56213,124 total
    Common Stock (6,562 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 the 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 the GXO.
Signature
/s/ Karlis P. Kirsis, Attorney-in-Fact|2026-03-10

Documents

1 file
  • 4
    wk-form4_1773181502.xmlPrimary

    FORM 4