Fogarty Elizabeth 4

4 · GXO Logistics, Inc. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

GXO Logistics (GXO) CCO Elizabeth Fogarty Receives RSU Award

What Happened

Elizabeth Fogarty, Chief Communications Officer of GXO Logistics, had 937 restricted stock units (RSUs) vest and convert to company shares on April 1, 2026. GXO withheld 435 of those shares to satisfy taxes at $51.85 per share, a withholding value of $22,555, resulting in 502 net shares delivered to her.
Transaction codes in the Form 4 show a derivative conversion/exercise (M) for 937 shares and a tax withholding disposition (F) for 435 shares. No open‑market sale by the reporting person occurred.

Key Details

Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
Conversion: 937 RSUs converted to shares at $0.00 exercise price; 435 shares withheld to cover tax liability at $51.85/share ($22,555).
Net shares issued to insider: 502 (937 converted – 435 withheld).
Shares owned after transaction: not specified in the provided filing details.
Footnotes: the withheld shares were retained by GXO to fund taxes (not sold by Fogarty); each RSU equals the right to one share (or cash in lieu); these RSUs vested in four equal annual installments (Apr 1 of 2023, 2024, 2025, 2026).

Context

This was a routine RSU vesting event with company withholding to cover tax obligations (common and not an open‑market sale). The Form shows conversion/settlement of RSUs rather than a purchase or discretionary sale, so it should be read as compensation-related vesting rather than a buy or sell signal.

Form 4

Period: 2026-04-01

Chief Communications Officer

Transactions

Exercise/Conversion
Common Stock
2026-04-01+937→ 16,364 total
Tax Payment
Common Stock
[F1]
2026-04-01$51.85/sh−435$22,555→ 15,929 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-04-01−937→ 0 total
→ Common Stock (937 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 and were settled on April 1, 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 vested in four equal annual installments on April 1, 2023, April 1, 2024, April 1, 2025, and April 1, 2026, subject to the Reporting Person's continued employment with the Issuer.

Signature

/s/ Karlis P. Kirsis, Attorney-in-Fact|2026-04-02

1 file