Fogarty Elizabeth 4

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.