GXO CEO Patrick Kelleher Receives RSUs; Shares Withheld for Taxes

What Happened
Patrick Michael Kelleher, CEO of GXO Logistics (GXO), had 9,935 restricted stock units (RSUs vest) that converted into shares on Aug 19–20, 2026. GXO withheld 4,604 of those shares to cover the tax liability (value reported at $46.63 per share, ~$214,685), leaving a net issuance of 5,331 shares to Kelleher. The filings show the RSU conversion as a derivative settlement (code M) and the withholding as a tax payment (code F).

Key Details

• Transaction dates: RSUs vested Aug 19, 2026; settlement/withholding occurred Aug 20, 2026; Form 4 filed Aug 21, 2026 (timely).
• Quantities and values: 9,935 shares issued (conversion), 4,604 shares withheld for taxes at $46.63/share = $214,685; net shares received = 5,331.
• Filing codes: M = exercise/conversion of derivative (RSU settlement); F = shares withheld to satisfy tax withholding.
• Footnotes: Company withheld shares to pay tax liability; no open-market sales or discretionary transactions. Each RSU equals a contingent right to one share (or cash) and vests in three equal annual installments (Aug 19, 2026; Aug 19, 2027; Aug 19, 2028).
• Shares owned after the transaction are not specified in the provided filing.

Context
This was an RSU vesting and tax-withholding event rather than an open-market sale or a purchase. Withholding shares to cover taxes is a routine administrative step and does not necessarily indicate a change in the insider’s market view. The $0.00 exercise price reflects RSU settlement (not an option exercise requiring cash payment).