Blanchett Paul 4

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

AI-generated summary of this filing

Updated Mar 10, 2026

GXO Chief Accounting Officer Paul Blanchett Receives RSU Award

What Happened

Paul Blanchett, Chief Accounting Officer of GXO Logistics (GXO), had restricted stock units (RSUs) vest on March 7, 2026 and settled on March 9, 2026. A total of 8,429 RSU-derived shares were issued (several exercise/conversion entries at $0 exercise price). To cover tax withholding, GXO withheld 3,908 shares at $55.76 per share, totaling $217,910. The net shares delivered to Blanchett were approximately 4,521. There was no open-market sale by the reporting person.

Key Details

Transaction dates: RSU vesting/derivative conversion reported March 7, 2026; settlement/tax withholding occurred March 9, 2026; Form 4 filed March 10, 2026 (timely).
Transaction codes: M = exercise/conversion of derivative (RSU conversion at $0); F = payment of tax liability (shares withheld).
Withheld for taxes: 3,908 shares × $55.76 = $217,910 (shares withheld by GXO, not sold on open market).
Total RSU shares vested/converted: 8,429; net shares received by Blanchett ≈ 4,521.
Shares owned after transaction: not specified in the provided filing.
Notable footnotes: F1 confirms withheld shares were used to fund tax liabilities and there were no discretionary or open market sales; F2–F5 describe the RSU definition and vesting schedules applicable to the awards.

Context

This was a routine RSU vesting and settlement with tax-withholding, not a voluntary sale. Withholding of shares to cover taxes is common (a form of cashless settlement) and does not by itself signal a deliberate market-timing sale by the insider.

Form 4

Period: 2026-03-07

Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-07+1,246→ 22,015 total
Exercise/Conversion
Common Stock
2026-03-07+3,323→ 25,338 total
Exercise/Conversion
Common Stock
2026-03-07+1,673→ 27,011 total
Exercise/Conversion
Common Stock
2026-03-07+2,187→ 29,198 total
Tax Payment
Common Stock
[F1]
2026-03-09$55.76/sh−3,908$217,910→ 25,290 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-03-07−1,246→ 1,246 total
→ Common Stock (1,246 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-03-07−3,323→ 3,323 total
→ Common Stock (3,323 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-03-07−1,673→ 1,672 total
→ Common Stock (1,673 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-03-07−2,187→ 4,375 total
→ Common Stock (2,187 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 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

1 file