GXO Logistics, Inc. — Director's Dealing 2023

Dec 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GXO Logistics, Inc. (GXO)
CIK: 0001852244
Period of Report: 2023-12-08

Reporting Person: Wilson Malcolm (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-08	Common Stock	M	16915	—	Acquired	91951	Direct
2023-12-08	Common Stock	F	7951	$57.27	Disposed	84000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-08	Restricted Stock Units	$	M	16915	Disposed		Common Stock (16915)	Direct

Footnotes

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 December 8, 2023, 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: The RSUs vested in two equal annual installments on the second and third anniversaries of the grant date, December 8, 2020, subject to the Reporting Person's continued employment with GXO.