GXO Logistics Inc.

04/02/2026 | Press release | Distributed by Public on 04/02/2026 14:50

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bracken Laura L.
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026
3. Issuer Name and Ticker or Trading Symbol
GXO Logistics, Inc. [GXO]
(Last) (First) (Middle)
C/O GXO LOGISTICS, INC., TWO AMERICAN LANE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CAO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
GREENWICH, CT 06831
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 615 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Common Stock 1,750 (2) D
Restricted Stock Units (3) (3) Common Stock 3,063 (2) D
Restricted Stock Units (4) (4) Common Stock 1,990 (2) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bracken Laura L.
C/O GXO LOGISTICS, INC.
TWO AMERICAN LANE
GREENWICH, CT 06831
Interim CAO

Signatures

/s/ Karlis P. Kirsis, Attorney-in-Fact 04/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These Restricted Stock Units ("RSU") 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 GXO Logistics, Inc. ("GXO").
(2) 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.
(3) These RSUs will vest on July 1, 2026, subject to the Reporting Person's continued employment with GXO.
(4) These RSUs vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029, subject to the Reporting Person's continued employment with GXO.

Remarks:
See Exhibit 24, Power of Attorney attached.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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