GXO

SEC source: 0001104659-21-148392 · tm2135127-1_4seq1.xml · nonDerivative · entry 1

BRADLEY S JACOBS · CIK 0001054518 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 11,915,701

F1 · kind: The sale reported in this Form 4 was automatically effected pursuant to a previously executed selling plan of Jacobs Private Equity, LLC ("JPE") that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold by JPE for tax and estate planning purposes.

F2 · ownership.nature: JPE is the direct beneficial owner of these securities. Brad Jacobs is the Managing Member of JPE.

SEC source: 0000950142-21-003958 · es210209729_4-gxo.xml · nonDerivative · entry 1

Jacobs Private Equity, LLC · CIK 0001523994 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,915,701

F1 · kind: The sale reported in this Form 4 was automatically effected pursuant to a previously executed selling plan of the Reporting Person that is intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended. The shares were sold by the Reporting Person for tax and estate planning purposes.

SEC source: 0001104659-21-146899 · tm2134678-1_4seq1.xml · derivative · entry 3

Blanchett Paul · CIK 0001875774 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,029

Underlying: Common Stock · 2,030 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021.

F3 · derivative.exercise_price: Each RSU represents a contingent right to receive, upon settlement, one share of GXO Common Stock.

F4 · derivative.exercise_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, December 2, 2019, subject to the Reporting Person's continued employment with the Issuer.

F4 · derivative.expiration_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, December 2, 2019, subject to the Reporting Person's continued employment with the Issuer.

SEC source: 0001104659-21-146899 · tm2134678-1_4seq1.xml · nonDerivative · entry 2

Blanchett Paul · CIK 0001875774 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,828

F1 · kind: No shares were sold by the Reporting Person. These shares were withheld by the Issuer 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 2, 2021, as originally scheduled, and there were no related discretionary transactions or open market sales.

F1 · acquired: No shares were sold by the Reporting Person. These shares were withheld by the Issuer 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 2, 2021, as originally scheduled, and there were no related discretionary transactions or open market sales.

SEC source: 0001104659-21-146899 · tm2134678-1_4seq1.xml · nonDerivative · entry 1

Blanchett Paul · CIK 0001875774 · Chief Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,769

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001104659-21-123240 · tm2129253-1_4seq1.xml · derivative · entry 3

Hammond Maryclaire · CIK 0001875528 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,140

Underlying: Common Stock · 3,138 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: On August 2, 2021, XPO Logistics, Inc. ("XPO") completed a prorata spinoff distribution ("Distribution") of all of its shares of GXO Logistics, Inc. ("GXO") common stock, par value $0.01 per share ("GXO Common Stock"), to the holders of record of XPO common stock, par value $0.001 per share ("XPO Common Stock"), on July 23, 2021. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of August 1, 2021, by and between XPO and GXO, all outstanding equity awards with respect to XPO Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to GXO Common Stock, with such equitable adjustments determined based on (i) the closing price of a share of XPO Common Stock on the close of trading on July 30, 2021 and (ii) the closing price of a share of GXO Common Stock on August 2, 2021.

F3 · derivative.exercise_price: Each RSU represents a contingent right to receive, upon settlement, one share of Common Stock.

F4 · derivative.exercise_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, October 2, 2019, subject to the Reporting Person's continued employment with the Issuer.

F4 · derivative.expiration_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, October 2, 2019, subject to the Reporting Person's continued employment with the Issuer.

SEC source: 0001104659-21-123240 · tm2129253-1_4seq1.xml · nonDerivative · entry 2

Hammond Maryclaire · CIK 0001875528 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,017

F1 · kind: No shares were sold by the Reporting Person. These shares were withheld by the Issuer 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 October 1, 2021, as originally scheduled, and there were no related discretionary transactions or open market sales.

F1 · acquired: No shares were sold by the Reporting Person. These shares were withheld by the Issuer 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 October 1, 2021, as originally scheduled, and there were no related discretionary transactions or open market sales.

SEC source: 0001104659-21-123240 · tm2129253-1_4seq1.xml · nonDerivative · entry 1

Hammond Maryclaire · CIK 0001875528 · Chief Human Resources Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,420

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001104659-21-113099 · tm2125341-6_4seq1.xml · derivative · entry 1

Fogarty Elizabeth · CIK 0001881758 · Chief Communications Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,216

Underlying: Common Stock · 4,216 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a continent right to receive, upon settlement, one share of Common Stock.

F2 · derivative.exercise_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

F2 · derivative.expiration_date: The RSUs vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer.

SEC source: 0001104659-21-107392 · tm2125341-4_4seq1.xml · derivative · entry 1

BRADLEY S JACOBS · CIK 0001054518 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,073

Underlying: Common Stock · 1,073 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of Common Stock, or (ii) a cash payment equal to the fair market value of one share of Common Stock.

F2 · derivative.exercise_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

SEC source: 0001104659-21-107391 · tm2125341d3_4seq1.xml · derivative · entry 1

Chatfield Clare · CIK 0001877553 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,073

Underlying: Common Stock · 1,073 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of Common Stock, or (ii) a cash payment equal to the fair market value of one share of Common Stock.

F2 · derivative.exercise_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

SEC source: 0001104659-21-107388 · tm2125341-2_4seq1.xml · derivative · entry 1

Gross Joli L. · CIK 0001875551 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,073

Underlying: Common Stock · 1,073 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive, either (i) one share of Common Stock, or (ii) a cash payment equal to the fair market value of one share of Common Stock.

F2 · derivative.exercise_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

F2 · derivative.expiration_date: The RSUs shall vest in full on January 3, 2022, subject to the Reporting Person's continued services as a director of the Issuer.

SEC source: 0001628280-21-015658 · wf-form4_162812875610584.xml · derivative · entry 1

Wilson Malcolm · CIK 0001875677 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 118,442

Underlying: Common Stock, par value $0.01 per share · 33,831 shares

Expires not disclosed

F1 · derivative.exercise_price: Each Restricted Stock Unit ("RSU") represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock.

F2 · derivative.exercise_date: On December 8, 2020, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria. On August 2, 2021, the performance criteria applicable to such RSUs was satisfied. 16,915 RSUs shall vest on December 8, 2022 and 16,916 RSUs shall vest on December 8, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the date of such later occurrence.

F2 · derivative.expiration_date: On December 8, 2020, the Reporting Person was granted unvested RSUs, subject to the Issuer's satisfaction of certain predetermined performance criteria. On August 2, 2021, the performance criteria applicable to such RSUs was satisfied. 16,915 RSUs shall vest on December 8, 2022 and 16,916 RSUs shall vest on December 8, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the date of such later occurrence.