UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

___________________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-40470

___________________________________

GXO Logistics, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						86-2098312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two American Lane Greenwich, Connecticut						06831
(Address of Principal Executive Offices)						(Zip Code)

(203) 489-1287

Registrant’s telephone number, including area code

___________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

GXO

New York Stock Exchange

3.750% Notes due 2030

GXO/30

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $5.95 billion as of June 2830, ~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter)~~2025, based upon the closing price of the common stock on that date.

As of February 1320, ~~2025~~2026, there were ~~119~~114,~~518~~713,~~035~~579 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrant’s proxy statement, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s ~~2025~~2026 Annual Meeting of Stockholders (the “Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof.

GXO Logistics, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2024
For the Fiscal Year Ended December 31, 2025
Table of Contents
						Page
Part I
Item 1. Business						1
Item 1A. Risk Factors						6
Item 1B. Unresolved Staff Comments						1617
Item 1C. Cybersecurity						1617
Item 2. Properties						1819
Item 3. Legal Proceedings						1819
Item 4. Mine Safety Disclosures						1819
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities						1920
Item 6. [Reserved]						2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations						2022
Item 7A. Quantitative and Qualitative Disclosures about Market Risk						2732
Item 8. Financial Statements and Supplementary Data						2833
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure						6873
Item 9A. Controls and Procedures						6873
Item 9B. Other Information						6974
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections						6974
Part III
Item 10. Directors, Executive Officers and Corporate Governance						7075
Item 11. Executive Compensation						7075
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters						7075
Item 13. Certain Relationships and Related Transactions, and Director Independence						7075
Item 14. Principal Accountant Fees and Services						7075
Part IV
Item 15. Exhibits and Financial Statement Schedules						7176
Item 16. Form 10-K Summary						7479
Signatures						7580

Cautionary Statement Regarding Forward-Looking Statements

This Annual Report on Form 10-K (“Annual Report”) and other written reports and oral statements we make from time to time contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those discussed below and the risks discussed in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements set forth in this Annual Report are qualified by these cautionary statements, and there can be no assurance that the results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations.

The following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and corresponding notes thereto included elsewhere in this Annual Report. Forward-looking statements set forth in this Annual Report speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except as required by law.

Part I

Item 1. Business.

Company Overview

GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our,” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry. We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services differentiated by our ability to deliver technology-enabled, customized solutions at scale.

As of December 31, ~~2024~~2025, our approximately ~~152~~154,000 team members operated in 1,~~030~~043 facilities worldwide totaling approximately ~~218~~221 million square feet of space, primarily on behalf of large corporations that have outsourced their warehousing, distribution and other related activities to us.

Our revenue is diversified among over one thousand customers, including many multinational corporations, across numerous verticals. Our customers rely on us to move their goods, with high efficiency, through their supply chains — from the moment goods arrive at our warehouses through fulfillment and distribution, and the management of returned products. Our customer base includes many blue-chip leaders in sectors that demonstrate high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.

GXO’s common stock, par value of $0.01 per share, began trading on the New York Stock Exchange under the ticker symbol “GXO” on August 2, 2021. GXO was incorporated as a Delaware corporation in February 2021.

On April 29, 2024, we completed the acquisition of Wincanton plc (“Wincanton”), a logistics company based in Chippenham, United Kingdom (the “Wincanton Acquisition”). Wincanton is a logistics provider specializing in warehousing and transportation solutions in the U.K. and Ireland. Wincanton services industries in grocery, retail and manufacturing, consumer goods, e-commerce, healthcare, defense, industrial, and energy. The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K. On November 14, 2024, the CMA referred the completed acquisition by GXO Logistics, Inc. of Wincanton plc for an in-depth investigation (“Phase 2”) with a statutory deadline of April 30, 2025. See Item 8 of Part II, “Financial Statements and Supplementary Data — Note — 4 Acquisitions” to the Consolidated Financial Statements for additional information.

Our Strategy

We design and operate the most advanced warehouse solutions in the world. Our strategy is to help our customers manage their warehouse needs for optimal efficiency, using our network of people, technology and other physical assets. We deliver value to customers in the form of technological innovations, process efficiencies, cost efficiencies and reliable outcomes. Our services are highly responsive to customer goals, such as increasing visibility in the supply chain, decreasing fulfillment times and mitigating environmental impacts, while being proactive in identifying potential improvements.

GXO creates short- and long-term value for customers and shareholders through our unique combination of technology, scale and expertise. Our strategy addresses growth and optimization by focusing on core verticals that demonstrate enduring demand over time and where we already have a deep presence. We expect to attract new customers and expand the services we provide to existing customers through new projects,; thus earning more of their logistics spend. We integrate best practices to drive productivity, with a focus on automation and other levers of profitable growth.

To aid in executing our strategy, we have instilled a culture that focuses on delivering mutually beneficial results for our customers and our company with the highest legal and ethical standards and clear policies and practices to support compliance throughout our organization.

Technology and Intellectual Property

Contract logistics is becoming more and more complex, as changing consumer expectations and preferences continue to drive a need for faster delivery times, higher levels of returned inventory and better visibility throughout the supply chain. Traditional warehousing solutions are no longer sufficient to fill these needs. The industry needs scaled technology players, like GXO, to deliver these complex solutions.

Technology is a core competitive advantage for GXO and fundamental to how we win and retain business. Technology enables us to add value to our customers’ end-to-end operations in terms of cost, efficiency, accuracy and environmental impact. Investments in cutting-edge technology are a major growth driver for our business.

Our highly scalable warehouse management platform is built on the cloud to speed the deployment of new ways to increase efficiency and leverage our footprint. In a relatively short time, we can implement innovations across multiple geographies or take an innovation developed for one vertical and apply it to other verticals to enhance the value we offer our customers.

To date, the most significant impacts of our proprietary technology are in three areas: labor and inventory management productivity, intelligent warehouse automation and predictive analytics, all of which are integrated through our proprietary warehouse management platform.

Labor and Inventory Management

Our productivity is driven by our comprehensive suite of intelligent tools and analytics designed to optimize labor and inventory management. This technology incorporates dynamic data science, predictive analytics and machine learning to aid decision-making. Our site managers use these tools to improve productivity in site-specific ways in a safe, disciplined and cost-effective manner.

Intelligent Warehouse Automation

Our intelligent warehouse automation includes deployments of autonomous robots and collaborative robots (“cobots”), automated sortation systems, automated guided vehicles, goods-to-person systems and wearable devices — these are all effective ways to deliver critical improvements in speed, accuracy and productivity. Importantly, automation also enhances safety and the overall quality of employment. Our warehouse management ~~system~~systems ~~creates~~create a synchronized environment across automation platforms to control these technologies holistically, providing an integrated solution.

We have found that autonomous goods-to-person systems and cobots, which assist workers with the inventory picking process, can improve labor productivity. Stationary robot arms can repeat demanding tasks with greater precision than is possible manually. Robots are particularly valuable in markets with labor shortages and where wage inflation can erode customer margins.

Other technologies that differentiate our logistics environments are our proprietary warehouse module for order management, which gives customers deep visibility into fulfillment flows, and our analytics dashboard, which gives customers valuable business intelligence to manage their supply chains. Our connection management software module facilitates integration with SAP, Oracle and other external systems, enabling our customers to get the maximum benefit from our technology.

Predictive Analytics

Our predictive analytics add significant value for customers, particularly in e-commerce and omnichannel retail, where seasonality drives high volumes through outbound and inbound logistics processes. For example, up to 30% of consumer goods bought online are returned, and this creates increased volumes at certain times of the year. We have developed analytics that predict surges in demand using a combination of historical data and customer forecasting.

As an industry leader that invests in technology, we have access to an immense amount of data, as well as the analytical processing capabilities to capitalize on that data by incorporating our learnings into customer solutions. We believe our ability to process and act upon data is a key competitive advantage and differentiator.

Customers and Markets

We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services. We provide services to customers globally, including Fortune 100 companies in the U.S., Fortune Global 500 companies in the world, European multinational market leaders and other renowned global brands. The customers we serve are primarily in North America and Europe and operate in every major industry. The diversification of our customer base reduces concentration risk. In ~~2024~~2025, our top five customers combined accounted for noapproximately ~~more than~~ 20% of our total revenue, and no customer represented more than 6%.

Our revenue is highly diversified, ~~due~~reflecting to our expertise across multiple verticals, ~~reflecting~~and our customers’ principal industry sectors. In ~~2024~~2025, 4649% of our revenue was from Omnichannel retail, 1312% from Technology and consumer electronics, 1112% from Industrial and manufacturing, 1110% from Food and beverage, 1110% from Consumer packaged goods, and 87% from other industries, with the vast majority of our revenue generated in the United Kingdom, the United States, the Netherlands, France, Spain and Italy.

Seasonality

During the fourth quarter, our business benefits from strong positioning in the e-commerce sector, where demand is characterized by surges in activity associated with the holiday season. Our revenue and profitability are typically lower in the first quarter of the calendar year relative to other quarters. This is due in part to seasonality, namely the post-holiday reduction in demand experienced by many of our customers, which leads to less use of the logistics services we provide.

Competition

We operate in a highly competitive global industry with a highly fragmented marketplace where thousands of companies compete domestically and internationally. We compete based on our ability to deliver quality service, reliability, scope and scale of operations, technological capabilities, expertise and pricing.

Our competitors include local, regional, national and international companies that offer services similar to those we provide. Our competitors include CEVA Logistics, DHL Group, DSV, GEODIS, ID Logistics Group, Kuehne + Nagel and Ryder ~~Systems~~System. Due to the competitive nature of our marketplace, we strive daily to strengthen and expand existing business relationships and forge new relationships.

Government Regulations

Our operations are regulated and licensed by various governmental agencies in the U.S. at the local, state, and federal levels and in other countries where we conduct business. These regulations impact us directly and indirectly when they regulate third parties with which we arrange or contract services. In addition, we are subject to a variety of other U.S. and foreign laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act and other anti-bribery and anti-corruption statutes.

Environmental Sustainability

Environmental sustainability is a key pillar of our Environmental, Social, and Governance (“ESG”) strategy. We are partnering with customers around the globe to help them achieve their environmental goals while we innovate to reduce our impact. For many of our customers, the logistics component of their supply chain accounts for a sizeable portion of their greenhouse gas (“GHG”) emissions and waste footprint. We collaborate with customers to create action plans that reduce emissions related to their supply chains through technology-enabled solutions.

Our environmental sustainability strategy is designed to be applicable globally while also compliant with local environmental regulations. Throughout our business, GXO has identified GHG emissions and waste associated with operations as our greatest opportunities to reduce our environmental impact. In 2021, we established environmental targets to track and prioritize our reduction of Scopes 1 and 2 GHG emissions and increase waste diversion rates globally. Part of our environmental strategy focuses on improving the energy efficiency of our buildings. We have a global initiative to replace our warehouse lighting with LED and are developing our strategy to increase the amount of renewable electricity used in our buildings.

Human Capital

Our success relies in large part on our robust governance structure and Code of Business Ethics, our corporate citizenship and engaged employees who embrace our values. As a customer-centric company with a strong service culture, we constantly work to maintain and improve our position as an employer of choice. This requires an unwavering commitment to workplace inclusion and safety as well as competitive total compensation that meets the needs of our employees and their families.

Employee Profile

As of December 31, ~~2024~~2025, we operated in 2726 countries with approximately ~~152~~154,000 team members (comprising approximately 105,000 full-time and part-time employees and 4749,000 temporary workers engaged through third-party agencies). Our workforce is located: 5052% in the United Kingdom, 2827% in Europe (excluding the United Kingdom), 20% in North America and 21% in Latin America and Asia combined. The majority of our employees in Europe and the United Kingdom were covered by collective bargaining agreements, while none of our employees in North America were covered by collective bargaining agreements. ~~As of December 31, 2024, approximately 32% of our global workforce were women, and 68% of our full-time workforce in the U.S. were ethnic minorities.~~

We have made and continue to make significant investments in the safety, well-being and satisfaction of our employees in numerous areas, including diversity, inclusion and belonging; health and safety; talent development and engagement; and expansive total rewards.

Diversity, Inclusion and Belonging

We take pride in having an inclusive workplace that encourages a diversity of backgrounds and perspectives and mandates fair treatment for all individuals. These attributes of our culture make us a stronger organization and a better partner to all GXO stakeholders. We welcome employees of every gender identity, sexual orientation, race, ethnicity, national origin, religion, life experience, veteran status and disability.

Health and Safety

Our employees’ safety is always our foremost priority, and we have numerous protocols in place to ensure a safe workplace environment. We aim to maintain an Occupational Safety and Health Administration recordable incident rate that is less than half the published rate for the General Warehousing and Storage sector, based on the “Industry Injury and Illness Data” of the U.S. Bureau of Labor Statistics.

Talent Development and Engagement

Our employees are critically important to our ability to provide best-in-class service. We ask our employees for feedback through engagement surveys, roundtables and town halls. We use periodic engagement surveys to gauge our progress and assess satisfaction. In this way, our employees help drive the continuous improvement of our business. We seek to identify top talent in all aspects of the recruitment process and we emphasize training and development supported by our own online GXO University.

We tailor our recruitment efforts by geography and job function, using an array of channels to ensure a diverse candidate pool. Our talent development infrastructure provides resources to employees who aspire to grow throughout their careers, such as tailored skills development, training and mentoring. In addition, we maintain a robust pipeline of future operations leaders by using structured sponsorships and additional learning techniques to develop internal candidates who demonstrate high potential to advance from supervisory roles into site leader

throughout their careers, such as tailored skills development, training and mentoring. In addition, we maintain a robust pipeline of future operations leaders by using structured sponsorships and additional learning techniques to develop internal candidates who demonstrate high potential to advance from supervisory roles into site leader positions. Our programs also retain top talent by defining personalized development paths and attract new talent by differentiating GXO as an employer of choice.

Expansive Total Rewards

We offer a competitive compensation package to help attract and retain outstanding talent. We offer competitive wages and a comprehensive suite of benefits to all employees to maintain our position as an employer of choice in the talent marketplace. A number of the benefits we offer were introduced in response to employee feedback — in the U.S., examples include our pregnancy care policy, family bonding policy, tuition reimbursement program for continuing education, and benefits such as diabetes management, supplemental insurance and short-term loans. In Europe, the benefits offered vary by country and are tailored to the needs of the local markets. Examples include comprehensive healthcare and risk insurance, employee assistance programs covering mental, physical and financial well-being, pension plans, profit sharing and local and global bonuses structured to offer competitive pay in each country.

Information About Our Executive Officers

The following information relates to our current executive officers:

Name

Age

Position

Malcolm Wilson

Chief Executive Officer

Patrick Kelleher

Chief Executive Officer

Baris Oran

5152

Chief Financial Officer

Karlis Kirsis

4546

Chief Legal Officer

Elizabeth Fogarty

5556

Chief Communications Officer

Richard Cawston

Chief Revenue Officer

Corinna Refsgaard

Chief Human Resources Officer

Corinna Refsgaard

Chief Human Resources Officer

Bart Beeks

Chief Operating Officer

Karen Bomber

Chief Commercial Officer

~~Malcolm~~Patrick ~~Wilson~~Kelleher has served as Chief Executive Officer ~~and~~of athe ~~director~~company since August ~~2021~~2025. Prior to GXO, ~~after~~he ~~serving~~served as ~~Chief~~CEO, ~~Executive~~North ~~Officer~~America ofat ~~XPO~~DHL ~~Logistics~~Supply ~~Europe~~Chain, ~~since~~from ~~September~~July ~~2017.~~2024 Heto ~~joined~~August ~~XPO~~2025. inPrior ~~2015~~to ~~through~~this ~~XPO’s~~role, ~~acquisition~~Mr. ofKelleher ~~Norbert~~served ~~Dentressangle,~~as ~~where~~DHL heSupply ~~led~~Chain’s ~~the~~global ~~logistics~~chief ~~division~~development ~~and~~officer ~~served~~from onApril ~~the~~2017 ~~executive~~to ~~board.~~June In2024 ~~December~~and ~~2024~~CEO, ~~Mr.~~Americas ~~Wilson~~at ~~announced~~Williams ~~his~~Lea ~~retirement~~Tag, aswhen ~~Chief~~it ~~Executive~~operated ~~Officer~~under ~~(“CEO”)~~DHL’s ~~and~~ownership, ~~director~~from ofJuly ~~the~~2015 ~~Company~~to inApril ~~2025~~2017.

Baris Oran has served as Chief Financial Officer since August 2021. Mr. Oran joined XPO in May 2021 as Chief Financial Officer of XPO’s Logistics segment after having previously served as Chief Financial Officer of the Sabanci Group, one of Turkey’s largest publicly traded companies. Mr. Oran served as Chief Financial Officer of Sabanci from 2016 to 2021, prior to which he held other senior finance roles at the company. On August 4, 2025, GXO and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer of GXO in March 2026. Mr. Oran will continue to serve as Chief Financial Officer until his departure or until such earlier date as his successor is appointed.

Karlis Kirsis has served as Chief Legal Officer since August 2021, after serving as Senior Vice President, European Chief Legal Officer, Corporate Secretary for XPO, a role he had held since February 2020. Mr. Kirsis previously served in various roles at XPO, including Senior Vice President, Corporate Counsel from July 2017 to February 2020 and Vice President, Corporate and Securities Counsel from September 2016 to July 2017.

Elizabeth Fogarty has served as Chief Communications Officer since September 2021. Prior to her time with GXO, Ms. Fogarty was employed by Citi as the Managing Director and Head of Global Consumer Banking Public Affairs from October 2013 to September 2021 and before that as the Director of Corporate Communications and Vice President of Global Public Affairs.

~~Richard~~Corinna ~~Cawston~~Refsgaard has served as Chief ~~Revenue~~Human Resources Officer ~~and~~since ~~President~~April of2024. ~~Europe~~Prior ~~since~~to ~~December~~her ~~2023~~time with GXO, ~~after~~Ms. ~~serving~~Refsgaard served as ~~President~~Group ofChief ~~Europe~~People ~~for~~and ~~GXO~~Culture ~~since~~Officer ~~August~~at ~~2021~~ISS, ~~and~~one ~~President~~ of ~~XPO~~the ~~Logistics~~world’s ~~Europe~~leading –workplace ~~Supply~~experience ~~Chain~~and ~~since~~facility ~~September~~management ~~2017.~~companies, Hefrom ~~joined~~November ~~XPO~~2018 into ~~2015~~March ~~through~~2024. ~~XPO’s~~Over ~~acquisition~~the course of ~~Norbert~~three ~~Dentressangle~~decades, ~~where~~she hehas ~~was~~held ~~Managing~~global, ~~Director~~regional ofand ~~the~~business ~~logistics~~unit ~~division~~HR inroles ~~the~~at ~~United~~firms, ~~Kingdom~~including Kontron, Fujitsu Technology Solutions, EADS and ~~Ireland~~Mercedes-Benz.

~~Corinna~~Bart ~~Refsgaard~~Beeks has served as Chief ~~Human~~Operating ~~Resource~~ Officer ~~since~~of ~~April~~the ~~2024.~~company ~~Prior~~since toJanuary ~~her~~2026. ~~time~~Mr. ~~with~~Beeks ~~GXO,~~most ~~Ms.~~recently ~~Refsgaard~~ served as ~~Group~~chief ~~Chief~~operating ~~People~~officer ~~and~~of ~~Culture~~CEVA ~~Officer~~Logistics atfrom ~~ISS,~~June ~~one~~2020 ofto ~~the~~June ~~world’s~~2025. ~~leading~~Prior ~~workplace~~to ~~experience~~his ~~and~~role ~~facility~~as ~~management~~chief ~~companies~~operating officer, ~~from~~he ~~November~~served ~~2018~~as toExecutive ~~March~~Vice ~~2024.~~President ~~Over~~in ~~the~~Benelux ~~course~~and ofSenior ~~three~~Vice ~~decades,~~President ~~she~~of ~~has~~Operational ~~held~~Excellence ~~global,~~at ~~regional~~CEVA. ~~and~~Before ~~business~~his ~~unit~~career HRin ~~roles~~logistics, atMr. ~~firms,~~Beeks ~~including~~served ~~Kontron,~~as ~~Fujitsu~~a ~~Technology~~Commanding ~~Solutions,~~Officer ~~EADS~~in ~~and~~the ~~Mercedes-Benz~~Dutch Special Forces.

Karen Bomber has served as Chief Commercial Officer of the company since January 2026. Prior to GXO, Ms. Bomber served as Chief Commercial Officer for ABB’s Energy Industries division from February 2023 to January 2026 and held leadership roles at Honeywell from June 2018 to January 2023, InVue Security Products from December 2012 to April 2018 and Tyco International from November 2011 to December 2012.

Available Information

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Reports filed with the SEC can be viewed at http://www.sec.gov and on our corporate website at www.gxo.com. Materials are available online as soon as reasonably practicable after we electronically submit them to the SEC. Further materials regarding our corporate governance policies and practices, including our Corporate Governance Guidelines, Code of Business Ethics and the charters relating to the committees of our Board of Directors, are also available on the investors section of our website.

Item 1A. Risk Factors.

The following are important factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Annual Report or our other filings with the SEC or in oral presentations such as telephone conferences and webcasts open to the public. You should carefully consider the following factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item 8.

Risks Related to Our Business

Risks Related to Our Strategy and Operations

We operate in a highly competitive industry, and failure to compete or respond to customer requirements could negatively affect our business and our results of operations.

The logistics industry is intensely competitive and is expected to remain so for the foreseeable future. We compete against multinational firms, regional players and emerging technology companies. We also must contend with our customers’ ability to in-source their logistics operations. The competitive factors that are most important to our customers are price and quality of service. Many larger customers utilize the services of multiple logistics providers. Customers regularly solicit bids from competitors to improve service and to secure favorable pricing and contractual terms such as longer payment terms, fixed-price arrangements, higher or unlimited liability and performance penalties. Increased competition and competitors’ acceptance of more onerous contractual terms could result in reduced revenues, reduced margins, higher operating costs or loss of market share, any of which could have a material adverse effect on our results of operations, cash flows and financial condition.

Increases in our labor costs to attract, develop and retain employees may have a material adverse effect on our business.

Our workforce is comprised primarily of employees who work on an hourly basis. To grow our operations and meet the needs and expectations of our customers, we must attract, develop and retain a large number of hourly employees while controlling labor costs. Many of our long-term customer contracts are fixed-price arrangements that limit our ability to pass on to our customers increases in labor costs due to low unemployment, increases in government unemployment benefits, competitive pressures, union activity or changes in federal or state minimum

~~wage~~Increases ~~or overtime laws and any such increases~~ in our labor costs ~~could~~to ~~adversely~~attract, ~~affect~~develop ~~our~~and ~~business,~~retain ~~results~~employees ofmay ~~operations,~~have ~~cash~~a ~~flows~~material ~~and~~adverse ~~financial~~effect ~~condition~~on our business.

Additionally, our operations are subject to various employment-related laws and regulations, which govern matters such as minimum wages, union organizing rights, the classification of employees and independent contractors, family and medical leave, overtime pay, compensable time, recordkeeping and other working conditions and a variety of similar laws that govern these and other employment-related matters. Any changes to employment-related laws and regulations, including increased minimum wages or the expansion of union organization rights, could result in increased labor costs that could adversely affect our business, results of operations, cash flows and financial condition.

Labor represents a significant portion of our operating expenses,; thus, compliance with these evolving laws and regulations could substantially increase our cost of doing business, while failure to do so could subject us to significant fines and lawsuits and could adversely affect our business, results of operations, cash flows and financial condition. We are currently subject to employment-related claims in connection with our operations. These claims, lawsuits and proceedings are in various stages of adjudication or investigation and involve a wide variety of claims and potential outcomes.

We depend on our ability to attract and retain qualified employees and temporary workers.

We depend on our ability to attract and retain qualified employees, including our executive officers and managers. In particular, we recently hired a new Chief Executive Officer, Chief Operating Officer and Chief Commercial Officer, which officer assumed the duties of our former Chief Revenue Officer, and have announced changes in our Chief Financial Officer and Chief Accounting Officer. If we are unable to attract, successfully onboard and retain such individuals, we may be unable to maintain our current competitive position within the industry, meet our customers’ expectations or successfully expand and grow our business.

Our ability to meet customer demands and expectations, especially during periods of peak volume, is substantially dependent on our ability to recruit and retain qualified temporary part-time and full-time workers. Increased demand for temporary workers, low unemployment or changes in federal or state minimum wage laws may increase the costs of temporary labor, and any such increases in labor costs could adversely affect our business, results of operations, cash flows and financial condition. In addition, macro-economic headwinds such as inflation and supply ~~change~~chain disruptions may increase the potential for labor shortages and heightened levels of employee turnover. Therefore, our inability to recruit a qualified temporary workforce may result in our inability to meet our customers’ performance targets.

Our past acquisitions, as well as any acquisitions that we may complete in the future, may be unsuccessful or result in other risks or developments that adversely affect our financial condition and results.

While we intend for our acquisitions to improve our competitiveness and profitability, we cannot be certain that our past or future acquisitions will be accretive to earnings or otherwise meet our operational or strategic expectations. Special risks, including accounting, regulatory, compliance, information technology or human resources issues may arise in connection with, or as a result of, the acquisition of an existing company, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired businesses, possible management distractions or the inability of the acquired business to achieve the levels of revenue, income, productivity or ~~synergies we anticipate or otherwise perform as we expect on the timeline contemplated. We are unable to predict all the risks that could arise as a result of our acquisitions.~~

If the performance of an acquired business varies from our projections or assumptions or if estimates about the future profitability of an acquired business change, our revenues, earnings or other aspects of our financial condition could be adversely affected. We may also experience difficulties in connection with integrating any acquired companies into our existing businesses and operations, including our existing infrastructure and information technology systems. The infrastructure and information technology systems of acquired companies could present issues that we were unable to identify prior to the acquisition and could adversely affect our financial condition and results. We have experienced challenges of this nature relating to the infrastructure and systems of certain companies that we have acquired. Also, we may not realize all of the synergies we anticipate from past and potential future acquisitions. Among the synergies that we currently expect to realize are cross-selling opportunities to our existing

~~customers,~~synergies aswe ~~well~~anticipate or otherwise perform as ~~network~~we ~~and~~expect ~~operational~~on ~~efficiencies.~~the ~~Variances~~timeline ~~from~~contemplated. ~~these~~We orare ~~other~~unable ~~assumptions~~to orpredict ~~expectations~~all ~~could~~the ~~adversely~~risks ~~affect~~that ~~our~~could ~~financial~~arise ~~condition~~as ~~and~~a ~~results~~result of ~~operations~~our acquisitions.

On June 19, 2025, we announced that the UK Competition and Markets Authority (“CMA”) had cleared GXO’s acquisition of Wincanton plc (“Wincanton”) subject to the divestment of a small number of Wincanton grocery contracts in the UK, and that integration would be permitted with the vast majority of the Wincanton business once certain administrative conditions were met. Those conditions were met in the fall of 2025 and the integration of Wincanton into GXO has commenced. However, GXO has yet to divest of a small number of Wincanton grocery contracts as required by the CMA and we are unable to predict all the risks that could arise as a result of our divestment of these contracts or failure to achieve a successful divestment.

We may not successfully manage our growth.

We have grown rapidly and substantially over prior years, including by expanding our internal resources, making acquisitions and entering new markets and we intend to continue to focus on rapid growth, including organic growth and additional acquisitions. We may experience difficulties and higher than expected expenses in executing this strategy as a result of unfamiliarity with new markets, changes in revenue and business models, entry into new geographic areas or increased pressure on our existing infrastructure and information technology systems.

Our growth will place a significant strain on our management, operational, financial and information technology resources. We will need to continually improve existing procedures and controls, as well as implement new transaction processing, operational and financial systems and procedures and controls to expand, train and manage our employee base. Our working capital needs will continue to increase as our operations grow. Failure to manage our growth effectively or obtain necessary working capital could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Our overseas operations are subject to various operational and financial risks that could adversely affect our business.

The services we provide outside the U.S. are subject to risks resulting from changes in tariffs, trade restrictions, trade agreements, tax rules and policies, difficulties in managing or overseeing foreign operations and agents, different liability standards, issues related to compliance with anti-corruption laws, such as the Foreign Corrupt Practices Act and the U.K. Bribery Act, data protection, trade compliance and intellectual property laws of countries that do not protect our rights relating to our intellectual property, including our proprietary information systems, to the same extent as U.S. laws. The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region or decrease the profitability of our operations in that region. In addition, as we expand our business in foreign countries, we will be exposed to increased risk of loss from foreign currency fluctuations and exchange controls.

We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities and earnings are denominated in foreign currencies.

We present our financial statements in U.S. dollars (“USD”), but we hold a significant proportion of our net assets and generate income in non-USD currencies, primarily the Euro and British pound sterling. Consequently, a depreciation of non-USD currencies relative to the USD could have an adverse impact on our financial results as further discussed in Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”

National and regional differences in monetary policy may cause the value of the non-USD currencies to fluctuate against the USD. Currency volatility contributes to variations in our revenue and expenses in foreign currency jurisdictions. Accordingly, fluctuations in currency exchange rates could adversely affect our business and financial condition.

Our inability to successfully manage the costs and operational difficulties of adding new customers and business may negatively affect our financial condition and operations.

Establishing new customer relationships or adding operational sites for existing customers requires a significant amount of time, operational focus and capital. Although we typically partner with our new customers to ensure that onboarding is smooth, our inability to integrate new customers or operational sites into our technology systems or recruit additional employees to manage new customer relationships or the incurrence of higher than anticipated costs to onboard new customers may negatively affect our financial condition or operations.

In addition, our operations can require a significant commitment of capital in the form of shelving, racking and other warehousing systems that may be necessary to implement warehouse solutions for our customers. These costs are often billed to the customer over the expected length of the customer relationship. To the extent that a customer defaults on its obligations under its agreement with us, we could be forced to take a significant loss on the unrecovered portion of the upfront capital costs.

The contractual terms between us and our customers could expose us to penalties and other costs in the event we do not meet the contractually prescribed performance levels.

We maintain long-term contracts with the majority of our customers, many of which include performance-based minimum levels of service. Although we manage our business to exceed prescribed performance levels, our inability to meet these service levels, whether due to labor shortages, volume peaks, our inability to procure temporary labor, technological malfunctions or other events that may or may not be within our control, may expose us to penalties or incremental costs or lead to the termination of customer contracts, any of which could negatively affect our business and financial condition.

Our operations are subject to seasonal fluctuations, and our inability to manage these fluctuations could negatively affect our business and our results of operations.

Many of our customers typically realize a significant portion of their sales during the holiday season in the fourth quarter of each calendar year. Although not all of our customers experience the same seasonal variation, and some customers may have seasonal peaks that occur in periods other than the fourth quarter, the seasonality of our customers’ businesses places higher demands on our services during peak periods, requiring us to take measures, including temporarily expanding our workforce, to meet our customers’ demands. Our failure to meet our customers’ expectations during these seasonal peaks may negatively affect our customer relationships, could expose us to penalties under our contractual arrangements with customers and ultimately could negatively affect our business and our results of operations.

Damage to our reputation through unfavorable publicity or the actions of our employees or temporary workers could adversely affect our financial condition.

Our success depends on our ability to consistently deliver operational excellence and strong customer service. Our inability to deliver our services and solutions as promised on a consistent basis, or our customers having a negative experience or otherwise becoming dissatisfied, can negatively impact our relationships with new or existing customers and adversely affect our brand and reputation, which could, in turn, adversely affect revenue and earnings growth. Adverse publicity (whether or not justified) relating to activities by our employees, contractors, agents or others with whom we do business, such as customer service issues, could tarnish our reputation and reduce the value of our brand. With the increase in the use of social media outlets such as LinkedIn, X ~~(formerly Twitter)~~, Facebook, Instagram and YouTube, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. This unfavorable publicity could also require us to allocate significant resources to rebuild our reputation.

We face risks associated with the handling of customer inventory.

Under some of our agreements, we maintain the inventory of our customers, some of which may be significant in value. Our failure to properly handle and safeguard such inventory exposes us to potential claims and expenses as well as harm to our business and reputation.

The Competition and Markets Authority in the United Kingdom (the “CMA”) has referred the Wincanton

Acquisition for an in-depth Phase 2 investigation.

On February 29, 2024, the Company and the board of directors of Wincanton plc (“Wincanton”) reached an agreement on the terms of a cash offer by the Company for Wincanton. On April 10, 2024, the Wincanton shareholders approved the Wincanton Acquisition and, on April 29, 2024, the Company completed the Wincanton

Acquisition. The Wincanton Acquisition was notified to the CMA which initiated its formal review of the transaction on September 9, 2024. Since completion of the transaction, Wincanton has been held separate from the Company pursuant to the terms of a customary initial enforcement order imposed by the CMA while it carries out its review. On November 1, 2024, the CMA announced that it intends to refer the Wincanton Acquisition for an in-depth Phase 2 investigation with a statutory deadline of April 30, 2025. The Company is reviewing the decision and will continue to engage constructively and collaboratively with the CMA. As a result, the possible timing and likelihood of the CMA’s investigation is uncertain, and the CMA may require, in connection with granting its approval of the transaction, divestitures or ongoing restrictions on the operation of the combined business, each of which could have a material impact on the anticipated strategic benefits and synergies from the combination. Any delay in the receipt of regulatory approval from the CMA for the Wincanton Acquisition will result in greater transaction costs and professional fees. The success of the Wincanton Acquisition will depend, in significant part, on our ability to successfully integrate Wincanton and its subsidiaries, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Wincanton Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.

Risks Related to Our Use of Technology

Our business will be seriously harmed if we fail to develop, implement, maintain, upgrade, enhance, protect and integrate our information technology systems, including the systems of any businesses that we acquire.

We rely heavily on our information technology systems in managing our business; they are a key component of our customer-facing services and internal growth strategy. In general, we expect our customers to continue to demand more sophisticated, fully integrated technology. To keep pace with changing technologies and customer demands, we must correctly address market trends and enhance the features and functionality of our proprietary technology platform in response to these trends. This process of continuous enhancement may lead to significant ongoing software development costs, which will continue to increase if we pursue new acquisitions of companies and their current systems. In addition, we may fail to accurately determine the needs of our customers or trends in the logistics industry, or we may fail to respond appropriately by implementing functionality for our technology platform in a timely or cost-effective manner. Any such failures could result in decreased demand for our services and a corresponding decrease in our revenues.

If our information technology systems are unable to manage high volumes with reliability, accuracy and speed as we grow, or if such systems are not suited to manage the various services we offer, our service levels and operating efficiency could decline. In addition, if we fail to hire and retain qualified personnel to implement, protect and maintain our information technology systems, or if we fail to enhance our systems to meet our customers’ needs, our results of operations could be negatively impacted.

Our technology may not be successful or may not achieve the desired results, and we may require additional training or different personnel to successfully implement this technology. Our technology development process may be subject to cost overruns or delays in obtaining the expected results, which may result in disruptions to our operations. Technology and new market entrants may also disrupt the way we and our competitors operate.

If we fail to successfully implement critical technology, if our technology does not provide the anticipated benefits or it does not meet market demands, we may be placed at a competitive disadvantage and could lose customers, materially adversely impacting our financial condition and results of operations.

A failure of our information technology infrastructure or a breach of our information systems, networks or processes may have a material adverse effect on our business.

~~direct~~Risks ~~threat~~Related to the ~~stability~~Use ~~or effectiveness~~ of ~~our~~Artificial ~~information~~Intelligence ~~technology systems~~ and ~~operations.~~Emerging The failure of our information technology systems to perform as we anticipate could adversely affect our business through transaction errors, billing and invoicing errors, internal recordkeeping and reporting errors, processing inefficiencies and loss of sales, receivables collection or customersTechnologies. Any such failure could result in harm to our reputation and have an ongoing adverse impact on our business, results of operations and financial condition, including after the underlying failures have been remedied.

We use, and intend on continuing to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business, including to optimize our operations, improve efficiency, and enhance customer solutions across our global logistics network. Our use of AI subjects us to risks related to accuracy, intellectual property infringement or misappropriation, data privacy, cybersecurity, and regulatory compliance, among others, and deficiencies or failures of our AI systems could subject us to competitive harm, regulatory action, penalties, legal liability, or reputational harm. Compliance with existing and future laws and regulations governing AI could be significant, may increase our operating expenses, require changes to our systems or processes, and could materially limit our ability to incorporate certain AI capabilities into our operations. In addition, our reliance on data obtained from internal systems, customers, vendors, cloud providers, and other third parties increases the risk that flawed, incomplete, biased, or compromised data could negatively impact AI-driven outputs and decision-making. Despite measures we have implemented to manage these risks, our systems may remain vulnerable, and a failure to prevent, detect, or mitigate issues arising from the use of AI could result in operational disruptions, unauthorized access to or disclosure of confidential or proprietary information, litigation, regulatory enforcement actions, fines or penalties, increased costs, and reputational damage. Additionally, competitors or other third parties may incorporate AI, automation, robotics, or other emerging technologies into their operations more quickly or more successfully than we do, or develop superior solutions using such technologies, which could impair our ability to compete effectively. We are and plan on continuing to invest in emerging technologies, including humanoid robots, and such investments may not be successful, may not deliver the expected operational benefits, may require significant ongoing capital expenditures and operational changes, or may result in additional liabilities. It is not possible to predict all of the risks related to the use of AI and emerging technologies, and the occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations, and reputation.

A failure of our information technology infrastructure or a breach of our information systems, networks or processes may have a material adverse effect on our business.

The efficient operation of our business depends on our information technology systems, including internet and cloud-based services, for many activities important to our business. We also rely on third parties and virtualized infrastructure to operate our information technology systems. Despite significant testing for risk management, external and internal risks, such as malware, insecure coding, “Acts of God,” data leakage and human error pose a direct threat to the stability or effectiveness of our information technology systems and operations. The failure of our information technology systems to perform as we anticipate could adversely affect our business through transaction errors, billing and invoicing errors, internal recordkeeping and reporting errors, processing inefficiencies and loss of sales, receivables collection or customers. Any such failure could result in harm to our reputation and have an ongoing adverse impact on our business, results of operations and financial condition, including after the underlying failures have been remedied.

We may also be subject to cyberattacks and other intentional hacking. Any failure to identify and address such defects or errors or prevent a cyberattack could result in service interruptions, operational difficulties, loss of revenues or market share, liabilities to our customers or others, the diversion of corporate resources, injury to our reputation or increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to the resulting claims or liability could similarly involve substantial cost. In addition, recently, regulatory and enforcement focus on data protection has heightened in the U.S. and abroad, particularly in the European Union (“EU”), and failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our business, its reputation, results of operations and financial condition.

Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.

We use both internally developed and purchased technologies in conducting our business. It is possible that users of these technologies, whether internally developed or purchased, could be claimed to infringe upon or violate the intellectual property rights of third parties. In the event that a claim is made against us by a third party for the infringement of intellectual property rights, a settlement or adverse judgment against us could result in increased costs to license the technology or a legal prohibition against continued use of the technology. Thus, our failure to obtain, maintain or enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely on a combination of intellectual property rights, including patents, copyrights, trademarks, domain names, trade secrets, intellectual property licenses and other contractual rights, to protect our intellectual property and technology. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated; our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties; or we may fail to secure the rights to intellectual property developed by our employees, contractors and others. Efforts to enforce our intellectual property rights may be time-consuming and costly, distract management’s attention, divert our resources in other ways and ultimately be unsuccessful. Moreover, should we fail to develop and properly manage future intellectual property, this could adversely affect our market positions and business opportunities.

Risks Related to Our Credit and Liquidity

Challenges in the commercial and credit environment may adversely affect our future access to capital on favorable terms.

Volatility in the world financial markets could increase borrowing costs or affect our ability to access the capital markets. Our ability to issue debt or enter into other financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for our services or in the solvency of our customers or suppliers or if there are other significantly unfavorable changes in economic conditions.

We have incurred debt obligations that could adversely affect our business and profitability and our ability to meet other obligations.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could materially and adversely affect our financial position and results of operations. Further, failure to comply with the covenants under our indebtedness may have a material adverse impact on our operations. If we fail to comply with any of the covenants under our debt obligations and are unable to obtain a waiver or amendment, such failure may result in an event of default under our indebtedness. We may not have sufficient liquidity to repay or refinance our indebtedness if such indebtedness were accelerated upon an event of default. We may also incur additional indebtedness in the future.

operations. Further, failure to comply with the covenants under our indebtedness may have a material adverse impact on our operations. If we fail to comply with any of the covenants under our debt obligations and are unable to obtain a waiver or amendment, such failure may result in an event of default under our indebtedness. We may not have sufficient liquidity to repay or refinance our indebtedness if such indebtedness were accelerated upon an event of default. We may also incur additional indebtedness in the future.

Our borrowing costs and access to capital and credit markets may be adversely affected by a downgrade or potential downgrade of our credit ratings.

Rating agencies routinely evaluate us, and their ratings of our long-term and short-term debt are based upon a number of factors, including our cash generating capability, levels of indebtedness, policies with respect to shareholder distributions and financial strength generally, as well as factors beyond our control, such as the then-current state of the economy and our industry generally. Our objective is to maintain credit ratings that provide us with ready access to global capital and credit markets. Any downgrade or announcement that we are under review for a potential downgrade of our current credit ratings by a credit rating agency, especially any downgrade to below investment grade, could increase our future borrowing costs, impair our ability to access capital and credit markets ~~on terms commercially acceptable to us or at all, and result in a reduction in our liquidity, all of which could adversely affect our financial condition, results of operations and cash flows.~~

on terms commercially acceptable to us or at all, and result in a reduction in our liquidity, all of which could adversely affect our financial condition, results of operations and cash flows.

Risks Related to Third-Party Relationships

Our business may be materially adversely affected by labor disputes or organizing efforts.

Labor disputes involving our customers could affect our operations. If our customers experience plant slowdowns or closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively impacted. In particular, we derive a substantial portion of our revenue from the operation and management of facilities that are often located close to a customer’s manufacturing plant and are integrated into the customer’s production line process. If any of our customers are affected by labor disputes and consequently cease or significantly modify their operations at a plant served by us, we may experience significant revenue loss and shutdown costs, including costs related to early termination of leases.

In Europe, our business activities rely on a large amount of labor, including a number of workers who are affiliated with trade unions and other staff representative institutions. A deteriorating economic environment may result in tensions in industrial relations, which may lead to industrial action within our European operations which could have a direct impact on our business operations. Generally, any deterioration in industrial relations in our European operations, such as general strike activities or other material labor disputes, could have an adverse effect on our revenues, earnings and financial position.

Although our workforce in the U.S. is not unionized, labor unions have, from time to time, attempted to organize our employees. Successful unionization of our employees or organizing efforts could lead to business interruptions, work stoppages and the reduction of service levels due to work rules and could have an adverse effect on our customer relationships and our revenues, earnings and financial position.

Any failure to properly manage our temporary workers could have a material adverse impact on our revenues, earnings and financial position.

Our business uses a large number of temporary workers in our operations. We cannot guarantee that temporary workers are as well-trained as our other employees. Specifically, we may be exposed to the risk that temporary workers may not perform their assignments in a satisfactory manner or may not comply with our safety rules in an appropriate manner, whether as a result of their lack of experience or otherwise. If such risks materialize, they could have a material adverse effect on our business and financial condition.

Risks Related to Litigation and Regulations

We may be involved in lawsuits and are subject to various claims that could result in significant expenditures and impact our operations.

The nature of our business exposes us to the potential for various types of claims and litigation. We are subject to claims and litigation related to our customer contracts and relationships, labor and employment, personal injury, vehicular accidents, cargo and other property damage, business practices, environmental liability and other matters, including claims asserted under various other theories of agency or employer liability~~, such as the investigation by Italian authorities into the deductibility of value-added tax payments by the Company to certain third-party cooperative labor providers~~. Claims against us may exceed the amount of insurance coverage that we have or may not be covered by insurance at all. Businesses that we acquire also increase our exposure to litigation. Material increases in liability claims or workers’ compensation claims, the unfavorable resolution of claims or our failure to recover, in full or in part, under indemnity provisions could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could affect our earnings.

We are subject to risks associated with defined benefit plans for our current and former employees, which could have a material adverse effect on our earnings and financial position.

We maintain defined benefit pension plans in the U.K. A decline in interest rates or lower returns on funded plan assets may cause increases in the expense and funding requirements for the plans. Despite past amendments that froze our defined benefit pension plan to new participants and curtailed benefits, the pension plans remain subject to volatility associated with interest rates, inflation, returns on plan assets, other actuarial assumptions and statutory funding requirements. Any of these factors could lead to a significant increase in the expense of the plans and a deterioration in the solvency of the plans, which could significantly increase our contribution requirements. As a result, we are unable to predict the effect on our financial statements associated with our defined benefit pension plan.

Changes in tax laws and regulations for U.S. and multinational companies may increase our tax liability.

The U.S. Congress, the Organisation for Economic Co-operation and Development (“OECD”), the EU and other government agencies in jurisdictions in which we and our affiliates do business have maintained a focus on the taxation of multinational companies. During 2023, the OECD issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. Many Pillar Two rules are effective for fiscal years beginning on January 1, 2024, with other aspects to be effective from 2025. On July 4, 2025, the One Big Beautiful Bill Act (P.L. 119-21) was signed into law. The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective through 2027. The Company regularly monitors developments in its jurisdictions and considers the impact of the tax-related proposals as they arise.

We are subject to regulations, which could negatively impact our business.

Our operations are regulated and licensed by various governmental agencies at the local, state and federal levels in the U.S. and in the foreign countries where we operate. These regulatory agencies have authority and oversight of domestic and international activities. Our subsidiaries must also comply with applicable regulations and requirements of various agencies.

The regulatory landscape in which we operate is constantly evolving and subject to significant change, including as a result of evolving political and social pressures. Future laws, regulations and regulatory reforms may be more stringent and may require changes to our operating practices that influence the demand for our services or require us to incur significant additional costs. We are unable to predict the impact that recently enacted and future regulations may have on our business. If higher costs are incurred by us as a result of future changes in regulations, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers.

Proposed or pending legislative or regulatory changes, or future legislative or regulatory changes, at the federal, state or local level may decrease demand for our services, increase our costs, including our labor costs, and negatively affect our business and our results of operations.

Our business is subject to possible regulatory and legislative changes that may impact our operations, including but not limited to changes that would encourage workers to unionize, make it easier for workers to collectively bargain, increase operational requirements on our business or mandate certain restrictions on the terms of employment for individual workers, including how often they can work or how long they can work in any individual shift. Any and all of these changes or other similar changes could have significant implications for our business model, including increasing our labor costs, reducing our operational flexibility and restricting our ability to meet our customers’ expectations and demands, any of which could negatively affect our business and our results of operations. If such regulations are adopted, they could increase our cost of operations or hinder our ability to meet our customers’ expectations and demands, either of which would negatively affect our business and our results of operations.

Additionally, significant regulatory changes at the federal, state or local level may negatively affect economic output, cause growth to slow, reduce consumer spending and sentiment and result in decreased demand for our services, negatively affecting our business and our results of operations.

Economic recessions and other factors, such as heightened geopolitical tensions or conflict, that reduce consumer spending, both in North America and Europe, could have a material adverse impact on our business.

Our performance is affected by recessionary economic cycles, downturns in customers’ business cycles and changes in customers’ business practices. Our customers experience cyclical fluctuations in demand for their products due to economic recessions, which reduces the demand for our services and could adversely affect our business, results of operations, cash flows and financial condition. The ramifications of any period of heightened geopolitical tensions or conflicts, including increased international trade sanctions or tariffs, may negatively impact regional and global economic markets, including where we operate, may cause supply chain disruptions, may reduce consumer demand and may cause inflation with increased costs for labor, transportation and energy. Any period of heightened geopolitical tensions or conflict can increase financial market volatility and could negatively affect our ability to raise additional capital when required. ~~While we do not conduct business in Russia, the conflict and its effects could adversely affect our business, results of operations, cash flows and financial condition.~~

Risks Related to Environmental, Social and Governance

Compliance with ESG laws and regulations could result in significant costs that adversely affect our consolidated results of operations.

Our operating locations are subject to environmental laws and regulations relating to the protection of the environment and health and safety matters, including those governing discharges of pollutants into the air and water, the management and disposal of hazardous substances and wastes and the clean-up of contaminated sites. The operation of our businesses entails risks under environmental laws and regulations. We could incur significant costs, including clean-up costs, fines and sanctions and claims by third parties for property damage and personal injury, as a result of violations of or liabilities under these laws and regulations. In addition, potentially significant expenditures could be required to comply with environmental laws and regulations, including requirements that may be adopted or imposed in the future.

Additionally, various jurisdictions, such as the State of California, the United Kingdom, and the European Union, have enacted legislation requiring certain companies to disclose climate-related financial risk as well as GHG emissions, and other non-financial information. The requirements differ across regulations, increasing the cost of compliance. We may incur additional expenses both in the management of disclosure as well as potential changes in company operations to comply with the regulations. Certain jurisdictions have enacted legislation requiring certain companies to look ininto their supply chain and more actively manage risk and disclose non-financial metrics such as GHG emissions and health and safety. Managing bespoke customer requests related to ESG regulation may also increase our expenses. As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on ESG metrics. Any failure or perceived failure to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

expand, we may have to undertake additional costs to control, assess and report on ESG metrics. Any failure or perceived failure to satisfy various ESG reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

Our ability to achieve our ESG goals is subject to risks, many of which are outside our control, and our reputation could be harmed if we fail to meet such goals.

Our ability to achieve our ESG goals, including our goal to achieve 30% reduction in Greenhouse Gas (“GHG”) emissions by 2030, and to accurately and transparently report our progress presents numerous operational, financial, legal and other risks and may be dependent on the actions of suppliers and other third parties, all of which are outside our control. Additionally, as we focus on growth the cost to meet our ESG goals, specifically decarbonization, may increase. If we are unable to meet our ESG goals or evolving stakeholder expectations and industry standards, our reputation could be negatively impacted. If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company.

Risks Related to Our Common Stock

Any stockholder’s percentage of ownership in GXO may be diluted in the future at any given time.

In the future, existing holders of our common stock may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including any equity awards that we will grant to our directors, officers and employees. Our employees have stock-based awards that correspond to shares of our common stock and the compensation committee of our board of directors has granted and is likely to continue to grant additional stock-based awards to our employees under our employee benefits plans. Such awards will have a dilutive effect on the number of GXO shares outstanding and therefore on our earnings per share, which could adversely affect the market price of our common stock.

Certain provisions in GXO’s amended and restated certificate of incorporation and amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of GXO, which could decrease the trading price of GXO’s common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include:

•the ability of our remaining directors to fill vacancies on our board of directors;

•limitations on stockholders’ ability to call a special stockholder meeting or act by written consent;

•rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; and

•the right of our board of directors to issue preferred stock without stockholder approval.

In addition, we are subject to Section 203 of the Delaware General ~~Corporate~~Corporation Law (the “DGCL”), which could have the effect of delaying or preventing a change of control. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with persons that acquire, more than 15% of the outstanding voting stock of a Delaware corporation may not engage in a business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or any of its affiliates become the holder of more than 15% of the corporation’s outstanding voting stock.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make GXO immune from takeovers; however, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of GXO and our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

and could delay or prevent an acquisition that our board of directors determines is not in the best interests of GXO and our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

GXO’s amended and restated certificate of incorporation contains an exclusive forum provision that may discourage lawsuits against GXO and GXO’s directors and officers.

Our amended and restated certificate of incorporation provides that unless the board of directors otherwise determines, the state courts within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of GXO, any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer of GXO to GXO or to GXO stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, any action asserting a claim against GXO or any current or former director or officer of GXO arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, any action asserting a claim relating to or ~~involving GXO governed by the internal affairs doctrine or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.~~

involving GXO governed by the internal affairs doctrine or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

To the fullest extent permitted by law, this exclusive forum provision will apply to state and federal law claims, including claims under the federal securities laws, including the Securities Act and the Exchange Act, although GXO stockholders will not be deemed to have waived GXO’s compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with GXO or our directors or officers, which may discourage such lawsuits against GXO or our directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations and financial condition.

We cannot guarantee that our share repurchase program will be fully implemented or that it will enhance long-term shareholder value.

In February 2025, our board of directors authorized the repurchase by the Company of up to $500 million of our common stock. The share repurchase plan permits repurchases of our common stock to be made from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise. The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. As a result, there can be no guarantee regarding the timing or volume of our share repurchases. The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. The repurchase program may be suspended or discontinued at any time and, even if fully implemented, may not enhance long-term shareholder value. As of December 31, 2025, the remaining authorization under the Repurchase Plan was $300 million.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

We believe that cybersecurity is fundamental to how we operate and, as such, we place significant focus on defining and managing our cybersecurity risk. With the ever-changing cybersecurity landscape and continual emergence of new threats, our Board of Directors, Audit Committee and senior management team ensure that significant resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We have an Enterprise Risk Management Committee, comprising senior leaders from key functions, and a Cybersecurity Risk Committee which utilize the National Institute of Standards and Technology (“NIST”) framework to ensure that these risks are clearly and effectively categorized and treated.

16We utilize comprehensive and widespread information sources and services (including third-party threat intelligence) to understand the threat landscape faced by the Company and design our protective controls accordingly using a defense-in-depth approach. The layers of these defenses are aligned to the NIST framework; Govern, Identify, Protect, Detect, Respond and Recover. The Enterprise Risk Management Committee and Cybersecurity Risk Management Committee meet regularly to consider any change to risk levels and ensure that the Company’s cybersecurity controls remain commensurate with those risk levels. These controls and their performance are constantly evaluated and evolved to ensure that the Company remains well protected against any new threats.

~~Committee~~The ~~which~~Company’s ~~utilize~~Chief ~~the~~Information ~~National~~Security ~~Institute~~Officer ~~of Standards and Technology~~ (“~~NIST~~CISO”) ~~framework~~is toresponsible ~~ensure~~for ~~that~~developing ~~these~~and ~~risks~~implementing ~~are~~our ~~clearly~~cybersecurity program and ~~effectively~~reporting ~~categorized~~on ~~and~~related ~~treated~~matters to our Board of Directors. The CISO has over two decades

We utilize comprehensive and widespread information sources and services (including third-party threat intelligence) to understand the threat landscape faced by the Company and design our protective controls accordingly using a defense-in-depth approach. The layers of these defenses are aligned to the NIST framework; Govern, Identify, Protect, Detect, Respond and Recover. The Enterprise Risk Management Committee and Cybersecurity Risk Management Committee meet regularly to consider any change to risk levels and ensure that the Company’s cybersecurity controls remain commensurate to those risk levels. These controls and their performance are constantly evaluated and evolved to ensure that the Company remains well protected against any new threats.17

~~The Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our cybersecurity program and reporting on related matters to our Board~~ of ~~Directors. The CISO has over two decades of~~ cyber security experience in a variety of industries including banking, aerospace, manufacturing and defense. A decade of this experience has been in senior leadership roles. The CISO leads a global team of highly trained experts covering all major cybersecurity functions including Technical Engineering and Architecture, Governance, Risk and Compliance, Security Operations and Incident Response, Threat and Vulnerability Management and Security Awareness. The technologies, policies and processes associated with these functions are tested by third parties at least annually to ensure continued effectiveness and identify any opportunities for improvement. These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors and intellectual property.

A full suite of cybersecurity policies exists and is applicable to all employees globally. These policies are reviewed annually and approved by relevant senior leaders. All Company employees are required to complete cybersecurity training annually, with quarterly “refreshers” throughout the year. An advanced phishing simulation program exists at the Company and all employees are tested at least monthly on their ability to identify phishing emails.

We invest in our cybersecurity defenses and have implemented multiple layers of protection against all known critical threats. We have high levels of compliance to protective controls on our technical estate, robust perimeter defenses, industry-leading filtering and analysis of web and email traffic, widespread multi-factor authentication, continuous training of our employees through educational material or simulation (e.g., phishing) and 24/7 monitoring of the IT estate. We have a robust and up-to-date Cyber Incident Response Plan (“CIRP”) that is performed as a table-top exercise at least annually. A range of dashboards has been designed for use by the cybersecurity management team to monitor the day-to-day performance of the cybersecurity defenses and immediately remediate any sign of concern.

All third-party vendors utilized by GXO undergo a cybersecurity assessment at the time of engagement. This assessment scrutinizes the third party’s cybersecurity maturity to ascertain the level of risk the third party may present to the systems and data of GXO and its customers. Additionally, these vendors’ security maturity is constantly monitored via a third-party service.

Our Audit Committee and our Board of Directors actively participate in discussions with management and among themselves regarding cybersecurity risks. In addition, our Board receives regular cybersecurity reports, which include a review of key performance and risk indicators, test results and related remediation, and recent threats and how the Company is managing those threats.

Despite the continuous risk faced by the Company, we have suffered no incidents that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition, nor have we had any widespread intrusion or incident. Notwithstanding the exhaustive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on our business, results of operations and financial condition. While GXO maintains cybersecurity insurance, the costs related to cybersecurity threats or disruptions may not be fully insured. See Item 1A. “Risk Factors” for a discussion of cybersecurity risks.

1718

Item 2. Properties.

AsOur ~~of December 31, 2024, we operated in 1,030 facilities, including our~~ corporate ~~and~~headquarters ~~administrative~~is ~~offices,~~located ~~of which 420 facilities are owned or leased by our customers. We lease our global headquarters~~ in Greenwich, Connecticut ~~and our executive office in London, England~~. ~~In the aggregate, we occupied approximately 218 million square feet in our locations.~~

	Facilities				Square Footage
Locations	Leased Facilities	Owned Facilities	Customer Facilities (1)	Total	Leased Facilities	Owned Facilities	Customer Facilities (1)	Total
					(in millions)
United States	176	—	120	296	49	—	35	84
United Kingdom	209	4	186	399	21	1	36	58
Europe	184	—	97	281	41	—	30	71
Other (2)	37	—	17	54	4	—	1	5
Total	606	4	420	1,030	115	1	102	218

As of December 31, 2025, we operated 1,043 facilities, including our corporate and administrative offices. Of these, 479 facilities were owned or leased by our customers. Overall, we occupied approximately 221 million square feet across our locations.


	Facilities				Square Footage
Locations	Leased Facilities	Owned Facilities	Customer Facilities(1)	Total	Leased Facilities	Owned Facilities	Customer Facilities(1)	Total
					(in millions)
United Kingdom	191	3	189	383	22	1	38	61
United States	155	—	170	325	45	—	37	82
Europe (2)	180	—	102	282	42	—	30	72
Other (3)	35	—	18	53	4	—	2	6
Total	561	3	479	1,043	113	1	107	221

(1) Locations owned or leased by our customers.

(2) ~~Locations~~Europe ~~are~~exclusive inof ~~Asia,~~the ~~Latin~~United ~~America and Canada~~Kingdom.

(3) Locations are in Asia, Canada and Latin America.

Item 3. Legal Proceedings.

See Item 8 of Part II, “Financial Statements and Supplementary Data” — Note 18. “Commitments and Contingencies” to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

1819

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information and Dividends

Our common stock is traded on the New York Stock Exchange under the symbol “GXO.” On February 1320, ~~2025~~2026, there were approximately 7458 record holders of our common stock.

We have never declared or paid cash dividends on our common stock. Any determination to pay dividends on our common stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors considers relevant.

Issuer Purchases of Equity Securities

On February 18, 2025, our Board of Directors approved the repurchase of up to $500 million of GXO’s common stock (the “Repurchase Plan”). The Repurchase Plan allows shares of common stock to be repurchased from time to time in management’s discretion, through various methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or otherwise. The Repurchase Plan does not obligate us to repurchase any specific number of shares and may be suspended or discontinued at any time. As of December 31, 2025, $300 million remained available for repurchases under the plan. No shares were repurchased during the fourth quarter of 2025.

Stock Performance Graph

GXO became a standalone publicly traded company on August 2, 2021. The following graph sets forth the cumulative total stockholder return to GXO’s stockholders for the period beginning August 2, 2021, through December 31, ~~2024~~2025, as well as the corresponding returns on the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index.

The stock performance assumes $100.00 was invested on August 2, 2021, in our common stock, the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index, including reinvestment of dividends through December 31, ~~2024~~2025.

	8/2/21		12/31/21		12/31/22		12/31/23		12/31/24
GXO	$	100.00	$	144.01	$	67.69	$	96.97	$	68.97
S&P 400 MidCap Index	100.00		105.57		90.28		103.33		115.93
S&P 500 Technology Index	100.00		113.85		80.94		126.59		171.76
S&P 500 Transportation Index	100.00		110.27		88.61		97.57		96.16


	8/2/21		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
GXO	$	100.00	$	144.01	$	67.69	$	96.97	$	68.97	$	83.46
S&P 400 MidCap Index	100.00		105.57		90.28		103.33		115.93		122.78
S&P 500 Technology Index	100.00		113.85		80.94		126.59		171.76		211.80
S&P 500 Transportation Index	100.00		110.27		88.61		97.57		96.16		106.28

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes included elsewhere in this Annual Report. This Form 10-K contains certain forward-looking statements that are intended to be covered by the safe harbors created by The Private Securities Litigation Reform Act of 1995. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Also, the following discussion and analysis of our financial condition and results of operations generally discusses ~~2024~~2025 and ~~2023~~2024 items and year-to-year comparisons between ~~2024~~2025 and ~~2023~~2024. Discussions of ~~2022~~2023 financial condition and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023 are not included in this Annual Report and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Business Overview

GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry. We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services differentiated by our ability to deliver technology-enabled, customized solutions at scale. Our customers rely on us to move their goods with high efficiency through their supply chains — from the moment goods arrive at our warehouses through fulfillment and distribution, and the management of returned products. Our customer base includes many blue-chip leaders in sectors that demonstrate high growth and/or durable demand, with significant growth potential through customer outsourcing of logistics services.

We strive to provide all customers with consistent quality service and cutting-edge automation. We also collaborate with our largest customers on planning and forecasting and assist with network optimization, working with these customers to design or redesign their supply chains to meet specific goals, such as environmental, social and governance. Our multidisciplinary, consultative approach has led to many of our key customer relationships extending for years and expanding in scope.

The most dramatic growth in demand in recent years has been in e-commerce and related sectors, including omnichannel retail and other direct-to-consumer channels. We expect to attract new customers and expand the services we provide to existing customers through new projects,; thus earning more of their logistics spending. We use technology to manage advanced automation, labor productivity, sustainability, safety and the complex flow of goods within sophisticated warehouse environments.

Our business model is asset-light and historically resilient in cycles, with high returns, strong free cash flow and visibility into revenue and earnings. The vast majority of our contracts with customers are long-term in nature, and our warehouse lease arrangements generally align with contract length. The Company has both fixed-price contracts (closed book or hybrid contracts) and cost-plus contracts (open book contracts). Most of our customer contracts contain both fixed and variable components. The fixed component is typically designed to cover warehouse, technology and equipment costs, while the variable component is determined based on expected volumes and associated labor costs. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, the Company will generate more or less profit. Cost-plus contracts provide for the payment of allowable costs incurred during the performance of the contract plus a specified margin.

2022

~~On April 29, 2024, the Company completed the acquisition of Wincanton plc (“Wincanton”), a U.K. logistics provider specializing in both warehousing and transportation solutions (“the Wincanton~~ Acquisition”). On October 23, 2023, the Company completed the acquisition of PFSweb, Inc. (“PFS”), an e-commerce order fulfillment company based in Irving, Texas (the “PFS Acquisition”). Due to the acquisitions of Wincanton in 2024 and PFS in 2023, comparisons in our results of operations between 2024 and 2023 are less meaningful. For additional information regarding our acquisitions, see Note 4. “Acquisitions” to the Consolidated Financial Statements.

In April 2024, the Company completed the acquisition of Wincanton plc (now “Wincanton Limited”), a U.K. logistics provider specializing in both warehousing and transportation solutions (“the Wincanton Acquisition”). The Wincanton Acquisition was subject to review by the U.K. Competition and Markets Authority (the “CMA”). In June 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K. We expect to complete the Wincanton Divestment in 2026.

Due to the acquisition of Wincanton in 2024, comparisons in our results of operations between 2025 and 2024 are less meaningful. For additional information regarding our acquisitions, see Note 5. “Acquisition and Divestiture” to the Consolidated Financial Statements.

Results of Operations

	Year Ended December 31,
(In millions, except percentages)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Revenue	$	1113,~~709~~178	$	911,~~778~~709	$	1,~~931~~469	2013	%
Direct operating expense	911,~~853~~190		89,~~035~~853		1,~~818~~337		2314	%
Selling, general and administrative expense	1,~~061~~106		~~998~~1,061		6345		64	%
Depreciation and amortization expense	~~415~~457		~~361~~415		5442		1510	%
Transaction and integration costs	7654		3476		42(22)		~~n/m~~(29)	%
Restructuring costs and other	27		3225		~~(5)~~2		~~(16)~~8	%
Litigation expense	59		—		59		n/m
Regulatory matter and litigation expense	65		59		6		10	%
Operating income	218		318		(100)		(31)	%
Net loss on divestiture of business	34		2		32		n/m
Other income, net	31		1		30		n/m
Operating income	245		218		27		12	%
Interest expense, net	(103)		(53)		(50)		94	%
Other income (expense), net	(8)		31		(39)		n/m
Income before income taxes	146		266		(120)		(45)	%
Interest expense, net	(133)		(103)		(30)		29	%
Income tax expense	(8)		(33)		25		(76)	%
Income before income taxes	104		146		(42)		(29)	%
Net income	$	138	$	233	$	(95)	(41)	%
Income tax expense	(68)		(8)		(60)		n/m
Net income	$	36	$	138	$	(102)	(74)	%

n/m - not meaningful

Revenue for ~~2024~~2025 increased by 2013%, or $1.95 billion, to $1113.72 billion, ~~compared~~up ~~with~~from $911.87 billion ~~for~~in ~~2023~~2024. The increase primarily reflects $~~1.6~~655 ~~billion~~million from the ~~acquisitions of~~ Wincanton Acquisition and ~~PFS.~~growth ~~Also, revenue increased~~ in our ~~Continental~~business ~~Europe~~from ~~and~~new ~~U.K.~~contract implementations and ~~Ireland businesses, mainly driven by higher~~ pricing. ~~Foreign~~Favorable foreign currency movements increased revenue by $~~109~~352 million in ~~2024~~2025.

Direct operating ~~expenses~~expense ~~comprise~~comprises both fixed and variable ~~expenses~~costs and ~~consist~~include of operating ~~costs~~expenses related to our warehouse operations, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies, and information technology expenses. Direct operating expense for ~~2024~~2025 increased by 2314%, or $1.83 billion, to $911.92 billion, ~~compared~~up ~~with~~from $89.09 billion ~~for~~in ~~2023~~2024. The increase primarily reflects $~~1.4 billion~~595 million from the ~~acquisitions of~~ Wincanton ~~and~~Acquisition ~~PFS,~~ and higher personnel and temporary labor ~~expenses~~costs indriven ~~the~~by ~~U.K. and Ireland~~ business ~~from~~ growth ~~in the business~~. ~~Direct operating expense also increased due to foreign currency movement in our U.K. and Ireland and Continental Europe businesses.~~ As a percentage of revenue, direct operating expense was 84.19% ~~and 82.2%~~ in ~~2024~~2025 and ~~2023, respectively~~84.1% ~~The increase~~ in ~~Direct operating expense as a percentage of revenue was primarily related to the Wincanton Acquisition~~2024.

Selling, general and administrative expense (“SG&A”) primarily consists of salary and benefit costs for executive and certain ~~administration~~administrative functions, professional fees, bad -debt expense and legal costs. SG&A for ~~2024~~2025 increased by 64%, or $6345 million, to $1.1,106 ~~billion~~million, ~~compared~~up ~~with~~from $~~998~~1,061 million in ~~2023~~2024. The increase was primarily driven by the ~~acquisitions of~~ Wincanton Acquisition and ~~PFS~~higher personnel costs.

Depreciation and amortization expense for 2024 increased by $54 million to $415 million compared with $361 million for 2023. Depreciation and amortization expense increased primarily due to the acquisitions of Wincanton and PFS. Depreciation and amortization expense included amortization of intangible assets acquired of $108 million and $71 million in 2024 and 2023, respectively.23

21Depreciation and amortization expense for 2025 increased by $42 million, to $457 million, up from $415 million in 2024. Amortization expense totaled $119 million and $108 million in 2025 and 2024, respectively. Depreciation and amortization expense increased primarily due to the Wincanton Acquisition.

Transaction and integration costs ~~were~~totaled $7654 million in ~~2024~~2025, compared with $3476 million ~~for~~in ~~2023~~2024. Transaction and integration costs in ~~2024~~2025 primarily included $6148 million related to the Wincanton Acquisition ~~and $8 million related to the integration of PFS~~. Transaction and integration costs in ~~2023~~2024 primarily included $20 61 million related to the ~~integration~~Wincanton ofAcquisition ~~Clipper Logistics plc~~ and $12 8 million ~~related~~for to the ~~PFS~~PFSweb, ~~Acquisition~~Inc. integration.

We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These costs are primarily related to severance, including projects to optimize human resources, finance and information technology activities, and are not associated with customer attrition. Restructuring costs and other were $27 million for ~~2024~~2025, compared with $3225 million for ~~2023~~2024. Restructuring costs and other in ~~2024~~2025 ~~related~~consisted toof aseverance ~~restructuring~~paid ~~plan~~to ~~designed~~exiting toindividuals ~~centralize~~from ~~certain~~the ~~finance,~~Company’s ~~human~~leadership ~~resource~~team and ITseverance ~~functions~~paid as part of an initiative to optimize corporate expenses. Restructuring costs and other for ~~2023~~2024 ~~included $16 million~~ related to ~~severance,~~a ~~$11 million~~restructuring ~~for~~plan ~~impairment~~designed ~~charges,~~to ~~and~~centralize ~~$5 million~~certain ~~associated~~finance, ~~with~~human ~~the~~resource ~~exit~~and ofIT afunctions ~~non-core~~from ~~businesses~~regional ~~in Asia~~teams.

~~Litigation~~Regulatory matter and litigation expense intotaled ~~2024~~$65 ~~related~~million toin a2025, ~~settlement~~compared ~~agreement~~with ~~dated~~$59 ~~June~~million ~~14,~~in 2024. WeIn ~~recognized~~2025, we recorded $5965 million ~~for~~of expense related to a regulatory matter regarding the ~~settlement,~~deductibility ~~associated~~of ~~legal~~value-added ~~fees,~~tax ~~and~~payments ~~other~~we ~~related~~made ~~expenses.~~to ~~For~~certain ~~additional~~third-party ~~information~~service ~~regarding~~providers, ~~our~~which ~~legal~~were ~~matters~~challenged ~~see~~by ~~Note~~the 18Italian authorities. ~~“Commitments~~In ~~and~~2024, ~~Contingencies”~~we recorded $59 million of litigation expense related to ~~the~~a ~~Consolidated~~settlement ~~Financial~~agreement ~~Statements~~with one of our customers.

~~Other~~Net ~~income,~~loss ~~net~~on ~~increased~~divestiture ~~due~~of tobusiness ~~higher~~in ~~pension~~2025 ~~income~~and 2024 was $34 million and ~~foreign~~$2 ~~currency~~million, ~~movements~~respectively. In ~~2024~~2025, ~~pension~~net ~~income~~loss ~~primarily~~on ~~increased~~divestiture of business was primarily due to athe ~~defined~~write-down ~~benefit~~of ~~plan~~certain ~~assumed~~grocery contract assets planned to be divested in ~~connection~~2026 ~~with~~as required under the ~~Wincanton~~CMA ~~Acquisition~~approval we received in 2025.

InOther ~~2024~~income (expense), ~~the~~net ~~Company~~decreased ~~recorded~~from aincome ~~gain~~to ofexpense, ~~$8 million~~primarily indue ~~connection~~to ~~with~~foreign acurrency ~~real~~loss ~~estate~~on ~~transaction.~~foreign currency contracts.

Other income (expense), net was as follows:

	Year Ended December 31,
(In millions, except percentages)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Net periodic pension income	$	2119	$	821	$	13(2)	~~n/m~~(10)	%
Foreign currency gain (loss):
Realized foreign currency option and forward contracts loss	(5)		(13)		8		(62)	%
Realized loss on foreign currency contracts	(12)		(5)		(7)		n/m
Unrealized foreign currency option and forward contracts gain	11		4		7		n/m
Unrealized gain (loss) on foreign currency contracts	(7)		11		(18)		n/m
Foreign currency transaction and remeasurement loss	(3)		—		(3)		n/m
Foreign currency transaction and remeasurement loss, net of intercompany foreign currency contracts	(4)		(3)		(1)		33	%
Total foreign currency gain (loss)	3(23)		~~(9)~~3		12(26)		n/m
Other	7(4)		27		5(11)		n/m
Other income, net	$	31	$	1	$	30	n/m
Other income (expense), net	$	(8)	$	31	$	(39)	n/m

n/m - not meaningful

Interest expense, net increased due to the debt incurred for the Wincanton Acquisition. Interest expense, net was as follows:

	Year Ended December 31,
(In millions, except percentages)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Debt and capital leases	$	~~148~~175	$	96148	$	5227	5418	%
Cross-currency swaps	(3935)		(3339)		~~(6)~~4		18(10)	%
Interest income	(67)		(106)		4(1)		~~(40)~~17	%
Interest expense, net	$	~~103~~133	$	53103	$	5030	9429	%

Income before income taxes for ~~2024~~2025 decreased by $~~120~~42 million, to $~~146~~104 million, compared with $~~266~~146 million ~~for~~in ~~2023~~2024. The decrease was mainly driven by ~~higher~~increased ~~transaction~~Other ~~and integration costs, litigation~~ expense, net and ~~interest~~Interest expense, net, partially offset by ~~higher~~increased ~~other~~Operating income, ~~net. Income before income taxes for our domestic operations was a pre-tax loss of $88 million for 2024, compared with $97 million of pre-tax income~~ in ~~2023~~2025. ~~The decrease from income to a loss in 2024 was primarily driven by higher transaction and integration costs, litigation expense and~~

22Income before income taxes for our domestic operations was $11 million for 2025, compared with an $88 million loss in 2024. In 2024, our transaction and integration costs were higher, and we reached a settlement agreement with one of our domestic customers, resulting in a $59 million expense.

~~interest expense for debt incurred for the Wincanton Acquisition.~~ Income before income taxes for our foreign operations was $~~234~~93 million for ~~2024~~2025, compared with $~~169~~234 million in ~~2023~~2024. ~~The~~In ~~increase~~2025, inwe ~~2024~~incurred ~~was~~a $65 million expense related to the settlement of a foreign regulatory matter and recorded a $34 million loss primarily ~~driven~~due byto ~~growth~~a inwrite-down loss on the ~~business~~divestment ~~and~~of ~~other~~certain ~~income,~~grocery ~~net~~contracts.

Income tax expense was $868 million in ~~2024~~2025, compared with $338 million in ~~2023~~2024. Our effective tax rate was 565.64% in ~~2024~~2025 and 125.46% in ~~2023~~2024. The ~~decrease~~change in ~~our~~the Company’s effective ~~income~~ tax rate was primarily driven by ~~income~~non-deductible ~~tax~~regulatory ~~benefits~~matter ~~from~~and transaction costs in 2025 and the release of a valuation ~~allowances~~allowance in France in 2024.

The Organisation for Economic Co-operation and Development (“OECD”) has introduced the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. While the Company expects to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where the Company expects Pillar Two taxes to apply. The income tax provision for the year ended December 31, 2025, includes the effects of Pillar Two taxes. This did not have a material impact on our fiscal 2024 or 2025 tax provision, and the Company continues to monitor Pillar Two developments, including the impact of the Side-by-Side Package published by the OECD on January 5, 2026, as it relates to the interplay between the U.S. international tax system and Pillar Two for U.S. headquartered companies.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The legislation includes reinstatement of favorable tax treatment for certain business provisions, including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and revisions to the business interest expense limitations. The impact of OBBBA was limited to our current and deferred provision and did not have a material impact on the Company’s income tax expenses for the year ended December 31, 2025.

Liquidity and Capital Resources

Overview

Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facility and factoring programs. Our principal uses of cash in the future will be primarily to fund our operations, working capital needs, capital expenditures, repayment of borrowings and strategic business development transactions. The timing and magnitude of our new contract start-ups can vary and may positively or negatively impact our cash flows. We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources.

AsOur ofprincipal ~~December 31,~~uses ~~2024, we held cash and cash equivalents~~ of ~~$413 million, restricted~~ cash ~~of $72 million recorded~~ in ~~Other~~the ~~long-term~~future ~~assets,~~will ~~and~~be weprimarily ~~had~~to ~~$999~~fund ~~million~~our ofoperations, ~~borrowing~~working ~~capacity~~capital ~~available~~needs, ~~net~~capital ofexpenditures, ~~letters~~repayment of ~~credit~~borrowings ~~under~~and ~~our~~strategic ~~revolving~~business ~~credit~~development ~~facilities~~transactions. ~~During~~The ~~2024,~~timing weand ~~deposited~~magnitude ~~€68 million ($70 million as~~ of ~~December~~our ~~31,~~new ~~2024)~~contract ofstart-ups ~~restricted~~can ~~cash~~vary ~~in relation to a contingency,~~ and inmay ~~January~~positively ~~2025,~~or ~~the~~negatively ~~Company~~impact ~~deposited~~our ancash ~~additional~~flows. ~~amount~~We ofcontinually ~~€16 million ($17 million).~~

We believe that our cash and cash equivalents on hand, our cash flows from operations, the borrowing capacity under our revolving credit facilities, and the use of our factoring programs will provide sufficient liquidity to operate our business and fund our current and assumed obligations for at least the next 12 months.25

~~For~~evaluate ~~additional information regarding~~ our ~~cash~~liquidity requirements ~~from contractual obligations, indebtedness~~ and ~~lease~~capital ~~obligations,~~structure ~~and~~in ~~legal~~light ~~matters,~~of ~~see~~our ~~Note~~operating ~~18. “Commitments and Contingencies~~needs,” ~~Note~~growth ~~10.~~initiatives ~~“Debt~~ and ~~Financing~~capital ~~Arrangements” and Note 9~~resources. ~~“Leases” to the Consolidated Financial Statements.~~

As of December 31, 2025, we held cash and cash equivalents of $854 million and restricted cash of $3 million, and we have $794 million of borrowing capacity available, net of letters of credit under our revolving credit facility.

On February 18, 2025, our board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of our common stock. The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise. The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We expect to fund any remaining repurchases with existing cash on hand, borrowings on our revolving credit facility, and/or other financing sources. The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time. As of December 31, 2025, the remaining authorization under the Repurchase Plan was $300 million.

We believe that our cash and cash equivalents on hand, cash flows generated by our operations, borrowings available under our revolving credit facility, the use of our factoring programs, and refinancing options available to us in the capital markets, will provide sufficient liquidity to operate our business and meet our obligations for at least the next twelve months and for the foreseeable future thereafter.

For additional information regarding our cash requirements from contractual obligations, indebtedness and lease obligations, and legal matters, see “Contractual Obligations” below.

Capital Expenditures

Our future capital spending includes fulfillment costs and investments in technology and automation to improve the speed and accuracy of order fulfillment and the resiliency of our supply chains. The level and the timing of the Company’s capital expenditures within these categories can vary as a result of a variety of factors outside our control, such as the timing of new contracts, availability of labor and materials and foreign currency fluctuations. We believe that we have significant discretion over the amount and timing of our capital expenditures as we are not subject to any agreement that would require significant capital expenditures on a designated schedule or upon the occurrence of designated events.

Financial Condition

The following table summarizes our asset and liability balances as of December 31, ~~2024~~2025 and ~~2023~~2024:

	December 31,
(In millions, except percentages)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Total current assets	$	2,641	$	2,568	$	73	3	%
Current assets	$	3,288	$	2,641	$	647	24	%
Total long-term assets	8,625		6,939		1,686		24	%
Long-term assets	8,974		8,625		349		4	%
Total current liabilities	3,189		2,626		563		21	%
Current liabilities	3,875		3,189		686		22	%
Total long-term liabilities	5,042		3,935		1,107		28	%
Long-term liabilities	5,372		5,042		330		7	%

~~Total~~Current assets ~~and~~increased ~~liabilities~~mainly ~~increased~~due to higher cash balances from ~~December 31,~~the ~~2023~~issuance toof ~~December 31~~long-term debt and increased accounts receivable, ~~2024~~net of factoring. Current liabilities increased primarily due to accrued expenses and the ~~Wincanton~~current ~~Acquisition~~portion of our long-term debt. ~~Total~~Additionally, ~~liabilities~~both ~~also~~assets and liabilities increased due to ~~issuance~~foreign ofcurrency ~~$1.1 billion~~translation, specifically the strengthening of ~~unsecured~~the ~~notes~~British topound ~~fund~~sterling and the ~~Wincanton~~Euro ~~Acquisition~~against the U.S. dollar compared to December 31, 2024.

Cash Flow Activity

Our cash flows from operating, investing and financing activities, as reflected onin our Consolidated Statements of Cash Flows, were summarized as follows:

	Year Ended December 31,
(In millions, except percentages)	~~2024~~2025		~~2023~~2024		$ Change		% Change
Net cash provided by operating activities	$	~~549~~434	$	~~558~~549	$	(9115)	(221)	%
Net cash used in investing activities	(~~1,157~~196)		(~~410~~1,157)		~~(747)~~961		~~n/m~~(83)	%
Net cash provided by (used in) financing activities	636		(186)		822		n/m
Net cash provided by financing activities	111		636		(525)		(83)	%
Effect of exchange rates on cash and cash equivalents	~~(13)~~23		(13)		~~(26)~~36		n/m
Net increase (decrease) in cash, restricted cash and cash equivalents	$	15	$	(25)	$	40	n/m
Net increase in cash, restricted cash and cash equivalents	$	372	$	15	$	357	n/m

n/m - not meaningful

Operating Activities

Cash flows ~~provided~~from by operating activities ~~for 2024~~ decreased by $9115 million in 2025 compared to ~~2023~~2024. ~~This~~The ~~decline~~decrease was ~~driven~~due byto ~~decreased~~lower net income ~~after~~adjusted ~~adjustments~~ for the net effect of non-cash items, ~~offset~~and byincreased ~~benefits from~~ working capital ~~activity~~consumption ~~compared~~in ~~to the prior year~~2025.

Investing Activities

Investing activities used $~~1.2~~196 ~~billion~~million of cash in ~~2024~~2025 compared with $~~410~~1.2 ~~million~~billion in ~~2023~~2024. ~~During~~In ~~2024~~2025, we used $~~863~~ 324 million, ~~net of cash received,~~ to ~~fund~~purchase ~~the~~property ~~Wincanton~~and ~~Acquisition~~equipment, ~~used~~paid $~~359~~24 million ~~of cash~~ to ~~purchase~~settle ~~property~~net ~~and~~investment ~~equipment~~hedges, ~~partially~~and ~~offset~~received by $61149 million ~~of proceeds~~ from the ~~sales~~sale of property and equipment. ~~and~~In ~~$4 million~~2024, inwe ~~net~~used ~~proceeds~~$863 ~~from~~million, ~~the~~net ~~settlement~~ of ~~cross-currency~~cash ~~swap agreements~~received, ~~excluding~~to ~~accrued~~fund ~~interest.~~the ~~During~~Wincanton ~~2023~~Acquisition, we used $~~274~~359 million ofto ~~cash~~purchase ~~for~~property ~~capital~~and ~~expenditures~~equipment, ~~used~~received $~~149~~61 million infrom ~~connection with~~ the ~~PFS~~sale ~~Acquisition and $3 million in settlement~~ of ~~cross-currency~~property ~~swap~~and ~~agreements~~equipment, ~~excluding~~and ~~accrued~~received ~~interest, partially offset by~~ $18 4 million ~~of proceeds~~ from the ~~sales~~settlement of ~~property~~net ~~and~~investment ~~equipment~~hedges.

Financing Activities

Financing activities generated $~~636~~111 million of cash in ~~2024~~2025 ~~and~~compared ~~used~~with $~~186~~636 million in ~~2023~~2024. ~~The~~In ~~primary~~2025, ~~source~~we ofreceived ~~cash~~$577 ~~from~~million ~~financing activities~~ in ~~2024~~proceeds ~~was~~from the issuance of long-term debt, ofused $~~1.1~~200 ~~billion,~~million ~~partially~~to ~~offset~~repurchase byshares ~~cash~~of ~~used~~our tocommon ~~repay~~stock under the stock repurchase plan, used $~~408~~180 million ofto repay debt, ~~$45~~used $50 million to repay finance lease obligations, ~~and~~used $8 25 million into ~~payments~~repay ~~for~~revolving credit facilities, used $9 million to pay employee taxes on net settlement of equity awards, and used $2 million to pay debt issuance costs. ~~The~~In ~~primary~~2024, ~~use~~we ofreceived ~~cash~~$1.1 billion in proceeds from ~~financing~~the ~~activities~~issuance inof ~~2023~~long-term ~~was~~debt, used $286 million to repay debt, used $122 million to repay revolving credit facilities, used $45 million to repay finance lease obligations, used $9 million to pay debt issuance costs, and used $8 million to pay employee taxes on net settlement of equity awards.

$140 million in repayment of debt, $29 million to repay finance lease obligations and $12 million in payments for employee taxes on net settlement of equity awards.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

As of December 31, ~~2024~~2025, our outstanding obligations ~~under~~included $2.8 billion in operating ~~and~~leases, $326 million in finance leases, ~~were~~and $2.58 billion ~~and~~in ~~$276 million~~long-term debt, ~~respectively~~including the current portion. ~~For~~In ~~additional~~addition, ~~information~~we ~~see~~have ~~Note~~obligations 9.under ~~“Leases”~~agreements to purchase goods or services entered into during the ~~Consolidated~~ordinary ~~Financial~~course ~~Statements~~of business, which are enforceable and legally binding.

As of December 31, 2024, we had a total of $1.9 billion of Unsecured Notes outstanding, consisting of $1.1 billion Unsecured Notes with interest payable semiannually on May 6 and November 6 of each year and $800 million Unsecured Notes with interest payable semiannually on January 15 and July 15 of each year. We also have $450 million of variable-rate term loans outstanding with interest payable in arrears at our option monthly, quarterly, or semiannually. For additional information see Note 10. “Debt and Financing Arrangements” to the Consolidated Financial Statements.27

InFor ~~addition,~~additional weinformation ~~have~~regarding ~~obligations~~our cash requirements for ~~agreements~~operating toand ~~purchase~~finance ~~goods~~leases, orindebtedness, ~~services~~and ~~entered~~commitments ~~into~~and incontingencies, ~~the~~see ~~ordinary~~Note ~~course~~9. of“Leases,” ~~business~~Note ~~that~~10. ~~are~~“Debt ~~enforceable~~and Financing Arrangements,” and ~~legally~~Note ~~binding~~18. “Commitments and Contingencies” to the Consolidated Financial Statements.

Guaranteed Securities: Summarized Financial Information

The following information is provided to comply with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended for the €500 million 3.750% notes due 2030 issued by GXO Logistics Capital B.V. (“GXO Capital”), a subsidiary of the Company incorporated under the laws of the Netherlands. GXO Capital was incorporated on October 15, 2025.

The €500 million 3.750% notes due 2030 are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by GXO Logistics, Inc. (“GXO”). The €500 million 3.750% notes due 2030 are not guaranteed by any of GXO’s or GXO Capital’s subsidiaries (all GXO subsidiaries other than GXO Capital are referred to herein as "non-guarantor subsidiaries"). Holders of the €500 million 3.750% notes due 2030 will have a direct claim only against GXO Capital, as issuer, and GXO, as guarantor.

The following tables set forth the summarized financial information as of and for the years ended December 31, 2025 and 2024 of GXO, and as of and for the period ended December 31, 2025, of GXO Capital, on a standalone basis, which does not include the consolidated impact of the assets, liabilities, and financial results of their subsidiaries except as noted on the tables below, nor does it include any impact of intercompany eliminations as there were no intercompany transactions between GXO and GXO Capital. This summarized financial information is not intended to present the financial position or results of operations of GXO or GXO Capital in accordance with U.S. generally accepted accounting principles (“GAAP”).

For additional information, see “Note 10. Debt and Financing Arrangements” to the Consolidated Financial Statements.


GXO
Summarized Results of Operations
Standalone and Unconsolidated (Unaudited)


	Year Ended December 31,
(In millions)	2025		2024
Revenue	$	—	$	—
Costs and expenses	32		53
Operating loss	(32)		(53)
Dividend income and other income from non-guarantor subsidiaries	133		137
Other income (expense), net	(15)		4
Interest expense, net	(94)		(72)
Income tax benefit	21		13


Net income attributable to GXO standalone	$	13	$	29


GXO
Summarized Assets and Liabilities
Standalone and Unconsolidated (Unaudited)


	December 31,
(In millions)	2025		2024
Current assets	$	519	$	107
Investments in non-guarantor subsidiaries	2,361		3,819
Notes receivable from non-guarantor subsidiaries	860		1
Other noncurrent assets	81		56
Total assets	$	3,821	$	3,983

Accounts payable to non-guarantor subsidiaries	$	384	$	268
Current debt	400		50
Other current liabilities	93		59
Long-term debt	1,758		2,278
Notes payable to non-guarantor subsidiaries	210		127
Other noncurrent liabilities	167		5
Total liabilities	$	3,012	$	2,787


GXO Capital
Summarized Results of Operations
Standalone and Unconsolidated (Unaudited)


	Year Ended
(In millions)	December 31, 2025
Revenue	$	—
Costs and expenses	—
Operating income	—


Interest expense, net	(2)
Income tax (expense) benefit	—


Loss attributable to GXO Capital standalone	$	(2)


GXO Capital
Summarized Assets and Liabilities
Standalone and Unconsolidated (Unaudited)


	December 31,
(In millions)	2025
Current assets	$	3
Investments in non-guarantor subsidiaries	2,350
Other noncurrent assets	1
Total assets	$	2,354

Current liabilities	$	6
Long-term debt	580
Total liabilities	$	586

Critical Accounting Policies and Estimates

We prepare our Consolidated Financial Statements in accordance with GAAP. We make assumptions, estimates and judgments that affect our reported amounts of assets, liabilities, revenues, expenses, gains and losses. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified the following accounting policies to be the most critical as they are important to our financial condition and results of operations and require significant judgment and estimates on the part of management in their application.

Business Combinations

We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill.

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. Significant assumptions utilized in the allocation of the purchase price related to intangible assets include future expected cash flows from acquired intangibles and discount rates.

Our estimates of fair value are based upon reasonable assumptions but are inherently uncertain and unpredictable, and as a result, actual results may differ from these estimates. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For additional information, see Note 45. “~~Acquisitions~~Acquisition and Divestiture” to the Consolidated Financial Statements.

Evaluation of Goodwill

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. Goodwill is tested at the reporting unit level, which is an operating segment or one level below, on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not ~~reduce the fair value of a reporting unit below its carrying value. We have three reporting units: i) Americas and Asia-Pacific, ii) United Kingdom and Ireland and iii) Continental Europe.~~

reduce the fair value of a reporting unit below its carrying value. We have three reporting units: i) Americas and Asia-Pacific, ii) United Kingdom and Ireland and iii) Continental Europe.

For each reporting unit, we first assess qualitative factors that are specific to the reporting unit as well as industry and macroeconomic factors to determine whether it is necessary to perform a quantitative goodwill impairment test. The qualitative factors could include a significant change in the business climate, legal factors, operating performance indicators, competition or the sale or disposition of a significant portion of a reporting unit. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed.

A quantitative goodwill impairment test, when performed, includes estimating the fair value of a reporting unit using the income and/or market approach. The income approach of determining fair value is based on the present value of estimated future cash flows, which requires us to make various assumptions, including assumptions about the timing and amount of future cash flows, growth rates and discount rates. The discount rates reflect management’s judgment and are based on a risk-adjusted weighted-average cost of capital utilizing industry market data of businesses similar to the reporting units. Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, cost of capital and tax rates. Our forecasts also reflect expectations concerning future economic conditions, interest rates and other market data. The market approach of determining fair value is based on comparable market multiples for companies engaged in similar businesses, as well as recent transactions within our industry. We believe using these valuation techniques yields the most appropriate evidence of the reporting unit’s fair value.

Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit and therefore could affect the likelihood and amount of any potential impairment.

Employee Benefit Plans

We sponsor various retirement plans, with the most significant plans held in the U.K. (the “U.K. Retirement Plans”). Assumptions used in the accounting for these employee benefit plans include the discount rate and expected return on plan assets. Assumptions are determined based on company data and appropriate market indicators and are evaluated each year at December 31. The December 31, 2025 pension funded status and 2026 expense are affected by year-end 2025 assumptions. A change in any of these assumptions would have an effect on the net periodic pension cost reported in the Consolidated Financial Statements.

Sensitivity Analysis. The discount rate is determined based on the yield on a portfolio of high-quality bonds, constructed to provide cash flows necessary to meet our pension plans’ expected future benefit payments, as determined for the accumulated benefit obligation. A 50-basis-point decrease in the discount rate of the U.K. Retirement Plans would ~~result~~have resulted in an estimated increase in the accumulated benefit obligation of approximately $9194 million in 2025. The expected return on plan assets assumption is derived ~~using~~from the current and expected asset allocation of the pension plan assets, and ~~considering~~it considers historical asand ~~well as~~ expected returns onfor various classes of plan assets. An increase or decrease of 50 basis points in the expected return on plan assets for the U.K. Retirement Plans would have decreased or increased our net periodic pension cost by approximately $9 million in ~~2025~~2026. For additional information, see Note 15. “Employee Benefit Plans” to the Consolidated Financial Statements.

New Accounting Standards

Information related to new accounting standards is included in Note 2. “Basis of Presentation and Significant Accounting Policies” to the Consolidated Financial Statements.

2631

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our market risk disclosures involve forward-looking statements. Actual results could differ materially from those projected in such forward-looking statements. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates.

Interest Rate Risk

~~Our~~As ~~long-term~~of ~~debt~~December 31, ~~portfolio~~2025, ~~excluding~~our ~~finance~~long-term ~~leases and other~~ debt, ~~consists~~included of $12.9 5 billion in fixed-rate notes and $~~450~~275 million ~~variable-rate~~in ~~term~~a ~~loans based on the~~ Secured Overnight Financing Rate (“SOFR”)~~. For our variable~~-~~rate~~based ~~debt, we entered into interest rate swap agreements to convert $125 million of~~ variable-rate ~~U.S.~~term ~~dollar~~loan, ~~(“USD”)~~excluding ~~denominated~~finance ~~debt~~leases ~~into~~and ~~USD-denominated~~other ~~fixed-rate~~ debt. ~~Additionally,~~A wehypothetical ~~entered~~1% ~~into~~increase ~~cross-currency~~in ~~swap agreements to convert $250 million of variable-rate debt from~~ SOFR toas ~~the Euro Interbank Offered Rate (“Euribor”). As~~ of December 31, ~~2024~~2025, ~~a hypothetical 1% increase in SOFR and Euribor~~ would have increased our interest expense by approximately $3 million.

Foreign Currency Exchange Rate Risk

A significant proportion of our net assets and income ~~are~~is in non-USD currencies,. ~~primarily~~These are mainly the British pound sterling (“GBP”) and the Euro (“EUR”). We are exposed to currency risk from ~~potential~~ changes in ~~functional~~the ~~currency~~value ~~values~~ of ~~our~~these currencies. Our foreign currency -denominated assets, liabilities, and cash flows. ~~Consequently,~~are ~~the~~affected ~~depreciation~~by ofsuch changes. If the EUR or ~~the~~ GBP ~~relative~~depreciates toagainst the USD, it could adversely impact on our financial results.

We entered into cross-currency swap ~~and forward~~ agreements to manage our foreign currency exchange risk by effectively converting a portion of the fixed-rate USD-denominated debt, including ~~the~~ interest payments, tointo fixed-rate EUR-denominated debt and a portion of the floating-rate USD-denominated ~~loans~~loan, including ~~the~~ interest payments, tointo floating-rate EUR-denominated debt. ~~We use foreign currency options and forward contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or GBP as their functional currency.~~

AsWe ofuse ~~December 31,~~foreign ~~2024,~~currency aoptions ~~uniform~~contracts ~~10%~~to ~~strengthening~~mitigate in the ~~value~~risk of ~~the~~a ~~USD~~reduction ~~relative~~in to the ~~EUR~~value ~~and~~of ~~GBP~~earnings ~~would~~from ~~have decreased~~ our ~~net~~operations ~~assets by $70 million and $92 million, respectively, net of foreign currency hedging. These theoretical calculations assume~~ that anuse ~~instantaneous,~~the ~~parallel~~EUR ~~shift~~or ~~in exchange~~ GBP ~~and~~as ~~EUR~~their ~~rates~~functional ~~occurs~~currency.

As of December 31, 2025, a uniform 10% strengthening in the USD relative to the EUR and GBP would have decreased our net assets by $29 million and $96 million, respectively, net of foreign currency hedging. These theoretical calculations assume an instantaneous, parallel shift in the GBP and EUR rates.

See Note 11. “Fair Value Measurements and Financial Instruments” to the Consolidated Financial Statements for additional information.

2732

Item 8. Financial Statements and Supplementary Data.

Index to Financial Statements

			Page
Report of Independent Registered Public Accounting Firm			2934
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022			32
Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023			37
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022			33
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023			38
Consolidated Balance Sheets as of December 31, 2024 and 2023			34
Consolidated Balance Sheets as of December 31, 2025 and 2024			39
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022			35
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023			40
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022			37
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023			42
Notes to Consolidated Financial Statements			3843
Note 1 - Organization			3843
Note 2 - Basis of Presentation and Significant Accounting Policies			3843
Note 3 - Revenue Recognition			4449
Note 4 - Acquisitions			45
Note 4 - Segment Information			50
Note 5 - Segment Information			47
Note 5 - Acquisition and Divestiture			51
Note 6 - Goodwill			4953
Note 7 - Intangible Assets			4953
Note 8 - Property and Equipment			5054
Note 9 - Leases			5054
Note 10 - Debt and Financing Arrangements			5256
Note 11 - Fair Value Measurements and Financial Instruments			5458
Note 12 - Accrued Expenses			5761
Note 13 - Stockholders’ Equity			5861
Note 14 - Stock-Based Compensation			5862
Note 15 - Employee Benefit Plans			6065
Note 16 - Restructuring Charges and Other			63
Note 16 - Restructuring Costs and Other			67
Note 17 - Income Taxes			6368
Note 18 - Commitments and Contingencies			6773
Note 19 - Subsequent Events			68

2833

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

GXO Logistics, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of GXO Logistics, Inc. and subsidiaries (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income, ~~changes~~cash ~~in equity~~flows, and ~~cash~~changes ~~flows~~in equity for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Wincanton plc. during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Wincanton plc.’s internal control over financial reporting associated with approximately 9.9% of total assets, excluding associated goodwill and intangible assets and approximately 11.8% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Wincanton plc.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’'s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

2934

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~it ~~relate~~relates.

Acquisition-date fair value of a customer relationship intangible asset

As discussed in Note 4 to the consolidated financial statements, on April 29, 2024, the Company acquired Wincanton plc in a business combination for consideration of approximately $958 million. As a result of the transaction, the Company acquired a customer relationship intangible asset associated with the generation of future income from the acquiree’s existing customers. The acquisition-date fair value of intangible assets recorded by the Company was $539 million, which included a customer relationship intangible asset.

We identified the evaluation of the acquisition-date fair value of the customer relationship intangible asset as a critical audit matter. Subjective auditor judgment was required to evaluate certain assumptions used to estimate the acquisition-date fair value of the customer relationship intangible asset. Specifically, there was limited observable market information for the forecasted revenue and customer attrition assumptions, and evaluation of the discount rate assumption required specialized skills and knowledge. Changes in these assumptions could have had a significant impact on the acquisition-date fair value of the customer relationship intangible asset.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the acquisition-date fair value of the customer relationship intangible asset. This included controls related to the determination of the forecasted revenue, customer attrition, and discount rate assumptions used in the Company’s model. We evaluated the Company’s forecasted revenue of the acquired company by comparing it to past performance of the acquired company, and actual and forecasted revenue trends of the acquiree’s peers. We evaluated the Company’s customer attrition assumption by comparing it to historical attrition

experienced by the acquired company. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rate used by comparing it against a discount rate that was developed using publicly available market data for comparable entities.

Sufficiency of audit evidence over revenue from contracts with customers

As discussed in Notes 2 and 3 to the consolidated financial statements, revenue is recognized over the period in which services are provided under the terms of the Company’s contractual relationship with its customers. For the year ended December 31, ~~2024~~2025, the Company reported $1113.72 billion of revenue.

We identified the evaluation of the sufficiency of audit evidence over revenue from contracts with customers (revenue) as a critical audit matter. Subjective auditor judgment and IT professionals with specialized skills and knowledge were required to evaluate the sufficiency of audit evidence obtained over revenue due to the number and dispersion of warehouse management and other IT systems used in the processing and recording of revenue.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue, including manual controls related to the examination of revenue contracts and detection of revenues recorded outside of expectations. We involved IT professionals with specialized skills and knowledge to test certain manual and automated controls, including general IT controls, over multiple relevant IT systems and information used in internal control. We compared certain revenue activity recorded during the year to cash received, adjusted for reconciling items. We evaluated the relevance and reliability of certain reconciling items to underlying documentation, including the changes in accounts receivable and deferred revenue. We examined a selection of revenue contracts and transactions to assess that revenue was recorded in accordance with the Company’s accounting policy. Additionally, for a sample of accrued revenue at year-end, we confirmed with the Company’s customers the amount of revenue billed subsequent to year-end and compared the result to the Company’s accounting records. We evaluated the ~~sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.~~

sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG LLP

We have served as the Company’s auditor since 2021.

New York, New York

February 1825, ~~2025~~2026

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GXO Logistics, Inc.

Consolidated Statements of Operations

	Year Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue	$	1113,~~709~~178	$	911,~~778~~709	$	89,~~993~~778
Direct operating expense	911,~~853~~190		89,~~035~~853		78,~~443~~035
Selling, general and administrative expense	1,~~061~~106		~~998~~1,061		~~886~~998
Depreciation and amortization expense	~~415~~457		~~361~~415		~~329~~361
Transaction and integration costs	7654		3476		6134
Restructuring costs and other	27		3225		3225
Litigation expense	59		—		—
Regulatory matter and litigation expense	65		59		—
Operating income	218		318		242
Net loss on divestiture of business	34		2		7
Other income, net	31		1		51
Operating income	245		218		318
Interest expense, net	(103)		(53)		(29)
Other income (expense), net	(8)		31		1
Income before income taxes	146		266		264
Interest expense, net	(133)		(103)		(53)
Income tax expense	(8)		(33)		(64)
Income before income taxes	104		146		266
Net income	138		233		200
Income tax expense	(68)		(8)		(33)
Net income attributable to Noncontrolling Interests (“NCI”)	(4)		(4)		(3)
Net income	36		138		233
Net income attributable to GXO	$	134	$	229	$	197
Net income attributable to Noncontrolling Interests (“NCI”)	(4)		(4)		(4)
Net income attributable to GXO	$	32	$	134	$	229
Earnings per share
Basic	$	10.1228	$	1.9312	$	1.6893
Diluted	$	10.1228	$	1.9212	$	1.6792
Weighted-average common shares outstanding
Weighted-average shares outstanding used in computation of earnings per share
Basic	~~119~~115,~~413~~677		~~118~~119,~~908~~413		~~117~~118,~~050~~908
Diluted	~~119~~116,~~798~~303		119,~~490~~798		~~117~~119,~~616~~490

See accompanying Notes to the Consolidated Financial Statements.

3237

GXO Logistics, Inc.

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income	$	~~138~~36	$	~~233~~138	$	~~200~~233
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	~~(34)~~147		19(34)		~~(98)~~19
Cash flow hedges	(13)		(21)		7(2)
Pension plans	(42)		(1)		(36)
Fair value hedges	(1)		—		—
Other comprehensive income (loss), net of tax	(77)		16		(127)
Pension plans	(31)		(42)		(1)
Comprehensive income, net of tax	61		249		73
Other comprehensive income (loss), net of tax	112		(77)		16
Less: Comprehensive income attributable to NCI	1		5		2
Comprehensive income, net of tax	148		61		249
Comprehensive income attributable to GXO	$	60	$	244	$	71
Less: Comprehensive income attributable to NCI	4		1		5
Comprehensive income attributable to GXO	$	144	$	60	$	244

See accompanying Notes to the Consolidated Financial Statements.

3338

GXO Logistics, Inc.

Consolidated Balance Sheets

	December 31,
(Dollars in millions, shares in thousands, except per share amounts)	~~2024~~2025		~~2023~~2024
ASSETS
Current assets
Cash and cash equivalents	$	~~413~~854	$	~~468~~413
Accounts receivable, net of allowance of $15 and $11	1,799		1,753
Accounts receivable, net of allowance of $15 and $15	2,028		1,799
Other current assets	~~429~~406		~~347~~429
Total current assets	23,~~641~~288		2,~~568~~641
Long-term assets
Property and equipment, net of accumulated depreciation of $1,732 and $1,545	1,160		953
Property and equipment, net of accumulated depreciation of $2,126 and $1,732	1,151		1,160
Operating lease assets	2,~~329~~563		2,~~201~~329
Goodwill	3,~~549~~781		23,~~891~~549
Intangible assets, net of accumulated amortization of $618 and $528	986		567
Intangible assets, net of accumulated amortization of $781 and $618	909		986
Other long-term assets	~~601~~570		~~327~~601
Total long-term assets	8,~~625~~974		68,~~939~~625
Total assets	$	1112,~~266~~262	$	911,~~507~~266
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	~~776~~758	$	~~709~~776
Accrued expenses	1,~~271~~492		~~966~~1,271
Current debt	~~110~~446		27110
Current operating lease liabilities	~~647~~745		~~597~~647
Other current liabilities	~~385~~434		~~327~~385
Total current liabilities	3,~~189~~875		23,~~626~~189
Long-term liabilities
Long-term debt	2,~~521~~619		12,~~620~~521
Long-term operating lease liabilities	12,~~898~~044		1,~~842~~898
Other long-term liabilities	~~623~~709		~~473~~623
Total long-term liabilities	5,~~042~~372		35,~~935~~042
Commitments and Contingencies (Note 18)
Stockholders’ Equity
Common Stock, $0.01 par value per share; 300,000 shares authorized, 119,496 and 119,057 shares issued and outstanding	1		1
Common Stock, $0.01 par value per share; 300,000 shares authorized, 119,868 and 119,496 shares issued and 114,512 and 119,496 shares outstanding, respectively	1		1
Preferred Stock, $0.01 par value per share; 10,000 shares authorized, none issued and outstanding	—		—
Treasury stock, at cost; 5,356 and 0 shares, respectively	(202)		—
Additional Paid-In Capital (“APIC”)	2,629		2,598
Preferred Stock, $0.01 par value per share; 10,000 shares authorized, 0 issued and outstanding	—		—
Retained earnings	686		552
Additional Paid-In Capital (“APIC”)	2,667		2,629
Accumulated Other Comprehensive Income (Loss) (“AOCIL”)	(313)		(239)
Retained earnings	718		686
Total stockholders’ equity before NCI	3,003		2,912
Accumulated Other Comprehensive Income (Loss) (“AOCIL”)	(201)		(313)
NCI	32		34
Total stockholders’ equity before NCI	2,983		3,003
Total equity	3,035		2,946
NCI	32		32
Total liabilities and equity	$	11,266	$	9,507
Total equity	3,015		3,035
Total liabilities and equity	$	12,262	$	11,266

See accompanying Notes to the Consolidated Financial Statements.

3439

GXO Logistics, Inc.

Consolidated Statements of Cash Flows

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash flows from operating activities:
Net income	$	~~138~~36	$	~~233~~138	$	~~200~~233
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	~~415~~457		~~361~~415		~~329~~361
Stock-based compensation expense	39		35		33
Goodwill and intangibles write-down loss held for sale	25		—		—
Deferred tax benefit	(38)		(41)		(7)
Stock-based compensation expense	47		39		35
Other	1		23		(17)
Deferred tax benefit	(29)		(38)		(41)
Other	10		1		23
Changes in operating assets and liabilities
Accounts receivable	~~118~~(88)		~~(17)~~118		(7117)
Other assets	~~(54)~~21		28(54)		2428
Accounts payable	23(61)		~~(3)~~23		45(3)
Accrued expenses and other liabilities	~~(93)~~16		(6193)		6(61)
Net cash provided by operating activities	~~549~~434		~~558~~549		~~542~~558
Cash flows from investing activities:
Capital expenditures	(~~359~~324)		(~~274~~359)		(~~342~~274)
Proceeds from sale of property and equipment	61149		1861		4018
Acquisition of business, net of cash acquired	~~(863)~~—		(~~149~~863)		(~~876~~149)
Cross-currency swap agreements settlement	4		(3)		21
Net investment hedges settlement	(24)		4		(3)
Other	—3		~~(2)~~—		8(2)
Net cash used in investing activities	(~~1,157~~196)		(~~410~~1,157)		(~~1,149~~410)
Cash flows from financing activities:
Proceeds from debt, net	1,090		—		917
Common stock repurchased	(200)		—		—
Repayments of debt, net	(408)		(140)		(82)
Proceeds from long-term debt, net of issuance discount	577		1,096		—
Repayments of finance lease obligations	(45)		(29)		(33)
Payments for debt issue costs	(2)		(9)		—
Taxes paid related to net share settlement of equity awards	(8)		(12)		(16)
Net borrowings under revolving credit facilities	(25)		(122)		(18)
Other	7		(5)		1
Repayments of debt	(180)		(286)		(122)
Net cash provided by (used in) financing activities	636		(186)		787
Repayments of finance lease obligations	(50)		(45)		(29)
Effect of exchange rates on cash and cash equivalents	(13)		13		(18)
Taxes paid related to net share settlement of equity awards	(9)		(8)		(12)
Net increase (decrease) in cash, restricted cash and cash equivalents	15		(25)		162
Other	—		10		(5)
Cash, restricted cash and cash equivalents, beginning of year	470		495		333
Net cash provided by (used in) financing activities	111		636		(186)
Cash, restricted cash and cash equivalents, end of year	$	485	$	470	$	495
Effect of exchange rates on cash and cash equivalents	23		(13)		13
Net increase (decrease) in cash, restricted cash and cash equivalents	372		15		(25)
Cash, restricted cash and cash equivalents, beginning of year	485		470		495
Cash, restricted cash and cash equivalents, end of year	$	857	$	485	$	470
Reconciliation of cash, restricted cash and cash equivalents
Cash and cash equivalents	$	~~413~~854	$	~~468~~413	$	~~495~~468
Restricted cash (included in Other long-term assets)	72		2		—
Restricted Cash (included in Other current assets)	2		—		—
Total cash, restricted cash and cash equivalents	$	485	$	470	$	495
Restricted cash (included in Other long-term assets)	1		72		2
Total cash, restricted cash and cash equivalents	$	857	$	485	$	470

See accompanying Notes to the Consolidated Financial Statements.

3540

GXO Logistics, Inc.

Consolidated Statements of Cash Flows

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Supplemental cash flow information:
Cash paid for interest, net	$	97128	$	5797	$	3457
Cash paid for income taxes, net	4359		8443		~~111~~84
Noncash investing and financing activities:
Noncash financing activities:
Common stock issued for acquisition	$	—	$	—	$	204
Excise tax liability related to stock repurchases	2		—		—

See accompanying Notes to the Consolidated Financial Statements.

3641

GXO Logistics, Inc.

Consolidated Statements of Changes in Equity

	Common Stock			~~APIC~~		~~RetainedEarnings~~APIC		~~AOCIL~~RetainedEarnings		~~EquityBefore NCI~~AOCIL		EquityBefore NCI		~~TotalEquity~~NCI		TotalEquity
(Shares in thousands, dollars in millions)	Shares	Amount		Treasury stock
December 31, 2021	114,659	$	1	$	2,354	$	126	$	(130)	$	2,351	$	39	$	2,390
December 31, 2022	118,728	$	1	$	—	$	2,575	$	323	$	(254)	$	2,645	$	33	$	2,678
Net income	—	—		—		~~197~~—		—229		~~197~~—		3229		~~200~~4		233
Other comprehensive loss	—	—		—		—		(126)		(126)		(1)		(127)
Other comprehensive income	—	—		—		—		—		15		15		1		16
Stock-based compensation	—	—		33—		—35		—		33—		—35		33—		35
Vesting of stock compensation awards	~~557~~555	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	(~~246~~226)	—		~~(16)~~—		—(12)		—		~~(16)~~—		—(12)		~~(16)~~—		(12)
Common stock issued for acquisition	3,758	—		204		—		—		204		—		204
Dividends to NCI	—	—		—		—		—		—		—		(4)		(4)
Other	—	—		—		—		2		2		(8)		(6)
December 31, 2023	119,057	$	1	$	—	$	2,598	$	552	$	(239)	$	2,912	$	34	$	2,946
December 31, 2022	118,728	$	1	$	2,575	$	323	$	(254)	$	2,645	$	33	$	2,678
Net income	—	—		—		—		134		—		134		4		138
Net income	—	—		—		229		—		229		4		233
Other comprehensive loss	—	—		—		—		—		(74)		(74)		(3)		(77)
Other comprehensive income	—	—		—		—		15		15		1		16
Stock-based compensation	—	—		—		39		—		—		39		—		39
Stock-based compensation	—	—		35		—		—		35		—		35
Vesting of stock compensation awards	607	—		—		—		—		—		—		—		—
Vesting of stock compensation awards	555	—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	(168)	—		—		(8)		—		—		(8)		—		(8)
Tax withholding on vesting of stock compensation awards	(226)	—		(12)		—		—		(12)		—		(12)
Dividends to NCI	—	—		—		—		—		—		—		(3)		(3)
Other	—	—		—		—		—		—		(4)		(4)
December 31, 2024	119,496	$	1	$	—	$	2,629	$	686	$	(313)	$	3,003	$	32	$	3,035
December 31, 2023	119,057	$	1	$	2,598	$	552	$	(239)	$	2,912	$	34	$	2,946
Net income (loss)	—	—		—		—		32		—		32		4		36
Net income	—	—		—		134		—		134		4		138
Other comprehensive income	—	—		—		—		—		112		112		—		112
Other comprehensive loss	—	—		—		—		(74)		(74)		(3)		(77)
Stock-based compensation	—	—		—		47		—		—		47		—		47
Stock-based compensation	—	—		39		—		—		39		—		39
Vesting of stock compensation awards	587	—		—		—		—		—		—		—		—
Vesting of stock compensation awards	607	—		—		—		—		—		—		—
Tax withholding on vesting of stock-based compensation awards	(215)	—		—		(9)		—		—		(9)		—		(9)
Tax withholding on vesting of stock-based compensation awards	(168)	—		(8)		—		—		(8)		—		(8)
Common stock repurchased	(5,356)	—		(202)		—		—		—		(202)		—		(202)
Other	—	—		—		—		—		—		(3)		(3)
Dividends to NCI	—	—		—		—		—		—		—		(4)		(4)
December 31, 2024	119,496	$	1	$	2,629	$	686	$	(313)	$	3,003	$	32	$	3,035
December 31, 2025	114,512	$	1	$	(202)	$	2,667	$	718	$	(201)	$	2,983	$	32	$	3,015

See accompanying Notes to the Consolidated Financial Statements.

3742

GXO Logistics, Inc.

Notes to Consolidated Financial Statements

1. Organization

Nature of Operations

GXO Logistics, Inc., together with its subsidiaries (“GXO” or the “Company”), is the largest pure-play contract logistics provider in the world. The Company provides its customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics, and other supply chain services differentiated by its ability to deliver technology-enabled, customized solutions at scale. ~~The~~GXO ~~Company~~ serves a broad range of customers across various industries, such as e-commerce, omnichannel retail, technology and consumer electronics, food and beverage, industrial and manufacturing, and consumer packaged goods, among others. The Company presents its operations in the Consolidated Financial Statements as one reportable segment.

The Company became a standalone publicly traded company on August 2, 2021, when XPO, Inc. ~~(“XPO”)~~ spun off the Company to GXO’s stockholders and GXO’s common stock, par value of $0.01 per share, began trading independently on the New York Stock Exchange under the ticker symbol “GXO”. GXO was incorporated as a Delaware corporation in February 2021.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The Company’s Consolidated Financial Statements include the accounts of GXO Logistics, Inc. and its majority-owned subsidiaries and variable interest entities where the Company is the primary beneficiary. The Company has eliminated intercompany accounts and transactions. Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.

Use of Estimates

The preparation of Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the use of estimates, judgments and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. The Company bases its estimates and judgments on historical information and on various other assumptions that it believes are reasonable under the circumstances. GAAP requires the Company to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, income taxes, loss contingencies, defined benefit plans, valuation of long-lived assets including goodwill and intangible assets and their associated estimated useful lives, collectability of accounts receivable and the fair value of financial instruments. Actual results may vary from those estimates.

Significant Accounting Policies

Cash, Restricted Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less on the date of purchase to be cash equivalents. Restricted cash ~~primarily~~relates ~~consists of cash deposited in relation~~ to adeposits ~~contingency, and cash collateralizing operating obligations. Restricted cash is recorded~~ in ~~Other~~connection ~~long-term~~with ~~assets~~the onordinary ~~the~~conduct of

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~~Consolidated~~business. ~~Balance~~Restricted ~~Sheets.~~cash ~~See~~is ~~Note~~recorded ~~18.~~in ~~“Commitments~~Other ~~and~~current ~~Contingencies”~~assets ~~for~~and ~~additional~~Other ~~information~~long-term ~~regarding~~assets on the ~~contingency~~Consolidated Balance Sheets.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable represents the Company’s unconditional right to receive consideration from its customers. The Company records accounts receivable at the contractual amount and records an allowance for doubtful accounts for the amount it estimates it may not collect. In determining the allowance for doubtful accounts, the Company considers historical collection experience, the age of the accounts receivable balances, the credit quality and risk of its customers, any specific customer collection issues, current economic conditions and other factors that may impact its customers’ ability to pay. The Company writes off accounts receivable balances once the receivables are no longer deemed collectible.

The roll forward of the allowance for doubtful accounts was as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Beginning balance	$	1115	$	1211	$	1312
Provisions charged to expense	165		1016		510
Write-offs, less recoveries, and foreign exchange translation	(125)		(1112)		(611)
Ending balance	$	15	$	1115	$	1211

Property and Equipment

Property and equipment, which includes assets recorded under finance leases, are stated at cost less accumulated depreciation or, in the case of property and equipment acquired in a business combination, at fair value at the date of acquisition. Maintenance and repair expenditures are charged to expenses as incurred.

For internally developed computer software, all costs incurred during the planning and evaluation stages are expensed as incurred. Software development costs are capitalized once the preliminary project stage is complete, and it is probable that the project will be completed and the software will be used to perform the ~~function~~ intended function.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets or the remaining lease term, whichever is shorter. Land and assets held within construction in progress are not depreciated.

The estimated useful lives of property and equipment are described below:


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Warehouse equipment, fleet and other						3 to 15 years
Technology and automated systems						3 to 15 years
Computer equipment						1 to 5 years
Internal-use software						1 to 5 years

~~Lease Obligations~~Leases

The Company has entered into noncancelable operating and finance leases primarily for real estate, ~~warehouse equipment, material handling equipment, trucks, trailers~~ and ~~containers~~warehouse ~~and finance leases for~~ equipment. The Company determines ifwhether an arrangement is a lease at inception. ~~For~~and, ~~leases~~if ~~with terms greater than 12 months~~so, ~~the~~whether ~~Company~~that ~~recognizes~~ lease ~~assets~~meets ~~and liabilities at~~ the ~~lease~~classification ~~commencement~~criteria ~~date~~for ~~based~~a onfinance ~~the~~or ~~present~~an ~~value~~operating ~~of the~~ lease ~~payments~~at ~~over~~ the ~~lease~~commencement ~~term~~date.

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For ~~most of the Company’s~~ leases, ~~the~~with ~~implicit~~terms ~~rate~~greater ~~cannot~~than be12 ~~readily determined and~~months, ~~as a result,~~ the Company ~~uses~~recognizes ~~the~~lease ~~incremental~~assets ~~borrowing~~and ~~rates~~lease liabilities at ~~the~~lease commencement ~~date~~based toon ~~determine~~ the present value of ~~future~~ lease payments. ~~For~~over ~~leases that include fixed rental payments for both~~ the ~~use of the asset (“~~lease ~~costs”)~~term. asFor ~~well~~most asof ~~for other occupancy or service costs relating to~~ the ~~asset~~Company’s ~~(“non-lease costs”)~~leases, the ~~Company~~implicit ~~generally~~rate ~~includes~~cannot ~~both~~be ~~the~~readily ~~lease~~determined ~~costs~~ and, ~~non-lease costs~~ as a ~~single~~result, ~~lease component in~~ the ~~measurement~~Company ofuses the ~~lease~~incremental ~~asset~~borrowing ~~and~~rates ~~liability.~~at ~~Certain lease agreements include rental payments based on changes in~~ the ~~consumer~~commencement ~~price~~date ~~index~~to ~~(“CPI”).~~determine ~~Lease liabilities are not remeasured as a result of changes in~~ the ~~CPI;~~present ~~instead,~~value ~~changes in the CPI are treated as variable lease payments and are excluded from the measurement~~ of ~~the~~future ~~right-of-use asset and~~ lease ~~liability. These~~ payments ~~are recognized in the period in which the related obligation is incurred~~.

~~Lease~~For ~~agreements~~leases ~~may~~that ~~contain~~include ~~rent~~fixed ~~escalation~~rental ~~clauses,~~payments ~~renewal~~for orboth ~~termination~~the ~~options,~~use ~~rent~~of ~~holidays~~the orasset ~~certain~~(“lease ~~landlord~~costs”) ~~incentives,~~as ~~including~~well ~~tenant~~as ~~improvement~~for ~~allowances.~~other ~~Lease~~occupancy ~~expense~~or isservice ~~recognized~~costs onrelating ato ~~straight~~the asset (“non-~~line~~lease ~~basis~~costs”), ~~over~~the Company generally includes both the lease costs and non-~~cancelable~~lease costs as a single lease ~~term~~component in the measurement of the lease asset and ~~renewal~~lease ~~periods~~liability. ~~that~~Certain ~~are~~lease ~~considered~~agreements ~~reasonably~~include ~~certain~~rental payments based on changes in the consumer price index (“CPI”) or fair market value. ~~Amounts~~Lease ~~received~~liabilities ~~from~~are anot ~~landlord~~remeasured due to changes in the CPI or fair market value; instead, such changes are ~~included~~treated as avariable ~~reduction~~costs toand are excluded from the ~~lease~~measurement of the right-of-use asset and ~~are~~lease ~~included~~liability. ~~within~~These ~~operating~~payments ~~activities~~are onrecognized in the ~~Consolidated~~period ~~Statement~~in ofwhich ~~Cash~~the ~~Flows~~related obligation is incurred.

Lease agreements may include rent escalation clauses, renewal or termination options, rent holidays, and certain landlord incentives, such as tenant improvement allowances. Lease expense is recognized on a straight-line basis over the noncancelable lease term and renewal periods that are considered reasonably certain. Incentives received from a landlord are included as a reduction to the lease asset and are included within operating activities on the Consolidated Statement of Cash Flows.

Goodwill and Intangible Assets

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. The Company has three reporting units: i) Americas and Asia-Pacific, ii) United Kingdom and Ireland and iii) Continental Europe. The Company measures goodwill impairment, if any, as the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.

The Company performed its annual goodwill impairment test on November 1. The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price, market capitalization of the Company and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses the income approach and/or a market-based approach to determine the reporting units’ fair values. The determination of discounted cash flows used in the income approach requires significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

The Company’s intangible assets consist of customer relationships, trade names, trademarks, and developed technology which are amortized on a straight-line basis or over the period the economic benefits are expected to be realized. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Impairment of Long-lived Assets

The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group. If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group

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exceeds the fair value of the asset. The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.

For assets held for sale, to the extent the carrying amount is greater than the asset’s fair value less costs to sell, an impairment loss is recognized for the difference.

Revenue Recognition

The Company generates revenue by providing logistics services for its customers, including warehousing and distribution, order fulfillment, reverse logistics, packaging and labeling, factory and aftermarket support and inventory management ranging from a few months to a few years. Generally, the Company’s contracts provide the customer an integrated service that includes two or more services, including but not limited to facility and equipment costs, construction, repair and maintenance services and labor. For these contracts, the Company does not consider the services to be distinct within the context of the contract when the separate scopes of work combine into a single commercial objective or capability for the customer. Accordingly, the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially the same over time and possess the same pattern of transfer.

Revenue is recognized using the series guidance over the period in which services are provided under the terms of the Company’s contractual relationships with its customers. The transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration in a contract represents reimbursement for warehouse, technology and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration is comprised of cost reimbursement based on the costs incurred, per-unit pricing is determined based on units provided and time and materials pricing is based on the hours of services provided. The variable consideration component is recognized over time based on the level of activity. Generally, pricing can be adjusted based on contractual provisions related to achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.

Contract Assets and Liabilities

Contract assets consist of two components: customer acquisition costs and costs to fulfill a contract. The Company capitalizes direct and incremental costs incurred to obtain and to fulfill a contract in advance of revenue recognition, such as certain labor, third-party service and related product costs. These costs are recognized as an asset if the Company expects to recover them. Contract assets are recognized consistent with the transfer of the underlying performance obligations to the customer based on the specific contracts to which they relate. Contract assets are amortized to Direct operating expense in the Consolidated Statements of Operations over the contract term.

Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration or the amount that is due from the customer.

Derivative Instruments

The Company records all its derivative financial instruments on the Consolidated Balance Sheets as assets or liabilities measured at fair value. For derivatives designated as a hedge, and effective as part of a hedge transaction, the effective portion of the gain or loss on the hedging derivative instrument is reported as a component of other comprehensive income or as a basis adjustment to the underlying hedged item and reclassified to earnings in the year in which the hedged item affects earnings. The effective portion of the gain or loss on hedges of foreign net investments is generally not reclassified to earnings unless the net investment is disposed. To the extent derivatives ~~do not qualify or are not designated as hedges, or are ineffective, their changes in fair value are recorded in earnings immediately, which may subject us to increased earnings volatility.~~

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do not qualify or are not designated as hedges, or are ineffective, their changes in fair value are recorded in earnings immediately, which may subject the Company to increased earnings volatility.

Stock-Based Compensation

The Company accounts for stock-based compensation based on the equity instrument’s grant date fair value. Stock compensation expense is recognized ~~using~~over the ~~straight-line~~requisite ~~method~~service period of the award, based on the grant date fair value, ~~over the requisite service period of the award,~~ which is generally the vesting term. For grants of stock options, the Company determines the fair value based on the Black-Scholes option-pricing model. For grants of restricted stock units (“RSU”) subject to service-based ~~or performance-based~~ vesting conditions ~~only~~, the Company establishes the fair value based on the market price on the date of the grant. For grants of ~~restricted stock~~ awards ~~(“RSA”)~~subject ~~the fair value is equal~~ to ~~the~~both ~~fair~~ market-based ~~value of the Company’s common stock on the date of grant. These shares vest~~ and ~~are issued upon grant. For grants of awards subject to market~~performance-based vesting conditions (“PSU”), the Company determines the fair value based on a Monte Carlo simulation model. The Company accounts for forfeitures as they occur.

Earnings per Share

Basic earnings per share (“EPS”) is based upon net earnings available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive stock awards that were outstanding. The computation of diluted earnings per share excludes the effect of the potential exercise of stock-based awards when the effect of the potential exercise would be anti-dilutive. ~~For~~Anti-dilutive shares were immaterial for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022, the number of common shares excluded from diluted shares outstanding was 1~~2023.~~1 million, 1.5 million and 2.0 million, respectively, because the effect of including those common shares in the calculation would have been anti-dilutive.~~

Defined Benefit Plans

The Company calculates its employer-sponsored retirement plan obligations using various actuarial assumptions and methodologies. Assumptions include discount rates, expected long-term rate of return on plan assets, mortality rates and other factors. The assumptions used in recording the projected benefit obligation and fair value of plan assets represent the Company’s best estimates based on available information regarding historical experience and factors that may cause future expectations to differ. The Company’s obligation and future expense amounts could be materially impacted by differences in experience or changes in assumptions.

The Company determines the net periodic benefit cost of the plans using assumptions regarding the projected benefit obligation and the fair value of the plan assets as of the beginning of the year. Net periodic benefit cost is recorded ~~within~~in Other income, net in the Consolidated Statement of Operations. The Company calculates the funded status of the defined benefit plan as the difference between the projected benefit obligation and the fair value of the plan assets.

The impact of plan amendments, actuarial gains and losses and prior-service costs are recorded in AOCIL and are generally amortized as a component of net periodic benefit cost over the remaining service period of the active employees covered by the defined benefit pension plans. Cumulative gains and losses over 10% of the greater of the beginning of year benefit obligation or fair value of the plan assets are amortized over the expected average life expectancy.

Income Taxes

The Company accounts for income taxes using the asset and liability method on a legal entity and jurisdictional basis, under which the Company recognizes the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Consolidated Financial Statements or tax returns. The calculation of the annual effective tax rate relies on several factors including pre-tax earnings, various jurisdiction statutory tax rates, tax credits, uncertain tax positions, valuation allowances and differences between tax laws and accounting laws. The effective tax rate in any financial statement period may be materially impacted by changes in the blend and/or level of earnings by individual taxing jurisdictions.

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statement period may be materially impacted by changes in the blend and/or level of earnings by individual taxing jurisdictions.

If the Company considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, presuming an examination by a taxing authority with full knowledge of all relevant information, the Company recognizes all or a portion of the benefit. Valuation allowances are established when it is more likely than not that the Company’s deferred tax assets will not be realized based on all available evidence.

The Company uses judgments and estimates in evaluating its tax positions. The Company’s tax returns are subject to examination by U.S. Federal, state and local and foreign taxing jurisdictions. The Company regularly assesses the potential outcomes of these examinations and any future examinations for the current or prior years. The Company recognizes tax benefits from uncertain tax positions only if based on the technical merits of the position it is more likely than not that the tax positions will be sustained upon audit. The Company adjusts these tax liabilities, including related interest and penalties, based on the current facts and circumstances. The Company reports tax-related interest and penalties as a component of income tax expense.

Foreign Currency Translation and Transactions

The assets and liabilities of the Company’s foreign subsidiaries that use their local currency as their functional currency are translated to U.S. dollars (“USD”) using the exchange rate prevailing at each balance sheet date, with balance sheet currency translation adjustments recorded in AOCIL in the Consolidated Balance Sheets. The Company converts foreign currency transactions recognized in the Consolidated Statements of Operations to USD by applying the exchange rate prevailing on the date of the transaction. Gains and losses arising from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in Other income, net in the Consolidated Statements of Operations.

Adoption of New Accounting Standards

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standard Update (“~~ASU”) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which ~~requires~~provides ~~disclosure~~for ofexpanded ~~incremental~~disclosures ~~segment~~primarily ~~information~~related onto anincome ~~annual~~taxes paid and ~~interim~~the ~~basis~~rate reconciliation. ~~This~~The ~~ASU~~amendments isare effective prospectively for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023,~~2024. ~~and~~The ~~interim~~ASU ~~periods~~2023-09 ~~within~~did ~~fiscal~~not ~~years~~have ~~beginning~~a ~~after~~material ~~December~~impact ~~15,~~on ~~2024,~~the ~~and~~Company’s ~~requires~~results ~~retrospective~~of ~~application~~operations, tofinancial ~~all~~position ~~prior~~or ~~periods~~cash ~~presented~~flows, inother ~~the~~than ~~financial~~additional ~~statements~~disclosure requirements. The Company ~~adopted~~has ~~the~~retrospectively ~~guidance~~adopted ~~for~~and ~~the~~presented ~~fiscal~~comparative ~~year~~periods ~~ended~~in ~~December~~conformity ~~31,~~with ~~2024.~~the ~~Adopting this~~ new standard. ~~resulted~~See ~~in additional disclosure within the Company’s Consolidated Financial Statements, see~~ Note 517. “~~Segment~~Income ~~Information~~Taxes.”

Accounting Pronouncements Issued But Not Yet Adopted

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~740~~220-40): ~~Improvements~~Disaggregation toof Income ~~Tax~~Statement ~~Disclosures,~~Expenses. ~~which~~This ~~provides~~standard ~~for~~requires ~~expanded~~all ~~disclosures~~public ~~primarily~~companies ~~related~~ to ~~income~~disclose ~~taxes~~more ~~paid~~detailed information about certain costs and expenses in the ~~rate~~notes ~~reconciliation~~to the financial statements at interim and annual reporting periods. ~~The~~This ~~amendments~~standard ~~are~~is effective ~~prospectively~~ for annual reporting periods beginning after December 15, ~~2024~~2026, ~~and~~with early adoption ~~and retrospective application are~~ permitted. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows, and is currently evaluating the impact of adopting this ~~ASU~~standard on its ~~Consolidated Financial Statements~~disclosures.

In ~~November~~September ~~2024~~2025, the FASB issued ASU ~~2024~~2025-0306, ~~Income Statement~~ Intangibles- ~~Reporting~~Goodwill ~~Comprehensive~~and ~~Income~~Other- Internal-Use ~~Expense~~Software ~~Disaggregation Disclosures~~ (Subtopic ~~220~~350-40): ~~Disaggregation~~Targeted ofImprovements ~~Income~~to ~~Statement~~the ~~Expenses~~Accounting for Internal-Use Software. ~~This~~The ~~standard~~amendments ~~requires~~in this Update remove all ~~public~~references ~~companies~~to prescriptive and sequential software development stages (referred to ~~disclose~~as ~~more~~“project ~~detailed~~stages”) ~~information~~throughout ~~about~~Subtopic ~~certain~~350-40. Therefore, an entity is required to start capitalizing software costs ~~and~~when ~~expenses~~certain incapitalization ~~the~~criteria ~~notes~~are tomet. ~~the~~The ~~financial~~ASU ~~statements~~also atsupersedes ~~interim~~guidance ~~and~~on ~~annual~~website ~~reporting~~development ~~periods~~costs. ~~This~~The ~~standard~~amendments isare effective for all entities for annual reporting periods beginning after December 15, ~~2026~~2027, ~~with~~and ~~early~~interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of ~~the~~this ~~disclosure~~standard ~~requirements~~on ~~about~~its ~~specific~~results ~~expense~~of ~~categories~~operations, infinancial ~~its~~position ~~Consolidated~~or ~~Financial~~cash ~~Statements~~flows, and the impact of adopting this standard on its disclosures.

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3. Revenue Recognition

Revenue disaggregated by geographical area was as follows:

Year Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

United Kingdom

56,~~248~~296

35,~~664~~248

3,~~293~~664

United States

3,~~087~~158

23,~~909~~087

2,~~861~~909

Netherlands

~~922~~1,035

~~831~~922

~~699~~831

France

~~809~~822

~~830~~809

~~729~~830

Spain

~~571~~651

~~529~~571

~~488~~529

Italy

~~391~~405

~~382~~391

~~331~~382

Other

~~681~~811

~~633~~681

~~592~~633

Total

1113,~~709~~178

911,~~778~~709

89,~~993~~778

The Company’s revenue can also be disaggregated by various verticals, reflecting the customers’ principal industry. Revenue disaggregated by industry was as follows:

Year Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Omnichannel retail

56,~~360~~406

45,~~100~~360

34,~~649~~100

Technology and consumer electronics

1,~~541~~644

1,~~467~~541

1,~~337~~467

Industrial and manufacturing

1,~~339~~529

1,~~078~~339

1,~~076~~078

Food and beverage

1,~~331~~381

1,331

1,~~327~~331

Consumer packaged goods

1,~~259~~258

1,~~027~~259

~~915~~1,027

Other

~~879~~960

~~775~~879

~~689~~775

Total

1113,~~709~~178

911,~~778~~709

89,~~993~~778

Contract Balances

	December 31,
(In millions)	2024		2023
Contract assets and contract costs included in:
Other current assets	$	37	$	21
Other long-term assets	196		160
Total contract assets	$	233	$	181
Contract liabilities included in:
Other current liabilities	$	272	$	210
Other long-term liabilities	128		115
Total contract liabilities	$	400	$	325

The contract asset and contract liability balances from contracts with customers were as follows:


	December 31,
(In millions)	2025		2024
Contract assets and contract costs included in:
Other current assets	$	36	$	37
Other long-term assets	235		196
Total contract assets	$	271	$	233
Contract liabilities included in:
Other current liabilities	$	279	$	272
Other long-term liabilities	101		128
Total contract liabilities	$	380	$	400

Revenue recognized included the following:

Year Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Amounts included in the beginning of year contract liability balance

~~208~~272

~~122~~208

93122

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4. ~~Acquisitions~~Segment Information

Wincanton Acquisition

On February 29, 2024, the Company and the board of directors of Wincanton plc, a logistics company based in Chippenham, United Kingdom (“Wincanton”), reached an agreement on the terms of a cash offer by the Company for the acquisition of the entire issued ordinary share capital of Wincanton (the “Wincanton Acquisition”). Under the terms of the agreement, Wincanton shareholders received 605 pence ($7.64 as of the acquisition date) in cash for each Wincanton share held. On April 29, 2024, the Company completed the Wincanton Acquisition for a total consideration of approximately £762 million ($958 million as of the acquisition date). The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K. On November 14, 2024, the CMA referred the completed acquisition by GXO Logistics, Inc. of Wincanton plc for an in-depth investigation (“Phase 2”) with a statutory deadline of April 30, 2025.

Wincanton is a logistics provider specializing in warehousing and transportation solutions in the U.K. and Ireland. Wincanton services industries in grocery, retail and manufacturing, consumer goods, e-commerce, healthcare, defense, industrial, and energy.

In connection with the Wincanton Acquisition, the Company incurred transaction costs of $61 million for the year ended December 31, 2024, which were included in Transaction and integration costs in the Consolidated Statements of Operations.

Also, in connection with the Wincanton Acquisition, (i) the Company entered into a bridge term loan credit agreement (the “Bridge Term Loan”), (ii) the Company entered into a three-year term loan credit agreement (“Three-Year Term Loan due 2027”), and (iii) in April 2024, the Company issued $1.1 billion aggregate principal amount of senior notes (the “Unsecured Notes”). For additional information regarding the financing agreements entered in connection with the Wincanton Acquisition, see Note 10. “Debt and Financing Arrangements.”

Wincanton’s results of operations are included in the Consolidated Statements of Operations from the date of acquisition. The Company recorded $1.4 billion and $7 million of revenue and loss before income taxes for the year ended December 31, 2024, respectively.

The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date:

(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	90
Accounts receivable	241
Other current assets	70
Total current assets	401
Long-term assets
Property and equipment	137
Operating lease assets	166
Intangible assets (1)	539
Other long-term assets	151
Total long-term assets	993
Total assets	$	1,394
LIABILITIES
Current liabilities
Accounts payable	$	70
Accrued expenses	313
Current debt	10
Current operating lease liabilities	22
Other current liabilities	123
Total current liabilities	538
Long-term liabilities
Long-term debt	211
Long-term operating lease liabilities	144
Other long-term liabilities	269
Total long-term liabilities	624
Total liabilities	$	1,162
Net assets purchased	$	232
Purchase price (2)	$	958
Goodwill recorded (3)	$	726

(1) The Company acquired $539 million of intangible assets, comprised of customer relationships, trade names, and intellectual property with weighted-average useful lives of 12.5 years.

(2) The Company recorded a realized foreign currency gain of $5 million which represents the change in foreign currency rates from the acquisition date through the settlement date. The gain is included as a component of “Transaction and Integration expense” on the Consolidated Statements of Operations.

(3) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill acquired was recorded in the U.K. and Ireland reporting unit and was primarily attributed to anticipated synergies. The Company does not expect the goodwill recognized in connection with the Wincanton Acquisition to be deductible for income tax purposes.

The fair values of the assets acquired and liabilities assumed are considered preliminary and subject to adjustment as additional information is obtained and reviewed. The final allocation of the purchase price may differ from the preliminary allocation based on completion of the valuation. The primary areas of the purchase price allocation that are not yet finalized relate to intangible assets, goodwill, other long-term assets, lease assets and liabilities, accrued expenses, other current and long-term liabilities, and income taxes. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date.

The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Wincanton occurred on January 1, 2023. The pro forma results reflect the impact of incremental interest expense to finance the acquisition and amortization expense on acquired intangible assets. Adjustments have also been made to

remove transaction related costs. The unaudited pro forma information is not necessarily indicative of what the results of operations of the combined company would have been had the acquisition been completed as of January 1, 2023.

	Year Ended December 31
(In millions)	2024		2023
Revenue	$	12,283	$	11,529
Income before income taxes (1)	105		200

(1) Included in the Income before income taxes on a pro forma basis for the year ended December 31, 2024, were long-lived asset impairment charges of $90 million recorded by Wincanton before its acquisition by the Company.

PFSweb Acquisition

On September 13, 2023, the Company entered into an Agreement and Plan of Merger to acquire PFSweb, Inc., a Delaware corporation headquartered in Irving, Texas (“PFS”). On October 23, 2023, the Company completed the acquisition of PFS (the “PFS Acquisition”). The Company acquired the shares of PFS at a price per share of $7.50 in cash, totaling approximately $149 million, net of cash acquired. PFS is a global provider of omnichannel commerce solutions, including a broad range of technology, infrastructure and professional services, in the United States, Canada and Europe. PFS’s service offerings include order fulfillment, fulfillment-as-a-service, order management and customer care.

The Company recorded the fair value of assets acquired and liabilities assumed on the date of acquisition, including intangible assets comprised of customer relationships, trademarks, trade names and developed technology of $55 million with a weighted-average amortization period of 13 years. Goodwill acquired in connection with the acquisition was $80 million, recorded in the Americas and Asia-Pacific reporting unit, and was attributed to anticipated synergies. The Company does not expect the goodwill recognized in connection with the PFS Acquisition to be deductible for U.S. income tax purposes.

5. Segment Information

The Company is organized geographically into three operating segments: i) Americas and Asia-Pacific, ii) United Kingdom and Ireland, and iii) Continental Europe. The Company’s reporting unit results are regularly provided to the chief operating decision maker (“CODM”). The CODM is our Chief Executive Officer, who assesses the Company’s performance and allocates resources.

The CODM evaluates the Company’s performance and allocates resources primarily based on adjusted earnings before interest, taxes, depreciation and amortization, adjusted for transaction and integration costs, restructuring costs and other, regulatory matter and litigation expense, net loss on divestiture of business, and unrealized gain/loss on foreign currency contracts ~~and other adjustments~~ (“Adjusted EBITDA”). The CODM uses Adjusted EBITDA to communicate performance targets to the segment managers, allocate resources to the segments, and to monitor segment performance. Additionally, the CODM considers the performance of this measure against planned and forecasted amounts to make investing and resource allocation decisions. The actual results are used in assessing performance of the Company and in establishing management’s compensation.

For disclosure purposes, we aggregate these three operating segments into one reportable segment due to the similar nature of their operations and economic characteristics.

The Company’s segment results were as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Revenue	$	1113,~~709~~178	$	911,~~778~~709	$	89,~~993~~778
Direct operating expense	911,~~853~~190		89,~~035~~853		78,~~443~~035
Selling, general and administrative expense (1)	996		931		822
Selling, general and administrative expense(1)	1,029		996		931
Other income (expense), net (2)	(20)		4		(64)
Other (income) expense, net(2)(4)	1		(20)		4
Segment Adjusted EBITDA	$	~~880~~958	$	~~808~~880	$	~~792~~808
Less:
Corporate expenses (3)	65		67		64
Corporate expenses(3)	77		65		67
Depreciation expense	~~307~~338		~~290~~307		~~261~~290
Amortization expense	108		71		68
Amortization of intangible assets acquired	119		108		71
Transaction and integration costs	7654		3476		6134
Restructuring costs and other	27		3225		3225
Litigation expense	59		—		—
Regulatory matter and litigation expense	65		59		—
Unrealized (gain) loss on foreign currency contracts and other (4)	(11)		(5)		13
Net loss on divestiture of business	34		2		7
Interest expense, net	103		53		29
Unrealized (gain) loss on foreign currency contracts(4)	7		(11)		(5)
Income before income taxes	146		266		264
Interest expense, net	133		103		53
Income tax expense	(8)		(33)		(64)
Income before income taxes	104		146		266
Net income	$	138	$	233	$	200
Income tax expense	(68)		(8)		(33)
Net income	$	36	$	138	$	233

(1) Excludes unallocated corporate expenses.

(2) Other (income) expense, net excluding unrealized (gain) loss on foreign currency contracts ~~and other~~.

(3) Corporate expenses include unallocated costs related to corporate functions such as salaries and benefits, rent, and professional fees which are recorded in Selling, general and administrative expenses in the Consolidated Statements of Operations.

(4) Included in Other income/expense, net in the Consolidated Statements of Operations.

Long-lived assets geographic information

The Company’s long-lived assets for this disclosure isare defined as Property and equipment, net of accumulated depreciation, ~~and~~plus operating lease assets. The Company’s long-lived assets by geographic region were as follows:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
United States	$	1,~~498~~278	$	1,~~545~~498
United Kingdom	1,006		772
Europe(1)	1,198		939
Europe	939		783
United Kingdom	1,190		1,006
Other (1)	46		54
Other(2)	48		46
Total	$	3,~~489~~714	$	3,~~154~~489

(1) ~~Includes~~Europe ~~Asia,~~exclusive ~~Latin~~of ~~America~~the ~~and~~United ~~Canada~~Kingdom.

48(2) Includes Asia, Latin America and Canada.

5. Acquisition and Divestiture

On April 29, 2024, the Company completed the acquisition of Wincanton plc (now “Wincanton Limited”) for a total consideration of £762 million ($958 million as of the acquisition date) (the “Wincanton Acquisition”). The Wincanton Acquisition was subject to review by the U.K. Competition and Markets Authority (the “CMA”).

On June 19, 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K. (the “Wincanton Divestment”). In the fourth quarter of 2025, the Company met the held-for-sale criteria for the anticipated Wincanton Divestment and recorded a $37 million write-down loss, including $4 million of goodwill, $21 million of customer relationships, and $12 million fair value adjustment. Assets and liabilities held for sale were not material and are included in Other current assets and Other current liabilities, respectively, in the Consolidated Balance Sheets. The Company expects to complete the Wincanton Divestment in 2026.

In connection with the Wincanton Acquisition, the Company incurred transaction costs of $48 million and $61 million for the years ended December 31, 2025 and 2024, respectively, which were included in Transaction and integration costs in the Consolidated Statements of Operations.

The final fair value of assets acquired and liabilities assumed at the acquisition date was:


(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	90
Accounts receivable	238
Other current assets	65
Total current assets	393
Long-term assets
Property and equipment	128
Operating lease assets	177
Intangible assets(1)	532
Other long-term assets	152
Total long-term assets	989
Total assets	$	1,382
LIABILITIES
Current liabilities
Accounts payable	$	67
Accrued expenses	293
Current debt	7
Current operating lease liabilities	41
Other current liabilities	147
Total current liabilities	555
Long-term liabilities
Long-term debt	215
Long-term operating lease liabilities	136
Other long-term liabilities	240
Total long-term liabilities	591
Total liabilities	$	1,146
Net assets purchased	$	236
Purchase price	$	958
Goodwill recorded(2)	$	722

(1) The Company acquired $532 million of intangible assets, comprised of customer relationships, trade names, and intellectual property with weighted-average useful lives of 12.5 years.

(2) Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date. Goodwill acquired was recorded in the United Kingdom and Ireland reporting unit and was primarily attributed to anticipated synergies. The Company does not expect the goodwill recognized in connection with the Wincanton Acquisition to be deductible for income tax purposes.

6. Goodwill

The following tables present the changes in goodwill for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

(In millions)
Balance as of December 31, 2022	$	2,728
Balance as of December 31, 2023	$	2,891
Acquisition	120
Acquisitions(1)	730
Foreign exchange translation (1)	43
Foreign exchange translation(2)	(72)
Balance as of December 31, 2023	2,891
Balance as of December 31, 2024	3,549
Acquisitions (2)	730
Acquisition(1)	(4)
Foreign exchange translation (1)	(72)
Wincanton Divestment(3)	(4)
Balance as of December 31, 2024	$	3,549
Foreign exchange translation(2)	240
Balance as of December 31, 2025	$	3,781

(1) ~~Changes~~In to2024, ~~goodwill~~includes ~~amounts~~$726 ~~resulting~~million ~~from~~and ~~foreign~~$4 million ~~currency~~for ~~translation~~the ~~after~~preliminary purchase price allocation for the Wincanton Acquisition and adjustments to the purchase price allocation for the PFSweb, Inc. acquisition, ~~date~~respectively. ~~are~~In ~~presented~~2025, asincludes $4 million reduction for the ~~impact~~purchase price allocation of ~~foreign~~the ~~exchange~~Wincanton ~~translation~~Acquisition.

(2) ~~Includes~~Changes ~~$726~~to ~~million~~goodwill ~~and~~amounts $4resulting ~~million~~from ~~for~~foreign ~~the~~currency ~~preliminary~~translation ~~purchase~~after ~~price allocation for~~ the ~~Wincanton~~acquisition ~~Acquisition~~date ~~and~~are ~~adjustments~~presented toas the ~~purchase~~impact ~~price~~of ~~allocation~~foreign ~~for~~exchange ~~the PFS Acquisition, respectively~~translation.

As(3) ofFor ~~December 31,~~additional ~~2024~~information ~~and~~see ~~2023,~~note ~~there were no accumulated goodwill impairment losses~~5.

As of December 31, 2025 and 2024, there were $4 million and zero accumulated goodwill impairment losses, respectively.

7. Intangible Assets

The following table summarizes identifiable intangible assets subject to amortization:

	December 31, 2024						December 31, 2023
	December 31, 2025						December 31, 2024
(In millions)	GrossCarryingAmount		AccumulatedAmortization		NetValue		GrossCarryingAmount		AccumulatedAmortization		NetValue
Customer relationships	$	1,~~527~~609	$	(~~600~~747)	$	~~927~~862	$	1,~~046~~527	$	(~~524~~600)	$	~~522~~927
Trade names and trademarks	6064		(1529)		4535		4260		(415)		3845
Developed technology	17		(35)		1412		717		—(3)		714
Total	$	1,~~604~~690	$	(~~618~~781)	$	~~986~~909	$	1,~~095~~604	$	(~~528~~618)	$	~~567~~986

Intangible asset amortization expense was $~~108~~119 million, $71108 million and $6871 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively. In addition, in connection with the Wincanton Divestment (see note 5), $21 million of customer relationships were impaired in 2025.

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:

(In millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						Thereafter
Estimated amortization expense						$	~~118~~108					$	~~109~~105					$	~~103~~93					$	8479					$	6972					$	~~503~~452

4953

8. Property and Equipment

The following table summarizes property and equipment:

December 31,

(In millions)

~~2024~~2025

~~2023~~2024

Land, buildings and leasehold improvements

~~515~~589

~~440~~515

Warehouse equipment, fleet and other

1,~~113~~279

1,~~025~~113

Technology and automated systems

~~531~~582

~~373~~531

Computer equipment

~~335~~391

~~304~~335

Internal-use software

~~398~~436

~~356~~398

Total property and equipment, gross

23,~~892~~277

2,~~498~~892

Less: accumulated depreciation and amortization

1(2,~~732~~126)

(1,~~545~~732)

Total property and equipment, net

1,~~160~~151

~~953~~1,160

Depreciation of property and equipment was $~~307~~338 million, $~~290~~307 million and $~~261~~290 million for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively.

9. Leases

The ~~following~~components ~~amounts~~of ~~were~~lease cost recorded in the Consolidated ~~Balance~~Statements ~~Sheets~~of ~~related~~Operations towere ~~leases~~as follows:

	December 31,
	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		2023
Operating leases:
Operating lease assets	$	2,329	$	2,201
Operating lease cost	$	915	$	830	$	751
Current operating lease liabilities	$	647	$	597
Short-term lease cost	181		202		225
Long-term operating lease liabilities	1,898		1,842
Variable lease cost	222		153		129
Total operating lease liabilities	$	2,545	$	2,439
Total operating lease cost(1)	$	1,318	$	1,185	$	1,105
Finance leases:
Property and equipment, net	$	239	$	107
Amortization of the right-of-use assets	$	36	$	30	$	30
Current debt	$	39	$	26
Interest on the lease liabilities	18		10		5
Long-term debt	237		90
Total finance lease cost	$	54	$	40	$	35
Total finance lease liabilities	$	276	$	116
Total operating and finance lease cost	$	1,372	$	1,225	$	1,140

The components of lease expense were as follows:

	Year Ended December 31,
(In millions)	2024		2023		2022
Operating leases:
Operating lease cost	$	830	$	751	$	697
Short-term lease cost	202		225		118
Variable lease cost	153		129		106
Total operating lease cost (1)	$	1,185	$	1,105	$	921
Finance leases:
Amortization of leased assets	$	30	$	30	$	30
Interest expense on lease liabilities	10		5		5
Total finance lease cost	$	40	$	35	$	35
Total operating and finance lease cost	$	1,225	$	1,140	$	956

(1) Operating lease cost is primarily included in Direct operating expense in the Consolidated Statements of Operations.

The following amounts were recorded in the Consolidated Balance Sheets related to leases:


	December 31,
(In millions)	2025		2024
Operating leases:
Operating lease assets	$	2,563	$	2,329

Current operating lease liabilities	$	745	$	647
Long-term operating lease liabilities	2,044		1,898
Total operating lease liabilities	$	2,789	$	2,545

Finance leases:


Property and equipment, net	$	306	$	239

Current debt	$	45	$	39
Long-term debt	281		237
Total finance lease liabilities	$	326	$	276

Supplemental cash flow information related to leases was as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	~~791~~876	$	~~696~~791	$	~~576~~696
Operating cash flows for finance leases	1018		510		5
Financing cash flows for finance leases	4550		2945		3329
Leased assets obtained in exchange for new lease obligations:
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases, including $166, $52, and $233 from an acquisition in 2024, 2023 and 2022 respectively	$	815	$	568	$	1,154
Operating leases, including $166 and $52 from an acquisition in 2024 and 2023, respectively	$	863	$	815	$	568
Finance leases, including $83, $1, and $16 from an acquisition in 2024, 2023 and 2022 respectively	211		10		20
Finance leases, including $83 and $1 from an acquisition in 2024 and 2023, respectively	74		211		10

Supplemental weighted-average information for leases was as follows:

	December 31,
	2024		2023
	2025		2024
Weighted-average remaining lease term
Operating leases	5.65 years		5.6 years
Finance leases	2416.16 years		1124.71 years
Weighted-average discount rate
Operating leases	45.91	%	4.69	%
Finance leases	5.46	%	45.4	%

5155

Maturities of lease liabilities as of December 31, ~~2024~~2025 were as follows:

(In millions)	Finance Leases		Operating Leases
2025	$	46	$	763
2026	$	68	$	854
2026	39		637
2027	51		706
2027	33		483
2028	42		513
2028	28		308
2029	34		348
2029	24		209
2030	30		245
Thereafter	~~290~~296		~~517~~563
Total lease payments	~~460~~521		23,~~917~~229
Less: Interest	(~~184~~195)		(~~372~~440)
Present value of lease liabilities	$	~~276~~326	$	2,~~545~~789

As of December 31, ~~2024~~2025, the Company had ~~additional~~ operating leases that have not yet commenced with future undiscounted lease payments of approximately $98176 million. These operating leases will begin in ~~2025~~2026 and 2027, with initial lease terms ranging from 4four to 16ten years.

10. Debt and Financing Arrangements

The following table summarizes the carrying value of the Company’s debt:

		December 31,
(In millions, except percentages)	Rate (1)	~~2024~~2025		~~2023~~2024
Unsecured notes due 2026 (2)	1.65%	$	399	$	398
Unsecured notes due 2026(2)	1.65%	$	400	$	399
Unsecured notes due 2029 (3)	6.25%	593		—
Unsecured notes due 2029(3)	6.25%	594		593
Unsecured notes due 2031 (4)	2.65%	397		397
Unsecured notes due 2031(4)	2.65%	398		397
Unsecured notes due 2034 (5)	6.50%	490		—
Unsecured notes due 2034(5)	6.50%	491		490
Three-Year Term Loan due 2025 (6)	5.58%	50		235
Euro Unsecured notes due 2030 (€500 principal)(6)	3.75%	580		—
Five-Year Term Loan due 2027 (7)(8)	5.71%	399		499
Three-Year Term Loan due 2025(7)	—%	—		50
Finance leases and other debt	Various	303		118
Five-Year Term Loan due 2027(8)(9)	5.19%	275		399
Total debt		$	2,631	$	1,647
Finance leases and other debt	Various	327		303
Less: Current debt		110		27
Total debt		$	3,065	$	2,631
Long-term debt		$	2,521	$	1,620
Less: Current debt(10)		446		110
Long-term debt		$	2,619	$	2,521

(1) Interest rates as of December 31, ~~2024~~2025.

(2) Net of unamortized discount and debt issuance costs of ~~$1 million~~zero and $21 million, as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

(3) Net of unamortized discount and debt issuance costs of $76 million and $7 million as of December 31, 2025 and 2024, respectively.

(4) Net of unamortized discount and debt issuance costs of $2 million and $3 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

(5) Net of unamortized discount and debt issuance costs of $9 million and $10 million as of December 31, 2025 and 2024, respectively.

(6) InNet ~~2024,~~of ~~the~~unamortized ~~Company~~discount ~~repaid~~and ~~$185~~debt ~~million~~issuance costs of ~~the~~$7 million, ~~Three-Year~~as ~~Term~~of ~~Loan~~December ~~due~~31, 2025.

(7) ~~Net~~In ofMay ~~unamortized~~2025, ~~debt~~the ~~issuance~~Company ~~costs~~repaid ofthe remaining $1 50 million as of ~~December~~the ~~31,~~Three- ~~2024~~Year ~~and~~Term ~~2023~~Loan due 2025.

(8) InNet ~~2024,~~of ~~the~~unamortized ~~Company~~debt ~~repaid~~issuance costs of zero and $~~100~~1 million, as of ~~the~~December ~~Five-Year~~31, ~~Term~~2025 ~~Loan~~and ~~due~~2024, ~~2027~~respectively.

(9) In November 2025, the Company repaid $125 million of the Five Year Term Loan due 2027.

(10) As of December 31, 2025, current debt includes $400 million of Unsecured notes due 2026.

Euro Unsecured Notes

In November 2025, GXO Logistics Capital B.V., a wholly owned, indirect consolidated subsidiary of the Company (the “Issuer”), issued €500 million (approximately $580 million) of 3.750% notes due 2030 at a discount to par at a price of 99.776% (the “EUR Unsecured notes due 2030”). The EUR Unsecured notes due 2030 accrue interest at 3.750% per year, and mature on November 24, 2030. Interest on the EUR Unsecured notes due 2030 is payable annually in arrears on November 24 of each year, beginning on November 24, 2026. The EUR Unsecured notes due

2030 are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by GXO Logistics, Inc. (“GXO” and GXO’s guarantee of the Notes, the “Parent Guarantee”).

The EUR Unsecured notes due 2030 and the Parent Guarantee are unsecured, unsubordinated obligations of the Issuer and GXO, respectively, and they rank equally in right of payment with all of the Issuer’s and GXO’s respective existing and future unsecured, unsubordinated indebtedness.

Unsecured Notes

OnIn ~~April 25,~~ 2024, the Company ~~entered~~issued ~~into an underwriting agreement to issue and sell~~ $1.1 billion of ~~Unsecured~~unsecured ~~Notes~~notes, consisting of $600 million of notes due 2029 (the “~~2029~~Unsecured ~~Notes~~notes due 2029”) and $500 million of notes due 2034 (the “~~2034~~Unsecured ~~Notes~~notes due 2034”) ~~in a registered public offering~~ to fund the Wincanton Acquisition. The ~~closing of the sale of the~~ Unsecured ~~Notes~~notes ~~occurred~~due ~~on May 6, 2024. The~~ 2029 ~~Notes~~accrue ~~bear~~ interest at ~~a rate of~~ 6.25% per annum, payable semiannually on May 6 and November 6 of each year, ~~beginning on November 6, 2024,~~ and ~~maturing~~mature on May 6, 2029. The ~~2034~~Unsecured ~~Notes~~notes ~~bear~~due 2034 accrue interest at ~~a rate of~~ 6.50% per annum, payable semiannually on May 6 and November 6 of each year, ~~beginning on November 6, 2024~~ and ~~maturing~~mature on May 6, 2034.

52In 2021, the Company issued $800 million of unsecured notes, consisting of $400 million of notes due 2026 (the “Unsecured notes due 2026”) and $400 million of notes due 2031 (the “Unsecured notes due 2031”). The 2026 Notes bear interest at a rate of 1.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, and mature on July 15, 2026. The 2031 Notes bear interest at a rate of 2.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, and mature on July 15, 2031.

In 2021, the Company completed an offering of $800 million aggregate principal amount of notes, consisting of $400 million of notes due 2026 (the “2026 Notes”) and $400 million of notes due 2031 (the “2031 Notes”). The 2026 Notes bear interest at a rate of 1.65% per annum payable semiannually in arrears on January 15 and July 15 of each year, and maturing on July 15, 2026. The 2031 Notes bear interest at a rate of 2.65% per annum payable semiannually in arrears on January 15 and July 15 of each year and maturing on July 15, 2031.

Five-Year Term Loan due 2027

In 2022, the Company entered into a $500 million five-year unsecured term loan (the “Five-Year Term Loan”), ~~that~~which ~~will~~matures ~~mature~~ on May 26, 2027. The loan bears interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted Secured Overnight Financing Rate (SOFR), plus an applicable margin based on the Company’s credit ratings. In 2025 and 2024, the Company repaid $125 million and $100 million, respectively, of the Five- Year Term Loan due 2027.

Three-Year Term Loan due 2025

In 2022, the Company borrowed a $235 million three-year term loan tranche (the “Three-Year Term Loan”) ~~that~~which ~~will~~was to mature on May 26, 2025. The ~~Delayed~~Three-Year ~~Draw~~ Term Loan ~~bears~~bore interest at a fluctuating rate per annum equal to, at the Company’s option, the alternate base rate or the adjusted SOFR, plus an applicable margin based on the Company’s credit ratings. InThe ~~2024, the~~ Company repaid $185 million ofin ~~the~~2024 ~~Three-Year~~and ~~Term~~$50 million ~~Loan~~in 2025.

Three-Year Term Loan due 2027

On March 29, 2024, the Company entered into a three-year term loan credit agreement with the lenders and other parties from time to time party thereto and Bank of America N.A., as an administrative agent, that provided a three-year multicurrency £250 million unsecured term facility (the “Three-Year Term Loan due 2027”) to fund the Wincanton Acquisition. Concurrently with the closing of the Unsecured Notes in 2024, the Company terminated the commitments under the Three-Year Term Loan due 2027. No amounts were drawn under the Three-Year Term Loan due 2027.

Bridge Term Loan

On February 29, 2024, the Company entered into a 364-day bridge term loan credit agreement that provided a £763 million unsecured Bridge Term Loan facility (the “Bridge Term Loan”) to fund the Wincanton Acquisition. Concurrently with the closing of the Unsecured Notes in 2024, the Company terminated the commitments under the Bridge Term Loan. No amounts were drawn under the Bridge Term Loan.

Revolving Credit Facilities

OnIn ~~March 29,~~ 2024, the Company ~~terminated its previous revolving credit agreement expiring in 2026 and~~ entered into a ~~new~~ revolving credit agreement with Bank of America N.A., as administrative agent and an issuing lender (the “Revolving Credit Agreement”). The Revolving Credit Agreement is a five-year, unsecured, multicurrency revolving facility expiring in 2029. The aggregate commitment of all lenders under the Revolving Credit Agreement ~~will~~is be equal to $800 million, of which $100 million is available for the issuance of letters of credit.

Loans under the Revolving Credit Agreement ~~will~~ bear interest at a fluctuating rate per annum equal to (a) with respect to borrowings in U.S. dollars, at the Company’s option the alternate base rate or term Secured Overnight Financing Rate (“SOFR”), (b) with respect to borrowings in Canadian Dollars, term Canadian Overnight Repo Rate Average (“CORRA”), (c) with respect to borrowings in Pounds Sterling, daily simple Sterling Overnight Index Average Rate (“SONIA”) and (d) with respect to borrowings in Euros, Euro Interbank Offered Rate (“EURIBOR”), in each case, plus an applicable margin calculated based on the Company’s credit ratings. In addition, the Company is paying a commitment fee of 0.15% per annum on the unused portion of the commitments under the Revolving Credit Facility. NoAs ~~amounts~~of ~~were~~December 31, ~~outstanding~~2025 ~~under~~and ~~the~~2024, ~~previous~~no orprincipal ~~new~~amounts ~~revolving~~were ~~credit~~outstanding, ~~agreements~~and asletters of ~~December~~credit were $6 ~~31,~~million ~~2024~~and or$1 ~~December 31~~million, ~~2023~~respectively, under the Revolving Credit Agreement.

5357

In connection with the Wincanton Acquisition, the Company assumed a revolving credit facility agreement (the “Wincanton Revolving Credit Agreement”) under which it may, at any time, borrow up to £175 million ~~($219 million as of December 31~~, ~~2024)~~which inwas ~~aggregate~~to atmature ~~any time, expiring~~ in ~~March~~ 2027. Loans under the Wincanton Revolving Credit Agreement ~~will~~bore ~~bear~~ interest at a daily simple rate based on SONIA plus a margin. In November 2025, the Company terminated the Wincanton Revolving Credit Agreement. As of December 31, 2024, the Company had £15 million ($19 million) ofin ~~borrowings~~ outstanding borrowings under this agreement.

~~Amounts~~Borrowings ~~drawn~~under ~~and~~revolving ~~repaid~~credit facilities maturing in 90three ~~days~~months or less ~~under the revolving credit facilities~~ are presented net in the Consolidated Statement of Cash Flows.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of the Company’s long-term debt (excluding finance lease obligations, ~~unamortized discount~~ and unamortized debt issuance costs and discounts) as of December 31, ~~2024~~2025, maturing during the following years.

(In millions)						~~2025~~2026						~~2026~~2027						~~2027~~2028						~~2028~~2029						~~2029~~2030						Thereafter
Long-term debt						$	71400					$	~~403~~275					$	~~402~~—					$	1600					$	~~600~~587					$	900

Factoring Programs

The Company sells certain of its trade receivables on a non-recourse basis to third-party financial institutions under various factoring programs. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the Consolidated Statements of Cash Flows.

The Company accounts for these transactions as sales because ~~the~~it ~~Company~~ sells full title and ownership in the underlying receivables, and control of the receivables is considered transferred. For these transfers, the receivables are removed from the Consolidated Balance Sheets at the date of transfer.

Information related to trade receivables sold was as follows:

Year Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Receivables sold in period

12,~~856~~794

1,~~110~~856

~~992~~1,110

Cash consideration

12,~~843~~777

1,~~103~~843

~~988~~1,103

Net cash provided by operating cash flows

~~200~~40

21200

3521

Covenants and Compliance

The covenants infor the ~~Five-Year~~Company’s ~~Term~~debt ~~Loan~~securities, ~~the Delayed Draw Term Loan, the Unsecured Notes and the Revolving Credit Facilities,~~ which are customary for financings of this type, limit the Company’s ability to incur indebtedness and grant liens, among other restrictions. In addition, the facilities require the Company to maintain a consolidated leverage ratio below a specified maximum.

As of December 31, ~~2024~~2025, the Company complied with the covenants contained in its debt and financing arrangements.

11. Fair Value Measurements and Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The levels of inputs used to measure fair value are:

•Level 1— - Quoted prices for identical instruments in active markets;

5458

•Level 2— - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

•Level 3— - Valuations based on inputs that are unobservable, utilizing pricing models or other valuation techniques that reflect management’s judgment and estimates.

Assets and liabilities

The Company bases its fair value estimates on market assumptions and available information. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses ~~and current maturities of long-term debt~~ approximated their fair values as of December 31, ~~2024~~2025 and ~~2023~~2024, due to their short-term nature.

Debt

The fair value of debt was as follows:

		December 31, 2024				December 31, 2023
		December 31, 2025				December 31, 2024
(In millions)	Level	Fair Value		Carrying Value		Fair Value		Carrying Value
Unsecured notes due 2026	2	$	~~380~~394	$	~~399~~400	$	~~362~~380	$	~~398~~399
Unsecured notes due 2029	2	~~617~~631		~~593~~594		—617		—593
Unsecured notes due 2031	2	~~336~~358		~~397~~398		~~326~~336		397
Unsecured notes due 2034	2	~~514~~540		~~490~~491		—514		—490
Three-Year Term Loan due 2025	2	49		50		231		235
EUR notes due 2030	2	586		580		—		—
Five-Year Term Loan due 2027	2	394		399		493		499
Three-Year Term Loan due 2025	2	—		—		49		50
Five-Year Term Loan due 2027	2	272		275		394		399

Financial Instruments

The Company directly manages its exposure to risks arising from business operations and economic factors, including fluctuations in interest rates and foreign currencies. The Company uses derivative instruments to manage the volatility related to these exposures. The objective of these derivative instruments is to reduce fluctuations in earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These financial instruments are not used for trading or other speculative purposes. The Company does not expect to incur any losses as a result of counterparty default.

Net Investment Hedges

The Company uses ~~fixed-to-fixed or variable-to-variable~~ cross-currency ~~swap~~swaps ~~agreements~~ to hedge portions of its net investments in foreign operations. ~~against~~For ~~future~~instruments ~~volatility~~that inmeet the ~~exchange~~hedge ~~rates~~accounting ~~between~~requirements, the ~~U.S.~~net ~~dollar~~gains ~~and~~or ~~the~~losses ~~associated~~attributable ~~foreign~~to ~~currencies.~~changes ~~The~~in ~~Company~~spot ~~designated~~exchange ~~these~~rates ~~cross-currency~~are ~~swap~~recorded ~~agreements~~in asthe ~~qualifying~~foreign ~~hedging~~currency ~~instruments~~translation ~~and~~adjustment ~~accounts~~within ~~for~~other ~~them~~comprehensive asincome, ~~net~~and ~~investment~~will ~~hedges.~~be ~~During~~recorded ~~2024,~~in the ~~Company~~Consolidated ~~amended~~Statement ~~four~~of ~~cross-currency~~Operations ~~swaps~~ with ancurrency ~~aggregate~~translation ~~notional~~adjustments ~~amount~~in ofthe ~~$315~~future ~~million~~when ~~maturing~~the inrespective ~~2027~~foreign ~~and~~entity ~~2028~~is ~~and~~sold ~~cross-currency~~or ~~swaps~~liquidated. ~~with~~Cash anflows ~~aggregate~~from ~~notional~~net ~~amount~~investment ofhedges ~~$165~~other ~~million~~than ~~matured.~~the ~~The~~excluded ~~Company~~component ~~entered~~are ~~into~~classified ~~five~~as ~~new~~investing ~~cross-currency~~activities ~~swaps~~in ~~with~~the anConsolidated ~~aggregate~~Statements ~~notional amount~~ of ~~$500~~Cash ~~million, maturing in 2025 and 2029~~Flows.

~~Interest~~Cash ~~Rate~~Flow ~~Swap Agreements~~Hedges

The Company uses interest rate ~~swap~~swaps ~~agreements~~ to hedge the variability of cash flows resulting from ~~floating interest~~ variable-rate borrowings. ~~The~~For ~~Company~~derivative ~~designated~~instruments ~~these~~that ~~interest~~are ~~rate~~designated ~~swap agreements as qualifying hedging instruments~~ and ~~accounts~~qualify ~~for them~~ as cash flow hedges~~. When an interest rate swap agreement qualifies for hedge accounting as a cash flow hedge~~, ~~the~~gains ~~changes~~or inlosses ~~the fair value~~ are initially recorded in ~~equity~~other ascomprehensive aincome, ~~component of AOCIL~~ and ~~are~~later reclassified ~~into~~to ~~Interest~~earnings ~~expense,~~when ~~net over~~ the ~~life~~hedged ~~of the underlying debt, as~~ interest ~~on the Company’s floating~~ rate ~~debt~~payments isaffect ~~accrued.~~the ~~During~~Consolidated ~~2024,~~Statement ~~an interest rate swaps agreement with a notional amount~~ of ~~$125 million matured~~Operations.

5559

Fair Value Hedges

The Company uses cross-currency swaps to hedge its foreign exchange risk on intercompany loans. For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative instrument is recognized in the Consolidated Statement of Operations during the current period, together with the gain or loss on the hedged item, other than the excluded component which reported in other comprehensive income, and later recorded in the Consolidated Statement of Operations over the term of the hedge.

Foreign Currency Exchange Rate Risk

The Company is exposed to certain risks relating to its ongoing business operations, including foreign currency exchange rate risk. The Company uses foreign currency options and forward contracts to mitigate the risk of a reduction in the value of earnings from its operations that use the Euro or British pound sterling as their functional currency. Additionally, the Company uses foreign currency forward contracts to mitigate exposure from variability of cash flows related to the forecasted interest and principal payments on intercompany loans. The foreign currency forward contracts generally expire within 12 months. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the requirements to be accounted for as hedging instruments.

Derivatives

The notional amount and fair value of derivative instruments were as follows:

	December 31,
	2024				2023
	2025				2024
(In millions)	Notional Amount		Fair Value		Notional Amount		Fair Value		Balance Sheet Location
Derivatives designated as net investment hedges:
Cross-currency swap agreements	$	270	$	12	$	—	$	—	Other current assets
Cross-currency swaps	$	—	$	—	$	270	$	12	Other current assets
Cross-currency swap agreements	1,177		48		487		3		Other long-term assets
Cross-currency swaps	—		—		1,177		48		Other long-term assets
Cross-currency swap agreements	98		7		165		7		Other current liabilities
Cross-currency swaps	422		33		98		7		Other current liabilities
Cross-currency swap agreements	325		2		883		49		Other long-term liabilities
Cross-currency swaps	1,400		143		325		2		Other long-term liabilities
Derivatives designated as cash flow hedge:
Derivatives designated as cash flow hedges:
Interest rate swaps	$	—	$	—	$	125	$	23	Other ~~current~~long-term assets
Interest rate swaps	125		3		125		3		Other long-term assets
Derivatives designated as fair value hedges:
Derivatives not designated as hedges
Cross-currency swaps	$	236	$	1	$	—	$	—	Other long-term liabilities
Foreign currency option contracts	$	300	$	13	$	397	$	8	Other current assets
Derivatives not designated as hedges:
Foreign currency option contracts	26$	308	—$	3	—$	300	—$	13	Other current ~~liabilities~~assets
Foreign currency forward contracts	—		—		1		—		Other current assets
Foreign currency option contracts	316		4		26		—		Other current liabilities
Foreign currency forward contracts	~~125~~231		1		—125		—1		Other current liabilities

As of December 31, ~~2024~~2025 and ~~2023~~2024, ~~the~~these derivatives were classified as Level 2 within the fair value hierarchy. ~~The~~These derivatives are valued using inputs other than quoted prices, such as foreign exchange rates and yield curves.

5660

~~The~~Derivatives ~~effect~~designated ~~of hedges on AOCIL and in the Consolidated Statements of Operations was~~ as ~~follows:~~hedges

	Year Ended December 31, 2024						Year Ended December 31, 2023
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)		Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives		Gain (Loss) Reclassified from AOCIL into Net Income (1)		Gain (Loss) Recognized in Net Income on Derivatives (Excluded from effectiveness testing) (1)
Derivatives designated as net investment hedges
Cross-currency swap agreements	$	108	$	4	$	3	$	(66)	$	—	$	3
Derivatives designated as cash flow hedges
Interest rate swaps	$	(1)	$	—	$	—	$	(3)	$	—	$	—

The effects of hedges on AOCIL and in the Consolidated Statements of Operations were as follows:

(1) Amounts reclassified to Net income are reported within Interest expense, net in the Consolidated Statements of Operations.


	Year Ended December 31, 2025						Year Ended December 31, 2024
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income		Gain (Loss) Reclassified from AOCIL into Net Income		Gain (Loss) Recognized in Net Income (Excluded from effectiveness testing)		Amount of Gain (Loss) Recognized in Other Comprehensive Income		Gain (Loss) Reclassified from AOCIL into Net Income		Gain (Loss) Recognized in Net Income (Excluded from effectiveness testing)
Net investment hedges(1):
Cross-currency swaps	$	(252)	$	(3)	$	3	$	108	$	4	$	3
Cash flow hedges(1):
Interest rate swaps	$	(3)	$	—	$	—	$	(1)	$	—	$	—
Fair value hedges(2):
Cross-currency swaps	$	(1)	$	—	$	—	$	—	$	—	$	—

(1) Amounts reclassified to net income are reported in Interest expense, net in the Consolidated Statements of Operations.

(2) Amounts reclassified to net income are reported in Other income, net in the Consolidated Statements of Operations.

Derivatives not designated as hedges

Gains and losses on derivatives not designated as hedges were recognized in Other income, net in the Consolidated Statements of Operations ~~for foreign currency options and forward contracts were~~ as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Foreign currency gain (loss) on foreign currency contracts	$	4(15)	$	~~(9)~~4	$	17(9)

12. Accrued Expenses

The components of accrued expenses were as follows:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Salaries, benefits and withholding	$	460	$	362
Salaries, benefits, related taxes and temporary labor	$	627	$	460
Facility and transportation charges	422		346
Facility, transportation and related expenses	383		422
Value-added tax and other taxes	~~213~~254		~~136~~213
Interest	20		9
Accrued interest	22		20
Other	156		113
Other accrued expenses	206		156
Total accrued expenses	$	1,~~271~~492	$	~~966~~1,271

13. Stockholders’ Equity

Stock Repurchase Plan

On February 18, 2025, the Company’s board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of its common stock. The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise. The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time.

The repurchase of shares of the Company’s common stock is recorded as treasury stock within equity and is accounted for under the cost method inclusive of share repurchase costs and excise tax on share repurchases in excess of issuances. In 2025, the Company repurchased approximately 5.4 million shares of its common stock for an aggregate purchase price of $202 million, including share repurchase costs and excise tax. As of December 31, 2025, the remaining authorization under the Repurchase Plan was $300 million.

Accumulated Other Comprehensive Income - Loss

The following table summarizes the changes in AOCIL by component:

	Foreign Currency Adjustment
(In millions)	ForeignCurrencyTranslationAdjustments		Net Investment Hedges		CashFlowHedges		~~DefinedBenefitPlans~~FairValueHedges		~~Less: AOCILattributable toNCI~~DefinedBenefitPlans		~~AOCILattributableto~~Less: ~~GXO~~AOCILattributable toNCI		AOCILattributableto GXO
As of December 31, 2021	$	(38)	$	(15)	$	—	$	(76)	$	(1)	$	(130)
As of December 31, 2022	$	(156)	$	7	$	7	$	—	$	(112)	$	—	$	(254)
Other comprehensive income (loss) before reclassifications	~~(119)~~72		36(66)		9(3)		~~(49)~~—		1(3)		(~~122~~1)		(1)
Amounts reclassified to net income	—		(73)		—		—		—2		~~(7)~~—		(1)
Tax amounts	(1)		~~(7)~~15		~~(2)~~1		13—		—		3—		17
Other comprehensive income (loss), net of tax	~~(120)~~73		22(54)		7(2)		~~(36)~~—		(1)		(~~126~~1)		15
Other	2		—		—		—		—		2
As of December 31, 2023	$	(83)	$	(47)	$	5	$	—	$	(113)	$	(1)	$	(239)
As of December 31, 2022	$	(156)	$	7	$	7	$	(112)	$	—	$	(254)
Other comprehensive income (loss) before reclassifications	(113)		108		(1)		—		(60)		3		(63)
Other comprehensive income (loss) before reclassifications	72		(66)		(3)		(3)		(1)		(1)
Amounts reclassified to net income	—		(7)		—		—		3		—		(4)
Amounts reclassified to net income	—		(3)		—		2		—		(1)
Tax amounts	1		(23)		—		—		15		—		(7)
Tax amounts	1		15		1		—		—		17
Other comprehensive income (loss), net of tax	(112)		78		(1)		—		(42)		3		(74)
Other comprehensive income (loss), net of tax	73		(54)		(2)		(1)		(1)		15
As of December 31, 2024	$	(195)	$	31	$	4	$	—	$	(155)	$	2	$	(313)
As of December 31, 2023	$	(83)	$	(47)	$	5	$	(113)	$	(1)	$	(239)
Other comprehensive income (loss) before reclassifications	344		(252)		(3)		(1)		(45)		—		43
Other comprehensive income (loss) before reclassifications	(113)		108		(1)		(60)		3		(63)
Amounts reclassified to net income	—		—		—		—		5		—		5
Amounts reclassified to net income	—		(7)		—		3		—		(4)
Tax amounts	(2)		57		—		—		9		—		64
Tax amounts	1		(23)		—		15		—		(7)
Other comprehensive income (loss), net of tax	342		(195)		(3)		(1)		(31)		—		112
Other comprehensive income (loss), net of tax	(112)		78		(1)		(42)		3		(74)
As of December 31, 2025	$	147	$	(164)	$	1	$	(1)	$	(186)	$	2	$	(201)
As of December 31, 2024	$	(195)	$	31	$	4	$	(155)	$	2	$	(313)

14. Stock-Based Compensation

In 2021, the Company established the 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan authorizes the issuance of up to 11.6 million shares of common stock as awards. Under the 2021 Incentive Plan, directors, officers and employees may be granted various types of stock-based compensation awards. These awards include stock options, RSUs, PSUs, RSAs, ~~PSUs~~ and cash incentive awards. As of December 31, ~~2024~~2025, approximately 65.98 million shares of common stock were available for the grant under the 2021 Incentive Plan.

~~The following table summarizes stock-based compensation expense recorded in Selling, general and administrative expense in the Consolidated Statements of Income:~~62

	Year Ended December 31,
(In millions)	2024		2023		2022
RSUs	$	28	$	22	$	21
PSUs	7		8		7
Stock options	3		5		5
RSAs	1		—		—
Total stock-based compensation expense	$	39	$	35	$	33
Tax expense (benefit) on stock-based compensation	$	(7)	$	1	$	(1)

The following table summarizes stock-based compensation expense by line item in the Consolidated Statements of Operations:


	Year Ended December 31,
(In millions)	2025		2024		2023
Selling, general and administrative expense	$	43	$	38	$	35
Restructuring costs and other	4		1		—
Total stock-based compensation expense	$	47	$	39	$	35
Income tax expense (benefit) on stock-based compensation	$	(5)	$	(7)	$	1

The following table summarizes stock-based compensation expense by award type in the Consolidated Statements of Operations:


	Year Ended December 31,
(In millions)	2025		2024		2023
RSUs	$	35	$	28	$	22
PSUs	10		7		8
Stock options	2		3		5
RSAs	—		1		—
Total stock-based compensation expense	$	47	$	39	$	35

Stock Options

~~The~~In 2021, the Company’s granted stock ~~options~~option awards that vest over five years ~~after~~from the grant date and have a ten-year contractual term, ~~with~~at an ~~exercise~~option price equal to the ~~stock price on the grant date. The Black-Scholes option-pricing model was used to estimate the~~ fair market value of ~~these~~the ~~awards.~~award ~~The~~on ~~Black-Scholes~~the ~~option-pricing~~grant ~~model incorporates various subjective assumptions, including expected terms and expected volatility~~date.

A summary of the stock option award activity for the year ended December 31, ~~2024~~2025, is ~~presented~~as ~~in the following table~~follows:

	Stock Options
(In thousands, except per share)	Number of Stock Options	Weighted-AverageExercise Price		Weighted-AverageRemaining Term
Outstanding as of December 31, 2023	1,071	$	64.71	7 years
Forfeited or expired	(176)	64.91
Outstanding as of December 31, 2024	895	$	64.67	6 years
Exercisable as of December 31, 2024	406	$	64.22	6 years
Exercised	(6)	12.12
Forfeited or expired	(157)	64.91
Outstanding as of December 31, 2025	732	$	65.07	4 years
Exercisable as of December 31, 2025	568	$	65.05	4 years

~~There~~The ~~was~~total no intrinsic value ~~for~~of the stock options ~~outstanding~~exercised during 2025, 2024 and ~~exercisable~~2023, atwas ~~December~~$0.2 31million, ~~2024~~zero and zero, respectively.

As of December 31, ~~2024~~2025, unrecognized stock-based compensation ~~cost~~expense related to stock options ofwas $6 1 million and is ~~anticipated~~expected to be recognized over aone ~~weighted-average period of approximately 1~~year.~~4 years.~~

Restricted Stock Units and Performance-Based Units

The Company grants RSUs and PSUs to its key employees, officers and directors with various vesting requirements. The holders of the RSUs and PSUs do not have the rights of a stockholder and do not have voting rights until the shares are issued and delivered in settlement of the awards. RSUs generally vest over the service period, typically three years, and PSUs generally vest based on achieving certain predefined performance objectives along with a service period. For PSUs, the number of shares may be increased to the maximum or reduced to the minimum threshold based on the results of these performance metrics in accordance with the terms established at the time of the award.

The Company granted a portion of PSUs subject to market-based vesting conditions. The Company determines the fair value of PSUs subject to market-based vesting conditions using a Monte Carlo simulation model that incorporates the probability of the performance conditions being met as of the grant date. Assumptions used in the Monte Carlo simulation model for the estimated fair value were as follows:

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Weighted-average risk-free interest rate	4.90	%	4.79	%	24.57	%
Expected volatility	3041	%	3230	%	3732	%

59A summary of the RSUs and PSUs award activity for the year ended December 31, 2025, is as follows:

A summary of RSU and PSU award activity for the year ended December 31, 2024, is presented in the following table:


	RSUs			PSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2024	1,379	$	52.38	457	$	58.11
Granted	1,193	39.75		328	41.27
Vested(1)	(590)	53.12		(2)	74.84
Forfeited	(214)	46.87		(79)	62.65
Outstanding as of December 31, 2025	1,768	$	44.27	704	$	48.34

	RSUs			PSUs
(In thousands, except per share)	Number ofRSUs	Weighted-Average Grant Date FairValue		Number of PSUs	Weighted-AverageGrant Date FairValue
Outstanding as of December 31, 2023	1,337	$	51.31	295	$	67.46
Granted	867	50.48		230	49.01
Vested (1)	(582)	46.58		(17)	78.75
Forfeited and canceled	(243)	53.66		(51)	64.09
Outstanding as of December 31, 2024	1,379	$	52.38	457	$	58.11

(1) The number of RSUs and PSUs vested included common stock shares that the Company withheld on behalf of its employees to satisfy the tax withholding.

~~(1)~~The weighted-average grant-date fair value for RSUs granted in 2025, 2024 and 2023, was $39.75, $50.48 and $49.28, respectively. The ~~number~~total fair value of RSUs that vested during 2025, 2024 and 2023, was $24 million, $31 million and $22 million, respectively. The weighted-average grant-date fair value for PSUs ~~vested~~granted ~~includes~~in ~~common~~2025, ~~stock~~2024 ~~shares~~and ~~that~~2023, ~~the~~was ~~Company~~$41.27, ~~withheld~~$49.01 onand ~~behalf~~$59.16, respectively. The total fair value of ~~its~~PSUs ~~employees~~that tovested ~~satisfy~~during ~~the~~2025, ~~tax~~2024 ~~withholding~~and 2023, was zero, $1 million, $7 million, respectively.

The total fair value of RSUs that vested during 2024 and 2023 was $31 million and $22 million, respectively. The total fair value of PSUs that vested during 2024 and 2023 was $1 million and $7 million, respectively. As of December 31, ~~2024~~2025, unrecognized stock-based compensation ~~cost~~expense related to RSUs and PSUs ofwas $64 63 million and is ~~anticipated~~expected to be recognized over atwo ~~weighted-average period of approximately 2~~ years.

Restricted Stock Awards

In 2024, the Company granted 12 thousand RSAs at a weighted -average price of $50.38, ~~resulting~~and in a fair value of ~~the RSAs of~~ $1 million. These shares vested and were issued upon grant. No RSAs were granted in 2025.

15. Employee Benefit Plans

Pension Plans

Certain eligible employees of the Company participated in various retirement plans in Europe. The Company sponsors a defined benefit pension scheme in the U.K. (the “GXO U.K. Retirement Plan”). In connection with the Wincanton Acquisition, the Company assumed multiple pension schemes covering certain employees in the U.K. and Ireland (the “Wincanton Retirement Plan”). The ~~Company recognized £109 million ($137 million) of assets on the acquisition date, reflecting the funded status of the Wincanton Retirement Plan which is recorded in Other long-term assets. The~~ GXO U.K. Retirement Plan and the Wincanton Retirement Plan (collectively the “U.K. Retirement Plans”) do not allow for new plan participants or additional benefit accruals.

Other than the U.K. Retirement Plans, the Company deems other retirement plans to be immaterial to its Consolidated Financial Statements and are excluded from the disclosure below.

U.K. Retirement Plans

A reconciliation of the projected benefit obligation, fair value of the plan and the funded status, the amount recognized in financial statements, the assumptions used, the plan assets and funding requirements are shown below.

The change in the projected benefit obligation was as follows:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Projected benefit obligation at beginning of year	$	~~830~~1,617	$	~~788~~830
Liabilities assumed from Wincanton acquisition	~~895~~—		—895
Interest cost	6986		4069
Actuarial (gain) loss (1)	(73)		9
Actuarial gain(1)	(8)		(73)
Settlements	~~(2)~~—		—(2)
Benefits paid	(86110)		(4886)
Foreign currency exchange rate changes	~~(16)~~124		41(16)
Projected benefit obligation at end of year	$	1,~~617~~709	$	~~830~~1,617

(1) ~~Actuarial~~In ~~gains~~2025, orthere ~~losses~~is ~~are~~a significant gain due to ~~changes~~change in inflation assumption, offset by a significant loss due to the ~~discount~~change ~~and~~in mortality ~~rates~~assumption. In 2024, there is a significant gain due to the change in the discount rate.

The change in the fair value of the plan assets and funded status was as follows:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Fair value of plan assets at beginning of year	$	~~883~~1,770	$	~~826~~883
Assets assumed from Wincanton acquisition	~~1,032~~—		—1,032
Actual return on plan assets	(44)		60
Actual return (loss) on plan assets	74		(44)
Employer contributions	31		13
Settlements	~~(2)~~—		—(2)
Benefits paid	(86111)		(4886)
Foreign currency exchange rate changes	~~(16)~~135		44(16)
Fair value of plan assets at end of year	$	1,~~770~~869	$	~~883~~1,770
Funded status of the plan assets at end of year (1)	$	153	$	53
Funded status of the plan assets at end of year(1)	$	160	$	153

(1) Funded status is recorded ~~within~~in Other long-term assets.

The amounts included in AOCIL that have not yet been recognized in net periodic benefit cost were as follows:

December 31,

(In millions)

~~2024~~2025

~~2023~~2024

Net actuarial loss

(~~211~~252)

(~~156~~211)

Prior-service credit

1314

1413

Net loss recognized in AOCIL

(~~198~~238)

(~~142~~198)

The components of net periodic benefit cost recognized were as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Interest cost component	$	(6986)	$	(4069)	$	(2140)
Expected return on plan assets for the period	93110		5093		5450
Amortization of prior-service credit	1		1		—1
Amortization of net loss	(46)		(34)		—(3)
Net periodic pension income recognized (1)	$	21	$	8	$	33
Net periodic pension income recognized(1)	$	19	$	21	$	8

(1) Net periodic pension income is recorded ~~within~~in Other income, net.

The amount recognized in other comprehensive income was as follows:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net gain (loss)	$	(6445)	$	1(64)	$	~~(51)~~1
Amortization prior-service credit and net loss	35		23		—2
Other comprehensive income (loss)	$	(6140)	$	3(61)	$	~~(51)~~3

The weighted-average assumptions used to determine the projected benefit obligation and the net periodic benefit cost were as follows:

	Year Ended December 31,
	December 31,
	2024		2023
	2025		2024
Weighted average assumptions used to determine benefit obligation at December 31:
Weighted-average assumptions used to determine benefit obligations:
Discount rate	5.50	%	4.77	%
Effective discount rate on benefit obligations	5.51	%	5.50	%
Rate of compensation increase (1)	—	%	—	%
Weighted-average assumptions used to determine net cost:
Weighted average assumptions used to determine net periodic benefit cost for the year ended December 31:
Effective discount rate on benefit obligations	5.50	%	5.02	%
Discount rate	5.02	%	5.03	%
Effective rate for interest cost on benefit obligations	5.25	%	4.97	%
Rate of compensation increase (1)	—	%	—	%
Expected return on assets	6.13	%	5.91	%
Expected long-term rate of return on plan assets	5.91	%	6.10	%

~~(1)~~ No rate of compensation increase was assumed as the plans are frozen to additional participant benefit accruals.

The Company’s U.K. Retirement Plans’ assets are invested by its trustees, which include representatives of the Company, to meet each of the U.K. Retirement Plans’ projected future pension liabilities. The target asset allocations for our pension plans are based upon analyzing the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. The target strategic asset allocation for the U.K. Retirement Plans consists of approximately 7569% liability-driven investments, intended to minimize market and interest rate risks, and approximately 2531% growth and income assets. The actual asset allocations of the U.K. Retirement Plans are in line with the target asset allocations.

The fair values of investments held in the pension plans by major asset category were as follows:

		December 31,
(In millions)	Level	~~2024~~2025		~~2023~~2024
Cash and cash equivalents	Level 1	$	17	$	11
Cash and cash equivalents and other	Level 1	$	28	$	17
Fixed income securities	Level 1	2—		212
Cash and cash equivalents	Level 2	~~123~~34		—123
Money market	Level 2	—		18
Equities	Level 2	103		93
Equities	Level 2	93		134
Fixed income securities	Level 2	1,831		1,719
Fixed income securities	Level 2	1,719		890
Repurchase agreements(1)	Level 2	(322)		(388)
Repurchase agreements (1)	Level 2	(388)		(266)
Total net assets in fair value hierarchy		$	1,674	$	1,566
Total net assets in fair value hierarchy		$	1,566	$	808
Private markets(2)		195		204
Private markets (2)		204		75
Investments, at fair value		$	1,869	$	1,770
Investments, at fair value		$	1,770	$	883

(1) Repurchase agreements represent short-term borrowings. The plans have an obligation to return the cash after the agreement's term. Due to the agreements' short-term nature, the outstanding balance of the obligation approximates fair value.

(2) Investments that are measured using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total defined benefit pension plan assets.

The expected benefit payments for the defined benefit pension plan are summarized below. These estimates are based on assumptions about future events. Actual benefit payments may vary from these estimates.

(In millions)

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030

~~2030~~2031-2035

Expected payments

~~103~~118

~~108~~122

~~112~~122

~~112~~124

~~114~~126

~~584~~632

The Company’s funding practice is to evaluate the tax and cash position, and the funded status of the plan, in determining the planned contributions. The Company estimates that it will contribute approximately $1 million to the U.K. Retirement Plan in ~~2025~~2026.

Defined Contribution Plans

The Company has defined contribution retirement plans for its U.S. employees and employees of certain foreign subsidiaries. The Company’s contributions for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, were $92113 million, $6692 million and $5466 million, respectively. Defined contribution costs were primarily recorded in Direct operating expense in the Consolidated Statements of Operations.

16. Restructuring ~~Charges~~Costs and Other

Restructuring costs and other ~~primarily~~consisted ~~related~~of to severance, ~~including~~paid ~~projects~~ to ~~optimize~~exiting individuals from the Company’s ~~finance,~~leadership ~~human~~team ~~resources~~ and ~~information~~severance ~~technology~~paid ~~functions,~~as ~~and~~part ~~closing~~of ~~certain~~an initiative to optimize corporate ~~and~~expenses. ~~administrative~~Restructuring ~~offices,~~liability ~~which~~is ~~were~~recorded ~~not~~in ~~associated~~Accrued ~~with~~expenses ~~customer~~and ~~attrition~~Other long-term liabilities in the Consolidated Balance Sheets.

The following table summarizes ~~changes in~~ the restructuring liability, ~~which~~for ~~is included within Other current liabilities in~~ the ~~Consolidated~~year ~~Balance~~ended ~~Sheets.~~December 31, 2025:

(In millions)			Severance		Other		Total
Balance as of December 31, 2023	$	7
Balance as of December 31, 2024			$	10	$	—	$	10
Charges incurred	27		23		4		27
Payments	~~(24)~~		(14)		(6)		(20)
Balance as of December 31, 2024	$	10
Non-cash reductions			(4)		2		(2)
Balance as of December 31, 2025			$	15	$	—	$	15

~~The~~As ~~remaining~~of ~~severance liability at~~ December 31, ~~2024~~2025, $12 million of restructuring liability is expected to be ~~substantially~~ paid ~~within~~over 12one ~~months~~year.

17. Income Taxes

Income (loss) before taxes related to the Company’s domestic and foreign operations was as follows:

Year Ended December 31,

(In millions)

~~2024~~2025

~~2023~~2024

~~2022~~2023

U.S.

~~(88)~~11

97(88)

~~105~~97

Foreign

~~234~~93

~~169~~234

~~159~~169

Income before income taxes

~~146~~104

~~266~~146

~~264~~266

The components of income tax expense (benefit) are presented in the following table:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Current:
U.S. federal	$	~~(2)~~7	$	24(2)	$	4024
U.S state and local	—		7		2
U.S. state and local	1		—		7
Foreign	4889		4348		2943
Total current income tax expense	$	4697	$	7446	$	7174
Deferred:
U.S. federal	$	(1211)	$	(312)	$	(93)
U.S state and local	(1)		(2)		(3)
U.S. state and local	1		(1)		(2)
Foreign	(2519)		(3625)		5(36)
Total deferred income tax benefit	$	(3829)	$	(4138)	$	(741)
Total income tax expense	$	8	$	33	$	64
Total:
U.S. federal	$	(4)	$	(14)	$	21
U.S. state and local	2		(1)		5
Foreign	70		23		7
Total income tax expense	$	68	$	8	$	33

~~Income~~On ~~tax~~July ~~expense~~4, ~~(benefit)~~2025, ~~for~~the ~~2024,~~One ~~2023~~Big ~~and~~Beautiful ~~2022~~Bill ~~varied~~Act ~~from~~(“OBBBA”) ~~the~~was ~~amount~~signed ~~computed~~into bylaw. ~~applying~~The ~~the~~legislation ~~statutory~~includes ~~income~~reinstatement of favorable tax ~~rate~~treatment tofor ~~income~~certain ~~(loss)~~business ~~before~~provisions, ~~income~~including ~~taxes.~~100% ~~The~~bonus ~~Company’s~~depreciation ~~U.S.~~for ~~federal~~qualified ~~statutory~~property ~~tax~~placed ~~rate~~in ~~was~~service ~~21%~~after ~~for~~January ~~2024~~19, ~~2023~~2025, immediate expensing of domestic research and ~~2022.~~experimental Acosts, ~~reconciliation~~and ofrevisions to the ~~expected~~business ~~U.S.~~interest ~~federal~~expense ~~income~~limitations. ~~tax~~The ~~expense~~impact ~~(benefit),~~of ~~calculated~~OBBBA bywas ~~applying~~limited to the ~~federal~~current ~~statutory~~and ~~rate~~deferred toprovision and did not have a material impact on the Company’s ~~actual~~ income tax ~~expense~~expenses ~~(benefit)~~for isthe ~~presented~~year inended ~~the~~December ~~following~~31, ~~table:~~2025.

	Year Ended December 31,
(In millions)	2024		2023		2022
Tax expense at U.S. federal statutory tax rate	$	31	$	56	$	55
State taxes, net of U.S. federal benefit	—		4		(1)
Foreign rate differential	(11)		(14)		(10)
Foreign operations (1)	3		5		15
Contribution- and margin-based taxes	5		5		5
Valuation allowances	(19)		(4)		(3)
Stock-based compensation	1		1		(1)
Intangible assets (2)	—		(17)		—
Transaction costs	8		—		5
Return to Provision	(12)		(3)		(4)
Other	2		—		3
Total income tax expense	$	8	$	33	$	64

The Organisation for Economic Co-operation and Development (“OECD”) has introduced the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. While the Company expects to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where the Company expects Pillar Two taxes to apply. The income tax provision for the year ended December 31, 2025, includes the effects of Pillar Two taxes. The Company continues to monitor Pillar Two developments, including the impact of the Side-by-Side Package published by the OECD on January 5, 2026 as it relates to the interplay between the U.S. international tax system and Pillar Two for the U.S. headquartered companies.

Income tax expense (1benefit) ~~Foreign~~for ~~operations~~2025, ~~include~~2024 and 2023 varied from the ~~cost~~amount ofcomputed ~~inclusion~~by ofapplying ~~foreign~~the statutory income intax ~~the~~rate to income (loss) before income taxes. The Company’s U.S. ~~net~~federal ofstatutory ~~foreign~~tax ~~taxes~~rate was 21% for 2025, 2024 and ~~permanent~~2023. ~~items~~A ~~related~~reconciliation toof ~~foreign~~the ~~operations~~expected U.S. federal income tax expense (benefit), calculated by applying the federal statutory rate to the Company’s actual income tax expense (benefit) is presented in the following table:

~~(2) In 2023, the Company recorded an income tax benefit related to the rights to use trade names, trademarks and other intellectual property.~~68

The Organisation for Economic Co-operation and Development (“OECD”) issued administrative guidance for the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. Many Pillar Two rules are effective for fiscal years beginning on January 1, 2024, with other aspects to be effective from 2025. The Company continues to monitor legislative developments as the enactments in certain jurisdictions may have an adverse effect on its financial statements.


	Year Ended December 31,
	2025				2024				2023
(In millions, except percentages)	Amount		Percent		Amount		Percent		Amount		Percent
U.S. Federal Statutory Tax Rate	$	22	21	%	$	31	21	%	$	56	21	%
State and Local Taxes, Net of Federal Tax Effect (1)	2		2	%	(1)		(1)	%	4		2	%
Foreign Tax Effects
Belgium
Changes in valuation allowances	2		2	%	—		—	%	(5)		(2)	%
Other	—		—	%	2		1	%	—		—	%
Cyprus

Intangible assets	—		—	%	—		—	%	33		13	%


Other	(1)		(1)	%	(3)		(2)	%	(4)		(2)	%
France

Changes in valuation allowances	—		—	%	(22)		(15)	%	2		1	%
Other	4		4	%	—		—	%	2		1	%
Germany
Changes in valuation allowances	7		7	%	5		3	%	1		—	%
Other	(3)		(3)	%	(1)		(1)	%	(1)		—	%
Ireland
Intangible assets	—		—	%	—		—	%	(51)		(19)	%
Italy

Litigation	14		14	%	—		—	%	—		—	%
Other	1		1	%	4		3	%	2		1	%
Malta
Notional interest deduction	(8)		(8)	%	—		—	%	—		—	%
Other	1		1	%	—		—	%	—		—	%





Singapore
Changes in valuation allowances	—		—	%	—		—	%	(5)		(2)	%
Foreign rate difference	(6)		(6)	%	(15)		(10)	%	(15)		(5)	%
Other	4		4	%	—		—	%	—		—	%

6469


	Year Ended December 31,
	2025				2024				2023
(In millions, except percentages)	Amount		Percent		Amount		Percent		Amount		Percent
Switzerland
Cantonal	7		7	%	1		1	%	—		—	%
Other	1		1	%	(3)		(2)	%	—		—	%
United Kingdom
Changes in valuation allowances	(8)		(8)	%	1		1	%	—		—	%
Non-deductible transaction costs	7		7	%	—		—	%	—		—	%
Return to provision	5		5	%	(8)		(6)	%	—		—	%
Other	8		7	%	3		2	%	2		1	%
Other Foreign Jurisdictions	8		7	%	10		6	%	10		4	%

Effect of Cross-Border Tax Laws	(1)		(1)	%	—		—	%	3		1	%


Tax Credits
Foreign tax credits	(9)		(9)	%	—		—	%	—		—	%
Other	—		—	%	(1)		(1)	%	(1)		—	%
Changes in Valuation Allowances	—		—	%	—		—	%	—		—	%
Nontaxable or Nondeductible Items
Non-deductible transaction costs	6		6	%	8		5	%	—		—	%
Other	3		3	%	2		1	%	1		—	%
Changes in Unrecognized Tax Benefits	7		7	%	—		—	%	—		—	%
Other Adjustments
Return to provision	(5)		(5)	%	(5)		(3)	%	(1)		(1)	%
Effective Tax Rate	$	68	65	%	$	8	6	%	$	33	12	%

(1) State taxes in California and Mississippi made up the majority (greater than 50 percent) of the tax effect in this category.

Income Taxes Paid

Cash paid (received) for income taxes is comprised of the following:


	Year Ended December 31,
(In millions)	2025		2024		2023
U.S. federal	$	(2)	$	—	$	45
U.S. state and local	—		—		3
Foreign
France	*		*		6
Italy	*		8		*
Netherlands	14		19		15
Spain	8		9		8
Swiss Cantonal - Ticino	11		*		*
United Kingdom	13		*		(7)
Other	15		7		14
Foreign subtotal	61		43		36
Total	$	59	$	43	$	84

*The amount of income taxes paid (net of refunds) during the year did not meet the disaggregation threshold.

Components of the Net Deferred Tax Asset or Liability

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities are presented in the following table:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Deferred tax assets
Net operating loss and other tax attribute carryforwards	$	9284	$	7992
Accrued expenses	~~122~~112		84122
Other	22		17
Net unrealized losses(1)	48		—
Gross deferred tax assets	236		180
Other	7		22
Valuation allowances	(26)		(50)
Gross deferred tax assets	251		236
Total deferred tax assets, net of valuation allowance	210		130
Valuation allowances	(44)		(26)
Total deferred tax assets, net of valuation allowance	207		210
Deferred tax liabilities
Intangible assets	(~~213~~195)		(~~105~~213)
Property and equipment	(~~118~~73)		(78118)
Pension and other retirement obligations	(2823)		(628)
Other	(1812)		(818)
Gross deferred tax liabilities	(~~377~~303)		(~~197~~377)
Net deferred tax liability	$	(~~167~~96)	$	(67167)

(1) Deferred taxes related to net unrealized gains (losses) on net investment hedge and cash flow hedge are recorded in accumulated OCI. See Note 13 – Stockholders’ Equity for additional information.

The deferred tax asset and deferred tax liability above are reflected in the Consolidated Balance Sheets as follows:

	December 31,
(In millions)	~~2024~~2025		~~2023~~2024
Other long-term assets	$	89128	$	7489
Other long-term liabilities	(~~256~~224)		(~~141~~256)
Net deferred tax liability	$	(~~167~~96)	$	(67167)

Investments in Foreign Subsidiaries

As of December 31, ~~2024~~2025, the Company maintained a partial indefinite reinvestment assertion on its post- 2017 undistributed foreign earnings.

6571

Operating Loss and Tax Credit Carryforwards

The Company’s operating loss and tax credit carryforwards were as follows:

December 31,

(In millions)

Expiration Date (1)

~~2024~~2025

~~2023~~2024

Federal net operating losses for all U.S. operations

~~2030~~N/A

17—

3217

Tax effect (before federal benefit) of state net operating losses

Various times starting in ~~2027~~2026

Federal tax credit carryforwards

~~n/a~~Various times starting in 2035

—4

4—

State tax credit carryforwards

Various times starting in ~~2025~~2026

Foreign net operating losses available to offset future taxable income

Various times starting in ~~2025~~2026

~~326~~274

~~252~~326

(1) Some credits and losses have unlimited carryforward periods.

Valuation Allowances

The Company established valuation allowances for some of its deferred tax assets, as it is more likely than not that these assets will not be realized in the foreseeable future. The Company concluded that the remaining deferred tax assets will more likely than not be realized, though this is not assured, and as such no valuation allowances have been provided on these assets.

The balances and activity related to the Company’s valuation allowances were as follows:

(In millions)	Beginning Balance		Additions	Reductions	Ending Balance
2024 (1)	$	50	5	(29)	$	26
2025(1)	$	26	29	(11)	$	44
2023 (2)	$	44	16	(10)	$	50
2024(2)	$	50	5	(29)	$	26
2022	$	45	3	(4)	$	44
2023(3)	$	44	16	(10)	$	50

(1) In ~~2024~~2025, the ~~Company~~additions ~~released~~primarily consisted of $2214 million ofdue ~~valuation~~to ~~allowances~~an increase in ~~France~~foreign net operating loss carryforward and $10 million due to the final purchase price allocation for the Wincanton Acquisition.

(2) In ~~2023~~2024, ~~due to~~ the ~~PFS Acquisition, the~~ Company ~~acquired~~released $822 million of valuation ~~allowances~~allowance in France.

(3) In 2023, concurrent with an acquisition, the Company acquired $8 million of valuation allowance.

Unrecognized Tax Benefits

A reconciliation of the beginning unrecognized tax benefits balance to the ending balance is presented in the following table:

	Year Ended December 31,
(In millions)	~~2024~~2025		~~2023~~2024		~~2022~~2023
Beginning balance	$	43	$	34	$	3
Increases related to positions taken during prior years	—		1		1
Increases related to positions taken during current year	7		—		—
Reduction due to expiration of statutes of limitations	—		—		(1)
Increases related to positions taken during prior year	—		—		1
Settlements with tax authorities	~~(1)~~—		—(1)		—
Gross unrecognized tax benefits	$	310	$

Filing Compare · GXO Logistics, Inc.