GXO / GXO Logistics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ 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 Logist

GXO Reports Second Quarter 2025 Results

Exhibit 99.1 GXO Reports Second Quarter 2025 Results •Delivered second quarter revenue of $3.3 billion, up 16% year over year, with organic revenue growth of 6%, the highest result in nine quarters •Signed new business wins of $307 million, up 13% year over year •Raises full-year 2025 adjusted EBITDA guidance •Announces CFO transition GREENWICH, Conn. — August 5, 2025 — GXO Logistics, Inc. (NYSE:

Second quarter 2025 results August 5, 2025 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP fi

gxosecondquarter2025resu Second quarter 2025 results August 5, 2025 © GXO Logistics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2025 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2025 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 4, 2025 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2025 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

GXO Appoints Two New Members to Its Board of Directors GREENWICH, Conn., July 31, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today appointed Patrick Byrne and Michael Kneeland to its board of di

GXO Appoints Two New Members to Its Board of Directors GREENWICH, Conn., July 31, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today appointed Patrick Byrne and Michael Kneeland to its board of directors, effective immediately. Additionally, Dr. Jason Papastavrou has stepped down from the board. These appointments follow the election of five ne

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-

GXO Announces Completion of UK Regulatory Review of Wincanton Acquisition and Raises Full-year 2025 Guidance

Exhibit 99.1 GXO Announces Completion of UK Regulatory Review of Wincanton Acquisition and Raises Full-year 2025 Guidance GREENWICH, Conn., June 19, 2025 – GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced that the UK Competition and Markets Authority (CMA) has cleared GXO’s acquisition of Wincanton subject to the divestment of a small numb

Offer Letter, dated June 19, 2025, between Patrick Kelleher and GXO Logistics, Inc.

Exhibit 10.1 June 19, 2025 Patrick Kelleher By Email Dear Patrick, On behalf of GXO Logistics, Inc. (“GXO” or the “Company”), I’m happy to offer you the position of Chief Executive Officer of GXO. Your employment will commence effective as of a mutually agreed date that is as soon as practicable after the date of this letter and in any event no later than August 19, 2025 (the date that your employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 GXO LOGISTICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 GXO LOGISTICS, INC.

GXO Announces Patrick Kelleher as Chief Executive Officer

Exhibit 99.1 GXO Announces Patrick Kelleher as Chief Executive Officer GREENWICH, Conn., June 20, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the appointment of seasoned supply chain leader Patrick Kelleher as its new chief executive officer, effective August 19, 2025. Kelleher brings 33 years of global supply chain experience,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 19, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2025 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ 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 Logis

Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).

Exhibit 10.3 PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Performance Share Unit Agreement (this “Award Agreement”), dated as of ###GRANTDATE###, (the “Effective Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### sets forth the terms and conditions of an award of ###TOTALAWARDS

Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).

Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Restricted Stock Unit Agreement (this “Award Agreement”), dated as of ###GRANTDATE###, (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and ###PARTICIPANTNAME### sets forth the terms and conditions of an award of ###TOTALAWARDS### re

GXO Reports First Quarter 2025 Results

Exhibit 99.1 GXO Reports First Quarter 2025 Results •Increased first quarter revenue 21% year over year, to $3 billion, with organic revenue growth of 3% •Grew sales pipeline to three-year high of $2.5 billion, excluding Wincanton •Repurchased 2.8 million shares •Reaffirmed full-year 2025 organic revenue growth and adjusted EBITDA guidance GREENWICH, Conn. — May 7, 2025 — GXO Logistics, Inc. (NYSE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

First quarter 2025 results May 7, 2025 © GXO Logistics, Inc. © GXO Logistics, Inc. Malcolm Wilson Chief Executive Officer Baris Oran Chief Financial Officer Kristine Kubacki Chief Strategy Officer Presenters 2 © GXO Logistics, Inc. Disclaimer 3 Non-G

First quarter 2025 results May 7, 2025 © GXO Logistics, Inc. © GXO Logistics, Inc. Malcolm Wilson Chief Executive Officer Baris Oran Chief Financial Officer Kristine Kubacki Chief Strategy Officer Presenters 2 © GXO Logistics, Inc. Disclaimer 3 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

GXO Logistics, Inc.

GXO Logistics, Inc. Two American Lane Greenwich, Connecticut 06831 VIA EDGAR March 18, 2025 Yolanda Guobadia Gus Rodriguez Division of Corporation Finance Office of Energy and Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: GXO Logistics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 18, 2025 File No. 001-40470 Dear Ms.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 19, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission F

GXO Announces Share Repurchase Authorization

Exhibit 99.1 GXO Announces Share Repurchase Authorization GREENWICH, Conn., February 18, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced that its Board of Directors has authorized the Company to repurchase up to $500 million of its common stock. The share repurchase authorization permits shares to be repurchased from time to time i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 18, 2025 GXO LOGISTICS, INC.

GXO Logistics, Inc. Insider Trading Policy.

gxo-insidertradingpolicy GXO LOGISTICS, INC. INSIDER TRADING POLICY Effective as of August 2, 2021 Directors, officers and key employees of GXO Logistics, Inc. and its subsidiaries (collectively, the “Company”) are likely from time to time to become aware of material non-public information about the Company. In view of the legal prohibitions on trading in securities while in possession of material

GXO Logistics, Inc. Long-Term Cash Award Agreement Under the 2021 Omnibus Incentive Compensation Plan.

LONG-TERM CASH AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Award Agreement (this “Award Agreement”), dated as of [insert date], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company” or “GXO”), and [insert], sets forth the terms and conditions of a cash award (this “Award”) granted to you under the GXO Logistics, Inc.

Settlement Agreement, dated as of February 17, 2025, by and between GXO Logistics UK Limited and Malcolm Wilson.

completewithxdocusignxg 1 STRICTLY PRIVATE AND CONFIDENTIAL Dated: 17 February 2025 GXO LOGISTICS UK LIMITED and MALCOLM WILSON SETTLEMENT AGREEMENT GQ|Littler 125 Wood Street London EC2V 7AN Tel: 0203 375 0330 gqlittler.

Subsidiaries of the registrant.

Exhibit 21.1 Subsidiaries of GXO Logistics, Inc. Entity Location of Incorporation GXO Enterprise Services, LLC Delaware GXO Logistics Europe SAS France GXO Logistics Netherlands BV Netherlands GXO Logistics Netherlands III BV Netherlands GXO Logistics Holdings UK Unlimited United Kingdom GXO Logistics UK II Limited United Kingdom Northern Commercials (Mirfield) Limited United Kingdom GXO Logistics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 OR ☐ 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,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 12, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 GXO Reports Fourth Quarter and Full Year 2024 Results •Delivered record revenue for both Q4 and full year 2024 •Organic revenue growth accelerated sequentially each quarter in 2024 •Closed more than $1 billion of new business wins for the second consecutive year; won largest-ever contract, of $2.5 billion lifetime value, in health sciences •Announced 2025 guidance: ◦Organic revenue gr

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 12, 2025 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

Fourth quarter and full year 2024 results February 12, 2025 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations o

Fourth quarter and full year 2024 results February 12, 2025 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financ

Malcolm Wilson to Retire as CEO of GXO Logistics in 2025

EXHIBIT 99.1 Malcolm Wilson to Retire as CEO of GXO Logistics in 2025 GREENWICH, Conn., USA — Dec. 03, 2024 — GXO Logistics, Inc. (NYSE: GXO) today announced that Malcolm Wilson, chief executive officer, has informed the board of directors that he plans to retire in 2025. He will continue to lead the company during the executive search process for his successor. Brad Jacobs, chairman of the GXO Bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 GXO LOGISTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission Fi

GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

SC 13G/A 1 gxo-wa4111424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* GXO LOGISTICS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 36262G101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ 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 L

GXO Reports Third Quarter 2024 Results

Exhibit 99.1 GXO Reports Third Quarter 2024 Results •Third quarter revenue increased 28% year over year to a record $3.2 billion, with organic revenue growth of 3% •Signed approximately $750 million in annualized revenue year to date; on track to win a record level of new business in 2024 •Sales pipeline increased 30% year over year to $2.4 billion and stands at a two-year high •Reaffirmed full-ye

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

3Q 2024 results November 4, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial me

gxoreportsthirdquarter20 3Q 2024 results November 4, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 GXO LOGISTICS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 1, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission Fi

Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] Computershare Trust Company, National Association (Exact name of trustee as specified in its charter)

As filed with the Securities and Exchange Commission on August 23, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 23, 2024 Registration No.

Filing Fee Table

Calculation of Filing Fee Tables S-3 GXO Logistics, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Offer Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024.

1 Private and Confidential Corinna Refsgaard 7 March 2024 Dear Corinna, Ref: GXO Logistics FST Limited Offer Letter – Chief Human Resources Officer It has been a great pleasure to meet with you recently.

Service Agreement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of February 23, 2024.

Dated: 23 February 2024 (1) GXO LOGISTICS FST LIMITED (2) CORINNA REFSGAARD Service Agreement 2 CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION .

2Q 2024 results August 6, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial meas

gxoreportssecondquarter2 2Q 2024 results August 6, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial

Agreement and Promise of Reimbursement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024.

AGREEMENT AND PROMISE OF REIMBURSEMENT I, Corinna Refsgaard, as part of my offer of employment as Chief Human Resources Officer and in consideration of my ongoing employment hereby agree to reimburse GXO Logistics FST Limited (“Company”) the following:  Sign-On Bonus of £100,500 (“Sign on Bonus”) I acknowledge that reimbursement for the above amount of the Sign on Bonus, net of any statutory dedu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ 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 Logist

Pension Top Up Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of April 10, 2024.

GXO GXO Logistics UK Limited GXO is a trading name of GXO Logistics UK Limited (Registered in England: SC037270) Registered Office: Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN VAT Reg No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2024 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2024 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 6, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

GXO Reports Second Quarter 2024 Results

Exhibit 99.1 GXO Reports Second Quarter 2024 Results •Second quarter revenue increased 19% year over year to a record $2.8 billion, with organic revenue growth of 2% •Signed new business wins of approximately $270 million in annualized revenue during 2Q 2024 •Sales pipeline increased to new twelve-month high of $2.3 billion •Completed Wincanton acquisition GREENWICH, Conn. — August 6, 2024 — GXO L

The Amendment to the Amended and Restated Certificate of Incorporation of GXO Logistics, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on May 23, 2024).

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GXO LOGISTICS, INC.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ 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 Logis

Bridge Credit Agreement, dated as of February 29, 2024.

STRICTLY CONFIDENTIAL EXECUTION VERSION #97973340v10 BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2024 AMONG GXO LOGISTICS, INC.

Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan)

PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Performance Share Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Effective Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] performance share units (this “Award”) tha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

GXO Reports First Quarter 2024 Results

Exhibit 99.1 GXO Reports First Quarter 2024 Results •First quarter revenue of $2.5 billion, up 6% year over year; organic revenue growth1 of 1% •Signed new business wins of approximately $250 million in annualized revenue in 1Q 2024; up 55% year over year •Sales pipeline at 12-month high of $2.2 billion •Completed acquisition of Wincanton on April 29, 2024 GREENWICH, Conn. — May 7, 2024 — GXO Logi

First quarter 2024 results May 7, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financ

First quarter 2024 results May 7, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables included i

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

Second Supplemental Indenture, dated as of May 6, 2024, among GXO Logistics, Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee (including the forms of the notes)

Exhibit 4.2 Execution Version GXO LOGISTICS, INC., as the Company and COMPUTERSHARE TRUST COMPANY, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee 6.250% Notes due 2029 and 6.500% Notes due 2034 Second Supplemental Indenture Dated as of May 6, 2024 to Indenture dated as of July 2, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions and Other Provisions of General Applicatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 6, 2024 GXO LOGISTICS, INC.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

RECOMMENDED CASH ACQUISITION WINCANTON PLC ("WINCANTON") GXO LOGISTICS, INC. ("GXO") SCHEME OF ARRANGEMENT (THE "SCHEME") BECOMES EFFECTIVE

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 29 April 2024 RECOMMENDED CASH ACQUISITION of WINCANTON PLC ("WINCANTON") by GXO LOGISTICS, INC. ("GXO") SCHEME OF ARRANGEMENT (THE "SCHEME")

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 25, 2024 GXO LOGISTICS, INC.

Calculation of Filing Fee Tables Form 424(b)(2) (Form Type) GXO Logistics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(2) (Form Type) GXO Logistics, Inc.

$1,100,000,000 $600,000,000 6.250% NOTES DUE 2029 $500,000,000 6.500% NOTES DUE 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-259217 P R O S P E C T U S   S U P P L E M E N T (To prospectus dated August 31, 2021) $1,100,000,000 $600,000,000 6.250% NOTES DUE 2029 $500,000,000 6.500% NOTES DUE 2034 GXO Logistics, Inc. (the “Issuer”), a Delaware corporation, is offering two series of notes consisting of $600,000,000 aggregate principal amount of its 6

Underwriting Agreement, dated April 25, 2024, among GXO Logistics, Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC (acting for themselves and as representatives of the several underwriters named therein)

Exhibit 1.1 Execution Version GXO LOGISTICS, INC. (a Delaware corporation) $600,000,000 6.250% Senior Notes due 2029 $500,000,000 6.500% Senior Notes due 2034 UNDERWRITING AGREEMENT April 25, 2024 BofA Securities, Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 25, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

RECOMMENDED CASH ACQUISITION WINCANTON PLC ("WINCANTON") GXO LOGISTICS, INC. ("GXO") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 COURT SANCTION OF SCHEME OF ARRANGEMENT

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 25 April 2024 RECOMMENDED CASH ACQUISITION of WINCANTON PLC ("WINCANTON") by GXO LOGISTICS, INC. ("GXO") to be effected by means of a scheme

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 25, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

GXO LOGISTICS, INC. FINAL TERM SHEET April 25, 2024

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement File No.

© GXO Logistics, Inc. Updated FY 2024 Guidance & 2027 Outlook April 24, 2024 2© GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the n

© GXO Logistics, Inc. Updated FY 2024 Guidance & 2027 Outlook April 24, 2024 2© GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tab

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 24, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

RECOMMENDED CASH ACQUISITION WINCANTON PLC (“WINCANTON”) GXO LOGISTICS, INC. (“GXO”) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Announcement of UK NSI Act Clearance

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 24 April 2024 RECOMMENDED CASH ACQUISITION of WINCANTON PLC (“WINCANTON”) by GXO LOGISTICS, INC. (“GXO”) to be effected by means of a schem

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 24, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

GXO Releases Preliminary First Quarter 2024 Results Company reiterates 2024 guidance; updates long-term financial targets

Exhibit 99.1 GXO Releases Preliminary First Quarter 2024 Results Company reiterates 2024 guidance; updates long-term financial targets GREENWICH, Conn. — April 24, 2024 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced selected preliminary financial results for the quarter ended March 31, 2024. The company also reiterated its outlook for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o D

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

RECOMMENDED CASH ACQUISITION WINCANTON PLC (“WINCANTON”) GXO LOGISTICS, INC. (“GXO”) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 RESULTS OF SCHEME MEETING AND GENERAL MEETING

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 10 April 2024 RECOMMENDED CASH ACQUISITION of WINCANTON PLC (“WINCANTON”) by GXO LOGISTICS, INC. (“GXO”) to be effected by means of a scheme

RECOMMENDED CASH ACQUISITION WINCANTON PLC (“WINCANTON”) GXO LOGISTICS, INC. (“GXO”) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 RESULTS OF SCHEME MEETING AND GENERAL MEETING

Exhibit 99.2 Correction to announcement under RNS number 0894K made at 16:45 on 10/04/2024 (Results of Scheme Meeting and General Meeting). The announcement included the incorrect number of Scheme Shares in issue at the Scheme Voting Record Time, which in turn caused the percentages in the column titled "Number of Scheme Shares voted as a % of issued ordinary share capital entitled to vote on the

Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on April 1, 2024).

Exhibit 10.2 Execution Version CREDIT AGREEMENT DATED AS OF MARCH 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent and an Issuing Lender BofA SECURITIES, INC., BARCLAYS BANK PLC and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arrangers and Joint Bookrunners BARCLAYS BANK PLC and CR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 29, 2024 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 29, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

Term Loan Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on April 1, 2024).

Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A., as Administrative Agent BofA SECURITIES, INC., GOLDMAN SACHS BANK USA, BARCLAYS BANK PLC and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arrangers and Joint Bookrunners GOLDMAN SACH

Recommended Cash Acquisition Wincanton plc ("Wincanton") GXO Logistics, Inc. ("GXO") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Part II (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. This Document contains a proposal which, if implemented, will result in the cancellation of the listing of Wincanton Shares on the Official List and of trading of Wincanton Shares

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 14, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

144

144 0001669943 XXXXXXXX LIVE 0001852244 GXO LOGISTICS INC. 001-40470 TWO AMERICAN LANE GREENWICH CT 06831 203-489-1287 GENA L ASHE Director Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 13370 668500.00 119262270 03/08/2024 NYSE Common 01/03/2024 Restricted stock vesting under a registered plan Issuer N 13370 01/03/2024 Not Applicab

RECOMMENDED CASH ACQUISITION Wincanton plc (“Wincanton”) GXO Logistics, Inc. (“GXO”) Switch from a takeover offer to a scheme of arrangement Intention to indefinitely adjourn CMA CGM Offer Shareholder Meetings

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 6 March 2024 RECOMMENDED CASH ACQUISITION of Wincanton plc (“Wincanton”) by GXO Logistics, Inc. (“GXO”) Switch from a takeover offer to a sch

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 29, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission F

Cash offer for Wincanton Plc by GXO Logistics, Inc., dated as of February 29, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on February 29, 2024).

Exhibit 2.1 OFFER FOR WINCANTON PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED REGULATION (EU) 596 / 2014 AS IT FORMS PART OF THE LAW OF TH

Polar Capital Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.04 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on February 29, 2024).

Exhibit 10.04 IRREVOCABLE UNDERTAKING To: GXO Logistics, Inc. (GXO) Two American Lane, Greenwich, CT 06831 29 February 2024 Dear Sir/Madam Acquisition of Wincanton plc (Wincanton) We refer to the Rule 2.7 announcement published by GXO on 29 February 2024 (the Rule 2.7 Announcement) and understand that GXO intends to acquire all the issued and to be issued share capital of Wincanton pursuant to the

Threadneedle Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.02 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on February 29, 2024).

Exhibit 10.02 IRREVOCABLE UNDERTAKING To: GXO Logistics, Inc. (GXO) Two American Lane, Greenwich, CT 06831 28 February 2024 Dear Sir/Madam Acquisition of Wincanton plc (Wincanton) We understand that GXO intends to acquire all the issued and to be issued share capital of Wincanton pursuant to the Scheme or the Offer (each as defined in paragraph 9 below). This undertaking sets out the terms and con

Wellcome Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.03 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on February 29, 2024).

Exhibit 10.03   IRREVOCABLE UNDERTAKING   To: GXO Logistics, Inc. (GXO)   Two American Lane, Greenwich, CT 06831   29 February 2024   Dear Directors   Acquisition of Wincanton plc (Wincanton)   We refer to the Rule 2.7 announcement published by GXO on 29 February 2024 (the Rule 2.7 Announcement) and understand that GXO intends to acquire all the issued and to be issued share capital of Wincanton p

GXO Announces Offer to Acquire Wincanton Expands GXO’s presence in key strategic growth verticals in the UK, providing a springboard to offer industrial and aerospace services across Europe Approximately £45m of full annual net run-rate synergies ide

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION GXO Announces Offer to Acquire Wincanton Expands GXO’s presence in key strategic growth verticals in the UK, providing a springboard to offer industrial and aero

Bridge Credit Agreement

Exhibit 10.05 STRICTLY CONFIDENTIAL EXECUTION VERSION BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2024 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BANK OF AMERICA, N.A. as Administrative Agent BofA SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner BANK OF AMERICA, N.A., as Syndication Agent CERTAIN FINANCIAL INSTITUTIONS TO

Aberforth Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on February 29, 2024).

Exhibit 10.01 [Letterhead] To: GXO Logistics, Inc. (GXO) Two American Lane, Greenwich CT 06831 28 February 2024 Dear Directors Acquisition of Wincanton plc (Wincanton) We understand that GXO intends to acquire all the issued and to be issued share capital of Wincanton pursuant to the Scheme or the Offer (each as defined in paragraph 8 below). This undertaking sets out the terms and conditions on w

Offer Letter between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 14, 2021.

XPO LOGISTICS EUROPE 115-123, avenue Charles de Gaulle 92200 Neuilly-sur -seine xpo.

(incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 15, 2024).

STRICTLY CONFIDENTIAL 014-5340-3872/4/EUROPE Dated: 12 July 2021 (1) XPO SUPPLY CHAIN UK LIMITED (2) Richard Cawston Service Agreement 2 23 March 2021 014-5340-3872/4/EUROPE CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2023 OR ☐ 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,

Subsidiaries of the registrant.

Exhibit 21.1 Subsidiaries of GXO Logistics, Inc. Entity Location of Incorporation GXO Enterprise Services, LLC Delaware GXO Logistics Europe SAS France GXO Logistics Holdings UK Unlimited United Kingdom GXO Logistics UK Limited Scotland GXO Logistics Netherlands BV Netherlands GXO Logistics Netherlands III BV Netherlands GXO Logistics Spain SL Spain GXO Logistics France SAS France GXO Logistics It

GXO Logistics, Inc. Amended and Restated Clawback Policy.

71533835;8 GXO Logistics, Inc. Amended and Restated Clawback Policy (Adopted as of November 21, 2023) Overview The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GXO Logistics, Inc., a Delaware corporation (the “Company” or “GXO”), has adopted this Clawback Policy (this “Policy”) effective as of October 2, 2023, under which the Company may require the repayment

GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

SC 13G/A 1 gxo-wa321424.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* GXO LOGISTICS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 36262G101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO / GXO Logistics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: GXO Logistics Inc Title of Class of Securities: Common Stock CUSIP Number: 36262G101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

Fourth quarter and full year 2023 results February 13, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations o

Fourth quarter and full year 2023 results February 13, 2024 © GXO Logistics, Inc. © GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures: As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financ

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2024 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 GXO Reports Fourth Quarter and Full Year 2023 Results Highlights •Fourth quarter revenue of $2.6 billion; net income attributable to GXO of $73 million; adjusted EBITDA1 of $193 million; diluted EPS of $0.61 and adjusted diluted EPS1 of $0.70 •Full year revenue of $9.8 billion; net income attributable to GXO of $229 million; adjusted EBITDA1 of $741 million; diluted EPS of $1.92 and a

GXO / GXO Logistics, Inc. / Perpetual Ltd - SC 13G Passive Investment

SC 13G 1 tm243342d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GXO LOGISTICS INC (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 36262G101 (CUSIP Number) December 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

Joint Filing Agreement

EX-99.1 2 tm243342d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Perpetual Limited (The Parent Company), JOHCM (Singapore) Pte Limited (A Controlled Undertaking of The Parent Company), & Pendal Institutional Limited (A Controlled Undertaking of The Parent Company), Pendal Group Limited (A Controlled Undertaking of The Parent Company), J O Hambro Capital Management Limited (A Controlled Undertaking of The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ 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 L

©GXO Logistics, Inc. Third Quarter 2023 Results November 7, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP fin

©GXO Logistics, Inc. Third Quarter 2023 Results November 7, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financ ial tables includ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO Reports Third Quarter 2023 Results

Exhibit 99.1 GXO Reports Third Quarter 2023 Results Highlights •Third quarter revenue grew 8% year over year to $2.5 billion, and organic revenue1 grew 3% •Net income attributable to GXO grew to $66 million; operating income increased by 25%; operating margins improved by 49 basis points; and adjusted EBITDA1 grew to $200 million •Cash flow from operations of $243 million in 3Q 2023 compared to $1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 23, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) PFSWEB, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

GXO Completes Acquisition of PFSweb

Exhibit (a)(5)(B) GXO Completes Acquisition of PFSweb GREENWICH, Conn., October 23, 2023 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the successful completion of its acquisition of U.S.-based PFSweb, Inc., a premier, tech-enabled eCommerce order fulfillment platform. GXO CEO Malcolm Wilson said, “Today’s acquisition marks an importa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 11, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

[Wachtell, Lipton, Rosen & Katz Letterhead]

[Wachtell, Lipton, Rosen & Katz Letterhead] VIA EDGAR September 29, 2023 Dan Duchovny Blake Grady Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

LinkedIn Post

Exhibit (a)(5)(A) LinkedIn Post Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of GXO and PFSweb, including regarding GXO’s proposed acquisition of PFSweb, the prospective benefits of the proposed acquisition, the consideration and terms and the anticipated occurrence, manner and timing of the tender offer and the closing of the proposed acquisition.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSWEB, INC. (Name of Subject Company) PEREGRINE MERGERSUB I, INC. (Offeror) GXO LOGISTICS, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock PFSWEB, INC. a Delaware corporation $7.50 PER SHARE Pursuant to the Offer to Purchase dated September 21, 2023 PEREGRINE MERGERSUB I, INC. a wholly owned subsidiary GXO LOGISTICS, INC.

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of PFSWEB, INC.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock PFSWEB, INC. a Delaware corporation $7.50 PER SHARE Pursuant to the Offer to Purchase dated September 21, 2023 PEREGRINE MERGERSUB I, INC. a wholly owned subsidiary of GXO LO

Exhibit (a)(1)(I) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

* * * [Signature page follows]

Exhibit (d)(4) GXO Logistics, Inc. Two American Lane Greenwich, CT 06831 August 30, 2023 PFSweb, Inc. 9250 Royal Lane, Suite 100 Irving, TX 75063 Re: Exclusivity Agreement Ladies and Gentlemen: In connection with the possible acquisition (the “Transaction”) by GXO Logistics, Inc. (“GXO”) of PFSweb, Inc. (the “Company”), you have agreed to enter into this letter agreement and to be bound in accorda

Offer To Purchase For Cash All Outstanding Shares of Common Stock PFSWEB, INC. a Delaware corporation $7.50 PER SHARE Pursuant to the Offer to Purchase dated September 21, 2023 PEREGRINE MERGERSUB I, INC. a wholly owned subsidiary of GXO LOGISTICS, I

Exhibit (a)(1)(C) Offer To Purchase For Cash All Outstanding Shares of Common Stock of PFSWEB, INC.

Amendment No. 1 to Non-Disclosure Agreement

Exhibit (d)(3) Amendment No. 1 to Non-Disclosure Agreement Reference is made to that certain non-disclosure agreement (the “NDA”), dated as of August 31, 2021, by and between PFSweb, Inc. (“PFSweb”) and GXO Logistics, Inc. (“Recipient”). Capitalized terms that are used but not otherwise defined herein shall have the meaning ascribed to such terms in the NDA. The Parties hereby agree to amend the N

Offer to Purchase for Cash All Outstanding Shares of Common Stock PFSweb, Inc. $7.50 Per Share Peregrine MergerSub I, Inc. a wholly owned subsidiary of GXO Logistics, Inc.

TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash   All Outstanding Shares of Common Stock of PFSweb, Inc.

Offer To Purchase For Cash All Outstanding Shares of Common Stock PFSWEB, INC. a Delaware corporation $7.50 PER SHARE Pursuant to the Offer to Purchase dated September 21, 2023 PEREGRINE MERGERSUB I, INC. a wholly owned subsidiary of GXO LOGISTICS, I

Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of PFSWEB, INC.

PFSWEB, INC. (Name of Subject Company (Issuer)) PEREGRINE MERGERSUB I, INC. a wholly owned subsidiary of GXO LOGISTICS, INC. (Names of Filing Persons (Offerors)) Table 1-Transaction Valuation

Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) PFSWEB, INC.

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Exhibit (d)(2) August 13, 2021 CONFIDENTIAL Baris Oran GXO Logistics, Inc. Two American Lane Greenwich, CT 06831 Dear Baris: Your company (referred to as “you” or “your,” as appropriate) advised us that you are interested in exploring a possible negotiated transaction involving PFSweb, Inc. and/or its subsidiaries, who will be collectively referred to herein as the “Company” (such possible busines

[The following email was sent to employees of PFSweb, Inc. on September 19, 2023.]

Exhibit 99.1 [The following email was sent to employees of PFSweb, Inc. on September 19, 2023.] Subject: Hello from GXO Hello. I’m Malcolm Wilson, CEO of GXO. On behalf of the entire GXO team, I want to share how excited we are about PFS joining GXO and the growth opportunity ahead. While you may be experiencing a range of emotions, my hope is that you are as excited as we are. We greatly admire w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSweb, Inc. (Name of Subject Company) Peregrine Merge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSweb, Inc. (Name of Subject Company) Peregrine MergerSub I, Inc. (Offeror) GXO Logistics, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2023 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSweb, Inc. (Name of Subject Company) Peregrine Merge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PFSweb, Inc. (Name of Subject Company) Peregrine MergerSub I, Inc. (Offeror) GXO Logistics, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of S

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): September 14, 2023 GXO LOGISTICS, INC.

GXO to Acquire PFSweb

Exhibit 99.1 GXO to Acquire PFSweb • Acquisition of leading U.S.-based eCommerce order fulfillment platform expands GXO’s presence in North America, increases exposure to compelling, high-growth verticals and adds key service capabilities. • Transaction expected to close in fourth quarter 2023. GREENWICH, Conn., September 14, 2023 – GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play co

GXO to Acquire PFSweb

Exhibit 99.1 GXO to Acquire PFSweb • Acquisition of leading U.S.-based eCommerce order fulfillment platform expands GXO’s presence in North America, increases exposure to compelling, high-growth verticals and adds key service capabilities. • Transaction expected to close in fourth quarter 2023. GREENWICH, Conn., September 14, 2023 – GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play co

LinkedIn Posts

Exhibit 99.1 LinkedIn Posts X (formerly known as Twitter) Post Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of GXO and PFSweb, including regarding GXO’s proposed acquisition of PFSweb, the prospective benefits of the proposed acquisition, the consideration and terms and th

Good Morning –

Exhibit 99.2 Good Morning – I want to share some exciting news. A few moments ago, GXO announced that we have entered into an agreement to acquire PFSweb, a premier, U.S.-based eCommerce order fulfillment platform for $7.50 in cash per share of PFSweb common stock, representing an equity value of approximately $181 million. The enterprise value is $142 million and includes PFSweb’s cash balance of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ 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 Logist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2023 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

GXO Reports Second Quarter 2023 Results

Exhibit 99.1 GXO Reports Second Quarter 2023 Results Highlights •Second quarter revenue grew 11% year over year to $2.4 billion, and organic revenue1 grew 3% •Net income attributable to GXO grew 27% to $65 million; operating income increased by 68%; operating margins improved by 140 bps; adjusted EBITDA1 grew to $190 million; diluted EPS increased to $0.54, and adjusted diluted EPS1 to $0.70 •Rais

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2023 GXO LOGISTICS, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

©GXO Logistics, Inc. Second Quarter 2023 Results August 2, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP fina

gxosecondquarter2023resu ©GXO Logistics, Inc. Second Quarter 2023 Results August 2, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2023 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 12, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ 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 Logis

GXO Reports First Quarter 2023 Results

Exhibit 99.1 GXO Reports First Quarter 2023 Results Highlights •Record first quarter revenue of $2.3 billion, up 12% year over year; organic revenue growth1 of 7%; net income attributable to GXO of $25 million; adjusted EBITDA1 of $158 million; diluted EPS of $0.21 and adjusted diluted EPS1 of $0.49 •Full-year 2023 profit guidance raised: ▪Adjusted diluted EPS raised $0.10, now expected to be $2.4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 GXO LOGISTICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 GXO LOGISTICS, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

©GXO Logistics, Inc. | Confidential and Proprietary First Quarter 2023 Results May 9, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconcili

gxofirstquarter2023resul ©GXO Logistics, Inc. | Confidential and Proprietary First Quarter 2023 Results May 9, 2023 2©GXO Logistics, Inc. Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 9, 2023 GXO LOGISTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 9, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-

Amendment No. 1 to Credit Agreement, dated as of March 9, 2023, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 10, 2023).

Exhibit 10.1 Execution Version AMENDMENT NO. 1 CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 9, 2023, by and among GXO LOGISTICS, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and the Administrative Agent (as defined below), which amends that certain CREDIT AGREEMENT (as amended, supplemented or otherwise mod

Subsidiaries of the registrant.

Exhibit 21.1 Subsidiaries of GXO Logistics, Inc. Entity Location of Incorporation GXO Logistics, Inc. Delaware GXO Enterprise Services, LLC Delaware GXO Logistics Europe SAS France GXO Logistics UK Limited Scotland GXO Logistics Netherlands BV Netherlands GXO Logistics Netherlands III BV Netherlands GXO Logistics Spain SL Spain GXO Logistics France SAS France GXO Logistics Italy SPA Italy GXO Logi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2022 OR ☐ 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,

Pendal Group Limited (The Parent Company) & J O Hambro Capital Management Limited (A Controlled Undertaking of The Parent Company), together the “Filing Persons”, hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the

Exhibit 99.1 Pendal Group Limited (The Parent Company) & J O Hambro Capital Management Limited (A Controlled Undertaking of The Parent Company), together the “Filing Persons”, hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate beneficial ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Sec

GXO / GXO Logistics, Inc. / Pendal Group Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GXO LOGISTICS INC (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 36262G101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

GXO Logistics Reports Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 GXO Logistics Reports Fourth Quarter and Full Year 2022 Results Highlights •Fourth quarter revenue of $2.5 billion, up 9.1% year-over-year; including organic revenue growth1 of 7.5%; net income attributable to GXO of $46 million; adjusted EBITDA1 of $205 million; diluted EPS of $0.39 and adjusted diluted EPS1 of $0.83 •Full year revenue of $9.0 billion, up 13.3% year-over-year; includ

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

©GXO Logistics, Inc. | Confidential and Proprietary Fourth Quarter and Full Year 2022 Results February 14, 2023 2©GXO Logistics, Inc. | Confidential and Proprietary Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities a

©GXO Logistics, Inc. | Confidential and Proprietary Fourth Quarter and Full Year 2022 Results February 14, 2023 2©GXO Logistics, Inc. | Confidential and Proprietary Disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comp

GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

SC 13G/A 1 gxo-wa221423.htm ORBIS INVESTMENT MANAGEMENT LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GXO LOGISTICS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 36262G101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 14, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO / GXO Logistics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01025-gxologisticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: GXO Logistics Inc. Title of Class of Securities: Common Stock CUSIP Number: 36262G101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 12, 2023 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

GXO Hosts Investor Day, Outlines 2027 Financial Targets In connection with the event, GXO announces estimated full year 2022 financial results and preliminary 2023 guidance

Exhibit 99.1 GXO Hosts Investor Day, Outlines 2027 Financial Targets In connection with the event, GXO announces estimated full year 2022 financial results and preliminary 2023 guidance GREENWICH, Conn., January 12, 2023 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, will host its first Investor Day today since becoming a publicly traded company on Au

©2023 GXO Logistics, Inc. NEW YORK JANUARY 12, 2023 2©2023 GXO Logistics, Inc. Legal disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP finan

©2023 GXO Logistics, Inc. NEW YORK JANUARY 12, 2023 2©2023 GXO Logistics, Inc. Legal disclaimer 2 Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financial tables included

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? 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 L

GXO Logistics Reports Third Quarter 2022 Results

Exhibit 99.1 GXO Logistics Reports Third Quarter 2022 Results Highlights ?Third quarter revenue of $2.3 billion, up 16% year-over-year; including organic revenue growth1 of 16%; net income attributable to GXO of $63 million; adjusted EBITDA1 of $192 million; diluted EPS of $0.53 and adjusted diluted EPS1 of $0.75 ?2022 FY guidance reiterated, including 12-16% organic revenue growth and adjusted EB

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 8, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 8, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

©2022 GXO Logistics, Inc. | Confidential and Proprietary 1 Third Quarter 2022 Results November 8, 2022 2©2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we pr

?2022 GXO Logistics, Inc. | Confidential and Proprietary 1 Third Quarter 2022 Results November 8, 2022 2?2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (?SEC?), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 4, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission Fil

GXO Receives UK Regulatory Clearance for Acquisition of Clipper Logistics plc U.K. Competition and Markets Authority completes review

Exhibit 99.1 GXO Receives UK Regulatory Clearance for Acquisition of Clipper Logistics plc U.K. Competition and Markets Authority completes review Combination will accelerate GXO?s growth opportunities and enhance value for all stakeholders GREENWICH, Conn., October 4, 2022 - GXO Logistics, Inc. (NYSE: GXO), the world?s largest pure-play contract logistics provider, announced that it has received

GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GXO LOGISTICS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 36262G101 (CUSIP Number) August 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

GXO / GXO Logistics, Inc. / Jacobs Private Equity, LLC - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GXO LOGISTICS, INC. (Name of Issuer) COMMON STOCK, Par Value $0.01 Per Share (Title of Class of Securities) 36262G 101 (CUSIP Number) Jacobs Private Equity, LLC Bradley S. Jacobs 350 Round Hill Road Greenwich, Connecticut 06831 Telephone: (203) 413-4000

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? 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 Logist

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86

©2022 GXO Logistics, Inc. | Confidential and Proprietary Second Quarter 2022 Results August 2, 2022 2©2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provi

©2022 GXO Logistics, Inc. | Confidential and Proprietary Second Quarter 2022 Results August 2, 2022 2©2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set

GXO Logistics Reports Second Quarter 2022 Results

Exhibit 99.1 GXO Logistics Reports Second Quarter 2022 Results Highlights •Second quarter revenue of $2.2 billion, up 15% year-over-year; including organic revenue growth1 of 20%; net income attributable to GXO of $51 million; and adjusted EBITDA1 of $176 million; diluted EPS of $0.44 and adjusted diluted EPS1 of $0.68 or 55% growth •2022 organic revenue growth1 upgraded to 12-16% year-over-year f

Recommended Cash and Share Offer Clipper Logistics plc ("Clipper") GXO Logistics, Inc ("GXO") Completion of Recommended Cash and Share Offer

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 24 MAY 2022 Recommended Cash and Share Offer for Clipper Logistics plc ("Clipper") by GXO Logistics, Inc ("GXO") Completion of Recommended Cash and Share

Term Loan Credit Agreement, dated as of May 25, 2022, by and among the Company, the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on May 26, 2022).

Exhibit 10.1 STRICTLY CONFIDENTIAL Execution Version 5-YEAR TERM LOAN CREDIT AGREEMENT DATED AS OF MAY 25, 2022 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BARCLAYS BANK PLC as Administrative Agent BARCLAYS BANK PLC, BANK OF AMERICA, N.A., REGIONS BANK and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A.,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File N

GXO LOGISTICS, INC. Offers to Exchange New Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Corresponding Outstanding Old Notes Set Forth Opposite Below

TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-264901? GXO LOGISTICS, INC. Offers to Exchange New Notes Set Forth Below Registered Under the Securities Act of 1933, as amended for Any and All Corresponding Outstanding Old Notes Set Forth Opposite Below ? New Notes ? ? Old Notes ? ? $400,000,000 1.650% Notes due 2026 ? ? $400,000,000 1.650% Notes due 2026 ? ?

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 24, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-2

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831 May 23, 2022 United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown RE: GXO Logistics, Inc. Registration Statement on Form S-4 File No. 333-264901 Request for Acceleration Dear Ms. Brown: Reference is made

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831 May 20, 2022 United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown RE: GXO Logistics, Inc. Registration Statement on Form S-4 File No. 333-264901 Withdrawal of Request for Acceleration Dear Ms. Brown: Ref

As filed with the Securities and Exchange Commission on May 20, 2022

? As filed with the Securities and Exchange Commission on May 20, 2022 Registration No.

Recommended Cash and Share Offer Clipper Logistics plc ("Clipper") GXO Logistics, Inc ("GXO") Scheme sanctioned by Court

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 20 MAY 2022 Recommended Cash and Share Offer for Clipper Logistics plc ("Clipper") by GXO Logistics, Inc ("GXO") Scheme sanctioned by Court

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 20, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File N

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831

GXO LOGISTICS, INC. Two American Lane Greenwich, Connecticut 06831 May 19, 2022 United States Securities and Exchange Commission Division of Corporation Finance, Office of Energy & Transportation 100 F. Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown RE: GXO Logistics, Inc. Registration Statement on Form S-4 File No. 333-264901 Request for Acceleration Dear Ms. Brown: Reference is made

Recommended Cash and Share Offer Clipper Logistics plc ("Clipper") GXO Logistics, Inc ("GXO") Waiver of the UK Competition and Markets Authority Condition

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 18 May 2022 Recommended Cash and Share Offer for Clipper Logistics plc ("Clipper") by GXO Logistics, Inc ("GXO") Waiver of the UK Competiti

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 18, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File N

[Letterhead of GXO Logistics, Inc.]

[Letterhead of GXO Logistics, Inc.] May 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: GXO Logistics, Inc. Registration Statement on Form S-4 Filed on May 12, 2022 Ladies and Gentlemen: Reference is made to the above-referenced Registration Statement on Form S-4 (the ?Registration Statement?), filed with the

Statement of Eligibility of Computershare Trust Company, N.A., as Trustee with respect to the Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [] Computershare Trust Company, National Association (Exact name of trustee as specified in its charter)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Issuer: GXO Logistics, Inc.

As filed with the Securities and Exchange Commission on May 12, 2022

S-4 1 tm2213978-1s4.htm S-4 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 12, 2022 Registration No. 333-         UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GXO Logistics, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of in

Form of Letter of Transmittal.

? ?Exhibit 99.1? GXO LOGISTICS, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE $400,000,000 PRINCIPAL AMOUNT OF ITS 1.650% NOTES DUE 2026, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN EQUAL PRINCIPAL AMOUNT OF 1.650% NOTES DUE 2026 $400,000,000 PRINCIPAL AMOUNT OF ITS 2.650% NOTES DUE 2031, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITI

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File Nu

Recommended Cash and Share Offer Clipper Logistics plc ("Clipper") GXO Logistics, Inc ("GXO") Updated Acquisition Timetable

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 9 May 2022 Recommended Cash and Share Offer for Clipper Logistics plc ("Clipper") by GXO Logistics, Inc ("GXO") Updated Acquisition Timetab

Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on May 5, 2022).

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Restricted Stock Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] restricted stock units (this “Award”) that are s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ 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 Logis

Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on May 5, 2022).

PERFORMANCE SHARE UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN This Performance Share Unit Agreement (this “Award Agreement”), dated as of [DATE], (the “Grant Date”), between GXO LOGISTICS, INC., a Delaware corporation (the “Company”), and [NAME] sets forth the terms and conditions of an award of [NUMBER] performance share units (this “Award”) that ar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

©2022 GXO Logistics, Inc. GXO Logistics First Quarter 2022 Results May 4, 2022 2©2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of

?2022 GXO Logistics, Inc. GXO Logistics First Quarter 2022 Results May 4, 2022 2?2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (?SEC?), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are set forth in the financi

GXO Logistics Reports First Quarter 2022 Results

Exhibit 99.1 GXO Logistics Reports First Quarter 2022 Results Highlights ?First quarter revenue of $2.1 billion, up 14% year-over-year; including organic revenue growth1 of 19%; net income attributable to GXO of $37 million; and adjusted EBITDA1 of $155 million; 167% growth in diluted EPS and 59% growth in adjusted diluted EPS1 ?GXO raises full-year 2022 guidance and introduces adjusted diluted EP

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 4, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number) 86-20

GXO Logistics, Inc.

GXO Logistics, Inc. Two American Lane Greenwich, Connecticut 06831 VIA EDGAR April 28, 2022 Gus Rodriguez Accounting Branch Chief Division of Corporation Finance Office of Energy and Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: GXO Logistics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 17, 2022 Item 2.02 Form 8-K f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by R

GXO / GXO Logistics, Inc. / Jacobs Private Equity, LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GXO LOGISTICS, INC. (Name of Issuer) COMMON STOCK, Par Value $0.01 Per Share (Title of Class of Securities) 36262G 101 (CUSIP Number) Jacobs Private Equity, LLC Bradley S. Jacobs 350 Round Hill Road Greenwich, Connecticut 06831 Telephone: (203) 413-4000

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 11, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

Recommended Offer Clipper Logistics plc ("Clipper") GXO Logistics, Inc. ("GXO") Results of Court Meeting and General Meeting and statement regarding a minor amendment to the Scheme Document

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 11 April 2022 Recommended Offer for Clipper Logistics plc ("Clipper") by GXO Logistics, Inc. ("GXO") Results of Court Meeting and General Me

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Term Loan Credit Agreement, dated as of March 22, 2022, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 23, 2022).

Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 22, 2022 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BARCLAYS BANK PLC as Administrative Agent BARCLAYS BANK PLC, CITIBANK, N.A. and CR?DIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arrangers and Joint Bookrunners CITIBANK, N.A. as Syndication Agent CR?DIT AGRIC

Recommended cash and share offer for Clipper Logistics plc GXO Logistics, Inc. to be effected by means of a scheme of arrangement of Clipper Logistics PLC under Part 26 of the Companies Act 2006

Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART TWO (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006 AND DETAILS OF A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING ON THE OFFICIAL LIST AND OF ADMISSION TO TRADING OF CLIPPER SHARES ON T

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission File

Bridge Term Loan Credit Agreement, dated as of February 28, 2022, by and among GXO Logistics, Inc., the lenders and other parties from time to time thereto, Barclays Bank plc, as Administrative Agent, Barclays Bank plc and Citibank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Citibank, N.A., as Syndication Agent, and certain financial institutions to be appointed, as Co-Documentation Agents (incorporated by reference to Exhibit 10.02 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 1, 2022).

Exhibit 10.02 STRICTLY CONFIDENTIAL EXECUTION VERSION BRIDGE TERM LOAN CREDIT AGREEMENT DATED AS OF FEBRUARY 28, 2022 AMONG GXO LOGISTICS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and BARCLAYS BANK PLC as Administrative Agent BARCLAYS BANK PLC and CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners CITIBANK, N.A. as Syndication Agent CERTAIN FINANCIAL INSTITUT

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission F

Recommended cash and share acquisition of Clipper Logistics PLC by GXO Logistics, Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 1, 2022).

Exhibit 2.1 OFFER FOR CLIPPER LOGISTICS PLC NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 28 February 2022 RECOMMENDED CASH AND SHARE ACQUISITION of CLIPPER LOGISTICS PLC by GXO LOGISTICS, INC SUMM

Cooperation Agreement between GXO Logistics, Inc. and Clipper Logistics PLC (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 1, 2022).

Exhibit 2.2 EXECUTION VERSION February 2022 GXO LOGISTICS, INC. CLIPPER LOGISTICS PLC COOPERATION AGREEMENT 100 Bishopsgate London EC2P 2SR Contents Clause Page 1. Definitions and interpretation 2 2. Publication of the Announcement and the terms of the Acquisition 9 3. Regulatory clearances 9 4. Scheme Document 13 5. Implementation of the Acquisition and Conduct of Business 13 6. New GXO Shares an

Form of Deed of Irrevocable Undertaking (incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on March 1, 2022).

Exhibit 10.01 Execution Version IRREVOCABLE UNDERTAKING To: GXO Logistics, Inc. (GXO) Two American Lane Greenwich CT 06831 United States February 2022 Dear Sir/Madam Acquisition of Clipper Logistics plc (Clipper) I understand that GXO, or a wholly owned subsidiary of GXO, intends to acquire all the issued and to be issued ordinary share capital of Clipper pursuant to the Scheme or the Offer (in ea

Statement Regarding Possible Offer for Clipper Logistics plc February 20, 2022 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF T

Statement Regarding Possible Offer for Clipper Logistics plc February 20, 2022 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 20, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40470 (Commission File Number)

Description of Securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 17, 2022).

EX-4.5 2 descriptionofsecurities.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF GXO’S SECURITIES The following briefly summarizes the material terms of our capital stock contained in our amended and restated certificate of incorporation and amended and restated bylaws. These summaries do not describe every aspect of these securities and documents and are subject to all the provisions of our amended and res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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, 2021 OR ? 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,

Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 17, 2022).

Exhibit 21.1 Subsidiaries of GXO Logistics, Inc. Entity Location of Incorporation GXO Logistics, Inc. Delaware GXO Enterprise Services LLC Delaware GXO Logistics UK Limited Scotland GXO Logistics Europe SAS France GXO Logistics International SAS France GXO Logistics Services UK Limited United Kingdom XPO Supply Chain Netherlands BV Netherlands XPO Supply Chain Netherlands III BV Netherlands GXO Lo

GXO Logistics Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 GXO Logistics Reports Fourth Quarter and Full Year 2021 Results Financial Highlights ?Fourth quarter revenue of $2.3 billion, up 28%; including organic revenue growth1 of 19%; net income attributable to common shareholders of $56 million; and adjusted EBITDA1 of $167 million ?Full year revenue of $7.9 billion, up 28%; including organic revenue growth1 of 15%; net income attributable t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40470 (Commiss

©2022 GXO Logistics, Inc. GXO Logistics Fourth Quarter and Full Year 2021 Results February 15, 2022 2 ©2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (“SEC”), we prov

?2022 GXO Logistics, Inc. GXO Logistics Fourth Quarter and Full Year 2021 Results February 15, 2022 2 ?2022 GXO Logistics, Inc. Disclaimer Non-GAAP Financial Measures As required by the rules of the Securities and Exchange Commission (?SEC?), we provide reconciliations of the non-GAAP financial measures contained in this presentation to the most directly comparable measure under GAAP, which are se

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 15, 2022 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40470 (Commiss

GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GXO LOGISTICS, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 36262G101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

GXO / GXO Logistics, Inc. / Jacobs Private Equity, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GXO LOGISTICS, INC. (Name of Issuer) COMMON STOCK, Par Value $0.01 Per Share (Title of Class of Securities) 36262G 101 (CUSIP Number) Jacobs Private Equity, LLC Bradley S. Jacobs 350 Round Hill Road Greenwich, Connecticut 06831 Telephone: (203) 413-4000 (

GXO / GXO Logistics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: GXO Logistics Inc. Title of Class of Securities: Common Stock CUSIP Number: 36262G101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 GXO LOGISTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40470 86-2098312 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? 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 L

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on November 2, 2021).

RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GXO LOGISTICS, INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , 20 (the ?Grant Date?), between GXO LOGISTICS, INC., a Delaware corporation (the ?Company?), and . This Restricted Stock Unit Award Agreement (this ?Award Agreement?) sets forth the terms and conditions of an award of restricted stock units (this ?Award?) that are subject to t