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| LEI | 5493007CNWMXN78JRN66 |
| CIK | 1852244 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GXO Logistics, Inc.
SEC Filings (Chronological Order)
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| May 22, 2026 |
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, 2026 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 |
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| May 13, 2026 |
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 Filed by the Registrant ☑ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑ Definitive Additional Materials ☐ Soli |
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| May 6, 2026 |
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### performan |
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| May 6, 2026 |
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### restricted stoc |
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| May 6, 2026 |
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, 2026 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 |
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| May 5, 2026 |
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 5, 2026 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 |
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| May 5, 2026 |
gxofirstquarter2026resul First quarter 2026 results May 5, 2026 © GXO Logistics, Inc. |
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| May 5, 2026 |
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 5, 2026 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 |
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| May 5, 2026 |
GXO Reports First Quarter 2026 Results Exhibit 99.1 GXO Reports First Quarter 2026 Results •Revenue of $3.3 billion, up 10.8% year over year, with organic revenue growth of 4.1% •$227 million of new business wins across key verticals, with approximately 40% in strategic growth sectors — aerospace & defense, technology, industrial and life sciences •Record sales pipeline of $2.7 billion •Raises full-year 2026 guidance for adjusted EBITD |
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| April 24, 2026 |
2025 ANNUAL REPORT Notice of 2026 Annual Meeting Proxy StatementGXO Logistics, Inc. |
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| April 22, 2026 |
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 |
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| March 6, 2026 |
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 2, 2026 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 |
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| March 6, 2026 |
GXO Appoints Mark Suchinski as Chief Financial Officer Exhibit 99.1 GXO Appoints Mark Suchinski as Chief Financial Officer GREENWICH, Conn., March 6, 2026 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the appointment of Mark Suchinski as Chief Financial Officer, effective April 1, 2026. Suchinski is a seasoned financial leader with more than three decades in finance, operations and supply |
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| March 6, 2026 |
Exhibit 10.1 March 2, 2026 Via Email Mark Suchinski Dear Mark, On behalf of the GXO Logistics leadership team, I’m happy to offer you the position of Chief Financial Officer with an anticipated start date of April 1, 2026. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you will report directly to Patrick Kelleher and will be based in Gre |
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| February 25, 2026 |
gxo-lettertobartbeeksrea Two American Lane Greenwich, CT 06831 USA GXO - Confidential Private and Confidential January 29, 2026 Bart Beeks Aaltostraat 1 3822 EB Amersfoort Re: GXO Logistics, Inc. |
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| February 25, 2026 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities GXO Logistics Capital B.V. (“GXO Capital”) is a wholly-owned, indirect consolidated subsidiary of GXO Logistics, Inc. (“GXO”) and, as of December 31, 2025, the issuer of certain registered debt securities which are guaranteed by GXO. As of December 31, 2025, the registered debt securities were as follows: €500 million 3.750% n |
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| February 25, 2026 |
gxo-rcxsettlementagreeme STRICTLY PRIVATE AND CONFIDENTIAL Dated: 2026 GXO LOGISTICS UK LIMITED and RICHARD CAWSTON SETTLEMENT AGREEMENT WITHOUT PREJUDICE AND SUBJECT TO CONTRACT THIS AGREEMENT is made on 2026 BETWEEN: (1) GXO LOGISTICS UK LIMITED, formerly known as XPO Supply Chain UK Limited, whose registered office is at Building 19 Haymarket Square, Edinburgh, Scotland, EH3 8RY (the Employer ); and (2) RICHARD CAWSTON of 4 Collinridge View, Walesby, Newark, NG22 9QJ (the Employee ). |
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| February 25, 2026 |
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 Spain SL Spain GXO Logistics Holdings BV Netherlands GXO Logistics Capital BV Netherlands GXO Logistics Holdings UK Unlimited United Kingdom GXO Log |
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| February 25, 2026 |
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, 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 Logistics, |
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| February 25, 2026 |
gxo-insidertradingpolicy GXO LOGISTICS, INC. INSIDER TRADING POLICY Effective as of March 18, 2025 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 materia |
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| February 25, 2026 |
GXO Logistics, Inc. Amended and Restated Clawback Policy (Adopted as of November 21, 2023) 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 of, or pro |
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| February 25, 2026 |
executiveofferletterkare Page 1 of 4 GXO - Confidential January 15, 2026 Via Email Karen Bomber Dear Karen, On behalf of the GXO Logistics leadership team, I’m happy to offer you the position of Chief Commercial Officer with an anticipated start date of January 26, 2026. |
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| February 25, 2026 |
employmentcontract-bbeek Page 1 of 9 GXO - Confidential EMPLOYMENT CONTRACT THE UNDERSIGNED: 1. |
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| February 10, 2026 |
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 10, 2026 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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| February 10, 2026 |
GXO Reports Fourth Quarter and Full Year 2025 Results Exhibit 99.1 GXO Reports Fourth Quarter and Full Year 2025 Results •Record revenue for both fourth quarter and full year 2025 •Over $1 billion in new business wins for third consecutive year; Incremental 2026 new business revenue of $774 million, up 20% year-over-year1 •Strengthened leadership across Americas & Asia Pacific, Commercial and Operations •Wincanton integration underway; Synergy realiz |
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| February 10, 2026 |
gxofourthquarterandfully Fourth quarter and full year 2025 results February 10, 2026 © GXO Logistics, Inc. |
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| February 10, 2026 |
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 10, 2026 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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| January 29, 2026 |
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 23, 2026 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 |
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| January 29, 2026 |
Exhibit 10.1 January 29, 2026 Via Email Laura Bracken Dear Laura, On behalf of the GXO Logistics leadership team, I’m happy to offer you the position of Interim Chief Accounting Officer, with an anticipated start date of April 1, 2026. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you will report directly to Baris Oran and will be based |
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| December 15, 2025 |
Exhibit 99.1 GXO Announces Brad Jacobs Will Step Down as Non-Executive Chairman Seasoned Executive Patrick Byrne to Become Non-Executive Chairman GREENWICH, Conn. — December 15, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced that Brad Jacobs will step down as Non-Executive Chairman of the Board, effective December 31, 2025. Patric |
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| December 15, 2025 |
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): December 11, 2025 GXO LOGISTICS, INC. |
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| December 12, 2025 |
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 11, 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) |
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| December 12, 2025 |
pressreleasedateddecembe GXO Appoints Bart Beeks as Chief Operating Officer Newly created role responsible for driving global operational excellence GREENWICH, Conn. |
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| November 28, 2025 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com November 28, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the 3.750% Notes due 2030 of GXO LOGISTICS CAP |
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| November 24, 2025 |
Exhibit 4.2 EXECUTION VERSION GXO LOGISTICS CAPITAL B.V., as the Company, GXO LOGISTICS, INC., as the Guarantor and COMPUTERSHARE TRUST COMPANY, N.A. , as Trustee €500,000,000 3.750% Notes due 2030 First Supplemental Indenture Dated as of November 24, 2025 to Indenture dated as of November 24, 2025 TABLE OF CONTENTS Page ARTICLE I Definitions and Other Provisions of General Application 2 Section 1 |
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| November 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GXO LOGISTICS, INC. (Exact name of Registrant as specified in its charter) Delaware 86-2098312 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) |
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| November 24, 2025 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 24, 2025, 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 otherw |
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| November 24, 2025 |
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): November 18, 2025 GXO LOGISTICS, INC. |
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| November 24, 2025 |
Exhibit 4.1 EXECUTION VERSION GXO LOGISTICS CAPITAL B.V., as the Company and GXO LOGISTICS, INC., as the Guarantor DEBT SECURITIES INDENTURE Dated as of November 24, 2025 COMPUTERSHARE TRUST COMPANY, N.A., as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 1 |
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| November 24, 2025 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO 5-YEAR TERM LOAN CREDIT AGREEMENT (this “Amendment”), dated as of November 24, 2025, 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 5-YEAR TERM LOAN CREDIT AGREEMENT ( |
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| November 24, 2025 |
Exhibit 4.4 EXECUTION VERSION THIRD SUPPLEMENTAL INDENTURE The Third Supplemental Indenture, dated as of November 24, 2025 (this “Third Supplemental Indenture”), to the Indenture dated as of July 2, 2021 (the “Base Indenture” and, as amended, modified or supplemented from time to time, including by this Third Supplemental Indenture, the “Indenture”; any capitalized terms used but not defined herei |
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| November 24, 2025 |
Exhibit 1.1 Execution Version GXO Logistics Capital B.V. (a Dutch private company with limited liability) €500,000,000 3.750% Senior Notes due 2030 UNDERWRITING AGREEMENT November 18, 2025 Barclays Bank PLC Deutsche Bank Aktiengesellschaft Goldman Sachs & Co. LLC BNP PARIBAS BofA Securities Europe SA Crédit Agricole Corporate and Investment Bank Morgan Stanley & Co. International plc RBC Europe Li |
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| November 20, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-281757 333-281757-01 PROSPECTUS SUPPLEMENT (To prospectus dated November 13, 2025) GXO Logistics Capital B.V. (incorporated as a private company with limited liability in the Netherlands with its statutory seat in Amsterdam, the Netherlands) €500,000,000 €500,000,000 3.750% NOTES DUE 2030 Fully and Unconditionally Guarantee |
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| November 20, 2025 |
Calculation of Filing Fee Tables S-3 GXO Logistics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable 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 |
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| November 18, 2025 |
gxo lOGISTICS cAPITAL b.v. FINAL TERM SHEET November 18, 2025 Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement File No. |
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| November 18, 2025 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 18, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| November 13, 2025 |
As filed with the Securities and Exchange Commission on November 13, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2025 Registration No. |
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| November 13, 2025 |
Exhibit 25.2 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) |
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| November 13, 2025 |
Exhibit 4.2 GXO LOGISTICS CAPITAL B.V., as the Company and GXO LOGISTICS, INC., as the Guarantor DEBT SECURITIES INDENTURE Dated as of [ ] COMPUTERSHARE TRUST COMPANY, N.A., as Trustee CROSS-REFERENCE TABLE This Cross-Reference Table is not a part of the Indenture TIA Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (b) 7.08; 7.10; 11.02 311(a) 7.11 (b) 7.11 312 |
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| November 13, 2025 |
Subsidiary Issuer of Guaranteed Debt Securities Exhibit 22.1 Subsidiary Issuer of Guaranteed Debt Securities The following subsidiary of GXO Logistics, Inc. may issue debt securities guaranteed by GXO Logistics, Inc. under an indenture, a form of which is attached hereto as Exhibit 4.2, among GXO Logistics Capital B.V., as issuer, GXO Logistics, Inc., as guarantor and Computershare Trust Company, N.A., as trustee: GXO Logistics Capital B.V. |
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| November 13, 2025 |
Calculation of Filing Fee Tables S-3 GXO Logistics, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable 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 |
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| November 13, 2025 |
INCORPORATION GXO LOGISTICS CAPITAL B.V. Exhibit 3.4 Baker & McKenzie Amsterdam N.V. Attorneys at law, Tax advisors and Civil-law notaries P.O. Box 2720 1000 CS Amsterdam The Netherlands 20250460/01/SAK2/RAS4 Tel: +31 20 551 7555 www.bakermckenzie.nl INCORPORATION GXO LOGISTICS CAPITAL B.V. On this day, the fifteenth day of October two thousand and twenty-five, appeared before me, Kim Francis Tan, civil-law notary in Amsterdam, the Nethe |
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| November 13, 2025 |
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) |
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| November 6, 2025 |
gxo-separationagreementx |
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| November 6, 2025 |
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, 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 L |
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| November 6, 2025 |
FORM OF 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 a target award of ###TOTALAWARD |
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| November 4, 2025 |
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, 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) |
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| November 4, 2025 |
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, 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) |
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| November 4, 2025 |
gxothirdquarter2025resul Third quarter 2025 results November 4, 2025 © GXO Logistics, Inc. |
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| November 4, 2025 |
GXO Reports Third Quarter 2025 Results Exhibit 99.1 GXO Reports Third Quarter 2025 Results •Record quarterly revenue of $3.4 billion, up 8% year over year, with organic revenue growth of 4% •Signed new business wins of $280 million, up 24% year over year •Generated $232 million of operating cash flow and free cash flow of $187 million •Reaffirmed full-year 2025 guidance GREENWICH, Conn. — November 4, 2025 — GXO Logistics, Inc. (NYSE: G |
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| October 29, 2025 |
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 24, 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) |
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| October 29, 2025 |
GXO Announces Organizational Changes to Accelerate Growth Appoints new leader of Americas & Asia Pacific; Simplifies management structure; Strengthens Execution GREENWICH, Conn. |
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| August 6, 2025 |
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 |
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| August 5, 2025 |
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: |
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| August 5, 2025 |
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 |
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| August 5, 2025 |
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. |
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| August 5, 2025 |
gxosecondquarter2025resu Second quarter 2025 results August 5, 2025 © GXO Logistics, Inc. |
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| August 5, 2025 |
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 |
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| July 31, 2025 |
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- |
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| July 31, 2025 |
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 |
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| June 20, 2025 |
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 |
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| June 20, 2025 |
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. |
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| June 20, 2025 |
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 |
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| June 20, 2025 |
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 |
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| June 20, 2025 |
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, |
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| May 29, 2025 |
144 0001875551 XXXXXXXX LIVE 0001852244 GXO Logistics, Inc. 001-40470 TWO AMERICAN LANE GREENWICH CT 06831 203-489-1287 Gross Joli L. Director common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 7300 300617.73 114418990 05/15/2025 NYSE common 01/03/2022 RSU vesting GXO N 1073 01/03/2022 wire common 01/03/2023 RSU vesting GXO N 2120 01/03 |
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| May 16, 2025 |
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 12380 520559.19 114418990 05/16/2025 NYSE Common 05/13/2025 Restricted stock vesting under a registered plan Issuer N 3617 05/13/2025 Cash Common 0 |
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| May 15, 2025 |
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 |
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| May 8, 2025 |
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 |
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| May 8, 2025 |
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 |
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| May 8, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| May 7, 2025 |
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 |
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| April 21, 2025 |
GXO Logistics, Inc. (NYSE: GXO), together with its subsidiaries (“GXO,” the “Company,” “our” or “we”) is the largest pure- play contract logistics provider in the world and a foremost innovator in an industry propelled by strong secular tailwinds. We provide our customers with high-value-add warehousing and distribution, order fulfillment, ecommerce, reverse logistics and other supply chain servic |
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| April 17, 2025 |
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 |
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| March 31, 2025 |
March 31, 2025 Baris Oran Chief Financial Officer GXO Logistics, Inc. Two American Lane Greenwich, Connecticut 06831 Re: GXO Logistics, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed February 18, 2025 File No. 001-40470 Dear Baris Oran: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of t |
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| March 18, 2025 |
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. |
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| March 6, 2025 |
March 5, 2025 Baris Oran Chief Financial Officer GXO Logistics, Inc. Two American Lane Greenwich, Connecticut 06831 Re: GXO Logistics, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed February 18, 2025 File No. 001-40470 Dear Baris Oran: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested in |
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| February 19, 2025 |
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 |
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| February 18, 2025 |
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. |
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| February 18, 2025 |
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. |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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. |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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 |
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| February 18, 2025 |
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, |
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| February 14, 2025 |
GXO / GXO Logistics, Inc. / ORBIS INVESTMENT MANAGEMENT LTD Passive Investment SCHEDULE 13G/A 0001085146-22-001009 0000940594 XXXXXXXX LIVE 5 Common Stock, $0.01 Par Value 12/31/2024 0001852244 GXO Logistics, Inc. 36262G101 TWO AMERICAN LANE GREENWICH CT 06831 Rule 13d-1(b) ORBIS INVESTMENT MANAGEMENT LTD b D0 12385608 0 12385608 0 12385608 N 10.4 FI Allan Gray Australia Pty Ltd b C3 3311 0 3311 0 3311 N 0 FI Orbis Investment Management (U.S.), L.P. b DE 265900 0 265900 0 26 |
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| February 12, 2025 |
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 |
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| February 12, 2025 |
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) |
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| February 12, 2025 |
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) |
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| February 12, 2025 |
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 |
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| December 4, 2024 |
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 |
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| December 4, 2024 |
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 |
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| November 14, 2024 |
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 |
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| November 5, 2024 |
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 |
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| November 4, 2024 |
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) |
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| November 4, 2024 |
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) |
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| November 4, 2024 |
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 |
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| November 4, 2024 |
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 |
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| November 1, 2024 |
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 |
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| August 23, 2024 |
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. |
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| August 23, 2024 |
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 |
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| August 23, 2024 |
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) |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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. |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 2024 |
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 |
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| August 6, 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. |
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| August 6, 2024 |
Dated: 23 February 2024 (1) GXO LOGISTICS FST LIMITED (2) CORINNA REFSGAARD Service Agreement 2 CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION . |
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| August 6, 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 |
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| May 23, 2024 |
CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GXO LOGISTICS, INC. |
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| May 23, 2024 |
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 |
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| May 8, 2024 |
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. |
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| May 8, 2024 |
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 |
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| May 8, 2024 |
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 |
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| May 7, 2024 |
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 |
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| May 7, 2024 |
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 |
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| May 7, 2024 |
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 |
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| May 7, 2024 |
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 |
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| May 6, 2024 |
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. |
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| May 6, 2024 |
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 |
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| May 1, 2024 |
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") |
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| May 1, 2024 |
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 |
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| April 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(2) (Form Type) GXO Logistics, Inc. |
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| April 29, 2024 |
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 |
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| April 29, 2024 |
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. |
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| April 29, 2024 |
$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 |
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| April 26, 2024 |
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 |
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| April 26, 2024 |
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 |
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| April 26, 2024 |
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 |
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| April 26, 2024 |
20 23 Annual Report Notice of 2024 Annual Meeting Proxy StatementGXO Logistics, Inc. |
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| April 25, 2024 |
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. |
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| April 25, 2024 |
GXO LOGISTICS, INC. FINAL TERM SHEET April 25, 2024 Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement File No. |
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| April 24, 2024 |
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 |
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| April 24, 2024 |
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 |
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| April 24, 2024 |
© 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 |
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| April 24, 2024 |
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 |
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| April 24, 2024 |
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 |
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| April 17, 2024 |
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 |
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| April 15, 2024 |
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 |
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| April 11, 2024 |
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 |
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| April 11, 2024 |
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 |
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| April 11, 2024 |
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 |
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| 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 |
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| April 1, 2024 |
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 |
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| 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 |
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| March 14, 2024 |
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 |
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| March 14, 2024 |
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 |
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| March 8, 2024 |
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 |
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| March 7, 2024 |
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 4737 236850.00 119262270 03/07/2024 NYSE Common 01/03/2024 Restricted stock vesting under a registered plan Issuer N 4737 01/03/2024 Not Applicable |
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| March 6, 2024 |
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 |
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| March 6, 2024 |
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 |
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| 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 |
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| February 29, 2024 |
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 |
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| 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 |
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| 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 |
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| February 29, 2024 |
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 |
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| 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 |
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| February 29, 2024 |
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 |
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| 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 |
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| February 15, 2024 |
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 |
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| February 15, 2024 |
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 |
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| 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 . |
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| February 15, 2024 |
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. |
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| February 15, 2024 |
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, |
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| February 14, 2024 |
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 |
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| February 13, 2024 |
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) |
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| February 13, 2024 |
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) |
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| February 13, 2024 |
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 |
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| February 13, 2024 |
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 |
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| February 13, 2024 |
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 |
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| January 25, 2024 |
GXO / GXO Logistics, Inc. / BlackRock Inc. Passive Investment SC 13G 1 us36262g1013012524.txt us36262g1013012524.txt 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 - (Title of Class of Securities) 36262G101 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| January 16, 2024 |
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 |
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| January 16, 2024 |
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 |
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| November 8, 2023 |
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 |
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| November 7, 2023 |
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) |
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| November 7, 2023 |
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 |
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| November 7, 2023 |
©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 |
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| November 7, 2023 |
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) |
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| October 27, 2023 |
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) |
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| October 23, 2023 |
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 |
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| October 23, 2023 |
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 |
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| October 13, 2023 |
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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| October 12, 2023 |
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 |
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| October 6, 2023 |
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 |
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| September 29, 2023 |
[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. |
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| September 29, 2023 |
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 |
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| September 22, 2023 |
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 |
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| September 22, 2023 |
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 |
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| September 22, 2023 |
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. |
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| September 21, 2023 |
* * * [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 |
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| September 21, 2023 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of PFSWEB, INC. |
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| September 21, 2023 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of PFSweb, Inc. |
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| September 21, 2023 |
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 |
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| September 21, 2023 |
Exhibit (a)(1)(C) Offer To Purchase For Cash All Outstanding Shares of Common Stock of PFSWEB, INC. |
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| September 21, 2023 |
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 |
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| September 21, 2023 |
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). |
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| September 21, 2023 |
Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of PFSWEB, INC. |
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| September 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) PFSWEB, INC. |
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| September 21, 2023 |
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) |
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| September 19, 2023 |
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 |
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| September 19, 2023 |
[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 |
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| September 14, 2023 |
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. |
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| September 14, 2023 |
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. |
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| September 14, 2023 |
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 |
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| September 14, 2023 |
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 |
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| September 14, 2023 |
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 |
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| September 14, 2023 |
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 |
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| September 14, 2023 |
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 |
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| August 3, 2023 |
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 |
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| August 2, 2023 |
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 |
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| August 2, 2023 |
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 |
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| August 2, 2023 |
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 |
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| August 2, 2023 |
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 |
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| May 25, 2023 |
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 |
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| May 12, 2023 |
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 |
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| May 10, 2023 |
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 |
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| May 9, 2023 |
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 |
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| May 9, 2023 |
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, |
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| May 9, 2023 |
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 |
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| May 9, 2023 |
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 |
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| April 28, 2023 |
GXO Logistics, Inc. (NYSE: GXO), together with its subsidiaries, (“GXO,” the “Company,” “our” or “we”) is the largest pure- play contract logistics provider in the world and a foremost innovator in an industry propelled by strong secular tailwinds. We provide our customers with high-value-add warehousing and distribution, order fulfillment, ecommerce, reverse logistics and other supply chain servi |
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| April 25, 2023 |
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 |
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| 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 |
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| March 10, 2023 |
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- |
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| February 16, 2023 |
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 |
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| February 16, 2023 |
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, |
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| February 15, 2023 |
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 |
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| February 15, 2023 |
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 |
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| February 14, 2023 |
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) |
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| February 14, 2023 |
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) |
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| February 14, 2023 |
©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 |
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| February 14, 2023 |
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 |
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| February 14, 2023 |
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 |
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| February 9, 2023 |
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 |
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| January 24, 2023 |
GXO / GXO Logistics, Inc. / BlackRock Inc. Passive Investment us36262g1013012423.txt 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 - (Title of Class of Securities) 36262G101 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
