−Removed: There are no material changes to the risk factors as previously disclosed in “Risk Factors” contained in Part I, Item 1A of our Form 10-K for the year ended December 31, 2023.
+Added: There are no material changes to the risk factors as previously disclosed in “Risk Factors” contained in Part I, Item 1A of our Form 10-K for the year ended December 31, 2023, except as set forth below.
+Added: Risks Related to the Wincanton Acquisition
+Added: On February 29, 2024, the Company and the board of directors of Wincanton plc (“Wincanton”) reached an agreement on the terms of a cash offer by the Company for Wincanton.
+Added: On April 10, 2024, the Wincanton shareholders approved the Wincanton Acquisition and, on April 29, 2024, the Company completed the Wincanton Acquisition.
+Added: The Wincanton Acquisition was notified to the Competition and Markets Authority in the United Kingdom (the “CMA”) which initiated its formal review of the transaction on September 9, 2024.
+Added: Since completion of the transaction, Wincanton has been held separate from the Company pursuant to the terms of a customary initial enforcement order imposed by the CMA while it carries out its review.
+Added: On November 1, 2024, the CMA announced that it intends to refer the Wincanton Acquisition for an in-depth Phase 2 investigation unless acceptable undertakings are agreed between the Company and the CMA by November 15, 2024.
+Added: The Company is reviewing the decision and will continue to engage constructively and collaboratively with the CMA.
+Added: As a result, the possible timing and likelihood of the CMA’s investigation is uncertain, and the CMA may require, in connection with granting its approval of the transaction, divestitures or ongoing restrictions on the operation of the combined business, each of which could have a material impact on the anticipated strategic benefits and synergies from the combination.
+Added: Any delay in the receipt of regulatory approval from the CMA for the Wincanton Acquisition will result in greater transaction costs and professional fees.
+Added: The success of the Wincanton Acquisition will depend, in significant part, on our ability to successfully integrate Wincanton and its subsidiaries, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination.
+Added: If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Wincanton Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.
Number Description
−Removed: 3.1 The Amendment to the Amended and Restated Certificate of Incorporation of GXO Logistics, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (Commission file no.
−Removed: 001-40470) filed with the SEC on May 23, 2024).
−Removed: 4.1 Second Supplemental Indenture, dated as of May 6, 2024, among GXO Logistics, Inc.
−Removed: and Computershare Trust Company, N.A.
−Removed: (as successor to Wells Fargo Bank, National Association), as Trustee (including the forms of the notes)(incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (Commission file no.
−Removed: 001-40470) filed with the SEC on May 6, 2024).
−Removed: 10.1*+ Offer Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024.
−Removed: 10.2*+ Service Agreement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of February 23, 2024.
−Removed: 10.3*+ Pension Top Up Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of April 10, 2024.
−Removed: 10.4*+ Agreement and Promise of Reimbursement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024.
−Removed: 31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 , 2024.
−Removed: 31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 3 0 , 2024.
−Removed: 32.1** Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 3 0 , 2024.
−Removed: 32.2** Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 3 0 , 2024.
+Added: 31.1* Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.
+Added: 31.2* Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.
+Added: 32.1** Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.
+Added: 32.2** Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.
101.INS* Inline XBRL Instance Document.
7 unchanged sentences
** Furnished herewith.
−Removed: + This exhibit is a management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GXO Logistics, Inc.
−Removed: August 6, 2024
+Added: November 5, 2024
/s/ Malcolm Wilson
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 6, 2024
+Added: November 5, 2024
/s/ Baris Oran
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.