4 unchanged sentences
The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time.
−Removed: The following table presents our repurchase activity on a cash basis during the first quarter of 2025:
+Added: The following table presents our repurchase activity on a cash basis during the second quarter of 2025:
Period Total Number of Shares Purchased (1)
1 unchanged sentence
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2)(3)
−Removed: January 1 - January 31 — $ — — $ —
−Removed: February 1 - February 28 481,658 $ 40.24 481,658 $ 480,617,226
−Removed: March 1 - March 31 2,284,053 $ 39.53 2,284,053 $ 390,318,516
+Added: April 1 - April 30 2,590,755 $ 34.86 2,590,755 $ 300,000,016
+Added: May 1 - May 31 — $ — — $ 300,000,016
+Added: June 1 - June 30 — $ — — $ 300,000,016
Total 2,590,755 $ 34.86 2,590,755
(1) All transactions are reported on a trade date basis.
−Removed: (2) The average price paid per share and the approximate dollar value of shares that may yet be purchased under the Repurchase Plan exclude the costs associated with the repurchases and 1% excise tax imposed by the U.S.
−Removed: government-enacted Inflation Reduction Act of 2022 on share repurchases in excess of issuances.
+Added: (2) The average price paid per share and the approximate dollar value of shares that may yet be purchased under the Repurchase Plan exclude the costs associated with the repurchases and 1% excise tax imposed by the United States government-enacted Inflation Reduction Act of 2022 on share repurchases in excess of issuances.
We reflect the costs associated with the repurchase and the 1% excise tax within equity as part of the repurchase cost of the common stock.
3 unchanged sentences
Number Description
−Removed: 10.1+ Settlement Agreement, dated as of February 17, 2025, by and between GXO Logistics UK Limited and Malcolm Wilson (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K (Commission file no.
−Removed: 001-40470) filed with the SEC on February 18, 2025).
−Removed: 10.2*+ Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).
−Removed: 10.3*+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).
−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 March 31, 2025.
−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 March 31, 2025.
−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 March 3 1 , 202 5 .
−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 March 3 1 , 202 5 .
+Added: 10.1+ Offer Letter, dated June 19, 2025, between Patrick Kelleher and GXO Logistics, Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on June 20, 2025).
+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 June 3 0 , 2025.
+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 June 3 0 , 2025.
+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 June 3 0 , 2025.
+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 June 3 0 , 2025.
101.INS* Inline XBRL Instance Document.
10 unchanged sentences
GXO Logistics, Inc.
+Added: August 6, 2025
/s/ Malcolm Wilson
2 unchanged sentences
(Principal Executive Officer)
+Added: August 6, 2025
/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.