Item 5. Other Information
ITEM 5. OTHER INFORMATION
Compensatory Arrangement of the Chief Financial Officer of the Company
As previously disclosed on August 5, 2025 (the “Prior Disclosure”), the Company announced that the Company and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer (“CFO”) of the Company in March 2026. Mr. Oran will continue to serve as CFO until his departure or until such earlier date as his successor is appointed.
As contemplated in the Prior Disclosure, Mr. Oran has entered into a separation agreement with the Company that includes a general release of claims in favor of the Company, and provides the following: (a) Mr. Oran will receive (i) all severance payments due to him in connection with a termination without cause under the Company’s Severance Plan, and (ii) certain outplacement services; and (b) Mr. Oran’s outstanding Company service-based restricted stock units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting through the termination date in accordance with their existing terms.
The foregoing summary of Mr. Oran’s separation agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr. Oran’s separation agreement, a copy of which is filed as Exhibit 10.2 to this Form 10-Q and is incorporated herein by reference.
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ITEM 6. EXHIBITS
Exhibit
Number Description
10.1*+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).
10.2*+ Settlement Agreement, dated as of November 4, 2025, by and between GXO Logistics, Inc. and Baris Oran.
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 Septem ber 30, 2025.
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, 2025.
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, 2025.
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, 2025.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase.
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
+ This exhibit is a management contract or compensatory plan or arrangement.
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SIGNATURES
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.
Date: November 6, 2025
By: /s/ Patrick Kelleher
Patrick Kelleher
(Chief Executive Officer)
(Principal Executive Officer)
Date: November 6, 2025
By: /s/ Baris Oran
Baris Oran
(Chief Financial Officer)
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.