What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-18 · 29 added, 27 removed, 132 unchanged (30% of the section changed)

8 unchanged sentences

GXO was incorporated as a Delaware corporation in February 2021.

On April 29, 2024, we completed the acquisition of Wincanton plc (“Wincanton”), a logistics company based in Chippenham, United Kingdom (the “Wincanton Acquisition”).

Wincanton is a logistics provider specializing in warehousing and transportation solutions in the U.K.

Wincanton services industries in grocery, retail and manufacturing, consumer goods, e-commerce, healthcare, defense, industrial, and energy.

The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K.

On November 14, 2024, the CMA referred the completed acquisition by GXO Logistics, Inc.

of Wincanton plc for an in-depth investigation (“Phase 2”) with a statutory deadline of April 30, 2025.

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note — 4 Acquisitions” to the Consolidated Financial Statements for additional information.

We design and operate the most advanced warehouse solutions in the world.

4 unchanged sentences

Our strategy addresses growth and optimization by focusing on core verticals that demonstrate enduring demand over time and where we already have a deep presence.

We expect to attract new customers and expand the services we provide to existing customers through new projects, thus earning more of their logistics spend.

We expect to attract new customers and expand the services we provide to existing customers through new projects;

thus earning more of their logistics spend.

We integrate best practices to drive productivity, with a focus on automation and other levers of profitable growth.

18 unchanged sentences

Importantly, automation also enhances safety and the overall quality of employment.

Our warehouse management system creates a synchronized environment across automation platforms to control these technologies holistically, providing an integrated solution.

Our warehouse management systems create a synchronized environment across automation platforms to control these technologies holistically, providing an integrated solution.

We have found that autonomous goods-to-person systems and cobots, which assist workers with the inventory picking process, can improve labor productivity.

14 unchanged sentences

The diversification of our customer base reduces concentration risk.

In 2024, our top five customers combined accounted for no more than 20% of our total revenue, and no customer represented more than 6%.

Our revenue is highly diversified due to our expertise across multiple verticals, reflecting our customers’ principal industry sectors.

In 2025, our top five customers combined accounted for approximately 20% of our total revenue, and no customer represented more than 6%.

Our revenue is highly diversified, reflecting our expertise across multiple verticals and our customers’ principal industry sectors.

In 2025, 49% of our revenue was from Omnichannel retail, 12% from Technology and consumer electronics, 12% from Industrial and manufacturing, 10% from Food and beverage, 10% from Consumer packaged goods, and 7% from other industries, with the vast majority of our revenue generated in the United Kingdom, the United States, the Netherlands, France, Spain and Italy.

5 unchanged sentences

Our competitors include local, regional, national and international companies that offer services similar to those we provide.

Our competitors include CEVA Logistics, DHL Group, DSV, GEODIS, ID Logistics Group, Kuehne + Nagel and Ryder Systems.

Our competitors include CEVA Logistics, DHL Group, DSV, GEODIS, ID Logistics Group, Kuehne + Nagel and Ryder System.

Due to the competitive nature of our marketplace, we strive daily to strengthen and expand existing business relationships and forge new relationships.

12 unchanged sentences

Throughout our business, GXO has identified GHG emissions and waste associated with operations as our greatest opportunities to reduce our environmental impact.

In 2021, we established environmental targets to track and prioritize our reduction of Scopes 1 and 2 GHG emissions and increase waste diversion rates globally.

In 2021, we established environmental

targets to track and prioritize our reduction of Scopes 1 and 2 GHG emissions and increase waste diversion rates globally.

Part of our environmental strategy focuses on improving the energy efficiency of our buildings.

9 unchanged sentences

The majority of our employees in Europe and the United Kingdom were covered by collective bargaining agreements, while none of our employees in North America were covered by collective bargaining agreements.

As of December 31, 2024, approximately 32% of our global workforce were women, and 68% of our full-time workforce in the U.S.

were ethnic minorities.

We have made and continue to make significant investments in the safety, well-being and satisfaction of our employees in numerous areas, including diversity, inclusion and belonging;

17 unchanged sentences

We tailor our recruitment efforts by geography and job function, using an array of channels to ensure a diverse candidate pool.

Our talent development infrastructure provides resources to employees who aspire to grow

throughout their careers, such as tailored skills development, training and mentoring.

In addition, we maintain a robust pipeline of future operations leaders by using structured sponsorships and additional learning techniques to develop internal candidates who demonstrate high potential to advance from supervisory roles into site leader positions.

Our talent development infrastructure provides resources to employees who aspire to grow throughout their careers, such as tailored skills development, training and mentoring.

Our programs also retain top talent by defining personalized development paths and attract new talent by differentiating GXO as an employer of choice.

8 unchanged sentences

Name Age Position

Malcolm Wilson 66 Chief Executive Officer

Patrick Kelleher 57 Chief Executive Officer

Baris Oran 52 Chief Financial Officer

1 unchanged sentence

Elizabeth Fogarty 56 Chief Communications Officer

Richard Cawston 51 Chief Revenue Officer

Corinna Refsgaard 58 Chief Human Resources Officer

Malcolm Wilson has served as Chief Executive Officer and a director since August 2021, after serving as Chief Executive Officer of XPO Logistics Europe since September 2017.

He joined XPO in 2015 through XPO’s acquisition of Norbert Dentressangle, where he led the logistics division and served on the executive board.

In December 2024, Mr.

Wilson announced his retirement as Chief Executive Officer (“CEO”) and director of the Company in 2025.

Bart Beeks 56 Chief Operating Officer

Karen Bomber 52 Chief Commercial Officer

Patrick Kelleher has served as Chief Executive Officer of the company since August 2025.

Prior to GXO, he served as CEO, North America at DHL Supply Chain, from July 2024 to August 2025.

Prior to this role, Mr.

Kelleher served as DHL Supply Chain’s global chief development officer from April 2017 to June 2024 and CEO, Americas at Williams Lea Tag, when it operated under DHL’s ownership, from July 2015 to April 2017.

Baris Oran has served as Chief Financial Officer since August 2021.

1 unchanged sentence

Oran served as Chief Financial Officer of Sabanci from 2016 to 2021, prior to which he held other senior finance roles at the company.

On August 4, 2025, GXO and Baris Oran mutually agreed that Mr.

Oran will depart from his employment as Chief Financial Officer of GXO in March 2026.

Oran will continue to serve as Chief Financial Officer until his departure or until such earlier date as his successor is appointed.

Karlis Kirsis has served as Chief Legal Officer since August 2021, after serving as Senior Vice President, European Chief Legal Officer, Corporate Secretary for XPO, a role he had held since February 2020.

3 unchanged sentences

Fogarty was employed by Citi as the Managing Director and Head of Global Consumer Banking Public Affairs from October 2013 to September 2021 and before that as the Director of Corporate Communications and Vice President of Global Public Affairs.

Richard Cawston has served as Chief Revenue Officer and President of Europe since December 2023, after serving as President of Europe for GXO since August 2021 and President of XPO Logistics Europe – Supply Chain since September 2017.

He joined XPO in 2015 through XPO’s acquisition of Norbert Dentressangle, where he was Managing Director of the logistics division in the United Kingdom and Ireland.

Corinna Refsgaard has served as Chief Human Resource Officer since April 2024.

Corinna Refsgaard has served as Chief Human Resources Officer since April 2024.

Prior to her time with GXO, Ms.

1 unchanged sentence

Over the course of three decades, she has held global, regional and business unit HR roles at firms, including Kontron, Fujitsu Technology Solutions, EADS and Mercedes-Benz.

Bart Beeks has served as Chief Operating Officer of the company since January 2026.

Beeks most recently served as chief operating officer of CEVA Logistics from June 2020 to June 2025.

Prior to his role as chief operating officer, he served as Executive Vice President in Benelux and Senior Vice President of Operational Excellence at CEVA.

Before his career in logistics, Mr.

Beeks served as a Commanding Officer in the Dutch Special Forces.

Karen Bomber has served as Chief Commercial Officer of the company since January 2026.

Prior to GXO, Ms.

Bomber served as Chief Commercial Officer for ABB’s Energy Industries division from February 2023 to January 2026 and held leadership roles at Honeywell from June 2018 to January 2023, InVue Security Products from December 2012 to April 2018 and Tyco International from November 2011 to December 2012.

Available Information

4 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.

What changed 10-K

Item 1. Business