What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-18 · 74 added, 68 removed, 174 unchanged (45% of the section changed)

8 unchanged sentences

Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2025.

Management excluded from its design and assessment of internal control over financial reporting Wincanton plc (“Wincanton”) which was acquired on April 29, 2024.

Wincanton constituted 9.9% of total assets, excluding associated goodwill and intangible assets and approximately 11.8% of total revenues as of and for the year ended December 31, 2024.

Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year following acquisition while integrating the acquired company under guidelines established by the SEC.

KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an audit report, which is included elsewhere within this Annual Report, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

Other than the design and implementation of internal controls related to the acquisition of PFSweb, Inc., there have not been any changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the design and implementation of internal controls related to the acquisition of Wincanton plc (now “Wincanton Limited”), there have not been any changes in our internal control over financial reporting during the three months ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

Compensatory Arrangement of the Chief Executive Officer and Director of the Company

As previously disclosed (the “Prior Disclosure”), on December 3, 2024, GXO Logistics, Inc.

(the “Company”) announced that Malcolm Wilson will retire as Chief Executive Officer (“CEO”) and director of the Company in 2025.

Wilson will continue to lead the Company during the executive search process as CEO and director of the Company until his departure.

Compensatory Arrangement of the Chief Revenue Officer & President of Europe of the Company

As previously disclosed on October 29, 2025 (the “Prior Disclosure”), the Company announced that the Company and Richard Cawston mutually agreed that Mr.

Cawston will depart from his employment in March 2026.

Cawston served as Chief Revenue Officer & President of Europe of the Company until January 26, 2026, when Karen Bomber was appointed Chief Commercial Officer of the Company, and since then Mr.

Cawston has been supporting a successful transition.

As contemplated in the Prior Disclosure, Mr.

Wilson has entered into a settlement agreement with GXO Logistics UK Limited, an affiliate of the Company, that includes a waiver and release of claims, and acknowledgment of his continuing obligations under his Service Agreement with the Company, and provides for the following:

Wilson will receive (a) all severance payments due to him under the Company’s Severance Plan, and (b) additional payments of $1,000,000 during each of the three twelve-month periods following his termination date, payable in arrears quarterly over each applicable 12-month period, subject to Mr.

Wilson’s not having competed with the Company or any of its subsidiaries or affiliates through each respective payment date, subject, in each case, to a clawback of all payments (on an after-tax basis) made within 12-months if Mr.

Wilson violates his non-compete;

Wilson’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 terms.

The settlement agreement further provides that a number of shares of Company common stock received upon settlement of such awards with an aggregate value of $1,000,000 will be subject to a lock-up on sales, offers, pledges, as well as any other transfers or dispositions, directly or indirectly, through December 3, 2026;

Wilson has agreed to make himself available in his CEO capacity, as requested by the Company or its board of directors, through the earlier of (i) a date chosen at the Company’s discretion (not earlier than August 15, 2025) or (ii) December 3, 2025 (provided that, (a) the Company reserves the right to place Mr.

Wilson on garden leave at any time, in its sole discretion and (b) Mr.

Wilson will receive his base salary, pension and car allowance through December 3, 2025 as pay in lieu of notice if the ultimate final date of employment is before December 3, 2025);

and that the Company will consider Mr.

Wilson for a pro-rated bonus in recognition of a successful transition period.

Cawston has entered into a settlement agreement with the Company that includes a general release of claims in favor of the Company, and provides the following:

Cawston will receive (i) all severance payments and benefits due to him in connection with a termination without cause under the Company’s Severance Plan, as well as all pay and benefits due to him pursuant to his July 12, 2021 Service Agreement, (ii) $1,000,000, less appropriate deductions for income tax and employees’ insurance contributions (as defined in the settlement agreement), to be paid in eight equal quarterly installments, beginning on the next available payroll date in which the Company can reasonably process the payment following the earlier of June 14, 2027 or the date three months after the date on which Mr.

Cawston commences garden leave, if applicable, subject to Mr.

Cawston’s not having competed with the Company or any of its subsidiaries or affiliates in the 12 months immediately prior to each such payment date, and (iii) certain outplacement services;

Cawston’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.

Wilson’s settlement agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr.

Wilson’s settlement agreement, a copy of which is filed as Exhibit 10.27 to this Form 10-K and is incorporated herein by reference.

Cawston’s settlement agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr.

Cawston’s settlement agreement, a copy of which is filed as Exhibit 10.34 to this Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

In the event that we amend or waive any of the provisions of the Code of Ethics that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on our website at the web address specified above.

We have insider trading policies and procedures that govern the purchase, sale and other dispositions of our securities by directors, officers and certain employees of the company (including its subsidiaries).

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation.

20 unchanged sentences

001-40470) filed with the SEC on August 2, 2021).

2.2 Recommended cash and share acquisition of Clipper Logistics PLC by GXO Logistics, Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on March 1, 2022).

2.3 Cooperation Agreement between GXO Logistics, Inc.

and Clipper Logistics PLC (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on March 1, 2022).

2.4 Cash offer for Wincanton Plc by GXO Logistics, Inc., dated as of February 29, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no.

2.2 Cash offer for Wincanton p lc by GXO Logistics, Inc., dated as of February 29, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

19 unchanged sentences

001-40470) filed with the SEC on May 6, 2024).

4.4 Third Supplemental Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V.

and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on November 24, 2025).

4.5 Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V.

and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on November 24, 2025).

4.6 First Supplemental Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V .

and Computershare Trust Company, N.A as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on November 24, 2025).

4.7 Registration Rights Agreement by and among Jacobs Private Equity, LLC and GXO Logistics, Inc., dated as of September 29, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission file no.

11 unchanged sentences

001-40470) filed with the SEC on August 2, 2021).

10.4 Credit Agreement, dated as of June 23, 2021, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent and an Issuing Lender (incorporated by reference to Exhibit 10.13 to the Company’s Amendment No.

3 to the Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on July 7, 2021).

10.5 Amendment No.

1 to Credit Agreement, dated as of March 9, 2023, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on March 10, 2023).

10.6 Term Loan Credit Agreement, dated as of March 22, 2022, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on March 23, 2022).

10.4*** Term Loan Credit Agreement, dated as of May 25, 2022, by and among the Company, the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on May 26, 2022).

10.8 Aberforth Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

10.9 Threadneedle Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.02 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

Wellcome Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.03 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

10.11 Polar Capital Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.04 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

10.5 Amendment No.

1 to 5-Year Term Loan Credit Agreement, dated as of November 24, 2025, among GXO Logistics, Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on November 24, 2025).

10.6 Term Loan Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.

2 unchanged sentences

001-40470) filed with the SEC on April 1, 2024).

10.14 Bridge Credit Agreement, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on May 8, 2024).

10.8 Amendment No.

1 to Credit Agreement, dated as of November 24, 2025, among GXO Logistics, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on November 24, 2025).

10.9+ Form of Option Award Agreement under the GXO Logistics, Inc.

21 unchanged sentences

10.18+ GXO Logistics, Inc.

Long-Term Cash Award Agreement Under the 2021 Omnibus Incentive Compensation Plan.

Long-Term Cash Award Agreement Under the 2021 Omnibus Incentive Compensation Plan ((incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (Commission file no.

001-40470) filed with the SEC on February 18, 2025).

10.19+ Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on May 8, 2025).

10.20+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on May 8, 2025).

10.21+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on November 6, 2025).

10.22+ Offer Letter, dated June 19, 2025, between Patrick Kelleher and GXO Logistics, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on June 20, 2025).

10.23+ Offer Letter between XPO Logistics Europe and Malcolm Wilson, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 (Commission file no.

2 unchanged sentences

001-40470) filed with the SEC on June 9, 2021).

10.27*+ Settlement Agreement, dated as of February 17, 2025, by and between GXO Logistics UK Limited and Malcolm Wilson.

10.25+ 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.

001-40470) files with the SEC on February 18, 2025).

10.26+ Offer Letter between XPO Logistics Europe and Karlis Kirsis, dated as of July 9, 2021 (incorporated by reference to Exhibit 10.16 to the Company’s Amendment No.

10 unchanged sentences

001-40470) filed with the SEC on June 9, 2021).

10.30+ Settlement Agreement, dated as of November 4, 2025, by and between GXO Logistics, Inc.

and Baris Oran (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-404070) filed with the SEC on November 6, 2025).

10.31+ Offer Letter between GXO Logistics, Inc.

5 unchanged sentences

001-40470) filed with the SEC on February 15, 2024).

10.34*+ Settlement Agreement, dated as of February 20, 2026, by and between GXO Logistics UK Limited and Richard Cawston.

10.35+ Offer Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

6 unchanged sentences

001-404070) filed with the SEC on August 6, 2024).

10.39*+ Employment contract bet ween GXO Logistics Netherlands B.V.

and Bart Beek s, da ted as of February 12, 2026.

10.40*+ Benefits Letter between GXO Logistics, Inc.

and Bart Beeks, dated as of January 29, 2026.

10.41*+ Offer letter between GXO Logistics, Inc.

and Karen Bomber, dated as of January 15, 2026.

19.1* GXO Logistics, Inc.

Insider Trading Policy.

21.1* Subsidiaries of the registrant.

Insider Trading Policy, effective March 18, 2025.

21.1* Subsidiaries of the R egistrant.

22.1* Subsidiary Guarantors and Issuers of Guaranteed Securities .

23.1* Consent of Independent Registered Public Accounting Firm.

4 unchanged sentences

97.1* GXO Logistics, Inc.

Amended and Restated Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (Commission file no.

001-40470) filed with the SEC on February 15, 2024).

Amended and Restated Clawback Policy.

101.INS* Inline XBRL Instance Document.

14 unchanged sentences

February 25, 2026

/s/ Malcolm Wilson

Malcolm Wilson

/s/ Patrick Kelleher

Patrick Kelleher

Chief Executive Officer

6 unchanged sentences

Signature Title Date

/s/ Malcolm Wilson Chief Executive Officer and Director February 18, 2025

Malcolm Wilson (Principal Executive Officer)

/s/ Patrick Kelleher Chief Executive Officer February 25, 2026

Patrick Kelleher (Principal Executive Officer)

/s/ Baris Oran Chief Financial Officer February 25, 2026

2 unchanged sentences

Paul Blanchett (Principal Accounting Officer)

/s/ Brad Jacobs Director February 18, 2025

Brad Jacobs (Chairman)

/s/ Patrick Byrne Director February 25, 2026

Patrick Byrne (Chairman)

/s/ Marlene Colucci Director February 25, 2026

Marlene Colucci (Vice Chair)

/s/ Oren Shaffer Director February 18, 2025

Oren Shaffer (Lead Independent Director)

/s/ Gena Ashe Director February 18, 2025

/s/ Clare Chatfield Director February 18, 2025

Clare Chatfield

/s/ Matthew J.

Fassler Director February 18, 2025

Gross Director February 18, 2025

/s/ Jason Papastavrou Director February 18, 2025

Jason Papastavrou

Marlene Colucci (Lead Independent Director)

/s/ Todd Cooper Director February 25, 2026

/s/ Matt Fassler Director February 25, 2026

/s/ Michael Kneeland Director February 25, 2026

Michael Kneeland

/s/ Julio Nemeth Director February 25, 2026

/s/ Torsten Pilz Director February 25, 2026

/s/ Laura Wilkin Director February 25, 2026

/s/ Kyle Wismans Director February 25, 2026

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 9A. Controls and Procedures