GXO Logistics, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities None. 26 ITEM 6. EXHIBITS Exhibit Number Description 10.1+ Employment contract between GXO Logistics Netherlands B.V. and Bart Beeks, dated as of February 12, 2026. (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 25, 2026). 10.2+ Benefits Letter between GXO Logistics, Inc. and Bart Beeks, dated as of January 29, 2026. (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 25, 2026). 10.3+ Offer letter between GXO Logistics, Inc. and Karen Bomber, dated as of January 15, 2026. (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 25, 2026). 10.4+ Offer Letter, dated March 2, 2026, between Mark Suchinski and GXO Logistics, Inc. (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 6, 2026). 10.5+ Settlement Agreement, dated as of February 20, 2026, by and between GXO Logistics UK Limited and Richard Cawston (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 25, 2026). 10.6+ Offer Letter, dated January 29, 2026, between Laura Bracken and GXO Logistics, Inc. (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 January 29, 2026). 10.7*+ Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan). 10.8*+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan). 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, 2026. 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 3 1 , 202 6 . 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 6 . 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 6 . 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. 27 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: May 6, 2026 By: /s/ Patrick Kelleher Patrick Kelleher (Chief Executive Officer) (Principal Executive Officer) Date: May 6, 2026 By: /s/ Mark Suchinski Mark Suchinski (Chief Financial Officer) (Principal Financial Officer) 28