1 unchanged sentence
Issuer Purchases of Equity Securities
+Added: On February 18 2025, the Company’s board of directors authorized and announced the repurchase of up to $500 million of its common stock (the “Repurchase Plan”).
+Added: The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise.
+Added: 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.
+Added: The following table presents our repurchase activity on a cash basis during the second quarter of 2026:
+Added: Period Total Number of Shares Purchased (1)
+Added: Average Price Paid per Share (2)
+Added: 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)
+Added: April 1 - April 30 — $ — — $ 300,000,016
+Added: May 1 - May 31 — $ — — $ 300,000,016
+Added: June 1 - June 30 331,816 $ 48.64 331,816 $ 283,859,477
+Added: Total 331,816 $ 48.64 331,816
+Added: (1) All transactions are reported on a trade date basis.
+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.
+Added: 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.
+Added: For additional information regarding the Repurchase Plan, see Note 13.
+Added: “Stockholders’ Equity” in Part I, Item 1 of this Quarterly Report on Form 10-Q.
+Added: (3) Approximate dollar value of shares that may yet be purchased under the Repurchase Plan at the end of the period.
Number Description
−Removed: 10.1+ Employment contract between GXO Logistics Netherlands B.V.
−Removed: and Bart Beeks, dated as of February 12, 2026.
−Removed: (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K (Commission file no.
−Removed: 001-40470) filed with the SEC on February 25, 2026).
−Removed: 10.2+ Benefits Letter between GXO Logistics, Inc.
−Removed: and Bart Beeks, dated as of January 29, 2026.
−Removed: (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (Commission file no.
−Removed: 001-40470) filed with the SEC on February 25, 2026).
−Removed: 10.3+ Offer letter between GXO Logistics, Inc.
−Removed: and Karen Bomber, dated as of January 15, 2026.
−Removed: (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (Commission file no.
−Removed: 001-40470) filed with the SEC on February 25, 2026).
−Removed: 10.4+ Offer Letter, dated March 2, 2026, between Mark Suchinski and GXO Logistics, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.
−Removed: 001-40470) filed with the SEC on March 6, 2026).
−Removed: 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.
+Added: 22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22.1 to the Company's Annual Report on Form 10-K (Commission file no.
001-404070) filed with the SEC on February 25, 2026).
−Removed: 10.6+ Offer Letter, dated January 29, 2026, between Laura Bracken and GXO Logistics, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.
−Removed: 001-40470) filed with the SEC on January 29, 2026).
−Removed: 10.7*+ Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan).
−Removed: 10.8*+ 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, 2026.
−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 3 1 , 202 6 .
−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 6 .
−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 6 .
+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 , 2026.
+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 , 2026.
+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 , 2026.
+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 , 2026.
101.INS* Inline XBRL Instance Document.
7 unchanged sentences
** Furnished herewith.
−Removed: + This exhibit is a management contract or compensatory plan or arrangement.
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.
+Added: August 5, 2026
/s/ Patrick Kelleher
2 unchanged sentences
(Principal Executive Officer)
+Added: August 5, 2026
/s/ Mark Suchinski
3 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.