GXO Logistics, Inc. (Form: 10-K, Received: 02/25/2026 17:05:52)

STRICTLY PRIVATE AND CONFIDENTIAL Dated: 2026 GXO LOGISTICS UK LIMITED and RICHARD CAWSTON SETTLEMENT AGREEMENT

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT THIS AGREEMENT is made on 2026 BETWEEN: (1) GXO LOGISTICS UK LIMITED, formerly known as XPO Supply Chain UK Limited, whose registered office is at Building 19 Haymarket Square, Edinburgh, Scotland, EH3 8RY (the Employer ); and (2) RICHARD CAWSTON of 4 Collinridge View, Walesby, Newark, NG22 9QJ (the Employee ). IT IS AGREED THAT: 1. DEFINITIONS In this Agreement the following expressions have the following meanings: Adviser means the person named as Adviser in Schedule 2; Confidential Information has the same meaning as set out in the Service Agreement; Group means the Employer and its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from 1162 Companies Act 2006); ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003; Material means a significant and substantial actual or reasonably possible impact, whether fiscal or otherwise (and Materially PSUs has the meaning ascribed to it in Clause 8.5.1; Relevant Claims means any claim referred to in Part A of Schedule 1; RSUs has the meaning ascribed to it in Clause 8.5.1 Severance Plan means the GXO Logistics Inc. Severance Plan; Service Agreement means the Service Agreement between the Employer and the Employee dated 12 July 2021; Statutory Claims means any claim referred to in Part B of Schedule 1; Termination Date means 14 March 2026.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 2. PERMITTED DISCLOSURES 2.1 Nothing in this Agreement prevents the Employee from: 2.1.1 reporting misconduct or a serious breach of regulatory requirements to any body responsible for supervising or regulating the matters in question; 2.1.2 making a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 (Protected Disclosures) provided that the disclosure is made in accordance with the provisions of that Act; 2.1.3 reporting an offence or a suspected offence to a law enforcement agency; 2.1.4 co-operating with a criminal investigation or prosecution; 2.1.5 representing himself at any investigation or proceedings brought by the Employee's regulatory or professional body relating to matters arising from their employment; 2.1.6 giving evidence to or complying with an order of a court or tribunal of competent jurisdiction; 2.1.7 making a disclosure in respect of this Agreement or circumstances surrounding the Agreement to HM Revenue & Customs, and the Employee's professional advisers (such as legal and medical professionals and counsellors, and tax advisers), who are bound by a duty of confidentiality, in respect of professional advice; 2.1.8 making a disclosure to the Employee's spouse or civil partner on condition that they also keep that information confidential; 2.1.9 making a claim for benefits to any government benefits agency; 2.1.10 making a claim to the Employee's insurer for the purposes of processing a claim for loss of employment; or 2.1.11 making a disclosure within the meaning of section 17 of the Victims and Prisoners Act 2024 provided that the disclosure is made in accordance with the provisions of that Act. 2.2 All other terms of this Agreement are to be read subject to Clause 2.1. 3. BASIS OF AGREEMENT 3.1 The parties have entered into this Agreement to record and implement the terms on which they have agreed to settle all outstanding claims which the Employee has or may have against the Employer or any company in the Group or its or their respective officers, employees, workers or shareholders arising out of, in connection with or as a consequence of employment and/or its termination. The terms set out in this Agreement constitute the entire agreement between the parties and are without admission of liability on the part of the Employer or any company in the Group. 3.2 The Employer is entering into this Agreement for itself and as agent for and trustee of all companies in the Group and is duly authorised to do so. The parties intend that each company in the Group should be able to enforce in its own right the terms of this Agreement which

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT expressly or impliedly confer a benefit on that company subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. 4. TERMINATION 4.1 T employment with the Employer will terminate on the Termination Date by mutual agreement. contractual notice period commenced on 28 October 2025. 4.2 In the period up to and including the Termination Date, the Employee agrees that he will continue to work as usual. The Employee agrees that he will transition his job duties and provide a satisfactory handover to such persons and at such time as the Company directs. 4.3 The Employer reserves the right to place the Employee on garden leave prior to the Termination Date, in accordance with Clause 20.2 of the Service Agreement. Should the Employer decide to place the Employee on garden leave, the Employee must remain available during working hours in order to carry out any duties as required, answer any queries that the Employer may have, and provide a satisfactory handover of his duties to such persons as the Employer instructs. 5. REMUNERATION DURING NOTICE PERIOD 5.1 The Employee will be paid his normal salary (less appropriate deductions for income tax and employees' National Insurance contributions) and provided with all benefits for the period up to and including the Termination Date. 5.2 No later than the Termination Date, the Employee will submit to the Employer his final business expenses claim up to and including the Termination Date. All business expenses reasonably incurred by the Employee during his employment which are outstanding at the Termination Date will be reimbursed in the usual way provided the Employee complies with the Employee for any expenses incurred after the Termination Date. 5.3 The Employee will not receive any increase in his remuneration (including his basic salary or car allowance), nor any further equity or long-term incentive awards in the period up to and including the Termination Date. 6. TERMINATION PAYMENTS 6.1 Subject to and conditional upon the Employee Materially complying with the terms of this Agreement, the Employer will on its own behalf and on behalf of all companies in the Group, pay the Employee the following sums: 6.1.1 any outstanding salary up to the Termination Date, less appropriate deductions for income tax and employees' National Insurance contributions; 6.1.2 any accrued but untaken holiday up to the Termination Date, less appropriate deductions for income tax and employees' National Insurance contributions; 6.1.3 an annual incentive payment for the 2025 performance period, in accordance with Section 3.1(a)(B) of the Severance Plan, less appropriate deductions for income tax and employees' National Insurance contributions; 6.1.4 a pro-rated annual incentive payment of £101,635 in respect of the period from 1 January 2026 up to and including the Termination Date, calculated in accordance

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT with Section 3.1(b) of the Severance Plan, less appropriate deductions for income tax and employees' National Insurance contributions; 6.1.5 a payment of £288,579 in lieu of the unexpired period o contractual notice period, less appropriate deductions for income tax and employees' National Insurance contributions; 6.1.6 a severance payment of £461,979, without any admission of liability whatsoever, as compensation for loss of employment and in respect of the Relevant Claims, less any appropriate deductions for income tax and employees' National Insurance contributions and for excess legal fees in accordance with Clause 10.2 below (but for the avoidance of doubt without any deductions pursuant to clause 5.1 or 5.2 of the Severance Plan); and 6.1.7 Clause 14.2 of Insurance contributions. 6.2 The Employer shall pay the payments referred to in Clauses 6.1.1, 6.1.2, 6.1.3, 6.1.4, 6.1.5 and 6.1.7 above on the next available payroll date in which the Employer can reasonably process the payment following the later of the Termination Date and the date on which the Employee provides the Employer with a copy of this Agreement re-executed in accordance with Clause 20. 6.3 The Employer shall pay the severance payment referred to in Clause 6.1.6 above in equal monthly instalments, with the first instalment being on the next available payroll date in which the Employer can reasonably process the payment following the later of the Termination Date and the date on which the Employee provides the Employer with a copy of this Agreement re- executed in accordance with Clause 20. 6.4 The Employee agrees that, except for the sums and benefits referred to in this Agreement, no other sums or benefits are due to the Employee from the Employer or any company in the Group, including under the Severance Plan and Service Agreement. 7. NON-COMPETE PAYMENTS 7.1 The Employee acknowledges that he remains bound by the restrictive covenants contained in Clause 16 of the Service Agreement, which apply for a period of 12 months following the Termination Date, less any time spent on garden leave, pursuant to clause 16.5 of the Service Agreement. 7.2 Subject to and conditional upon the Employee Materially complying with the terms of this Agreement including this Clause 7, the Employer shall pay the Employee the sum of USD 1,000,000 in total (the Non-Compete Payment , less appropriate deductions for income tax and employees' National Insurance contributions, to be paid in eight equal instalments quarterly in arrears. The first tranche of the Non-Compete Payment shall be made on the next available payroll date in which the Employer can reasonably process the payment following the earlier of (i) 14 June 2027 or (ii) the date three months after the date on which the Employee commences garden leave, if applicable. 7.3 Payment of the relevant tranche of the Non-Compete Payment is conditional on the Employee not engaging in any activities in competition with the Employer or any company in the Group in the 12 months immediately preceding the date on which such tranche is payable pursuant to this Agreement, and providing written confirmation to the Employer after that date that he has not engaged in any such activities.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 7.4 For the purposes of this Clause 7, the term activities in competition means the activities described in Clause 16.2.2 of the Service Agreement, save that: 7.4.1 deleted from Clause 16.2.2 of the Service Agreement; and 7.4.2 to the extent it is not otherwise included in Clause 16.2.2 of the Service Agreement, activities in c Clause 7 will include being employed, engaged, concerned or providing technical, commercial or professional advice in relation to any potential or proposed business activities or opportunities that the Employee knew or ought reasonably to have known were being considered or planned by the Employer or any company in the Group (even if not actively undertaken by it or them) and in respect of which the Employee was materially engaged or involved in the planning or consideration thereof, or for which the Employee possessed any Confidential Information, in each case during the 12 months prior to the Termination Date. 7.5 The Employee agrees that in the event that the Employee is offered employment, consultancy or other business activities to commence in the period covered by Clause 16 of the Service Agreement or this Clause 7, the Employee will notify the Employer of such an offer with sufficient time for the Employer to review the employment, consultancy, or other business and the Employer will confirm whether 16 of the Service Agreement or this Clause 7 (such confirmation not to be unreasonably delayed). If the offer is made within the period covered by Clause 16 of the Service Agreement, the Employee will also deliver to the person making the offer a full copy of the restrictions in Clause 16 of the Service Agreement. 7.6 The Employee agrees to repay to the Employer on demand and in full the payment(s) received pursuant to this Clause 7 in the event that the Employer pays the Employee such payment(s) in circumstances in which the Employee has not fully complied with the terms of this Clause 7. The Employee agrees that such payment(s) shall be recoverable as a debt, together with all costs, including legal costs, reasonably incurred by the Employer in recovering the payment(s). 8. BENEFITS 8.1 provide the Employee with the following benefits. Save as set out in this Clause 8, the provision of all benefits will cease on the Termination Date. 8.2 Subject to the terms the applicable insurance policy or policies as amended from time to time, in accordance with Section 3.1(d) of the Severance Plan, the Employer will continue to provide the Employee and any of his eligible dependents with private medical coverage and dental coverage during the 12-month period following the Termination Date. The Employer confirms that the Employee and any eligible dependents will not, pursuant to the terms of the relevant policy, cease to be eligible for such coverage solely as a result of the Employee ceasing to be employed by the Employer in the period following the Termination Date. 8.3 The Employer will arrange for the Employee to receive the benefit of an executive outplacement consultancy (being the Executive 12-month programme provided by Right Management ) for a maximum period of 12 months from initiating the service, provided it is initiated within 3 months following the Termination Date.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 8.4 If the Employee is already a participating member, the Employer will provide ongoing coverage to the Employee under the Nuffield plan in respect of annual healthcare checkups for a period of 12 months following the Termination Date. 8.5 In relation to any grant awarded to the Employee pursuant to any Group equity incentive plan the following terms shall apply. 8.5.1 The Employee will, with effect from the Termination Date, receive (i) accelerated vesting of a pro-rated number of GXO Logistics, Inc. service-based restricted stock RSUs of GXO Logistics, Inc. performance- PSUs - rated where required, which are earned based on actual performance and subject to Compensation Committee certification of performance results. For the avoidance of doubt, the vesting and pro-ration calculations in relation to both RSUs and PSUs have been applied as stipulated in each respective award agreement, with the end date for each pro-ration being the Termination Date. Schedule 4 to this Agreement sets out, by reference to each award, the total number of RSUs and PSUs which will be deemed vested, after due application of the relevant pro-ration calculations. For the avoidance of doubt, it is confirmed that, subject to any overriding legal or regulatory requirements, details of which are also set out at Schedule 4 to this Agreement, the Employee will be free to sell or otherwise dispose of any vested stock units with effect from the Termination Date; provided, however, that certain vested PSUs identified in Schedule 4 shall be subject to a lock-up on sales or other transfers or dispositions until the first anniversary of the date the Compensation Committee certifies the level of achievement of the applicable performance goals, in accordance with the terms of the applicable award agreement. 8.5.2 In accordance with the terms of the stock option agreement dated 7 June 2021, the exercisable for a period of three months after the Termination Date, and any remaining unvested stock options shall be forfeited, as detailed in Schedule 4 to this Agreement 9. PENSION The Employer will cease to make pension contributions on behalf of the Employee with effect from the Termination Date. 10. LEGAL FEES 10.1 The Employer will pay directly to the Adviser referred to in Schedule 2 the Employee's legal costs plus VAT, subject to receiving from the Adviser (i) written confirmation that such legal costs were incurred exclusively in advising the Employee in connection with the termination of the Employee's employment, and (ii) a copy of an invoice in respect of such costs addressed to the Employee but marked payable by the Employer. 10.2 In in Clause 10.1 exceed £11,100 (inclusive of VAT), the severance payment referred to in Clause 6.1.6 shall be reduced by the amount of such excess. 10.3 All invoices are subject to 60-day payment terms. Invoices should be sent to Ann Marie Phillips at annmarie.phillips@gxo.com.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 11. TAXATION 11.1 The Employer will deduct from the payments referred to in Clause 6.1 to be paid to the Employee under this Agreement any deductions it is required by law to make in respect of income taxation or National Insurance contributions. 11.2 In this regard, the parties believe the following to be correct, although neither party gives any warranty to this effect: 11.2.1 the payments referred to in Clauses 6.1.1, 6.1.2, 6.1.3, 6.1.4 6.1.5 and 6.1.7 are subject to income tax and employees' National Insurance contributions; and 11.2.2 the first £30,000 of the severance payment referred to in Clause 6.1.6 is exempt from tax and National Insurance liability. The remaining balance of the severance payment is subject to income tax. 11.3 The Employee hereby agrees that he is responsible for and indemnifies the Employer and any company in the Group on a continuing basis immediately on demand against all taxes and employees' National Insurance contributions in respect of the payments and benefits provided, or to be provided, pursuant to this Agreement, and all costs, claims, expenses or proceedings, penalties and interest incurred by the Employer which arise out of or in connection with any liability to pay (or deduct) tax or employees' National Insurance contributions in respect of such payments and benefits, provided that, the Employee will not be liable for any interest, penalties or costs where these are incurred as a result of the default or delay of the Employer or any company in the Group in complying with any demand for tax or national insurance contributions from HM Revenue & Customs. If the Employer becomes aware that any such liabilities may arise, it will provide relevant details to the Employee so that the Employee is given the opportunity at his own expense to dispute any such payment with HM Revenue & Customs. Nothing in this clause shall prevent the Employer from complying with its obligations towards HM Revenue & Customs. 12. SOCIAL MEDIA AND RETURN OF PROPERTY 12.1 Within one week of the earlier of (i) the Termination Date or (ii) the date on which the Employer so instructs the Employee, the Employee will: 12.1.1 return to the Employer all property belonging to the Employer or any Group company including all credit cards, keys, security passes, identity badges, computer disks, memory cards, any mobile telephone, laptop computer, chargers printer, and other electronic equipment, and all paper documents having conducted a reasonable search, except for such property as the parties agree in writing that the Employee may retain and the iPad referred to in Clause 12.2 below; and 12.1.2 in respect of any electronic documents belonging to the Employer or any Group company or relating to its or their business, possession or control, the Employee will identify and delete all such documents, except for documents which are subject to his personal legal privilege, this Agreement, the Service Agreement, and any award agreements relating to the RSUs and PSUs awarded to the Employee during his employment with the Employer. 12.2 The Employer agrees to transfer ownership of the iPad currently provided to the Employee by the Employer (with model number MXF82B/A and serial number DMPC81JENTGW) to the Employee, provided that the Employee shall return the iPad to the Employer prior to the Termination Date in order for the Employer to erase all information belonging to the Employer and any company in the Group from it.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 12.3 On or within two working days after the Termination Date, the Employee will amend his profiles on any social media accounts to show that he is no longer employed by the Employer. 12.4 The Employee shall, if requested by the Employer, provide the Employer with a signed statement confirming that he has complied fully with his obligations under this Clause 12 and shall provide such reasonable evidence of compliance as may be requested. 13. WARRANTIES AND REPRESENTATIONS 13.1 The Employee warrants as a strict condition of this Agreement and represents to the Employer (i) when he signs the Agreement, that up to and as at the date this Agreement becomes binding in accordance with Clause 21 and (ii) when he re-executes this Agreement in accordance with Clause 20 below, that up to and as at the Termination Date, the Employee: 13.1.1 has not committed any Material breach of any duty owed to the Employer or any company in the Group; 13.1.2 has not done or failed to do anything, which act or omission amounts to a repudiatory breach of the express or implied terms of employment with the Employer or which, if it were to be done or omitted after the date of this Agreement, would be in breach of any of its terms. The Employer confirms that as at the date of this Agreement is it not aware of any act or omission by the Employer which amounts to a repudiatory breach of the express or implied terms of employment with the Employer; 13.1.3 has not commenced any action or issued any proceedings against the Employer or any company in the Group or any of their respective officers, employees, workers or shareholders; and 13.1.4 is not aware of any condition, mental or physical, or any other facts or circumstances, which could constitute the basis for a claim against the Employer or any company in the Group for personal injury (whether at the date of signing this Agreement or at any time in the future). 13.2 The Employer is under no obligation to make the payments specified in this Agreement if the Employee is in Material breach of any of the warranties referred to in this Clause 13. 14. CONFIDENTIALITY AND OTHER RESTRICTIONS 14.1 The Employee accepts and agrees that his obligations relating to restrictive covenants, confidentiality and intellectual property rights set out in Clauses 16, 17 and 18 of the Service Agreement continue after the Termination Date. 14.2 In consideration of the payment referred to in Clause 6.1.7 above and the provision of the reference referred to in Clause 15 below, the Employee agrees not to: 14.2.1 make or publish any statement (which is not already in the public domain) to a third party concerning the fact, negotiations or terms of this Agreement, the claims waived by it or the circumstances surrounding the termination of employment, save that the Employee may inform a prospective employer that his employment with the Company ended by mutual agreement; 14.2.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer, any company in the Group or any past, current or future officers, employees, workers or shareholders of the Employer or any company in the Group

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT which is intended to or which might be expected to damage or lower their respective reputations, provided that the Employee will not be prevented from making a permitted disclosure in accordance with Clause 2.1 above 14.3 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 14.1 or 14.2.1 if it had occurred after the date of this Agreement. 14.4 The Employee agrees to resign in writing from all directorships or offices which he holds with the Employer or any company in the Group and to sign such documentation which is presented to him by the Employer or any company in the Group for this purpose in a timely manner. 15. REFERENCES 15.1 Should any third party ask the Employer to give a reference in relation to the Employee, any written reference given in response to such a request will be in or substantially in the terms set out in Schedule 3, provided, that the third party's request is made to Human Resources Officer. 15.2 This Clause 15 is subject to the proviso that the Employer will cease to be obliged to provide a reference, whether written or oral, in the agreed terms if after the signing of this Agreement new facts come to the Employer's attention which make the agreed reference substantially and materially incorrect. 16. FULL AND FINAL SETTLEMENT 16.1 The Employee accepts the payments and benefits in this Agreement in full and final settlement of and agrees to waive: 16.1.1 the Relevant Claims; 16.1.2 any other Statutory Claims; 16.1.3 any claim for breach of the Employee's contract of employment with the Employer or any company in the Group and all other claims and rights of action (whether under statute, contract, common law or otherwise and whether or not the Employee is aware of the claim at the time of entering into this Agreement) in any jurisdiction in the world, howsoever arising which the Employee has or may have now or at any point in the future against the Employer or any company in the Group, its or their officers, employees, workers or shareholders, arising from or connected with the Employee's employment or the holding of any office with the Employer or any company in the Group, the termination thereof or any other matter concerning the Employer or any company in the Group. 16.2 The Employee agrees that he will not commence any action or issue any proceedings against the Employer or any company in the Group or their respective current or former officers, employees, workers or shareholders, or apply for early conciliation to the Advisory Conciliation and Arbitration Service, in respect of any claims referred to in Clause 16.1. 16.3 Neither the settlement and waiver in Clause 16.1 nor the agreement to refrain from proceedings in Clause 16.2 applies to: 16.3.1 any claim in respect of accrued pension rights accrued up to the Termination Date;

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 16.3.2 any claim for personal injury caused by the or any company in the personal injury which may be brought pursuant to discrimination legislation and/or pursuant to Part V of the Employment Rights Act 1996); 16.3.3 any claim to enforce the terms of this Agreement. 17. NO KNOWLEDGE OF OTHER CLAIMS 17.1 The Employee represents and warrants that: 17.1.1 the Relevant Claims are all of the claims and proceedings (whether statutory or otherwise) that the Employee considers he has, or may have, against the Employer, any company in the Group, its or their current or former officers, employees, workers or shareholders arising out of or in connection with the Employee's employment with the Company, or any company in the Group, or its termination; 17.1.2 the Employee has instructed the Adviser to advise as to whether he has or may have any claims, including statutory claims, against the Employer or any company in the Group or their respective current or former officers, employees, workers or shareholders including arising out of or in connection with employment or its termination; 17.1.3 the Employee has provided the Adviser with all available information which the Adviser requires or may require in order to advise whether the Employee has any such claims; and 17.1.4 the Adviser has advised the Employer that, on the basis of the information available to the Adviser, only claims or particular complaints against the Employer or any company in the Group or their respective current or former officers, employees, workers or shareholders whether statutory or otherwise are the Relevant Claims and that the Employee has no other claim against the Employer or any company in the Group or their respective current or former officers, employees, workers or shareholders whether statutory or otherwise. 17.2 The Employee agrees to repay to the Employer on demand and in full the payments received pursuant to Clauses 6.1.3, 6.1.4 and 6.1.6 above in the event that the Employee brings any claims or proceedings, whether statutory or otherwise, relating to the Employee's employment with the Employer or any company in the Group, or its termination, against the Employer, any company in the Group, its or their current or former officers, employees, workers or shareholders, whether in an Employment Tribunal, a County Court, a High Court or otherwise (save for claims which fall within the exclusions set out in Clause 16.3 above). The Employee agrees that such payments shall be recoverable as a debt, together with all costs, including legal costs, reasonably incurred by the Employer in recovering the payments and/or in relation to any claims or proceedings so brought by the Employee. 18. FURTHER PROVISIONS 18.1 employment with the Employer or his directorship of any Group Company (and it is confirmed that, to the extent not so covered, the Employee shall continue to be indemnified by the Employer or relevant Group Company to the maximum extent permitted by law but excluding

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT at all times in relation to any fraud, deliberate misconduct or criminal activity (or any allegations in respect of the foregoing) of the Employee) . 19. COMPLIANCE WITH STATUTORY PROVISIONS 19.1 To the extent that they are relevant, the conditions regulating settlement agreements, compromise agreements and compromise contracts under the following instruments and provisions (as subsequently consolidated, modified or re-enacted from time to time) are satisfied and met: the Sex Discrimination Act 1975; the Trade Union and Labour Relations (Consolidation) Act 1992; the Employment Rights Act 1996; the Working Time Regulations 1998; the National Minimum Wage Act 1998; the Employment Relations Act 1999; sub- paragraphs (a) to (e) of r41(4) of the Transnational Information and Consultation of Employees Regulations 1999 sub-paragraphs (a) to (e) of r40(4) of the Information and Consultation of Employees Regulations 2004; sub-paragraphs (a) to (e) of paragraph 13(1) of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006; sub-paragraphs (a) to (e) of r41(4) of the European Cooperative Society (Involvement of Employees) Regulations 2006; sub- paragraphs (a) to (e) of r62(4) of the Companies (Cross-Border Mergers) Regulations 2007; the Pensions Act 2008; sub-paragraphs (a) to (e) of r39(4) of the European Public Limited- Liability Company (Employee Involvement) (Great Britain) Regulations 2009; paragraphs (c) and (d) of section 147(3) of the Equality Act 2010; the Posted Workers (Enforcement of Employment Rights) Regulations 2016. 19.2 The Employee confirms that: 19.2.1 the Employee has received advice from the Adviser (who is a relevant independent adviser within the meaning of the provisions referred to in Clause 19.1) as to the terms and effect of this Agreement and in particular its effect on ability to pursue his rights before an Employment Tribunal; and 19.2.2 the Employee will procure that the Adviser completes and signs the certificate in Schedule 2. 20. RE-EXECUTION OF SETTLEMENT AGREEMENT 20.1 The Employee agrees that he will take further legal advice from the Adviser on or after the Termination Date and will provide the Adviser with all available information, facts and issues relevant to his employment and its termination at that point, which have not already been provided at the date of this Agreement and which could give rise to a claim against the Employer or a company in the Group or any of its or their current or former officers, employees, workers or shareholders. The Employee agrees that he will take advice from the Adviser on whether he has any claims other than the Relevant Claims. Following such advice, the Employee will notify the Employer in writing of any claims which are identified or that there are no such claims. 20.2 The Employee will re-execute this Agreement, having complied with Clause 20.1 and by doing so he will confirm: 20.2.1 his compliance with Clause 20.1; 20.2.2 that the provisions of Clause 16.1 extend to any claims notified in accordance with Clause 20.1 and any or all claims which might have arisen up to the date of such re- execution; and

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 20.2.3 that the Relevant Claims are all of the claims and proceedings (whether statutory or otherwise) that the Employee considers he has, or may have, against the Employer, any company in the Group, its or their current or former officers, employees, workers or shareholders arising out of or in connection with the Employee's employment with the Employer or any company in the Group, or its termination. 20.3 This Clause 20 does not limit the generality of Clause 16.1 or its application to claims of which the Employee is not or could not be aware or which are not within the Employee's express contemplation at the date of this Agreement and the parties agree that the terms of this Agreement will become binding with effect from the date of this Agreement and will remain binding irrespective of compliance with this Clause 20 provided that, for the avoidance of doubt, the obligations under this Agreement shall be conditional upon the Employee and the Adviser complying with this Clause 20. 20.4 Subject to the Employee complying with the provisions of this Clause 20 and receipt of an invoice from the Adviser, the Employee shall pay to the Adviser up to a maximum of £750 plus VAT as a contribution towards legal fees incurred in complying with this Clause 20. All invoices are subject to 60-day payment terms and should be addressed to the Employee but marked payable by the Employer. Invoices should be sent to Ann Marie Phillips at annmarie.phillips@gxo.com. 20.5 The Employee agrees that in respect of his compliance with this Clause 20, there will be no obligation on the Employer to provide any additional payments or benefits, and the Employee acknowledges that the consideration given pursuant to Clause 6.1 of the Agreement is given also in respect of the re-executed Agreement. 21. WITHOUT PREJUDICE 21.1 when the Agreement has been dated and signed by or on behalf of the parties and is accompanied by the certificate in Schedule 2 duly completed and signed by the Adviser it will become an open and binding agreement between the parties. 21.2 This Agreement may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one agreement. 22. GENERAL 22.1 In this Agreement, unless the context otherwise requires: 22.1.1 words in the singular shall include the plural and in the plural shall include the singular; 22.1.2 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 22.1.3 the headings in this Agreement are inserted for convenience only and shall not affect its construction; 22.1.4 a reference to a statute or statutory provision shall include a reference to any subordinate legislation made under the relevant statute or statutory provision and is a reference to that statute, provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 22.1.5 the Schedules shall form part of this Agreement, shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules; and 22.1.6 a reference to any regulator or other body includes a reference to any successor. 22.2 In the event any amount referred to in this Agreement needs to be converted into GBP£, then the conversion shall occur using the practice or procedure normally followed by the Employer ers to the methodology for calculating the exchange rate, not the exchange rate itself, which will vary on a daily basis). 22.3 This Agreement and any document referred to in it constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 22.4 The Employee agrees that in entering into this Agreement the Employee does not rely on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement. The Employee waives any claim for innocent or negligent misrepresentation or negligent misstatement including in respect of any statement set out in this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud. 22.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 22.6 This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same agreement. 22.7 The terms of this Agreement shall prevail over the terms of the Service Agreement where such terms in the Service Agreement conflict with this Agreement in any way. 22.8 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. 22.9 The Contracts (Rights of Third Parties) Act 1999 shall only apply to this Agreement insofar as is outlined in Clause 3.2 above. No person other than the parties to this Agreement and any company in the Group shall have any rights under it and it will not be enforceable by any person other than those parties. 23. GOVERNING LAW AND JURISDICTION 23.1 This Agreement is governed by the laws of England and any dispute is subject to the exclusive jurisdiction of the courts and tribunals of England. [Remainder of page intentionally blank]

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT SCHEDULE 1 CLAIMS Part A: Relevant Claims Unfair dismissal under section 94 of the Employment Rights Act 1996. Automatic unfair dismissal under sections 94 and 103A and protection from suffering detriment under section 47B of the Employment Rights Act 1996 (protected disclosures). Automatic unfair dismissal under sections 94 and 104 of the Employment Rights Act 1996 (assertion of statutory rights). Automatic unfair dismissal under section 94 of the Employment Rights Act 1996 and section 12 of the Employment Relations Act 1999 (right to accompaniment). Breach of contract and wrongful dismissal. Part B: Statutory Claims Employment Rights Act and related rights Automatic unfair dismissal under sections 94 and 100 and protection from suffering detriment under section 44 of the Employment Rights Act 1996 (health and safety cases). Automatic unfair dismissal under sections 94 and 104B and protection from suffering detriment under section 47D of the Employment Rights Act 1996 (tax credits). Automatic unfair dismissal under sections 94 and 105 of the Employment Rights Act 1996 (selection for redundancy on prohibited grounds). Automatic unfair dismissal under section 94 of the Employment Rights Act 1996 and regulation 7 of the Transfer of Undertakings (Protection of Employment) Regulations 2006. Automatic unfair dismissal and protection from suffering detriment under section 94 of the Employment Rights Act 1996 Statement of employment particulars and itemised pay statement under Part I of the Employment Rights Act 1996. Suspension from work under Part VII of the Employment Rights Act 1996. Minimum notice under Part IX of the Employment Rights Act 1996. Written statement of reasons for dismissal under section 92 of the Employment Rights Act 1996. Statutory redundancy payment under section 135 of the Employment Rights Act 1996. Guarantee payments under section 34 of the Employment Rights Act 1996. Working Time

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT Working time rights which can be enforced in the Employment Tribunal under Regulation 30 of the Working Time Regulations 1998. Automatic unfair dismissal under sections 94 and 101A and protection from suffering detriment under section 45A Employment Rights Act 1996 (working time cases). Pensions Enrolment Protection from suffering detriment under sections 55 and 56 of the Pensions Act 2008. Family Friendly Time off to accompany a woman to attend ante-natal care Time off to accompany a woman to ante-natal care under section 57ZE of the Employment Rights Act 1996. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons). Protection from suffering detriment under section 47C of the Employment Rights Act 1996. Paternity Paternity leave under Part VIII of the Employment Rights Act 1996, Paternity and Adoption Leave Regulations 2002 and the Additional Paternity Leave Regulations 2010. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons), regulation 29 of the Paternity and Adoption Leave Regulations 2002 and Regulation 34 of the Additional Paternity Leave Regulations 2010. Protection from suffering detriment under section 47C of the Employment Rights Act 1996 (leave for family and domestic reasons), regulation 28 of the Paternity and Adoption Leave Regulations 2002 and regulation 33 of the Additional Paternity Leave Regulations 2010. Parental Leave Parental leave under Part VIII of the Employment Rights Act 1996 and the Maternity and Parental Leave etc Regulations 1999. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons) and regulation 20 of the Maternity and Parental Leave etc Regulations 1999. Protection from suffering detriment under section 47C of the Employment Rights Act 1996 (leave for family and domestic reasons) and regulation 19 of the Maternity and Parental Leave etc Regulations 1999. Shared Parental Leave Shared parental leave under Part VIII of the Employment Rights Act 1996 and the Shared Parental Leave Regulations 2014. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons) and regulation 43 of the Shared Parental Leave Regulations 2014.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT Protection from suffering detriment under section 47C of the Employment Rights Act 1996 (leave for family and domestic reasons) and under regulation 42 of the Shared Parental Leave Regulations 2014. Flexible Working Request for flexible working under section 80F of the Employment Rights Act 1996 (statutory right to request contract variation). Automatic unfair dismissal under sections 94 and 104C and protection from suffering detriment under section 47E of the Employment Rights Act 1996 (flexible working). Time off for dependents Time off for dependents under section 57A of the Employment Rights Act 1996. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons) and regulation 20 of the Maternity and Parental Leave etc Regulations 1999. Protection from suffering detriment under section 47C of the Employment Rights Act 1996 (leave for family and domestic reasons) and regulation 19 of the Maternity and Parental Leave etc Regulations 1999. Adoption Leave Adoption leave under Part VIII of the Employment Rights Act 1996 and the Paternity and Adoption Leave Regulations 2002. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons) and regulation 29 of the Paternity and Adoption Leave Regulations 2002. Protection from suffering detriment under section 47C of the Employment Rights Act 1996 (leave for family and domestic reasons) and regulation 28 of the Paternity and Adoption Leave Regulations 2002. Time off to attend adoption appointments Time off to attend adoption appointments under sections 57ZJ - 57ZS of the Employment Rights Act 1996. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons). Protection from suffering detriment under section 47C of the Employment Rights Act 1996. Parental Bereavement Leave Parental bereavement leave under Part VIII of the Employment Rights Act 1996 and the Parental Bereavement Leave Regulations 2020. Automatic unfair dismissal under sections 94 and 99 of the Employment Rights Act 1996 (leave for family reasons) and Regulation 13 of the Parental Bereavement Leave Regulations 2020. Protection from suffering detriment under section 47C of the Employment Rights Act 1996 and Regulation 12 of the Parental Bereavement Leave Regulations 2020.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT Discrimination & Harassment The following claims under the Equality Act 2010 in relation to age: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to disability: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to race: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to religion and belief: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to sex: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to sexual orientation: sections 39, 49, 40 and 108 (discrimination, harassment and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). The following claims under the Equality Act 2010 in relation to marriage and civil partnership: sections 39, 49, and 108 (discrimination and victimisation); section 61 (breach of a non-discrimination rule); section 110 (contraventions by employees); section 111 (instructing causing or inducing contraventions) and section 112 (knowingly helping a contravention). Equal pay under sections 66 and 67 Equality Act 2010 or relying on Article 157 of the Treaty on the Functioning of the European Union and the Equal Treatment Directive (Recast) (2006/54/EC) (including reliance on those provisions as part of retained EU law or assimilated law as applicable within the meaning of section 6(7) of the European Union (Withdrawal) Act 2018 from time to time in force). Victimisation because of a relevant pay disclosure under sections 39 and 77 Equality Act 2010. Harassment under section 3 of the Protection from Harassment Act 1997 and any other claim for which the Employer may be vicariously liable for the acts of its employees under statute and/or tort. Miscellaneous Obligations under the Human Rights Act 1998.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT Claims arising as a consequence of the United Kingdom's membership or former membership of the European Union, or withdrawal therefrom, including any claim under retained EU law or assimilated law as applicable within the meaning of section 6(7) of the European Union (Withdrawal) Act 2018 from time to time in force.

Lewis Silkin LLP Arbor 255 Blackfriars Road London SE1 9AX Office details T +44 (0) 20 7074 8000 E info@lewissilkin.com W lewissilkin.com Nicholas Hadaway T +44 (0) 20 7074 8313 E nicholas.hadaway@lewissilkin.com Lewis Silkin LLP is a limited liability partnership registered in England and Wales. Registered No.OC317120. Registered office: Arbor 255 Blackfriars Road London SE1 9AX. Authorised and regulated by the Solicitors Regulation Authority. SRA No.439493. A list of the members of Lewis Silkin LLP is open to inspection at the registered office. GXO Logistics UK Limited Building 19 Haymarket Square Edinburgh Scotland EH3 8RY 20 February 2026 Our ref: NMH8313/127493/1/4140-1096-9190.1 To whom it may concern Richard Cawston I confirm that: 1. I am a relevant independent adviser (as defined in the provisions referred to in Clause 19.1 of the Agreement between Richard Cawston (the “Employee”) and GXO Logistics UK Limited to which this certificate is annexed. 2. I have advised the Employee of the terms and the effect of the Agreement and in particular its effect on the Employee’s ability to pursue a claim before an Employment Tribunal. 3. There is in force a contract of insurance covering the risk of a claim by the Employee in respect of loss arising in consequence of the advice. Yours sincerely Nicholas Hadaway Partner SCHEDULE 2 WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 20 SCHEDULE 3 LETTER OF REFERENCE Richard Cawston I can confirm that Richard started employment with GXO on 1 September 2003 and his last day of employment was 14 March 2026. Richard held the position of Chief Revenue Officer and President, Europe when his employment came to an end. This reference is given to the addressee in confidence and only for the purposes of which it was requested. It is given in good faith, but neither the writer nor GXO accepts any responsibility or liability for any loss or damage caused to the address or any third party as a result of any reliance being placed on it.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 21 SCHEDULE 4 SUMMARY OF TREATMENT OF EQUITY AWARDS AS AT THE TERMINATION DATE RSUs Description Grant date Total units granted Total units with accelerated vesting upon the Termination Date Total units forfeited 2022 RSUs 30 March 2022 5,063 1,606 82 2023 RSUs 7 March 2023 8,972 56 2,187 2024 RSUs 7 March 2024 15,049 124 4,892 2025 RSUs 7 March 2025 19,686 161 12,963 PSUs Description Grant Date Total units granted Total units with continued vesting upon the Termination Date subject to achievement of performance goals and assuming performance certified at target Total units forfeited assuming performance certified at target 2023 PSUs 7 March 2023 20,934 20,934 - 2024 PSUs 7 March 2024 15,049 11,044 4,005 2024 Special PSUs 7 March 2024 10,033 7,363 2,670 2025 PSUs 7 March 2025 24,541 9,830 14,711 Options Description Grant date Total Options granted Total Options forfeited on Termination Date Total vested Options forfeited if not exercised within 90 days of the Termination Date Founder's Grant 7 June 2021 164,923 49,477 115,446 Restrictions on equity awards and vested shares In accordance with the applicable award agreement, any shares acquired from vested 2024 PSUs and 2025 PSUs will be subject to a lock-up on sales, transfers or other dispositions until the first anniversary of the date on which the Compensation Committee certifies the level of achievement of the applicable performance goals. The Employee will remain subject to the GXO Logistics, Inc. Insider Trading Policy, Insider Trading Policy Date, unless otherwise lifted, Options any sale or other disposition of shares acquired from RSUs, PSUs or Options must

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 22 comply with the terms of the Insider Trading Policy and the GXO Logistics, Inc. Securities Trade Monitoring Policy Employee is required to maintain a securities brokerage account with the GXO Logistics, Inc. preferred broker in order to receive any shares issuable under the RSUs, PSUs, or Options, in accordance with the Securities Trade Monitoring Policy. As at the date of this agreement, the GXO Logistics Inc. preferred broker is Morgan Stanley. Any shares issued to the Employee pursuant to the RSUs, PSUs and/or Options shall be deposited in with the terms of the applicable award agreement. In addition, the Employee also may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his ability to directly or indirectly, accept, acquire, sell or attempt to sell or otherwise dispose of the shares from (as defined by applicable law) regarding the Group. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders placed by the Employee before possessing the inside information. Furthermore, the Employee may be prohibited from (a) disclosing inside information to any third party, including fellow third parties or otherwise inducing them to buy or sell securities. Any restrictions under such laws or regulations are separate from and in addition to any restrictions that may be imposed under the Insider Trading Policy, the Securities Trade Monitoring Policy, or any any applicable restrictions.

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT 23 SIGNED by or on behalf of the parties on the date first above written: Corrina Refsgaard, for and on behalf of GXO Logistics UK Limited Richard Cawston RE-EXECUTED in accordance with Clause 20: Signed: Richard Cawston Dated:

Page 1 of 9 GXO - Confidential EMPLOYMENT CONTRACT THE UNDERSIGNED: 1. GXO LOGISTICS NETHERLANDS B.V., a private limited liability company incorporated under Dutch law, having its registered office in Eindhoven, the Netherlands, and maintaining a place of business at Achtseweg Noord 27 in (5651 GG) Eindhoven, the Netherlands, for these purposes lawfully represented by Willem Veekens, Statutory Director, and Bouke Laskewitz, Statutory Director, the "Employer"; and 2. BART BEEKS, residing at Aaltostraat 1 in (3822 EB) Amersfoort, the Netherlands, the "Employee"; WHEREAS: A By signing the employment contract the Employee declares not to be bound by any non-competition clause, non-solicitation clause or other restrictive covenant that would prevent the Employee from entering into an employment contract with the Employer. Also, the Employee declares that entering into an employment contract with the Employer does not result in violation of any contractual obligations towards the Employee's former employer or otherwise. B The Parties wish to enter into an employment relationship and wish to lay down the terms and conditions of their employment in this employment contract. C The Employee acknowledges and agrees that, as soon as the payroll administration for GXO Logistics Holdings B.V. has been fully established, the Employee shall transfer from the Employer to GXO Logistics Holdings B.V. The Employee understands and agrees that, as of that moment, the Employee shall hold an employment contract with GXO Logistics Holdings B.V. and shall maintain his corporate relationship with GXO Logistics Holdings B.V., as described below under article 2.1. D The Employee further acknowledges and agrees that this employment contract is entered into on the understanding that the Employee shall hold both an employment relationship and a corporate relationship with the same entity, being GXO Logistics Holdings B.V., as soon as the transfer has taken effect. HAVE AGREED AS FOLLOWS: 1. Commencement, Term and Termination 1.1 The employment contract will commence on 1 January 2026 and is entered into for an indefinite period of time. 1.2 The Employee may terminate the employment contract subject to 2 months’ notice, and the Employer may terminate the employment contract subject to 4 months' notice. Notice may be given only in writing, taking effect from the end of the calendar month. 1.3 For the statutory and procedural rules applicable in respect of termination of the employment contract and a probationary period, the Employer refers to Title 7.10 of the Dutch Civil Code. 1.4 The first two months of the employment contract will be considered a probationary period. During the probationary period, the employment contract may be terminated by either party with immediate effect. 1.5 The employment contract will end in any event without notice being required on the day on which the Employee reaches the state pension age (AOW). Docusign Envelope ID: 384FB5AB-C0A5-4AD2-A023-EEBE873DE554

Page 2 of 9 GXO - Confidential 2. Position 2.1 The Employee will hold the position of Chief Operating Officer and Director under the Articles of Association (statutair directeur) for GXO Logistics Holdings B.V. The Employee undertakes to discharge all the duties assigned by virtue of the law and the GXO Logistics Holdings B.V.'s Articles of Association, with due observance of the rules, regulations and procedures laid down in the law and the Articles of Association and with due observance of the general rules, regulations and instructions that the GXO Logistics Holdings B.V.'s Annual General Meeting may adopt from time to time. The Employee will report to the CEO of GXO Logistics, Inc. The duties attached to the Employee's position are specified in the relevant job description, attached as Appendix 1. 2.2 The Employee covenants that the Employee will also perform duties other than those that are considered the usual duties, if such performance may be reasonably expected from the Employee. 2.3 The Employee will be required to perform work for a company affiliated with the Employer, should the Employer so demand. 2.4 The Employer will take out (directors' and officers') liability insurance for the Employee and will ensure that the relevant insurance premiums are paid within the specified time. The Employee will notify the GXO Logistics Holdings B.V. of any liability claim relating to the Employee's position as Director under the Articles of Association promptly after first becoming aware of such a claim. 3. Working Hours and Workplace 3.1 The workweek will run from Monday to Friday. The working hours amount to 40 hours a week. 3.2 The Employee covenants that, at the Employer's request, the Employee will work overtime outside the normal working hours whenever a proper performance of the duties so requires. No remuneration will be paid for overtime work. 3.3 Commuting time does not qualify for remuneration, irrespective of whether such commuting time took place during overtime or during working hours. 3.4 Travelling time for national or international business trips will be fully regarded as working hours. No remuneration will be paid for overtime work during business trips. 3.5 The Employee will perform the work at the Employer's offices in Eindhoven, the Netherlands, subject to business travel as may be required, and future business needs. The Employer may relocate the workplace if the company's interests so require. 4. Salary 4.1 The Employee will receive a gross monthly salary of EUR 42,333.33, on the basis of a 40-hour working week. The gross annual salary thus amounts to EUR 508,000. The gross monthly salary and gross annual salary are inclusive of 8% holiday allowance. The salary will be paid monthly to the Employee's bank account, exclusive of the 8% gross holiday allowance, which will be paid in line with clause 4.2 below. 4.2 The accrued gross holiday allowance of 8% as referred to in paragraph 1 of this article will be paid in the month of May of the relevant year. 5. Expense Allowance 5.1 The Employer shall reimburse the Employee for the reasonably incurred expenses that are directly related to the performance of the position of the Employee, if and to the extent that the Employee is entitled to reimbursement on the basis of the applicable “Expenses Allowance Scheme”. By signing this employment contract, the Employee declares to have received a copy of the scheme. Potential tax implications of these schemes are at the expense of the Employee. Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 3 of 9 GXO - Confidential 6. Car 6.1 The Employer shall make a company car in the category 6 available to the Employee in connection with the performance of the position of the Employee on the basis of the conditions laid down in the “Company Car Scheme” of which the Employee declares to have received a copy. The Employer is always authorised to change the conditions of the availability. Potential tax implications of these schemes are at the expense of the Employee. 7. Pension 7.1 For the duration of the employment contract, the Employee will participate in the pension scheme of Sectoral Pension Fund for Transport if and as soon as the Employee meets the relevant requirements set out in the pension scheme rules and if and as long as both the Employee and the Employer are subject to compulsory membership. 7.2 All rights and obligations with respect to the pension scheme are laid down in the pension agreement (which consists of the pension clause in the employment contract and the pension scheme rules, a copy of which the employee will receive from the employer as part of the introduction package). 7.3 The costs of the pension scheme will be borne jointly by the Employer and the Employee. The division of the costs is laid down in further detail in the pension scheme rules. The Employee hereby authorises the Employer to withhold the Employee's contribution from the gross salary, to the extent legally permitted and possible in equal instalments upon each salary payment (if applicable). The Employer will arrange for payment of the total premium to the Sectoral Pension Fund for Transport. 7.4 The Employer may amend the pension agreement without the Employee's consent if and insofar as it has a weighty interest in doing so that is of such a nature that the Employee's interests, insofar as they are harmed by the amendment, in all reasonableness and fairness must yield to the Employer's interest. 8. Holiday and Paid Leave 8.1 The Employee will be entitled to 25 days' holiday each calendar year, on the basis of a 40-hour working week. If the Employee performed work during only a part of the year, the number of days' holiday will be calculated proportionately. 8.2 The Employee must timely inform the CEO of GXO Logistics, Inc., in writing, of any wishes with respect to the beginning and end of the Employee's holiday period. 8.3 The Employee will be required to take days' holiday as much as possible in the year in which they are accrued. 8.4 In addition to days' holiday, the Employee may be entitled to other forms of paid leave in accordance with the Work and Care Act (Wet Arbeid en Zorg), including but not limited to parental leave, maternity leave, (additional) birth leave, adoption leave, emergency leave, short-term care leave and long-term care leave. The CLA Professional Road Haulage does not apply to this employment contract; however, solely for the purpose of determining the types of other paid leave to which the Employee is entitled, the parties agree to also follow the forms of paid leave set out in the CLA Professional Road Haulage (Beroepsgoederenvervoer). 9. Illness and Occupational Disability 9.1 If the Employee is unable to perform the agreed work due to illness, the Employee will be obliged to inform the Employer thereof before 10 a.m. on the first day of illness, stating the expected period of illness and the correct address at which the Employee can be reached during that period. As soon as the Employee knows on what day the Employee will be able to resume work, the Employee will inform the Employer thereof immediately. Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 4 of 9 GXO - Confidential 9.2 If the Employee is unfit to perform the agreed work due to illness, the Employee will remain entitled to continued payment of wages for a maximum period of 104 weeks or up to the date of termination of the employment contract if that date is earlier. The CLA Road Haulage does not apply to this employment contract; however, for the purpose of determining the applicable percentage of continued salary payment during illness, the parties agree to follow the corresponding provisions set out in the CLA Road Haulage, as amended from time to time. 10. Confidentiality 10.1 The Employee acknowledges that in the course of their employment they will be exposed and have access to Confidential Information (as defined below). The Employee has therefore agreed to accept the restrictions set out in this article 10. 10.2 “Confidential Information” is defined as trade secrets or other technical or commercially sensitive information of the Employer or any Group Company and its/their officers, shareholders, customers, clients or suppliers in whatever form (whether in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located and whether or not marked “confidential”), including (without limitation) such information falling within the following categories: 10.3 Know-How; is defined as any and all trade secrets within the meaning of the Trade Secrets Directive (Directive (EU) 2016/943) and related Dutch Trade Secrets Act (Wet Bescherming Bedrijfsgeheimen), secret formulas, inventions, designs, standards, technical and other data or information, processes, methods, draft materials and business methods and any and all related information, knowledge, details, commercial practices and improvements; Connections; costings, profit margins, discounts, rebates and other financial information; marketing strategies and tactics; current activities and current and future plans relating to all or any of development, production or sales including the timing of all or any such matters; information about employees including their particular areas of expertise and terms of employment; remuneration and benefit strategies for employees; research and development; manufacture or production, controls including quality controls; strategies and tactics; the development of new products and services and/or new lines of business development and maintenance; policies and procedures; and career path and appraisal details of employees; providing that the foregoing shall not apply to information widely known outside of the Group or which has been publicly available or disseminated by the Employer and/or its group companies, save (in either case) through the default of the Employee; 10.4 The Employee will not either during their employment (including without limitation any period of absence or non-active status) or after its termination (without limit in time) disclose, make use of, or encourage or permit the use of any Confidential Information for any purposes other than those of the Employer and for the benefit of the Employer or any group company. 10.5 All documents, manuals, hardware and software provided by the Employer or any group company for the Employee’s use and any data or documents (including copies) produced, maintained or stored on the Employer’s computer systems or other electronic equipment (including mobile telephones or devices) remain the property of the Employer or group company, as applicable. 10.6 The Employee shall be responsible for protecting the confidentiality of the Confidential Information and shall: a. use their best endeavours to prevent the use, disclosure or communication of any Confidential Information by any person, company or organisation; and b. inform the CEO of GXO Logistics, Inc. immediately on becoming aware, or suspecting, that any such person, firm or company or organisation knows or has used any Confidential Information. 10.7 The restrictions contained in this clause do not apply to any disclosure by the Employee: Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 5 of 9 GXO - Confidential a. which amounts to a protected disclosure within the meaning of policy on disclosure operated by the Employer from time to time; b. in order to report an offence to a law enforcement agency or to co-operate with a criminal investigation or prosecution; c. for the purposes of reporting misconduct, or a serious breach of regulatory requirements to any body responsible for supervising or regulating the matters in question; d. for the purposes of reporting an allegation of discrimination or harassment at work in accordance with the Employer’s policy or to the Equality and Human Rights Commission; e. authorised by the CEO of GXO Logistics, Inc. or required in the ordinary and proper course of the Employee’s employment or required by the order of a court of competent jurisdiction or by an appropriate regulatory authority; f. any information which the Employee can demonstrate was known to the Employee prior to the commencement of their employment by the Employer or is in the public domain otherwise than as a result of a breach by the Employee of this clause or any other duties and obligations owed to the Employer or any group company; or g. or as otherwise required by law. 10.8 The provisions of this article 10 are without prejudice to the duties and obligations of the Employee which exist at common law or in equity. 10.9 The provisions of this Clause 10 shall survive any termination of this employment contract and shall remain in force in relation to any item of Confidential Information for so long as it is still properly regarded by the Employer and any group company as being confidential. 11. Restrictive Covenants 11.1 It is hereby agreed, acknowledged and understood that: a. these covenants are agreed with the Employer acting on its own behalf and for and on behalf of any and all other group companies; b. the Employer shall be at liberty to enforce these covenants on its own behalf and/or for and on behalf of any other group company (whether in respect of actual or anticipated damage to itself or to any other group company); c. notwithstanding the termination of this employment contract (howsoever arising), these covenants will remain in full force and effect; d. damages are unlikely to be an adequate remedy for a breach of these restrictive covenants and (without prejudice to the Employer’s right to seek damages) injunctive relief will be an appropriate and necessary remedy in the event of an actual or anticipated breach of these restrictions; e. the Employer shall be at liberty to seek and recover damages occasioned as a result of a breach of these restrictive covenants, whether in respect of losses that are suffered by itself and/or by any other group company (and in the event that the Employer recovers damages for losses suffered by any other group company, it shall account to that group company for any such damages); f. at the request of the Employer the Employee will enter into a direct agreement or undertaking with any other group company whereby the Employee will accept restrictions and provisions Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 6 of 9 GXO - Confidential corresponding to the restrictions and provisions in article 10 and this article 11 (or such of them as may be appropriate in the circumstances). 11.2 The Employee will not without the prior written consent of the Employer or, where appropriate, group company, directly or indirectly and whether alone or in conjunction with or on behalf of any other person and whether as a principal, director, employee, agent, consultant, partner or otherwise: a. for a period of 12 months from the termination of this employment contract (the “Termination Date”) so as to compete (or to compete in the future) with the Employer or any group company: (i) induce, solicit or entice away (or endeavour to induce solicit or entice away) from the Employer or any group company, the business or custom of any customer for the supply or provision of products or services; (ii) supply or provide any products or services to any customer (or endeavour to do so); (iii) do or attempt to do anything which causes or may cause a customer to cease or reduce materially its orders or contracts or intended orders or contracts with the Employer or any group company or alter its terms of business with and to the detriment of the Employer and/or any group company; (iv) do or attempt to do anything which causes or may cause any supplier or potential supplier to cease, alter or reduce materially its supplies to the Employer or any group company or alter its terms of business with and to the detriment of the Employer and/or group company; (v) in connection with any business in, or proposing to be in, competition with the Employer, or any other group company employ, engage or (vi) appoint or in any way cause to be employed, engaged or appointed any employee, agent, director, consultant or independent contractor employed, appointed or engaged by the employee or any group company in a senior, executive, professional, technical, marketing, distribution, sales or managerial capacity, whether or not such person would commit any breach of their contract of employment or engagement by leaving the service of the Employer or any other group company; (vii) within any area or territory in which the Employee worked during their employment and/or in relation to which the Employee was responsible for, or involved in, the supply of products or services in the during their employment, for a period of 12 months from the Termination Date, be employed, engaged, concerned or provide technical, commercial or professional advice to any other business (whether conducted on its own or as part of a wider entity) which supplies or provides (or intends to supply or provide or is otherwise taking steps preparatory to supplying or providing) the products or services in direct or indirect competition with those parts of the business of the Employer or any group company in respect of which the Employee was materially engaged or involved, or for which they were responsible, or in respect of which they were in possession of Confidential Information during their employment. b. use or seek to register, in connection with any business, any name, internet domain name (URL), social media account or other device which includes the name or device of the Employer or any group company, any identical or similar sign or any sign or name previously used by the Employer or any group company or at any time after the Termination Date represent themselves as connected with the Employer or any group company in any capacity. 11.3 None of the restrictions set out in article 11.2 shall apply to prevent the Employee from being interested, for investment purposes only, in any business, whether as a member, debenture holder or beneficial owner of any stock, shares or debentures listed or dealt in on a recognised investment exchange and Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 7 of 9 GXO - Confidential which do not represent more than 4% of the total share or loan capital from time to time in issue in such company. 11.4 Whilst the restrictions in this article 11 (on which the Employee hereby acknowledges they have had an opportunity to take independent legal advice) are regarded by the parties as fair and reasonable, each of the restrictions in this article 11 is intended to be separate and severable. If any restriction is held to be void but would be valid if part of the wording were deleted, such restriction will apply with so much of the wording deleted as may be necessary to make it valid or effective. 12. Sidelines 12.1 During the term of the employment contract, the Employee must refrain from undertaking or holding any sidelines or additional posts, such as committee work, or managerial or other activities for associations, foundations or other organisations of an idealistic, cultural, sporting, political or other nature, whether or not for consideration, without the Employer's prior written consent, regardless of whether the Employer is either partly or fully aware of such activities. 13. Personal Data Protection 13.1 The following paragraphs provide a summary of the Employer's operations related to the processing of the Employee's personal data. The provided information is not exhaustive and does not serve to meet statutory information requirements (e.g., under the General Data Protection Regulation). For purpose of the latter, reference is made to the Employee Privacy Notice which is attached to this employment contract as Appendix 2 and which includes more comprehensive and detailed information regarding the processing of the Employee's personal data, the duration thereof and the Employee's rights in connection therewith. 13.2 The Employer will – among others – be entitled to process personal data relating to the Employee (and any of the Employee's family members) to the extent that this is necessary for (i) the performance of the employment contract, (ii) compliance with a legal obligation and/or (iii) the purposes of the legitimate interests pursued by the Employer. 13.3 The Employer processes the Employee's personal data for the purpose of its personnel records, including management of the Employee's activities, for the purpose of its payroll records, including making payments to the Employee and implementing applicable employment conditions, all of the foregoing in the broadest sense, and to comply with its statutory obligations, including calculating, recording and paying taxes and contributions for the Employee. 13.4 For the purposes listed above, and provided that the Employer has a legitimate interest in doing so – for instance with a view to a proposed merger or acquisition – the Employer may also transfer the Employee's personal data to third parties (including accountants, lawyers and advisers) and other companies affiliated with the Employer, which may be located in other countries, both inside and outside the European Union. 13.5 The Employer will process the personal data in a proper and careful manner in accordance with the law. Furthermore, the Employer has taken appropriate technical and organisational measures to sufficiently safeguard the personal data and to preserve their confidential nature, regardless of whether such data are processed in the Netherlands or elsewhere. 13.6 The Employee will be entitled to contact the Employer with a reasonable request to review, correct, supplement, delete or block the Employee's personal data. Furthermore, the Employee will notify the Employer of any changes in the Employee's personal data in a timely fashion. Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 8 of 9 GXO - Confidential 14. Company Documents, Company Equipment and Access 14.1 The Employee will be obliged to exercise due care in handling any company documents, in any form whatsoever, and any company equipment made available. 'Company equipment' includes in any event the lease car with accessories, access pass/key, laptop, mobile phone and credit card. 14.2 Upon termination of the employment contract, the Employee will be obliged to return all company documents and company equipment to the Employer in good condition. Furthermore, the Employee will be obliged to return such company property should the Employer so demand, for example in the event of occupational disability or non-active service for other reasons. 14.3 If the Employee has been placed in non-active service, the Employer will be entitled to deny the Employee access to its premises and/or buildings and to disable the Employee's user account on its networks (intranet and internet). 15. Penalty Clause 15.1 Notwithstanding the provisions of Section 7:650(3), (4) and (5) of the Dutch Civil Code, if the Employee violates any of the obligations set out in article e.g., 9 (Illness and Occupational Disability), 10 (Confidentiality), 11 (Non-Competition), 12 (Sidelines) and 14 (Company Documents, Company Equipment and Access), the Employee will forfeit to the Employer an immediately due and payable penalty of EUR 50,000 for each violation as well as a penalty of EUR 5,000 for each day that the violation continues, without prejudice to the Employer's right to claim specific performance of the employment contract in addition to that penalty and full compensation instead of that penalty. 16. Collective Bargaining Agreement 16.1 This employment contract will not be governed by the provisions of any collective bargaining agreement (CAO). 17. Company Policies 17.1 The Employee declares to have received a copy of the company policies and declares to accept the content thereof. 17.2 The provisions of the company policies form an integral part of this employment contract. The Employer will be entitled to unilaterally amend the content of the company policies. 18. Amendment to Employment Conditions 18.1 In accordance with Section 7:613 of the Dutch Civil Code, the Employer will be authorised to unilaterally amend the conditions contained in this employment contract if and insofar as it has a weighty interest in doing so that is of such a nature that the Employee's interests, insofar as they are harmed by the amendment, in all reasonableness and fairness must yield to the Employer's interest. 19. Applicable Law 19.1 This employment contract is governed by Dutch law. [Signature page will follow, intentionally left blank] Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

Page 9 of 9 GXO - Confidential Signed in duplicate originals on _____________. ___________________________ ___________________________ GXO Logistics Netherlands B.V. Bart Beeks Willem Veekens Statutory Director ___________________________ GXO Logistics Netherlands B.V. Bouke Laskewitz Statutory Director Appendices: 1. Job Description 2. Employee Privacy Notice Docusign Envelope ID: 384FB5AB-C0A5-4AD2-A023-EEBE873DE554 2/12/2026

JOB DESCRIPTION Job Title: COO Business Unit: Corporate Office location: Any GXO location Department: Executive Job Type: (perm/FTC/temp) Perm Function: Operations Context & Job Purpose The Chief Operating Officer will serve as GXO’s operational architect, charged with unifying and scaling a global network that spans thousands of sites and a diverse workforce. Rather than customer acquisition, this role focuses on execution at scale— embedding automation, digitization, and standardized processes to deliver efficiency, reliability, and resilience. The COO will modernize GXO’s operating model, elevate organizational capability, and ensure that the company’s scale and systems can support sustained growth and innovation well into the future. Key responsibilities • Global Operations Leadership: Oversee end-to-end operations, ensuring efficiency and excellence worldwide. • Strategic & Business Planning: Translate corporate priorities into clear operating plans with KPIs. • Performance Management: Drive accountability for financial and operational results. • Capability Building: Develop leadership pipelines and foster a high-performance culture. • Organizational Design: Align structures and governance to unify operations. • Transformation Leadership: Lead enterprise-wide change, embedding automation and improvement. • Standardization & Scalability: Establish global standards and shared services to reduce complexity. • Technology Partnership: Work with the CIO to integrate automation, data, and platforms. • Outsourcing & Shared Services: Identify where centralization, outsourcing, or automation adds value. • Implementation Oversight: Ensure disciplined rollout of new initiatives and integrations. Experience Required Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97

• The COO will be a seasoned operations executive with global experience leading large-scale, multi-site logistics and supply chain organizations • Proven record of driving excellence, profitability, and transformation through scalable frameworks and automation. • This leader will combine strategic vision with executional discipline, inspiring a diverse workforce while engaging credibly with customers, partners, and stakeholders. • Industry Background: Leadership in international supply chain, distribution, or contract logistics. • Operational Expertise: P&L responsibility with a record of revenue growth and margin expansion. Qualifications Required • Bachelor’s degree in one of the following: Business Administration, Supply Chain Management / Logistics, Industrial Engineering, Operations Management, Economics, Mechanical / Systems / Industrial Engineering or similar • Advanced degree in Business Administration, Supply Chain, or similar is preferred • Trained in Lean Six Sigma, Kaizen, Shingo or any other related tools Skills Required • Enterprise Transformation: Led large-scale change, including centralization and redesign. • Organizational Design: Skilled in aligning structures and processes across global operations. • Commercial Alignment: Partnered with commercial leaders to deliver customer-focused solutions. • Technology & Innovation: Embedded automation and digital platforms into operations. • Enterprise Leadership: Executive presence with ability to lead dispersed teams and influence at board level. • Strategic Mindset: Anticipates shifts and translates vision into strategies. • Change Leadership: Guides transformation with clarity, resilience, and empathy. • Systems Thinking: Integrates people, processes, and technology into scalable models. • Ambiguity Tolerance: Thrives in evolving, dynamic environments. Docusign Envelope ID: C40785F6-23BD-422C-A7B2-531E170FDF97


Delaware						86-2098312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

Two American Lane Greenwich, Connecticut						06831
(Address of Principal Executive Offices)						(Zip Code)


GXO Logistics, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2025
Table of Contents
						Page
Part I
Item 1. Business						1
Item 1A. Risk Factors						6
Item 1B. Unresolved Staff Comments						17
Item 1C. Cybersecurity						17
Item 2. Properties						19
Item 3. Legal Proceedings						19
Item 4. Mine Safety Disclosures						19
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities						20
Item 6. [Reserved]						22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk						32
Item 8. Financial Statements and Supplementary Data						33
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure						73
Item 9A. Controls and Procedures						73
Item 9B. Other Information						74
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections						74
Part III
Item 10. Directors, Executive Officers and Corporate Governance						75
Item 11. Executive Compensation						75
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters						75
Item 13. Certain Relationships and Related Transactions, and Director Independence						75
Item 14. Principal Accountant Fees and Services						75
Part IV
Item 15. Exhibits and Financial Statement Schedules						76
Item 16. Form 10-K Summary						79
Signatures						80


	Facilities				Square Footage
Locations	Leased Facilities	Owned Facilities	Customer Facilities(1)	Total	Leased Facilities	Owned Facilities	Customer Facilities(1)	Total
					(in millions)
United Kingdom	191	3	189	383	22	1	38	61
United States	155	—	170	325	45	—	37	82
Europe (2)	180	—	102	282	42	—	30	72
Other (3)	35	—	18	53	4	—	2	6
Total	561	3	479	1,043	113	1	107	221


	8/2/21		12/31/21		12/31/22		12/31/23		12/31/24		12/31/25
GXO	$	100.00	$	144.01	$	67.69	$	96.97	$	68.97	$	83.46
S&P 400 MidCap Index	100.00		105.57		90.28		103.33		115.93		122.78
S&P 500 Technology Index	100.00		113.85		80.94		126.59		171.76		211.80
S&P 500 Transportation Index	100.00		110.27		88.61		97.57		96.16		106.28


	Year Ended December 31,
(In millions, except percentages)	2025		2024		$ Change		% Change
Revenue	$	13,178	$	11,709	$	1,469	13	%
Direct operating expense	11,190		9,853		1,337		14	%
Selling, general and administrative expense	1,106		1,061		45		4	%
Depreciation and amortization expense	457		415		42		10	%
Transaction and integration costs	54		76		(22)		(29)	%
Restructuring costs and other	27		25		2		8	%
Regulatory matter and litigation expense	65		59		6		10	%
Net loss on divestiture of business	34		2		32		n/m
Operating income	245		218		27		12	%
Other income (expense), net	(8)		31		(39)		n/m
Interest expense, net	(133)		(103)		(30)		29	%
Income before income taxes	104		146		(42)		(29)	%
Income tax expense	(68)		(8)		(60)		n/m
Net income	$	36	$	138	$	(102)	(74)	%


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	December 31,
(In millions, except percentages)	2025		2024		$ Change		% Change
Current assets	$	3,288	$	2,641	$	647	24	%
Long-term assets	8,974		8,625		349		4	%
Current liabilities	3,875		3,189		686		22	%
Long-term liabilities	5,372		5,042		330		7	%


GXO
Summarized Results of Operations
Standalone and Unconsolidated (Unaudited)


GXO
Summarized Assets and Liabilities
Standalone and Unconsolidated (Unaudited)


GXO Capital
Summarized Results of Operations
Standalone and Unconsolidated (Unaudited)


	Year Ended
(In millions)	December 31, 2025
Revenue	$	—
Costs and expenses	—
Operating income	—


Interest expense, net	(2)
Income tax (expense) benefit	—


Loss attributable to GXO Capital standalone	$	(2)


			Page
Report of Independent Registered Public Accounting Firm			34
Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3			37
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 , 202 4 and 202 3			38
Consolidated Balance Sheets as of December 31, 202 5 and 202 4			39
Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3			40
Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3			42
Notes to Consolidated Financial Statements			43
Note 1 - Organization			43
Note 2 - Basis of Presentation and Significant Accounting Policies			43
Note 3 - Revenue Recognition			49
Note 4 - Segment Information			50
Note 5 - Acquisition and D ivestiture			51
Note 6 - Goodwill			53
Note 7 - Intangible Assets			53
Note 8 - Property and Equipment			54
Note 9 - Leases			54
Note 10 - Debt and Financing Arrangements			56
Note 11 - Fair Value Measurements and Financial Instruments			58
Note 12 - Accrued Expenses			61
Note 13 - Stockholders’ Equity			61
Note 14 - Stock-Based Compensation			62
Note 15 - Employee Benefit Plans			65
Note 16 - Restructuring Costs and Other			67
Note 17 - Income Taxes			68
Note 18 - Commitments and Contingencies			73


	Year Ended December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2025		2024		2023
Revenue	$	13,178	$	11,709	$	9,778
Direct operating expense	11,190		9,853		8,035
Selling, general and administrative expense	1,106		1,061		998
Depreciation and amortization expense	457		415		361
Transaction and integration costs	54		76		34
Restructuring costs and other	27		25		25
Regulatory matter and litigation expense	65		59		—
Net loss on divestiture of business	34		2		7
Operating income	245		218		318
Other income (expense), net	(8)		31		1
Interest expense, net	(133)		(103)		(53)
Income before income taxes	104		146		266
Income tax expense	(68)		(8)		(33)
Net income	36		138		233
Net income attributable to Noncontrolling Interests (“NCI”)	(4)		(4)		(4)
Net income attributable to GXO	$	32	$	134	$	229

Earnings per share
Basic	$	0.28	$	1.12	$	1.93
Diluted	$	0.28	$	1.12	$	1.92

Weighted-average shares outstanding used in computation of earnings per share
Basic	115,677		119,413		118,908
Diluted	116,303		119,798		119,490


	Common Stock					APIC		Retained Earnings		AOCIL		Equity Before NCI		NCI		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount		Treasury stock
December 31, 2022	118,728	$	1	$	—	$	2,575	$	323	$	(254)	$	2,645	$	33	$	2,678
Net income	—	—		—		—		229		—		229		4		233
Other comprehensive income	—	—		—		—		—		15		15		1		16
Stock-based compensation	—	—		—		35		—		—		35		—		35
Vesting of stock compensation awards	555	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	(226)	—		—		(12)		—		—		(12)		—		(12)
Dividends to NCI	—	—		—		—		—		—		—		(4)		(4)
December 31, 2023	119,057	$	1	$	—	$	2,598	$	552	$	(239)	$	2,912	$	34	$	2,946
Net income	—	—		—		—		134		—		134		4		138
Other comprehensive loss	—	—		—		—		—		(74)		(74)		(3)		(77)
Stock-based compensation	—	—		—		39		—		—		39		—		39
Vesting of stock compensation awards	607	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock compensation awards	(168)	—		—		(8)		—		—		(8)		—		(8)
Dividends to NCI	—	—		—		—		—		—		—		(3)		(3)
December 31, 2024	119,496	$	1	$	—	$	2,629	$	686	$	(313)	$	3,003	$	32	$	3,035
Net income (loss)	—	—		—		—		32		—		32		4		36
Other comprehensive income	—	—		—		—		—		112		112		—		112
Stock-based compensation	—	—		—		47		—		—		47		—		47
Vesting of stock compensation awards	587	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock-based compensation awards	(215)	—		—		(9)		—		—		(9)		—		(9)
Common stock repurchased	(5,356)	—		(202)		—		—		—		(202)		—		(202)
Dividends to NCI	—	—		—		—		—		—		—		(4)		(4)
December 31, 2025	114,512	$	1	$	(202)	$	2,667	$	718	$	(201)	$	2,983	$	32	$	3,015


	December 31,
(In millions)	2025		2024
Current assets	$	519	$	107
Investments in non-guarantor subsidiaries	2,361		3,819
Notes receivable from non-guarantor subsidiaries	860		1
Other noncurrent assets	81		56
Total assets	$	3,821	$	3,983

Accounts payable to non-guarantor subsidiaries	$	384	$	268
Current debt	400		50
Other current liabilities	93		59
Long-term debt	1,758		2,278
Notes payable to non-guarantor subsidiaries	210		127
Other noncurrent liabilities	167		5
Total liabilities	$	3,012	$	2,787


						Estimated Useful Life
Buildings						40 years
Leasehold improvements						Shorter of useful life or term of lease
Warehouse equipment, fleet and other						3 to 15 years
Technology and automated systems						3 to 15 years
Computer equipment						1 to 5 years
Internal-use software						1 to 5 years


	Year Ended December 31,
(In millions)	2025		2024		2023
United Kingdom	$	6,296	$	5,248	$	3,664
United States	3,158		3,087		2,909
Netherlands	1,035		922		831
France	822		809		830
Spain	651		571		529
Italy	405		391		382
Other	811		681		633
Total	$	13,178	$	11,709	$	9,778


	Year Ended December 31,
(In millions)	2025		2024		2023
Omnichannel retail	$	6,406	$	5,360	$	4,100
Technology and consumer electronics	1,644		1,541		1,467
Industrial and manufacturing	1,529		1,339		1,078
Food and beverage	1,381		1,331		1,331
Consumer packaged goods	1,258		1,259		1,027
Other	960		879		775
Total	$	13,178	$	11,709	$	9,778


(In millions)
ASSETS
Current assets
Cash and cash equivalents	$	90
Accounts receivable	238
Other current assets	65
Total current assets	393
Long-term assets
Property and equipment	128
Operating lease assets	177
Intangible assets(1)	532
Other long-term assets	152
Total long-term assets	989
Total assets	$	1,382
LIABILITIES
Current liabilities
Accounts payable	$	67
Accrued expenses	293
Current debt	7
Current operating lease liabilities	41
Other current liabilities	147
Total current liabilities	555
Long-term liabilities
Long-term debt	215
Long-term operating lease liabilities	136
Other long-term liabilities	240
Total long-term liabilities	591
Total liabilities	$	1,146
Net assets purchased	$	236
Purchase price	$	958
Goodwill recorded(2)	$	722


(In millions)
Balance as of December 31, 2023	$	2,891
Acquisitions(1)	730
Foreign exchange translation(2)	(72)
Balance as of December 31, 2024	3,549
Acquisition(1)	(4)
Wincanton Divestment(3)	(4)
Foreign exchange translation(2)	240
Balance as of December 31, 2025	$	3,781


(In millions)	2026		2027		2028		2029		2030		Thereafter
Estimated amortization expense	$	108	$	105	$	93	$	79	$	72	$	452


(In millions)	Finance Leases		Operating Leases
2026	$	68	$	854
2027	51		706
2028	42		513
2029	34		348
2030	30		245
Thereafter	296		563
Total lease payments	521		3,229
Less: Interest	(195)		(440)
Present value of lease liabilities	$	326	$	2,789


		December 31,
(In millions, except percentages)	Rate(1)	2025		2024
Unsecured notes due 2026(2)	1.65%	$	400	$	399
Unsecured notes due 2029(3)	6.25%	594		593
Unsecured notes due 2031(4)	2.65%	398		397
Unsecured notes due 2034(5)	6.50%	491		490
Euro Unsecured notes due 2030 (€500 principal)(6)	3.75%	580		—
Three-Year Term Loan due 2025(7)	—%	—		50
Five-Year Term Loan due 2027(8)(9)	5.19%	275		399
Finance leases and other debt	Various	327		303
Total debt		$	3,065	$	2,631
Less: Current debt(10)		446		110
Long-term debt		$	2,619	$	2,521


	Year Ended December 31, 2025						Year Ended December 31, 2024
(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income		Gain (Loss) Reclassified from AOCIL into Net Income		Gain (Loss) Recognized in Net Income (Excluded from effectiveness testing)		Amount of Gain (Loss) Recognized in Other Comprehensive Income		Gain (Loss) Reclassified from AOCIL into Net Income		Gain (Loss) Recognized in Net Income (Excluded from effectiveness testing)
Net investment hedges(1):
Cross-currency swaps	$	(252)	$	(3)	$	3	$	108	$	4	$	3
Cash flow hedges(1):
Interest rate swaps	$	(3)	$	—	$	—	$	(1)	$	—	$	—
Fair value hedges(2):
Cross-currency swaps	$	(1)	$	—	$	—	$	—	$	—	$	—


	Foreign Currency Adjustment
(In millions)	Foreign Currency Translation Adjustments		Net Investment Hedges		Cash Flow Hedges		Fair Value Hedges		Defined Benefit Plans		Less: AOCIL attributable to NCI		AOCIL attributable to GXO
As of December 31, 2022	$	(156)	$	7	$	7	$	—	$	(112)	$	—	$	(254)
Other comprehensive income (loss) before reclassifications	72		(66)		(3)		—		(3)		(1)		(1)
Amounts reclassified to net income	—		(3)		—		—		2		—		(1)
Tax amounts	1		15		1		—		—		—		17
Other comprehensive income (loss), net of tax	73		(54)		(2)		—		(1)		(1)		15
As of December 31, 2023	$	(83)	$	(47)	$	5	$	—	$	(113)	$	(1)	$	(239)
Other comprehensive income (loss) before reclassifications	(113)		108		(1)		—		(60)		3		(63)
Amounts reclassified to net income	—		(7)		—		—		3		—		(4)
Tax amounts	1		(23)		—		—		15		—		(7)
Other comprehensive income (loss), net of tax	(112)		78		(1)		—		(42)		3		(74)
As of December 31, 2024	$	(195)	$	31	$	4	$	—	$	(155)	$	2	$	(313)
Other comprehensive income (loss) before reclassifications	344		(252)		(3)		(1)		(45)		—		43
Amounts reclassified to net income	—		—		—		—		5		—		5
Tax amounts	(2)		57		—		—		9		—		64
Other comprehensive income (loss), net of tax	342		(195)		(3)		(1)		(31)		—		112
As of December 31, 2025	$	147	$	(164)	$	1	$	(1)	$	(186)	$	2	$	(201)



(In thousands, except per share)	Number of Stock Options	Weighted-Average Exercise Price		Weighted-Average Remaining Term
Outstanding as of December 31, 2024	895	$	64.67	6 years

Exercised	(6)	12.12
Forfeited or expired	(157)	64.91
Outstanding as of December 31, 2025	732	$	65.07	4 years
Exercisable as of December 31, 2025	568	$	65.05	4 years


	RSUs			PSUs
(In thousands, except per share)	Number of RSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Outstanding as of December 31, 2024	1,379	$	52.38	457	$	58.11
Granted	1,193	39.75		328	41.27
Vested(1)	(590)	53.12		(2)	74.84
Forfeited	(214)	46.87		(79)	62.65
Outstanding as of December 31, 2025	1,768	$	44.27	704	$	48.34


		December 31,
(In millions)	Level	2025		2024
Cash and cash equivalents and other	Level 1	$	28	$	17

Fixed income securities	Level 1	—		2
Cash and cash equivalents	Level 2	34		123

Equities	Level 2	103		93
Fixed income securities	Level 2	1,831		1,719

Repurchase agreements(1)	Level 2	(322)		(388)
Total net assets in fair value hierarchy		$	1,674	$	1,566
Private markets(2)		195		204

Investments, at fair value		$	1,869	$	1,770


(In millions)	Severance		Other		Total
Balance as of December 31, 2024	$	10	$	—	$	10
Charges incurred	23		4		27
Payments	(14)		(6)		(20)
Non-cash reductions	(4)		2		(2)
Balance as of December 31, 2025	$	15	$	—	$	15


		December 31,
(In millions)	Expiration Date (1)	2025		2024
Federal net operating losses for all U.S. operations	N/A	$	—	$	17
Tax effect (before federal benefit) of state net operating losses	Various times starting in 2026	4		3
Federal tax credit carryforwards	Various times starting in 2035	4		—
State tax credit carryforwards	Various times starting in 2026	8		8
Foreign net operating losses available to offset future taxable income	Various times starting in 2026	274		326


(In millions)	Beginning Balance		Additions	Reductions	Ending Balance
2025(1)	$	26	29	(11)	$	44
2024(2)	$	50	5	(29)	$	26
2023(3)	$	44	16	(10)	$	50


Exhibit Number						Description
2.1						Separation and Distribution Agreement by and between XPO Logistics, Inc. and GXO Logistics, Inc., dated as of August 1, 2021 (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 August 2, 2021).
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).
3.1						Amended and Restated Certificate of Incorporation of GXO Logistics, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
3.2						The Amendment to the Amended and Restated Certificate of Incorporation of GXO Logistics, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on May 23, 2024).
3.3						Second Amended and Restated Bylaws of GXO Logistics, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
4.1						Indenture, dated as of July 2, 2021, among GXO Logistics, Inc. and Wells Fargo Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 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).
4.2						First Supplemental Indenture, dated as of July 2, 2021, among GXO Logistics, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 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).
4.3						Second Supplemental Indenture, dated as of May 6, 2024, by and between GXO and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), 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 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. 001-40470) filed with the SEC on October 1, 2021).


4.8						Description of Securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 17, 2022).
10.1						Tax Matters Agreement by and between XPO Logistics, Inc. and GXO Logistics, Inc., dated as of August 1, 2021 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
10.2						Employee Matters Agreement by and between XPO Logistics, Inc. and GXO Logistics, Inc., dated as of August 1, 2021 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
10.3						Intellectual Property License Agreement by and between XPO Logistics, Inc. and GXO Logistics, Inc., dated as of July 30, 2021 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
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).
10.5						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. 001-40470) filed with the SEC on April 1, 2024).
10.7						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 10.2 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on April 1, 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. 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (Commission file no. 001-40470) filed with the SEC on June 9, 2021).
10.10+						GXO Logistics, Inc. 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
10.11+						GXO Logistics, Inc. Severance Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
10.12+						GXO Logistics, Inc. Cash Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K (Commission file no. 001-40470) filed with the SEC on August 2, 2021).
10.13+						Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on November 2, 2021).
10.14+						Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on November 2, 2021).
10.15+						Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on May 5, 2022).
10.16+						Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (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 5, 2022).


10.17+						Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on May 8, 2024).
10.18+						GXO Logistics, Inc. 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. 001-40470) filed with the SEC on June 9, 2021).
10.24+						Service Agreement between XPO Supply Chain UK Limited and Malcolm Wilson, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 (Commission file no. 001-40470) filed with the SEC on June 9, 2021).
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. 4 to the Registration Statement on Form 10 (Commission file no. 001-40470) filed with the SEC on July 15, 2021).
10.27+						Service Agreement between XPO Supply Chain UK Limited and Karlis Kirsis, dated as of July 9, 2021 (incorporated by reference to Exhibit 10.14 to the Company’s Amendment No. 4 to the Registration Statement on Form 10 (Commission file no. 001-40470) filed with the SEC on July 15, 2021).
10.28+						Pension Top Up Letter between XPO Logistics Europe and Karlis Kirsis, dated as of July 9, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Amendment No. 4 to the Registration Statement on Form 10 (Commission file no. 001-40470) filed with the SEC on July 15, 2021).
10.29+						Offer Letter between XPO Logistics, Inc. and Baris Oran, dated as of April 20, 2021 (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 (Commission file no. 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. and Elizabeth Fogarty, dated as of October 22, 2021 (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 001-40470) filed with the SEC on November 2, 2021).
10.32+						Offer Letter between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 14, 2021 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (Commission file no. 001-40470) filed with the SEC on February 15, 2024).
10.33+						Service Agreement between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 12, 2021 (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 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. 001-404070) filed with the SEC on August 6, 2024).
10.36+						Service Agreement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of February 23, 2024 (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 August 6, 2024).
10.37+						Pension Top Up Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of April 10, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 001-404070) filed with the SEC on August 6, 2024).
10.38+						Agreement and Promise of Reimbursement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file no. 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, 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.
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 Annual Report on Form 10-K for the fiscal year ended December 31, 202 5 .
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 Annual Report on Form 10-K for the fiscal year ended December 31, 202 5 .
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 Annual Report on Form 10-K for the fiscal year ended December 31, 202 5 .
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 Annual Report on Form 10-K for the fiscal year ended December 31, 202 5 .
97.1*						GXO Logistics, Inc. Amended and Restated Clawback Policy.
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.
***						Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted exhibits to the SEC or its staff upon its request.
+						This exhibit is a management contract or compensatory plan or arrangement.


		GXO Logistics, Inc.

Date: February 25, 2026	By:	/s/ Patrick Kelleher
		Patrick Kelleher
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 25, 2026	By:	/s/ Baris Oran
		Baris Oran
		Chief Financial Officer
		(Principal Financial Officer)


Signature	Title	Date

/s/ Patrick Kelleher	Chief Executive Officer	February 25, 2026
Patrick Kelleher	(Principal Executive Officer)

/s/ Baris Oran	Chief Financial Officer	February 25, 2026
Baris Oran	(Principal Financial Officer)

/s/ Paul Blanchett	Chief Accounting Officer	February 25, 2026
Paul Blanchett	(Principal Accounting Officer)

/s/ Patrick Byrne	Director	February 25, 2026
Patrick Byrne	(Chairman)

/s/ Marlene Colucci	Director	February 25, 2026
Marlene Colucci	(Lead Independent Director)

/s/ Todd Cooper	Director	February 25, 2026
Todd Cooper

/s/ Matt Fassler	Director	February 25, 2026
Matt Fassler

/s/ Michael Kneeland	Director	February 25, 2026
Michael Kneeland

/s/ Julio Nemeth	Director	February 25, 2026
Julio Nemeth

/s/ Torsten Pilz	Director	February 25, 2026
Torsten Pilz

/s/ Laura Wilkin	Director	February 25, 2026
Laura Wilkin

/s/ Kyle Wismans	Director	February 25, 2026
Kyle Wismans


Entity						Location of Incorporation
GXO Enterprise Services, LLC						Delaware
GXO Logistics Europe SAS						France
GXO Logistics Netherlands BV						Netherlands
GXO Logistics Netherlands III BV						Netherlands
GXO Logistics Spain SL						Spain
GXO Logistics Holdings BV						Netherlands
GXO Logistics Capital BV						Netherlands
GXO Logistics Holdings UK Unlimited						United Kingdom
GXO Logistics UK II Limited						United Kingdom
Northern Commercials (Mirfield) Limited						United Kingdom
GXO Logistics UK Limited						Scotland
GXO Logistics France SAS						France
GXO Logistics Italy SPA						Italy
GXO Logistics Finance, LLC						Delaware
GXO Logistics Worldwide Holding Company, LLC						Delaware
GXO Logistics Worldwide, LLC						Delaware
GXO Logistics Holding Company						Delaware
GXO Logistics Supply Chain, Inc.						North Carolina
GXO Warehouse Company, Inc.						Iowa
Wincanton Holdings Limited						United Kingdom