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What changed in GXO Logistics, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GXO Logistics, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+175 added−156 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-18)

Top changes in GXO Logistics, Inc.'s 2025 10-K

175 paragraphs added · 156 removed · 123 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur strategy addresses growth and optimization by focusing on core verticals that demonstrate enduring demand over time and where we already have a deep presence. We expect to attract new customers and expand the services we provide to existing customers through new projects, thus earning more of their logistics spend.
Biggest changeGXO creates short- and long-term value for customers and shareholders through our unique combination of technology, scale and expertise. Our strategy addresses growth and optimization by focusing on core verticals that demonstrate enduring demand over time and where we already have a deep presence.
Our talent development infrastructure provides resources to employees who aspire to grow 4 throughout their careers, such as tailored skills development, training and mentoring. In addition, we maintain a robust pipeline of future operations leaders by using structured sponsorships and additional learning techniques to develop internal candidates who demonstrate high potential to advance from supervisory roles into site leader positions.
Our talent development infrastructure provides resources to employees who aspire to grow throughout their careers, such as tailored skills development, training and mentoring. In addition, we maintain a robust pipeline of future operations leaders by using structured sponsorships and additional learning techniques to develop internal candidates who demonstrate high potential to advance from supervisory roles into site leader 4 positions.
We believe our ability to process and act upon data is a key competitive advantage and differentiator. Customers and Markets We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services.
We believe our ability to process and act upon data is a key competitive advantage and differentiator. 2 Customers and Markets We provide our customers with high-value-added warehousing and distribution, order fulfillment, e-commerce, reverse logistics and other supply chain services.
In 2021, we established environmental targets to track and prioritize our reduction of Scopes 1 and 2 GHG emissions and increase waste diversion rates globally. Part of our environmental strategy focuses on improving the energy efficiency of our buildings.
In 2021, we established environmental 3 targets to track and prioritize our reduction of Scopes 1 and 2 GHG emissions and increase waste diversion rates globally. Part of our environmental strategy focuses on improving the energy efficiency of our buildings.
We compete based on our ability to deliver quality service, reliability, scope and scale of operations, technological capabilities, expertise and pricing. Our competitors include local, regional, national and international companies that offer services similar to those we provide. Our competitors include CEVA Logistics, DHL Group, DSV, GEODIS, ID Logistics Group, Kuehne + Nagel and Ryder Systems.
We compete based on our ability to deliver quality service, reliability, scope and scale of operations, technological capabilities, expertise and pricing. Our competitors include local, regional, national and international companies that offer services similar to those we provide. Our competitors include CEVA Logistics, DHL Group, DSV, GEODIS, ID Logistics Group, Kuehne + Nagel and Ryder System.
Our warehouse management system creates a synchronized environment across automation platforms to control these technologies holistically, providing an integrated solution. We have found that autonomous goods-to-person systems and cobots, which assist workers with the inventory picking process, can improve labor productivity. Stationary robot arms can repeat demanding tasks with greater precision than is possible manually.
Our warehouse management systems create a synchronized environment across automation platforms to control these technologies holistically, providing an integrated solution. We have found that autonomous goods-to-person systems and cobots, which assist workers with the inventory picking process, can improve labor productivity. Stationary robot arms can repeat demanding tasks with greater precision than is possible manually.
Item 1. Business. Company Overview GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry.
Item 1. Business. Company Overview GXO Logistics, Inc., together with its subsidiaries (“GXO,” the “Company,” “our,” or “we”), is the largest pure-play contract logistics provider in the world and a foremost innovator in the industry.
As of December 31, 2024, our approximately 152,000 team members operated in 1,030 facilities worldwide totaling approximately 218 million square feet of space, primarily on behalf of large corporations that have outsourced their warehousing, distribution and other related activities to us. Our revenue is diversified among over one thousand customers, including many multinational corporations, across numerous verticals.
As of December 31, 2025, our approximately 154,000 team members operated in 1,043 facilities worldwide totaling approximately 221 million square feet of space, primarily on behalf of large corporations that have outsourced their warehousing, distribution and other related activities to us. Our revenue is diversified among over one thousand customers, including many multinational corporations, across numerous verticals.
In 2024, our top five customers combined accounted for no more than 20% of our total revenue, and no customer represented more than 6%. Our revenue is highly diversified due to our expertise across multiple verticals, reflecting our customers’ principal industry sectors.
In 2025, our top five customers combined accounted for approximately 20% of our total revenue, and no customer represented more than 6%. Our revenue is highly diversified, reflecting our expertise across multiple verticals and our customers’ principal industry sectors.
Employee Profile As of December 31, 2024, we operated in 27 countries with approximately 152,000 team members (comprising approximately 105,000 full-time and part-time employees and 47,000 temporary workers engaged through third-party agencies). Our workforce is located: 50% in the United Kingdom, 28% in Europe (excluding the United Kingdom), 20% in North America and 2% in Latin America and Asia combined.
Employee Profile As of December 31, 2025, we operated in 26 countries with approximately 154,000 team members (comprising approximately 105,000 full-time and part-time employees and 49,000 temporary workers engaged through third-party agencies). Our workforce is located: 52% in the United Kingdom, 27% in Europe (excluding the United Kingdom), 20% in North America and 1% in Latin America and Asia combined.
In 2024, 46% of our revenue was from Omnichannel retail, 13% from Technology and consumer electronics, 11% from Industrial and manufacturing, 11% from Food and beverage, 11% from Consumer packaged goods, and 8% from other industries, with the vast majority of our revenue generated in the United Kingdom, the United States, the Netherlands, France, Spain and Italy.
In 2025, 49% of our revenue was from Omnichannel retail, 12% from Technology and consumer electronics, 12% from Industrial and manufacturing, 10% from Food and beverage, 10% from Consumer packaged goods, and 7% from other industries, with the vast majority of our revenue generated in the United Kingdom, the United States, the Netherlands, France, Spain and Italy.
Technology enables us to add value to our customers’ end-to-end operations in terms of cost, efficiency, accuracy and environmental impact. Investments in cutting-edge technology are a major growth driver for our business. Our highly scalable warehouse management platform is built on the cloud to speed the deployment of new ways to increase efficiency and leverage our footprint.
Investments in cutting-edge technology are a major growth driver for our business. 1 Our highly scalable warehouse management platform is built on the cloud to speed the deployment of new ways to increase efficiency and leverage our footprint.
We have developed analytics that predict surges in demand using a combination of historical data and customer forecasting. 2 As an industry leader that invests in technology, we have access to an immense amount of data, as well as the analytical processing capabilities to capitalize on that data by incorporating our learnings into customer solutions.
As an industry leader that invests in technology, we have access to an immense amount of data, as well as the analytical processing capabilities to capitalize on that data by incorporating our learnings into customer solutions.
We collaborate with customers to create action plans that reduce emissions related to their supply chains through technology-enabled solutions. 3 Our environmental sustainability strategy is designed to be applicable globally while also compliant with local environmental regulations. Throughout our business, GXO has identified GHG emissions and waste associated with operations as our greatest opportunities to reduce our environmental impact.
Our environmental sustainability strategy is designed to be applicable globally while also compliant with local environmental regulations. Throughout our business, GXO has identified GHG emissions and waste associated with operations as our greatest opportunities to reduce our environmental impact.
Karlis Kirsis has served as Chief Legal Officer since August 2021, after serving as Senior Vice President, European Chief Legal Officer, Corporate Secretary for XPO, a role he had held since February 2020. Mr.
Oran will continue to serve as Chief Financial Officer until his departure or until such earlier date as his successor is appointed. Karlis Kirsis has served as Chief Legal Officer since August 2021, after serving as Senior Vice President, European Chief Legal Officer, Corporate Secretary for XPO, a role he had held since February 2020. Mr.
Oran joined XPO in May 2021 as Chief Financial Officer of XPO’s Logistics segment after having previously served as Chief Financial Officer of the Sabanci Group, one of Turkey’s largest publicly traded companies. Mr. Oran served as Chief Financial Officer of Sabanci from 2016 to 2021, prior to which he held other senior finance roles at the company.
Baris Oran has served as Chief Financial Officer since August 2021. Mr. Oran joined XPO in May 2021 as Chief Financial Officer of XPO’s Logistics segment after having previously served as Chief Financial Officer of the Sabanci Group, one of Turkey’s largest publicly traded companies. Mr.
Our Strategy We design and operate the most advanced warehouse solutions in the world. Our strategy is to help our customers manage their warehouse needs for optimal efficiency, using our network of people, technology and other physical assets. We deliver value to customers in the form of technological innovations, process efficiencies, cost efficiencies and reliable outcomes.
GXO was incorporated as a Delaware corporation in February 2021. Our Strategy We design and operate the most advanced warehouse solutions in the world. Our strategy is to help our customers manage their warehouse needs for optimal efficiency, using our network of people, technology and other physical assets.
For many of our customers, the logistics component of their supply chain accounts for a sizeable portion of their greenhouse gas (“GHG”) emissions and waste footprint.
For many of our customers, the logistics component of their supply chain accounts for a sizeable portion of their greenhouse gas (“GHG”) emissions and waste footprint. We collaborate with customers to create action plans that reduce emissions related to their supply chains through technology-enabled solutions.
Our services are highly responsive to customer goals, such as increasing visibility in the supply chain, decreasing fulfillment times and mitigating environmental impacts, while being proactive in identifying potential improvements. GXO creates short- and long-term value for customers and shareholders through our unique combination of technology, scale and expertise.
We deliver value to customers in the form of technological innovations, process efficiencies, cost efficiencies and reliable outcomes. Our services are highly responsive to customer goals, such as increasing visibility in the supply chain, decreasing fulfillment times and mitigating environmental impacts, while being proactive in identifying potential improvements.
Fogarty was employed by Citi as the Managing Director and Head of Global Consumer Banking Public Affairs from October 2013 to September 2021 and before that as the Director of Corporate Communications and Vice President of Global Public Affairs. 5 Richard Cawston has served as Chief Revenue Officer and President of Europe since December 2023, after serving as President of Europe for GXO since August 2021 and President of XPO Logistics Europe – Supply Chain since September 2017.
Fogarty was employed by Citi as the Managing Director and Head of Global Consumer Banking Public Affairs from October 2013 to September 2021 and before that as the Director of Corporate Communications and Vice President of Global Public Affairs. 5 Corinna Refsgaard has served as Chief Human Resources Officer since April 2024. Prior to her time with GXO, Ms.
For example, up to 30% of consumer goods bought online are returned, and this creates increased volumes at certain times of the year.
For example, up to 30% of consumer goods bought online are returned, and this creates increased volumes at certain times of the year. We have developed analytics that predict surges in demand using a combination of historical data and customer forecasting.
The majority of our employees in Europe and the United Kingdom were covered by collective bargaining agreements, while none of our employees in North America were covered by collective bargaining agreements. As of December 31, 2024, approximately 32% of our global workforce were women, and 68% of our full-time workforce in the U.S. were ethnic minorities.
The majority of our employees in Europe and the United Kingdom were covered by collective bargaining agreements, while none of our employees in North America were covered by collective bargaining agreements.
To aid in executing our strategy, we have instilled a culture that focuses on delivering mutually beneficial results for our customers and our company with the highest legal and ethical standards and clear policies and practices to support compliance throughout our organization. 1 Technology and Intellectual Property Contract logistics is becoming more and more complex, as changing consumer expectations and preferences continue to drive a need for faster delivery times, higher levels of returned inventory and better visibility throughout the supply chain.
To aid in executing our strategy, we have instilled a culture that focuses on delivering mutually beneficial results for our customers and our company with the highest legal and ethical standards and clear policies and practices to support compliance throughout our organization.
Traditional warehousing solutions are no longer sufficient to fill these needs. The industry needs scaled technology players, like GXO, to deliver these complex solutions. Technology is a core competitive advantage for GXO and fundamental to how we win and retain business.
The industry needs scaled technology players, like GXO, to deliver these complex solutions. Technology is a core competitive advantage for GXO and fundamental to how we win and retain business. Technology enables us to add value to our customers’ end-to-end operations in terms of cost, efficiency, accuracy and environmental impact.
We integrate best practices to drive productivity, with a focus on automation and other levers of profitable growth.
We expect to attract new customers and expand the services we provide to existing customers through new projects; thus earning more of their logistics spend. We integrate best practices to drive productivity, with a focus on automation and other levers of profitable growth.
Information About Our Executive Officers The following information relates to our current executive officers: Name Age Position Malcolm Wilson 66 Chief Executive Officer Baris Oran 51 Chief Financial Officer Karlis Kirsis 45 Chief Legal Officer Elizabeth Fogarty 55 Chief Communications Officer Richard Cawston 51 Chief Revenue Officer Corinna Refsgaard 57 Chief Human Resources Officer Malcolm Wilson has served as Chief Executive Officer and a director since August 2021, after serving as Chief Executive Officer of XPO Logistics Europe since September 2017.
Information About Our Executive Officers The following information relates to our current executive officers: Name Age Position Patrick Kelleher 57 Chief Executive Officer Baris Oran 52 Chief Financial Officer Karlis Kirsis 46 Chief Legal Officer Elizabeth Fogarty 56 Chief Communications Officer Corinna Refsgaard 58 Chief Human Resources Officer Bart Beeks 56 Chief Operating Officer Karen Bomber 52 Chief Commercial Officer Patrick Kelleher has served as Chief Executive Officer of the company since August 2025.
Removed
GXO was incorporated as a Delaware corporation in February 2021. On April 29, 2024, we completed the acquisition of Wincanton plc (“Wincanton”), a logistics company based in Chippenham, United Kingdom (the “Wincanton Acquisition”). Wincanton is a logistics provider specializing in warehousing and transportation solutions in the U.K. and Ireland.
Added
Technology and Intellectual Property Contract logistics is becoming more and more complex, as changing consumer expectations and preferences continue to drive a need for faster delivery times, higher levels of returned inventory and better visibility throughout the supply chain. Traditional warehousing solutions are no longer sufficient to fill these needs.
Removed
Wincanton services industries in grocery, retail and manufacturing, consumer goods, e-commerce, healthcare, defense, industrial, and energy. The Wincanton Acquisition is subject to a review by the Competition and Markets Authority (the “CMA”) in the U.K.
Added
Prior to GXO, he served as CEO, North America at DHL Supply Chain, from July 2024 to August 2025. Prior to this role, Mr. Kelleher served as DHL Supply Chain’s global chief development officer from April 2017 to June 2024 and CEO, Americas at Williams Lea Tag, when it operated under DHL’s ownership, from July 2015 to April 2017.
Removed
On November 14, 2024, the CMA referred the completed acquisition by GXO Logistics, Inc. of Wincanton plc for an in-depth investigation (“Phase 2”) with a statutory deadline of April 30, 2025. See Item 8 of Part II, “Financial Statements and Supplementary Data — Note — 4 Acquisitions” to the Consolidated Financial Statements for additional information.
Added
Oran served as Chief Financial Officer of Sabanci from 2016 to 2021, prior to which he held other senior finance roles at the company. On August 4, 2025, GXO and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer of GXO in March 2026. Mr.
Removed
He joined XPO in 2015 through XPO’s acquisition of Norbert Dentressangle, where he led the logistics division and served on the executive board. In December 2024, Mr. Wilson announced his retirement as Chief Executive Officer (“CEO”) and director of the Company in 2025. Baris Oran has served as Chief Financial Officer since August 2021. Mr.
Added
Bart Beeks has served as Chief Operating Officer of the company since January 2026. Mr. Beeks most recently served as chief operating officer of CEVA Logistics from June 2020 to June 2025. Prior to his role as chief operating officer, he served as Executive Vice President in Benelux and Senior Vice President of Operational Excellence at CEVA.
Removed
He joined XPO in 2015 through XPO’s acquisition of Norbert Dentressangle, where he was Managing Director of the logistics division in the United Kingdom and Ireland. Corinna Refsgaard has served as Chief Human Resource Officer since April 2024. Prior to her time with GXO, Ms.
Added
Before his career in logistics, Mr. Beeks served as a Commanding Officer in the Dutch Special Forces. Karen Bomber has served as Chief Commercial Officer of the company since January 2026. Prior to GXO, Ms.
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Bomber served as Chief Commercial Officer for ABB’s Energy Industries division from February 2023 to January 2026 and held leadership roles at Honeywell from June 2018 to January 2023, InVue Security Products from December 2012 to April 2018 and Tyco International from November 2011 to December 2012.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

42 edited+15 added−12 removed92 unchanged
Biggest changeIn addition, recently, regulatory and enforcement focus on data protection has heightened in the U.S. and abroad, particularly in the European Union (“EU”), and failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our business, its reputation, results of operations and financial condition.
Biggest changeIn addition, recently, regulatory and enforcement focus on data protection has heightened in the U.S. and abroad, particularly in the European Union (“EU”), and failure to comply with applicable U.S. or foreign data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our business, its reputation, results of operations and financial condition. 11 Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.
Our amended and restated certificate of incorporation provides that unless the board of directors otherwise determines, the state courts within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of GXO, any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer of GXO to GXO or to GXO stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, any action asserting a claim against GXO or any current or former director or officer of GXO arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, any action asserting a claim relating to or involving GXO governed by the internal affairs doctrine or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
Our amended and restated certificate of incorporation provides that unless the board of directors otherwise determines, the state courts within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of GXO, any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer of GXO to GXO or to GXO stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, any action asserting a claim against GXO or any current or former director or officer of GXO arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, any action asserting a claim relating to or 16 involving GXO governed by the internal affairs doctrine or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.
Any downgrade or announcement that we are under review for a potential downgrade of our current credit ratings by a credit rating agency, especially any downgrade to below investment grade, could increase our future borrowing costs, impair our ability to access capital and credit markets on terms commercially acceptable to us or at all, and result in a reduction in our liquidity, all of which could adversely affect our financial condition, results of operations and cash flows.
Any downgrade or announcement that we are under review for a potential downgrade of our current credit ratings by a credit rating agency, especially any downgrade to below investment grade, could increase our future borrowing costs, impair our ability to access capital and credit markets 12 on terms commercially acceptable to us or at all, and result in a reduction in our liquidity, all of which could adversely affect our financial condition, results of operations and cash flows.
Special risks, including accounting, regulatory, compliance, information technology or human resources issues may arise in connection with, or as a result of, the acquisition of an existing company, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired businesses, possible management distractions or the inability of the acquired business to achieve the levels of revenue, income, productivity or synergies we anticipate or otherwise perform as we expect on the timeline contemplated.
Special risks, including accounting, regulatory, compliance, information technology or human resources issues may arise in connection with, or as a result of, the acquisition of an existing company, including the assumption of unanticipated liabilities and contingencies, difficulties in integrating acquired businesses, possible management distractions or the inability of the acquired business to achieve the levels of revenue, income, productivity or 7 synergies we anticipate or otherwise perform as we expect on the timeline contemplated.
Many of our long-term customer contracts are fixed-price arrangements that limit our ability to pass on to our customers increases in labor costs due to low unemployment, increases in government unemployment benefits, competitive pressures, union activity or changes in federal or state minimum 6 wage or overtime laws and any such increases in labor costs could adversely affect our business, results of operations, cash flows and financial condition.
Many of our long-term customer contracts are fixed-price arrangements that limit our ability to pass on to our customers increases in labor costs due to low unemployment, increases in government unemployment benefits, competitive pressures, union activity or changes in federal or state minimum wage or overtime laws and any such increases in labor costs could adversely affect our business, results of operations, cash flows and financial condition.
We also rely on third parties and virtualized infrastructure to operate our information technology systems. Despite significant testing for risk management, external and internal risks, such as malware, insecure coding, “Acts of God,” data leakage and human error pose a 10 direct threat to the stability or effectiveness of our information technology systems and operations.
We also rely on third parties and virtualized infrastructure to operate our information technology systems. Despite significant testing for risk management, external and internal risks, such as malware, insecure coding, “Acts of God,” data leakage and human error pose a direct threat to the stability or effectiveness of our information technology systems and operations.
We may incur additional expenses both in the management of disclosure as well as potential changes in company operations to comply with the regulations. Certain jurisdictions have enacted legislation requiring certain companies to look in their supply chain and more actively manage risk and disclose non-financial metrics such as GHG emissions and health and safety.
We may incur additional expenses both in the management of disclosure as well as potential changes in company operations to comply with the regulations. Certain jurisdictions have enacted legislation requiring certain companies to look into their supply chain and more actively manage risk and disclose non-financial metrics such as GHG emissions and health and safety.
These provisions are not intended to make GXO immune from takeovers; however, these provisions will apply even if the offer may be considered beneficial by some stockholders 15 and could delay or prevent an acquisition that our board of directors determines is not in the best interests of GXO and our stockholders.
These provisions are not intended to make GXO immune from takeovers; however, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of GXO and our stockholders.
If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company. Risks Related to Our Common Stock Any stockholder’s percentage of ownership in GXO may be diluted in the future at any given time.
If, as a result of their assessment of our ESG practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company. 15 Risks Related to Our Common Stock Any stockholder’s percentage of ownership in GXO may be diluted in the future at any given time.
We have incurred debt obligations that could adversely affect our business and profitability and our ability to meet other obligations. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could materially and adversely affect our financial position and results of 11 operations.
We have incurred debt obligations that could adversely affect our business and profitability and our ability to meet other obligations. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could materially and adversely affect our financial position and results of operations.
Additionally, various jurisdictions, such as the State of California, the United Kingdom, and the European Union, have enacted legislation requiring certain companies disclose climate-related financial risk as well as GHG emissions, and other non-financial information. The requirements differ across regulations, increasing the cost of compliance.
Additionally, various jurisdictions, such as the State of California, the United Kingdom, and the European Union, have enacted legislation requiring certain companies to disclose climate-related financial risk as well as GHG emissions, and other non-financial information. The requirements differ across regulations, increasing the cost of compliance.
Managing bespoke customer requests related to ESG regulation may also increase our expenses. As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements 14 expand, we may have to undertake additional costs to control, assess and report on ESG metrics.
Managing bespoke customer requests related to ESG regulation may also increase our expenses. As the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand, we may have to undertake additional costs to control, assess and report on ESG metrics.
In addition, macro-economic headwinds such as inflation and supply change disruptions may increase the potential for labor shortages and heightened levels of employee turnover. Therefore, our inability to recruit a qualified temporary workforce may result in our inability to meet our customers’ performance targets.
In addition, macro-economic headwinds such as inflation and supply chain disruptions may increase the potential for labor shortages and heightened levels of employee turnover. Therefore, our inability to recruit a qualified temporary workforce may result in our inability to meet our customers’ performance targets.
In addition, we are subject to Section 203 of the Delaware General Corporate Law (the “DGCL”), which could have the effect of delaying or preventing a change of control.
In addition, we are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which could have the effect of delaying or preventing a change of control.
We face risks associated with the handling of customer inventory. Under some of our agreements, we maintain the inventory of our customers, some of which may be significant in value. Our failure to properly handle and safeguard such inventory exposes us to potential claims and expenses as well as harm to our business and reputation.
Under some of our agreements, we maintain the inventory of our customers, some of which may be significant in value. Our failure to properly handle and safeguard such inventory exposes us to potential claims and expenses as well as harm to our business and reputation.
With the increase in the use of social media outlets such as LinkedIn, X (formerly Twitter), Facebook, Instagram and YouTube, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. This unfavorable publicity could also require us to allocate significant resources to rebuild our reputation.
With the increase in the use of social media outlets such as LinkedIn, X, Facebook, Instagram and YouTube, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. This unfavorable publicity could also require us to allocate significant resources to rebuild our reputation. We face risks associated with the handling of customer inventory.
If we fail to successfully implement critical technology, if our technology does not provide the anticipated benefits or it does not meet market demands, we may be placed at a competitive disadvantage and could lose customers, materially adversely impacting our financial condition and results of operations.
If we fail to successfully implement critical technology, if our technology does not provide the anticipated benefits or it does not meet market demands, we may be placed at a competitive disadvantage and could lose customers, materially adversely impacting our financial condition and results of operations. 10 Risks Related to the Use of Artificial Intelligence and Emerging Technologies.
These regulatory agencies have authority and oversight of domestic and international activities. Our subsidiaries must also comply with applicable regulations and requirements of various agencies. The regulatory landscape in which we operate is constantly evolving and subject to significant change, including as a result of evolving political and social pressures.
Our subsidiaries must also comply with applicable regulations and requirements of various agencies. The regulatory landscape in which we operate is constantly evolving and subject to significant change, including as a result of evolving political and social pressures.
Increased competition and competitors’ acceptance of more onerous contractual terms could result in reduced revenues, reduced margins, higher operating costs or loss of market share, any of which could have a material adverse effect on our results of operations, cash flows and financial condition.
Increased competition and competitors’ acceptance of more onerous contractual terms could result in reduced revenues, reduced margins, higher operating costs or loss of market share, any of which could have a material adverse effect on our results of operations, cash flows and financial condition. 6 Increases in our labor costs to attract, develop and retain employees may have a material adverse effect on our business.
These costs are often billed to the customer over the expected length of the customer relationship. To the extent that a customer defaults on its obligations under its agreement with us, we could be forced to take a significant loss on the unrecovered portion of the upfront capital costs.
To the extent that a customer defaults on its obligations under its agreement with us, we could be forced to take a significant loss on the unrecovered portion of the upfront capital costs.
It is possible that users of these technologies, whether internally developed or purchased, could be claimed to infringe upon or violate the intellectual property rights of third parties.
We use both internally developed and purchased technologies in conducting our business. It is possible that users of these technologies, whether internally developed or purchased, could be claimed to infringe upon or violate the intellectual property rights of third parties.
A decline in interest rates or lower returns on funded plan assets may cause increases in the expense and funding requirements for the plans.
We maintain defined benefit pension plans in the U.K. A decline in interest rates or lower returns on funded plan assets may cause increases in the expense and funding requirements for the plans.
We depend on our ability to attract and retain qualified employees, including our executive officers and managers. If we are unable to attract and retain such individuals, we may be unable to maintain our current competitive position within the industry, meet our customers’ expectations or successfully expand and grow our business.
If we are unable to attract, successfully onboard and retain such individuals, we may be unable to maintain our current competitive position within the industry, meet our customers’ expectations or successfully expand and grow our business.
To grow our operations and meet the needs and expectations of our customers, we must attract, develop and retain a large number of hourly employees while controlling labor costs.
Our workforce is comprised primarily of employees who work on an hourly basis. To grow our operations and meet the needs and expectations of our customers, we must attract, develop and retain a large number of hourly employees while controlling labor costs.
Material increases in liability claims or workers’ compensation claims, the unfavorable resolution of claims or our failure to recover, in full or in part, under indemnity provisions could materially and adversely affect our operating results. In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could affect our earnings.
Material increases in liability claims or workers’ compensation claims, the unfavorable resolution of claims or our failure to recover, in full or in part, under indemnity provisions could materially and adversely affect our operating results.
We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities and earnings are denominated in foreign currencies. We present our financial statements in U.S. dollars (“USD”), but we hold a significant proportion of our net assets and generate income in non-USD currencies, primarily the Euro and British pound sterling.
We present our financial statements in U.S. dollars (“USD”), but we hold a significant proportion of our net assets and generate income in non-USD currencies, primarily the Euro and British pound sterling.
The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. The repurchase program may be suspended or discontinued at any time and, even if fully implemented, may not enhance long-term shareholder value. Item 1B. Unresolved Staff Comments. None.
The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. The repurchase program may be suspended or discontinued at any time and, even if fully implemented, may not enhance long-term shareholder value. As of December 31, 2025, the remaining authorization under the Repurchase Plan was $300 million. Item 1B.
Specifically, we may be exposed to the risk that temporary workers may not perform their assignments in a satisfactory manner or may not comply with our safety rules in an appropriate manner, whether as a result of their lack of experience or otherwise.
Specifically, we may be exposed to the risk that temporary workers may not perform their assignments in a satisfactory manner or may not comply with our safety rules in an appropriate manner, whether as a result of their lack of experience or otherwise. If such risks materialize, they could have a material adverse effect on our business and financial condition.
Although we typically partner with our new customers to ensure that onboarding is smooth, our inability to integrate new customers or operational sites into our technology systems or recruit additional employees to manage new customer relationships or the incurrence of higher than anticipated costs to onboard new customers may negatively affect our financial condition or operations. 8 In addition, our operations can require a significant commitment of capital in the form of shelving, racking and other warehousing systems that may be necessary to implement warehouse solutions for our customers.
Although we typically partner with our new customers to ensure that onboarding is smooth, our inability to integrate new customers or operational sites into our technology systems or recruit additional employees to manage new customer relationships or the incurrence of higher than anticipated costs to onboard new customers may negatively affect our financial condition or operations.
Our failure to meet our customers’ expectations during these seasonal peaks may negatively affect our customer relationships, could expose us to penalties under our contractual arrangements with customers and ultimately could negatively affect our business and our results of operations.
Our failure to meet our customers’ expectations during these seasonal peaks may negatively affect our customer relationships, could expose us to penalties under our contractual arrangements with customers and ultimately could negatively affect our business and our results of operations. 9 Damage to our reputation through unfavorable publicity or the actions of our employees or temporary workers could adversely affect our financial condition.
Additionally, significant regulatory changes at the federal, state or local level may negatively affect economic output, cause growth to slow, reduce consumer spending and sentiment and result in decreased demand for our services, negatively affecting our business and our results of operations.
If such regulations are adopted, they could increase our cost of operations or hinder our ability to meet our customers’ expectations and demands, either of which would negatively affect our business and our results of operations. 14 Additionally, significant regulatory changes at the federal, state or local level may negatively affect economic output, cause growth to slow, reduce consumer spending and sentiment and result in decreased demand for our services, negatively affecting our business and our results of operations.
We have experienced challenges of this nature relating to the infrastructure and systems of certain companies that we have acquired. Also, we may not realize all of the synergies we anticipate from past and potential future acquisitions.
We have experienced challenges of this nature relating to the infrastructure and systems of certain companies that we have acquired. Also, we may not realize all of the synergies we anticipate from past and potential future acquisitions. Among the synergies that we currently expect to realize are cross-selling opportunities to our existing customers, as well as network and operational efficiencies.
We are subject to claims and litigation related to our customer contracts and relationships, labor and employment, personal injury, vehicular accidents, cargo and other property damage, business practices, environmental liability and other matters, including claims asserted under various other theories of agency or employer liability, such as the investigation by Italian authorities into the deductibility of value-added tax payments by the Company to certain third-party cooperative labor providers.
We are subject to claims and litigation related to our customer contracts and relationships, labor and employment, personal injury, vehicular accidents, cargo and other property damage, business practices, environmental liability and other matters, including claims asserted under various other theories of agency or employer liability.
The Company regularly monitors developments in its jurisdictions and considers the impact of the tax-related proposals as they arise. We are subject to regulations, which could negatively impact our business. Our operations are regulated and licensed by various governmental agencies at the local, state and federal levels in the U.S. and in the foreign countries where we operate.
We are subject to regulations, which could negatively impact our business. Our operations are regulated and licensed by various governmental agencies at the local, state and federal levels in the U.S. and in the foreign countries where we operate. These regulatory agencies have authority and oversight of domestic and international activities.
If higher costs are incurred by us as a result of future changes in regulations, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers. 13 Proposed or pending legislative or regulatory changes, or future legislative or regulatory changes, at the federal, state or local level may decrease demand for our services, increase our costs, including our labor costs, and negatively affect our business and our results of operations.
If higher costs are incurred by us as a result of future changes in regulations, this could adversely affect our results of operations to the extent we are unable to obtain a corresponding increase in price from our customers.
We are subject to risks associated with defined benefit plans for our current and former employees, which could have a material adverse effect on our earnings and financial position. We maintain defined benefit pension plans in the U.K.
In addition, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could affect our earnings. 13 We are subject to risks associated with defined benefit plans for our current and former employees, which could have a material adverse effect on our earnings and financial position.
Risks Related to Environmental, Social and Governance Compliance with ESG laws and regulations could result in significant costs that adversely affect our consolidated results of operations.
Any period of heightened geopolitical tensions or conflict can increase financial market volatility and could negatively affect our ability to raise additional capital when required. Risks Related to Environmental, Social and Governance Compliance with ESG laws and regulations could result in significant costs that adversely affect our consolidated results of operations.
If such risks materialize, they could have a material adverse effect on our business and financial condition. 12 Risks Related to Litigation and Regulations We may be involved in lawsuits and are subject to various claims that could result in significant expenditures and impact our operations.
Risks Related to Litigation and Regulations We may be involved in lawsuits and are subject to various claims that could result in significant expenditures and impact our operations. The nature of our business exposes us to the potential for various types of claims and litigation.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region or decrease the profitability of our operations in that region. In addition, as we expand our business in foreign countries, we will be exposed to increased risk of loss from foreign currency fluctuations and exchange controls.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region or decrease the profitability of our operations in that region.
Damage to our reputation through unfavorable publicity or the actions of our employees or temporary workers could adversely affect our financial condition. Our success depends on our ability to consistently deliver operational excellence and strong customer service.
Our success depends on our ability to consistently deliver operational excellence and strong customer service.
Among the synergies that we currently expect to realize are cross-selling opportunities to our existing 7 customers, as well as network and operational efficiencies. Variances from these or other assumptions or expectations could adversely affect our financial condition and results of operations. We may not successfully manage our growth.
Variances from these or other assumptions or expectations could adversely affect our financial condition and results of operations.
Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations. We use both internally developed and purchased technologies in conducting our business.
It is not possible to predict all of the risks related to the use of AI and emerging technologies, and the occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations, and reputation.
Removed
Increases in our labor costs to attract, develop and retain employees may have a material adverse effect on our business. Our workforce is comprised primarily of employees who work on an hourly basis.
Added
We depend on our ability to attract and retain qualified employees, including our executive officers and managers. In particular, we recently hired a new Chief Executive Officer, Chief Operating Officer and Chief Commercial Officer, which officer assumed the duties of our former Chief Revenue Officer, and have announced changes in our Chief Financial Officer and Chief Accounting Officer.
Removed
The Competition and Markets Authority in the United Kingdom (the “CMA”) has referred the Wincanton Acquisition for an in-depth Phase 2 investigation. On February 29, 2024, the Company and the board of directors of Wincanton plc (“Wincanton”) reached an agreement on the terms of a cash offer by the Company for Wincanton.
Added
On June 19, 2025, we announced that the UK Competition and Markets Authority (“CMA”) had cleared GXO’s acquisition of Wincanton plc (“Wincanton”) subject to the divestment of a small number of Wincanton grocery contracts in the UK, and that integration would be permitted with the vast majority of the Wincanton business once certain administrative conditions were met.
Removed
On April 10, 2024, the Wincanton shareholders approved the Wincanton Acquisition and, on April 29, 2024, the Company completed the Wincanton 9 Acquisition. The Wincanton Acquisition was notified to the CMA which initiated its formal review of the transaction on September 9, 2024.
Added
Those conditions were met in the fall of 2025 and the integration of Wincanton into GXO has commenced.
Removed
Since completion of the transaction, Wincanton has been held separate from the Company pursuant to the terms of a customary initial enforcement order imposed by the CMA while it carries out its review.
Added
However, GXO has yet to divest of a small number of Wincanton grocery contracts as required by the CMA and we are unable to predict all the risks that could arise as a result of our divestment of these contracts or failure to achieve a successful divestment. We may not successfully manage our growth.
Removed
On November 1, 2024, the CMA announced that it intends to refer the Wincanton Acquisition for an in-depth Phase 2 investigation with a statutory deadline of April 30, 2025. The Company is reviewing the decision and will continue to engage constructively and collaboratively with the CMA.
Added
In addition, as we expand our business in foreign countries, we will be exposed to increased risk of loss from foreign currency fluctuations and exchange controls. 8 We are exposed to currency exchange rate fluctuations because a significant proportion of our assets, liabilities and earnings are denominated in foreign currencies.
Removed
As a result, the possible timing and likelihood of the CMA’s investigation is uncertain, and the CMA may require, in connection with granting its approval of the transaction, divestitures or ongoing restrictions on the operation of the combined business, each of which could have a material impact on the anticipated strategic benefits and synergies from the combination.
Added
In addition, our operations can require a significant commitment of capital in the form of shelving, racking and other warehousing systems that may be necessary to implement warehouse solutions for our customers. These costs are often billed to the customer over the expected length of the customer relationship.
Removed
Any delay in the receipt of regulatory approval from the CMA for the Wincanton Acquisition will result in greater transaction costs and professional fees.
Added
We use, and intend on continuing to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business, including to optimize our operations, improve efficiency, and enhance customer solutions across our global logistics network.
Removed
The success of the Wincanton Acquisition will depend, in significant part, on our ability to successfully integrate Wincanton and its subsidiaries, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination.
Added
Our use of AI subjects us to risks related to accuracy, intellectual property infringement or misappropriation, data privacy, cybersecurity, and regulatory compliance, among others, and deficiencies or failures of our AI systems could subject us to competitive harm, regulatory action, penalties, legal liability, or reputational harm.
Removed
If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Wincanton Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.
Added
Compliance with existing and future laws and regulations governing AI could be significant, may increase our operating expenses, require changes to our systems or processes, and could materially limit our ability to incorporate certain AI capabilities into our operations.
Removed
The nature of our business exposes us to the potential for various types of claims and litigation.
Added
In addition, our reliance on data obtained from internal systems, customers, vendors, cloud providers, and other third parties increases the risk that flawed, incomplete, biased, or compromised data could negatively impact AI-driven outputs and decision-making.
Removed
If such regulations are adopted, they could increase our cost of operations or hinder our ability to meet our customers’ expectations and demands, either of which would negatively affect our business and our results of operations.
Added
Despite measures we have implemented to manage these risks, our systems may remain vulnerable, and a failure to prevent, detect, or mitigate issues arising from the use of AI could result in operational disruptions, unauthorized access to or disclosure of confidential or proprietary information, litigation, regulatory enforcement actions, fines or penalties, increased costs, and reputational damage.
Removed
Any period of heightened geopolitical tensions or conflict can increase financial market volatility and could negatively affect our ability to raise additional capital when required. While we do not conduct business in Russia, the conflict and its effects could adversely affect our business, results of operations, cash flows and financial condition.
Added
Additionally, competitors or other third parties may incorporate AI, automation, robotics, or other emerging technologies into their operations more quickly or more successfully than we do, or develop superior solutions using such technologies, which could impair our ability to compete effectively.
Added
We are and plan on continuing to invest in emerging technologies, including humanoid robots, and such investments may not be successful, may not deliver the expected operational benefits, may require significant ongoing capital expenditures and operational changes, or may result in additional liabilities.
Added
On July 4, 2025, the One Big Beautiful Bill Act (P.L. 119-21) was signed into law. The legislation has multiple effective dates, with certain provisions effective in 2025 and others effective through 2027. The Company regularly monitors developments in its jurisdictions and considers the impact of the tax-related proposals as they arise.
Added
Proposed or pending legislative or regulatory changes, or future legislative or regulatory changes, at the federal, state or local level may decrease demand for our services, increase our costs, including our labor costs, and negatively affect our business and our results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our cybersecurity program and reporting on related matters to our Board of Directors. The CISO has over two decades of cyber security experience in a variety of industries including banking, aerospace, manufacturing and defense. A decade of this experience has been in senior leadership roles.
Biggest changeThe Company’s Chief Information Security Officer (“CISO”) is responsible for developing and implementing our cybersecurity program and reporting on related matters to our Board of Directors. The CISO has over two decades 17 of cyber security experience in a variety of industries including banking, aerospace, manufacturing and defense. A decade of this experience has been in senior leadership roles.
We have an Enterprise Risk Management Committee, comprising senior leaders from key functions, and a Cybersecurity Risk 16 Committee which utilize the National Institute of Standards and Technology (“NIST”) framework to ensure that these risks are clearly and effectively categorized and treated.
We have an Enterprise Risk Management Committee, comprising senior leaders from key functions, and a Cybersecurity Risk Committee which utilize the National Institute of Standards and Technology (“NIST”) framework to ensure that these risks are clearly and effectively categorized and treated.
The Enterprise Risk Management Committee and Cybersecurity Risk Management Committee meet regularly to consider any change to risk levels and ensure that the Company’s cybersecurity controls remain commensurate to those risk levels. These controls and their performance are constantly evaluated and evolved to ensure that the Company remains well protected against any new threats.
The Enterprise Risk Management Committee and Cybersecurity Risk Management Committee meet regularly to consider any change to risk levels and ensure that the Company’s cybersecurity controls remain commensurate with those risk levels. These controls and their performance are constantly evaluated and evolved to ensure that the Company remains well protected against any new threats.
“Risk Factors” for a discussion of cybersecurity risks. 17
“Risk Factors” for a discussion of cybersecurity risks. 18

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. As of December 31, 2024, we operated in 1,030 facilities, including our corporate and administrative offices, of which 420 facilities are owned or leased by our customers. We lease our global headquarters in Greenwich, Connecticut and our executive office in London, England. In the aggregate, we occupied approximately 218 million square feet in our locations.
Biggest changeItem 2. Properties. Our corporate headquarters is located in Greenwich, Connecticut. As of December 31, 2025, we operated 1,043 facilities, including our corporate and administrative offices. Of these, 479 facilities were owned or leased by our customers. Overall, we occupied approximately 221 million square feet across our locations.
(2) Locations are in Asia, Latin America and Canada.
(2) Europe exclusive of the United Kingdom. (3) Locations are in Asia, Canada and Latin America.
Removed
Facilities Square Footage Locations Leased Facilities Owned Facilities Customer Facilities (1) Total Leased Facilities Owned Facilities Customer Facilities (1) Total (in millions) United States 176 — 120 296 49 — 35 84 United Kingdom 209 4 186 399 21 1 36 58 Europe 184 — 97 281 41 — 30 71 Other (2) 37 — 17 54 4 — 1 5 Total 606 4 420 1,030 115 1 102 218 (1) Locations owned or leased by our customers.
Added
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 (1) Locations owned or leased by our customers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance Graph GXO became a standalone publicly traded company on August 2, 2021.
Biggest changeAs of December 31, 2025, $300 million remained available for repurchases under the plan. No shares were repurchased during the fourth quarter of 2025. Stock Performance Graph GXO became a standalone publicly traded company on August 2, 2021.
The following graph sets forth the cumulative total stockholder return to GXO’s stockholders for the period beginning August 2, 2021, through December 31, 2024, as well as the corresponding returns on the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index.
The following graph sets forth the cumulative total stockholder return to GXO’s stockholders for the period beginning August 2, 2021, through December 31, 2025, as well as the corresponding returns on the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index.
The stock performance assumes $100 was invested on August 2, 2021, in our common stock, the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index, including reinvestment of dividends through December 31, 2024. 8/2/21 12/31/21 12/31/22 12/31/23 12/31/24 GXO $ 100.00 $ 144.01 $ 67.69 $ 96.97 $ 68.97 S&P 400 MidCap Index 100.00 105.57 90.28 103.33 115.93 S&P 500 Technology Index 100.00 113.85 80.94 126.59 171.76 S&P 500 Transportation Index 100.00 110.27 88.61 97.57 96.16 19 Item 6. [Reserved]
The stock performance assumes $100.00 was invested on August 2, 2021, in our common stock, the S&P 400 MidCap Index, the S&P 500 Technology Index and the S&P 500 Transportation Index, including reinvestment of dividends through December 31, 2025. 20 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 21 Item 6. [Reserved]
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “GXO.” On February 13, 2025, there were approximately 74 record holders of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Dividends Our common stock is traded on the New York Stock Exchange under the symbol “GXO.” On February 20, 2026, there were approximately 58 record holders of our common stock.
Added
Issuer Purchases of Equity Securities On February 18, 2025, our Board of Directors approved the repurchase of up to $500 million of GXO’s common stock (the “Repurchase Plan”).
Added
The Repurchase Plan allows shares of common stock to be repurchased from time to time in management’s discretion, through various methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions, or otherwise. The Repurchase Plan does not obligate us to repurchase any specific number of shares and may be suspended or discontinued at any time.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

38 edited+28 added−14 removed25 unchanged
Biggest changeWe believe that we have significant discretion over the amount and timing of our capital expenditures as we are not subject to any agreement that would require significant capital expenditures on a designated schedule or upon the occurrence of designated events. 23 Financial Condition The following table summarizes our asset and liability balances as of December 31, 2024 and 2023: December 31, (In millions, except percentages) 2024 2023 $ Change % Change Total current assets $ 2,641 $ 2,568 $ 73 3 % Total long-term assets 8,625 6,939 1,686 24 % Total current liabilities 3,189 2,626 563 21 % Total long-term liabilities 5,042 3,935 1,107 28 % Total assets and liabilities increased from December 31, 2023 to December 31, 2024 primarily due to the Wincanton Acquisition.
Biggest changeFinancial Condition The following table summarizes our asset and liability balances as of December 31, 2025 and 2024: 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 % Current assets increased mainly due to higher cash balances from the issuance of long-term debt and increased accounts receivable, net of factoring.
Goodwill is tested at the reporting unit level, which is an operating segment or one level below, on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
Goodwill is tested at the reporting unit level, which is an operating segment or one level below, on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not 30 reduce the fair value of a reporting unit below its carrying value.
Discussions of 2022 financial condition and year-to-year comparisons between 2023 and 2022 are not included in this Annual Report and can be found in Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 financial condition and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report and can be found in Part II, Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in our Annual Report on Form 10-K for the year ended December 31, 2024.
We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These costs are primarily related to severance, including projects to optimize human resources, finance and information technology activities, and are not associated with customer attrition. Restructuring costs and other were $27 million for 2024, compared with $32 million for 2023.
We engage in restructuring actions as part of our ongoing efforts to best use our resources and infrastructure. These costs are primarily related to severance, including projects to optimize human resources, finance and information technology activities, and are not associated with customer attrition. Restructuring costs and other were $27 million for 2025, compared with $25 million for 2024.
Also, the following discussion and analysis of our financial condition and results of operations generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Also, the following discussion and analysis of our financial condition and results of operations generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For additional information see Note 4.
During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. For additional information, see Note 5. “Acquisition and Divestiture” to the Consolidated Financial Statements.
Direct operating expenses comprise both fixed and variable expenses and consist of operating costs related to our warehouse operations, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies and information technology expenses.
Direct operating expense comprises both fixed and variable costs and include operating expenses related to our warehouse operations, including personnel costs, rent expenses, utility costs, equipment maintenance and repair costs, transportation costs, costs of materials and supplies, and information technology expenses.
“Acquisitions” to the Consolidated Financial Statements. 25 Evaluation of Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination.
Evaluation of Goodwill We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination.
Other income, net was as follows: Year Ended December 31, (In millions, except percentages) 2024 2023 $ Change % Change Net periodic pension income $ 21 $ 8 $ 13 n/m Foreign currency gain (loss): Realized foreign currency option and forward contracts loss (5) (13) 8 (62) % Unrealized foreign currency option and forward contracts gain 11 4 7 n/m Foreign currency transaction and remeasurement loss (3) — (3) n/m Total foreign currency gain (loss) 3 (9) 12 n/m Other 7 2 5 n/m Other income, net $ 31 $ 1 $ 30 n/m n/m - not meaningful Interest expense, net increased due to the debt incurred for the Wincanton Acquisition.
Other income (expense), net was as follows: Year Ended December 31, (In millions, except percentages) 2025 2024 $ Change % Change Net periodic pension income $ 19 $ 21 $ (2) (10) % Foreign currency gain (loss): Realized loss on foreign currency contracts (12) (5) (7) n/m Unrealized gain (loss) on foreign currency contracts (7) 11 (18) n/m Foreign currency transaction and remeasurement loss, net of intercompany foreign currency contracts (4) (3) (1) 33 % Total foreign currency gain (loss) (23) 3 (26) n/m Other (4) 7 (11) n/m Other income (expense), net $ (8) $ 31 $ (39) n/m n/m - not meaningful 24 Interest expense, net increased due to the debt incurred for the Wincanton Acquisition.
The decrease in our effective income tax rate was driven by income tax benefits from the release of valuation allowances in 2024. Liquidity and Capital Resources Overview Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facility and factoring programs.
Liquidity and Capital Resources Overview Our ability to fund our operations and anticipated capital needs is reliant upon the generation of cash from operations, supplemented as necessary by periodic utilization of our revolving credit facility and factoring programs.
Cost-plus contracts provide for the payment of allowable costs incurred during the performance of the contract plus a specified margin. 20 On April 29, 2024, the Company completed the acquisition of Wincanton plc (“Wincanton”), a U.K. logistics provider specializing in both warehousing and transportation solutions (“the Wincanton Acquisition”). On October 23, 2023, the Company completed the acquisition of PFSweb, Inc.
Cost-plus contracts provide for the payment of allowable costs incurred during the performance of the contract plus a specified margin. 22 Acquisition In April 2024, the Company completed the acquisition of Wincanton plc (now “Wincanton Limited”), a U.K. logistics provider specializing in both warehousing and transportation solutions (“the Wincanton Acquisition”). The Wincanton Acquisition was subject to review by the U.K.
The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed.
Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed.
Interest expense, net was as follows: Year Ended December 31, (In millions, except percentages) 2024 2023 $ Change % Change Debt and capital leases $ 148 $ 96 $ 52 54 % Cross-currency swaps (39) (33) (6) 18 % Interest income (6) (10) 4 (40) % Interest expense, net $ 103 $ 53 $ 50 94 % Income before income taxes for 2024 decreased by $120 million, to $146 million, compared with $266 million for 2023.
Interest expense, net was as follows: Year Ended December 31, (In millions, except percentages) 2025 2024 $ Change % Change Debt and capital leases $ 175 $ 148 $ 27 18 % Cross-currency swaps (35) (39) 4 (10) % Interest income (7) (6) (1) 17 % Interest expense, net $ 133 $ 103 $ 30 29 % Income before income taxes for 2025 decreased by $42 million, to $104 million, compared with $146 million in 2024.
The decrease was mainly driven by higher transaction and integration costs, litigation expense, and interest expense, partially offset by higher other income, net. Income before income taxes for our domestic operations was a pre-tax loss of $88 million for 2024, compared with $97 million of pre-tax income in 2023.
The decrease was mainly driven by increased Other expense, net and Interest expense, net, partially offset by increased Operating income in 2025. Income before income taxes for our domestic operations was $11 million for 2025, compared with an $88 million loss in 2024.
A change in any of these assumptions would have an effect on the net periodic pension cost reported in the Consolidated Financial Statements. The discount rate is determined based on the yield on a portfolio of high-quality bonds, constructed to provide cash flows necessary to meet our pension plans’ expected future benefit payments, as determined for the accumulated benefit obligation.
The discount rate is determined based on the yield on a portfolio of high-quality bonds, constructed to provide cash flows necessary to meet our pension plans’ expected future benefit payments, as determined for the accumulated benefit obligation. A 50-basis-point decrease in the discount rate of the U.K.
Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified the following accounting policies to be the most critical as they are important to our financial condition and results of operations and require significant judgment and estimates on the part of management in their application.
We have identified the following accounting policies to be the most critical as they are important to our financial condition and results of operations and require significant judgment and estimates on the part of management in their application. Business Combinations We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting.
During 2024, we used $863 million, net of cash received, to fund the Wincanton Acquisition, used $359 million of cash to purchase property and equipment, partially offset by $61 million of proceeds from the sales of property and equipment and $4 million in net proceeds from the settlement of cross-currency swap agreements, excluding accrued interest.
In 2024, we used $863 million, net of cash received, to fund the Wincanton Acquisition, used $359 million to purchase property and equipment, received $61 million from the sale of property and equipment, and received $4 million from the settlement of net investment hedges.
Business Combinations We record tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values.
We allocate the fair value of purchase consideration to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is allocated to goodwill.
Selling, general and administrative expense (“SG&A”) primarily consists of salary and benefit costs for executive and certain administration functions, professional fees, bad debt expense and legal costs. SG&A for 2024 increased by 6%, or $63 million, to $1.1 billion, compared with $998 million in 2023. The increase was primarily driven by the acquisitions of Wincanton and PFS.
Selling, general and administrative expense (“SG&A”) primarily consists of salary and benefit costs for executive and certain administrative functions, professional fees, bad-debt expense and legal costs. SG&A for 2025 increased by 4%, or $45 million, to $1,106 million, up from $1,061 million in 2024.
Capital Expenditures Our future capital spending includes fulfillment costs and investments in technology and automation to improve the speed and accuracy of order fulfillment and the resiliency of our supply chains.
For additional information regarding our cash requirements from contractual obligations, indebtedness and lease obligations, and legal matters, see “Contractual Obligations” below. Capital Expenditures Our future capital spending includes fulfillment costs and investments in technology and automation to improve the speed and accuracy of order fulfillment and the resiliency of our supply chains.
We believe that our cash and cash equivalents on hand, our cash flows from operations, the borrowing capacity under our revolving credit facilities, and the use of our factoring programs will provide sufficient liquidity to operate our business and fund our current and assumed obligations for at least the next 12 months.
We believe that our cash and cash equivalents on hand, cash flows generated by our operations, borrowings available under our revolving credit facility, the use of our factoring programs, and refinancing options available to us in the capital markets, will provide sufficient liquidity to operate our business and meet our obligations for at least the next twelve months and for the foreseeable future thereafter.
Cash Flow Activity Our cash flows from operating, investing and financing activities, as reflected on our Consolidated Statements of Cash Flows, were summarized as follows: Year Ended December 31, (In millions, except percentages) 2024 2023 $ Change % Change Net cash provided by operating activities $ 549 $ 558 $ (9) (2) % Net cash used in investing activities (1,157) (410) (747) n/m Net cash provided by (used in) financing activities 636 (186) 822 n/m Effect of exchange rates on cash and cash equivalents (13) 13 (26) n/m Net increase (decrease) in cash, restricted cash and cash equivalents $ 15 $ (25) $ 40 n/m n/m - not meaningful Operating Activities Cash flows provided by operating activities for 2024 decreased by $9 million compared to 2023.
Additionally, both assets and liabilities increased due to foreign currency translation, specifically the strengthening of the British pound sterling and the Euro against the U.S. dollar compared to December 31, 2024. 26 Cash Flow Activity Our cash flows from operating, investing and financing activities, as reflected in our Consolidated Statements of Cash Flows, were summarized as follows: Year Ended December 31, (In millions, except percentages) 2025 2024 $ Change % Change Net cash provided by operating activities $ 434 $ 549 $ (115) (21) % Net cash used in investing activities (196) (1,157) 961 (83) % Net cash provided by financing activities 111 636 (525) (83) % Effect of exchange rates on cash and cash equivalents 23 (13) 36 n/m Net increase in cash, restricted cash and cash equivalents $ 372 $ 15 $ 357 n/m n/m - not meaningful Operating Activities Cash flows from operating activities decreased by $115 million in 2025 compared to 2024.
The primary source of cash from financing activities in 2024 was the issuance of long-term debt of $1.1 billion, partially offset by cash used to repay $408 million of debt, $45 million to repay finance lease obligations and $8 million in payments for employee taxes on net settlement of equity awards.
In 2024, we received $1.1 billion in proceeds from the issuance of long-term debt, used $286 million to repay debt, used $122 million to repay revolving credit facilities, used $45 million to repay finance lease obligations, used $9 million to pay debt issuance costs, and used $8 million to pay employee taxes on net settlement of equity awards.
Results of Operations Year Ended December 31, (In millions, except percentages) 2024 2023 $ Change % Change Revenue $ 11,709 $ 9,778 $ 1,931 20 % Direct operating expense 9,853 8,035 1,818 23 % Selling, general and administrative expense 1,061 998 63 6 % Depreciation and amortization expense 415 361 54 15 % Transaction and integration costs 76 34 42 n/m Restructuring costs and other 27 32 (5) (16) % Litigation expense 59 — 59 n/m Operating income 218 318 (100) (31) % Other income, net 31 1 30 n/m Interest expense, net (103) (53) (50) 94 % Income before income taxes 146 266 (120) (45) % Income tax expense (8) (33) 25 (76) % Net income $ 138 $ 233 $ (95) (41) % n/m - not meaningful Revenue for 2024 increased by 20%, or $1.9 billion, to $11.7 billion compared with $9.8 billion for 2023.
Results of Operations 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) % n/m - not meaningful Revenue for 2025 increased by 13%, or $1.5 billion, to $13.2 billion, up from $11.7 billion in 2024.
Retirement Plans would have decreased or increased our net periodic pension cost by approximately $9 million in 2025. For additional information see Note 15. “Employee Benefit Plans” to the Consolidated Financial Statements. New Accounting Standards Information related to new accounting standards is included in Note 2. “Basis of Presentation and Significant Accounting Policies” to the Consolidated Financial Statements. 26
An increase or decrease of 50 basis points in the expected return on plan assets for the U.K. Retirement Plans would have decreased or increased our net periodic pension cost by approximately $9 million in 2026. For additional information, see Note 15. “Employee Benefit Plans” to the Consolidated Financial Statements.
Financing Activities Financing activities generated $636 million of cash in 2024 and used $186 million in 2023.
Financing Activities Financing activities generated $111 million of cash in 2025 compared with $636 million in 2024.
This decline was driven by decreased net income after adjustments for non-cash items, offset by benefits from working capital activity compared to the prior year. Investing Activities Investing activities used $1.2 billion of cash in 2024 compared with $410 million in 2023.
The decrease was due to lower net income adjusted for the net effect of non-cash items and increased working capital consumption in 2025. Investing Activities Investing activities used $196 million of cash in 2025 compared with $1.2 billion in 2024.
Direct operating expense for 2024 increased by 23%, or $1.8 billion, to $9.9 billion compared with $8.0 billion for 2023. The increase primarily reflects $1.4 billion from the acquisitions of Wincanton and PFS, and higher personnel and temporary labor expenses in the U.K. and Ireland business from growth in the business.
Direct operating expense for 2025 increased by 14%, or $1.3 billion, to $11.2 billion, up from $9.9 billion in 2024. The increase primarily reflects $595 million from the Wincanton Acquisition and higher personnel and temporary labor costs driven by business growth. As a percentage of revenue, direct operating expense was 84.9% in 2025 and 84.1% in 2024.
Transaction and integration costs in 2024 primarily included $61 million related to the Wincanton Acquisition and $8 million related to the integration of PFS. Transaction and integration costs in 2023 primarily included $20 million related to the integration of Clipper Logistics plc and $12 million related to the PFS Acquisition.
Transaction and integration costs totaled $54 million in 2025, compared with $76 million in 2024. Transaction and integration costs in 2025 primarily included $48 million related to the Wincanton Acquisition. Transaction and integration costs in 2024 primarily included $61 million related to the Wincanton Acquisition and $8 million for the PFSweb, Inc. integration.
The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets. An increase or decrease of 50 basis points in the expected return on plan assets for the U.K.
Retirement Plans would have resulted in an estimated increase in the accumulated benefit obligation of approximately $94 million in 2025. The expected return on plan assets assumption is derived from the current and expected asset allocation of the pension plan assets, and it considers historical and expected returns for various classes of plan assets.
We continually evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources.
We continually 25 evaluate our liquidity requirements and capital structure in light of our operating needs, growth initiatives and capital resources. As of December 31, 2025, we held cash and cash equivalents of $854 million and restricted cash of $3 million, and we have $794 million of borrowing capacity available, net of letters of credit under our revolving credit facility.
The decrease from income to a loss in 2024 was primarily driven by higher transaction and integration costs, litigation expense and 22 interest expense for debt incurred for the Wincanton Acquisition. Income before income taxes for our foreign operations was $234 million for 2024 compared with $169 million in 2023.
In 2024, our transaction and integration costs were higher, and we reached a settlement agreement with one of our domestic customers, resulting in a $59 million expense. Income before income taxes for our foreign operations was $93 million for 2025, compared with $234 million in 2024.
In addition, we have obligations for agreements to purchase goods or services entered into in the ordinary course of business that are enforceable and legally binding. Critical Accounting Policies and Estimates We prepare our Consolidated Financial Statements in accordance with GAAP. We make assumptions, estimates and judgments that affect our reported amounts of assets, liabilities, revenues, expenses, gains and losses.
We make assumptions, estimates and judgments that affect our reported amounts of assets, liabilities, revenues, expenses, gains and losses. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations.
Restructuring costs and other in 2024 related to a restructuring plan designed to centralize certain finance, human resource and IT functions. Restructuring costs and other for 2023 included $16 million related to severance, $11 million for impairment charges, and $5 million associated with the exit of a non-core businesses in Asia.
Restructuring costs and other in 2025 consisted of severance paid to exiting individuals from the Company’s leadership team and severance paid as part of an initiative to optimize corporate expenses. Restructuring costs and other for 2024 related to a restructuring plan designed to centralize certain finance, human resource and IT functions from regional teams.
The increase primarily reflects $1.6 billion from the acquisitions of Wincanton and PFS. Also, revenue increased in our Continental Europe and U.K. and Ireland businesses, mainly driven by higher pricing. Foreign currency movements increased revenue by $109 million in 2024.
The increase primarily reflects $655 million from the Wincanton Acquisition and growth in our business from new contract implementations and pricing. Favorable foreign currency movements increased revenue by $352 million in 2025.
Depreciation and amortization expense for 2024 increased by $54 million to $415 million compared with $361 million for 2023. Depreciation and amortization expense increased primarily due to the acquisitions of Wincanton and PFS.
The increase was primarily driven by the Wincanton Acquisition and higher personnel costs. 23 Depreciation and amortization expense for 2025 increased by $42 million, to $457 million, up from $415 million in 2024. Amortization expense totaled $119 million and $108 million in 2025 and 2024, respectively. Depreciation and amortization expense increased primarily due to the Wincanton Acquisition.
Contractual Obligations As of December 31, 2024, our outstanding obligations under operating and finance leases were $2.5 billion and $276 million, respectively. For additional information see Note 9. “Leases” to the Consolidated Financial Statements.
Contractual Obligations As of December 31, 2025, our outstanding obligations included $2.8 billion in operating leases, $326 million in finance leases, and $2.8 billion in long-term debt, including the current portion.
For additional information regarding our cash requirements from contractual obligations, indebtedness and lease obligations, and legal matters, see Note 18. “Commitments and Contingencies,” Note 10. “Debt and Financing Arrangements” and Note 9. “Leases” to the Consolidated Financial Statements.
For additional information regarding our acquisitions, see Note 5. “Acquisition and Divestiture” to the Consolidated Financial Statements.
Removed
(“PFS”), an e-commerce order fulfillment company based in Irving, Texas (the “PFS Acquisition”). Due to the acquisitions of Wincanton in 2024 and PFS in 2023, comparisons in our results of operations between 2024 and 2023 are less meaningful. For additional information regarding our acquisitions, see Note 4. “Acquisitions” to the Consolidated Financial Statements.
Added
Competition and Markets Authority (the “CMA”). In June 2025, the CMA approved the Wincanton Acquisition, subject to the divestment of certain grocery contracts in the U.K. We expect to complete the Wincanton Divestment in 2026. Due to the acquisition of Wincanton in 2024, comparisons in our results of operations between 2025 and 2024 are less meaningful.
Removed
Direct operating expense also increased due to foreign currency movement in our U.K. and Ireland and Continental Europe businesses. As a percentage of revenue, direct operating expense was 84.1% and 82.2% in 2024 and 2023, respectively. The increase in Direct operating expense as a percentage of revenue was primarily related to the Wincanton Acquisition.
Added
Regulatory matter and litigation expense totaled $65 million in 2025, compared with $59 million in 2024. In 2025, we recorded $65 million of expense related to a regulatory matter regarding the deductibility of value-added tax payments we made to certain third-party service providers, which were challenged by the Italian authorities.
Removed
Depreciation and amortization expense included amortization of intangible assets acquired of $108 million and $71 million in 2024 and 2023, respectively. 21 Transaction and integration costs were $76 million in 2024, compared with $34 million for 2023.
Added
In 2024, we recorded $59 million of litigation expense related to a settlement agreement with one of our customers. Net loss on divestiture of business in 2025 and 2024 was $34 million and $2 million, respectively.
Removed
Litigation expense in 2024 related to a settlement agreement dated June 14, 2024. We recognized $59 million for the settlement, associated legal fees, and other related expenses. For additional information regarding our legal matters see Note 18. “Commitments and Contingencies” to the Consolidated Financial Statements. Other income, net increased due to higher pension income and foreign currency movements.
Added
In 2025, net loss on divestiture of business was primarily due to the write-down of certain grocery contract assets planned to be divested in 2026 as required under the CMA approval we received in 2025. Other income (expense), net decreased from income to expense, primarily due to foreign currency loss on foreign currency contracts.
Removed
In 2024, pension income primarily increased due to a defined benefit plan assumed in connection with the Wincanton Acquisition. In 2024, the Company recorded a gain of $8 million in connection with a real estate transaction.
Added
In 2025, we incurred a $65 million expense related to the settlement of a foreign regulatory matter and recorded a $34 million loss primarily due to a write-down loss on the divestment of certain grocery contracts. Income tax expense was $68 million in 2025, compared with $8 million in 2024.
Removed
The increase in 2024 was primarily driven by growth in the business and other income, net. Income tax expense was $8 million in 2024, compared with $33 million in 2023. Our effective tax rate was 5.6% in 2024 and 12.4% in 2023.
Added
Our effective tax rate was 65.4% in 2025 and 5.6% in 2024. The change in the Company’s effective tax rate was primarily driven by non-deductible regulatory matter and transaction costs in 2025 and the release of a valuation allowance in France in 2024.
Removed
As of December 31, 2024, we held cash and cash equivalents of $413 million, restricted cash of $72 million recorded in Other long-term assets, and we had $999 million of borrowing capacity available, net of letters of credit under our revolving credit facilities.
Added
The Organisation for Economic Co-operation and Development (“OECD”) has introduced the Pillar Two Global Anti-Base Erosion rules (“Pillar Two”), which generally imposes a 15% global minimum tax on multinational companies. While the Company expects to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where the Company expects Pillar Two taxes to apply.
Removed
During 2024, we deposited €68 million ($70 million as of December 31, 2024) of restricted cash in relation to a contingency, and in January 2025, the Company deposited an additional amount of €16 million ($17 million).
Added
The income tax provision for the year ended December 31, 2025, includes the effects of Pillar Two taxes.
Removed
Total liabilities also increased due to issuance of $1.1 billion of unsecured notes to fund the Wincanton Acquisition.
Added
This did not have a material impact on our fiscal 2024 or 2025 tax provision, and the Company continues to monitor Pillar Two developments, including the impact of the Side-by-Side Package published by the OECD on January 5, 2026, as it relates to the interplay between the U.S. international tax system and Pillar Two for U.S. headquartered companies.
Removed
During 2023, we used $274 million of cash for capital expenditures, used $149 million in connection with the PFS Acquisition and $3 million in settlement of cross-currency swap agreements, excluding accrued interest, partially offset by $18 million of proceeds from the sales of property and equipment.
Added
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The legislation includes reinstatement of favorable tax treatment for certain business provisions, including 100% bonus depreciation for qualified property placed in service after January 19, 2025, immediate expensing of domestic research and experimental costs, and revisions to the business interest expense limitations.
Removed
The primary use of cash from financing activities in 2023 was 24 $140 million in repayment of debt, $29 million to repay finance lease obligations and $12 million in payments for employee taxes on net settlement of equity awards.
Added
The impact of OBBBA was limited to our current and deferred provision and did not have a material impact on the Company’s income tax expenses for the year ended December 31, 2025.
Removed
As of December 31, 2024, we had a total of $1.9 billion of Unsecured Notes outstanding, consisting of $1.1 billion Unsecured Notes with interest payable semiannually on May 6 and November 6 of each year and $800 million Unsecured Notes with interest payable semiannually on January 15 and July 15 of each year.
Added
On February 18, 2025, our board of directors authorized and announced the repurchase of up to $500 million (the “Repurchase Plan”) of our common stock.
Removed
We also have $450 million of variable-rate term loans outstanding with interest payable in arrears at our option monthly, quarterly, or semiannually. For additional information see Note 10. “Debt and Financing Arrangements” to the Consolidated Financial Statements.
Added
The Repurchase Plan permits shares of common stock to be repurchased from time to time in management’s discretion, through a variety of methods, including a 10b5-1 trading plan, open market purchases, privately negotiated transactions or otherwise.
Removed
A 50-basis-point decrease in the discount rate of the U.K. Retirement Plans would result in an estimated increase in the accumulated benefit obligation of approximately $91 million.
Added
The timing and number of shares of common stock repurchased will depend on a variety of factors, including price, general business and market conditions, alternative investment opportunities and funding considerations. We expect to fund any remaining repurchases with existing cash on hand, borrowings on our revolving credit facility, and/or other financing sources.
Added
The Repurchase Plan does not obligate the Company to repurchase any specific number of shares of common stock and may be suspended or discontinued at any time. As of December 31, 2025, the remaining authorization under the Repurchase Plan was $300 million.
Added
We believe that we have significant discretion over the amount and timing of our capital expenditures as we are not subject to any agreement that would require significant capital expenditures on a designated schedule or upon the occurrence of designated events.
Added
Current liabilities increased primarily due to accrued expenses and the current portion of our long-term debt.
Added
In 2025, we used $324 million to purchase property and equipment, paid $24 million to settle net investment hedges, and received $149 million from the sale of property and equipment.
Added
In 2025, we received $577 million in proceeds from the issuance of long-term debt, used $200 million to repurchase shares of our common stock under the stock repurchase plan, used $180 million to repay debt, used $50 million to repay finance lease obligations, used $25 million to repay revolving credit facilities, used $9 million to pay employee taxes on net settlement of equity awards, and used $2 million to pay debt issuance costs.
Added
In addition, we have obligations under agreements to purchase goods or services entered into during the ordinary course of business, which are enforceable and legally binding. 27 For additional information regarding our cash requirements for operating and finance leases, indebtedness, and commitments and contingencies, see Note 9. “Leases,” Note 10. “Debt and Financing Arrangements,” and Note 18.
Added
“Commitments and Contingencies” to the Consolidated Financial Statements. Guaranteed Securities: Summarized Financial Information The following information is provided to comply with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended for the €500 million 3.750% notes due 2030 issued by GXO Logistics Capital B.V.
Added
(“GXO Capital”), a subsidiary of the Company incorporated under the laws of the Netherlands. GXO Capital was incorporated on October 15, 2025. The €500 million 3.750% notes due 2030 are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by GXO Logistics, Inc. (“GXO”).
Added
The €500 million 3.750% notes due 2030 are not guaranteed by any of GXO’s or GXO Capital’s subsidiaries (all GXO subsidiaries other than GXO Capital are referred to herein as "non-guarantor subsidiaries"). Holders of the €500 million 3.750% notes due 2030 will have a direct claim only against GXO Capital, as issuer, and GXO, as guarantor.
Added
The following tables set forth the summarized financial information as of and for the years ended December 31, 2025 and 2024 of GXO, and as of and for the period ended December 31, 2025, of GXO Capital, on a standalone basis, which does not include the consolidated impact of the assets, liabilities, and financial results of their subsidiaries except as noted on the tables below, nor does it include any impact of intercompany eliminations as there were no intercompany transactions between GXO and GXO Capital.
Added
This summarized financial information is not intended to present the financial position or results of operations of GXO or GXO Capital in accordance with U.S. generally accepted accounting principles (“GAAP”). For additional information, see “Note 10. Debt and Financing Arrangements” to the Consolidated Financial Statements.
Added
GXO Summarized Results of Operations Standalone and Unconsolidated (Unaudited) Year Ended December 31, (In millions) 2025 2024 Revenue $ — $ — Costs and expenses 32 53 Operating loss (32) (53) Dividend income and other income from non-guarantor subsidiaries 133 137 Other income (expense), net (15) 4 Interest expense, net (94) (72) Income tax benefit 21 13 Net income attributable to GXO standalone $ 13 $ 29 28 GXO Summarized Assets and Liabilities Standalone and Unconsolidated (Unaudited) 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 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) 29 GXO Capital Summarized Assets and Liabilities Standalone and Unconsolidated (Unaudited) December 31, (In millions) 2025 Current assets $ 3 Investments in non-guarantor subsidiaries 2,350 Other noncurrent assets 1 Total assets $ 2,354 Current liabilities $ 6 Long-term debt 580 Total liabilities $ 586 Critical Accounting Policies and Estimates We prepare our Consolidated Financial Statements in accordance with GAAP.
Added
The December 31, 2025 pension funded status and 2026 expense are affected by year-end 2025 assumptions. A change in any of these assumptions would have an effect on the net periodic pension cost reported in the Consolidated Financial Statements. Sensitivity Analysis .
Added
New Accounting Standards Information related to new accounting standards is included in Note 2. “Basis of Presentation and Significant Accounting Policies” to the Consolidated Financial Statements. 31

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−1 removed1 unchanged
Biggest changeAdditionally, we entered into cross-currency swap agreements to convert $250 million of variable-rate debt from SOFR to the Euro Interbank Offered Rate (“Euribor”). As of December 31, 2024, a hypothetical 1% increase in SOFR and Euribor would have increased our interest expense by approximately $3 million.
Biggest changeInterest Rate Risk As of December 31, 2025, our long-term debt included $2.5 billion in fixed-rate notes and $275 million in a Secured Overnight Financing Rate (SOFR)-based variable-rate term loan, excluding finance leases and other debt. A hypothetical 1% increase in SOFR as of December 31, 2025, would have increased our interest expense by approximately $3 million.
We use foreign currency options and forward contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or GBP as their functional currency.
We use foreign currency options contracts to mitigate the risk of a reduction in the value of earnings from our operations that use the EUR or GBP as their functional currency.
We entered into cross-currency swap and forward agreements to manage our foreign currency exchange risk by effectively converting a portion of the fixed-rate USD-denominated debt, including the interest payments, to fixed-rate EUR-denominated debt and a portion of the floating-rate USD-denominated loans, including the interest payments, to floating-rate EUR-denominated debt.
We entered into cross-currency swap agreements to manage our foreign currency exchange risk by effectively converting a portion of the fixed-rate USD-denominated debt, including interest payments, into fixed-rate EUR-denominated debt and a portion of the floating-rate USD-denominated loan, including interest payments, into floating-rate EUR-denominated debt.
“Fair Value Measurements and Financial Instruments” to the Consolidated Financial Statements for additional information. 27
“Fair Value Measurements and Financial Instruments” to the Consolidated Financial Statements for additional information. 32
As of December 31, 2024, a uniform 10% strengthening in the value of the USD relative to the EUR and GBP would have decreased our net assets by $70 million and $92 million, respectively, net of foreign currency hedging. These theoretical calculations assume that an instantaneous, parallel shift in exchange GBP and EUR rates occurs. See Note 11.
As of December 31, 2025, a uniform 10% strengthening in the USD relative to the EUR and GBP would have decreased our net assets by $29 million and $96 million, respectively, net of foreign currency hedging. These theoretical calculations assume an instantaneous, parallel shift in the GBP and EUR rates. See Note 11.
Foreign Currency Exchange Rate Risk A significant proportion of our net assets and income are in non-USD currencies, primarily the British pound sterling (“GBP”) and the Euro (“EUR”). We are exposed to currency risk from potential changes in functional currency values of our foreign currency denominated assets, liabilities and cash flows.
Foreign Currency Exchange Rate Risk A significant proportion of our net assets and income is in non-USD currencies. These are mainly the British pound sterling (“GBP”) and the Euro (“EUR”). We are exposed to currency risk from changes in the value of these currencies. Our foreign currency-denominated assets, liabilities, and cash flows are affected by such changes.
Consequently, the depreciation of the EUR or the GBP relative to the USD could adversely impact on our financial results.
If the EUR or GBP depreciates against the USD, it could adversely impact our financial results.
Removed
Interest Rate Risk Our long-term debt portfolio, excluding finance leases and other debt, consists of $1.9 billion fixed-rate notes and $450 million variable-rate term loans based on the Secured Overnight Financing Rate (“SOFR”). For our variable-rate debt, we entered into interest rate swap agreements to convert $125 million of variable-rate U.S. dollar (“USD”) denominated debt into USD-denominated fixed-rate debt.

Other GXO 10-K year-over-year comparisons