GXO Logistics Enters Material Agreement, Creates Financial Obligation
Ticker: GXO · Form: 8-K · Filed: Nov 24, 2025 · CIK: 1852244
Sentiment: neutral
Topics: material-agreement, financial-obligation
TL;DR
GXO Logistics just signed a big deal and took on new debt.
AI Summary
On November 18, 2025, GXO Logistics, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits.
Why It Matters
This filing signals a significant new commitment or debt for GXO Logistics, Inc., which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The creation of a direct financial obligation or off-balance sheet arrangement suggests potential new financial commitments or risks for the company.
Key Players & Entities
- GXO Logistics, Inc. (company) — Registrant
- November 18, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-40470 (commission_file_number) — SEC File Number
- 86-2098312 (ein) — I.R.S. Employer Identification No.
- Two American Lane, Greenwich, CT 06831 (address) — Principal executive offices
- (203) 489-1287 (phone_number) — Registrant's telephone number
FAQ
What type of material definitive agreement did GXO Logistics, Inc. enter into?
The filing indicates the entry into a material definitive agreement but does not specify the exact nature of the agreement in the provided text.
What is the nature of the direct financial obligation or off-balance sheet arrangement created?
The filing states that a direct financial obligation or an obligation under an off-balance sheet arrangement has been created, but the specific details are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported is dated November 18, 2025.
Where is GXO Logistics, Inc. incorporated and what is its principal executive office address?
GXO Logistics, Inc. is incorporated in Delaware and its principal executive offices are located at Two American Lane, Greenwich, Connecticut 06831.
What is the SEC file number and IRS Employer Identification Number for GXO Logistics, Inc.?
The SEC file number is 001-40470 and the IRS Employer Identification Number is 86-2098312.
Filing Stats: 1,782 words · 7 min read · ~6 pages · Grade level 10.2 · Accepted 2025-11-24 16:45:51
Key Financial Figures
- $0.01 — nge on which registered Common stock, $0.01 par value per share GXO New York Stoc
- $400 million — verage ratio to permit GXO to net up to $400 million of the aggregate amount of unrestricted
Filing Documents
- tm2531869d1_8k.htm (8-K) — 45KB
- tm2531869d1_ex1-1.htm (EX-1.1) — 264KB
- tm2531869d1_ex4-1.htm (EX-4.1) — 362KB
- tm2531869d1_ex4-2.htm (EX-4.2) — 168KB
- tm2531869d1_ex4-4.htm (EX-4.4) — 37KB
- tm2531869d1_ex5-1.htm (EX-5.1) — 18KB
- tm2531869d1_ex5-2.htm (EX-5.2) — 69KB
- tm2531869d1_ex10-1.htm (EX-10.1) — 41KB
- tm2531869d1_ex10-2.htm (EX-10.2) — 42KB
- tm2531869d1_8kimg001.jpg (GRAPHIC) — 3KB
- tm2531869d1_ex5-2img01.jpg (GRAPHIC) — 5KB
- 0001104659-25-115447.txt ( ) — 1437KB
- gxo-20251118.xsd (EX-101.SCH) — 3KB
- gxo-20251118_lab.xml (EX-101.LAB) — 33KB
- gxo-20251118_pre.xml (EX-101.PRE) — 22KB
- tm2531869d1_8k_htm.xml (XML) — 3KB
01
Item 1.01 Entry into a Material Definitive Agreement. Issuance of GXO Capital's 3.750% Notes due 2030 On November 24, 2025, GXO Logistics Capital B.V. (" GXO Capital ") , a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands, having its corporate seat ( statutaire zetel ) at Eindhoven, the Netherlands, its registered office at Achtseweg Noord 27, 5651 GG Eindhoven, The Netherlands and registered with the trade register of the Chamber of Commerce ( Kamer van Koophandel ) under number 98594087, and an indirect wholly-owned subsidiary of GXO Logistics, Inc. (" GXO "), issued 500 million aggregate principal amount of 3.750% Notes due 2030 (the " Notes "). The Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by GXO (GXO's guarantee of the Notes, the " Parent Guarantee "). In connection with the offer and sale of the Notes , GXO and GXO Capital entered into an Underwriting Agreement, dated as of November 18, 2025 (the " Underwriting Agreement "), with Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A thereto (the " Underwriters "), pursuant to which GXO Capital agreed to sell, GXO agreed to guarantee, and the Underwriters agreed to purchase, the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by GXO and GXO Capital. It also provides for customary indemnification by each of GXO and GXO Capital and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities. Certain of the underwriters in respect of the Underwriting Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking ser
03
Item 2.03 Creation of a Direct Financial Obligation. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Financial Statements
Financial Statements and Exhibits. (d) Exhibits. The following materials are attached as exhibits to this Current Report on Form 8-K: Exhibit Number Description 1.1
Underwriting
Underwriting Agreement, dated as of November 18, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V., Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC a nd the other underwriters named in Schedule A thereto. 4.1 Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V. and Computershare Trust Company, N.A., as trustee. 4.2 First Supplemental Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V and Computershare Trust Company, N.A as trustee. 4.3 Form of 3.750% Note due 2030 (included in Exhibit 4.2 hereto). 4.4 Third Supplemental Indenture, dated as of November 24, 2025, among GXO Logistics, Inc., GXO Logistics Capital B.V. and Computershare Trust Company, N.A., as trustee. 5.1 Opinion of Wachtell, Lipton, Rosen & Katz, dated November 24, 2025. 5.2 Opinion of Baker & McKenzie Amsterdam N.V., dated November 24, 2025. 10.1 Amendment No. 1 to 5-Year Term Loan Credit Agreement, dated as of November 24, 2025, among GXO Logistics, Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent. 10.2 Amendment No. 1 to Credit Agreement, dated as of November 24, 2025, among GXO Logistics, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GXO Logistics, Inc. Date: November 24, 2025 By: /s/ Karlis P. Kirsis Karlis P. Kirsis Chief Legal Officer