GXO Logistics Inc美股招股说明书(2025-11-20版)

(incorporated as a private company with limited liability in the Netherlands with its statutory seat in Amsterdam, the Netherlands)€500,000,000 GXO Logistics Capital B.V. (the “Issuer” or “GXO Capital”), a private company with limited liability (besloten vennootschap met beperkteaansprakelijkheid) incorporated under the laws of the Netherlands, is offering one series of notes consisting of €500,000,000 aggregate principal amountof its 3.750% notes due 2030 (the “2030 Notes” or the “Notes”). The 2030 Notes will accrue interest at a rate of 3.750% per year and mature on November24, 2030. Interest on the Notes will be payable annuallyin arrears on November24 of each year, beginning on November24, 2026. The Notes will be fully and unconditionally guaranteed on an unsecured, unsubordinated basis by GXO Logistics, Inc. (“GXO” and GXO’sguarantee of the Notes, the “Parent Guarantee”). The Notes and the Parent Guarantee will be unsecured, unsubordinated obligations of the Issuer and GXO, respectively, and will rank equally inright of payment with all of the Issuer’s and GXO’s respective existing and future unsecured, unsubordinated indebtedness. GXO and the Issuer intend to use the net proceeds from the sale of the Notes (i)to fund the redemption, repayment, prepayment or satisfaction anddischarge or other payment in satisfaction of indebtedness of GXO and its subsidiaries, (ii)to pay fees and expenses in respect of the foregoing, and(iii)for general corporate purposes. The Issuer may redeem the Notes at its option, either in whole or in part, at any time or from time to time, at redemption prices described in thisprospectus supplement under the caption “Description of Notes — Optional Redemption.” In addition, the Issuer may redeem the Notes at its option, inwhole but not in part, at any time in the event of certain developments affecting the laws of a Taxing Jurisdiction (as defined herein) as described in thisprospectus supplement under the caption “Description of Notes — Redemption for Tax Reasons.” The Notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes constitute a new issue of securities for which there is no established trading market. The Issuer intends to apply to list the Notes on theNew York Stock Exchange (the “NYSE”). The listing application will be subject to approval by the NYSE. If such a listing is obtained, the Issuer has noobligation to maintain it, and the Issuer may delist the Notes at any time. Currently, there is no public market for the Notes. For a more detailed description of the Notes, see “Description of Notes” beginning on pageS-19. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-9to read about factors you should consider before buying the Notes. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. (1)Plus accrued and unpaid interest from November24, 2025 to the date of delivery. The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of Euroclear Bank S.A./N.V. (“Euroclear”) andClearstream Banking, S.A. (“Clearstream”) on or about November24, 2025, which will be the fourth business day following the date of this prospectussupplement (such settlement being referred to as “T+4”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), trades in the secondary market are generally required to settle in one business day, unless the parties to any such trade expressly agree otherwise.Accordingly, purchasers who wish to trade the Notes more than one business day prior to the scheduled settlement date will be required, by virtue of thefact that the Notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.Purchasers of such Notes who wish to trade Notes prior to the date of delivery should consult their advisors. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2NOTICE TO INVESTORSS-3NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREAS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-6RISK FACTORSS-9USE OF PROCEEDSS-17CAPITALIZATIONS-18DESCRIPTION OF NOTESS-19CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS TO U.S. HOLDERSS-35CERTAIN DUTCH TAX CONSIDERATIONSS-39UNDERWRITING (CONFLICTS OF INTEREST)S-43WHERE YOU CAN FIND MORE INFORMATIONS-50LEGAL MATTERSS-52EXPERTSS-52 Prospectus ABOUT THIS PROSPECTUSiiFORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2RISK FACTORS3USE OF PROCEEDS4SECURITIES THAT MAY BE OFFERED4DESCRIPTION OF GXO COMMON STOCK5DESCRIPTION OF GXO PREFERRED STOCK9DESCRIPTION OF GXO DEBT SECURITIES10DESCRIPTION OF G