For the quarterly period ended June 30, 2026or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number: 001-40470_______________________________________________________ GXO Logistics, Inc.(Exact name of registrant as specified in its charter)____________________________________________________________________________________________________________ Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of August3, 2026, there were 114,684,579 shares of the registrant’s common stock, par value $0.01 per share, outstanding. GXO Logistics, Inc.Form 10-QFor the Quarterly Period Ended June30, 2026Table of Contents Part I—Financial InformationItem 1. Financial Statements (Unaudited)Condensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive IncomeCondensed Consolidated Balance SheetsCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Changes in EquityNotes to Condensed Consolidated Financial StatementsItem 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II—Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 6. ExhibitsSignatures GXO Logistics, Inc.Condensed Consolidated Statements of Operations(Unaudited) GXO Logistics, Inc.Condensed Consolidated Statements of Comprehensive Income(Unaudited) GXO Logistics, Inc.Condensed Consolidated Balance Sheets(Unaudited) GXO Logistics, Inc.Condensed Consolidated Statements of Cash Flows(Unaudited) GXO Logistics, Inc.Notes to Condensed Consolidated Financial Statements(Unaudited) 1. Basis of Presentation and Significant Accounting Policies and Estimates Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of GXO Logistics, Inc. (“GXO” or the “Company”) havebeen prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interimfinancial information and pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”). Accordingly,they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the year endingDecember 31, 2026. The Company’s Condensed Consolidated Financial Statements include the accounts of GXO and its majority-owned subsidiaries and variable interest entities of which the Company is the primary beneficiary. The Company has eliminatedintercompany accounts and transactions. The accompanying Condensed Consolidated Financial Statements and Notes thereto shouldbe read in conjunction with the Annual Report on Form 10-K for the year ended December31, 2025. The Company presents its operations as one reportable segment. Accounting Pronouncements Issued But Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense DisaggregationDisclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires all public companies to disclosemore detailed information about certain costs and expenses in the notes