GXO Logistics: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Financial Statements And Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 23, 2026, Paul Blanchett, Chief Accounting Officer of GXO Logistics, Inc. (the “Company”), notified the Company of his decision to resign from his position as Chief Accounting Officer, with his last working day being April 24, 2026. Mr. Blanchett resigned to pursue a new professional opportunity outside of the logistics industry, and there were no disagreements between the Company and Mr. Blanchett on any matter regarding its operations, policies, or practices. On January 29, 2026, the Company’s Board of Directors appointed Laura Bracken, the Company’s Vice President Controller, Americas and Asia Pacific, to also serve as the Company’s Interim Chief Accounting Officer (interim principal accounting officer), effective April 1, 2026. Ms. Bracken, 52, has served as the Company’s Vice President Controller, Americas and Asia Pacific since May 2024, after the Company's acquisition of PFSweb, Inc. (“PFS”). Prior to that time, Ms. Bracken served as Senior Vice President, Chief Accounting Officer, Head of Finance of PFS, beginning in March 2023. Prior to PFS, from September 2022 until March 2023, Ms. Bracken served as Chief Accounting Officer/Interim Chief Financial Officer of Aero Design Labs and in various roles at At Home Group Inc., including Chief Accounting Officer from July 2020 until April 2022 and Vice President, Controller from April 2019 until July 2020. Prior to At Home Group Inc., Ms. Bracken served as a staff auditor with PricewaterhouseCoopers LLP and held various accounting roles with additional corporations. Ms. Bracken is a Certified Public Accountant. On January 29, 2026, the Company and Ms. Bracken entered into an offer letter (“Offer Letter”). Pursuant to the Offer Letter, Ms. Bracken’s annual base salary will continue to be $300,900 and Ms. Bracken will be paid a responsibility allowance of $6,000 per month, less applicable taxes and deductions, beginning on February 1, 2026, and for the duration of her Interim Chief Accounting Officer role or a minimum of six months, whichever is longer. Also, pursuant to the Offer Letter, in connection with a successful transition as outlined in the Offer Letter, Ms. Bracken is eligible to receive a restricted stock unit (“RSU”) award grant on August 1, 2026 with a grant date value of $150,000. The RSU grant will vest in three (3) equal increments on the first, second, and third anniversaries of the grant date, subject to Ms. Bracken’s continued employment with the Company and other conditions set forth in the award and plan documents. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated into this Item 5.02 by reference. There are no family relationships between Ms. Bracken and any director or executive officer of the Company, and Ms. Bracken has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 9.01Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1+ Offer Letter, dated January 29, 2026, between Laura Bracken and GXO Logistics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + This exhibit is a management contract or compensatory plan or arrangement. SIGNATURE 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. Date: January 29, 2026 GXO LOGISTICS, INC. By: /s/ Karlis P. Kirsis Name: Karlis P. Kirsis Title: Chief Legal Officer

GXO Logistics: Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers, Financial Statements And Exhibits

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