gxo-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40470

_______________________________________________________

GXO Logistics, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________________


Delaware						86-2098312
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
Two American Lane
Greenwich, Connecticut						06831
(Address of principal executive offices)						(Zip Code)

(203) 489-1287

Registrant’s telephone number, including area code

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

GXO

New York Stock Exchange

3.750% Notes due 2030

GXO/30

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 May 4, 2026, there were 115,048,589 shares of the registrant’s common stock, par value $0.01 per share, outstanding.


GXO Logistics, Inc.
Form 10-Q
For the Quarterly Period Ended March 31, 2026
Table of Contents
						Page
Part I—Financial Information
Item 1. Financial Statements (Unaudited)						2
Condensed Consolidated Statements of Operations						2
Condensed Consolidated Statements of Comprehensive Loss						3
Condensed Consolidated Balance Sheets						4
Condensed Consolidated Statements of Cash Flows						5
Condensed Consolidated Statements of Changes in Equity						6
Notes to Condensed Consolidated Financial Statements						7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						18
Item 3. Quantitative and Qualitative Disclosures About Market Risk						25
Item 4. Controls and Procedures						25
Part II—Other Information
Item 1. Legal Proceedings						26
Item 1A. Risk Factors						26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						26
Item 6. Exhibits						27
Signatures						28

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GXO Logistics, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
(Dollars in millions, shares in thousands, except per share amounts)		2026		2025
Revenue		$	3,298	$	2,977
Direct operating expense		2,808		2,558
Selling, general and administrative expense		296		261
Depreciation and amortization expense		115		109
Transaction and integration costs		16		22
Restructuring costs and other		3		17
Regulatory matter		—		66
Net loss on divestiture of business		21		—
Operating income (loss)		39		(56)
Other income (expense), net		10		(5)
Interest expense, net		(32)		(32)
Income (loss) before income taxes		17		(93)
Income tax expense		(12)		(2)
Net income (loss)		5		(95)
Net income attributable to noncontrolling interests (“NCI”)		(1)		(1)
Net income (loss) attributable to GXO		$	4	$	(96)

Earnings (loss) per share
Basic		$	0.03	$	(0.81)
Diluted		$	0.03	$	(0.81)

Weighted-average shares outstanding used in computation of earnings (loss) per share
Basic		114,710		118,991
Diluted		115,840		118,991

See accompanying Notes to Condensed Consolidated Financial Statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)


	Three Months Ended March 31,
(In millions)		2026		2025
Net income (loss)		$	5	$	(95)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(24)		74
Cash flow hedges		—		(1)
Fair value hedges		1		—
Pension plans		4		(4)
Other comprehensive income (loss), net of tax		(19)		69
Comprehensive loss, net of tax		(14)		(26)
Less: Comprehensive income attributable to NCI		3		2
Comprehensive loss attributable to GXO		$	(17)	$	(28)

See accompanying Notes to Condensed Consolidated Financial Statements.

GXO Logistics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31,		December 31,
(Dollars in millions, shares in thousands, except per share amounts)	2026		2025
ASSETS
Current assets
Cash and cash equivalents	$	794	$	854
Accounts receivable, net of allowance of $15 and $15	2,020		2,028
Other current assets	397		406
Total current assets	3,211		3,288
Long-term assets
Property and equipment, net of accumulated depreciation of $2,179 and $2,126	1,181		1,151
Operating lease assets	2,630		2,563
Goodwill	3,730		3,781
Intangible assets, net of accumulated amortization of $780 and $781	865		909
Other long-term assets	577		570
Total long-term assets	8,983		8,974
Total assets	$	12,194	$	12,262
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	713	$	758
Accrued expenses	1,437		1,492
Current debt	463		446
Current operating lease liabilities	749		745
Other current liabilities	413		434
Total current liabilities	3,775		3,875
Long-term liabilities
Long-term debt	2,646		2,619
Long-term operating lease liabilities	2,102		2,044
Other long-term liabilities	668		709
Total long-term liabilities	5,416		5,372
Commitments and Contingencies (Note 14)
Stockholders’ Equity
Common Stock, $0.01 par value per share; 300,000 shares authorized, 120,380 and 119,868 shares issued and 115,024 and 114,512 shares outstanding, respectively	1		1
Treasury stock, at cost; 5,356 and 5,356 shares, respectively	(202)		(202)
Preferred Stock, $0.01 par value per share; 10,000 shares authorized, 0 issued and outstanding	—		—
Additional Paid-In Capital (“APIC”)	2,669		2,667
Retained earnings	722		718
Accumulated Other Comprehensive Income (Loss) (“AOCIL”)	(222)		(201)
Total stockholders’ equity before NCI	2,968		2,983
NCI	35		32
Total equity	3,003		3,015
Total liabilities and equity	$	12,194	$	12,262

See accompanying Notes to Condensed Consolidated Financial Statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(In millions)	2026		2025
Cash flows from operating activities:
Net income (loss)	$	5	$	(95)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization expense	115		109
Stock-based compensation expense	10		12
Deferred tax benefit	(3)		(10)
Other	2		5
Changes in operating assets and liabilities
Accounts receivable	(26)		(49)
Other assets	(2)		91
Accounts payable	(39)		(88)
Accrued expenses and other liabilities	(31)		54
Net cash provided by operating activities	31		29
Cash flows from investing activities:
Capital expenditures	(65)		(78)
Proceeds from sale of property and equipment	3		1
Net cash used in investing activities	(62)		(77)
Cash flows from financing activities:
Common stock repurchased	—		(106)
Net borrowings under revolving credit facilities	—		56
Repayments of finance lease obligations	(14)		(11)
Proceeds from exercise of stock options	7		—
Taxes paid related to net share settlement of equity awards	(15)		(6)
Other	(4)		1
Net cash used in financing activities	(26)		(66)
Effect of exchange rates on cash and cash equivalents	(3)		11
Net decrease in cash, restricted cash and cash equivalents	(60)		(103)
Cash, restricted cash and cash equivalents, beginning of period	857		485
Cash, restricted cash and cash equivalents, end of period	$	797	$	382

Non-cash financing activities:
Unsettled stock repurchases for which trades occurred	$	—	$	4
Excise tax liability related to stock repurchases	—		1

Reconciliation of cash, restricted cash and cash equivalents	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	794	$	854
Restricted Cash (included in Other current assets)	2		2
Restricted Cash (included in Other long-term assets)	1		1
Total cash, restricted cash and cash equivalents	$	797	$	857

See accompanying Notes to Condensed Consolidated Financial Statements.

GXO Logistics, Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock					APIC		Retained Earnings		AOCIL		Equity Before NCI		NCI		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount		Treasury Stock
Balance as of December 31, 2025	114,512	$	1	$	(202)	$	2,667	$	718	$	(201)	$	2,983	$	32	$	3,015
Net income	—	—		—		—		4		—		4		1		5
Other comprehensive income (loss)	—	—		—		—		—		(21)		(21)		2		(19)
Common stock issued under employee stock plans and exercises of stock options	787	—		—		7		—		—		7		—		7
Tax withholding on vesting of stock-based compensation awards	(275)	—		—		(15)		—		—		(15)		—		(15)
Stock-based compensation	—	—		—		10		—		—		10		—		10
Balance as of March 31, 2026	115,024	$	1	$	(202)	$	2,669	$	722	$	(222)	$	2,968	$	35	$	3,003


	Common Stock					APIC		Retained Earnings		AOCIL		Equity Before NCI		NCI		Total Equity
(Shares in thousands, dollars in millions)	Shares	Amount		Treasury Stock
Balance as of December 31, 2024	119,496	$	1	$	—	$	2,629	$	686	$	(313)	$	3,003	$	32	$	3,035
Net income (loss)	—	—		—		—		(96)		—		(96)		1		(95)
Other comprehensive income	—	—		—		—		—		68		68		1		69
Common stock issued under employee stock plans and exercises of stock options	370	—		—		—		—		—		—		—		—
Tax withholding on vesting of stock-based compensation awards	(145)	—		—		(6)		—		—		(6)		—		(6)
Stock-based compensation	—	—		—		12		—		—		12		—		12
Common stock repurchased	(2,766)	—		(111)		—		—		—		(111)		—		(111)
Balance as of March 31, 2025	116,955	$	1	$	(111)	$	2,635	$	590	$	(245)	$	2,870	$	34	$	2,904

See accompanying Notes to Condensed Consolidated Financial Statements.

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”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial 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 of management, 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 ending December 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 eliminated intercompany accounts and transactions. The accompanying Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 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 Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This standard requires all public companies to disclose more detailed information about certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows, and is currently evaluating the impact of adopting this standard on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when certain capitalization criteria are met. The ASU also supersedes guidance on website development costs. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this standard on its results of operations, financial position or cash flows, and the impact of adopting this standard on its disclosures.

2. Revenue Recognition

Revenue disaggregated by geographical area was as follows:


	Three Months Ended March 31,
(In millions)		2026		2025
United Kingdom		$	1,595	$	1,391
United States		751		752
Netherlands		270		232
France		208		186
Spain		162		143
Italy		109		95
Other		203		178
Total		$	3,298	$	2,977

The Company’s revenue can also be disaggregated by various verticals, reflecting the customers’ principal industry. Revenue disaggregated by industry was as follows:


	Three Months Ended March 31,
(In millions)		2026		2025
Omnichannel retail		$	1,561	$	1,422
Technology and consumer electronics		433		393
Industrial and manufacturing		394		362
Consumer packaged goods		334		284
Food and beverage		317		314
Other		259		202
Total		$	3,298	$	2,977

Contract Assets and Liabilities

The contract asset and contract liability balances from contracts with customers were as follows:


	March 31,		December 31,
(In millions)	2026		2025
Contract assets and contract costs included in:
Other current assets	$	32	$	36
Other long-term assets	238		235
Total contract assets	$	270	$	271
Contract liabilities included in:
Other current liabilities	$	267	$	279
Other long-term liabilities	104		101
Total contract liabilities	$	371	$	380

Revenue recognized included the following:


	Three Months Ended March 31,
(In millions)		2026		2025
Amounts included in the beginning of year contract liability balance		$	212	$	197

SEC Form 10-Q filed by GXO Logistics Inc.