---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-115447"
form_type: "8-K"
ticker: "GXO"
cik: "0001852244"
company_name: "GXO Logistics, Inc."
filed_at: "2025-11-24T23:59:59+00:00"
generated_at: "2026-05-16T17:22:02.096644+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# GXO issues €500M 3.750% notes due 2030; amends credit agreements to permit netting up to $400M cash

## Summary
- GXO Capital issued €500M aggregate principal of 3.750% Notes due 2030, fully and unconditionally guaranteed by GXO.
- Notes mature Nov 24, 2030; interest payable annually at 3.750% starting Nov 24, 2026.
- Credit agreements amended to allow netting up to $400M of unrestricted cash from consolidated leverage ratio calculation.
- GXO Capital also guaranteed GXO's existing outstanding notes under a third supplemental indenture.
- Underwriters include Barclays, Deutsche Bank, Goldman Sachs and others listed in the underwriting agreement.

## SEC filing metadata
- accession: 0001104659-25-115447
- form_type: 8-K
- ticker: GXO
- cik: 0001852244
- company_name: GXO Logistics, Inc.
- filed_at: 2025-11-24T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1852244/000110465925115447/0001104659-25-115447-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1852244/000110465925115447/tm2531869d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-115447
- JSON: https://secwatch.observer/filing/0001104659-25-115447.json
- Plain text: https://secwatch.observer/filing/0001104659-25-115447.txt

## Key facts
- Material Agreements
  GXO Logistics, Inc. entered into Term Loan Amendment with Barclays Bank PLC, as administrative agent valued at Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri (effective 2025-11-24).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Barclays Bank PLC, as administrative agent
  - Value: Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri
  - Effective: 2025-11-24
  source text: On November 24, 2025, GXO entered into an amendment (the “ Term Loan Amendment ”) to that certain 5-Year Term Loan Credit Agreement, dated as of May 25, 2022 (the “ Term Loan Credit Agreement ”), by and among GXO, Barclays Bank PLC, as administrative agent, and the other parties thereto
  evidence_url: https://www.sec.gov/Archives/edgar/data/1852244/000110465925115447/0001104659-25-115447-index.htm
- Material Agreements
  GXO Logistics, Inc. entered into Underwriting Agreement with Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A valued at €500 million aggregate principal amount of 3.750% Notes due 2030 (effective 2025-11-18).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Barclays Bank PLC, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC and the other underwriters named in Schedule A
  - Value: €500 million aggregate principal amount of 3.750% Notes due 2030
  - Effective: 2025-11-18
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1852244/000110465925115447/0001104659-25-115447-index.htm
- Material Agreements
  GXO Logistics, Inc. entered into Revolver Amendment with Bank of America, N.A., as administrative agent valued at Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri (effective 2025-11-24).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A., as administrative agent
  - Value: Amendment modifying calculation of consolidated leverage ratio to net up to $400 million of unrestri
  - Effective: 2025-11-24
  source text: and an amendment (the “ Revolver Amendment ”, and together with the Term Loan Amendment, the “ Amendments ”) to that certain Credit Agreement, dated as of March 29, 2024 (the “ Revolving Credit Agreement ”, and together with the Term Loan Credit Agreement, the “ Credit Agreements ”), by and among GXO, Bank of America, N.A., as administrative agent, and the other parties thereto.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1852244/000110465925115447/0001104659-25-115447-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.