On November 24, 2025, GXO Logistics, Inc. 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, and an amendment 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. Each of the Credit Agreements requires GXO to maintain a consolidated leverage ratio less than or equal to a specified maximum consolidated leverage ratio.
The Amendments modify the calculation of this consolidated leverage ratio to permit GXO to net up to $400 million of the aggregate amount of unrestricted cash and cash equivalents of GXO and its subsidiaries from the calculation of leverage.
