GXO LOGISTICS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2023, GXO Logistics, Inc. (the "Company") entered into Amendment No. 1 to Credit Agreement (the "Amendment") to its Credit Agreement, dated as of June 23, 2021, by and among the Company, the lenders and other parties from time to time party thereto and Citibank, N.A., as administrative agent (the "Revolving Credit Agreement"). The Amendment amends the Revolving Credit Agreement to replace LIBOR-based benchmark rates with SOFR-based benchmark rates and to make certain other conforming changes.

A copy of the Amendment is included herein as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.                                   Description

  10.1        Amendment No.1 to Credit Agreement, dated as of March 9, 2023, by
            and among GXO Logistics, Inc., the lenders and other parties from
            time to time party thereto, and Citibank, N.A., as Administrative
            Agent

  104       Cover Page Interactive Data File-the cover page XBRL tags are
            embedded within the Inline XBRL document

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