Gxo Logistics Incorporated SEC Filings

GXO Logistics, Inc. is making a planned leadership change on its board. Brad Jacobs has decided to resign as Chairman and as a member of the board of directors, effective December 31, 2025. The company states that his decision is not the result of any disagreement regarding its operations, policies or practices, which signals a non‑contentious transition.

In connection with his departure, Patrick Byrne has been appointed as the new Chairman of the Board, effective upon Mr. Jacobs’ resignation. At the same time, the size of the board will be reduced from ten directors to nine directors, aligning the board’s composition with the new leadership structure. The company has also issued a press release on December 15, 2025 to publicly communicate these changes.

GXO Logistics, Inc. announced that its Board of Directors has appointed Bart Beeks as chief operating officer (principal operating officer), effective January 2, 2026. He is 56 and previously served as chief operating officer of CEVA Logistics from June 2020 through June 2025, managing operations in more than 170 countries and leading integration of multiple acquisitions.

Under a summary employment term sheet effective December 11, 2025, Mr. Beeks will be based in Eindhoven, Netherlands, with an annual base salary of $550,000 and a target annual bonus equal to 100% of base salary. Beginning in 2026, he will be eligible for annual long-term equity awards with a total target grant date value of at least $750,000, and to participate in the company’s severance and executive benefit programs. The company states there are no family relationships or related-party transactions requiring disclosure. GXO issued a press release about the appointment, furnished as Exhibit 99.1.

GXO Logistics director reports stock purchase. A director of GXO Logistics, Inc. bought 6,000 shares of the company’s common stock on 11/28/2025 in an open-market transaction coded “P.” The shares were purchased at a price of $50.59 per share.

Following this transaction, the director beneficially owns 10,040 shares of GXO common stock, held in direct ownership. This filing reflects an increase in the director’s personal equity stake in GXO.

GXO Logistics, Inc. reported that its indirect wholly owned subsidiary, GXO Logistics Capital B.V., issued €500 million aggregate principal amount of 3.750% Notes due 2030, fully and unconditionally guaranteed on an unsecured, unsubordinated basis by GXO. The notes pay interest at 3.750% per year, with payments made annually on November 24, starting on November 24, 2026, and mature on November 24, 2030, unless earlier redeemed or repurchased.

The notes were issued under an existing automatic shelf registration and may be redeemed by GXO Capital at the applicable redemption prices described in the supplemental indenture. GXO also amended its term loan and revolving credit agreements so it may net up to $400 million of unrestricted cash and cash equivalents when calculating its consolidated leverage ratio. In addition, GXO Logistics Capital B.V. agreed to guarantee GXO’s existing notes issued under its 2021 indenture.

GXO Logistics Capital B.V., an indirect wholly owned subsidiary of GXO Logistics, Inc., plans to issue euro‑denominated senior unsecured notes fully and unconditionally guaranteed by GXO. The notes will pay fixed annual interest and mature on a stated future date, with interest payable once a year in arrears. GXO and the issuer expect to use the net proceeds mainly to redeem, repay, prepay or otherwise satisfy existing indebtedness of GXO and its subsidiaries, including potential redemption of GXO’s 1.650% Notes due 2026, repayment of the Wincanton revolving credit facility and prepayment of the GXO Five‑Year Term Loan Facility, as well as to cover related fees and general corporate purposes.

The notes and the parent guarantee will rank equally with other existing and future unsecured, unsubordinated obligations of the issuer and GXO, but will be effectively junior to any secured debt and structurally subordinated to liabilities of their subsidiaries. Investors have change‑of‑control protection via a 101% repurchase feature, while the issuer retains the right to redeem the notes early, including via a make‑whole call and a par call closer to maturity. The notes will be issued in minimum denominations of €100,000, are intended to be listed on the NYSE with no assurance of ongoing listing or liquidity, and expose holders to euro currency and potential exchange‑control risks.

Orbis Investment Management Limited, Allan Gray Australia Pty Ltd and Orbis Investment Management (U.S.), L.P. filed Amendment No. 8 to Schedule 13G for GXO Logistics (GXO), disclosing passive ownership as of 09/30/2025.

The Reporting Persons beneficially own 13,387,809 shares of GXO common stock, representing 11.7% of the class. Sole voting and dispositive power are reported over these shares, allocated as follows: Orbis Investment Management Limited 13,116,159 shares, Orbis Investment Management (U.S.), L.P. 262,874 shares, and Allan Gray Australia Pty Ltd 8,776 shares.

The filing states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control. Other persons have rights to receive dividends or sale proceeds related to the shares held by each Reporting Person, consistent with Item 6.

GXO Logistics reported stronger quarterly results. For the three months ended September 30, 2025, revenue was $3,395 million (up 8% year over year), and net income was $60 million, or $0.51 diluted EPS. Operating income rose to $118 million, helped by lower restructuring and integration costs, and Segment Adjusted EBITDA reached $270 million.

Year to date, revenue was $9,671 million (up 14%), reflecting growth and the Wincanton acquisition, while the company recorded a $(7) million net loss driven by a $65 million regulatory expense in Italy and higher interest expense of $103 million. Cash from operations was $264 million for the nine months.

Liquidity remained solid with $339 million in cash and $969 million of revolver capacity. GXO repurchased about 5.4 million shares for $202 million year to date under its $500 million authorization, leaving $300 million remaining. Total debt was $2,698 million, including $400 million notes due July 2026. The UK CMA approved the Wincanton deal (subject to certain divestments), and Patrick Kelleher was appointed CEO in Q3.

GXO Logistics furnished an investor slide presentation under Item 7.01 (Regulation FD). The presentation, dated November 4, 2025, is expected to be used in future investor meetings and is attached as Exhibit 99.1.

The materials are furnished, not filed, and therefore are not subject to Section 18 of the Exchange Act, nor incorporated by reference unless specifically stated.

GXO Logistics filed an 8-K announcing it issued a press release with results for the fiscal quarter ended September 30, 2025.

The press release is furnished as Exhibit 99.1 and, as furnished information, is not deemed filed under Section 18 of the Exchange Act or incorporated by reference except by specific reference.