Gxo Logistics Incorporated SEC Filings

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.

GXO Logistics announced that Richard Cawston, Chief Revenue Officer & President of Europe, will depart in March 2026. He will continue in his role until then or an earlier successful transition.

Subject to a settlement agreement with a general release, he will receive benefits consistent with a termination without cause under the company’s Severance Plan and his July 12, 2021 Service Agreement, plus two additional payments of $500,000 on each of the second and third anniversaries of his termination date, contingent on non‑compete compliance, and outplacement services. His outstanding service‑based RSUs and performance‑based RSUs (to the extent earned) will vest pro‑rata through his termination date per existing terms.

The company also furnished a press release announcing organizational changes to accelerate growth, simplify its structure, and strengthen execution.

Patrick Michael Kelleher, Chief Executive Officer of GXO Logistics, Inc. (GXO), was granted 29,805 Restricted Stock Units (RSUs) on 08/19/2025. Each RSU represents a contingent right to receive one share of GXO common stock or a cash payment equal to the fair market value of one share. The RSUs vest in three equal annual installments on August 19, 2026, August 19, 2027, and August 19, 2028, conditioned on the reporting persons continued employment with GXO.

The filing reports the 29,805 RSUs as a direct beneficial ownership position following the grant and records the transaction price as $0, consistent with typical equity compensation awards where shares are not purchased by the insider.

Patrick Michael Kelleher, identified as an officer (Chief Executive Officer) and director of GXO Logistics, Inc. (GXO), filed an initial Form 3 reporting the event date 08/19/2025. The filing states that at the time he became an officer of GXO he did not beneficially own any securities of the issuer, either directly or indirectly. The Form references an attached Exhibit 24 Power of Attorney and is signed on behalf of the reporting person by an attorney-in-fact.

Orbis and affiliated entities report a material, passive stake in GXO Logistics totaling 13,173,596 shares, representing 11.5% of the outstanding common stock. The holding is disclosed on an amended Schedule 13G/A as a non‑control position held in the ordinary course of business.

The ownership is concentrated in Orbis Investment Management Limited with 12,962,110 shares (reported separately as 11.3% of the class), while Orbis Investment Management (U.S.), L.P. holds 202,710 shares and Allan Gray Australia Pty Ltd holds 8,776 shares. Reporting persons are classified as Non‑U.S. institutions or investment advisers and disclaim group control and intent to influence management.

Paul Blanchett, Chief Accounting Officer of GXO Logistics, Inc. (GXO), reported transactions on a Form 4 dated 08/11/2025 covering activity on 08/08/2025. The filing shows a disposition of 17,836 shares of GXO common stock reported with code "V" and the acquisition of 5,961 restricted stock units (RSUs) on the same date.

Each RSU represents a contingent right to one share or a cash payment equal to one share's fair market value, and the RSUs vest in three equal annual installments on August 8, 2026, August 8, 2027 and August 8, 2028, subject to continued employment. The Form is signed by an attorney-in-fact on 08/11/2025.