[8-K] GXO Logistics, Inc. Reports Material Event

Rhea-AI Filing Summary

IDEAYA Biosciences (IDYA) filed a Form S-8 on 5 Aug 2025 to register 2,000,000 additional common shares for issuance under its 2023 Employment Inducement Award Plan, raising the total shares registered for the plan to 4 million. The plan, adopted and amended by the board under Nasdaq Rule 5635(c)(4) without shareholder approval, is intended to grant equity awards to new hires. The filing incorporates by reference the company’s 2024 Form 10-K, 2025 Form 10-Qs and recent 8-Ks, and includes customary legal opinions and consents. No financial performance data or changes to corporate strategy are disclosed; the action is administrative and may cause modest dilution if all shares are issued.

Positive

• Enhanced hiring flexibility: additional shares strengthen IDYA’s ability to attract and retain specialized biotech talent through equity incentives.

Negative

• Potential dilution: up to 2 million new shares could marginally dilute existing shareholders when issued.

Insights

Equity Analyst

TL;DR – Routine S-8 adds 2 M shares for employee grants; minor dilution, neutral fundamental impact.

The registration simply increases the share pool available for inducement awards, bringing total potential issuance under this plan to roughly 4 % of IDYA’s 50 M outstanding shares (estimate based only on filing data). Such filings are common for high-growth biotech firms competing for talent. While the issuance could incrementally dilute existing holders once granted and vested, the move does not alter cash flows, debt, or near-term guidance. Given the absence of financial metrics or strategic shifts, I view the capital-markets impact as neutral.

Corporate Governance Specialist

TL;DR – Board-only adoption under Nasdaq 5635(c)(4) limits shareholder voice; standard but worth monitoring.

Use of the inducement exemption allows equity awards without shareholder approval, speeding recruitment but bypassing investor oversight of dilution limits. Exhibits show plan amendments on 25 Jun 2024 and 21 May 2025, suggesting iterative expansion. Governance risk is modest provided disclosures remain transparent and grants stay within market norms. Overall, the filing is not materially impactful yet signals a continued reliance on equity compensation.

0001852244FALSE00018522442025-08-052025-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 5, 2025

___________________________________

GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________________________

Delaware (State or other jurisdiction of incorporation)			001-40470 (Commission File Number)			86-2098312 (IRS Employer Identification No.)
Two American Lane Greenwich, Connecticut						06831
(Address of principal executive offices)						(Zip Code)
Registrant's telephone number, including area code: (203) 489-1287
Not Applicable
(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, par value $0.01 per share			GXO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition

On August 5, 2025, GXO Logistics, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit Number						Description
99.1						Press Release, dated August 5, 2025, issued by GXO Logistics, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2025						GXO LOGISTICS, INC.
						By:			/s/ Baris Oran
						Name:			Baris Oran
						Title:			Chief Financial Officer
									(Principal Financial Officer)

FAQ

Why did IDEAYA Biosciences (IDYA) file a Form S-8 on August 5, 2025?

To register 2,000,000 additional common shares for issuance under its 2023 Employment Inducement Award Plan.

How many total shares are now registered under IDYA’s Inducement Plan?

With this filing, the total available rises to 4,000,000 shares (2 M previously registered plus 2 M newly registered).

Does the plan require shareholder approval?

No. The board adopted and amended the plan under Nasdaq Rule 5635(c)(4), which exempts inducement grants from shareholder approval.

Will the Form S-8 impact IDEAYA’s earnings or cash position?

No financial statements are included. Registering shares is an administrative action and does not affect cash or earnings.

What exhibits are included with the S-8 filing?

Key exhibits include legal opinions (Ex. 5.1), auditor consent (Ex. 23.1), the amended Inducement Plan documents (Ex. 99 series) and the filing fee table (Ex. 107.1).