GXO plans CRO Europe transition; two $500,000 payments disclosed

GXO Logistics announced that Richard Cawston, Chief Revenue Officer & President of Europe, will depart in March 2026.

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

Planned leadership transition with defined severance and equity treatment.

GXO Logistics disclosed a scheduled departure for its Chief Revenue Officer & President of Europe in March 2026, allowing time for continuity and transition. The filing outlines compensation consistent with a termination without cause framework and references an existing July 12, 2021 Service Agreement.

Cash elements include two additional payments of $500,000 each on the second and third anniversaries of the termination date, contingent on non‑compete compliance, plus outplacement services. Equity awards will vest pro‑rata through the termination date, with performance‑based RSUs vesting only to the extent earned based on actual performance.

The company also furnished an organizational press release. Actual impact depends on execution of the transition and the successor’s performance; the filing provides a clear framework but no operational metrics.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did GXO announce?

GXO stated that Richard Cawston, Chief Revenue Officer & President of Europe, will depart in March 2026 and remain in role until then or an earlier transition.

What payments will Richard Cawston receive upon departure from GXO (GXO)?

Subject to a settlement with a general release, he will receive severance per the Severance Plan and his July 12, 2021 Service Agreement, plus two additional payments of $500,000 on the second and third anniversaries of his termination date, contingent on non‑compete compliance.

How are Richard Cawston’s GXO equity awards treated?

Outstanding service‑based RSUs and performance‑based RSUs (to the extent earned based on actual performance) will vest pro‑rata through his termination date under existing terms.

Did GXO provide additional context on organizational changes?

Yes. GXO furnished a press release announcing changes to accelerate growth, simplify its structure, and strengthen execution.

Is the GXO press release considered filed or furnished?

It was furnished under Item 7.01 and is not deemed filed for Section 18 purposes or incorporated by reference unless specifically stated.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/29/2025 - 04:16 PM Learn about SEC filing dates

0001852244FALSE00018522442025-10-242025-10-24

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): October 24, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2025, GXO Logistics, Inc. (the “Company”) and Richard Cawston mutually agreed that Mr. Cawston will depart from his employment as Chief Revenue Officer & President of Europe of the Company in March 2026. Mr. Cawston will continue to serve as Chief Revenue Officer & President of Europe until his departure or until such earlier date as a successful transition has occurred.

Subject to Mr. Cawston’s entry into a settlement agreement with the Company that includes a general release of claims in favor of the Company, (a) Mr. Cawston will receive (i) all severance payments and benefits due to him in connection with a termination without cause under the Company’s Severance Plan, as well as all pay and benefits due to him pursuant to his July 12, 2021 Service Agreement, (ii) two additional payments of $500,000 on each of the second and third anniversaries of his termination date, subject to Mr. Cawston’s not having competed with the Company or any of its subsidiaries or affiliates prior to each such payment date, and (iii) certain outplacement services; and (b) Mr. Cawston’s outstanding Company service-based restricted stock units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting through the termination date in accordance with their existing terms.

Item 7.01. Regulation FD Disclosure.

On October 29, 2025, the Company issued a press release announcing organizational changes to accelerate growth, simplify its structure, and strengthen execution. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, 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) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated October 29, 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: October 29, 2025						GXO LOGISTICS, INC.
						By:			/s/ Karlis P. Kirsis
						Name:			Karlis P. Kirsis
						Title:			Chief Legal Officer