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GXO Logistics (NYSE: GXO) shifts chair role to Patrick Byrne, trims board

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

GXO announces a non‑dispute chairman transition and trims its board size.

GXO Logistics, Inc. reports that Brad Jacobs will resign as Chairman and director effective December 31, 2025, and emphasizes that his decision is not due to any disagreement over operations, policies, or practices. That language is intended to reassure stakeholders that the change is not driven by underlying conflict or controversy at the board level.

Patrick Byrne will become the new Chairman of the Board as of the same effective date, providing continuity by naming a successor at the time of the announced departure. The board will also shrink from ten to nine directors, a modest structural adjustment that may streamline decision‑making but does not, by itself, signal a strategic shift. A press release dated December 15, 2025 communicates these governance changes more broadly to the market.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 11, 2025

 

 

 

GXO LOGISTICS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware 001-40470 86-2098312

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. 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, $0.01 par value per share GXO New York Stock Exchange
3.750% Notes due 2030 GXO/30 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.

 

Resignation of Director

 

On December 11, 2025, Brad Jacobs informed the board of directors (the “Board”) of GXO Logistics, Inc. (the “Company”) of his decision to resign from his position as Chairman of the Board and a member of the Board, effective December 31, 2025.

 

The decision by Mr. Jacobs to resign from the Board was not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.

 

In connection with the resignation of Mr. Jacobs, Patrick Byrne was appointed as the new Chairman of the Board and the size of the Board was reduced from ten directors to nine directors, in each case, effective as of Mr. Jacobs’ resignation.

 

Item 7.01 Regulation FD Disclosure.

 

On December 15, 2025, the Company issued a press release announcing Mr. Jacobs’ resignation from the Board and the appointment of Mr. Byrne as the new Chairman of the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as 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 December 15, 2025.
104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

 

 

 

 

SIGNATURES

 

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.

 

  GXO Logistics, Inc.  
     
Date: December 15, 2025 By: /s/ Karlis P. Kirsis
    Karlis P. Kirsis
    Chief Legal Officer

 

 

 

FAQ

What board change did GXO (GXO) announce?

GXO Logistics, Inc. announced that Brad Jacobs will resign as Chairman and as a member of the board, and that Patrick Byrne will become the new Chairman of the Board.

When will Brad Jacobs’ resignation from GXO’s board take effect?

Brad Jacobs’ resignation from GXO’s board and as Chairman will be effective on December 31, 2025.

Did Brad Jacobs resign from GXO because of a disagreement with the company?

No. GXO states that Mr. Jacobs’ decision to resign was not the result of any disagreement with the company regarding its operations, policies, or practices.

Who is the new Chairman of the Board at GXO Logistics?

Patrick Byrne has been appointed as the new Chairman of the Board, effective as of the time Brad Jacobs’ resignation becomes effective.

How is GXO’s board size changing with this leadership transition?

In connection with the transition, the size of GXO’s board of directors will be reduced from ten directors to nine directors, effective when Mr. Jacobs’ resignation takes effect.

Did GXO issue a press release about the chairman change?

Yes. GXO issued a press release dated December 15, 2025 announcing Brad Jacobs’ resignation and Patrick Byrne’s appointment as Chairman of the Board.
Gxo Logistics Incorporated

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6.08B
112.09M
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5.92%
Integrated Freight & Logistics
Transportation Services
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United States
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