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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):
June 19, 2025
GXO
LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-40470 |
86-2098312 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(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 7.01. Regulation FD Disclosure
On June 19, 2025, GXO Logistics,
Inc. (the “Company”) announced that the Company was raising its full-year organic revenue growth, adjusted EBITDA and adjusted diluted EPS guidance following completion of
regulatory review by the United Kingdom’s Competition and Markets Authority (the “CMA”) and the conditional clearance
by the CMA of the Company’s previously completed acquisition of Wincanton plc. In connection with such announcement, the Company
issued a press release, which press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is 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) The following exhibits are being filed herewith:
Exhibit
Number |
|
Description |
99.1 |
|
Press release, dated June 19, 2025 |
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: June 20, 2025 |
GXO LOGISTICS, INC. |
|
|
|
By: |
/s/ Karlis P. Kirsis |
|
Name: |
Karlis P. Kirsis |
|
Title: |
Chief Legal Officer |