GXO Logistics’ institutional holders report an 11.7% stake in the company’s common stock. As of 12/31/2025, Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. together beneficially owned 13,424,844 GXO shares.
The firms report sole voting and dispositive power over their respective holdings, with Orbis Investment Management Limited accounting for most of the position. They state the shares are held in the ordinary course of business, not for changing or influencing control of GXO, and they file on a passive Schedule 13G basis.
Positive
None.
Negative
None.
Insights
Large passive holder reports an 11.7% GXO stake.
Orbis Investment Management Limited and related advisers disclose beneficial ownership of 13,424,844 GXO shares, or 11.7% of the common stock as of 12/31/2025. Voting and dispositive power are reported as solely held by each adviser over its own block.
The group certifies that the position is held in the ordinary course of business and not to influence control, consistent with a Schedule 13G filing. That framing suggests a passive investment posture rather than an activist campaign in GXO.
Because the filing is an amendment, it updates ownership status rather than describing a specific new transaction. Subsequent GXO filings or future ownership reports would be needed to assess any meaningful changes in this stake over time.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
GXO Logistics, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
36262G101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
36262G101
1
Names of Reporting Persons
Orbis Investment Management Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
12,961,835.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
12,961,835.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,961,835.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.3 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
36262G101
1
Names of Reporting Persons
Allan Gray Australia Pty Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
AUSTRALIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,776.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,776.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,776.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
36262G101
1
Names of Reporting Persons
Orbis Investment Management (U.S.), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
454,233.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
454,233.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
454,233.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GXO Logistics, Inc.
(b)
Address of issuer's principal executive offices:
TWO AMERICAN LANE, GREENWICH, CONNECTICUT
06831
Item 2.
(a)
Name of person filing:
Orbis Investment Management Limited
Allan Gray Australia Pty Ltd
Orbis Investment Management (U.S.), L.P.
(b)
Address or principal business office or, if none, residence:
Orbis Investment Management Limited
25 Front Street
Hamilton HM11, Bermuda
Allan Gray Australia Pty Ltd
Level 2, Challis House, 4 Martin Place
Sydney NSW2000, Australia
Orbis Investment Management (U.S.), L.P.
One Letterman Drive, Building C, Suite CM-100, The Presidio of San Francisco
San Francisco, CA 94129-1492, USA
(c)
Citizenship:
Orbis Investment Management Limited - BERMUDA
Allan Gray Australia Pty Ltd - AUSTRALIA
Orbis Investment Management (U.S.), L.P. - DELAWARE
(d)
Title of class of securities:
Common Stock, $0.01 Par Value
(e)
CUSIP No.:
36262G101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Equivalent to IA (Orbis Investment Management Limited and Allan Gray Australia Pty Ltd).
Item 4.
Ownership
(a)
Amount beneficially owned:
13,424,844
(b)
Percent of class:
11.7 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 12,961,835
Allan Gray Australia Pty Ltd - 8,776
Orbis Investment Management (U.S.), L.P. - 454,233
(ii) Shared power to vote or to direct the vote:
Orbis Investment Management Limited - 0
Allan Gray Australia Pty Ltd - 0
Orbis Investment Management (U.S.), L.P. - 0
(iii) Sole power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 12,961,835
Allan Gray Australia Pty Ltd - 8,776
Orbis Investment Management (U.S.), L.P. - 454,233
(iv) Shared power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 0
Allan Gray Australia Pty Ltd - 0
Orbis Investment Management (U.S.), L.P. - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Limited.
Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Allan Gray Australia Pty Ltd.
Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management (U.S.), L.P..
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Information with respect to each of Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. Orbis Investment Management Limited and Allan Gray Australia Pty Ltd are classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). Orbis Investment Management (U.S.), L.P. is classified as an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a).
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited and Allan Gray Australia Pty Ltd is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in GXO (GXO) do the Orbis and Allan Gray entities report?
The reporting investment advisers collectively beneficially own 13,424,844 shares of GXO common stock, representing 11.7% of the outstanding class as of December 31, 2025. This makes them significant institutional shareholders in GXO Logistics.
Which institutions are listed as reporting persons in this GXO (GXO) Schedule 13G/A?
The filing lists Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. as reporting persons. Each reports sole voting and dispositive power over the GXO shares it beneficially owns, with no shared authority disclosed.
How many GXO (GXO) shares does Orbis Investment Management Limited hold?
Orbis Investment Management Limited reports beneficial ownership of 12,961,835 GXO shares. It has sole power to vote and dispose of all these shares. Other persons, such as its clients, may have rights to dividends or sale proceeds tied to these securities.
Is the GXO (GXO) stake held on an active or passive basis?
The investors certify the GXO shares were acquired and are held in the ordinary course of business, not to change or influence control. They file on a Schedule 13G basis, which is used for passive ownership rather than activist control intentions.
Does any single party control dividends or proceeds from the GXO (GXO) shares?
The filing explains that other persons have rights to receive dividends, direct dividend receipts, or receive sale proceeds for GXO shares beneficially owned by each adviser. This reflects typical asset-management arrangements where underlying clients economically benefit from the holdings.
What voting power do the reporting advisers have over GXO (GXO) shares?
Each adviser reports sole voting power over its GXO holdings and no shared voting power. Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. each control how their respective shares are voted on corporate matters.
