Orbis Discloses 11.5% Stake in GXO (13.17M Shares) — 13G/A

Orbis and affiliated entities report a material, passive stake in GXO Logistics totaling 13,173,596 shares, representing 11.5% of the outstanding common stock.

Rhea-AI Filing Summary

Orbis and affiliated entities report a material, passive stake in GXO Logistics totaling 13,173,596 shares, representing 11.5% of the outstanding common stock. The holding is disclosed on an amended Schedule 13G/A as a non‑control position held in the ordinary course of business.

The ownership is concentrated in Orbis Investment Management Limited with 12,962,110 shares (reported separately as 11.3% of the class), while Orbis Investment Management (U.S.), L.P. holds 202,710 shares and Allan Gray Australia Pty Ltd holds 8,776 shares. Reporting persons are classified as Non‑U.S. institutions or investment advisers and disclaim group control and intent to influence management.

Positive

• Material stake: Reporting persons beneficially own 13,173,596 shares (11.5%) of GXO common stock.
• Concentrated ownership: Orbis Investment Management Limited holds 12,962,110 shares, representing the majority of the disclosed position.
• Passive declaration: Filers state holdings were acquired in the ordinary course and are not intended to influence control, providing clarity on intent.

Negative

• No intention to influence control: The filing explicitly disclaims acquisition for changing or influencing control, reducing potential for immediate active engagement.
• Disclaimers among filers: Each reporting person disclaims responsibility for the accuracy of others’ information, which may limit transparency about coordination.

Insights

Financial Analyst

TL;DR: A material 11.5% passive stake in GXO by Orbis signals sizeable institutional interest without stated intent to seek control.

This Schedule 13G/A shows a substantial beneficial position that is large enough to be material to GXO’s shareholder register and could influence market perception or liquidity for the stock. The filing explicitly frames the holdings as passive and acquired in the ordinary course, reducing near‑term likelihood of activist engagement. Breakdown shows concentration in the Bermuda entity, which holds the bulk of the position, while smaller U.S. and Australian entities hold the remainder. Impact assessment: impactful for shareholder composition but neutral on governance due to passive declaration.

Corporate Governance Expert

TL;DR: Orbis’s 11.5% stake is material to capitalization but the filing confirms no intent to change control and disclaims group coordination.

The report identifies reporting persons as FI/IA and notes disclaimers that limit attribution among them, which may complicate clarity over coordination. The certification states the securities are not held to influence control, and the filers disclaim responsibility for each other’s disclosures. For governance, this is impactful to ownership structure but not impactful as an activist or control event based on the stated intent.

FAQ

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

How many GXO (GXO) shares do Orbis and affiliates report owning?

The reporting persons disclose beneficial ownership of 13,173,596 shares of GXO common stock, equal to 11.5% of the class.

Which entities filed the Schedule 13G/A for GXO?

The filing lists Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. as the reporting persons.

Does the Schedule 13G/A indicate an intent to seek control of GXO?

No. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

How are the reported shares allocated among the reporting persons?

Orbis Investment Management Limited reports 12,962,110 shares, Orbis Investment Management (U.S.), L.P. reports 202,710 shares, and Allan Gray Australia Pty Ltd reports 8,776 shares.

What regulatory classifications do the reporting persons use in the filing?

Orbis Investment Management Limited and Allan Gray Australia are classified as Non‑U.S. institutions (FI) equivalent to investment advisers; Orbis Investment Management (U.S.), L.P. is classified as an investment adviser (IA).

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

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Accepted by SEC EDGAR 08/14/2025 - 12:46 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

GXO Logistics, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

36262G101

(CUSIP Number)

06/30/2025

(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 12,962,110.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,962,110.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,962,110.00

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 202,710.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 202,710.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

202,710.00

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)

0.2 %

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: 13,173,596
(b)	Percent of class: 11.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Orbis Investment Management Limited - 12,962,110 Allan Gray Australia Pty Ltd - 8,776 Orbis Investment Management (U.S.), L.P. - 202,710
	(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 - 12,962,110 Allan Gray Australia Pty Ltd - 8,776 Orbis Investment Management (U.S.), L.P. - 202,710
	(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.
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.

Orbis Investment Management Limited

Signature:	Matt Gaarder
Name/Title:	Attorney-in-Fact
Date:	08/14/2025

Allan Gray Australia Pty Ltd

Signature:	Matt Gaarder
Name/Title:	Attorney-in-Fact
Date:	08/14/2025

Orbis Investment Management (U.S.), L.P.

Signature:	Matt Gaarder
Name/Title:	Secretary
Date:	08/14/2025