[SCHEDULE 13G] GXO Logistics, Inc. Passive Investment Disclosure (>5%)
Spruce House reports 5.2% stake in GXO Logistics
Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LLC, Zachary Sternberg and Benjamin Stein report beneficial ownership of GXO Logistics, Inc. common stock.
Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LLC, Zachary Sternberg and Benjamin Stein report beneficial ownership of GXO Logistics, Inc. common stock. Each reporting person is listed as beneficially owning 6,003,988 shares, representing 5.2% of the outstanding common stock.
All reported shares are held directly by The Spruce House Partnership LLC, with the other entities and individuals having shared power to vote and dispose of these shares and no sole voting or dispositive power. The reporting persons state that this filing should not be deemed an admission of beneficial ownership beyond any pecuniary interest they may have.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:6,003,988 sharesPercent of class:5.2%Sole voting power:0 shares+3 more
6 metrics
Beneficially owned shares6,003,988 sharesCommon stock of GXO Logistics, Inc. reported by each Spruce House reporting person
Percent of class5.2%Portion of GXO Logistics common stock beneficially owned by each reporting person
Sole voting power0 sharesNumber of GXO shares over which each reporting person has sole voting power
Shared voting power6,003,988 sharesNumber of GXO shares over which each reporting person has shared voting power
Sole dispositive power0 sharesNumber of GXO shares over which each reporting person has sole dispositive power
Shared dispositive power6,003,988 sharesNumber of GXO shares over which each reporting person has shared dispositive power
"Amount beneficially owned: Spruce House Investment Management LLC - 6,003,988"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 6,003,988.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 6,003,988.00"
pecuniary interestfinancial
"disclaims beneficial ownership of the shares reported herein except to the extent of the Reporting Person's pecuniary interest"
Schedule 13Gregulatory
"This shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares for purposes of Section 13"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many GXO (GXO) shares do the Spruce House entities report owning?
The Spruce House entities report beneficial ownership of 6,003,988 shares of GXO Logistics common stock. All of these shares are held directly by The Spruce House Partnership LLC, with other reporting persons having shared voting and dispositive power.
What percentage of GXO (GXO) does Spruce House report owning?
The reporting persons state they beneficially own 5.2% of GXO Logistics’ common stock. This 5.2% figure is reported consistently for each Spruce House entity and the two individuals in the Schedule 13G filing.
Who are the reporting persons in this GXO (GXO) Schedule 13G?
The reporting persons are Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership LLC, Zachary Sternberg, and Benjamin Stein. All are associated with the same 6,003,988 GXO shares held by The Spruce House Partnership LLC.
Do the Spruce House reporting persons have sole or shared voting power over GXO (GXO) shares?
The Schedule 13G shows 0 shares with sole voting power and 6,003,988 shares with shared voting power for each reporting person. Voting and dispositive power are shared through The Spruce House Partnership LLC.
Where are the Spruce House reporting persons for GXO (GXO) organized or citizens of?
Spruce House Investment Management LLC, Spruce House Capital LLC, and The Spruce House Partnership LLC are organized in Delaware. Zachary Sternberg and Benjamin Stein are citizens of the United States of America, as disclosed in the Schedule 13G.
Do the Spruce House reporting persons admit full beneficial ownership of their GXO (GXO) shares?
The filing states it shall not be deemed an admission that the reporting persons are beneficial owners for Section 13 purposes. Each disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GXO Logistics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
36262G101
(CUSIP Number)
07/14/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
36262G101
1
Names of Reporting Persons
Spruce House Investment Management LLC
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
0.00
6
Shared Voting Power
6,003,988.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,003,988.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,988.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
36262G101
1
Names of Reporting Persons
Spruce House Capital LLC
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
0.00
6
Shared Voting Power
6,003,988.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,003,988.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,988.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
36262G101
1
Names of Reporting Persons
The Spruce House Partnership LLC
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
0.00
6
Shared Voting Power
6,003,988.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,003,988.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,988.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
36262G101
1
Names of Reporting Persons
Zachary Sternberg
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,003,988.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,003,988.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,988.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
36262G101
1
Names of Reporting Persons
Benjamin Stein
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,003,988.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,003,988.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,988.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Spruce House Investment Management LLC
Spruce House Capital LLC
The Spruce House Partnership LLC
Zachary Sternberg
Benjamin Stein
(b)
Address or principal business office or, if none, residence:
435 Hudson Street, Suite 804
New York, NY 10014
(c)
Citizenship:
Spruce House Investment Management - Delaware
Spruce House Capital - Delaware
The Spruce House Partnership - Delaware
Zachary Sternberg - United States of America
Benjamin Stein - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
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).
Item 4.
Ownership
(a)
Amount beneficially owned:
Spruce House Investment Management LLC - 6,003,988
Spruce House Capital LLC - 6,003,988
The Spruce House Partnership LLC - 6,003,988
Zachary Sternberg - 6,003,988
Benjamin Stein - 6,003,988
(b)
Percent of class:
Spruce House Investment Management LLC 5.2%
Spruce House Capital LLC - 5.2%
The Spruce House Partnership LLC - 5.2%
Zachary Sternberg - 5.2%
Benjamin Stein - 5.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Spruce House Investment Management LLC - 0
Spruce House Capital LLC - 0
The Spruce House Partnership LLC - 0
Zachary Sternberg - 0
Benjamin Stein - 0
(ii) Shared power to vote or to direct the vote:
Spruce House Investment Management LLC - 6,003,988
Spruce House Capital LLC - 6,003,988
The Spruce House Partnership LLC - 6,003,988
Zachary Sternberg - 6,003,988
Benjamin Stein - 6,003,988
(iii) Sole power to dispose or to direct the disposition of:
Spruce House Investment Management LLC - 0
Spruce House Capital LLC - 0
The Spruce House Partnership LLC - 0
Zachary Sternberg - 0
Benjamin Stein - 0
(iv) Shared power to dispose or to direct the disposition of:
Spruce House Investment Management LLC - 6,003,988
Spruce House Capital LLC - 6,003,988
The Spruce House Partnership LLC - 6,003,988
Zachary Sternberg - 6,003,988
Benjamin Stein - 6,003,988
All of the shares which Spruce House Investment Manager LLC, Spruce House Capital LLC, The Spruce House Partnership LLC, Zachary Sternberg, and Benjamin Stein (collectively, the "Reporting Persons") may be deemed to beneficially own are held directly by The Spruce House Partnership LLC. Spruce House Investment Management LLC and Spruce House Capital LLC are the investment advisor to and general partner of, respectively, The Spruce House Partnership LLC, and may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by The Spruce House Partnership LLC. By virtue of their positions with certain of the Reporting Persons, each of Messrs. Sternberg and Stein may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held directly by The Spruce House Partnership LLC. This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
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.
Not Applicable
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.
Not Applicable
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 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.
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.
