Orbis Investment Management Limited, Allan Gray Australia Pty Ltd and Orbis Investment Management (U.S.), L.P. report beneficial ownership of 34,677,755 shares of RXO, Inc. common stock, representing 21.1% of the class as of 12/31/2025.
Orbis Investment Management Limited has sole voting and dispositive power over 32,966,085 shares, Allan Gray Australia over 32,694 shares, and Orbis Investment Management (U.S.), L.P. over 1,678,976 shares, with no shared voting or dispositive power reported.
The firms describe themselves as investment advisers (or foreign equivalents) holding the shares in the ordinary course of business, state that they do not hold them for the purpose of changing or influencing control of RXO, and each disclaims beneficial ownership of shares reported by the other filers.
Positive
None.
Negative
None.
Insights
Orbis‑affiliated advisers disclose a sizable 21.1% passive stake in RXO.
The filing shows Orbis Investment Management Limited and related advisers collectively beneficially own 34,677,755 RXO common shares, or 21.1% of the class as of 12/31/2025. Orbis Investment Management Limited alone controls voting and disposal over 32,966,085 shares, indicating it is the dominant holder within this group of filers.
The advisers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control. They also emphasize that each Reporting Person disclaims beneficial ownership of shares attributed to the others, and they do not concede group status for Section 13(d)(3) purposes.
For RXO, this means a large, primarily non‑U.S. institutional holder has significant voting power but characterizes its stake as passive. Future ownership updates in later Schedule 13D/13G filings will clarify whether this percentage or the passive stance changes over subsequent reporting dates.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
RXO, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
74982T103
(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.
74982T103
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
32,966,085.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,966,085.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,966,085.00
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)
20.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
74982T103
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
32,694.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,694.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,694.00
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.
74982T103
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
1,678,976.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,678,976.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,678,976.00
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)
1.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RXO, Inc.
(b)
Address of issuer's principal executive offices:
11215 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NORTH CAROLINA
28277
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.:
74982T103
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:
34,677,755
(b)
Percent of class:
21.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 32,966,085
Allan Gray Australia Pty Ltd - 32,694
Orbis Investment Management (U.S.), L.P. - 1,678,976
(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 - 32,966,085
Allan Gray Australia Pty Ltd - 32,694
Orbis Investment Management (U.S.), L.P. - 1,678,976
(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 RXO (RXO) do the Orbis-related entities report?
The Orbis-related entities collectively report beneficial ownership of 34,677,755 RXO common shares, representing 21.1% of the outstanding class as of December 31, 2025. This makes them a major institutional holder with significant voting power in the company.
How many RXO (RXO) shares does Orbis Investment Management Limited control?
Orbis Investment Management Limited reports sole voting and dispositive power over 32,966,085 RXO common shares. It has no shared voting or dispositive authority, making it the primary holder among the reporting entities in this Schedule 13G/A filing.
What is the role of Allan Gray Australia Pty Ltd in RXO (RXO) ownership?
Allan Gray Australia Pty Ltd reports beneficial ownership of 32,694 RXO common shares, with sole voting and dispositive power over that amount. While small relative to the total, these shares are part of the combined 21.1% stake disclosed in the filing.
How many RXO (RXO) shares does Orbis Investment Management (U.S.), L.P. hold?
Orbis Investment Management (U.S.), L.P. reports 1,678,976 RXO common shares with sole voting and dispositive power. These U.S.-based adviser holdings form part of the total 34,677,755 shares, or 21.1% of RXO’s common stock, reported by the filers.
Do the Orbis-related filers seek to influence control of RXO (RXO)?
The reporting entities certify the RXO shares were acquired and are held in the ordinary course of business, not to change or influence control of the issuer. They explicitly state the holdings are not part of any control-seeking transaction or campaign.
Are the Orbis-related entities considered a group under Section 13(d) for RXO (RXO)?
The filing states that, although the entities report together, none admits being part of a group under Section 13(d)(3). Each disclaims beneficial ownership of shares reported by the others, limiting legal implications of joint reporting for RXO’s ownership structure.
