Orbis Investment Management Limited and related filers report beneficial ownership of 36,397,974 shares of RXO, Inc., representing 22.1% of the class. The filing (Amendment No. 8 to a Schedule 13G/A) breaks ownership across reporting persons: Orbis Investment Management Limited holds 34,686,304 shares, Orbis Investment Management (U.S.), L.P. holds 1,678,976 shares, and Allan Gray Australia Pty Ltd holds 32,694 shares. The filing states certain third parties have rights to dividends or proceeds for the shares held by each reporting person. Signature dates appear as 05/15/2026.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed: 36.4M shares (22.1%).
The filing lists a combined beneficial position of 22.1% represented by three reporting entities, led by Orbis Investment Management Limited with 34,686,304 shares. The disclosure treats some dividend/proceeds rights as held by other persons.
Timing and trading intent are not stated; subsequent filings would show any changes. Cash‑flow treatment is not detailed in the excerpt.
Stake size may affect governance dynamics but no group claim made.
The reporting persons explicitly disclaim forming a Section 13(d)(3) group and do not claim joint control; each disclaims beneficial ownership of shares held by the others. The filing therefore reports aggregate economic ownership without asserting coordinated voting control.
Watch subsequent amendments for any change in group status or voting agreements; the excerpt provides no such qualifier.
Key Figures
Total beneficially owned:36,397,974 sharesPercent of class:22.1%Orbis Investment Management Limited holding:34,686,304 shares+3 more
6 metrics
Total beneficially owned36,397,974 sharesaggregate reported by the three filing entities
Percent of class22.1%reported percent of RXO common stock
Orbis Investment Management Limited holding34,686,304 sharessole voting and dispositive power reported
Orbis Investment (U.S.), L.P. holding1,678,976 sharessole voting and dispositive power reported
Allan Gray Australia holding32,694 sharessole voting and dispositive power reported
Signature date05/15/2026dates on the signed filing pages
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, Section 13(d)(3)
4 terms
Schedule 13G/Aregulatory
"Amendment No. 8 ) RXO, Inc. Common Stock, $0.01 Par Value"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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.
sole dispositive powerregulatory
"7 | Sole Dispositive Power 34,686,304.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Section 13(d)(3)regulatory
"none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3)"
Orbis and affiliates report beneficial ownership of 36,397,974 shares, equal to 22.1% of RXO common stock. This total is split across three reporting entities, led by Orbis Investment Management Limited with 34,686,304 shares.
Which entities filed the Schedule 13G/A for RXO (RXO)?
The filing was made by Orbis Investment Management Limited, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. Addresses and citizenships for each filer are provided in the filing text.
Does the filing state voting or dispositive power for the shares?
Yes. The filing shows sole voting and dispositive power amounts: Orbis Investment Management Limited 34,686,304, Orbis (U.S.) 1,678,976, Allan Gray 32,694. Shared powers are reported as 0.
Does the Schedule 13G/A say the filers act as a group under Section 13(d)?
No. The filing explicitly states that, despite filing together, the reporting persons do not represent they are a group for Section 13(d)(3) purposes and each disclaims beneficial ownership of shares owned by the others.
Are third parties entitled to dividends or proceeds on these RXO shares?
The filing states that other persons have rights to dividends or proceeds with respect to the shares beneficially owned by each reporting person, but it does not identify those third parties in the excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
RXO, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
74982T103
(CUSIP Number)
03/31/2026
(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):
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
34,686,304.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
34,686,304.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
34,686,304.00
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)
21.1 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP Number(s):
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 Number(s):
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 %
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:
36,397,974
(b)
Percent of class:
22.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 34,686,304
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 - 34,686,304
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.
