Orbis Investment Management Limited, Allan Gray Australia Pty Ltd and Orbis Investment Management (U.S.), L.P. reported aggregate beneficial ownership of 31,375,221 shares of RXO common stock, representing 19.1% of the class. The filing discloses that Orbis Investment Management Limited holds 30,752,212 shares with sole voting and dispositive power, Orbis Investment Management (U.S.), L.P. holds 595,033 shares, and Allan Gray Australia Pty Ltd holds 27,976 shares. The reporting persons state the shares are held in the ordinary course of business and that they do not hold the securities to change or influence control; they also disclaim being a group for Section 13(d)(3) purposes.
Positive
Material, transparent disclosure of aggregate beneficial ownership totaling 31,375,221 shares (19.1%) of RXO common stock
Clear allocation of sole voting and dispositive power by reporting person (Orbis Investment Management Limited: 30,752,212 shares)
Filing under Schedule 13G and certification state the holdings are in the ordinary course of business and not intended to influence control
Negative
None.
Insights
TL;DR: A single institutional reporting group now beneficially holds a material, nearly 20% passive stake in RXO, disclosed under Schedule 13G.
The filing shows 31,375,221 shares (19.1%) held collectively by three related reporting persons, with Orbis Investment Management Limited holding the vast majority as sole voting and dispositive owner of 30,752,212 shares. The filing is made under Schedule 13G, indicating a passive holding; the reporting persons expressly certify the shares are held in the ordinary course of business and not to influence control. Impact assessment: the position is material to shareholders due to size but the disclosure indicates no asserted intent to seek control.
TL;DR: Significant institutional ownership disclosed, with explicit disclaimers of group status and control intent.
The report identifies three reporting entities and specifies classifications: two non-U.S. institutions equivalent to an investment adviser and one U.S. investment adviser. Each reporting person disclaims beneficial ownership of shares held by the others and states it is not a group under Section 13(d)(3). The filing also includes a certification that holdings were not acquired to change or influence issuer control. From a governance perspective, the disclosure increases transparency about a substantial stake (19.1%) while indicating passive intent under the Schedule 13G framework.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
RXO, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
74982T103
(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.
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
30,752,212.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
30,752,212.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,752,212.00
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)
18.8 %
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
27,976.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
27,976.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
27,976.00
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)
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
595,033.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
595,033.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
595,033.00
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:
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:
31,375,221
(b)
Percent of class:
19.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 30,752,212
Allan Gray Australia Pty Ltd - 27,976
Orbis Investment Management (U.S.), L.P. - 595,033
(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 - 30,752,212
Allan Gray Australia Pty Ltd - 27,976
Orbis Investment Management (U.S.), L.P. - 595,033
(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.
How many RXO (RXO) shares do the reporting persons beneficially own collectively?
The reporting persons collectively beneficially own 31,375,221 shares of RXO common stock, representing 19.1% of the class.
What portion of the stake does Orbis Investment Management Limited directly hold?
Orbis Investment Management Limited directly holds 30,752,212 shares and reports sole voting and sole dispositive power over those shares.
Does the filing indicate an intent to influence control of RXO?
No; the filing includes certifications that the securities are held in the ordinary course of business and were not acquired to change or influence control.
Are the reporting persons considered a group under the filing?
The reporting persons state they are making the filing together but do not represent they are a group for purposes of Section 13(d)(3), and each disclaims beneficial ownership of the others' shares.
How are the reporting entities classified?
Orbis Investment Management Limited and Allan Gray Australia Pty Ltd are classified as non-U.S. institutions equivalent to investment advisers (FI equivalent to IA); Orbis Investment Management (U.S.), L.P. is classified as an investment adviser (IA).
