8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 24, 2025

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GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware<br><br>(State or other jurisdiction of<br><br>incorporation)	001-40470<br><br>(Commission File Number)	86-2098312<br><br>(IRS Employer Identification No.)
Two American Lane<br><br>Greenwich, Connecticut		06831
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: (203) 489-1287
Not Applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))		Securities registered pursuant to Section 12(b) of the Act:
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Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	GXO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2025, GXO Logistics, Inc. (the “Company”) and Richard Cawston mutually agreed that Mr. Cawston will depart from his employment as Chief Revenue Officer & President of Europe of the Company in March 2026. Mr. Cawston will continue to serve as Chief Revenue Officer & President of Europe until his departure or until such earlier date as a successful transition has occurred.

Subject to Mr. Cawston’s entry into a settlement agreement with the Company that includes a general release of claims in favor of the Company, (a) Mr. Cawston will receive (i) all severance payments and benefits due to him in connection with a termination without cause under the Company’s Severance Plan, as well as all pay and benefits due to him pursuant to his July 12, 2021 Service Agreement, (ii) two additional payments of $500,000 on each of the second and third anniversaries of his termination date, subject to Mr. Cawston’s not having competed with the Company or any of its subsidiaries or affiliates prior to each such payment date, and (iii) certain outplacement services; and (b) Mr. Cawston’s outstanding Company service-based restricted stock units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting through the termination date in accordance with their existing terms.

Item 7.01.	Regulation FD Disclosure.

On October 29, 2025, the Company issued a press release announcing organizational changes to accelerate growth, simplify its structure, and strengthen execution. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>Number	Description
99.1	Press Release, dated October 29, 2025, issued by GXO Logistics, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 29, 2025	GXO LOGISTICS, INC.
	By:	/s/ Karlis P. Kirsis
	Name:	Karlis P. Kirsis
	Title:	Chief Legal Officer

Document

GXO Announces Organizational Changes to Accelerate Growth

Appoints new leader of Americas & Asia Pacific; Simplifies management structure; Strengthens Execution

GREENWICH, Conn., October 29, 2025 — GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced organizational changes to accelerate growth, simplify its structure, and strengthen execution.

GXO CEO Patrick Kelleher said, “In my first 60 days, I’ve seen firsthand the strength of our foundation and the extraordinary potential ahead – for our business, our people, and our impact in the marketplace. The changes we’re announcing today sharpen our focus on growth, simplify our structure, and lay the groundwork for stronger execution across the organization.”

GXO appoints Michael Jacobs as President, Americas & Asia Pacific

GXO today announced the appointment of Michael Jacobs, formerly Senior Vice President of Supply Chain, Ferguson Enterprises, Inc., as President of the Americas and Asia Pacific, effective November 3.

Jacobs brings more than three decades of experience in all aspects of supply chain operations with expertise spanning consumer packaged goods, retail and industrial. At Ferguson, Jacobs led the transformation of its supply chain -- improving service, increasing productivity through robotics and automation and enhancing demand forecasting and product transit predictability by leveraging AI. At Keurig, Inc., he led worldwide distribution and e-commerce fulfilment, achieving best-in-class operating levels. Prior, he led global supply chain operations at Toys “R” Us, Inc., across all divisions in 33 countries.

Kelleher continued, “The Americas and Asia Pacific region is brimming with growth potential, and now is the right time to reenergize our approach to match its dynamics and opportunities. I am thrilled to welcome Michael to GXO. He brings a depth and breadth of experience across all aspects of supply chain and a proven track record of automation excellence and operational execution.”

Jacobs, who will be based in Dallas, succeeds Jorge Guanter whose leadership of the region since 2023 has set the stage for the next chapter of growth.

Simplifying management structure

The Company also announced that it is simplifying its management structure to strengthen execution. Effective immediately, the UK & Ireland and Continental Europe regions, led by Gavin Williams and Paul Mohan respectively, will report directly to the CEO. As part of this transition, Richard Cawston, who has served as President of Europe and Chief Revenue Officer since

2024, will pursue new opportunities outside of GXO yet will remain until a new Chief Commercial Officer is appointed.

“Both Europe and the UK & Ireland have seasoned leaders with highly experienced teams,” concluded Kelleher. “Streamlining the regional management structure will accelerate decision-making in these important markets. I am grateful for Richard’s many contributions to GXO over the past few years and appreciate his willingness to stay on-board to ensure a seamless transition.”

Strengthening execution

Additionally, a new Chief Operating Officer role is being established, reporting to the CEO, with responsibility for driving operational excellence through standardized global execution.

For more information about GXO’s executive leadership team, visit https://gxo.com/about-gxo/leadership-team.

About GXO

GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play contract logistics provider and is positioned to capitalize on the rapid growth of ecommerce, automation and outsourcing. GXO has over 150,000 team members across more than 1,000 facilities, totaling more than 200 million square feet. The company serves the world’s leading blue-chip companies to solve complex logistics challenges with technologically advanced supply chain and ecommerce solutions, at scale and with speed. GXO corporate headquarters is in Greenwich, Connecticut. Visit GXO.com for more information and connect with GXO on LinkedIn, X, Facebook, Instagram and YouTube.

Media contact

Matthew Schmidt

+1 203-307-2809

matt.schmidt@gxo.com

Investor contact

Kristine Kubacki, CFA

+1 203-769-7206

kristine.kubacki@gxo.com