8-K
GXO Logistics, Inc. (GXO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 ****
Date of Report (date of earliest event reported):August 4, 2025
GXO
LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40470 | 86-2098312 |
|---|---|---|
| (State<br>or other jurisdiction <br><br>of incorporation) | (Commission<br> <br><br>File Number) | (IRS Employer<br><br> Identification No.) |
| Two American Lane****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)
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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications<br> 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:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | GXO | New<br> 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 August 4, 2025, GXO Logistics, Inc. (the “Company”) and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer of the Company in March 2026. Mr. Oran will continue to serve as Chief Financial Officer until his departure or until such earlier date as his successor is appointed.
Subject to Mr. Oran’s entry into a separation agreement with the Company that includes a general release of claims in favor of the Company, (a) Mr. Oran will receive (i) all severance payments due to him in connection with a termination without cause under the Company’s Severance Plan, and (ii) certain outplacement services; and (b) Mr. Oran’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.
SIGNATURES
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.
| GXO Logistics, Inc. | ||
|---|---|---|
| Date: August 5, 2025 | By: | /s/<br>Karlis P. Kirsis |
| Name: | Karlis P. Kirsis | |
| Title: | Chief Legal Officer |