8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 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):February 19, 2025

GXO

LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 7.01. Regulation FD Disclosure

On February 19, 2025, the United Kingdom Competition and Markets Authority (the “CMA”) published an Interim Report regarding GXO Logistics, Inc.’s (the “Company”) completed acquisition of Wincanton plc.

In the Interim Report, the CMA provisionally found no competition concerns with the acquisition of the vast majority of the Wincanton business, but provisionally identified that the acquisition may result in a substantial lessening of competition in the UK in relation to a very small set of large and sophisticated customers, which will represent less than 10% of Wincanton revenue. These companies have substantial pricing power, a demonstrated ability to fulfil their own logistics requirements and the choice of a wide range of logistics players that are more than capable of servicing their needs. GXO strongly disagrees with this provisional view, which does not reflect the evidence presented on the actual competitive dynamics of the market. GXO will engage constructively with the CMA as it completes its Phase 2 process and will continue to work towards full clearance of the transaction by the end of April.

The information furnished pursuant to this Item 7.01 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) The following exhibits are being filed herewith:

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.