Do FedEx shareholders need to do anything to receive FedEx Freight shares?

No. Holders of FDX common stock as of the close of business on May 15, 2026 automatically receive one FDXF share for every two FDX shares. No vote or payment is required, and no appraisal rights apply. Cash is paid in lieu of fractional shares.

Why does FedEx retain a 19.9% stake in FedEx Freight?

The retained stake supports financial flexibility and capital structure objectives for both companies. FedEx intends to dispose of it within 24 months through debt-for-equity exchanges with creditors and/or through exchange offers and distributions to FedEx stockholders, which is required to preserve the tax-free status of the spin-off.

How will the debt and cash distribution affect FedEx Freight's balance sheet?

FedEx Freight will carry about $4.3 billion of long-term debt, net of issuance costs, after the spin-off. It will use the proceeds to pay FedEx a $4.1 billion cash dividend, and it has a $1.2 billion revolver that will not be drawn at closing. The filing reports pro forma total liabilities of $6.96 billion and a negative equity position of about $562 million. That leverage will weigh on FedEx Freight's standalone profile.

What should investors expect for FDX's trading around the distribution?

From May 27 through May 29, 2026, FDX trades in three markets: regular-way (with the FDXF entitlement), ex-distribution as FDX WI (without it), and FDXF WI for when-issued entitlements. After the June 1 distribution, FDX should reflect only the remaining FedEx business. The filing states that FDX's post-spin price is expected to be lower than before and that combined value may not match pre-spin value.

What risks does the filing highlight for the separation?

Key risks include the possibility that the spin-off is not completed on schedule or at all, disruption to existing business relationships, unanticipated separation costs, and the tax consequences if the transaction is found taxable. The information statement also notes that FedEx Freight is smaller than FedEx and will be exposed to LTL-specific cyclicality, competition, and a nine-month fiscal 2026 operating margin of 5.6%.

FDX 8-K SEC Disclosure — May 13, 2026

01—Abstract

Summary

Summary of the 8-K filed May 13, 2026. Cited figures are marked; the original filing is the authoritative source.

FedEx Corporation (FDX) has announced the final terms for the spin-off of its FedEx Freight LTL business.

The SEC declared FedEx Freight Holding Company's Form 10 effective on May 11, 2026, and the FedEx Board approved a pro rata distribution of 80.1% of FedEx Freight common stock to FDX holders of record as of May 15, 2026, at a ratio of one FDXF share for every two FDX shares. The separation is scheduled to take effect June 1, 2026, with FedEx Freight trading on the NYSE under "FDXF." FedEx will keep the remaining 19.9% and intends to dispose of it within 24 months, either through debt-for-equity exchanges with creditors or through exchange offers and distributions to FedEx stockholders. FedEx Freight is paying FedEx a cash dividend of approximately $4.1 billion^a, funded by a $3.7 billion senior notes offering completed in February 2026 and borrowings under a delayed-draw term loan.

Per the information statement, FedEx Freight will carry about $4.3 billion^b of debt at a weighted average rate of 4.79%, plus a $1.2 billion undrawn revolver. FedEx Freight reported $8.9 billion of revenue and $1.4 billion of operating income in fiscal 2025, a 15.8% operating margin. Its nine-month fiscal 2026 operating margin was 5.6%, down from 6.1% a year earlier, which investors should weigh against the fiscal 2025 figures.

The filing also notes that FedEx Freight will assume certain pension obligations and that the spin-off is tax-free under a private letter ruling, with a Skadden opinion as a closing condition that FedEx does not currently intend to waive. FedEx is also redeeming all €354.9 million of its 1.300%^c notes due 2031 on May 28, 2026, at the greater of par or a make-whole price.

FedEx shareholders need take no action, and trading in FDX will split into regular-way, ex-distribution, and when-issued markets from May 27 through May 29, 2026. Investors should expect FDX to trade ex-distribution with a lower price reflecting the removed FedEx Freight value, and the filing states no assurance that combined post-spin value will match pre-spin FDX value.

02—Key points

Key Highlights

Spin-off record date is May 15, 2026, with distribution of 80.1% of FedEx Freight (FDXF) stock at a ratio of 1 FDXF share per 2 FDX shares; effective June 1, 2026.
FedEx retains 19.9% of FedEx Freight and must dispose of it within 24 months to preserve the tax-free treatment of the spin-off.
FedEx Freight pays FedEx a ~$4.1 billion cash dividend funded by $3.7 billion of senior notes and a $0.6 billion term loan, at an estimated weighted average rate of 4.79%.
FedEx Freight standalone fiscal 2025: $8.9 billion revenue, $1.4 billion operating income, 15.8% operating margin; nine-month fiscal 2026 operating margin fell to 5.6% from 6.1%.
FedEx is redeeming all €354.9 million of its 1.300% notes due 2031 on May 28, 2026, at the greater of par or a make-whole price.
Spin-off is tax-free under an IRS private letter ruling, and FedEx does not currently intend to waive the Skadden tax opinion condition.
Trading splits into regular-way, ex-distribution (FDX WI), and when-issued markets from May 27 through May 29, 2026; FDX shares lose the value of FedEx Freight after the distribution.

03—Questions

Frequently Asked Questions

Do FedEx shareholders need to do anything to receive FedEx Freight shares?
No. Holders of FDX common stock as of the close of business on May 15, 2026 automatically receive one FDXF share for every two FDX shares. No vote or payment is required, and no appraisal rights apply. Cash is paid in lieu of fractional shares.
Why does FedEx retain a 19.9% stake in FedEx Freight?
The retained stake supports financial flexibility and capital structure objectives for both companies. FedEx intends to dispose of it within 24 months through debt-for-equity exchanges with creditors and/or through exchange offers and distributions to FedEx stockholders, which is required to preserve the tax-free status of the spin-off.
How will the debt and cash distribution affect FedEx Freight's balance sheet?
FedEx Freight will carry about $4.3 billion of long-term debt, net of issuance costs, after the spin-off. It will use the proceeds to pay FedEx a $4.1 billion cash dividend, and it has a $1.2 billion revolver that will not be drawn at closing. The filing reports pro forma total liabilities of $6.96 billion and a negative equity position of about $562 million. That leverage will weigh on FedEx Freight's standalone profile.
What should investors expect for FDX's trading around the distribution?
From May 27 through May 29, 2026, FDX trades in three markets: regular-way (with the FDXF entitlement), ex-distribution as FDX WI (without it), and FDXF WI for when-issued entitlements. After the June 1 distribution, FDX should reflect only the remaining FedEx business. The filing states that FDX's post-spin price is expected to be lower than before and that combined value may not match pre-spin value.
What risks does the filing highlight for the separation?
Key risks include the possibility that the spin-off is not completed on schedule or at all, disruption to existing business relationships, unanticipated separation costs, and the tax consequences if the transaction is found taxable. The information statement also notes that FedEx Freight is smaller than FedEx and will be exposed to LTL-specific cyclicality, competition, and a nine-month fiscal 2026 operating margin of 5.6%.

04—Continue

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