8-KOther EventsExhibits & Filings

FedEx Freight Holding Company, Inc. 8-K Report, Corporate Update (May 13, 2026)

Filed May 13, 2026For Securities:FDXF

Summary

FedEx Freight Holding Company, Inc. (FDXF) has filed an 8-K report detailing the effectiveness of its Form 10 Registration Statement with the SEC, a key step in its separation from FedEx Corporation. The company announced that on May 13, 2026, the FedEx Board of Directors declared an 80.1% pro rata dividend of FDXF's outstanding shares to FedEx stockholders. This distribution is set to occur for stockholders of record as of May 15, 2026, with FDXF common stock expected to commence trading on the NYSE under the ticker "FDXF" on June 1, 2026. FedEx stockholders will receive one share of FDXF for every two shares of FedEx held. FedEx Corporation will retain a 19.9% stake, to be divested within 24 months through debt repayment or further shareholder distributions. In preparation for the separation, FedEx Freight will make a significant cash dividend of approximately $4.1 billion to FedEx, funded by its recent senior notes offering and term loan facility. This filing is crucial for investors to understand the upcoming spin-off and the establishment of FDXF as an independent entity.

Key Highlights

  • 1SEC declares FedEx Freight Holding Company, Inc. (FDXF) Form 10 Registration Statement effective, paving the way for separation.
  • 2FedEx Board of Directors approved an 80.1% pro rata dividend of FDXF shares to FedEx stockholders.
  • 3Record date for the FDXF share distribution is May 15, 2026.
  • 4FDXF common stock is scheduled to begin trading on the NYSE under the symbol "FDXF" on June 1, 2026.
  • 5FedEx stockholders will receive one share of FDXF for every two shares of FedEx held.
  • 6FedEx Freight will pay a cash dividend of approximately $4.1 billion to FedEx prior to the separation.
  • 7FedEx will retain a 19.9% stake in FDXF, with plans for divestiture within 24 months.

Frequently Asked Questions

This 8-K filing announces that the U.S. Securities and Exchange Commission (SEC) has declared effective the Registration Statement on Form 10 for FedEx Freight Holding Company, Inc. (FDXF). This is a critical step towards the complete separation of FedEx Freight from FedEx Corporation into a new, independent, publicly traded company.

FedEx stockholders of record as of May 15, 2026, will receive a pro rata dividend of 80.1% of FedEx Freight's outstanding shares. Specifically, they will be entitled to one share of FedEx Freight common stock for every two shares of FedEx common stock they hold. Cash will be provided in lieu of fractional shares.

FedEx Freight common stock is expected to begin trading on the New York Stock Exchange (NYSE) under the ticker symbol "FDXF" on June 1, 2026.

Prior to the separation, FedEx Freight will pay a cash dividend of approximately $4.1 billion to FedEx Corporation. This dividend is funded by proceeds from a senior notes offering completed in February 2026 and borrowings under its delayed-draw term loan facility.