FDXF Filings — Fedex Freight Holding Company, Inc. - FilingSpy
FDXF
Fedex Freight Holding Company, Inc.
A less-than-truckload freight carrier that moves smaller shipments by consolidating many customers' loads onto one trailer, offering the premium FedEx Freight Priority and value-priced FedEx Freight Economy across the U.S., Canada, and Mexico. It traces to Viking Freight, a California trucking company founded in 1966, acquired by FedEx in 1998 and rebranded as FedEx Freight in 2002, then spun off into an independent NYSE company in June 2026. Where most FedEx logos show an orange "Ex," FedEx Freight's is red—the color the brand reserves for its freight unit.
FedEx Freight HRCC approves TY26 AIC Plan, TY26–CY28 LTIP, and Spin-Off bonuses for executives.
Effective June 24, 2026, the HRCC approved the TY26 AIC Plan for the transition year June 1 to December 31, 2026, with payouts based on adjusted consolidated operating income.
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The TY26–CY28 LTIP grants PSUs and RSUs on June 29, 2026, with PSUs tied to adjusted free cash flow and EPS goals, and RSUs vesting in installments through 2029.
CEO John A. Smith received a $1,000,000 RSU grant and a 450% LTIP target payout; other executives received $100,000 cash bonuses and RSUs ranging from $250,000 to $500,000.
CFO Marshall W. Witt received a $585,000 cash bonus under his offer letter dated September 30, 2025.
The HRCC adopted an Equity-Based Retirement Policy effective June 24, 2026, with prorated vesting for PSUs and full vesting for RSUs upon qualified retirement.
Converted PSUs from the FedEx spin-off will use the same performance measures as the LTIP PSUs, with Mr. Smith holding $825,000 and others $155,000 in target value.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
FedEx Freight reports Q4 FY2026 revenue up 4.8% to $2.4B, operating income down 66.9% to $158M
Fourth quarter fiscal 2026 revenue was $2.4 billion, a 4.8% increase year-over-year.
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Operating income was $158 million, a 66.9% decrease; adjusted operating income was $363 million, a 23.9% decrease.
Operating margin was 6.6% and adjusted operating margin was 15.1%, compared to an operating margin of 20.8% in the prior year.
Full fiscal 2026 revenue was $8.8 billion, a 1.1% decrease; operating income was $616 million, a 58.6% decrease; adjusted operating income was $1.1 billion, a 25.6% decrease.
The company introduced guidance for the seven-month transition period ending December 31, 2026, forecasting revenue growth of 4% to 6% and diluted EPS of $1.75 to $1.95 before MTM retirement plan accounting adjustments.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
FedEx Freight completes spin-off from FedEx, becoming independent public company
On June 1, 2026, FedEx Freight completed its spin-off from FedEx Corporation, distributing 80.1% of its common stock to FedEx stockholders.
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Each FedEx stockholder received one share of FedEx Freight common stock for every two shares of FedEx common stock held as of May 15, 2026.
FedEx Freight entered into several agreements with FedEx, including Separation and Distribution, Transition Services, Tax Matters, Employee Matters, Intellectual Property Cross-License, Trademark License, and Stockholder and Registration Rights Agreements.
The company drew down the full $600 million under its Term Loan Facility on May 27, 2026, with proceeds used to finance a cash dividend.
The board of directors was expanded to ten members, with new directors appointed and a classified board structure established.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.03 Material Modification to Rights of Security Holders · 5.01 Changes in Control of Registrant · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Leadership8-K
Guy M. Erwin II named Senior VP & Chief Accounting Officer of FedEx Freight, effective June 1, 2026.
He previously served as Interim Principal Accounting Officer of FedEx (Oct 2023–Apr 2024) and Staff Vice President and Corporate Controller (Sep 2021–Oct 2023).
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On May 14, 2026, Guy M. Erwin II was appointed Senior Vice President – Chief Accounting Officer of FedEx Freight Holding Company, Inc., effective June 1, 2026.
Mr. Erwin, 49, will continue as Corporate Vice President – Chief Accounting Officer of FedEx Corporation through May 31, 2026.
In connection with his appointment, he is expected to receive a special equity-based award, base salary, and eligibility for annual incentive and long-term incentive plans.
No reportable transactions under Item 404(a) or family relationships with FedEx Freight directors or officers were disclosed.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
FedEx Freight spin-off from FedEx set for June 1, 2026, with 80.1% distribution to FedEx stockholders.
On May 11, 2026, the SEC declared effective FedEx Freight's Form 10 registration statement for its separation from FedEx.
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On May 13, 2026, FedEx's board declared a pro rata dividend of 80.1% of FedEx Freight common stock to FedEx stockholders of record on May 15, 2026.
FedEx stockholders will receive one share of FedEx Freight common stock for every two shares of FedEx common stock held; cash will be paid for fractional shares.
FedEx Freight common stock will begin trading on the NYSE under the symbol 'FDXF' on June 1, 2026.
FedEx will retain 19.9% of FedEx Freight shares and plans to dispose of them within 24 months; FedEx Freight will pay a $4.1 billion cash dividend to FedEx pre-separation.
8.01 Other Events · 9.01 Financial Statements and Exhibits