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.
10-K · Fiscal year ended May 31, 2026 · SEC filing ↗
FedEx Freight spun off from FedEx with $4.3B in new debt, while operating income fell 62% to $540M on separation costs and weaker freight demand.
FedEx Freight became an independent company, but the separation left it with negative equity and a heavy debt load. slipped 1% to $8.8 billion while fell 62% to $540 million, as $492 million in spin-off costs and a 4% drop in shipments overwhelmed a 4% increase in revenue per shipment. The company enters its first year alone carrying $4.3 billion in debt against a soft freight cycle it expects to persist through 2026.
Key takeaways
The company completed its spin-off from FedEx Corporation on June 1, 2026, incurring $492 million in separation and other costs that drove the 62% decline in to $540 million.
fell 1% to $8.8 billion as a 4% drop in average daily shipments — tied to weak industrial demand, tariffs, and inflation — was partly offset by a 4% increase in revenue per shipment from higher fuel surcharges and heavier shipment weight.
collapsed to $167 million from $1.5 billion the prior year, largely because the company reacquired $1.0 billion in trade it had previously sold to FedEx under a that ended with the spin-off.
The company issued $3.7 billion in senior unsecured notes and borrowed $0.6 billion under a term loan, distributing $4.1 billion to FedEx; rose to $4.3 billion from $66 million, and swung to a deficit of $497 million.
Salaries and benefits rose 3% to $4.3 billion as over 1,500 employees transferred from FedEx and wage rates increased, while other operating expenses climbed 10% on higher outside service contracts and bad debt expense.
Management expects soft industrial conditions and elevated stand-alone company costs to continue pressuring results for the remainder of calendar 2026, with projected at $320 million to $340 million.
What to watch
Shipment volume trends against the 4% decline in FY2026, particularly as tariff and industrial-demand headwinds evolve through calendar 2026.
Stand-alone operating costs now that transitional service agreements with FedEx are in effect, including IT, branding, and the 1,500 transferred employees.
generation and the company's ability to service $4.3 billion in debt amid a negative equity position.
Section summaries
Business
FedEx Freight is the largest North American LTL carrier, operating a dual-service network of Priority and Economy offerings across the U.S., Canada, and Mexico.
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The company operates over 365 locations with nearly 30,000 motorized vehicles and serves approximately 108,000 active customers across diverse end-markets.
Its LTL portfolio consists of the premium, time-definite FedEx Freight Priority and the value-oriented FedEx Freight Economy, both running on a single integrated network.
Insurance and claims expense trajectory given the hardening market and 'nuclear' verdict risk cited in the filing.
FedEx Freight completed its spin-off from FedEx Corporation on June 1, 2026, and now trades as an independent public company under the ticker 'FDXF' on the NYSE.
The company's strategy emphasizes its scale (over 26,000 service center doors covering 98% of U.S. ZIP codes), a dedicated LTL salesforce, and a proprietary technology platform including the LTL Select system.
Key commercial initiatives target growth in SMB, healthcare, grocery, and data center/energy verticals, supported by differentiated services like Volume Services, Custom Critical, and FedEx Freight Direct.
The business is subject to seasonal fluctuations, with busier spring/fall periods and a slower late-December through February window, and operates under extensive DOT, FMCSA, and environmental regulations.
The spin-off from FedEx and a weak freight demand cycle, exacerbated by tariffs and inflation, are the dominant risks to the newly independent company.
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Macroeconomic headwinds, including inflation, elevated interest rates, and new or threatened tariffs (especially USMCA-related), are reducing shipment volumes and increasing costs, with continued negative impact expected through calendar 2026.
The spin-off introduces significant new risks: potential tax liabilities if the transaction fails to qualify as tax-free, restrictive covenants limiting strategic flexibility, and uncertainty around achieving anticipated benefits and managing $4.3 billion in new debt.
The company is highly exposed to fuel price volatility and supply disruptions without using derivative hedges, and its ability to offset costs through may be limited by competitive pressure.
A hardening insurance market, driven by 'nuclear' verdicts in the trucking industry, threatens to increase costs and reduce the availability of adequate excess liability coverage.
The company's reliance on the FedEx brand and technology under transitional agreements creates operational and reputational risks, including potential disruption if rebranding is required or IT systems fail to transition smoothly.
Labor-intensive operations face risks from a shrinking pool of qualified drivers, potential unionization efforts, and rising costs for employee benefits, including assumed legacy pension liabilities.
FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, with some administrative offices in Harrison, Arkansas. As of June 1, 2026, FedEx Freight operated nearly 30,000 motorized vehicles and over 365 locations (of which approximately 115 are owned and approxim…
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FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, with some administrative offices in Harrison, Arkansas. As of June 1, 2026, FedEx Freight operated nearly 30,000 motorized vehicles and over 365 locations (of which approximately 115 are owned and approximately 250 are leased), including approximately 355 shipping terminals (over 320 of which are in the United States) and approximately 10 linehaul relay sites, which are strategically located to provide service throughout North America. These facilities range in size from approximately 2,000 to 280,000 square feet of office and dock space.
FedEx Freight has focused on optimizing its network footprint while maintaining strong door count and improving lane efficiency. As of June 1, 2026, we remain the LTL industry leader with over 26,000 doors across our network. We believe this design allows us to operate at high capacity while maintaining the flexibility to accommodate new business, promoting service quality as customer needs evolve.
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Table of Contents
FedEx Freight and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of business. See Note 13, Contingencies, of the accompanying consolidated financial statements, which is incorporated herein by reference, for additional information.
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FedEx Freight and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of business. See Note 13, Contingencies, of the accompanying consolidated financial statements, which is incorporated herein by reference, for additional information.
Operating income fell 62% to $540M on $492M in spin-off costs and lower volumes, partially offset by higher yield.
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decreased 1% to $8.8B as a 4% drop in average daily shipments from weak industrial demand was partially offset by a 4% increase in revenue per shipment driven by higher fuel surcharges and weight per shipment.
fell 62% to $540M, with compressing 970 to 6.1%, primarily due to $492M in separation and other costs related to the spin-off from FedEx.
Salaries and employee benefits rose 3% to $4.3B reflecting the transfer of over 1,500 employees from FedEx and higher wage rates, while other operating expenses increased 10% due to higher outside service contracts and bad debt expense.
decreased $1.4B to $167M, largely driven by a $1.0B increase in from reacquiring trade receivables previously sold to FedEx under a terminated .
The company incurred $4.3B in new (net of costs) and distributed $4.1B to FedEx in connection with the spin-off, while expecting of $320M-$340M for the remainder of calendar 2026.
Management expects soft industrial economy conditions and elevated stand-alone company expenses to continue pressuring results for the remainder of calendar year 2026.
FedEx Freight's FY2026 net income fell to $655M from $1,346M, driven by $492M in spin-off separation costs and a 1% revenue decline.
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decreased 1% to $8,795M in FY2026, with declines across Priority, Economy, and Other service types.
dropped 62% to $540M, primarily due to $492M in separation and other costs related to the spin-off from FedEx Corporation.
Total assets surged to $6,884M from $5,022M, largely due to a $4.2B increase in and a $1.0B reacquisition of trade from the parent.
The company issued $3.7B in senior unsecured notes and borrowed $0.6B under a term loan, distributing approximately $4.1B in cash to FedEx as part of the separation.
A critical audit matter was identified regarding the valuation of $330M in self-insurance reserves assumed by FedEx, due to significant measurement uncertainty.
The company's total equity swung to a deficit of $497M from a positive $2,393M, driven by $3,549M in net transfers to the parent.