{"url_path":"/sec/fdxf/8-k/2026-05-13/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-060223-index.html","accession_number":"0001104659-26-060223","cik":"0002082247","ticker":"FDXF","issuer_name":"FedEx Freight Holding Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-060223-index.html","primary_entity_key":"0002082247","primary_entity_name":"FedEx Freight Holding Company, Inc."},"word_count":423,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn May 11, 2026, the U.S. Securities and Exchange Commission (the\n“SEC”) declared effective the Registration Statement on Form 10 filed by FedEx Freight Holding Company, Inc. (“FedEx\nFreight”) in connection with the previously announced separation of FedEx Freight from FedEx Corporation (“FedEx”) into\na new, publicly traded company.\n\n \n\nOn May 13, 2026, the FedEx Board of Directors declared a pro rata\ndividend of 80.1% of the outstanding shares of common stock of FedEx Freight to FedEx’s stockholders of record as of the close of\nbusiness on May 15, 2026 (the “Record Date”) to achieve the separation.\n\n \n\nFollowing the separation, FedEx Freight common stock will begin trading\non the New York Stock Exchange on June 1, 2026 under the symbol “FDXF.”\n\n \n\nFedEx stockholders will be entitled to receive one share of FedEx Freight\ncommon stock for every two shares of FedEx common stock held as of the Record Date. Stockholders will receive cash in lieu of fractional\nshares of FedEx Freight common stock.\n\n \n\nFedEx will retain 19.9% of the outstanding shares of FedEx Freight\ncommon stock. FedEx will dispose of such shares within 24 months of the completion of the separation through one or more subsequent exchanges\nin repayment of certain FedEx debt held by FedEx creditors and/or through distributions to stockholders of FedEx as dividends or in exchange\nfor outstanding shares of FedEx common stock.\n\n \n\nIn\nconnection with the separation and distribution, FedEx Freight will pay a cash dividend of approximately $4.1 billion to FedEx prior to\nthe separation from the proceeds of the $3.7 billion senior notes offering completed in February 2026 and borrowings under its delayed-draw\nterm loan facility.\n\n \n\nNo action is required by FedEx stockholders to receive shares of FedEx\nFreight common stock in the distribution. The final Information Statement, dated May 13, 2026 (the “Information Statement”),\ncontaining details regarding the distribution of FedEx Freight common stock, and FedEx Freight’s business and management following\nthe separation, is attached hereto as Exhibit 99.1, and FedEx expects to begin mailing to its stockholders a Notice of Internet Availability\nof Information Statement Materials, the form of which is attached hereto as Exhibit 99.2, on or around May 18, 2026. The distribution\nof FedEx Freight common stock remains subject to the satisfaction or waiver of customary conditions, as described in the Information Statement.\n\n \n\nCopies of press releases issued on May 11, 2026 and May 13,\n2026 providing further details of the separation and distribution are attached hereto as Exhibits 99.3 and 99.4, respectively, and incorporated\nherein by reference.\n\n \n\n2"}