{"url_path":"/sec/fdxf/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-063207-index.html","accession_number":"0001104659-26-063207","cik":"0002082247","ticker":"FDXF","issuer_name":"FedEx Freight Holding Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2082247/0001104659-26-063207-index.html","primary_entity_key":"0002082247","primary_entity_name":"FedEx Freight Holding Company, Inc."},"word_count":701,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nOn May 14, 2026, Guy M. Erwin II\nwas named to serve as Senior Vice President – Chief Accounting Officer of FedEx Freight Holding Company, Inc. (“FedEx Freight”\nor the “Company”) beginning on June 1, 2026.\n\n \n\nMr. Erwin, 49, will continue to serve\nas Corporate Vice President – Chief Accounting Officer of FedEx Corporation (“FedEx”), a position he has held since\nMay 2024, through May 31, 2026. He previously served as Interim Principal Accounting Officer of FedEx from October 2023 to April 2024\nand Staff Vice President and Corporate Controller of FedEx from September 2021 to October 2023. He was Director – Accounting of\nFedEx Corporate Services, Inc. from 2017 to 2021. Prior to that, he held various positions in the finance organization at FedEx from 2001\nthrough 2017, including Staff Director – Financial Reporting from 2013 to 2017.\n\n \n\nThere are no transactions in which\nMr. Erwin or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K.\nNo family relationships exist between Mr. Erwin and any director or executive officer of FedEx Freight. The appointment of Mr. Erwin was\nnot pursuant to any arrangement or understanding between him and any person other than a designated executive officer of FedEx Freight\nserving in his or her official capacity.\n\n** **\n\nIn connection with his appointment as FedEx Freight’s Senior\nVice President – Chief Accounting Officer, Mr. Erwin is expected to receive a special equity-based award. He will receive a base\nsalary and be eligible to participate in FedEx Freight’s annual incentive compensation plans and long-term incentive program, including\nequity-based awards under the FedEx Freight 2026 Omnibus Stock Incentive Plan, at levels commensurate with other similarly situated persons\nat FedEx Freight. Additional details regarding FedEx Freight’s annual incentive compensation plans and long-term incentive plans\nwill be described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) following its planned\nseparation from FedEx.\n\n** **\n\n**FORWARD-LOOKING STATEMENTS**\n\n** **\n\nCertain statements in this Current Report on Form 8-K may be considered\nforward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as statements regarding the planned\ntax-free separation of the FedEx Freight business into a new publicly traded company.\n\n \n\nForward-looking statements include those preceded by, followed by,\nor that include the words “will,” “may,” “could,” “would,” “should,” “believes,”\n“expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,”\n“projects,” “intends,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties,\nand other factors which could cause actual results to differ materially from historical experience or from future results expressed or\nimplied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, potential uncertainty during\nthe pendency of the separation transaction that could affect FedEx Freight’s financial performance; the possibility that the separation\ntransaction will not be completed within the anticipated time period or at all; the possibility that the separation transaction will not\nresult in the intended benefits; the possibility of disruption, including changes to existing business relationships, disputes, litigation,\nor unanticipated costs in connection with the separation transaction; FedEx Freight’s ability to obtain any consents or approvals\nrequired to complete the separation; uncertainty of the expected financial performance of FedEx Freight following completion of the transaction;\nnegative effects of the announcement or pendency of the transactions, including the separation, on the financial performance of FedEx\nFreight; and other factors which can be found in FedEx Freight’s press releases and filings with the SEC, including its Registration\nStatement on Form 10 filed in connection with the separation. Any forward-looking statement speaks only as of the date on which it is\nmade. FedEx Freight does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result\nof new information, future events, or otherwise.\n\n \n\n \n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n**FedEx Freight Holding Company, Inc.**\n\n \n\nBy:\n/s/ C. Edward Klank III\n \n\n \nName: C. Edward Klank III\n \n\n \nTitle: President\n \n\n \n\nDate: May 18, 2026"}