FEDEX CORP 8-K

What Happened
FedEx Corporation announced that the SEC declared effective the Form 10 for FedEx Freight Holding Company, Inc. on May 11, 2026, clearing a key step for the previously announced tax‑free separation. On May 13, 2026, FedEx’s board declared a pro rata dividend distributing 80.1% of the outstanding FedEx Freight common stock to FedEx shareholders of record as of the close of business on May 15, 2026. FedEx shareholders will receive one share of FedEx Freight common stock for every two shares of FedEx common stock; fractional shares will be paid in cash. FedEx Freight common stock is expected to begin trading on the New York Stock Exchange on June 1, 2026 under the ticker FDXF. FedEx will retain 19.9% of FedEx Freight and intends to dispose of that stake within 24 months.

Key Details

• Distribution ratio: 1 share of FedEx Freight for every 2 shares of FedEx common stock (cash paid for fractional shares).
• Record date: May 15, 2026; expected NYSE listing/ticker: FDXF starting June 1, 2026.
• FedEx will retain 19.9% of FedEx Freight and plans to dispose of those shares within 24 months (to repay certain debt and/or return value to FedEx shareholders).
• FedEx Freight will pay a cash dividend of about $4.1 billion to FedEx prior to separation (funded by a $3.7 billion senior notes offering and delayed‑draw term loan borrowings).
• FedEx has given notice of its intention to redeem €354,878,000 of its 1.300% notes due 2031 with a planned redemption date of May 28, 2026 (this 8‑K is not the formal notice of redemption).

Why It Matters
The filing confirms that FedEx is spinning off its less‑than‑truckload (LTL) business into a separately traded company, giving existing FedEx shareholders direct ownership in FedEx Freight (FDXF) without any action required. The separation will deliver roughly $4.1 billion in cash to FedEx ahead of the split and leaves FedEx with a near‑20% residual stake it plans to monetize within two years—steps that affect FedEx’s capital structure and how value from the LTL business is realized. The transaction remains subject to customary closing conditions, and the filing includes forward‑looking statements and related risks.