UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1314, 2026 ~~(May 11, 2026)~~

FedEx Freight Holding Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-43059

Delaware		39-3560171

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8285 Tournament Drive Memphis, Tennessee		38125
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (901) 560-0784

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.10 per share		FDXF		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~SECTION 85.~~01.~~ ~~Other~~CORPORATE ~~Events~~GOVERNANCE AND MANAGEMENT.

OnItem ~~May 11, 2026, the U~~5.S02. ~~Securities~~Departure ~~and~~of ~~Exchange~~Directors ~~Commission~~or ~~(the “SEC”)~~Certain ~~declared~~Officers; ~~effective the Registration Statement on Form 10 filed by FedEx Freight Holding Company, Inc. (“FedEx~~Election ~~Freight”)~~of inDirectors; ~~connection~~Appointment ~~with~~of ~~the~~Certain ~~previously~~Officers; ~~announced~~Compensatory ~~separation~~Arrangements of ~~FedEx~~Certain ~~Freight from FedEx Corporation (“FedEx”) into a new, publicly traded company~~Officers.

On May 13 14, 2026, ~~the~~Guy ~~FedEx~~M. ~~Board~~Erwin ofII was ~~Directors~~named ~~declared~~to aserve ~~pro~~as ~~rata dividend~~Senior ofVice ~~80.1%~~President of– ~~the~~Chief ~~outstanding~~Accounting ~~shares~~Officer of ~~common stock of~~ FedEx Freight toHolding ~~FedEx’s~~Company, ~~stockholders~~Inc. of(“FedEx ~~record as of the close of~~Freight” ~~business~~or ~~on May 15, 2026 (~~the “~~Record Date~~Company”) tobeginning ~~achieve~~on ~~the~~June ~~separation~~1, 2026.

~~Following~~Mr. ~~the~~Erwin, ~~separation~~49, will continue to serve as Corporate Vice President – Chief Accounting Officer of FedEx ~~Freight~~Corporation ~~common~~(“FedEx”), ~~stock~~a ~~will~~position ~~begin~~he ~~trading~~has held since onMay ~~the~~2024, ~~New~~through ~~York~~May ~~Stock~~31, ~~Exchange~~2026. onHe ~~June 1~~previously served as Interim Principal Accounting Officer of FedEx from October 2023 to April 2024 and Staff Vice President and Corporate Controller of FedEx from September 2021 to October 2023. He was Director – Accounting of FedEx Corporate Services, ~~2026~~Inc. ~~under~~from 2017 to 2021. Prior to that, he held various positions in the ~~symbol~~finance ~~“FDXF~~organization at FedEx from 2001 through 2017, including Staff Director – Financial Reporting from 2013 to 2017.”

~~FedEx~~There ~~stockholders~~are ~~will~~no betransactions ~~entitled~~in towhich Mr. ~~receive~~Erwin ~~one~~or ~~share~~any members of ~~FedEx~~his ~~Freight common~~immediate ~~stock~~family ~~for~~have ~~every~~any ~~two~~interest ~~shares~~that ofare ~~FedEx~~required ~~common~~to ~~stock~~be ~~held~~reported asunder Item 404(a) of ~~the~~Regulation ~~Record~~S-K. No ~~Date~~family relationships exist between Mr. ~~Stockholders~~Erwin ~~will~~and ~~receive~~any ~~cash~~director inor ~~lieu~~executive officer of ~~fractional~~FedEx Freight. The appointment of Mr. Erwin was ~~shares~~not pursuant to any arrangement or understanding between him and any person other than a designated executive officer of FedEx Freight serving ~~common~~in ~~stock~~his or her official capacity.

In connection with his appointment as FedEx ~~will~~Freight’s ~~retain~~Senior Vice 19President – Chief Accounting Officer, Mr.9% ofErwin ~~the~~is ~~outstanding~~expected ~~shares~~to ofreceive ~~FedEx~~a ~~Freight common~~special ~~stock~~equity-based award. ~~FedEx~~He will ~~dispose~~receive ofa ~~such~~base salary ~~shares~~and ~~within~~be 24eligible ~~months~~to ofparticipate ~~the~~in ~~completion~~FedEx ofFreight’s ~~the~~annual ~~separation~~incentive ~~through~~compensation ~~one~~plans orand ~~more~~long-term ~~subsequent~~incentive ~~exchanges~~program, including inequity-based ~~repayment~~awards ofunder ~~certain~~the FedEx ~~debt~~Freight ~~held~~2026 byOmnibus ~~FedEx~~Stock ~~creditors~~Incentive ~~and/or~~Plan, ~~through~~at ~~distributions~~levels tocommensurate ~~stockholders~~with ofother similarly situated persons at FedEx asFreight. ~~dividends~~Additional ordetails inregarding ~~exchange~~FedEx Freight’s annual incentive compensation plans and long-term incentive plans ~~for~~will ~~outstanding~~be ~~shares~~described ofin ~~FedEx~~the ~~common~~Company’s ~~stock~~filings with the Securities and Exchange Commission (the “SEC”) following its planned separation from FedEx.

In connection with the separation and distribution, FedEx Freight will pay a cash dividend of approximately $4.1 billion to FedEx prior to the separation from the proceeds of the $3.7 billion senior notes offering completed in February 2026 and borrowings under its delayedFORWARD-~~draw term~~LOOKING ~~loan facility.~~STATEMENTS

NoCertain ~~action~~statements isin ~~required~~this byCurrent ~~FedEx~~Report ~~stockholders~~on toForm ~~receive~~8-K ~~shares~~may ofbe ~~FedEx~~considered ~~Freight~~forward-looking ~~common~~statements ~~stock~~within in the ~~distribution.~~meaning ~~The~~of ~~final~~the ~~Information~~Private ~~Statement,~~Securities ~~dated~~Litigation ~~May 13~~Reform Act, ~~2026~~such ~~(the~~as ~~“Information~~statements ~~Statement”), containing details~~ regarding the ~~distribution of FedEx Freight common stock, and FedEx Freight’s business and management following~~planned ~~the~~tax-free separation, ~~is attached hereto as Exhibit 99.1, and FedEx expects to begin mailing to its stockholders a Notice~~ of ~~Internet Availability of Information Statement Materials,~~ the ~~form of which is attached hereto as Exhibit 99.2, on or around May 18, 2026. The distribution of~~ FedEx Freight ~~common~~business ~~stock~~into ~~remains~~a ~~subject~~new topublicly ~~the~~traded ~~satisfaction or waiver of customary conditions, as described in the Information Statement~~company.

~~Copies~~Forward-looking ofstatements ~~press~~include ~~releases~~those ~~issued~~preceded onby, ~~May 11~~followed by, or ~~2026~~that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and ~~May 13~~other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, potential uncertainty during ~~2026~~the ~~providing~~pendency ~~further~~of ~~details~~the separation transaction that could affect FedEx Freight’s financial performance; the possibility that the separation transaction will not be completed within the anticipated time period or at all; the possibility that the separation transaction will not result in the intended benefits; the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the separation transaction; FedEx Freight’s ability to obtain any consents or approvals required to complete the separation; uncertainty of the expected financial performance of FedEx Freight following completion of the transaction; negative effects of the announcement or pendency of the transactions, including the separation, on the financial performance of FedEx Freight; and ~~distribution~~other ~~are~~factors ~~attached~~which ~~hereto~~can asbe ~~Exhibits~~found ~~99.3~~in FedEx Freight’s press releases and ~~99.4~~filings with the SEC, ~~respectively~~including its Registration Statement on Form 10 filed in connection with the separation. Any forward-looking statement speaks only as of the date on which it is made. FedEx Freight does not undertake or assume any obligation to update or revise any forward-looking statement, ~~and~~whether ~~incorporated~~as a result ~~herein~~of bynew ~~reference~~information, future events, or otherwise.

2 SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) Exhibits:~~FedEx Freight Holding Company, Inc.

~~The~~By: ~~following~~/s/ ~~exhibits~~C. ~~are~~Edward ~~attached~~Klank ~~with~~III ~~this current~~Name: ~~report~~C. onEdward ~~Form 8-K~~Klank III Title: President

Exhibit No		Description
99.1		Information Statement of FedEx Freight Holding Company, Inc., dated May 13, 2026.
99.2		Form of Notice of Internet Availability of Information Statement Materials.
99.3		Press Release, dated May 11, 2026.
99.4		Press Release, dated May 13, 2026.
99.5		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Date: May 18, 2026

FORWARD-LOOKING STATEMENTS

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as statements regarding future financial targets, the planned tax-free separation of the FedEx Freight business into a new publicly traded company, business strategies, management’s views with respect to future events and financial performance, and the assumptions underlying such targets, expected cost savings, strategies, and statements.

Forward-looking statements include those preceded by, followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to: potential uncertainty during the pendency of the separation transaction that could affect FedEx’s or FedEx Freight’s financial performance; the possibility that the separation transaction will not be completed within the anticipated time period or at all; the possibility that the separation transaction will not result in the intended benefits; the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the separation transaction; FedEx’s or FedEx Freight’s ability to obtain any consents or approvals required to complete the separation; uncertainty of the expected financial performance of FedEx or FedEx Freight following completion of the transaction; negative effects of the announcement or pendency of the transactions, including the separation, on the market price of FedEx’s securities and/or on the financial performance of FedEx or FedEx Freight; evolving legal, regulatory, and tax regimes; changes in the economic conditions in the global markets in which FedEx or FedEx Freight operates; actions by third parties, including government agencies; FedEx’s and FedEx Freight’s ability to successfully implement their respective business strategy and global transformation program and FedEx’s ability to optimize FedEx’s network through Network 2.0; FedEx’s and FedEx Freight’s ability to achieve cost-reduction initiatives and financial performance goals; and other factors which can be found in FedEx’s and FedEx Freight’s press releases and FedEx’s and FedEx Freight’s filings with the U.S. Securities and Exchange Commission, including FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, and subsequently filed Quarterly Reports on Form 10-Q, and FedEx Freight’s Registration Statement on Form 10 filed in connection with the separation. Any forward-looking statement speaks only as of the date on which it is made. Neither FedEx nor FedEx Freight nor anyone else undertakes or assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FedEx Freight Holding Company, Inc.

By: /s/ C. Edward Klank III Name: C. Edward Klank III Title: President

Date: May 13, 2026

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