FedEx Announces Filing of Form 10 Registration Statement for Planned Spin-Off of FedEx Freight

Key Terms

form 10 regulatory

Form 10 is a U.S. Securities and Exchange Commission filing companies use to register their securities and become subject to public reporting requirements, delivering a comprehensive package of business descriptions, audited financial statements, management information and risk factors. For investors it matters because it creates a standardized, permanent dossier on a company—like a full inspection and disclosure packet when buying a house—so you can assess finances, risks and management and compare firms reliably.

registration statement regulatory

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

spin-off financial

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

less-than-truckload technical

Less-than-truckload (LTL) is a freight shipping method where multiple customers share space on the same truck because each shipment is too small to fill a full truck. Like taking a shared taxi instead of hiring a car for just yourself, LTL can lower shipping costs and improve flexibility but adds handling steps and transit stops, so it matters to investors because it affects companies’ delivery speed, logistics costs, inventory timing and overall profit margins.

ltl technical

Less-than-truckload (LTL) is a freight shipping method for loads too small to fill an entire truck, where multiple customers’ shipments share the same vehicle and pay only for the space they use. Investors care because LTL volumes, pricing and network efficiency directly affect carriers’ revenue, fuel and labor costs, and profit margins—similar to how filling more seats on a bus spreads costs and boosts profitability.

ticker symbol financial

A ticker symbol is a short, unique code of letters or characters that identifies a publicly traded security on an exchange — like a car’s license plate or a person’s nickname for the market. Investors use ticker symbols to look up live prices, place trades, and follow news; using the correct symbol makes sure you’re tracking or buying the intended stock, bond, or fund and helps avoid costly mix-ups.

new york stock exchange regulatory

The New York Stock Exchange is a marketplace where people buy and sell shares of publicly traded companies. It functions like a busy trading hub, helping investors transfer ownership of company parts and providing a way to gauge how well businesses are doing. Its role is vital because it offers liquidity and transparency, making it easier for investors to buy and sell investments confidently.

tax-free financial

Tax-free describes income, gains or transactions that are legally exempt from government taxes, meaning you do not owe income, capital gains, or other specified taxes on that money. For investors, tax-free status can boost the effective return the way a sale with no sales tax makes your purchase cheaper—it changes how much you keep after government levies and can influence which accounts, securities, or strategies are most attractive for holding or selling assets.

Separation on track for completion on June 1, 2026

• FedEx Freight to be the largest North American less-than-truckload (“LTL”) freight carrier with industry-leading transit times and service levels, offering scale, speed, choice, and reliability to meet the needs of LTL shippers
• Investor Day scheduled for April 8, 2026, in New York City to provide details on FedEx Freight’s business and value-creation strategy

MEMPHIS, Tenn.--(BUSINESS WIRE)--

FedEx Corp. (NYSE: FDX) today announced the filing of the Form 10 registration statement (the “Form 10”) with the U.S. Securities and Exchange Commission (“SEC”) for the planned spin-off of FedEx Freight. A copy of the Form 10 is available on the SEC website at www.sec.gov and can also be viewed on FedEx’s Investor Relations website.

“Today’s Form 10 filing reflects the strong progress we are making toward the launch of FedEx Freight as a focused, industry-leading LTL company,” said Raj Subramaniam, FedEx Corp. president and chief executive officer. “This separation will create two world-class companies, positioning both FedEx and FedEx Freight to better serve customers and unlock long-term value for all stockholders.”

“FedEx Freight is built on a strong foundation, powered by our expansive network, differentiated service model, and 39,000 highly skilled and dedicated team members,” said John Smith, FedEx Freight incoming president and chief executive officer. “Today’s filing is a key milestone in our journey toward being an independent company, positioned to deliver greater value as the premier LTL freight carrier in North America.”

Highlights from the Form 10

The Form 10 highlights how FedEx Freight will:

• Leverage its comprehensive national LTL network, industry-leading scale, and premium, differentiated, flexible model to strengthen customer relationships, deliver best-in-class transit times and reliability, and deepen its position in the resilient and attractive LTL market.

• Execute a focused commercial and operational strategy centered on high-growth verticals, technology and infrastructure investment, and ongoing efficiency initiatives to enable meaningful growth, extend its competitive leadership, and maximize the benefits of a streamlined, LTL-focused operating model.

• Drive sustained profitable growth, strong cash generation, and disciplined capital allocation to fund high-return innovation and network investments and responsibly return capital to stockholders over time.

Additional Information

FedEx Freight is expected to be spun off from FedEx on June 1, 2026, subject to final approval from the FedEx Board of Directors and other customary conditions. FedEx Freight’s common stock is expected to be listed on the New York Stock Exchange under the ticker symbol “FDXF.” The planned spin-off of FedEx Freight is intended to be tax-free for FedEx and FedEx stockholders for U.S. federal income tax purposes, except for cash that stockholders may receive (if any) in lieu of fractional shares.

Goldman Sachs & Co. LLC is serving as the financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.

FedEx Freight Investor Day

As previously announced, FedEx Freight will host an investor day on April 8, 2026, in New York City. Over the course of the event, members of the leadership team will provide details on FedEx Freight’s differentiated positioning, compelling financial model, and future growth prospects. A live webcast of the event, along with related presentation materials, will be available on FedEx’s Investor Relations website.

Future updates to the Form 10 will be filed with the SEC and may be viewed at www.sec.gov as filings under FedEx Freight. The Form 10 filed on January 16, 2026, is subject to change and will be made final prior to the effective date. Investors, media, and the general public are invited to learn more about the pending spin-off on FedEx’s Investor Relations website.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of $90 billion, the company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 500,000 employees to remain focused on safety, the highest ethical and professional standards, and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

About FedEx Freight

FedEx Freight, Inc. is North America’s largest less-than-truckload (LTL) carrier, delivering industry-leading transit times, service levels, and reliability. FedEx Freight’s service offerings – including Priority, Economy, and Direct – allow customers to balance speed and cost to meet their unique needs. FedEx Custom Critical, a subsidiary of FedEx Freight, provides expedited, time- and temperature-specific freight solutions, including Surface Expedite and White Glove Services, available 24/7/365. With nearly 30,000 vehicles and 39,000 dedicated team members to support its unmatched network of approximately 355 service centers, we ensure freight arrives safely, securely, and on time across all 50 U.S. states, Canada, Mexico, Puerto Rico, and the U.S. Virgin Islands. After the spin-off, FedEx Freight will operate as an independent company, leveraging operational efficiency, data-driven technology, and a focused sales organization to provide outstanding service. For more information, visit fedex.com/about.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the “PSLRA”), such as statements regarding the planned separation of FedEx Freight into a new publicly traded company (the “FedEx Freight Spin-Off”), business strategies, management’s views with respect to future events and financial performance, and the assumptions underlying such 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, which are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA as well as other legal protections, 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, FedEx’s ability to satisfy required closing conditions and successfully implement the FedEx Freight Spin-Off and achieve the anticipated benefits of such transaction and other factors which can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260116421488/en/

Media contact:

Caitlin Maier

901-434-8100

mediarelations@fedex.com



Investor Relations Contact:

Jeni Hollander

901-818-7200

ir@fedex.com

Source: FedEx Corp.