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FedEx Freight Holding Company, Inc. (FDXF) reported that on September 2, 2026 it terminated Michael B. Lyons from his role as Executive Vice President – Chief Specialized Services and Commercial Officer after an internal investigation and a conclusion that he no longer met its employment standards.
The company stated that his conduct was not related to or impacting its financial reporting or performance, internal controls, strategy, or customer relationships. His prior responsibilities are being handled by other members of the executive leadership team while a comprehensive search for a permanent replacement is conducted.
Witt Marshall reported acquisition or exercise transactions in this Form 4 filing.
FedEx Freight Holding Company, Inc. reported that EVP and Chief Financial Officer Witt Marshall received a grant of 20,723 shares of Common Stock in the form of restricted stock units. The grant was made following the company’s first Annual Report on Form 10-K filed on August 5, 2026.
The RSUs vest ratably in three equal installments on August 5, 2027, August 5, 2028, and August 5, 2029. After this award, Marshall directly holds 25,333 shares of company stock.
FedEx Corporation reported its ownership position in FedEx Freight Holding Company, Inc. common stock. FedEx Corporation beneficially owns 29,751,545 shares, representing 19.9% of the outstanding common stock. The ownership is reported as having sole voting power and sole dispositive power over all 29,751,545 shares, with no shared voting or dispositive power. The 19.9% stake is based on 149,518,133 shares outstanding as of August 3, 2026, as disclosed in the issuer’s Form 10-K for the period ended May 31, 2026. This filing reflects a significant minority ownership position but does not itself describe any transactions or changes in control.
FedEx Freight Holding Company, Inc., recently spun off from FedEx Corporation on June 1, 2026, changed its fiscal year-end from May 31 to December 31 and revised the presentation of certain income statement line items. Historical costs in “Fuel,” “Rentals,” “Maintenance and repairs,” and parts of “Other” are now grouped into “Operating supplies and expenses,” with remaining “Other” amounts shown as “Insurance and claims” and “Operating taxes and licenses.” These reclassifications do not change total revenue, total operating expenses, operating income, net income, or earnings per share.
For the twelve months ended December 31, 2025, revenue was $8,778 million compared with $9,092 million in 2024. Operating income was $1,022 million versus $1,532 million, and net income was $1,059 million versus $1,440 million. Basic and diluted earnings per share were $7.08 in 2025 and $9.63 in 2024, based on 149,505,248 weighted-average shares outstanding in both years. 2025 operating expenses include $206 million of “Separation and other” costs. Other income was driven largely by related party interest income of $373 million in 2025 and $379 million in 2024.
Operating statistics show 2025 total shipments of 22.36 million and total tonnage of 10.31 million, versus 23.07 million shipments and 10.71 million tons in 2024. Composite revenue per shipment was $374.55 in 2025 and $375.99 in 2024, while composite revenue per hundredweight was $40.62 and $40.49, respectively. FedEx Freight also presents non-GAAP yield measures excluding fuel surcharges, including composite revenue per shipment excluding fuel surcharges of $314.15 in 2025 and $313.80 in 2024, to highlight underlying pricing trends.
FedEx Freight Holding Company, Inc. director Samantha M. Smith reported her current beneficial ownership of Common Stock as of August 5, 2026. She now reports 85,327 shares held directly and 39,705 shares held indirectly through family trusts.
A related footnote states that Smith is no longer deemed the beneficial owner of 162,481 shares previously reported as held by a family holding company, in light of that entity’s governing structure. Those family holding company shares are now reported as zero for her beneficial ownership.
FedEx Freight Holding Company, Inc. director Samantha M. Smith reported acquisitions of common stock on June 1, 2026, reflecting conversion of FedEx Corporation shares in connection with the spin-off. She now holds 83,791 shares directly, 39,705 through family trusts, and 162,481 through a family holding company. A prior stock option position was removed in this amendment, and no options to buy the issuer’s stock remain outstanding.
FedEx Freight Holding Company, Inc. director Robert A. King reported acquiring 8,189 shares of common stock on June 1, 2026, recorded as a grant or other acquisition with a stated price of 0.0000 per share. According to the footnotes, these shares represent FedEx Corporation common stock that was converted into FedEx Freight Holding common stock in connection with the company’s spin-off from FedEx. Following this conversion, King directly holds 8,189 shares of the issuer’s common stock. The amendment also clarifies that none of King’s prior options to acquire FedEx Corporation stock were converted into options on FedEx Freight Holding stock, and it removes those options from the earlier Form 4, leaving him with no reported options to acquire the issuer’s common stock.
FedEx Freight Holding Company, Inc. director R. Brad Martin reported acquisitions of common stock on June 1, 2026, reflecting conversion of his FedEx Corporation shares in connection with the spin-off. He now holds 20,419 shares directly and additional shares indirectly through GRATs, a family foundation, his wife, and three child trusts. An amended entry shows that no FedEx stock options were converted into options on the issuer’s stock and previously reported options have been removed, leaving zero stock options outstanding in this report.
FedEx Freight Holding Company, Inc. describes itself as the largest North American less‑than‑truckload freight carrier, with approximately 40,000 employees, over 365 locations, nearly 30,000 vehicles and more than 26,000 service center doors serving 98% of U.S. ZIP Codes plus Canada and Mexico.
On June 1, 2026 FedEx completed a Spin‑Off, distributing 80.1% of FedEx Freight’s common stock to FedEx stockholders, and the company’s shares now trade on the NYSE under the symbol FDXF. As of August 3, 2026, 149,518,133 shares of common stock were outstanding. The company also changed its fiscal year‑end to December 31.
FedEx Freight highlights a dual‑service LTL model (Priority and Economy), proprietary digital platforms such as LTL Select, and extensive use of data, AI and route optimization to improve efficiency. Key risks center on macroeconomic cycles, fuel prices, intense competition, regulation, technology and cybersecurity threats, climate and weather events, and tax and operational uncertainties related to the Spin‑Off.
Vanguard Capital Management reported beneficial ownership of 8,194,621 shares of Fedex Freight Holding Co Inc common stock on a Schedule 13G. This represents 5.5% of the outstanding class as of the reporting date.
Vanguard has sole voting power over 1,134,799 shares and sole dispositive power over all 8,194,621 shares, with no shared voting or dispositive power. The holdings reflect securities beneficially owned or deemed beneficially owned by Vanguard Capital Management and specified affiliated entities and funds. No other individual person's interest in these securities exceeds 5% of the class.