FALSE000208224700020822472026-08-062026-08-06
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): August 6, 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 | | 38125 |
Memphis, Tennessee | | (ZIP code) |
| (Address of principal executive offices) | | |
|
(901) 560-0784 |
(Registrant’s telephone number, including area code) |
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. ☐
EXPLANATORY NOTE
The information in this Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
SECTION 2. FINANCIAL INFORMATION.
Item 2.02. Results of Operations and Financial Condition.
Following its spin-off from FedEx Corporation into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”), FedEx Freight Holding Company, Inc. (“FedEx Freight”) has changed its fiscal year-end from May 31 to December 31.
Following the Spin-Off, FedEx Freight is also revising the presentation of certain income statement line items. Costs previously reported within “Fuel,” “Rentals,” and “Maintenance and repairs,” and certain costs previously reported within “Other,” will be aggregated and presented within “Operating supplies and expenses.” In addition, the remaining amounts previously included within “Other” will be presented separately as “Insurance and claims” and “Operating taxes and licenses,” respectively. These changes will have no impact on previously reported total revenue, total operating expenses, operating income, net income, or earnings per share.
Attached as Exhibit 99.1 and incorporated herein by reference are unaudited, recast full-year and quarterly financial and operating results of FedEx Freight for the calendar years ended December 31, 2025 and December 31, 2024 to reflect this presentation. The recast financial information furnished in Exhibit 99.1 has been derived from previously issued historical financial statements and does not represent a restatement or reissuance of those financial statements. This historical information may not be indicative of what would have been realized had FedEx Freight been an independent standalone entity for the periods presented and is not necessarily indicative of FedEx Freight’s future results of operations, comprehensive income, financial position, or cash flows.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 99.1 | | Unaudited historical financial and operating results. |
| | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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. |
| | |
Date: August 6, 2026 | | By: | | /s/ Guy M. Erwin II |
| | | | Guy M. Erwin II |
| | | | Senior Vice President and Chief Accounting Officer |
FEDEX FREIGHT HOLDING COMPANY, INC.
ANNUAL CONSOLIDATED STATEMENTS OF INCOME
(In millions, except earnings per share)
(Unaudited)
| | | |
| Twelve Months Ended December 31, |
| | | |
| | | |
| | | |
Salaries, wages, and benefits | | | |
Operating supplies and expenses | | | |
| | | |
Depreciation and amortization | | | |
| | | |
Operating taxes and licenses | | | |
| | | |
| | | |
| | | |
| | | |
Related party interest income | | | |
| | | |
| | | |
Income before income taxes | | | |
Provision for income taxes | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Weighted-average shares outstanding: | | | |
| | | |
| | | |
| |
| Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization. |
FEDEX FREIGHT HOLDING COMPANY, INC.
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In millions, except earnings per share)
(Unaudited)
| | | | | | | |
| |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Salaries, wages, and benefits | | | | | | | |
Operating supplies and expenses | | | | | | | |
| | | | | | | |
Depreciation and amortization | | | | | | | |
| | | | | | | |
Operating taxes and licenses | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Related party interest income | | | | | | | |
| | | | | | | |
| | | | | | | |
Income before income taxes | | | | | | | |
Provision for income taxes | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average shares outstanding: | | | | | | | |
| | | | | | | |
| | | | | | | |
| |
| Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization. |
FEDEX FREIGHT HOLDING COMPANY, INC.
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In millions, except earnings per share)
(Unaudited)
| | | | | | | |
| |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Salaries, wages, and benefits | | | | | | | |
Operating supplies and expenses | | | | | | | |
| | | | | | | |
Depreciation and amortization | | | | | | | |
| | | | | | | |
Operating taxes and licenses | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Related party interest income | | | | | | | |
| | | | | | | |
| | | | | | | |
Income before income taxes | | | | | | | |
Provision for income taxes | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Weighted-average shares outstanding: | | | | | | | |
| | | | | | | |
| | | | | | | |
| |
| Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization. |
FEDEX FREIGHT HOLDING COMPANY, INC.
ANNUAL OPERATING STATISTICS
(Unaudited)
| | | |
| Twelve Months Ended December 31, |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total average daily shipments | | | |
| | | |
Weight per shipment (pounds): | | | |
| | | |
| | | |
Composite weight per shipment | | | |
| | | |
Average length of haul (miles): | | | |
| | | |
| | | |
Composite average length of haul | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Composite revenue per shipment | | | |
| | | |
Revenue per shipment (excluding fuel surcharges): | | | |
| | | |
| | | |
Composite revenue per shipment (excluding fuel surcharges) | | | |
| | | |
Revenue per hundredweight: | | | |
| | | |
| | | |
Composite revenue per hundredweight | | | |
| | | |
Revenue per hundredweight (excluding fuel surcharges): | | | |
| | | |
| | | |
Composite revenue per hundredweight (excluding fuel surcharges) | | | |
See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.
FEDEX FREIGHT HOLDING COMPANY, INC.
QUARTERLY OPERATING STATISTICS
(Unaudited)
| | | | | | | |
| |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total average daily shipments | | | | | | | |
| | | | | | | |
Weight per shipment (pounds): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite weight per shipment | | | | | | | |
| | | | | | | |
Average length of haul (miles): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite average length of haul | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per shipment | | | | | | | |
| | | | | | | |
Revenue per shipment (excluding fuel surcharges): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per shipment (excluding fuel surcharges) | | | | | | | |
| | | | | | | |
Revenue per hundredweight: | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per hundredweight | | | | | | | |
| | | | | | | |
Revenue per hundredweight (excluding fuel surcharges): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per hundredweight (excluding fuel surcharges) | | | | | | | |
See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.
FEDEX FREIGHT HOLDING COMPANY, INC.
QUARTERLY OPERATING STATISTICS
(Unaudited)
| | | | | | | |
| |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total average daily shipments | | | | | | | |
| | | | | | | |
Weight per shipment (pounds): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite weight per shipment | | | | | | | |
| | | | | | | |
Average length of haul (miles): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite average length of haul | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per shipment | | | | | | | |
| | | | | | | |
Revenue per shipment (excluding fuel surcharges): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per shipment (excluding fuel surcharges) | | | | | | | |
| | | | | | | |
Revenue per hundredweight: | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per hundredweight | | | | | | | |
| | | | | | | |
Revenue per hundredweight (excluding fuel surcharges): | | | | | | | |
| | | | | | | |
| | | | | | | |
Composite revenue per hundredweight (excluding fuel surcharges) | | | | | | | |
See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.
FEDEX FREIGHT HOLDING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| | | |
| | | |
| | | |
| | | |
| | | |
Receivables, less allowances | | | |
Prepaid expenses and other | | | |
| | | |
PROPERTY AND EQUIPMENT, AT COST | | | |
| | | |
| | | |
Ground support and dock equipment | | | |
| | | |
Total property and equipment, at cost | | | |
Less accumulated depreciation and amortization | | | |
Net property and equipment | | | |
| | | |
Operating lease right-of-use assets, net | | | |
| | | |
| | | |
Total other long-term assets | | | |
| | | |
| | | |
| | | |
| | | |
Current portion of long-term debt | | | |
Accrued salaries and employee benefits | | | |
| | | |
| | | |
Operating lease liabilities | | | |
| | | |
Total current liabilities | | | |
| | | |
Long-term debt, less current portion | | | |
| | | |
| | | |
Operating lease liabilities | | | |
| | | |
Total long-term liabilities | | | |
| | | |
| | | |
| | | |
Additional paid-in capital | | | |
| | | |
Accumulated other comprehensive loss | | | |
| | | |
TOTAL LIABILITIES AND EQUITY | | | |
Non-GAAP Financial Measures
FedEx Freight reports its financial results in accordance with accounting principles generally accepted in the United States
(“GAAP”). In addition to the financial information presented herein in accordance with GAAP, FedEx Freight presents
certain non-GAAP financial measures, including revenue per shipment excluding fuel surcharges and revenue per
hundredweight excluding fuel surcharges.
These measures exclude fuel surcharge revenue which is largely driven by fluctuations in fuel prices and may obscure
underlying pricing trends. Management believes these supplemental measures provide investors with useful information
regarding underlying yield performance and facilitate meaningful comparisons of pricing trends between periods by
removing the impact of fluctuations in fuel surcharge revenue. Management uses these non-GAAP financial measures in
making financial, operating, and planning decisions and evaluating the company’s ongoing performance.
These non-GAAP financial measures are intended to supplement, and should be read together with, FedEx Freight’s
GAAP results. These supplemental non-GAAP financial measures should not be considered a substitute for, or superior
to, the most directly comparable GAAP measures. Because non-GAAP measures are not standardized, they may not be
comparable to similarly titled measures presented by other companies. As required by Securities and Exchange
Commission rules, reconciliations of the supplemental non-GAAP financial measures to the most directly comparable
GAAP measures are presented below.
| | | |
Revenue per Shipment Full-Year Results | Twelve Months Ended December 31, |
| | | |
Priority revenue per shipment (GAAP) | | | |
| | | |
Priority revenue per shipment, excluding fuel surcharges (non-GAAP) | | | |
| | | |
Economy revenue per shipment (GAAP) | | | |
| | | |
Economy revenue per shipment, excluding fuel surcharges (non-GAAP) | | | |
| | | |
Composite revenue per shipment (GAAP) | | | |
| | | |
Composite revenue per shipment, excluding fuel surcharges (non-GAAP) | | | |
| | | | | | | |
Revenue per Shipment 2025 Quarterly Results | |
| | | | | | | |
Priority revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Priority revenue per shipment, excluding fuel surcharges (non-GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per shipment, excluding fuel surcharges (non-GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per shipment, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Revenue per Shipment 2024 Quarterly Results | |
| | | | | | | |
Priority revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Priority revenue per shipment, excluding fuel surcharges (non-GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per shipment, excluding fuel surcharges (non-GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per shipment (GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per shipment, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | |
Revenue per Hundredweight Full-Year Results | Twelve Months Ended December 31, |
| | | |
Priority revenue per hundredweight (GAAP) | | | |
| | | |
Priority revenue per hundredweight, excluding fuel surcharges (non-GAAP) | | | |
| | | |
Economy revenue per hundredweight (GAAP) | | | |
| | | |
Economy revenue per hundredweight, excluding fuel surcharges (non-GAAP) | | | |
| | | |
Composite revenue per hundredweight (GAAP) | | | |
| | | |
Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP) | | | |
| | | | | | | |
Revenue per Hundredweight 2025 Quarterly Results | |
| | | | | | | |
Priority revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Priority revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Revenue per Hundredweight 2024 Quarterly Results | |
| | | | | | | |
Priority revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Priority revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Economy revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per hundredweight (GAAP) | | | | | | | |
| | | | | | | |
Composite revenue per hundredweight, excluding fuel surcharges (non- GAAP) | | | | | | | |