FedEx Freight diluted EPS falls 43% to $1.54

The seven-month transition outlook includes adjusted operating income of $695 million to $715 million and GAAP operating income of $465 million to $485 million.

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. reported revenue of $3.281 billion for the four-month transition period ended September 30, 2026, up 9.2% year over year. Operating income was $383 million, down 6.1%, while adjusted operating income rose 16.4% to $510 million. Diluted EPS declined 43% to $1.54, and adjusted diluted EPS declined 24.6% to $2.15. Revenue growth primarily reflected fuel surcharge revenue, higher weight per shipment, an additional operating day and higher base revenue per hundredweight, partly offset by softer volumes.

For the seven-month transition period ending December 31, 2026, FedEx Freight forecasts revenue of $5.58 billion to $5.65 billion, operating income of $465 million to $485 million and adjusted operating income of $695 million to $715 million. Diluted EPS is forecast at $1.69 to $1.79 before mark-to-market retirement plan accounting adjustments, or $2.80 to $2.90 after also excluding spin-off costs. The company cannot forecast those adjustments, which could materially affect results. As of September 30, cash was $388 million and total liquidity was $1.6 billion. FedEx Freight repaid $100 million of debt ahead of schedule and expects approximately $365 million in transition-period capital expenditures. A 2027 dividend and share-repurchase plan remains subject to board approval.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

How the balance works

Positive

• Moderate pointRevenue increased 9.2% year over year to $3.281 billion.
• Moderate pointAdjusted operating income rose 16.4% to $510 million.

Negative

• Moderate pointOperating income declined 6.1% year over year to $383 million.
• Moderate pointDiluted EPS fell 43% year over year to $1.54.

Filing Explained

The recast leaves reported totals unchanged, but its historical data may not reflect results had the company operated standalone.

This 8-K provides unaudited quarterly historical recasts after FedEx Freight changed its income-statement presentation; the company says the change leaves previously reported total revenue, total operating expenses, operating income, net income and EPS unchanged.

The recast moves costs previously listed as Fuel, Rentals, Maintenance and repairs, and some Other into Operating supplies and expenses; remaining amounts previously listed as Other are presented as Insurance and claims and Operating taxes and licenses.

The recast derives from previously issued historical statements and is not a restatement or reissuance; the company says the historical information may not show what results would have been as a standalone company.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Revenue: $3.281 billion Operating income: $383 million Adjusted operating income: $510 million +5 more

8 metrics

Revenue $3.281 billion Four months ended September 30, 2026; up 9.2% year over year

Operating income $383 million Four months ended September 30, 2026; down 6.1% year over year

Adjusted operating income $510 million Four months ended September 30, 2026; up 16.4% year over year

Diluted EPS $1.54 Four months ended September 30, 2026; down 43% year over year

Adjusted diluted EPS $2.15 Four months ended September 30, 2026; down 24.6% year over year

Transition-period revenue outlook $5.58 billion to $5.65 billion Seven-month transition period ending December 31, 2026

Transition-period adjusted operating income outlook $695 million to $715 million Seven-month transition period ending December 31, 2026

Cash and cash equivalents $388 million As of September 30, 2026

Key Terms

less-than-truckload (LTL), Transition Service Agreement (TSA), mark-to-market (MTM) retirement plan accounting adjustments, non-GAAP financial measures

4 terms

less-than-truckload (LTL) technical

"FedEx Freight is North America’s largest less-than-truckload (LTL) carrier"

Less-than-truckload (LTL) is a shipping method that combines multiple smaller shipments from different customers into a single truck, like sharing a car instead of each person driving separately. It matters to investors because LTL affects companies’ delivery costs, inventory speed and reliability, and how efficiently supply chains operate—factors that influence profit margins, pricing power and the ability to meet customer demand.

Transition Service Agreement (TSA) financial

"Transition Service Agreement (TSA) costs as a result of the spin-off"

A transition service agreement (TSA) is a short-term contract used in mergers, acquisitions or divestitures where the seller (or buyer) agrees to keep providing specific operational services to the other party after the deal closes. Typical services include IT, payroll, accounting, HR, facilities, or customer support; the TSA spells out the exact services, performance standards, fees or cost‑recovery method, duration, and how either side can end or change the services. It is temporary by design to bridge the period until the buyer puts its own systems and teams in place and does not transfer ownership of the underlying systems or long‑term responsibility for those functions.

mark-to-market (MTM) retirement plan accounting adjustments financial

"unable to forecast the mark-to-market (MTM) retirement plan accounting adjustments"

non-GAAP financial measures financial

"These non-GAAP financial measures are intended to supplement"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Earnings Snapshot

Revenue: $3.281 billion · Guidance included

Four-month transition period ended September 30, 2026

Revenue $3.281 billion Up 9.2% year over year

Operating income $383 million Down 6.1% year over year

Adjusted operating income $510 million Up 16.4% year over year

Diluted EPS $1.54 Down 43% year over year

Adjusted diluted EPS $2.15 Down 24.6% year over year

Guidance

For the seven-month transition period ending December 31, 2026, revenue is forecast at $5.58 billion to $5.65 billion, operating income at $465 million to $485 million, and adjusted operating income at $695 million to $715 million. Diluted EPS is forecast at $1.69 to $1.79 before mark-to-market retirement plan accounting adjustments and $2.80 to $2.90 after also excluding spin-off costs. The company cannot forecast the mark-to-market adjustments, which could materially affect results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were FDXF's results for the four-month period ended September 30, 2026?

Revenue was $3.281 billion, up 9.2% year over year. Operating income was $383 million, down 6.1%, while adjusted operating income was $510 million, up 16.4%. Diluted EPS was $1.54, down 43%, and adjusted diluted EPS was $2.15, down 24.6%.

What is FDXF's outlook for the transition period ending December 31, 2026?

For the seven-month transition period, FedEx Freight forecasts revenue of $5.58 billion to $5.65 billion, operating income of $465 million to $485 million and adjusted operating income of $695 million to $715 million. Diluted EPS is forecast at $1.69 to $1.79 before mark-to-market adjustments and $2.80 to $2.90 after also excluding spin-off costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 04:08 PM EDT Accepted by SEC EDGAR 10/29/2026 - 04:08 PM EDT Learn about SEC filing dates

FALSE000208224700020822472026-10-292026-10-29

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): October 29, 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 and Exhibit 99.2, 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.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Freight Holding Company, Inc.’s (“FedEx Freight”) press release, dated October 29, 2026, announcing its financial results for the four-month transition period ended September 30, 2026.

Following its spin-off from FedEx Corporation into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”), FedEx Freight changed its fiscal year-end from May 31 to December 31.

Following the Spin-Off, FedEx Freight has revised 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,” are aggregated and presented within “Operating supplies and expenses.” In addition, the remaining amounts previously included within “Other” are presented separately as “Insurance and claims” and “Operating taxes and licenses,” respectively. These changes have no impact on previously reported total revenue, total operating expenses, operating income, net income, or earnings per share.

Attached as Exhibit 99.2 and incorporated herein by reference are unaudited, quarterly recast financial and operating results of FedEx Freight for the first two quarters of the calendar year ended December 31, 2026 to reflect this presentation. The recast financial information furnished in Exhibit 99.2 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 stand-alone 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						Press Release of FedEx Freight Holding Company, Inc. dated October 29, 2026.
99.2						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: October 29, 2026

By:

/s/ Guy M. Erwin II

Guy M. Erwin II

Senior Vice President and Chief Accounting Officer

1

Exhibit 99.1

FedEx Freight Reports Solid Financial Results for the

Four-Month Transition Period Ended September 30, 2026

Delivered Solid Financial Performance During Inaugural Period as an Independent Company

Achieved Second Consecutive Quarter of Record-Low Claims Ratio, Reflecting Improved Customer Experience

Introduces Positive Outlook for Three Months Ending December 31, 2026

MEMPHIS, Tenn. – October 29, 2026 – FedEx Freight (NYSE: FDXF) today reported financial results for the

four-month transition period ended September 30, 2026.

“Our first four months as a standalone company reflect solid execution across the organization and meaningful

progress against the clear strategic priorities we outlined earlier this year,” said John Smith, president and chief

executive officer, FedEx Freight. “While we are in the early stages of our journey as an independent company,

we are encouraged by the momentum we are seeing across our operational, commercial, and technology

initiatives. Guided by a clear and consistent strategy, we remain confident in the opportunities ahead and our

ability to continue strengthening the business for long-term success.”

Transition to Calendar Year Reporting

This reporting period represents a one-time four-month transition period as the company moves toward a

calendar-year reporting cycle. Results include the month of June and the three months ended September 30,

2026. To support year-over-year comparability, FedEx Freight has published calendarized historical results in an

accompanying Form 8-K and Stat Book that can be found at ir.fedexfreight.com, providing a consistent quarterly

view for year-to-date 2026.

Four Months Ended September 30, 2026 Highlights Compared to Prior Year

•Revenue of $3.3 billion, a 9.2% increase

•Operating income of $383 million, a 6.1% decrease; adjusted operating income of $510 million, a

16.4% increase

•Operating margin of 11.7%, a 190 bps decrease; adjusted operating margin of 15.5%, a 90 bps

increase

•Diluted EPS of $1.54, a 43% decrease; adjusted diluted EPS of $2.15, a 24.6% decrease

•Average daily shipments of 88.9 thousand, a 1.4% decrease

•Revenue per shipment of $413.00, a 10.1% increase; revenue per shipment excluding fuel of

$318.23, a 1.6% increase

•Revenue per hundredweight of $44.03, an 8.6% increase; revenue per hundredweight excluding

fuel of $33.93, a 0.3% increase

•Tonnage per day of 41.7 thousand tons, flat

Four Months Ended September 30, 2026 Financial Summary

FedEx Freight revenue increased 9.2% year-over-year for the four months ended September 30, 2026. The

increase was primarily driven by the favorable impact of fuel surcharge revenue, higher weight per shipment, an

additional operating day, and an increase in base revenue per hundredweight. These factors were partially offset

by softer volumes.

FedEx Freight adjusted operating income increased 16.4% year-over-year for the four months ended September

30, 2026. The increase was primarily driven by higher revenue, partially offset by performance-based

2

compensation and merit-related expenses, Transition Service Agreement (TSA) costs as a result of the spin-off,

and planned higher costs to operate the standalone business, primarily related to information technology.

“The operational, commercial, and technology progress we achieved during the period is beginning to translate

into tangible financial results,” said Marshall Witt, chief financial officer, FedEx Freight. “Underlying

performance was largely in line with our expectations as our initiatives are strengthening the foundation for

improved growth and profitability. We have updated our transition period outlook to reflect fuel tailwinds and

slightly higher volume assumptions, and we remain confident in the base business as we approach 2027.” 

Capital Allocation Priorities

FedEx Freight maintains a disciplined approach to capital allocation, prioritizing an investment-grade balance

sheet, steady investment in the business, and returning capital to shareholders. As of September 30, 2026, FedEx

Freight had $388 million of cash and cash equivalents and total liquidity of $1.6 billion, supporting financial

flexibility to execute its strategic priorities. During the period, the company repaid $100 million of outstanding debt

ahead of schedule with cash generated from operations.

Capital expenditures for the four months ended September 30, 2026 were $151 million, and the company expects

aggregate capital expenditures for the Transition Period (June 1 through December 31, 2026) to total

approximately $365 million. Capital expenditures will be focused on investments in equipment, technology, and

facilities that support safety, service, and operational efficiency.

The company remains committed to returning capital to shareholders and is on track to announce its dividend and

share repurchase plan for calendar year 2027, subject to board approval.

Outlook

FedEx Freight is unable to forecast the mark-to-market (MTM) retirement plan accounting adjustments for the

Transition Period. As a result, FedEx Freight is unable to provide a Transition Period earnings per share (EPS) or

effective tax rate (ETR) outlook on a GAAP basis and is relying on the exemption provided by the Securities and

Exchange Commission (SEC). It is reasonably possible that the Transition Period MTM retirement plan

accounting adjustments could have a material effect on the Transition Period consolidated financial results and

ETR.

For the Transition Period, FedEx Freight is now forecasting:

•Revenue of $5.58 billion to $5.65 billion, which is above the original guidance of a 4% to 6%

revenue growth rate; 

•Operating income of $465 million to $485 million, compared to the prior forecast of $475

million to $515 million;

•Adjusted operating income of $695 million to $715 million, compared to the prior forecast of

$605 million to $645 million;

•Operating margin of 8.3% to 8.6%, compared to the prior forecast of 9.0% to 9.5%;

•Adjusted operating margin of 12.5% to 12.7%, compared to the prior forecast of 11.5% to

12.0%;

•Interest expense of approximately $130 million, compared to the prior forecast of

approximately $135 million;

•An ETR of approximately 27% before the MTM retirement plan accounting adjustments,

compared to the prior forecast of 26%;

•Diluted EPS of $1.69 to $1.79 before the MTM retirement plan accounting adjustments, and

$2.80 to $2.90 after also excluding costs related to the spin-off, compared to the prior

forecasts of $1.75 to $1.95 and $2.40 to $2.60, respectively; and

3

•Outstanding diluted share count of 149.9 million, compared to the prior forecast of 149.5

million.

FedEx Freight is also introducing guidance for the three months ending December 31,

2026:

•Revenue of $2.30 billion to $2.37 billion, compared to $2.07 billion for the three months

ended December 31, 2025;

•Operating income (loss) of $80 million to $100 million, compared to ($14) million for the three

months ended December 31, 2025;

•Adjusted operating income of $185 million to $205 million, compared to $162 million for the

three months ended December 31, 2025;

•Operating margin of 3.5% to 4.2%, compared to (0.7%) for the three months ended

December 31, 2025;

•Adjusted operating margin of 8.0% to 8.6%, compared to 7.8% for the three months ended

December 31, 2025;

•Interest expense of approximately $55 million;

•An ETR of approximately 27% before the MTM retirement plan accounting adjustments,

compared to 25.2% for the three months ended December 31, 2025;

•Diluted EPS of $0.15 to $0.25 before the MTM retirement plan accounting adjustments, and

$0.65 to $0.75 after also excluding costs related to the spin-off, compared to $0.39 and

$1.27, respectively, for the three months ended December 31, 2025; and

•Outstanding diluted share count of 150.0 million.

These forecasts assume the company’s current economic outlook and fuel price expectations, and no additional

economic, geopolitical, or international trade-related developments. FedEx Freight’s EPS and ETR forecasts are

based on current law and related regulations and guidance.

4

Corporate Overview

FedEx Freight is North America’s largest less-than-truckload (LTL) carrier, delivering industry-leading published

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, provides expedited, time- and temperature-specific freight solutions, including Surface Expedite and

White Glove Services, available 24/7/365. With nearly 30,000 vehicles, of which nearly 17,000 are tractors, and

40,000 dedicated team members to support our network of over 365 locations, 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. FedEx

Freight leverages operational efficiency, data-driven technology, and a focused sales organization to provide

outstanding service. To learn more, visit www.fedexfreight.com.

Additional information and operating data are contained in the company’s filings with the SEC. These materials,

as well as a webcast of the earnings release conference call to be held at 4:00 p.m. CDT on October 29, are

available on the company’s website at ir.fedexfreight.com. A replay of the conference call webcast will be posted

on our website following the call.

The Investor Relations page of our website, ir.fedexfreight.com, contains a significant amount of information about

FedEx Freight, including our SEC filings and financial and other information for investors. The information that we

post on our Investor Relations website could be deemed to be material information. We encourage investors, the

media, and others interested in the company to visit this website from time to time, as information is updated and

new information is posted.

Certain statements in this press release may be considered forward-looking statements within the meaning of the

Private Securities Litigation Reform Act, such as statements regarding future financial targets, business

strategies, management’s views with respect to future events and financial performance, and the assumptions

underlying such targets, 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: economic conditions in the markets in

which FedEx Freight operates; significant changes in the volumes of shipments transported through FedEx

Freight’s network, customer demand for FedEx Freight’s various services, and the prices it obtains for its services;

geopolitical developments and additional changes in international trade policies and relations; the price and

availability of fuel and limitations on FedEx Freight's ability to recover fuel costs through surcharges; failure to

successfully implement FedEx Freight’s business strategy and effectively respond to changes in market dynamics

and customer preferences; FedEx Freight’s ability to achieve some or all of the anticipated benefits from its spin-

off from FedEx Corporation (the “Spin-Off”); the consequences of FedEx Freight no longer operating as part of a

globally diversified company; dis-synergies and other costs incurred in connection with the Spin-Off exceeding

FedEx Freight’s estimates; the distribution of shares of FedEx Freight, together with certain related transactions,

not qualifying for the intended tax treatment; a significant data breach or other disruption to FedEx Freight’s

technology infrastructure, and its ability to mitigate the technological, operational, legal, regulatory, and

reputational risks related to emerging technologies such as autonomous technology and artificial intelligence

(“AI”); increased insurance and claims expenses related to vehicle accidents, workers’ compensation claims,

property and cargo loss, general business liabilities, and benefits paid under employee disability programs; failure

to receive or collect expected insurance coverage; the effect of any international conflicts or terrorist activities;

failure of third-party service providers to perform as expected, or disruptions in FedEx Freight’s relationships with

those providers or their provision of services to FedEx Freight; widespread outbreak of an illness or any other

communicable disease or public health crisis; damage to FedEx Freight’s or FedEx Corporation’s reputation or

loss of brand equity; the intense competition within FedEx Freight’s industry; FedEx Freight’s ability to maintain

good relationships with its employees and avoid attempts by labor organizations to organize groups of its

employees; any effects on FedEx Freight’s businesses resulting from evolving or new U.S. domestic or

international government regulations, laws, policies, and actions; any liability resulting from and the costs of

defending against litigation and governmental proceedings; the sufficiency of insurance coverage FedEx Freight

purchases; the effect of technology developments (including AI and machine learning) on FedEx Freight’s

operations and on demand for its services, and FedEx Freight’s ability to identify and eliminate unnecessary

5

information technology redundancy and complexity throughout the organization, including exiting the transition

service agreements with FedEx Corporation in the expected timeframe and at the expected cost; disruptions in

global supply chains; constraints, volatility, or disruption in the global capital and credit markets; FedEx Freight’s

ability to maintain its current credit ratings and senior unsecured debt credit ratings, and its ability to meet credit

agreement financial covenants; and other factors which can be found in FedEx Freight’s press releases and filings

with the Securities and Exchange Commission, including FedEx Freight's Annual Report on Form 10-K that was

filed with the SEC on August 5, 2026 and subsequent quarterly reports on Form 10-Q. Any forward-looking

statement speaks only as of the date on which it is made. Neither 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.

Media Contact:

Kelly Crow

media@fedexfreight.com

Investor Relations Contact:

Marianna Rose

ir@fedexfreight.com

6

Non-GAAP Financial Measures

FedEx Freight reports its results in accordance with accounting principles generally accepted in the United States

(GAAP). FedEx Freight has supplemented these GAAP results and its outlook with certain non-GAAP (adjusted)

financial measures, including adjusted operating income, adjusted operating margin, adjusted diluted earnings per

share, revenue per shipment excluding fuel surcharges, and revenue per hundredweight excluding fuel

surcharges.

Management uses these non-GAAP 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. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP

financial measures. Because non-GAAP measures are not standardized, they may not be comparable to similarly

titled measures presented by other companies. As required by SEC rules, reconciliations of the supplemental non-

GAAP financial measures to the most directly comparable GAAP measures are presented below.

Financial Results for Periods Ended September 30, 2026 and 2025

FedEx Freight's three and four months ended September 30, 2026 and 2025 adjusted operating income, adjusted

operating margin, and adjusted diluted earnings per share are non-GAAP financial measures because they

exclude the effects of costs related to the Spin-Off, which primarily consist of professional fees and other

separation-related costs and which management believes are not indicative of the company’s core operating

performance. Management believes these non-GAAP financial measures facilitate period-to-period comparisons

and provide useful information to investors by excluding items that are not reflective of the company’s underlying

operating performance.

Three Months Ended	Operating				Income Taxes1		Net Income2		Diluted Earnings Per Share
September 30, 2026
Dollars in millions, except EPS	Income		Margin
GAAP measure	$ 253		10.4 %		$ 57		$ 147		$ 0.98
Spin-off costs	105		4.3		29		76		0.51
Non-GAAP measure	$ 358		14.7 %		$ 86		$ 223		$ 1.49

Four Months Ended	Operating				Income Taxes1		Net Income2		Diluted Earnings Per Share
September 30, 2026
Dollars in millions, except EPS	Income		Margin
GAAP measure	$ 383		11.7 %		$ 88		$ 230		$ 1.54
Spin-off costs	127		3.9		35		92		0.62
Non-GAAP measure	$ 510		15.5 %		$ 123		$ 322		$ 2.15

Three Months Ended	Operating				Income Taxes1		Net Income2		Diluted Earnings Per Share
September 30, 2025
Dollars in millions, except EPS	Income		Margin
GAAP measure	$ 290		12.8 %		$ 100		$ 291		$ 1.95
Spin-off costs	30		1.3		8		22		0.15
Non-GAAP measure	$ 320		14.2 %		$ 108		$ 313		$ 2.10

7

Four Months Ended	Operating				Income Taxes1		Net Income2		Diluted Earnings Per Share
September 30, 2025
Dollars in millions, except EPS	Income		Margin
GAAP measure	$ 408		13.6 %		$ 137		$ 404		$ 2.70
Spin-off costs	30		1.0		8		22		0.15
Non-GAAP measure	$ 438		14.6 %		$ 145		$ 426		$ 2.85

Note: tables may not sum to totals due to rounding

Yield Results for Periods Ended September 30, 2026 and 2025

FedEx Freight's three and four months ended September 30, 2026 and 2025 revenue per shipment excluding fuel

surcharges and revenue per hundredweight excluding fuel surcharges are non-GAAP financial measures because

they 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.

Revenue per Shipment Results	Three Months Ended				Four Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Priority revenue per shipment (GAAP)	$ 393.28		$ 361.80		$ 393.06		$ 360.16
Fuel	92.07		60.37		91.42		59.41
Priority revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 301.21		$ 301.43		$ 301.64		$ 300.75
Economy revenue per shipment (GAAP)	$ 455.58		$ 408.09		$ 458.98		$ 408.30
Fuel	102.70		68.40		102.48		67.58
Economy revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 352.88		$ 339.69		$ 356.50		$ 340.72
Composite revenue per shipment (GAAP)	$ 412.05		$ 376.23		$ 413.00		$ 375.13
Fuel	95.27		62.88		94.77		61.95
Composite revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 316.78		$ 313.35		$ 318.23		$ 313.18

Revenue per Hundredweight Results	Three Months Ended				Four Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Priority revenue per hundredweight (GAAP)	$ 42.82		$ 38.85		$ 42.54		$ 38.62
Fuel	10.03		6.48		9.89		6.37
Priority revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 32.79		$ 32.37		$ 32.65		$ 32.25
Economy revenue per hundredweight (GAAP)	$ 47.26		$ 44.66		$ 47.30		$ 44.85
Fuel	10.65		7.48		10.56		7.43
Economy revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 36.61		$ 37.18		$ 36.74		$ 37.42
Composite revenue per hundredweight (GAAP)	$ 44.20		$ 40.64		$ 44.03		$ 40.53
Fuel	10.22		6.80		10.10		6.70
Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 33.98		$ 33.84		$ 33.93		$ 33.83

Note: tables may not sum to totals due to rounding

8

Three and Seven Months Ending December 31, 2026 Forecasts and Comparative Periods

FedEx Freight's three and seven months ending December 31, 2026 adjusted operating income, adjusted

operating margin, adjusted EPS, and ETR forecasts are non-GAAP financial measures because they exclude, as

applicable, the effects of MTM retirement plan accounting adjustments and estimated costs related to the Spin-

Off. The tables below present the 2026 operating income and operating margin forecasts compared with the

corresponding prior-year results for the three and seven months ended December 31, 2025.

Three Months Ending December 31, 2026 Outlook and Three Months Ended December 31, 2025
	Three Months Ending					Three Months Ended
	December 31, 2026					December 31, 2025
Dollars in millions	Operating Income			Operating Margin		Operating Income		Operating Margin
GAAP measure	$	80 to 100		3.5% to 4.2%		$ (14)		(0.7)%
Spin-off costs		105		4.6% to 4.4%		176		8.5 %
Non-GAAP measure	$	185 to 205		8.0% to 8.6%		$ 162		7.8 %

Seven Months Ending December 31, 2026 Outlook and Seven Months Ended December 31, 2025
	Seven Months Ending					Seven Months Ended
	December 31, 2026					December 31, 2025
Dollars in millions	Operating Income			Operating Margin		Operating Income		Operating Margin
GAAP measure	$	465 to 485		8.3% to 8.6%		$ 394		7.8 %
Spin-off costs		230		4.1 %		206		4.1 %
Non-GAAP measure	$	695 to 715		12.5% to 12.7%		$ 600		11.8 %

The company is unable to predict the amount of MTM retirement plan accounting adjustments for the three and

seven months ending December 31, 2026, as such adjustments are significantly affected by changes in interest

rates and financial market conditions. Accordingly, these adjustments are not included in the company’s three and

seven months ending December 31, 2026 EPS and ETR forecasts, and a reconciliation of these forecasts to the

most directly comparable GAAP measures is impracticable. It is reasonably possible that MTM retirement plan

accounting adjustments could have a material effect on the company’s three and seven months ending December

31, 2026 financial results and ETR.

Note: tables may not sum to totals due to rounding

9

The three and seven months ending December 31, 2026 adjusted EPS forecasts below outline the estimated

effects of the items excluded from the company’s forecast, other than MTM retirement plan accounting

adjustments.

Three Months Ending	Adjustments		Diluted Earnings Per Share
December 31, 2026
Dollars in millions, except EPS
Diluted earnings per share before MTM retirement plan accounting adjustments (non-GAAP)3			$	0.15 to 0.25
Spin-off costs	$ 105
Income tax effect1	(29)
Net of tax effect	$ 76			0.50
Diluted earnings per share with adjustments (non-GAAP)3			$	0.65 to 0.75

Seven Months Ending	Adjustments		Diluted Earnings Per Share
December 31, 2026
Dollars in millions, except EPS
Diluted earnings per share before MTM retirement plan accounting adjustments (non-GAAP)3			$	1.69 to 1.79
Spin-off costs	$ 230
Income tax effect1	(63)
Net of tax effect	$ 167			1.11
Diluted earnings per share with adjustments (non-GAAP)3			$	2.80 to 2.90

Note: tables may not sum to totals due to rounding

________________________

1	Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.
2	Effect of “total other (expense) income” on net income amount not shown.
3	The MTM retirement plan accounting adjustments, which are impracticable to calculate at this time, are excluded.

10

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

	One Month Ended				Three Months Ended				Four Months Ended
	June 30, 2026		June 30, 2025		September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Revenue	$ 839		$ 745		$ 2,442		$ 2,259		$ 3,281		$ 3,004
Operating expenses:
Salaries and employee benefits	378		349		1,128		1,084		1,506		1,433
Operating supplies and expenses	176		150		546		471		722		621
Purchased transportation	74		65		235		200		309		265
Depreciation and amortization	38		43		114		125		152		168
Insurance and claims	15		14		44		42		59		56
Operating taxes and licenses	6		6		17		17		23		23
Separation and other costs	22		—		105		30		127		30
Total operating expenses	709		627		2,189		1,969		2,898		2,596
Operating income	130		118		253		290		383		408
Other income (expense):
Related party interest income	—		30		—		98		—		128
Interest expense	(18)		—		(55)		—		(73)		—
Interest income	—		—		5		—		5		—
Other, net	2		2		1		3		3		5
Total other income (expense)	(16)		32		(49)		101		(65)		133
Income before income taxes	114		150		204		391		318		541
Provision for income taxes	31		37		57		100		88		137
Net income	$ 83		$ 113		$ 147		$ 291		$ 230		$ 404
Earnings per share:
Basic	$ 0.56		$ 0.76		$ 0.98		$ 1.95		$ 1.54		$ 2.70
Diluted	$ 0.56		$ 0.76		$ 0.98		$ 1.95		$ 1.54		$ 2.70
Weighted-average shares outstanding:
Basic	149.5		149.5		149.5		149.5		149.5		149.5
Diluted	149.9		149.5		149.9		149.5		149.9		149.5

11

FEDEX FREIGHT HOLDING COMPANY, INC.

OPERATING STATISTICS

(Unaudited)

	Three Months Ended				Percent Change		Four Months Ended				Percent Change
	September 30, 2026		September 30, 2025				September 30, 2026		September 30, 2025
Operating Statistics
Operating days	64		64				86		85
Total shipments	5,702,719		5,741,922		(1)%		7,643,623		7,658,866		— %
Total tonnage	2,658,119		2,658,064		—		3,584,767		3,544,693		1
Tonnage per day	41,533		41,532		—		41,683		41,702		—
Average daily shipments:
Priority	62,247		61,763		1		62,000		62,086		—
Economy	26,858		27,954		(4)		26,879		28,018		(4)
Total average daily shipments	89,105		89,717		(1)		88,879		90,104		(1)
Weight per shipment (pounds):
Priority	919		931		(1)		924		933		(1)
Economy	964		914		5		970		910		7
Composite weight per shipment	932		926		1		938		926		1
Average length of haul (miles):
Priority	911		920		(1)		914		920		(1)
Economy	1,170		1,161		1		1,172		1,162		1
Composite average length of haul	991		994		—		994		994		—
Yield Statistics
Revenue per shipment (GAAP):
Priority	$ 393.28		$ 361.80		9		$ 393.06		$ 360.16		9
Economy	455.58		408.09		12		458.98		408.30		12
Composite revenue per shipment (GAAP)	$ 412.05		$ 376.23		10		$ 413.00		$ 375.13		10
Revenue per shipment, excluding fuel surcharges (non-GAAP):
Priority	$ 301.21		$ 301.43		—		$ 301.64		$ 300.75		—
Economy	352.88		339.69		4		356.50		340.72		5
Composite revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 316.78		$ 313.35		1		$ 318.23		$ 313.18		2
Revenue per hundredweight (GAAP):
Priority	$ 42.82		$ 38.85		10		$ 42.54		$ 38.62		10
Economy	47.26		44.66		6		47.30		44.85		5
Composite revenue per hundredweight (GAAP)	$ 44.20		$ 40.64		9		$ 44.03		$ 40.53		9
Revenue per hundredweight, excluding fuel surcharges (non-GAAP):
Priority	$ 32.79		$ 32.37		1		$ 32.65		$ 32.25		1
Economy	36.61		37.18		(2)		36.74		37.42		(2)
Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 33.98		$ 33.84		— %		$ 33.93		$ 33.83		— %

12

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	September 30, 2026 (Unaudited)		May 31, 2026
ASSETS
Current assets
Cash	$ 388		$ 251
Receivables, less allowances of $196 and $204	1,262		1,154
Due from Parent	—		18
Prepaid expenses and other	196		83
Total current assets	1,846		1,506
Property and equipment
Property and equipment, at cost	6,671		6,670
Less accumulated depreciation and amortization	3,764		3,747
Net property and equipment	2,907		2,923
Other long-term assets
Operating lease right-of-use assets, net	1,822		1,824
Goodwill	602		602
Other assets	39		29
Total other long-term assets	2,463		2,455
TOTAL ASSETS	$ 7,216		$ 6,884
LIABILITIES AND (DEFICIT) EQUITY
Current liabilities
Current portion of long-term debt	$ 45		$ 43
Accrued salaries and employee benefits	305		389
Accounts payable	210		106
Operating lease liabilities	162		172
Accrued expenses	414		283
Total current liabilities	1,136		993
Long-term liabilities
Long-term debt, less current portion	4,376		4,484
Deferred income taxes	209		220
Self-insurance accruals	43		13
Operating lease liabilities	1,679		1,666
Other liabilities	25		5
Total long-term liabilities	6,332		6,388
Commitments and contingencies
(Deficit) equity
Common stock, $0.10 par value; 500 million shares authorized; 150 million shares issued and outstanding as of September 30, 2026 and 150 million shares authorized, issued, and outstanding as of May 31, 2026	15		15
Additional paid-in capital	19		—
Accumulated deficit	(280)		(509)
Accumulated other comprehensive loss	(6)		(3)
Total (deficit) equity	(252)		(497)
TOTAL LIABILITIES AND (DEFICIT) EQUITY	$ 7,216		$ 6,884

13

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Four Months Ended
	September 30, 2026		September 30, 2025
OPERATING ACTIVITIES
Net income	$ 230		$ 404
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	152		148
Provision for uncollectible accounts	39		8
Other noncash items including leases and deferred income taxes	84		33
Stock-based compensation	16		5
Separation and other costs, net of payments	(11)		6
Changes in assets and liabilities:
Receivables	(149)		(18)
Other current assets	(84)		(30)
Accounts payable and other liabilities	90		(94)
Due from Parent, net	18		624
Other, net	5		(1)
Cash provided by operating activities	390		1,085
INVESTING ACTIVITIES
Capital expenditures	(151)		(55)
Proceeds from asset dispositions and other	13		5
Cash used in investing activities	(138)		(50)
FINANCING ACTIVITIES
Principal payments on debt	(115)		(1)
Proceeds from stock issuances	1		—
Net transfers to Parent	—		(1,059)
Cash used in financing activities	(114)		(1,060)
Effect of exchange rate changes on cash	(1)		1
Net increase (decrease) in cash	137		(24)
Cash at beginning of period	251		109
Cash at end of period	$ 388		$ 85

1

Exhibit 99.2

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

	Three Months Ended
	March 31, 2026		June 30, 2026
Revenue	$ 2,107		$ 2,455
Operating expenses:
Salaries and employee benefits	1,043		1,115
Operating supplies and expenses	486		538
Purchased transportation	199		221
Depreciation and amortization	131		125
Insurance and claims	37		46
Operating taxes and licenses	18		18
Separation and other costs	128		180
Total operating expenses	2,042		2,243
Operating income	65		212
Other income (expense):
Related party interest income	79		52
Interest expense	(27)		(48)
Interest income	20		21
Other, net	2		2
Total other income (expense)	74		27
Income before income taxes	139		239
Provision for income taxes	36		62
Net income	$ 103		$ 177
Earnings per share:
Basic	$ 0.69		$ 1.19
Diluted	$ 0.69		$ 1.19
Weighted-average shares outstanding:
Basic(1)	149.5		149.5
Diluted(1)	149.5		149.6

(1) Prior to the Spin-Off, on May 27, 2026, 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.

2

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY OPERATING STATISTICS

(Unaudited)

	Three Months Ended
	March 31, 2026		June 30, 2026
Operating Statistics
Operating days	63		64
Total shipments	5,200,347		5,599,055
Total tonnage	2,433,686		2,659,560
Tonnage per day	38,630		41,556
Average daily shipments:
Priority	57,295		60,778
Economy	25,251		26,707
Total average daily shipments	82,546		87,485
Weight per shipment (pounds):
Priority	936		939
Economy	935		976
Composite weight per shipment	936		950
Average length of haul (miles):
Priority	913		914
Economy	1,166		1,166
Composite average length of haul	991		993
Yield Statistics
Revenue per shipment (GAAP):
Priority	$ 370.56		$ 400.10
Economy	422.47		466.82
Composite revenue per shipment (GAAP)	$ 386.44		$ 420.47
Revenue per shipment (excluding fuel surcharges) (non-GAAP):
Priority	$ 303.80		$ 306.17
Economy	346.18		360.44
Composite revenue per shipment (excluding fuel surcharges) (non-GAAP)	$ 316.77		$ 322.74
Revenue per hundredweight (GAAP):
Priority	$ 39.58		$ 42.63
Economy	45.17		47.83
Composite revenue per hundredweight (GAAP)	$ 41.29		$ 44.26
Revenue per hundredweight (excluding fuel surcharges) (non-GAAP):
Priority	$ 32.45		$ 32.62
Economy	37.01		36.93
Composite revenue per hundredweight (excluding fuel surcharges) (non-GAAP)	$ 33.84		$ 33.97

See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.

3

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 Quarterly Results	Three Months Ended
	March 31, 2026		June 30, 2026
Priority revenue per shipment (GAAP)	$ 370.56		$ 400.10
Fuel	66.76		93.93
Priority revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 303.80		$ 306.17
Economy revenue per shipment (GAAP)	$ 422.47		$ 466.82
Fuel	76.29		106.38
Economy revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 346.18		$ 360.44
Composite revenue per shipment (GAAP)	$ 386.44		$ 420.47
Fuel	69.67		97.73
Composite revenue per shipment, excluding fuel surcharges (non-GAAP)	$ 316.77		$ 322.74

Revenue per Hundredweight Quarterly Results	Three Months Ended
	March 31, 2026		June 30, 2026
Priority revenue per hundredweight (GAAP)	$ 39.58		$ 42.63
Fuel	7.13		10.01
Priority revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 32.45		$ 32.62
Economy revenue per hundredweight (GAAP)	$ 45.17		$ 47.83
Fuel	8.16		10.90
Economy revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 37.01		$ 36.93
Composite revenue per hundredweight (GAAP)	$ 41.29		$ 44.26
Fuel	7.45		10.29
Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$ 33.84		$ 33.97

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 754.0 KB
• EX-99.2 EX-99.2 168.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB