FedEx Freight terminates EVP after investigation

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Termination of a key executive—the Executive Vice President – Chief Specialized Services and Commercial Officer was removed following an internal investigation, indicating senior leadership disruption even though the company states there is no impact on financial reporting, controls, strategy, or customer relationships.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Executive termination date: September 2, 2026

1 metrics

Executive termination date September 2, 2026 Date FedEx Freight terminated Michael B. Lyons’s employment

Key Terms

Code of Conduct, internal investigation, Emerging growth company

3 terms

Code of Conduct regulatory

"the Company determined Mr. Lyons violated its Code of Conduct"

A code of conduct is a company's written rulebook that lays out expected behavior for employees, executives and board members—covering honesty, conflicts of interest, treatment of customers and compliance with laws. Investors care because it signals how seriously management treats ethical risks, legal compliance and corporate culture; a strong, enforced code reduces the chance of scandals, fines or damage to reputation, much like clear traffic rules reduce accidents and delays.

internal investigation regulatory

"Following an internal investigation, the Company determined Mr. Lyons"

A company-run review carried out to find out whether employees, policies or operations broke rules, made mistakes, or exposed the firm to risk. Think of it as an internal health check or house inspection that gathers facts, interviews people and collects documents so management can fix problems, comply with laws and decide whether to disclose issues publicly. Investors care because findings can lead to fines, lawsuits, strategy changes or damage to reputation that affect a company’s value.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What executive change did FedEx Freight Holding Company (FDXF) disclose on September 2, 2026?

FedEx Freight disclosed that it terminated Michael B. Lyons as Executive Vice President – Chief Specialized Services and Commercial Officer on September 2, 2026, following an internal investigation and a determination that he no longer met the company’s employment standards.

Why was Michael B. Lyons terminated from FedEx Freight (FDXF)?

FedEx Freight stated that, after an internal investigation, it determined Michael B. Lyons violated its Code of Conduct and no longer met its employment standards. The company did not provide additional detail beyond referencing its Code of Conduct in this context.

Did the FedEx Freight (FDXF) executive termination affect financial reporting or internal controls?

FedEx Freight stated that Michael B. Lyons’s conduct was not related to and did not impact the company’s financial reporting or performance, internal controls, strategy, or customer relationships.

How is FedEx Freight (FDXF) handling Michael B. Lyons’s responsibilities after his termination?

FedEx Freight reported that responsibilities previously held by Michael B. Lyons are transitioning to members of the FedEx Freight executive leadership team while the company conducts a comprehensive search for his replacement.

Is FedEx Freight (FDXF) searching for a permanent replacement for Michael B. Lyons?

Yes. FedEx Freight stated it is conducting a comprehensive search for a replacement for the Executive Vice President – Chief Specialized Services and Commercial Officer role formerly held by Michael B. Lyons.

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

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Available on EDGAR 09/02/2026 - 05:20 PM EDT Accepted by SEC EDGAR 09/02/2026 - 05:20 PM EDT Learn about SEC filing dates

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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): September 2, 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 8.01 Other Events.

On September 2, 2026, FedEx Freight Holding Company, Inc. (“FedEx Freight” or the “Company”) terminated Michael B. Lyons, Executive Vice President – Chief Specialized Services and Commercial Officer. Following an internal investigation, the Company determined Mr. Lyons violated its Code of Conduct and no longer met the standards of employment at FedEx Freight.

Mr. Lyons’s conduct was not related to and did not impact the Company’s financial reporting or performance, internal controls, strategy, or customer relationships.

Responsibilities previously held by Mr. Lyons are transitioning to members of the FedEx Freight executive leadership team while the Company conducts a comprehensive search for his replacement.

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/ Clement Edward Klank III
	Name: Clement Edward Klank III
	Title: Executive Vice President – Chief Human Resources and Legal Officer

Date: September 2, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB