FedEx Freight (FDXF) EVP gets time-vested RSU grants

Rhea-AI Filing Summary

Lyons Michael B reported acquisition or exercise transactions in this Form 4 filing.

FedEx Freight Holding Company, Inc. executive vice president and chief commercial officer Michael B. Lyons reported two equity compensation grants in the form of restricted stock units (RSUs). Each grant covers 1,670 RSUs of common stock at no cash cost to him.

One RSU award fully vests on May 15, 2027, while the second vests in three installments on May 15, 2027, March 31, 2028, and February 15, 2029. Following these grants, the filing shows direct holdings of 3,920 shares and 2,250 shares in the respective award lines.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lyons Michael B

Role EVP, Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,670	$0.00	--
Grant/Award	Common Stock	1,670	$0.00	--

Holdings After Transaction: Common Stock — 2,250 shares (Direct)

Footnotes (1)

1. Represents a grant of restricted stock units ("RSUs") that fully vest on May 15, 2027. Each RSU represents a right to receive one share of FedEx Freight Holding Company, Inc. common stock upon vesting and do not accrue dividend equivalent rights. Represents a grant of RSUs that vest ratably in three installments on May 15, 2027, March 31, 2028, and February 15, 2029.

Key Figures

RSU grant 1 size: 1,670 RSUs RSU grant 2 size: 1,670 RSUs Post-award holdings (line 1): 3,920 shares +4 more

7 metrics

RSU grant 1 size 1,670 RSUs Award of common stock RSUs fully vesting on May 15, 2027

RSU grant 2 size 1,670 RSUs Award of common stock RSUs vesting 2027, 2028, 2029

Post-award holdings (line 1) 3,920 shares Total common stock reported following first RSU grant

Post-award holdings (line 2) 2,250 shares Total common stock reported following second RSU grant

Grant price per share $0.00 per share Equity compensation awards with no cash purchase price

First vesting date May 15, 2027 Full vesting for first RSU grant; first tranche for second grant

Later vesting dates March 31, 2028; February 15, 2029 Second and third vesting installments for the second RSU grant

Key Terms

restricted stock units ("RSUs"), dividend equivalent rights, vest ratably

3 terms

restricted stock units ("RSUs") financial

"Represents a grant of restricted stock units ("RSUs") that fully vest on May 15, 2027."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

dividend equivalent rights financial

"Each RSU represents a right to receive one share ... and do not accrue dividend equivalent rights."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

vest ratably financial

"Represents a grant of RSUs that vest ratably in three installments on May 15, 2027, March 31, 2028, and February 15, 2029."

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Available on EDGAR 07/01/2026 - 04:32 PM Accepted by SEC EDGAR 07/01/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What insider transaction did FedEx Freight (FDXF) report for Michael B. Lyons?

FedEx Freight reported that EVP and chief commercial officer Michael B. Lyons received two equity compensation grants of 1,670 restricted stock units (RSUs) each. These awards involve no cash purchase and represent additional rights to receive common stock upon future vesting dates.

How many restricted stock units did the FDXF executive receive in total?

Michael B. Lyons received two separate grants of 1,670 restricted stock units (RSUs), tied to FedEx Freight common stock. Each RSU converts into one share upon vesting, increasing his potential equity exposure over time as the awards vest according to their stated schedules.

When do Michael B. Lyons’ FedEx Freight RSU awards vest?

One RSU grant fully vests on May 15, 2027. The second grant vests ratably in three installments on May 15, 2027, March 31, 2028, and February 15, 2029, spreading the potential share delivery over several years as long-term compensation.

Does the FDXF RSU award for Michael B. Lyons include dividend equivalent rights?

The filing states that the RSUs do not accrue dividend equivalent rights. This means Lyons will not receive payments that mirror dividends on these RSUs before they vest into actual shares of FedEx Freight Holding Company, Inc. common stock.

What are Michael B. Lyons’ reported FedEx Freight share holdings after these RSU grants?

After the reported RSU grants, the Form 4 shows direct holdings of 3,920 shares in one award line and 2,250 shares in another. These figures reflect his reported position associated with the respective transactions disclosed in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lyons Michael B

(Last) (First) (Middle)

8285 TOURNAMENT DR.

(Street)

MEMPHIS TENNESSEE 38125

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FedEx Freight Holding Company, Inc. [ FDXF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/29/2026		A		1,670(1)	A	$0	2,250	D
Common Stock	06/29/2026		A		1,670(2)	A	$0	3,920	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") that fully vest on May 15, 2027. Each RSU represents a right to receive one share of FedEx Freight Holding Company, Inc. common stock upon vesting and do not accrue dividend equivalent rights.

2. Represents a grant of RSUs that vest ratably in three installments on May 15, 2027, March 31, 2028, and February 15, 2029.

Remarks:

	/s/ Edward J. Garitty, as Attorney-in-Fact	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)