FedEx Freight (FDXF) CEO John Alan Smith awarded shares and options post spin-off

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. director and CEO John Alan Smith reported the acquisition of equity awards in connection with the spin-off from FedEx. On June 1, 2026, he acquired 1,681 common shares held indirectly through The Smith Living Trust and 14,836 common shares held directly, all at a reported price of $0.00 per share, reflecting equity awards converted from FedEx.

He also acquired multiple blocks of stock options over FedEx Freight common stock that were converted from prior FedEx options. These options cover tens of thousands of shares at exercise prices ranging from about $52.17 to $117.35 per share, with expiration dates between 2027 and 2035. Some options are fully vested and exercisable, while others vest ratably over four years from their original FedEx grant dates.

Insights

Equity compensation analyst

Routine conversion of FedEx awards into FedEx Freight equity.

The filing shows John Alan Smith, President, CEO and Director of FedEx Freight Holding Company, Inc., receiving common shares and options as a result of equity awards being converted in connection with the spin-off from FedEx. All transactions are coded as grants or other acquisitions, not market purchases or sales.

Non-derivative awards include 1,681 shares held indirectly via The Smith Living Trust and 14,836 shares held directly. Derivative awards are options to acquire common stock with exercise prices from $52.17 to $117.35 and expirations between 2027 and 2035. Some are fully vested, while others vest over four years from original FedEx grant dates.

Because these are compensation-related awards tied to the spin-off rather than open-market trading, they are generally viewed as administrative and routine. There are no dispositions or sales reported, and no remaining derivative positions are listed beyond the options described here.

Insider Trade Summary

11 transactions reported

Mixed 11 txns

Insider Smith John Alan

Role President, CEO and Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	7,469	$0.00	--
Grant/Award	Stock Option (Right to Buy)	23,060	$0.00	--
Grant/Award	Stock Option (Right to Buy)	42,756	$0.00	--
Grant/Award	Stock Option (Right to Buy)	34,910	$0.00	--
Grant/Award	Stock Option (Right to Buy)	24,265	$0.00	--
Grant/Award	Stock Option (Right to Buy)	34,032	$0.00	--
Grant/Award	Stock Option (Right to Buy)	38,759	$0.00	--
Grant/Award	Stock Option (Right to Buy)	27,933	$0.00	--
Grant/Award	Stock Option (Right to Buy)	40,434	$0.00	--
Grant/Award	Common Stock	14,836	$0.00	--
Grant/Award	Common Stock	1,681	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 7,469 shares (Direct, null); Common Stock — 14,836 shares (Direct, null); Common Stock — 1,681 shares (Indirect, By The Smith Living Trust)

Footnotes (1)

1. Represents shares of common stock of FedEx Corporation ("FedEx"), including equity awards originally granted by FedEx, that have been converted into equity awards of FedEx Freight Holding Company, Inc. (the "Issuer") in connection with the spin-off of the Issuer from FedEx. Represents options to acquire FedEx common stock that have been converted into options to acquire the Issuer's common stock in connection with the spin-off of the Issuer from FedEx. Fully vested and exercisable. Vest ratably over four years from the original grant date of the FedEx stock option (i.e., ten years prior to the option's expiration date) and are first exercisable one year from the original grant date.

Key Figures

Indirect common shares: 1,681 shares Direct common shares: 14,836 shares Largest option grant: 40,434 options at $88.85 +3 more

6 metrics

Indirect common shares 1,681 shares Common Stock held by The Smith Living Trust after 2026-06-01 award

Direct common shares 14,836 shares Common Stock held directly after 2026-06-01 award

Largest option grant 40,434 options at $88.85 Stock Option (Right to Buy), expiration 2035-06-26

Low strike option 34,910 options at $52.17 Stock Option (Right to Buy), expiration 2030-06-15

High strike option 24,265 options at $117.35 Stock Option (Right to Buy), expiration 2031-06-14

Shortest-dated option 7,469 options at $82.57 Stock Option (Right to Buy), expiration 2027-06-12

Key Terms

Stock Option (Right to Buy), spin-off, fully vested and exercisable, vest ratably over four years, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" with underlying FedEx Freight common stock"

spin-off financial

"converted into equity awards of FedEx Freight Holding Company, Inc. in connection with the spin-off of the Issuer from FedEx"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

fully vested and exercisable financial

"Footnote F3 states: "Fully vested and exercisable.""

vest ratably over four years financial

"Footnote F4: "Vest ratably over four years from the original grant date""

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition" for each transaction"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Smith John Alan

(Last) (First) (Middle)

8285 TOURNAMENT DRIVE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Director

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		14,836(1)	A	$0	14,836	D
Common Stock	06/01/2026		A		1,681(1)	A	$0	1,681	I	By The Smith Living Trust

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
Stock Option (Right to Buy)	$82.57	06/01/2026		A(2)		7,469		(3)	06/12/2027	Common Stock	7,469	$0	7,469	D
Stock Option (Right to Buy)	$104.27	06/01/2026		A(2)		23,060		(3)	06/11/2028	Common Stock	23,060	$0	23,060	D
Stock Option (Right to Buy)	$64.47	06/01/2026		A(2)		42,756		(3)	06/10/2029	Common Stock	42,756	$0	42,756	D
Stock Option (Right to Buy)	$52.17	06/01/2026		A(2)		34,910		(3)	06/15/2030	Common Stock	34,910	$0	34,910	D
Stock Option (Right to Buy)	$117.35	06/01/2026		A(2)		24,265		(3)	06/14/2031	Common Stock	24,265	$0	24,265	D
Stock Option (Right to Buy)	$90.4	06/01/2026		A(2)		34,032		(4)	06/30/2032	Common Stock	34,032	$0	34,032	D
Stock Option (Right to Buy)	$91.45	06/01/2026		A(2)		38,759		(4)	06/22/2033	Common Stock	38,759	$0	38,759	D
Stock Option (Right to Buy)	$116.36	06/01/2026		A(2)		27,933		(4)	06/27/2034	Common Stock	27,933	$0	27,933	D
Stock Option (Right to Buy)	$88.85	06/01/2026		A(2)		40,434		(4)	06/26/2035	Common Stock	40,434	$0	40,434	D

Explanation of Responses:

1. Represents shares of common stock of FedEx Corporation ("FedEx"), including equity awards originally granted by FedEx, that have been converted into equity awards of FedEx Freight Holding Company, Inc. (the "Issuer") in connection with the spin-off of the Issuer from FedEx.

2. Represents options to acquire FedEx common stock that have been converted into options to acquire the Issuer's common stock in connection with the spin-off of the Issuer from FedEx.

3. Fully vested and exercisable.

4. Vest ratably over four years from the original grant date of the FedEx stock option (i.e., ten years prior to the option's expiration date) and are first exercisable one year from the original grant date.

Remarks:

	/s/ Edward J. Garitty, as Attorney-in-Fact	06/03/2026
	** 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)

FAQ

What insider transactions did FedEx Freight (FDXF) report for John Alan Smith?

The filing reports that John Alan Smith acquired common shares and stock options in FedEx Freight on June 1, 2026. These awards reflect equity originally granted by FedEx and converted into FedEx Freight equity as part of the company’s spin-off from FedEx Corporation.

How many FedEx Freight (FDXF) common shares does John Alan Smith now hold from these awards?

From this filing, John Alan Smith holds 1,681 FedEx Freight common shares indirectly through The Smith Living Trust and 14,836 common shares directly. These positions arise from the conversion of prior FedEx equity awards into FedEx Freight equity in connection with the spin-off.

What stock options over FedEx Freight (FDXF) common stock were reported in this Form 4?

The Form 4 lists several stock option grants over FedEx Freight common stock, each converted from FedEx options. They cover share blocks such as 40,434, 38,759 and 34,032 shares, with exercise prices between $52.17 and $117.35 and expiration dates from 2027 through 2035.

Were John Alan Smith’s FedEx Freight (FDXF) awards related to the spin-off from FedEx?

Yes. Footnotes state that the common stock awards and options were originally granted by FedEx and converted into FedEx Freight awards in connection with the spin-off. This means the positions reflect a structural change rather than new open‑market transactions.

Are John Alan Smith’s FedEx Freight (FDXF) stock options fully vested?

Some options are fully vested and exercisable, while others vest over time. Footnotes explain that certain options are fully vested, and others vest ratably over four years from their original FedEx grant date, becoming first exercisable one year after that original grant.

Did John Alan Smith buy or sell FedEx Freight (FDXF) shares on the market in this filing?

No. All transactions are coded as acquisitions of grants or awards, not market purchases or sales. The Form 4 reflects the conversion of existing FedEx equity into FedEx Freight shares and options as part of the spin-off, with no reported open‑market trading.