FDXF CFO granted shares and stock options

FedEx Freight Holding Company EVP and CFO Witt Marshall reported compensation-related equity awards.

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Form Type

Rhea-AI Filing Summary

FedEx Freight Holding Company EVP and CFO Witt Marshall reported compensation-related equity awards. He received 986 shares of common stock and 4,614 stock options with a $93.56 exercise price. Footnotes explain these were FedEx equity awards converted into FedEx Freight awards in connection with the spin-off, vesting over four years.

Insider Trade Summary

Grant/Award: 5,600 shares

Grant/Award 2 txns

Insider Witt Marshall

Role EVP - Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	4,614	$0.00	$0.00
Grant/Award	Common Stock	986	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 4,614 contracts (Direct); Common Stock — 986 shares (Direct)

Footnotes (3)

F1. 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.
F2. 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.
F3. 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

Common shares granted: 986 shares Options granted: 4,614 options Option exercise price: $93.56 per share +3 more

6 metrics

Common shares granted 986 shares Award of common stock on June 1, 2026

Options granted 4,614 options Stock options on common stock on June 1, 2026

Option exercise price $93.56 per share Conversion or exercise price for stock options

Option expiration date October 15, 2035 Expiration of stock options converted from FedEx

Shares held after grant 986 shares Total common stock directly owned post-transaction

Options held after grant 4,614 options Total stock options directly owned post-transaction

Key Terms

spin-off, equity awards, Stock Option (Right to Buy), vest ratably, +1 more

5 terms

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.

equity awards financial

"including equity awards originally granted by FedEx, that have been converted into equity awards of FedEx Freight Holding Company, Inc."

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) ... options to acquire the Issuer's common stock"

vest ratably financial

"Vest ratably over four years from the original grant date of the FedEx stock option"

exercise price financial

"conversion or exercise price of 93.5600"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

What did FDXF CFO Witt Marshall report in this Form 4 filing?

Witt Marshall reported receiving equity awards in FedEx Freight. The filing shows 986 common shares and 4,614 stock options granted as part of compensation, converted from prior FedEx awards after the company’s spin-off, rather than open-market share purchases or sales.

How many FedEx Freight (FDXF) shares did the CFO acquire?

The CFO acquired 986 shares of FedEx Freight common stock. These shares represent converted equity awards that originally came from FedEx, now adjusted to FedEx Freight following the spin-off, and they are held directly as part of his compensation package.

What stock options were granted to the FDXF CFO in this transaction?

The CFO was granted options on 4,614 shares of common stock. These options carry a $93.56 exercise price per share and were converted from FedEx options into FedEx Freight options in connection with the spin-off transaction between the two companies.

When do Witt Marshall’s FDXF stock options expire and vest?

The options expire on October 15, 2035. According to the footnotes, they vest ratably over four years from the original FedEx grant date and are first exercisable one year after that original grant, maintaining the prior vesting schedule following conversion.

Are the FDXF CFO’s equity awards open-market transactions?

No, these are not open-market trades. The Form 4 describes them as grant or award acquisitions, with footnotes clarifying they are converted equity awards from FedEx tied to the corporate spin-off, not discretionary stock purchases or sales in the public market.

How many FDXF stock options does the CFO hold after this filing?

After the reported grant, the CFO holds 4,614 FedEx Freight stock options. This reflects the full amount shown following the transaction, all held directly, representing options converted from his previous FedEx equity compensation into the new company’s equity plan.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/03/2026 - 04:33 PM EDT

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^*

Witt Marshall

(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 Financial Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		A		986⁽¹⁾	A	$0	986	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$93.56	06/01/2026		A⁽²⁾		4,614		⁽³⁾	10/15/2035	Common Stock	4,614	$0	4,614	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. 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)

Source: View Original Filing on SEC EDGAR