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FedEx Freight (FDXF) EVP Michael Lyons receives converted stock and option awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. executive Michael B. Lyons, EVP and Chief Commercial Officer, reported equity awards connected to the spin-off from FedEx Corporation. He acquired 580 shares of common stock at no cash cost, converted from prior FedEx equity awards.

He also received stock options covering a total of 10,678 shares of common stock at exercise prices ranging from $88.85 to $116.36 per share, all held directly. Footnotes explain these represent FedEx stock options and awards converted into FedEx Freight awards, which vest ratably over four years from each original FedEx grant date and are first exercisable one year after those original grant dates.

Positive

  • None.

Negative

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Insider Lyons Michael B
Role EVP, Chief Commercial Officer
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 1,174 $0.00 --
Grant/Award Stock Option (Right to Buy) 2,008 $0.00 --
Grant/Award Stock Option (Right to Buy) 2,189 $0.00 --
Grant/Award Stock Option (Right to Buy) 424 $0.00 --
Grant/Award Stock Option (Right to Buy) 4,883 $0.00 --
Grant/Award Common Stock 580 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 1,174 shares (Direct, null); Common Stock — 580 shares (Direct, null)
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. 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.
Common stock award 580 shares Shares of common stock acquired as equity award
Option grant 1 size 4,883 options Stock options with $88.85 exercise price
Option grant 1 strike $88.85/share Exercise price for 4,883 options
Option grant 2 size 424 options Stock options with $102.81 exercise price
Option grant 3 size 2,189 options Stock options with $116.36 exercise price
Option grant 4 size 2,008 options Stock options with $91.45 exercise price
Option grant 5 size 1,174 options Stock options with $90.40 exercise price
Total option coverage 10,678 shares Total underlying common shares for all options granted
Stock Option (Right to Buy) financial
"security_title: "Stock Option (Right to Buy)" for multiple derivative entries"
spin-off financial
"converted into equity awards of FedEx Freight Holding Company, Inc. in connection with the spin-off"
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"
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.
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 fields such as "88.8500" and "116.3600""
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Commercial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026A580(1)A$0580D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$90.406/01/2026A(2)1,174 (3)06/30/2032Common Stock1,174$01,174D
Stock Option (Right to Buy)$91.4506/01/2026A(2)2,008 (3)06/22/2033Common Stock2,008$02,008D
Stock Option (Right to Buy)$116.3606/01/2026A(2)2,189 (3)06/27/2034Common Stock2,189$02,189D
Stock Option (Right to Buy)$102.8106/01/2026A(2)424 (3)09/23/2034Common Stock424$0424D
Stock Option (Right to Buy)$88.8506/01/2026A(2)4,883 (3)06/26/2035Common Stock4,883$04,883D
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-Fact06/03/2026
** Signature of Reporting PersonDate
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

FAQ

What insider transaction did FDXF executive Michael B. Lyons report?

Michael B. Lyons reported acquiring equity awards in FedEx Freight Holding Company, Inc. He received 580 shares of common stock and multiple stock option grants, all classified as grant or award acquisitions rather than open-market purchases or sales, linked to the FedEx spin-off.

How many FedEx Freight (FDXF) common shares did Michael B. Lyons acquire?

He acquired 580 shares of FedEx Freight common stock. The filing describes these as equity awards originally granted by FedEx Corporation that were converted into FedEx Freight common stock in connection with the company’s spin-off from FedEx, with no cash price per share listed.

What stock options were granted to Michael B. Lyons in the FDXF Form 4?

Lyons received stock options over several blocks of shares: 4,883, 424, 2,189, 2,008, and 1,174 shares. Each block is a grant or award acquisition of options to buy FedEx Freight common stock, converted from prior FedEx options as part of the spin-off.

What are the exercise prices of Michael B. Lyons’ FedEx Freight stock options?

The options reported have exercise prices of $88.85, $102.81, $116.36, and $91.45, plus an additional grant at $90.40. These prices match the converted FedEx stock option terms and apply to specific blocks of options tied to the original FedEx grants.

How do the converted FedEx equity awards affect Michael B. Lyons’ FDXF holdings?

Following these transactions, Lyons directly holds 580 shares of FedEx Freight common stock and several option positions. The options collectively cover 10,678 underlying common shares, giving him potential future ownership if he exercises them at their stated exercise prices.

How do Michael B. Lyons’ FedEx Freight options vest after the spin-off?

The options vest ratably over four years from each original FedEx stock option’s grant date. According to the filing, they are first exercisable one year after the original FedEx grant date and have expiration dates roughly ten years after those original grants.