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FedEx Freight (FDXF) director receives converted stock and option awards

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

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. director R. Brad Martin reported a series of equity award acquisitions in connection with the spin-off of the issuer from FedEx Corporation. The filing shows common stock awards to Martin directly and to related entities, including family trusts, a family foundation, GRATs and his spouse, with no cash paid for the shares.

The awards also include stock options to buy FedEx Freight common stock that were converted from existing FedEx options, with exercise prices between $58.40 and $94.36 per share and expirations from 2030 through 2035. Some options are fully vested and exercisable, while others vest ratably over four years and are first exercisable one year after the original FedEx grant date.

Positive

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Negative

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Insights

Director Martin reports converted equity awards from the FedEx spin-off, with no open‑market buying or selling.

The transactions are coded as grants or awards, reflecting equity originally granted by FedEx Corporation and converted into FedEx Freight Holding Company, Inc. stock and options in connection with the spin-off. All entries are acquisitions, not market trades, and the price per share is shown as $0.0000, underscoring their compensation nature.

The largest items are stock options on 47,044 and 11,867 shares at exercise prices of $94.36 and $58.40, expiring between 2030 and 2035. Some options are fully vested and exercisable, while others vest over four years, creating a multi‑year incentive structure rather than an immediate liquidity event.

Insider MARTIN R BRAD
Role null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 6,502 $0.00 --
Grant/Award Stock Option (Right to Buy) 7,155 $0.00 --
Grant/Award Stock Option (Right to Buy) 11,867 $0.00 --
Grant/Award Stock Option (Right to Buy) 47,044 $0.00 --
Grant/Award Common Stock 20,419 $0.00 --
Grant/Award Common Stock 19,220 $0.00 --
Grant/Award Common Stock 3,625 $0.00 --
Grant/Award Common Stock 1,050 $0.00 --
Grant/Award Common Stock 375 $0.00 --
Grant/Award Common Stock 375 $0.00 --
Grant/Award Common Stock 375 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 6,502 shares (Direct, null); Common Stock — 20,419 shares (Direct, null); Common Stock — 19,220 shares (Indirect, By GRATs)
Footnotes (1)
  1. Represents equity awards originally granted by FedEx Corporation ("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.
Common stock grant (direct) 20,419 shares Common Stock awarded directly on 2026-06-01
Common stock via GRATs 19,220 shares Indirect ownership "By GRATs" on 2026-06-01
Family foundation shares 3,625 shares Indirect ownership "By R. Brad Martin Family Foundation"
Spouse’s indirect shares 1,050 shares Indirect ownership "By Wife" on 2026-06-01
Stock options at $94.36 47,044 options at $94.36/share Stock Option (Right to Buy), expires 2035-09-29
Stock options at $58.40 11,867 options at $58.40/share Stock Option (Right to Buy), expires 2032-09-26
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.
GRATs financial
"Common Stock, indirect ownership noted as "By GRATs""
Stock Option (Right to Buy) financial
"Security title listed as "Stock Option (Right to Buy)" for derivative awards"
fully vested and exercisable financial
"A footnote states, "Fully vested and exercisable." for certain options"
vest ratably over four years financial
"A footnote states options "Vest ratably over four years from the original grant date""
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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*
MARTIN R BRAD
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock06/01/2026A20,419(1)A$020,419D
Common Stock06/01/2026A19,220(1)A$019,220IBy GRATs
Common Stock06/01/2026A3,625(1)A$03,625IBy R. Brad Martin Family Foundation
Common Stock06/01/2026A1,050(1)A$01,050IBy Wife
Common Stock06/01/2026A375(1)A$0375IBy Child's Trust 1
Common Stock06/01/2026A375(1)A$0375IBy Child's Trust 2
Common Stock06/01/2026A375(1)A$0375IBy Child's Trust 3
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)$93.506/01/2026A(2)6,502 (3)09/21/2030Common Stock6,502$06,502D
Stock Option (Right to Buy)$90.606/01/2026A(2)7,155 (3)09/27/2031Common Stock7,155$07,155D
Stock Option (Right to Buy)$58.406/01/2026A(2)11,867 (3)09/26/2032Common Stock11,867$011,867D
Stock Option (Right to Buy)$94.3606/01/2026A(2)47,044 (4)09/29/2035Common Stock47,044$047,044D
Explanation of Responses:
1. Represents equity awards originally granted by FedEx Corporation ("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-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 did FDXF director R. Brad Martin report in this Form 4?

R. Brad Martin reported receiving multiple equity awards in FedEx Freight common stock and stock options. These represent grants or conversions of prior FedEx Corporation awards tied to the spin-off, rather than open-market purchases or sales, and include both direct and indirect holdings.

Were the FDXF transactions open-market buys or sells?

No, the FDXF transactions are grants or awards coded with transaction code A, indicating grant, award, or other acquisition. The price per share is listed as zero, confirming they are compensation-related conversions, not open-market buying or selling activity in the company’s stock.

How is the FedEx spin-off described in this FDXF insider filing?

The filing states that FedEx equity awards were converted into FedEx Freight awards in connection with the spin-off. Both stock and option grants originally tied to FedEx Corporation now reference FedEx Freight common stock, aligning director incentives with the spun-off business.

What stock option details are disclosed for FDXF in this Form 4?

The Form 4 lists several stock option awards labeled as “Stock Option (Right to Buy)” with exercise prices such as $58.40 and $94.36 per share. These options expire between 2030 and 2035 and cover tens of thousands of underlying FedEx Freight common shares.

Are any FDXF options already vested and exercisable?

Yes, some options are fully vested and exercisable, according to a footnote. Another footnote explains that certain options vest ratably over four years from the original FedEx grant date and are first exercisable one year after that date, creating a staggered vesting schedule.