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Equity awards for FedEx Freight (FDXF) CTO converted after spin-off

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

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. executive vice president and chief technology officer Michael Rodgers reported new equity awards tied to the company’s spin-off from FedEx Corporation. He received a grant of 497 shares of common stock, giving him 497 common shares held directly after the transaction.

Rodgers was also granted stock options on 4,883 shares of common stock at an exercise price of $88.85 per share, expiring on June 26, 2035. According to the footnotes, these awards were originally granted in FedEx stock and converted into FedEx Freight awards in connection with the spin-off, and the options vest ratably over four years from the original FedEx grant date and are first exercisable one year from that date.

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Insider Rodgers Michael
Role EVP - Chief Technology Officer
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 4,883 $0.00 --
Grant/Award Common Stock 497 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 4,883 shares (Direct, null); Common Stock — 497 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 shares granted 497 shares Grant of common stock to EVP & CTO on June 1, 2026
Common shares held after grant 497 shares Total direct holdings of common stock following transaction
Stock options granted 4,883 options Derivative award linked to common stock on June 1, 2026
Option exercise price $88.85 per share Conversion or exercise price for 4,883 options
Option expiration date June 26, 2035 Expiration for the granted stock options
spin-off financial
"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"
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) as the derivative security title"
vest ratably financial
"Vest ratably over four years from the original grant date"
exercise price financial
"Represents options to acquire FedEx common stock that have been converted"
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*
Rodgers Michael
(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 Technology 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 Stock06/01/2026A497(1)A$0497D
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)$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 did FedEx Freight (FDXF) disclose about Michael Rodgers’ recent equity awards?

FedEx Freight reported that EVP and CTO Michael Rodgers received 497 shares of common stock and 4,883 stock options. These awards reflect converted FedEx equity in connection with the FedEx Freight spin-off and are held directly as part of his compensation.

How many FedEx Freight (FDXF) common shares does Michael Rodgers now hold directly?

After the reported grant, Michael Rodgers holds 497 shares of FedEx Freight common stock directly. These shares stem from equity awards that were originally granted in FedEx stock and converted into FedEx Freight awards as part of the company’s spin-off.

What are the key terms of Michael Rodgers’ new FedEx Freight (FDXF) stock options?

Michael Rodgers received 4,883 stock options for FedEx Freight common stock with an exercise price of $88.85 per share and an expiration date of June 26, 2035. The options were converted from FedEx options in connection with the spin-off transaction.

How do Michael Rodgers’ FedEx Freight (FDXF) stock options vest and become exercisable?

The options vest ratably over four years from the original FedEx grant date and are first exercisable one year from that original grant date. This means his FedEx Freight options follow the same vesting schedule that applied to the pre-spin FedEx stock options.

Are Michael Rodgers’ new FedEx Freight (FDXF) awards open-market purchases or compensation grants?

They are compensation-related grants, not open-market purchases. The Form 4 classifies both the common shares and stock options as acquisitions under a grant or award code, reflecting converted FedEx equity in connection with the FedEx Freight spin-off.