FedEx Corp (NYSE: FDX) spins out 80.1% of FedEx Freight via stock dividend

Rhea-AI Filing Summary

FedEx Corporation, as a major owner of FedEx Freight Holding Company, Inc., reported an internal restructuring of its Freight common stock. Before the change, FedEx held 100 shares that were converted into 149,505,248 shares of Freight common stock in a transaction exempt from reporting under Rule 16a-9.

FedEx then distributed 80.1% of these shares, or 119,753,703 shares of Freight common stock, as a pro rata dividend to holders of FedEx common stock of record as of May 15, 2026. After this distribution, FedEx continued to hold 29,751,545 Freight common shares directly.

Insights

Equity restructuring analyst

FedEx restructures and spins out most of its Freight equity via dividend.

FedEx Corporation converted its 100 shares of FedEx Freight into 149,505,248 Freight common shares, then distributed 119,753,703 shares, or 80.1%, as a pro rata dividend to FedEx common shareholders of record on May 15, 2026.

This Form 4 uses code J, categorized as “other acquisition or disposition,” reflecting an internal restructuring rather than a market trade. After the dividend, FedEx retains 29,751,545 Freight shares, indicating ongoing but minority ownership.

For investors, this structure means FedEx shareholders directly receive Freight stock while FedEx keeps a significant remaining stake. The overall economic impact depends on how each entity performs after the separation, which would be detailed in other company disclosures.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FEDEX CORP

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	119,753,703	$0.00	--

Holdings After Transaction: Common Stock — 29,751,545 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares distributed: 119,753,703 shares Total Freight shares after conversion: 149,505,248 shares Shares retained by FedEx: 29,751,545 shares +3 more

6 metrics

Shares distributed 119,753,703 shares FedEx Freight common stock distributed as 80.1% dividend

Total Freight shares after conversion 149,505,248 shares Freight common stock following conversion of 100 original shares

Shares retained by FedEx 29,751,545 shares FedEx Freight common stock held directly after distribution

Distribution percentage 80.1% Portion of issued and outstanding Freight shares distributed

Transaction code J Other acquisition or disposition on Form 4

Restructuring shares 119,753,703 shares Shares involved in restructuring classified in transaction summary

Key Terms

pro rata dividend, Rule 16a-9, transaction code J, Other acquisition or disposition, +1 more

5 terms

pro rata dividend financial

"distributed 80.1% of the issued and outstanding shares ... in a pro rata dividend"

Rule 16a-9 regulatory

"converted into 149,505,248 shares of Freight Common Stock in a transaction exempt from reporting pursuant to Rule 16a-9"

transaction code J regulatory

"transaction_code": "J" ... transaction_code_description": "Other acquisition or disposition""

Other acquisition or disposition regulatory

"transaction_code_description": "Other acquisition or disposition""

restructuringShares financial

""restructuringShares": 119753703"

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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^*

FEDEX CORP

(Last) (First) (Middle)

942 SOUTH SHADY GROVE ROAD

(Street)

MEMPHIS TENNESSEE 38120

(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	X	10% 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)

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		J(1)		119,753,703	D	$0	29,751,545	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 1, 2026, at 12:01 a.m., Central Time, FedEx Corporation ("FedEx") distributed 80.1% of the issued and outstanding shares of common stock of FedEx Freight Holding Company, Inc. ("Freight Common Stock") to the holders of FedEx common stock as of the close of business on May 15, 2026 in a pro rata dividend. Prior thereto, the 100 shares of Freight Common Stock held by FedEx that constituted all of the issued and outstanding shares of Freight Common Stock were converted into 149,505,248 shares of Freight Common Stock in a transaction exempt from reporting pursuant to Rule 16a-9 under the Securities Exchange Act of 1934.

	/s/ Alana L. Griffin, Staff Vice President-Securities & Corporate Law	06/01/2026
	** 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 did FedEx Corp (FDX) report in this Form 4 for FedEx Freight Holding Company?

FedEx Corp reported an internal restructuring of FedEx Freight shares. It converted 100 Freight shares into 149,505,248 and then distributed 119,753,703 shares, or 80.1%, as a pro rata dividend to FedEx common shareholders of record on May 15, 2026.

How many FedEx Freight shares did FedEx Corp distribute to its shareholders?

FedEx Corp distributed 119,753,703 shares of FedEx Freight common stock. This represented 80.1% of the issued and outstanding Freight shares and was paid as a pro rata dividend to holders of FedEx common stock as of May 15, 2026.

How many FedEx Freight shares does FedEx Corp hold after the distribution?

After the distribution, FedEx Corp directly holds 29,751,545 shares of FedEx Freight common stock. This reflects the remaining portion of the 149,505,248 shares created in the conversion after 119,753,703 shares, or 80.1%, were distributed as a dividend.

What is the significance of the 80.1% figure in the FedEx Freight share distribution?

The 80.1% figure represents the portion of issued and outstanding FedEx Freight shares distributed. FedEx Corp converted its holdings to 149,505,248 Freight shares, then distributed 119,753,703 shares, equal to 80.1%, to FedEx common shareholders as a pro rata dividend on the spin date.

How was the conversion of FedEx Freight shares structured before the dividend?

Before the dividend, the 100 shares of FedEx Freight common stock held by FedEx were converted into 149,505,248 Freight common shares. This conversion was described as a transaction exempt from reporting under Rule 16a-9 of the Securities Exchange Act of 1934.

What transaction code was used for this FedEx Freight restructuring on Form 4?

The transaction was coded J on Form 4, defined as “Other acquisition or disposition.” It reflects a restructuring event rather than an open-market trade, consistent with the conversion of 100 Freight shares and subsequent pro rata dividend of 119,753,703 shares to FedEx shareholders.