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SEC filingFedEx Corporation announced SEC effectiveness of FedEx Freight's Form 10 registration and Board approval of pro rata distribution of 80.1% of its shares to stockholders, enabling separation into a new public company trading as FDXF on June 1, 2026.
FedEx Corporation is executing its previously announced plan to separate its less-than-truckload (LTL) freight business, FedEx Freight Holding Company, Inc., into an independent public company. The SEC's effectiveness of the Form 10 on May 11, 2026, marks a key regulatory milestone, followed by the Board's declaration on May 13, 2026, of a pro rata dividend distributing 80.1% of FedEx Freight's common stock to FedEx stockholders of record as of May 15, 2026. Each FedEx stockholder will receive one share of FedEx Freight common stock for every two shares of FedEx common stock held, with cash issued in lieu of fractional shares. FedEx Freight shares will commence trading on the NYSE under 'FDXF' on June 1, 2026, while FedEx continues under 'FDX'. FedEx will retain a 19.9% stake, planning tax-efficient disposal within 24 months via debt repayment, dividends, or stock exchanges. To facilitate the separation, FedEx Freight will remit approximately $4.1 billion cash dividend to FedEx, sourced from its February 2026 $3.7 billion senior notes offering and delayed-draw term loan borrowings. Concurrently, FedEx issued notice to redeem all €354,878,000 of its 1.300% notes due 2031 on May 28, 2026, at a make-whole premium. No stockholder action is required, with detailed Information Statement (Exhibit 99.1) mailed via Notice (Exhibit 99.2) around May 18, 2026. This spin-off aims to unlock distinct equity currencies, enhance strategic focus, and optimize capital deployment for both entities, positioning FedEx Freight as North America's largest LTL carrier with $8.9 billion FY2025 revenue and strong operational profile.