FDXF · FedEx Freight Holding Company, Inc.

This spin-off represents a high-materiality corporate restructuring that fundamentally reshapes FedEx’s portfolio by separating its largest North American LTL business into an independent, publicly traded entity. The transaction is operationally advanced: the SEC has declared FedEx Freight’s Form 10 effective, the FedEx Board has formally approved the distribution, and all key dates—including the May 15, 2026 record date and June 1, 2026 distribution date—are locked in. The structure is a pro rata, tax-free spin-off for U.S. federal income tax purposes, delivering one share of FedEx Freight for every two shares of FedEx held, with fractional shares settled in cash. Critically, FedEx Freight’s standalone financial profile is disclosed: $8.9 billion in FY2025 revenue and $1.4 billion in operating income confirm its scale and profitability as the largest North American LTL carrier. The $4.1 billion pre-spin-off cash dividend—funded by FedEx Freight’s $3.7 billion senior notes offering and term loan—strengthens FedEx’s balance sheet while signaling FedEx Freight’s robust cash generation capacity. FedEx’s retention of a 19.9% stake, to be monetized within 24 months via debt repayment or shareholder distributions, provides near-term financial flexibility without compromising long-term strategic independence. For investors, this creates two distinct investment theses: FedEx as a global integrated network focused on premium and technology-enabled services, and FedEx Freight as a focused, digitally enhanced LTL leader with stable margins, a diversified customer base, and operational leverage across cyclical markets. The separation unlocks capital allocation autonomy, targeted M&A capability, and tailored compensation structures for both entities—directly addressing investor demands for clarity, efficiency, and value realization.