{"filing":{"accession_number":"0001104659-26-068521","cik":"0002082247","ticker":"FDXF","company_name":"FedEx Freight Holding Company, Inc.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"tm2615735d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2082247/000110465926068521/tm2615735d2_8k.htm"},"events":[{"id":7694,"run_id":6762,"accession_number":"0001104659-26-068521","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"FedEx Freight completed a spin-off from FedEx Corporation on June 1, 2026, separating into an independent publicly traded company. The transaction involved entry into multiple material definitive agreements (Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Trademark License Agreement, and Stockholder and Registration Rights Agreement) governing the separation and ongoing relationship between the entities, funded by a $3.7 billion senior notes offering and $600 million term loan drawdown, with a $4.1 billion cash dividend paid to the parent.","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":2990,"accession_number":"0001104659-26-068521","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"FedEx Freight completed a spin-off from FedEx Corporation on June 1, 2026, creating a new publicly traded company. The filing discloses entry into multiple material definitive agreements (Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Trademark License Agreement, and Stockholder and Registration Rights Agreement) that govern the separation and ongoing relationship between the two entities. This constitutes a material change of control and corporate restructuring event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2993,"accession_number":"0001104659-26-068521","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes the completion of a spin-off transaction where FedEx distributed 80.1% of FedEx Freight common stock to FedEx shareholders on a pro rata basis, effective June 1, 2026. A spin-off is a material change of control event that fundamentally alters the registrant's corporate structure and ownership, transforming it from a wholly owned subsidiary into a publicly traded independent company. This is a material M\u0026A-type activity requiring 8-K disclosure under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2997,"accession_number":"0001104659-26-068521","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes completion of a \"Spin-Off\" involving FedEx Freight's separation from FedEx, funded by a $3.7 billion senior notes offering and term loan borrowings, with a $4.1 billion cash dividend paid to the parent. This constitutes a material change of control and disposition event requiring disclosure under Item 1.01 or 2.01 of Form 8-K, even though it appears here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7695,"run_id":6762,"accession_number":"0001104659-26-068521","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"FedEx Freight appointed a new board of nine directors and six executive officers effective immediately prior to the spin-off completion on May 27, 2026, including John A. Smith as President and CEO, and five other executive officers (Clement Edward Klank III as EVP–Chief Human Resources and Legal Officer, Michael B. Lyons as EVP–Chief Specialized Services and Commercial Officer, Clinton D. McCoy as EVP–Chief Operating Officer, Michael Rodgers as EVP–Chief Technology Officer, and Marshall W. Witt as EVP–Chief Financial Officer) to lead the newly independent company.","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":2994,"accession_number":"0001104659-26-068521","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of nine directors (John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith) and six executive officers (John A. Smith as President and CEO, Clement Edward Klank III as EVP–Chief Human Resources and Legal Officer, Michael B. Lyons as EVP–Chief Specialized Services and Commercial Officer, Clinton D. McCoy as EVP–Chief Operating Officer, Michael Rodgers as EVP–Chief Technology Officer, and Marshall W. Witt as EVP–Chief Financial Officer) effective immediately prior to the Effective Time on May 27, 2026, in connection with the Company's spin-off from FedEx. While the filing also discloses the resignation of Clement Edward Klank III as director and president, the principal disclosed action centers on the appointment of a new board and executive leadership team for the newly independent company, making this a material executive appointment event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7696,"run_id":6762,"accession_number":"0001104659-26-068521","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"FedEx Freight amended its certificate of incorporation to create 500 million authorized shares of common stock, converted outstanding shares (149.5 million), completely restated its certificate of incorporation and bylaws, and changed its fiscal year end from May 31 to December 31, effective June 1, 2026, as part of the spin-off corporate restructuring.","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":2992,"accession_number":"0001104659-26-068521","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to rights of security holders by cross-reference to Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Without the actual text of Item 5.03, the specific nature of the modification cannot be determined. Material modifications to security holder rights (e.g., voting rights, dividend preferences, conversion terms) are inherently material, but the event type cannot be precisely classified without knowing whether this involves charter amendments, bylaw changes, or other structural modifications. Classified as other_material pending visibility of the referenced Item 5.03 content.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2995,"accession_number":"0001104659-26-068521","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses multiple corporate governance changes: (i) amendment to the certificate of incorporation creating 500 million authorized shares of common stock and converting outstanding shares (149.5 million), (ii) complete restatement of the certificate of incorporation and bylaws, and (iii) a change in fiscal year end from May 31 to December 31, effective June 1, 2026. While Item 5.03 covers amendments to articles and bylaws, the combination of authorized share increase, share conversion, comprehensive charter/bylaw restatement, and fiscal year change represents a material corporate restructuring that would affect investor assessment of capital structure and reporting cadence. This does not fit neatly into the more specific event categories (e.g., dilutive_issuance focuses on new equity sales, not charter amendments), warranting classification as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7697,"run_id":6762,"accession_number":"0001104659-26-068521","anchor_item_number":"5.05","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"FedEx Freight adopted a new Code of Conduct and Corporate Governance Guidelines effective upon completion of the spin-off, establishing foundational governance documents for the newly independent company.","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":2996,"accession_number":"0001104659-26-068521","item_number":"5.05","item_title":"Amendment to the Registrant’s Code of Ethics, or","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses adoption of a new Code of Conduct and Corporate Governance Guidelines effective upon the Spin-Off completion. While Item 5.05 typically covers amendments or waivers to existing codes of ethics, this disclosure describes the establishment of new governance documents for a newly independent company following a spin-off transaction. The materiality stems from the corporate governance restructuring incident to the spin-off, though the event does not fit neatly into the more specific taxonomy categories (it is neither a routine amendment nor a waiver, but rather foundational governance adoption for a newly public entity).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7698,"run_id":6762,"accession_number":"0001104659-26-068521","anchor_item_number":"2.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"FedEx Freight drew down the full $600 million Term Loan Facility on May 27, 2026, to finance a cash dividend payment to its parent company as part of the spin-off transaction.","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01","form":"8-K","submitted_at":null,"items":[{"id":2991,"accession_number":"0001104659-26-068521","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"FedEx Freight drew down the full $600 million Term Loan Facility on May 27, 2026, to finance a cash dividend payment. While Item 2.03 typically signals covenant breaches or material debt obligations, this disclosure describes a routine drawdown of previously-established credit facilities to fund a dividend—a material financing event but not a breach, going-concern issue, or other specific triggering event in the taxonomy. The $600 million drawdown is material to investors, but the event does not fit cleanly into covenant_breach, ma_activity, or other more specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2990,"accession_number":"0001104659-26-068521","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"FedEx Freight completed a spin-off from FedEx Corporation on June 1, 2026, creating a new publicly traded company. The filing discloses entry into multiple material definitive agreements (Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Trademark License Agreement, and Stockholder and Registration Rights Agreement) that govern the separation and ongoing relationship between the two entities. This constitutes a material change of control and corporate restructuring event that would significantly affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2991,"accession_number":"0001104659-26-068521","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"FedEx Freight drew down the full $600 million Term Loan Facility on May 27, 2026, to finance a cash dividend payment. While Item 2.03 typically signals covenant breaches or material debt obligations, this disclosure describes a routine drawdown of previously-established credit facilities to fund a dividend—a material financing event but not a breach, going-concern issue, or other specific triggering event in the taxonomy. The $600 million drawdown is material to investors, but the event does not fit cleanly into covenant_breach, ma_activity, or other more specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2992,"accession_number":"0001104659-26-068521","item_number":"3.03","item_title":"Material Modifications to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses material modifications to rights of security holders by cross-reference to Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Without the actual text of Item 5.03, the specific nature of the modification cannot be determined. Material modifications to security holder rights (e.g., voting rights, dividend preferences, conversion terms) are inherently material, but the event type cannot be precisely classified without knowing whether this involves charter amendments, bylaw changes, or other structural modifications. Classified as other_material pending visibility of the referenced Item 5.03 content.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2993,"accession_number":"0001104659-26-068521","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This disclosure describes the completion of a spin-off transaction where FedEx distributed 80.1% of FedEx Freight common stock to FedEx shareholders on a pro rata basis, effective June 1, 2026. A spin-off is a material change of control event that fundamentally alters the registrant's corporate structure and ownership, transforming it from a wholly owned subsidiary into a publicly traded independent company. This is a material M\u0026A-type activity requiring 8-K disclosure under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2994,"accession_number":"0001104659-26-068521","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses the appointment of nine directors (John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith) and six executive officers (John A. Smith as President and CEO, Clement Edward Klank III as EVP–Chief Human Resources and Legal Officer, Michael B. Lyons as EVP–Chief Specialized Services and Commercial Officer, Clinton D. McCoy as EVP–Chief Operating Officer, Michael Rodgers as EVP–Chief Technology Officer, and Marshall W. Witt as EVP–Chief Financial Officer) effective immediately prior to the Effective Time on May 27, 2026, in connection with the Company's spin-off from FedEx. While the filing also discloses the resignation of Clement Edward Klank III as director and president, the principal disclosed action centers on the appointment of a new board and executive leadership team for the newly independent company, making this a material executive appointment event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2995,"accession_number":"0001104659-26-068521","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"The filing discloses multiple corporate governance changes: (i) amendment to the certificate of incorporation creating 500 million authorized shares of common stock and converting outstanding shares (149.5 million), (ii) complete restatement of the certificate of incorporation and bylaws, and (iii) a change in fiscal year end from May 31 to December 31, effective June 1, 2026. While Item 5.03 covers amendments to articles and bylaws, the combination of authorized share increase, share conversion, comprehensive charter/bylaw restatement, and fiscal year change represents a material corporate restructuring that would affect investor assessment of capital structure and reporting cadence. This does not fit neatly into the more specific event categories (e.g., dilutive_issuance focuses on new equity sales, not charter amendments), warranting classification as other_material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2996,"accession_number":"0001104659-26-068521","item_number":"5.05","item_title":"Amendment to the Registrant’s Code of Ethics, or","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses adoption of a new Code of Conduct and Corporate Governance Guidelines effective upon the Spin-Off completion. While Item 5.05 typically covers amendments or waivers to existing codes of ethics, this disclosure describes the establishment of new governance documents for a newly independent company following a spin-off transaction. The materiality stems from the corporate governance restructuring incident to the spin-off, though the event does not fit neatly into the more specific taxonomy categories (it is neither a routine amendment nor a waiver, but rather foundational governance adoption for a newly public entity).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"},{"id":2997,"accession_number":"0001104659-26-068521","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The disclosure describes completion of a \"Spin-Off\" involving FedEx Freight's separation from FedEx, funded by a $3.7 billion senior notes offering and term loan borrowings, with a $4.1 billion cash dividend paid to the parent. This constitutes a material change of control and disposition event requiring disclosure under Item 1.01 or 2.01 of Form 8-K, even though it appears here under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:14:06.208500+00:00","company_name":"FedEx Freight Holding Company, Inc.","ticker":"FDXF","filing_date":"2026-06-01"}]}