FedEx Freight Holding 10-K 2026-05-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the fiscal year ended May 31, 2026

OR

For the transition period from to

Commission file number: 001-43059

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☑

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

There was no public market for the registrant’s common stock as of the last business day of its most recently completed second fiscal quarter. The registrant has no “non-voting” stock.

As of August 3, 2026, 149,518,133 shares of the registrant's common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this “Annual Report”), are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including (but not limited to) statements contained in Item 1. “Business;” Item 1A. “Risk Factors;” Item 1C. “Cybersecurity;” Item 2. “Properties;” Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities;” Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition;” and Item 8. “Financial Statements and Supplementary Data,” regarding our strategy, outlook, financial condition, results of operations, cash flows, plans, objectives, future performance, and business.

Forward-looking statements are generally identified by the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” “outlook,” “potential,” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, and expected future developments, as well as other factors we believe are appropriate under the circumstances. These forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, economic conditions in the markets in which FedEx Freight Holding Company, Inc., together with its subsidiaries (“we,” “us,” “our,” “FedEx Freight,” or the “Company”), operates; significant changes in the volumes of shipments transported through FedEx Freight’s network, customer demand for FedEx Freight’s various services, or the prices it obtains for its services; geopolitical developments and additional changes in international trade policies and relations; the price and availability of fuel; failure to successfully implement FedEx Freight’s business strategy and effectively respond to changes in market dynamics and customer preferences; FedEx Freight’s ability to achieve some or all of the anticipated benefits from its spin-off from FedEx Corporation (“FedEx”) and such spin-off (the “Spin-Off”); the consequences of FedEx Freight no longer operating as part of a globally diversified company; dis-synergies and other costs incurred in connection with the Spin-Off exceeding FedEx Freight’s estimates; the distribution of shares of FedEx Freight, together with certain related transactions, not qualifying for the intended tax treatment; a significant data breach or other disruption to FedEx Freight’s technology infrastructure, and its ability to mitigate the technological, operational, legal, regulatory, and reputational risks related to emerging technologies such as autonomous technology and artificial intelligence (“AI”); increased insurance and claims expenses related to vehicle accidents, workers’ compensation claims, property and cargo loss, general business liabilities, and benefits paid under employee disability programs; failure to receive or collect expected insurance coverage; the effect of any international conflicts or terrorist activities; failure of third-party service providers to perform as expected, or disruptions in FedEx Freight’s relationships with those providers or their provision of services to FedEx Freight; widespread outbreak of an illness or any other communicable disease or public health crisis; damage to FedEx Freight’s or FedEx’s reputation or loss of brand equity; the intense competition within FedEx Freight’s industry; FedEx Freight’s ability to maintain good relationships with its employees and avoid attempts by labor organizations to organize groups of its employees; any effects on FedEx Freight’s businesses resulting from evolving or new U.S. domestic or international government regulations, laws, policies, and actions; any liability resulting from and the costs of defending against litigation and governmental proceedings; the sufficiency of insurance coverage FedEx Freight purchases; the effect of technology developments (including AI and machine learning) on FedEx Freight’s operations and on demand for its services, and FedEx Freight’s ability to identify and eliminate unnecessary information technology redundancy and complexity throughout the organization, including exiting the Transition Services Agreement with FedEx (the “Transition Services Agreement”) in the expected timeframe and at the expected cost; disruptions in global supply chains; constraints, volatility, or disruption in the global capital and credit markets; FedEx Freight’s ability to maintain its current credit ratings and senior unsecured debt credit ratings, and its ability to meet credit agreement financial covenants; and other risk factors identified in Item 1A. “Risk Factors” of this Annual Report, as may be updated by subsequent filings with the Securities and Exchange Commission (“SEC”). Further, new risk factors emerge from time to time, and it is not possible for us to predict all risk factors, nor can we accurately assess the ultimate impact of all risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.

As a result, no assurance can be given as to our future results and achievements or the effect of such results and achievements on our business and results of operations. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

TABLE OF CONTENTS

-1-

PART I

Company Overview

Headquartered in Memphis, Tennessee, FedEx Freight is the largest North American less-than-truckload (“LTL”) freight carrier, with industry-leading transit times and service levels, offering choice, simplicity, and reliability to meet the needs of LTL shippers while operating ethically with a commitment to “Safety Above All.” As of June 1, 2026, we had approximately 40,000 employees, over 365 locations, including approximately 355 shipping terminals (over 320 of which are in the United States) and approximately 10 linehaul relay sites, and nearly 30,000 motorized vehicles, of which nearly 17,000 are tractors, across all 50 U.S. states, Canada, and Mexico. We also offer freight delivery service to most points in Puerto Rico and the U.S. Virgin Islands. Our robust network established through almost 60 years of operations and consisting of more than 26,000 service center doors strategically positioned in high-demand regions provides critical services that facilitate the transport of goods in North America and powers the supply chains of our customers. Our services and solutions support companies of all sizes, industries, and specialties, and our proximity to our customers allows us to transport their goods quickly, reliably, and efficiently.

Our LTL portfolio consists of two complementary service offerings designed to address distinct customer shipping requirements, serving both time-critical and cost-sensitive freight across a single integrated network:

• FedEx Freight Priority:** A premium, time-definite LTL service designed for shipments requiring the fastest available transit. Priority offers industry-leading published transit times, including next-business-day service for shipments traveling up to 600 miles and second-business-day service for shipments traveling up to 1,600 miles. The service provides broad coverage across the United States, Canada, and Mexico and is backed by a money-back service guarantee if published delivery commitments are not met, providing customers with a high degree of reliability for time-critical freight.

•FedEx Freight Economy:** A value-oriented LTL service designed for shipments with more flexible transit requirements. Economy provides broad coverage across the United States and Canada, including service to and from Puerto Rico and service to the U.S. Virgin Islands through strategic alliances. The service offers reliable and cost-effective transportation for customers seeking to optimize shipping costs while maintaining consistent service performance. Shipments moving under FedEx Freight Economy are generally not covered by a money-back service guarantee.

In addition, FedEx Custom Critical provides expedited, time-specific freight solutions, including Surface Expedite and White Glove Services, available 24/7/365, which are discussed further below under “Business Strategy and Operations.”

Customers can also process domestic and cross-border LTL shipments to and from Canada and Mexico, as well as intra-Canada and intra-Mexico shipments, through our digital customer platforms, including LTL Select, a free cloud-based, multi-carrier transportation management system.

We have a number of ongoing initiatives intended to continue optimizing our operating model and financial performance, which are discussed further below under “Business Strategy and Operations.”

Spin-Off from FedEx Corporation

Prior to June 1, 2026, FedEx Freight operated as a group of wholly owned subsidiaries of FedEx. On December 19, 2024, FedEx announced its plan to spin-off FedEx Freight into an independent, publicly traded company. On June 1, 2026, FedEx completed the Spin-Off through its distribution of 80.1% of the outstanding shares of our common stock on a pro-rata basis to the holders of FedEx common stock. Following the Spin-Off, our common stock began trading under the ticker symbol “FDXF” on the New York Stock Exchange (“NYSE”).

See Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition” for information regarding costs and other financial-related items related to the Spin-Off and Item 13. “Certain Relationships and Related Transactions, and Director Independence” for information regarding the agreements FedEx Freight entered into with FedEx in connection with the Spin-Off.

Change in Fiscal Year

Effective for the period beginning June 1, 2026, the Company's fiscal year-end has changed from May 31 to December 31. Except as otherwise specified, any reference to a year in this Annual Report indicates our fiscal year ended May 31, 2026 or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

Industry Overview

Trucking companies provide two main types of services across industries and end-markets: truckload (“TL”) and LTL services. We are the largest provider of LTL services to customers across North America. The LTL industry is a segment of the freight transportation market that specializes in the consolidation and transport of shipments that do not require the full capacity of a truck trailer. This model allows LTL providers to offer cost-effective solutions for businesses that need to ship goods between various locations but do not have sufficient freight to justify hiring a full TL carrier. LTL carriers utilize network-based production logic to link different shipments into multi-stop routes and benefit from a semi- or fully-scheduled linehaul. This results in LTL carriers typically requiring a more expansive and sophisticated network of local pickup and delivery as freight is picked up from multiple customers and routed through a network of

-2-

service centers and transferred to other trucks with similar destinations. This sophisticated network structure enables shippers to flexibly manage variable shipment volumes and dispatch freight on demand.

There are certain market dynamics that influence LTL services with respect to pricing, routing, and carrier options that are different from the TL operating models. Customer pricing for TL solutions is typically rigid with one price for the entire trailer, irrespective of the shipment size, while LTL offerings are typically more flexible, with origin, destination, class, and weight being the drivers of price. This makes LTL generally more cost-effective than TL for shipments smaller than a full trailer, due to its hub-and-spoke routing model with cross-docking across terminals. In contrast, TL typically operates point-to-point without consolidation terminals, using customized, on-demand routes that may be non- or semi-scheduled. Historically, there has been more favorable pricing and economics in the North American LTL market, which consists of approximately 10 scaled players, as compared to the more fragmented North American TL market.

Business Strategy and Operations

FedEx Freight’s strategy builds on our expansive scale, diversified and premium service capabilities, and a tech-enabled platform to further differentiate our service offerings and drive profitable growth. Our strengths and strategy to grow our business include the following.

Largest LTL Pure-Player with Exceptional Network Scale and Proximity

We are the largest LTL freight carrier in North America with more than 26,000 service center doors and established infrastructure and coverage across 98% of all ZIP Codes in the United States (exclusive of military and PO ZIP Codes) as of June 1, 2026. Our network is strategically aligned with the densest freight corridors in the United States and we have built our infrastructure to serve these high-demand areas efficiently. The combination of our service center door count and proximity to the customer base enables greater supply chain flexibility and efficiency, specifically cross-docking, which streamlines the loading process. This, combined with our fleet size, accelerates our speed and enhances our quality of service. FedEx Freight’s network proximity generally allows it to maintain consistent service levels even during peak periods, as demonstrated by our ability to flex capacity during peak shipping seasons.

Robust Commercial Value Proposition with Differentiated Dual-Service Offering

We have established a comprehensive dual-service model and set of differentiated offerings to provide customers with flexibility to optimize their supply chains based on shipment urgency and service requirements.

Core Products

• FedEx Freight Priority:** A premium, time-definite service offering the fastest published transit times in the industry (typically one to three days). Priority enables customers to meet urgent delivery requirements while maintaining end-to-end shipment visibility and reliability.

• FedEx Freight Economy:** A value-oriented LTL service for shipments with more flexible transit requirements (typically three to six days). Economy provides reliable, cost-effective transportation for customers seeking to optimize shipping costs while maintaining consistent service performance.

Differentiated Offerings

• Volume Services:** Offers customized pricing solutions for qualifying non-urgent shipments based on network capacity, enabling us to capture overflow demand from sectors prioritizing cost efficiency over speed, such as bulk retail and industrial components. The program fills otherwise empty capacity with profitable freight while still supporting unique customer needs.

• Custom Critical Services:** Addresses the needs of customers with highly time-sensitive or high-value shipments. These shipments are delivered via “straight through” routing, with no intermediate stops, ensuring maximum speed and security.

• FedEx Freight Direct:** Provides multiple service tiers for residential and commercial deliveries with value-added options such as inside delivery and packaging removal.

• Retail Flex:** Provides delivery to large retailers with benefits that support consistent on-time, retailer-compliant deliveries.

Multi-Faceted Commercial Initiatives

We are executing on multi-faceted commercial initiatives to elevate our value proposition, strengthen go-to-market effectiveness, and enhance and simplify the customer experience. These include streamlining online tools, improving customer support channels, reducing cargo claims, and offering more flexible service options to enhance the customer experience. In connection with the Spin-Off, we rapidly scaled a dedicated LTL sales organization, attracting top industry talent that is focused on providing a leading customer value proposition supported through a superior delivery experience and data-driven, personalized service.

In addition to pursuing growth across the full customer base, we are focused on incremental growth from several verticals and end markets such as: small and medium sized businesses (“SMBs”), healthcare, grocery, and data centers and energy. We have undertaken numerous related commercial initiatives, including scaling field sales for SMB growth; grocery channel expansion through preferred carrier status; and healthcare product solutions leveraging FedEx Custom Critical.

-3-

Proprietary and Digitally Enabled Technology Platform

We leverage technology extensively to enhance our operational efficiency, improve customer service, and differentiate the Company. A key aspect of this is the integration of advanced technology solutions, such as LTL Select, across our network. This platform provides customers with streamlined online experiences for managing their LTL shipments. This includes functionalities such as:

• Online Quoting: Instant rate quotes based on shipment details (weight, dimensions, destination).

• Shipment Booking: Easy online booking and scheduling of pickups.

• Tracking and Visibility: Real-time tracking of shipments from origin to destination, providing transparency and control.

• Reporting and Analytics: Access to data and reports on shipping activity, enabling customers to optimize their supply chain.

Beyond customer-facing and commercial tools, we employ a range of technologies to optimize our internal operations. We are systematically improving our visibility to movements on the dock through proprietary dock software and real-time tracking systems that reduce handling errors and improve throughput. Other initiatives include:

• Route Optimization: Utilizing sophisticated algorithms to plan the most efficient routes for trucks and minimize fuel consumption and transit times.

• Load Planning: Optimizing how freight is loaded onto trailers to maximize space utilization and minimize damage.

• Electronic Logging Devices: Promoting compliance with regulations regarding driver hours of service and improving safety.

• Radio-Frequency Identification (“RFID”) Tracking: Allowing for real-time analytics and improved network visibility.

We also utilize data analytics and AI to improve decision-making:

• Demand Forecasting: Predicting future demand to optimize resource allocation and capacity planning.

• Risk Management: Identifying and mitigating potential risks to the supply chain, such as weather delays or traffic congestion.

Trademarks and Other Intellectual Property

Generally, our products and services are marketed under trademarks that are owned by Federal Express Corporation, a wholly owned subsidiary of FedEx (“Federal Express”). Federal Express owns numerous trademarks and other intellectual property rights relating to the “FedEx” name and brand, including “FedEx Freight.” Federal Express licenses the use of certain trademarks to support its business and takes active measures to enforce its intellectual property rights where appropriate. The FedEx and FedEx Freight trademarks are important to our business.

In connection with the Spin-Off, we entered into a Trademark License Agreement with Federal Express (the “Trademark License Agreement”) that provides us with a license to continue to use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name and mark.

Also, in connection with the Spin-Off, on May 31, 2026, we entered into an Intellectual Property Cross-License Agreement with FedEx, Federal Express, and FedEx Dataworks, Inc., a wholly owned subsidiary of FedEx (“FedEx Dataworks”) (the “Intellectual Property Cross-License Agreement”) pursuant to which FedEx Freight and each of FedEx, Federal Express, and FedEx Dataworks have granted and received licenses to and from each other in respect of certain patents, know-how, and copyrights. See Item 1A. “Risk Factors” and Item 13. “Certain Relationships and Related Transactions, and Director Independence” for additional information on the Trademark License Agreement and the Intellectual Property Cross-License Agreement.

Customers and End-Markets

We provide services to approximately 108,000 active customers across a broad range of sizes, end-markets, and geographies. In 2026, our top five and top 25 customers accounted for just 9% and 21% of our revenue, respectively. Our largest customer accounted for approximately 4% of our revenue in 2026.

We are a long-term, critical supply chain partner to a diverse customer base including large, market-leading national players in addition to regional companies and/or SMBs. A large number of our customers operate in sectors that we believe are poised for long-term structural growth, such as e-commerce, advanced manufacturing, and healthcare logistics. Additionally, we believe that our relationship with our customers through a dedicated LTL salesforce allows us to truly understand our customers’ challenges to provide tailored and effective solutions. Our cross-border capabilities in Canada and Mexico, along with partnerships for less-than-container load shipments in Europe and Asia, support efficient international logistics.

Competition

Despite several strategic combinations in our industry in recent years, shippers continue to have a wide range of options for their LTL freight. The strength and size of our network enable us to deliver high-quality service, speed, geographic coverage, responsiveness, and flexibility.

-4-

Our competitors include local, regional, and national LTL carriers, as well as a range of other transportation and logistics providers. We compete with publicly listed, national-scale LTL carriers, along with numerous smaller-scale national and regional carriers. In addition, we face competition from truckload carriers, small package carriers, private fleets, final mile and expedited delivery providers, railroads, air freight carriers, third-party logistics providers, and emerging digital freight platforms. Some of these competitors have larger customer bases, greater resources, or longer operating histories in certain markets than we do. We believe our size and scale strategically positions us in our industry.

We believe that our extensive national network, integrated service offerings, advanced technology solutions, and commitment to operational excellence differentiate us in the marketplace. Additionally, we believe we are well positioned to benefit from key industry trends, including the continued growth of e-commerce, increased demand for reliable outsourcing partners, and the rapid adoption of digital solutions by shippers and carriers. We also believe that our ongoing investments in technology, network capacity, and service innovation will enable us to meet the changing needs of our customers and compete effectively in a dynamic industry environment.

See Item 1A. “Risk Factors” for additional information.

Seasonality

Our business is cyclical in nature, as seasonal fluctuations affect volumes, revenues, and earnings. Historically, spring and fall are the busier periods, and the latter part of December through February is the slowest period. Shipment levels, operating costs, earnings, and cash flow can also be affected by timing of merit-based compensation increases, our annual general rate increase, and severe weather.

Human Resources

Our people are at the heart of our success and are the foundation of our strong reputation. As of June 1, 2026, we had approximately 40,000 employees, and our exceptional network shapes our identity, reputation, and the type of business we strive to be. Ultimately, our success depends on the talent, dedication, and well-being of our people — our greatest asset. As we continue to grow, we remain dedicated to continuously recruiting, retaining, nurturing, and providing unwavering support to our team members and making FedEx Freight an inclusive and growth-focused workplace. We also conduct periodic audits of our labor practices to assess compliance with regulatory requirements. We have established the Human Resources and Compensation Committee (the “HRCC”) of our Board of Directors (the “Board”), which reviews and discusses with management our key human resource management strategies and programs.

Our approach to managing our front-line workforce is critical to FedEx Freight’s success. Many of our drivers begin their careers working on the dock and are trained as drivers through an internal commercial driver’s license training program. We believe this approach fosters loyalty, and we have maintained a driver turnover rate average of approximately 10% over the last three fiscal years. Further, these drivers are cross-trained to support dock operations, enabling dynamic staffing that enhances flexibility and utilization. This approach drives efficiency and on-time shipments and reduces idle time, reinforcing a culture centered on speed, service, and reliability.

We are also committed to employee retention and emphasize a culture of promotion from within, which provides employees with clear career paths and opportunities for advancement, fostering a sense of loyalty and long-term commitment. FedEx Freight offers extensive training programs and leadership development initiatives to enable employees to advance within the organization. Job-specific learning opportunities include our Driver Development program, which provides hands-on experience for team members to become professional tractor-trailer drivers, and over 500 drivers were employed from this program in 2026.

We provide competitive compensation and benefits packages, which often include health insurance and retirement plans. In addition to financial incentives, we recognize and reward employees for their contributions to motivate them to continue performing at a high level. This recognition can take many forms, including performance-based bonuses, awards, and public acknowledgment of achievements.

Finally, FedEx Freight invests in creating a positive and supportive work environment. This includes promoting open communication, encouraging teamwork, and providing employees with the resources they need to succeed. We also prioritize employee safety and well-being, implementing comprehensive safety programs and providing access to wellness resources in alignment with our commitment to “Safety Above All.” We recently conducted an employee engagement survey with 85% participation to understand our key cultural drivers, strengths, and opportunities. We believe these combined efforts demonstrate FedEx Freight’s commitment to its employees and contribute to our leading position in employee retention within the freight industry.

Corporate Responsibility

At FedEx Freight, we understand that integrating corporate responsibility principles into our strategic focus is essential. These principles are woven into every component of our culture — from efficient resource management to connected support for all our team members to the highest standards of business conduct. We have cultivated a robust and adaptable network designed to minimize operational disruptions, uphold customer trust, and fortify business resilience for ourselves and our clients.

We have integrated evaluation of climate-related physical and transition risk into our enterprise risk management process by leveraging our extensive expertise in proactively navigating complex situations, such as severe weather events. Based on the risks identified, specific contingency plans and strategies are formulated to minimize potential adverse effects on our business.

As we move forward as an independent entity following the Spin-Off, we will define sustainability goals tailored to our unique North American operational footprint. We plan to publish a corporate responsibility report in calendar year 2027.

-5-

Fleet Efficiency

We rely heavily on fuel for our day-to-day operations. To reduce our environmental impact, we have adopted fuel-saving measures within our fleet, including fleet replacement and adherence to strict tailpipe emissions standards across jurisdictions, in alignment with U.S. Environmental Protection Agency (“EPA”) and California regulations. We are an industry leader in intermodal transportation utilization, which generally has a significantly lower emissions impact compared to traffic over the road.

Efficiency is central to our business model and the foundation of our sustainability efforts today. Our core strength lies in reducing empty miles and optimizing routes — actions that directly lower fuel consumption and greenhouse gas (“GHG”) emissions. By maximizing trailer utilization and continuously refining our network, we improve both environmental impact and operational performance. While the technologies and infrastructure needed to shift heavy goods vehicles are still developing, we are dedicated to piloting alternative fuels and solutions that can help achieve more immediate reductions in emissions.

Regulation

U.S. Transport

Our operations in interstate commerce are primarily regulated by the U.S. Department of Transportation (“DOT”) and the Federal Motor Carrier Safety Administration (“FMCSA”), which retain limited oversight authority over motor carriers. Federal legislation preempts regulation by the states of rates, routes, and services in interstate freight transportation. Like other interstate motor carriers, our operations are subject to certain DOT safety requirements governing interstate operations. In addition, federal and state regulatory bodies have broad powers relating to vehicle weight and dimensions, authorized motor carrier operations, motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, port security, and transportation of hazardous materials and other types of shipments. We are subject to the costs and potential adverse impact of compliance associated with the FMCSA’s Electronic Logging Device (“ELD”) regulations and guidance, including the operation of our fleet and safety management systems on the ELD hardware and software platform. For example, the FMCSA imposes stringent rules regarding driver hours of service and break time. We employ electronic logging to keep track of our drivers’ driving time to better monitor safety and adherence to these rules. In addition, certain shipments may subject us to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration (“TSA”) and U.S. Customs and Border Protection (“CBP”).

International Transport

We operate in the United States, Canada, and Mexico. We offer service to and from Puerto Rico and to the U.S. Virgin Islands via alliances. The DOT regulates international routes and practices. The right of a U.S. carrier to serve foreign points is subject to the DOT’s approval and generally requires a bilateral agreement between the United States and the foreign government. In addition, the carrier must then be granted the permission of such foreign government to provide specific services.

Our customs clearance activities are subject to regulation by CBP and other partner government agencies, like the Food and Drug Administration, that regulate the importation and exportation of specific products. Our operations outside the United States are subject to similar regulation by the regulatory authorities of the applicable foreign jurisdictions, such as the Canada Border Services Agency. For example, in Canada, carriers must obtain licenses issued by provincial transport boards in order to carry goods inter-provincially or to transport goods within any province.

Environmental

We are subject to various federal, state, local, and international environmental laws and regulations that focus on, among other things, the generation, management, and disposal of hazardous waste, materials, and substances. Various laws and regulations also dictate the management of hazardous materials and substances stored, present, or impacting our properties and vehicles, including as related to fuel storage tanks, transportation of certain materials, and activities impacting storm water discharge.

Significant U.S. and international legislative and regulatory efforts limit GHG emissions, including our vehicle engine emissions. Increasingly, state and local governments are also considering GHG regulatory requirements related to energy usage in facilities and for vehicles and other equipment. Compliance with GHG regulations and the associated potential cost is complicated by the fact that various states, countries, and regions are following different approaches to the regulation of climate change. For example, California has historically set its own vehicle emissions standards via EPA Clean Air Act preemption waivers; however, these waivers have been recently curtailed leaving businesses with questions on enforceability.

Other Regulations

As a transportation and logistics provider, we are subject to a variety of other U.S. and foreign laws and regulations relating to matters including, but not limited to, data protection and AI, bribery and corruption, and trade compliance. Violations or non-compliance could result in significant fines or other penalties and/or negatively impact our reputation, business, or results of operations. See Item 1A. “Risk Factors” for additional information.

Available Information

We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, amendments to those reports, proxy and information statements, and other information electronically with the SEC. All of our reports and financial information filed with, or furnished to, the SEC can be obtained, free of charge, on our website at ir.fedexfreight.com or through the SEC’s website

-6-

located at www.sec.gov as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC. We also maintain a section on our website as a disclosure channel for providing broad, non-exclusionary distribution of information regarding FedEx Freight to the public, and as one means of disclosing non-public information in compliance with our disclosure obligations under Regulation FD. The information contained on our website, however, is not incorporated by reference in, and does not form a part of, this Annual Report.

In addition to the information set forth in other sections of this Annual Report, including, but not limited to, Item 1. “Business**,” Item 1C. “Cybersecurity**,” Item 3. “Legal Proceedings**,” and Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition**,” you should carefully consider the following factors, which could materially adversely affect our business, results of operations, financial condition, and the price of our common stock. Additional risks not currently known to us or that we currently deem to be immaterial or general risks that apply to all companies operating in North America also may materially adversely affect our business, results of operations, financial condition, and the price of our common stock. Although the risks below are organized by headings and each risk is discussed separately, many are interrelated.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including, but not limited to:

Risks Relating to Our Business and Industry

• macroeconomic conditions, including inflation, interest rates, supply chain disruptions, geopolitical conflicts, and changes in trade policies (including tariffs);

• customer demand for goods, and shifts in production, inventory, and distribution patterns;

• fuel prices and supply disruptions, together with limitations on our ability to recover such costs through fuel surcharges;

• failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences;

• adverse publicity relating to our or FedEx’s activities and the FedEx brand generally;

• the cost and availability of insurance;

*•*our ability to meet our medium-term financial performance targets;

• the high degree of competition in our industry;

• extensive and evolving transportation, environmental, safety, labor, tax, data privacy, and other regulations;

• legal proceedings and claims, litigation, governmental inquiries, notices, and investigations;

*•*labor market conditions, including availability and cost of drivers and other personnel, workforce relations, and potential unionization or labor disruptions;

• our ability to adapt to and implement new and emerging technologies, including AI;

• data breaches or other disruptions to our technology infrastructure;

• global climate change, environmental regulation, and sustainability expectations, including increased costs, regulatory uncertainty, and potential litigation or reputational harm; and

• severe weather events, natural disasters, public health crises, and other disruptions (including terrorism).

Risks Relating to the Spin-Off

• significant tax liabilities that could result from the Spin-Off or related transactions failing to qualify as tax-free for U.S. federal income tax purposes;

• certain restrictions resulting from the Spin-Off on our operations and strategy; and

• our ability to achieve some or all of the anticipated benefits of the Spin-Off.

Risks Relating to Our Common Stock

• the potential for substantial sales of our common stock following the Spin-Off; and

• the impact of certain anti-takeover provisions in our organizational documents and under Delaware law.

-7-

General Risk Factors

• constraints, volatility, or disruption in global capital and credit markets;

*•*our inability to operate any acquired businesses; and

*•*the effects of a widespread outbreak of an illness or any other communicable disease or public health crisis.

Risks Relating to Our Business and Industry

Risks Relating to Macroeconomic and Geopolitical Conditions

We are directly affected by the state of the global economy and geopolitical developments, which has affected the demand for our services and could materially adversely affect our business.

While our operations are limited to North America, we are indirectly impacted by broader macroeconomic and international trade policies and risks. The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of global trade growth — key macroeconomic measurements influenced by, among other things, inflation and deflation, international trade policies and relations (including tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions or threats of such actions), supply chain disruptions, interest rates, currency exchange rates, labor costs and unemployment levels, fuel and energy prices, inventory levels, spending patterns (including shifts from goods to services and vice versa), disposable income, debt levels, credit availability, public health crises, political uncertainty, geopolitical tensions or conflicts, and changes to social conditions and regulations. When individuals and companies purchase and produce fewer goods, we transport fewer shipments, and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we transport shipments shorter distances, which adversely affects our revenue per shipment and results of operations. Certain manufacturers and retailers are also making investments to produce and store goods in closer proximity to supply chains and consumers.

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to continued weakened business conditions for the transportation industry leading to lower shipment volumes. Additionally, changes in U.S. and international trade policy have in the past and could in the future lead to further weakened business conditions for the transportation industry. We also have experienced, and may continue to experience, a decline in demand for our transportation services as inflation and elevated interest rates negatively affect consumer and business spending. We expect inflation and elevated interest rates to continue to negatively affect our results of operations for the remainder of calendar year 2026.

Additional changes in international relations and trade policies, including with respect to tariffs, could significantly reduce the volume of goods transported and increase our costs, which could materially adversely affect our results of operations and financial condition.

The U.S. government has taken certain actions that have negatively affected U.S. trade, including imposing and threatening to impose tariffs on many goods imported into the United States (including certain goods from Canada and Mexico). Additionally, many foreign governments (including Canada and Mexico) have imposed, and others have threatened to impose, tariffs on certain goods exported from the United States. These actions have contributed to weakness in the global economy and in the transportation industry which has led to lower shipments, adversely affecting our results of operations. These conditions may continue in the future. Increased tariffs may lead to lower levels of trade or heightened political tension. Additional changes to global trade policies could lead to increased tariffs, export controls, quotas, embargoes, or sanctions, which may lead to increased prices or trade limitations for transported goods, potentially reducing customer demand for our services.

In addition, negotiations among the United States,

Showing the first 8K of 80K characters. Open the full section

None.

Our ability to attract and retain customers, efficiently operate our businesses, and compete effectively increasingly depends in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

Cybersecurity Risk Management and Strategy

FedEx Freight has an information technology (“IT”) risk management process designed to identify and manage risk within its IT environment, including cybersecurity. The IT risk management process is based on an established framework for identification, measurement, and monitoring of cybersecurity and other risk areas and supplements our Enterprise Risk Management (“ERM”) process and framework. Our IT risk management, ERM, and compliance teams collaborate to regularly evaluate and manage cybersecurity-related risks using various tools and services. Leveraging components from multiple industry frameworks and best practices such as the International Organization for Standardization (“ISO”) 27001 and National Institute of Standards and Technology (“NIST”) standards, including the NIST Cybersecurity Framework, our cybersecurity program prioritizes governance, identification, protection, detection, response, and remediation measures.

As we move forward following the Spin-Off, we will regularly assess our cybersecurity program’s capabilities and tools to help us enhance reliability and evaluate our environment for vulnerabilities. Our IT risk management team, including our Vice President — Chief Information Security Officer (“CISO”), communicates with senior management on the cybersecurity risk posture of our IT assets and strives to ensure consistent risk remediation activities. In addition, our internal audit team monitors the effectiveness of our IT-related controls and performs reviews of our information security organization to help ensure controls are operating effectively and as designed.

Company-wide information security training (including with respect to cybersecurity), supplemented by awareness programs, is crucial for risk reduction and safeguarding customer, employee, and Company information. We provide training to employees based on access to our network, risk, roles, policies, standards, and behaviors, which is updated to address emerging technology and security issues.

We will periodically engage with assessors, consultants, auditors, and other third parties to review and improve our cybersecurity program. In connection with the Spin-Off, we have also entered into the Transition Services Agreement and related agreements with FedEx under which FedEx provides, and we rely on FedEx for, certain IT and cybersecurity functions during the transition period. Compliance with regulatory requirements involves regular third-party assessments. Our processes are also designed to address cybersecurity risks associated with third-party service providers, including risk assessment and due diligence during selection and

-19-

oversight. Key third parties will undergo regular assessments to gauge cybersecurity control effectiveness, with heightened review of those with access to non-public data.

We will regularly conduct table-top simulation exercises to test our cybersecurity incident response processes with the aim of enhancing effectiveness against evolving threats. Our incident response procedures guide our preparedness, detection, response, and recovery actions.

While we have significant security processes and initiatives in place, we may be unable to detect or prevent a breach or disruption in the future. For more information about cybersecurity-related risks, please see Item 1A. “Risk Factors” of this Annual Report.

Since the Spin-Off and as of the date of this Annual Report, we have not identified any risks from cybersecurity threats or become aware of any cybersecurity incidents, including any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Cybersecurity Governance

The Board has delegated to its Risk Oversight Committee (the “ROC”) responsibility for overseeing the Company’s cyber and technology-related risks, including network security, information and digital security, data privacy and protection, and risks related to emerging technologies such as AI and machine learning; the technologies, policies, processes, and practices for managing and mitigating such risks; and the Company’s cyber incident response and recovery plan. The ROC also oversees the cybersecurity, cyber-resiliency, and technology aspects of the Company’s business continuity and disaster recovery capabilities and contingency plans.

Following the Spin-Off, the ROC will receive regular updates from our CISO and other members of management on risks related to these matters. Specific topics may include updates to FedEx Freight’s cyber risks and threats, the status of existing or new strategies and associated projects intended to strengthen FedEx Freight’s information security systems, assessments of FedEx Freight’s cybersecurity program, risks associated with third-party service providers, and the emerging threat landscape. The ROC also will receive regular updates on key metrics related to our cybersecurity-related risks. The results of the IT risk management process will also be presented at least annually to the ROC. Additionally, members of the ROC will participate in certain of the future simulation exercises conducted by management. The Chair of the ROC will brief the full Board on certain of these matters. Separately, through our ERM program, key enterprise risks, including with respect to cybersecurity, will be communicated to the Board and its Audit Committee (the “Audit Committee”) at least annually, and any significant changes to these risks will be reported to the Board and its Audit Committee.

Our CISO, who reports to the Executive Vice President — Chief Technology Officer, leads our information security team and has management responsibility for overseeing FedEx Freight’s cybersecurity program, including assessing and managing material risks from cybersecurity threats. Our CISO has more than 25 years of experience in information security, governance, risk management, compliance, and cybersecurity operations. Prior to his current role, he held leadership positions across the transportation, consulting, telecommunications, retail, and energy industries, where he was responsible for enterprise technology, security, and risk management functions. The CISO oversees an information security organization of more than 50 security, risk, and compliance professionals across FedEx Freight. The leadership team of our information security organization has extensive experience in IT and cybersecurity and possesses certifications in cybersecurity and related fields.

Our CISO oversees the execution of our comprehensive IT risk management program. In this capacity, the CISO receives periodic updates on FedEx Freight’s IT risk profile and is responsible for assessing the overall risk framework, evaluating risk prioritization efforts and associated risk mitigation activities, as well as monitoring the evolving risk landscape and posture. FedEx Freight is in the process of formalizing an IT Risk Management Committee, which is expected to be established by the end of the year to further enhance governance and oversight.

Our Executive Leadership Team, of which our Executive Vice President — Chief Technology Officer is a member, oversees our business risk, with cybersecurity threat risks being a regular topic of discussion. Our cybersecurity incident response plan includes processes for communicating cybersecurity incidents to relevant levels of management, including the Executive Leadership Team, the ROC, and the full Board of Directors, as appropriate, and consideration of external reporting and disclosure requirements.

FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, with some administrative offices in Harrison, Arkansas. As of June 1, 2026, FedEx Freight operated nearly 30,000 motorized vehicles and over 365 locations (of which approximately 115 are owned and approximately 250 are leased), including approximately 355 shipping terminals (over 320 of which are in the United States) and approximately 10 linehaul relay sites, which are strategically located to provide service throughout North America. These facilities range in size from approximately 2,000 to 280,000 square feet of office and dock space.

FedEx Freight has focused on optimizing its network footprint while maintaining strong door count and improving lane efficiency. As of June 1, 2026, we remain the LTL industry leader with over 26,000 doors across our network. We believe this design allows us to operate at high capacity while maintaining the flexibility to accommodate new business, promoting service quality as customer needs evolve.

-20-

FedEx Freight and its subsidiaries are subject to legal proceedings and claims that arise in the ordinary course of business. See Note 13, Contingencies, of the accompanying consolidated financial statements, which is incorporated herein by reference, for additional information.

Not applicable.

-21-

PART II

FedEx Freight's common stock is listed on the NYSE under the symbol “FDXF.” A “when-issued” trading market for FedEx Freight’s common stock began on the NYSE on May 27, 2026, and “regular way” trading of FedEx Freight’s common stock began on June 1, 2026. Prior to May 27, 2026, there was no public market for FedEx Freight’s common stock. As of August 3, 2026, there were 13,580 holders of record of our common stock.

While FedEx Freight expects to begin paying a regular cash dividend in the foreseeable future, the timing, declaration, amount of, and payment of any dividends will be within the discretion of the Board and will depend upon many factors, including FedEx Freight’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of its debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by the Board. Moreover, if FedEx Freight determines to pay any dividend in the future, there can be no assurance that FedEx Freight will continue to pay such dividends or the amount of such dividends.

We did not sell any equity securities during fiscal year 2026 in offerings that were not registered under the Securities Act of 1933.

We did not purchase any shares of our common stock during the three months ended May 31, 2026.

-22-

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the consolidated financial statements and corresponding notes included elsewhere in this Annual Report. The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of FedEx Freight for the years ended May 31, 2026, and 2025. For additional information on the year ended May 31, 2024, and year-over-year comparisons to May 31, 2025, refer to “Management's Discussion and Analysis of Results of Operations and Financial Condition” in our final information statement dated May 13, 2026, attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on May 13, 2026. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Annual Report. See Item 1A. “Risk Factors” and “Forward-Looking Statements**” for a discussion of the uncertainties, risks, and assumptions associated with these statements.

The following tables are presented in millions of U.S. dollars unless otherwise stated except for per-share amounts, which are presented in U.S. dollars.

Except as otherwise specified, references to years indicate our fiscal year ended May 31, 2026, or ended May 31 of the year referenced. The “Company,” “FedEx Freight,” “we,” “us,” and “our” refer to FedEx Freight Holding Company, Inc. and its direct and indirect subsidiaries after giving effect to the reorganization completed on May 29, 2026 in preparation for the Spin-Off or, when referencing the time period prior to the reorganization, FedEx Freight, Inc.

Description of Business

FedEx Freight is a leading North American provider of LTL freight transportation services. We offer a range of services designed to meet the diverse needs of LTL shippers including time-critical transportation needs leveraging our advanced tracking capabilities and a comprehensive network of service centers and hubs that facilitate efficient delivery and pickup. FedEx Freight’s service offerings include priority services when speed is critical and economy services when time can be traded for savings. FedEx Freight is our sole reportable segment.

FedEx Freight, Inc. was created through several acquisitions by FedEx Corporation (“FedEx”), including Viking Freight, Inc. in January 1998, American Freightways, Inc. in February 2001, and Watkins Motor Lines in May 2006. In April 2002, American Freightways, Inc. was renamed FedEx Freight East, Inc. and Viking Freight, Inc. was renamed FedEx Freight West, Inc. In May 2006, the Watkins Motor Lines business was renamed FedEx National LTL, Inc. In December 2008, FedEx Freight East, Inc. and FedEx Freight West, Inc. merged and became FedEx Freight, Inc., which was wholly owned by FedEx Freight Corporation. In January 2011, FedEx National LTL, Inc. merged into FedEx Freight, Inc. On June 1, 2024, FedEx Freight Corporation merged into FedEx Freight, Inc., and ownership of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) was transferred from another FedEx subsidiary to FedEx Freight, Inc. On September 1, 2024, FedEx Freight Canada Holding Company, Inc., formerly a subsidiary of FedEx Freight Corporation, merged into FedEx Freight, Inc. and its subsidiary, FedEx Freight Canada Corp. (“FedEx Freight Canada”), became a subsidiary of FedEx Freight, Inc.

On July 14, 2025, FedEx Freight Holding Company, Inc. was incorporated to serve as the ultimate parent company of FedEx Freight, Inc. in connection with the planned Spin-Off. Subsequently, on February 11, 2026, FDXF Holding Corporation was formed as an intermediate holding company to become a direct subsidiary of FedEx Freight Holding Company, Inc. On May 29, 2026, ownership of FedEx Freight, Inc. and its subsidiaries was transferred from another FedEx subsidiary to FDXF Holding Corporation. Immediately thereafter, ownership of FDXF Holding Corporation and its subsidiaries was transferred to FedEx Freight Holding Company, Inc.

The consolidated financial statements include the consolidated results of operations, financial position, and cash flows of FedEx Freight Holding Company, Inc. and its subsidiaries for all periods presented since the reorganizations were transactions under common control. See “Summary of Results” below and Item 1. “Business” elsewhere in this Annual Report for additional information.

The key indicators necessary to understand our operating results include:

• the overall customer demand for our various services based on macroeconomic factors and the North American and global economies;

• the volumes of transportation services provided through our network, primarily measured by our average daily shipments and shipment weight and size;

• the mix of services purchased by our customers;

• the prices we obtain for our services, primarily measured by yield (revenue per shipment or hundredweight);

• our ability to manage our cost structure (capital expenditures and operating expenses) to match shifting volume levels; and

• the timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges.

In analyzing the components of our revenue, we monitor changes and trends in our LTL volumes and LTL revenue per hundredweight. While LTL revenue per hundredweight is a yield measurement, it is also a commonly used indicator for general pricing trends in the LTL

-23-

industry. This yield metric is not a true measure of price, however, as it can be influenced by many other factors, such as changes in fuel surcharges and weight per shipment. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates. LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:

• Revenue Per Hundredweight — Our LTL transportation services are generally priced based on weight, commodity, and distance. This measurement reflects the application of our pricing policies to the services we provide, which are influenced by competitive market conditions and our growth objectives. Generally, freight is rated by a class system, which is established by the National Motor Freight Traffic Association (“NMFTA”). Light, bulky freight typically has a higher class and is priced higher than dense, heavy freight. Fuel surcharges, accessorial charges, and revenue adjustments reflected in the “Revenue” line item in the accompanying consolidated statements of income are included in this measurement.

• Weight Per Shipment — Fluctuations in weight per shipment can indicate changes in the mix of freight we receive from our customers, as well as changes in the number of units included in a shipment. Generally, increases in weight per shipment indicate higher demand for our customers’ products and overall increased economic activity. Changes in weight per shipment can also be influenced by shifts between LTL and other modes of transportation, such as truckload and intermodal, in response to capacity, service, and pricing conditions. Fluctuations in weight per shipment generally have an inverse effect on our revenue per hundredweight, as a decrease in weight per shipment will typically cause an increase in revenue per hundredweight.

• Revenue Per Shipment — This measurement is primarily determined by the two metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue.

Transition to Stand-Alone Company

FedEx Freight Holding Company, Inc. was incorporated in Delaware on July 14, 2025, for the purpose of receiving, pursuant to a reorganization, all of the outstanding equity interests of FedEx Freight, Inc. On June 1, 2026, FedEx distributed shares representing approximately 80.1% of FedEx Freight Holding Company, Inc.'s outstanding common stock to holders of record of FedEx's common stock as of the close of business on May 15, 2026 (the "Distribution"), in a Spin-Off that was tax-free for U.S. federal income tax purposes. Following the Distribution, FedEx Freight became an independent, publicly traded company. For additional information, see Note 1, Description of Business and Basis of Presentation, and Note 14, Subsequent Events, of the accompanying consolidated financial statements.

Effective for the period beginning June 1, 2026, the Company's fiscal year-end has changed from May 31 to December 31.

Relationship with FedEx

As a wholly owned subsidiary of FedEx prior to the Spin-Off, we relied on FedEx to manage certain of our operations and provide certain services, the costs of which were either allocated or directly billed to us. Historical costs for such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company. In connection with the Spin-Off, we entered into the Separation and Distribution Agreement and certain other agreements with FedEx, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Cross-License Agreement, the Trademark License Agreement, and the Stockholder and Registration Rights Agreement, as described in Item 13. “Certain Relationships and Related Transactions, and Director Independence,” which provides a framework for our relationship with FedEx after the separation. We will utilize certain FedEx services for a transitional period following the Spin-Off, but generally not longer than 24 months after the Spin-Off before we replace these services over time with services supplied either internally or by third parties. The costs for the services we receive from FedEx initially, and then internally or from third parties, may vary from the historical costs directly billed and allocated to us for the same services. Addressing the needs that arise from becoming a stand-alone company will require significant resources, including time and attention from our senior management and others throughout the Company. We will continue to monitor potential separation dis-synergies and we have incurred, and anticipate we will further incur, certain one-time costs associated with creating our own capabilities to manage operations and provide certain services we previously received as part of FedEx.

Stand-Alone Company Expenses

As a result of the Spin-Off, we have become subject to federal and state securities law and stock exchange requirements and have begun to establish additional procedures and practices as a stand-alone public company. As a result, subsequent to the Spin-Off, we have started to and will continue to incur additional expenditures consisting primarily of employee-related costs, costs to establish certain stand-alone functions and information technology systems, and other transaction-related costs. Additionally, we will continue to incur incremental costs that arise from becoming a stand-alone public company, including costs related to external reporting, internal audit, treasury, investor relations, board of directors and officers, and stock administration, as well as costs from expanding the services of existing functions, such as information technology, finance, human resources, legal, tax, facilities, branding, security, government relations, community outreach, and insurance. In line with our long-term cost strategy, we will continue to look for operational cost improvement opportunities as a stand-alone company by utilizing our lean culture and innovative technologies to drive lower costs and increased productivity levels across our business and corporate functions.

Results of Operations

Many of our operating expenses are directly affected by revenue and volume levels, and we expect these operating expenses to fluctuate on a year-over-year basis consistent with changes in revenue and volumes. Therefore, the discussion of operating expense

-24-

below focuses on the key drivers and trends affecting expenses other than those factors strictly related to changes in revenue and volumes. The line item “Other operating expenses” includes shared services and general corporate costs, finance charges for factored trade receivables, self-insurance claims, and costs associated with professional fees and outside service contracts (such as information technology services, facility services, temporary labor, and security).

Seasonality

Our business is cyclical in nature, as seasonal fluctuations affect volumes, revenues, and earnings. The spring and fall are the busiest periods, while the latter part of December through February is the slowest period. Shipment levels, operating costs, earnings, and cash flow can also be affected by timing of merit-based compensation increases, our annual general rate increase, and severe weather.

Trends Affecting our Business

The following trends significantly affect the indicators discussed above, as well as our business and operating results. See the risk factors identified under Item 1A. “Risk Factors” for more information.

The FedEx Board oversaw and monitored the risks related to FedEx Freight prior to the Spin-Off. Our Board has assumed oversight of these risks upon completion of the Spin-Off and, with management and through our Risk Oversight Committee, will continue to assess whether developments related to these risks have had, or are reasonably likely to have, a material impact on the Company.

Macroeconomic Conditions

While our operations are limited to the United States, Canada, and Mexico, we are indirectly impacted by, and particularly vulnerable to, broader macroeconomic activity. The transportation industry is highly cyclical and especially susceptible to trends in economic activity. Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of global trade growth. The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to continued weakened business conditions for the transportation industry leading to lower shipment volumes. Additionally, changes in U.S. and international trade policy have in the past, and could in the future, lead to further weakened business conditions for the transportation industry. We also have experienced, and may continue to experience, a decline in demand for our transportation services as inflation and elevated interest rates are negatively affecting consumer and business spending. We expect inflation and elevated interest rates to continue to negatively affect our results for the remainder of calendar year 2026.

Based on the current trends, we expect the softness in the industrial economy to continue to put pressure on demand for LTL services for the remainder of calendar year 2026. In addition, we expect to continue to experience elevated expense levels in support of our separation from FedEx. We will continue to execute our revenue quality strategy and focus on cost management to align expenses to lower demand levels.

The uncertainty of slowing North American and global economies, global inflation, geopolitical challenges, and the effects these factors will have on the rate of growth of North American and global trade, supply chains, fuel prices, and our business in particular, make any expectations for the remainder of calendar year 2026 inherently less certain. See Item 1A. “Risk Factors,” “Forward-Looking Statements,” and “— Critical Accounting Estimates” for a discussion of these and other potential risks and uncertainties that could materially affect our future performance.

Global Trade Policies

The United States government has taken certain actions that have negatively affected U.S. trade, including imposing and threatening to impose tariffs on many goods imported into the United States (including certain goods from Canada and Mexico). Additionally, many foreign governments (including Canada and Mexico) have imposed, and others have threatened to impose, tariffs on certain goods exported from the United States. These actions have contributed to weakness in the global economy and in the transportation industry, which has led to lower shipments, adversely affecting our results of operations.

These or additional changes in U.S. or international trade policy could lead to further weakened business conditions for the transportation industry.

Fuel

We apply fuel surcharges on our services, most of which are adjusted on a weekly basis. The fuel surcharge is based on a weekly fuel price from ten days prior to the week in which it is assessed. We routinely review our fuel surcharges and periodically update the tables used to determine our fuel surcharges.

While fluctuations in fuel surcharge percentages can be significant from period to period, fuel surcharges represent one of the many individual components of our pricing structure that impact our overall revenue and yield. Additional components include the mix of services sold, the base price, extra service charges, and the level of discounts offered.

In addition to variability in usage and market prices, the manner in which we purchase fuel (whether through retail or bulk suppliers) also influences our results. We must purchase large quantities of fuel to operate our vehicles, and the price and availability of fuel are beyond our control and can be highly volatile. For example, recent disruptions to shipping have contributed to a significant increase in fuel prices, and global volatility in fuel prices may persist due to ongoing regional and global tensions and conflicts in the Middle East and elsewhere. In addition, our purchased transportation expense is affected by fuel costs.

-25-

Because of the factors described above, our operating results may be affected should the market price of fuel suddenly change by a significant amount or change by amounts that do not result in an adjustment in our fuel surcharges, which can significantly affect our earnings either positively or negatively in the short-term. During 2026, higher fuel prices positively affected yields through increased fuel surcharges and negatively affected fuel expenses.

To date, we have been mostly successful in mitigating over time the expense effect of higher fuel costs through our indexed fuel surcharges, as the amount of the surcharges is closely linked to the market prices for fuel. If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could materially and adversely affect our operating results. For more information, see Item 1A. “Risk Factors.”

Summary of Results

The following table compares summary operating results (dollars in millions, except per share amounts):

Overview

Operating income in 2026 was negatively affected by higher costs related to the Spin-Off — including increased salaries and employee benefits, outside service contracts and professional fees — as well as by reduced demand, partially offset by increased yield.

We incurred costs related to the Spin-Off of $492 million in 2026. These costs consisted of fees for professional services, as well as employee incentive plan amounts, all of which are included in the "Separation and other costs" line item in the accompanying consolidated statements of income. All separation costs in 2025 were recognized by FedEx and, therefore, we did not incur any Spin-Off costs in 2025.

-26-

The following table compares revenue, operating expenses, operating income, operating margin, selected statistics, and operating expenses as a percent of revenue (dollars in millions):

Revenue

Revenue decreased 1% in 2026 primarily due to lower volume resulting from macroeconomic conditions, partially offset by higher fuel surcharges and base yield improvement.

Average daily shipments decreased 4% in 2026 due to reduced demand for our services, primarily resulting from macroeconomic conditions, including continued weak industrial production, global trade policy uncertainty, and excess capacity in the LTL industry. Revenue per shipment increased 4% in 2026 primarily driven by higher fuel surcharges and weight per shipment.

Operating Income

Operating income decreased 62% in 2026 primarily due to higher costs related to the Spin-Off, including higher salaries and employee benefits expense, outside service contracts and professional fees, as well as reduced demand. These impacts were partially offset by increased revenue per shipment driven by higher fuel surcharges and weight per shipment.

Fuel expense increased 6% in 2026 primarily due to higher diesel fuel price-per-gallon, partially offset by lower mileage and higher miles-per-gallon. Salaries and employee benefits increased 3% in 2026 largely reflecting Spin-Off-related personnel activity, including the transfer to us of over 1,500 employees from FedEx, as well as higher wage rates, partially offset by lower volume. Other operating expenses increased 10% in 2026 due to increased outside service contracts related to the Spin-Off, including incremental software license costs and other technology-related activities, and higher bad debt expense due to the termination of our participation in the factoring agreement with FedEx. For additional information regarding our prior factoring agreement with FedEx, see “— Financial

-27-

Condition — Liquidity Outlook,” and Note 2, Summary of Significant Accounting Policies and Note 10, Related Party Transactions, of the accompanying consolidated financial statements.

Separation and other costs of $492 million in 2026 are primarily related to legal, consulting, and advisory fees for professional services and an employee incentive plan associated with the Spin-Off. FedEx Freight did not incur any costs associated with the Spin-Off in 2025.

Income Taxes

Our effective tax rates were 25.9% and 25.3% for 2026 and 2025, respectively, and varied from the statutory tax rate due to a jurisdictional mix of earnings, revisions of prior-year tax estimates for actual tax return results, and tax credits.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Certain provisions within the OBBBA are interdependent and have implications for both the effective tax rate and cash taxes. The provisions within the OBBBA did not have a material impact to the Company’s overall effective tax rate. Cash taxes were not materially impacted as the consolidated financial statements reflect cash taxes paid where the Company does not file a consolidated tax return with FedEx.

The foreign countries in which FedEx Freight operates have adopted the Organization for Economic Cooperation and Development’s global framework implementing a 15% corporate minimum tax, commonly referred to as Pillar Two. Based on currently issued guidance, FedEx Freight qualifies for the Transitional Country by Country Safe Harbor based on the simplified effective tax rate test, thus our financial results were not impacted by Pillar Two.

For more information on income taxes, see “— Critical Accounting Estimates” and Note 8, Income Taxes, of the accompanying consolidated financial statements.

Recent Accounting Guidance

See Note 3, Recent Accounting Guidance, of the accompanying consolidated financial statements for a discussion of recent accounting guidance.

Financial Condition

Liquidity

Cash totaled $251 million as of May 31, 2026, compared to $109 million as of May 31, 2025. The following table provides a summary of our cash flows (in millions):

Cash Provided by Operating Activities. Cash flows from operating activities decreased $1.4 billion in 2026 primarily due to lower net income and working capital changes, driven by an increase in accounts receivable related to approximately $1.0 billion of reacquired outstanding U.S. trade receivables, partially offset by a decrease in intercompany amounts due to Parent. Both the reacquired receivables and decrease in intercompany amounts were related to the termination of the Company's factoring agreement with FedEx

-28-

in preparation for the Spin-off. For additional information regarding our prior factoring agreement with FedEx, see Note 2, Summary of Significant Accounting Policies, and Note 10, Related Party Transactions, of the accompanying consolidated financial statements.

Cash Used in Investing Activities. Capital expenditures were 13% lower in 2026 primarily due to decreased spending on vehicles and trailers and ground support and dock equipment, partially offset by increased spending on facilities and other and information technology.

See “— Capital Resources” for a more detailed discussion of capital expenditures during 2026.

Cash Provided by (Used in) Financing Activities. Cash provided by financing activities primarily reflects debt proceeds and net transfers to FedEx. In 2026, cash provided by financing activities increased $1.5 billion, driven by $4.3 billion in proceeds from our debt issuance, partially offset by a $2.8 billion increase in net transfers to FedEx. For additional information related to FedEx’s centralized cash management program see Note 1, Description of Business and Basis of Presentation, and Note 10, Related Party Transactions, to the accompanying consolidated financial statements.

Capital Resources

Our operations are capital intensive, characterized by significant investments in vehicles and trailers, facilities, ground support and dock equipment, and technology. The amount and timing of capital investments depend on various factors, including pre-existing contractual commitments, anticipated volume growth, economic conditions, new or enhanced services, geographical expansion of services, availability of satisfactory financing, and actions of regulatory authorities.

The following table compares capital expenditures by asset category (in millions):

Capital expenditures decreased $58 million in 2026 primarily due to decreased spending on vehicles and trailers and ground support and dock equipment, partially offset by increased investments in facilities and other and information technology. These changes in capital expenditures are a result of continuing to prioritize investments that support increasing efficiency and reducing our cost to serve.

Our capital expenditures for the remainder of calendar year 2026 are expected to range between $320 million and $340 million, funded by cash on hand and available liquidity. Our expected capital expenditures for the remainder of calendar year 2026 include investments in technology required for our exit from the Transition Services Agreement.

We will continue to evaluate our investments in critical long-term strategic projects to ensure our capital expenditures are expected to generate high returns on investment and are balanced with our outlook for North American and global economic conditions. For additional details on key capital projects in the remainder of calendar year 2026, refer to “— Financial Condition — Liquidity Outlook.”

Liquidity Outlook

We continually evaluate our liquidity requirements in light of our operating needs, growth initiatives, and capital resources. We believe our existing cash upon completion of the Spin-Off, cash flows generated from operations, availability under our revolving credit facility, and access to capital markets will provide adequate resources to fund our future cash flow needs. Following the Spin-Off, we are further evaluating our liquidity needs, capital structure, and sources of capital on a stand-alone basis.

In response to current business and economic conditions as referenced in the “— Results of Operations — Trends Affecting our Business,” we are continuing to actively manage and optimize our capital allocation in response to the slowdown in the economy, inflationary pressures, changing fuel prices, geopolitical conflicts, and uncertainty regarding international trade, including the impact of tariffs.

We have historically participated in FedEx’s centralized approach to cash management and financing of its domestic operations. We have historically generated, and expect to continue to generate, positive cash flow from operations. As a result of the Spin-Off, we no longer participate in FedEx cash pooling arrangements, and our cash is held and used solely for our own operations.

We historically factored certain of our U.S. trade receivables through FedEx on a non-recourse basis pursuant to a factoring agreement. We accounted for transfers under the factoring agreement as sales because we sold full title and ownership in the underlying receivables and control of the receivables was considered transferred. These receivables were not recognized on our Consolidated Balance Sheets in the accompanying consolidated financial statements. On November 30, 2025, the Company’s factoring agreement with FedEx was terminated in preparation for the Spin-Off. Additionally, on November 18, 2025, the Company entered into a True Sale and Assignment Agreement with FedEx, effective December 1, 2025, under which we reacquired all outstanding U.S. trade receivables

-29-

previously sold to FedEx under the Company's factoring arrangement described above. This transaction was structured as a true sale without recourse, resulting in the Company resuming ownership and collection of its outstanding receivable balances. As a result of this transaction, accounts receivable balances presented in the Consolidated Balance Sheets of the accompanying consolidated financial statements have materially increased as of May 31, 2026, compared to May 31, 2025. The Company's decision to reacquire all outstanding U.S. trade receivables previously sold to FedEx could result in a slower cash conversion cycle from sales to cash collection. There is no guarantee we, if desired to enter into a similar financing arrangement, will be able to enter into such an arrangement with a third party or be able to sell similar volumes of U.S. trade receivables compared to the amounts historically sold to FedEx. For additional information regarding our prior factoring agreement with FedEx, see Note 2, Summary of Significant Accounting Policies, and Note 10, Related Party Transactions, of the accompanying consolidated financial statements.

We have additional obligations as part of our ordinary course of business beyond those committed for capital expenditures, which include lease obligations. Refer to Note 6, Leases, of the accompanying consolidated financial statements for more information. In addition, we have certain tax positions that are further discussed in Note 8, Income Taxes, of the accompanying consolidated financial statements. We do not have any guarantees or other off-balance sheet financing arrangements that we believe could have a material impact on our financial condition or liquidity. Refer to Note 13, Contingencies, of the accompanying consolidated financial statements for discussion of guarantees of FedEx debt.

In contemplation of the Spin-Off, we incurred $4.3 billion of indebtedness, net of debt issuance costs and discounts of $36 million, consisting of $3.7 billion in senior notes and a $0.6 billion term loan under a delayed draw term loan facility, all of which is long-term. This indebtedness has an estimated weighted-average interest rate of 4.79%. The actual rates of interest may be different from those assumed. The terms of such indebtedness are described in Note 5, Long-Term Debt, of the accompanying consolidated financial statements. Upon completion of the Spin-Off on June 1, 2026, FedEx was automatically released from its guarantee of these financing arrangements, and FedEx Custom Critical joined FedEx Freight, Inc. as a guarantor. In connection with the Spin-Off, we distributed, from the net proceeds of such borrowings, $4.1 billion of cash to FedEx as part of the consideration for the assets FedEx contributed to us in connection with the Spin-Off. We have also entered into a revolving credit facility that provides for borrowings of up to $1.2 billion; however, the revolving credit facility was not utilized prior to the Spin-Off or to fund the distribution of $4.1 billion to FedEx.

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a complex corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and new or better information.

The estimates discussed below include the financial statement elements that are either the most judgmental or involve the selection or application of alternative accounting policies and are material to our results of operations and financial condition. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee and with our independent registered public accounting firm. See Note 2, Summary of Significant Accounting Policies, to the accompanying consolidated financial statements for further information on our significant accounting policies.

Shared Services and Corporate Allocations

FedEx allocated certain shared services and general corporate costs to us that are reflected as expenses in the accompanying consolidated financial statements including, but not limited to, information technology, marketing, sales, financial services, support services, customer experience, and corporate executives’ salaries and employee benefits. These expenses have been allocated to FedEx Freight based on direct usage or benefit where specifically identifiable, with the remainder allocated pro rata based on an applicable measure of total revenue, headcount, specific revenue by function, transaction volume, or other relevant measures. Management considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided, to us. These allocated amounts, however, are not necessarily indicative of the actual amounts that might have been incurred or realized had we operated as an independent, stand-alone entity, during the periods presented, nor are they indicative of our future operations.

Income Taxes

We are subject to income taxes in the United States, Canada, and Mexico. Our income taxes are a function of our income, tax planning opportunities available to us, statutory tax rates, and the income tax laws in the various jurisdictions in which we operate. These tax laws are complex and subject to different interpretations by us and the respective governmental taxing authorities. As a result, significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. Our intercompany transactions are based on globally accepted transfer pricing principles, which align profits with the business operations and functions of the various legal entities in our international business.

We evaluate our tax positions quarterly and adjust the balances as new information becomes available. These evaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax laws or their interpretations, audit activity, and changes in our business. In addition, management considers the advice of third parties in making conclusions regarding tax consequences.

-30-

Tax contingencies arise from uncertainty in the application of tax rules throughout the jurisdictions in which we operate. Despite our belief that our tax return positions are consistent with applicable tax laws, taxing authorities could challenge certain positions. We record tax benefits for uncertain tax positions based upon management’s evaluation of the information available at the reporting date. To be recognized in the financial statements, a tax benefit must be at least more likely than not of being sustained based on the technical merits. The benefit for positions meeting the recognition threshold is measured as the largest benefit more likely than not of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Significant judgment is required in making these determinations and adjustments to unrecognized tax benefits may be necessary to reflect actual taxes payable upon settlement.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss, capital loss, and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. These sources of income rely heavily on estimates to make this determination, and as a result there is a risk that these estimates will have to be revised as new information is received. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. We record the taxes for global intangible low-taxed income as a period cost.

Our income tax positions are based on currently enacted tax laws. As further guidance is issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, any resulting changes to our estimates will be made in accordance with the relevant accounting guidance.

For more information, see “— Summary of Results — Income Taxes” and Note 8, Income Taxes, of the accompanying consolidated financial statements.

Self-Insurance Accruals

Our self-insurance reserves are established for estimates of ultimate loss on all claims incurred, including incurred-but-not-reported claims. Components of our self-insurance reserves included in this critical accounting estimate are workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities, and benefits paid under employee disability programs. These reserves are primarily based on the actuarially estimated cost of claims incurred as of the balance sheet date. These estimates include judgment about severity of claims, frequency and volume of claims, healthcare inflation, seasonality, and plan designs. The use of any estimation technique in this area is inherently sensitive given the magnitude of claims involved and the length of time until the ultimate cost is known, which may be several years.

We believe our recorded obligations for these expenses are consistently measured and appropriate. Nevertheless, changes in accident frequency and severity, healthcare costs, insurance retention levels, and other factors can materially affect the estimates for these liabilities and affect our results of operations. As of May 31, 2026, FedEx assumed substantially all of the self-insurance reserves related to workers’ compensation claims, vehicle accidents, and property and general business liabilities attributable to FedEx Freight, amounting to $330 million. This amount is included in “Net transfers from (to) Parent” in the accompanying Consolidated Statements of Changes in Equity. See Note 2, Summary of Significant Accounting Policies, for more information.

Self-insurance accruals reflected in our balance sheet are as follows (in millions):

A five-percent increase or decrease in the assumed claim severity used to estimate our self-insurance accruals would result in a corresponding increase or decrease of approximately $3 million in our reserves and expenses as of and for the year ended May 31, 2026. For more information, see Item 1A. “Risk Factors."

Long-Lived Assets

Useful Lives and Salvage Values. Our business is capital intensive, with approximately 58% of our owned assets invested in our property and equipment at May 31, 2026.

The depreciation or amortization of our capital assets over their estimated useful lives, and the determination of any salvage values, requires management to make judgments about future events. Because we utilize many of our capital assets over relatively long periods, we periodically evaluate whether adjustments to our estimated service lives or salvage values are necessary to ensure these estimates properly match the economic use of the asset. These evaluations consider usage, maintenance costs, and economic factors that affect the useful life of an asset. This evaluation may result in changes in the estimated lives and residual values used to depreciate our equipment.

-31-

Impairment. We evaluate our long-lived assets used in operations for impairment when events and circumstances indicate that the undiscounted cash flows to be generated by that asset group are less than the carrying amounts of the asset group and may not be recoverable. If the cash flows do not exceed the carrying value, the asset must be adjusted to its current fair value. We operate an integrated transportation network, and accordingly, cash flows for most of our operating assets are assessed at the network level, not at an individual asset level for our analysis of impairment. Further, decisions about capital investments are evaluated based on the effect on the overall network rather than the return on an individual asset.

Leases. We utilize operating leases to finance certain of our facilities and vehicles. Such arrangements typically shift the risk of loss on the residual value of the assets at the end of the lease period to the lessor.

The determination of whether a lease is accounted for as a finance lease or an operating lease requires management to make estimates primarily about the fair value of the asset and its estimated economic useful life. In addition, our evaluation includes ensuring we properly account for build-to-suit lease arrangements and making judgments about whether various forms of lessee involvement allow the lessee to control the underlying leased asset during the construction period. We believe we have well-defined and controlled processes for making these evaluations, including obtaining third-party appraisals for material transactions to assist us in making these evaluations.

For more information, see Note 2, Summary of Significant Accounting Policies, of the accompanying consolidated financial statements.

Goodwill. We had $602 million of recorded goodwill as of May 31, 2026 and 2025 from our business acquisitions, representing the excess of the purchase price over the fair value of the net assets acquired. Goodwill is reviewed at least annually for impairment. In our evaluation of goodwill impairment, we perform a qualitative assessment that requires management judgment and the use of estimates to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. As part of our qualitative assessments, we consider changes in the macroeconomic environment such as the general economic conditions, limitations on accessing capital, and other developments in equity and credit markets.

We evaluated goodwill during the fourth quarters of 2026 and 2025 and the estimated fair value of each reporting unit exceeded its carrying value as of the end of each respective fiscal year; therefore, we do not believe that goodwill was impaired as of the balance sheet dates.

Interest Rates. Our consolidated financial statements do not include an attribution of FedEx’s third-party debt or interest expense from FedEx because we are not the legal obligor of the debt and the borrowings were not directly attributable to our business. We incurred indebtedness in contemplation of the Spin-Off, creating interest rate risk on the balance sheet. As discussed in Note 5, Long-Term Debt, to the accompanying consolidated financial statements, we have outstanding long-term debt (exclusive of finance leases) with an estimated fair value of $4.2 billion. Market risk for long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates and amounts to approximately $91 million. The underlying fair value of our long-term debt was estimated based on quoted market prices or on the current rates offered for debt with similar terms and maturities.

Foreign Currency. While we are a provider of transportation services within North America, the majority of our transactions during the periods presented in this Annual Report are denominated in U.S. dollars. The only foreign currency exchange rate risks to which we are exposed are the Canadian dollar and Mexican peso. The result of a hypothetical 10% adverse movement in the value of the dollar relative to the currencies in which our transactions are denominated would not be material to our financial position, results of operations, or cash flows, in all periods presented. In addition to the direct effects of changes in exchange rates, fluctuations in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ services become more or less attractive. The sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

Commodity. While we have market risk for changes in the price of vehicle fuel, this risk is largely mitigated by our indexed fuel surcharges. For additional discussion of our indexed fuel surcharges, see “— Results of Operations — Fuel.”

-32-

-33-

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of FedEx Freight Holding Company, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FedEx Freight Holding Company, Inc. (the Company) as of May 31, 2026 and 2025, the related consolidated statements of income, cash flows and changes in equity for each of the three years in the period ended May 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2026, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

-34-

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2025.

Memphis, Tennessee

August 5, 2026

-35-

FEDEX FREIGHT HOLDING COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

Showing the first 8K of 123K characters. Open the full section

None.

Management’s Evaluation of Disclosure Controls and Procedures

The management of FedEx Freight, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to FedEx Freight management as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, 2026 (the end of the period covered by this Annual Report).

Assessment of Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended May 31, 2026 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Trading Arrangements

During our fiscal quarter ended May 31, 2026, no director or officer of FedEx Freight adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

Not applicable.

-59-

PART III

Information About Our Directors and Executive Officers

The following sets forth certain information as of August 5, 2026, regarding our executive officers and directors.

Executive officers are elected by, and serve at the discretion of, the Board. There is no arrangement or understanding between any executive officer or person chosen to become an executive officer and any person, other than a director or executive officer of FedEx Freight or of any of its subsidiaries acting solely in his or her official capacity, pursuant to which any executive officer or person chosen to become an executive officer was selected. There are no family relationships between any executive officer and any other executive officer or director of FedEx, or any person nominated or chosen to become a director or executive officer. The following are brief biographies describing the background of our executive officers and directors.

Executive Officers

John A. Smith serves as a member of our Board and as President and Chief Executive Officer of FedEx Freight, a position he has held since the Spin-Off. He previously served as Chief Operating Officer, United States and Canada of Federal Express, the world’s largest express transportation company, from June 2024 to May 31, 2026; President and Chief Executive Officer, U.S. and Canada Ground Operations of Federal Express from April 2023 to May 2024; President and Chief Executive Officer of FedEx Ground Package System, Inc. (“FedEx Ground”), a wholly owned subsidiary of FedEx, from June 2021 to April 2023; President and Chief Executive Officer — Elect of FedEx Ground from March 2021 to May 2021; President and Chief Executive Officer of FedEx Freight from August 2018 to February 2021; President and Chief Executive Officer — Select of FedEx Freight from May 2018 to August 2018; Senior Vice President, Operations, of FedEx Freight from May 2015 to May 2018; Vice President, Safety, Fleet Maintenance and Facilities Services, of FedEx Freight from June 2011 to May 2015; Vice President, Operations, of FedEx National LTL, Inc. from April 2010 to June 2011; Vice President, Transportation/Fleet Maintenance, of FedEx National LTL, Inc. from March 2008 to April 2010; and various management positions at FedEx Freight from 2000 to 2008. Additionally, Mr. Smith serves on the board of the American Transportation Research Institute. We believe Mr. Smith is well-qualified to serve as a member of our Board because of his extensive experience in the transportation industry and across every area of the FedEx Freight business.

Clement Edward Klank III serves as our Executive Vice President — Chief Human Resources and Legal Officer, a position he has held since the Spin-Off. He previously served as Senior Vice President — Chief Human Resources and Legal Officer of FedEx Freight from July 2025 to May 31, 2026; Corporate Vice President, Corporate Governance, Securities & Tax Law of FedEx from September 2019 to July 2025; Corporate Vice President, Securities and Corporate Law of FedEx from June 2017 to September 2019; and Staff Vice President, Securities and Corporate Law of FedEx from June 2015 to June 2017. From 1998 to 2015, Mr. Klank held various positions with increasing responsibility in the FedEx legal and corporate development departments.

Michael B. Lyons serves as our Executive Vice President — Chief Specialized Services and Commercial Officer, a position he has held since the Spin-Off. He previously served as Senior Vice President — Chief Specialized Services and Commercial Officer of FedEx Freight from June 2025 to May 31, 2026; Senior Vice President, FedEx Custom Critical and Freight Strategy of FedEx Freight from August 2024 to June 2025; Vice President, Freight Strategy of FedEx Freight from May 2024 to August 2024; Vice President, Financial

-60-

Planning & Analysis of FedEx Freight from July 2020 to May 2024; Managing Director, Financial Planning & Analysis of FedEx Freight from February 2019 to July 2020; and Operations Executive Advisor of FedEx Freight from August 2007 to February 2019.

Clinton D. McCoy serves as our Executive Vice President — Chief Operating Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Operating Officer of FedEx Freight from February 2025 to May 31, 2026; Senior Vice President, Operations Support & Engineering at FedEx Freight from November 2021 to February 2025; Vice President, Multimodal of FedEx Freight from July 2021 to November 2021; Vice President, Engineering and Quality Assurance of FedEx Freight from April 2019 to July 2021; and Managing Director, District Operations of FedEx Freight from May 2016 to March 2019.

Michael Rodgers serves as our Executive Vice President — Chief Technology Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Technology Officer of FedEx Freight from June 2025 to May 31, 2026; Chief Technology Officer of Pilot Travel Centers from 2015 to 2024; Executive Vice President, Omni-Channel, of J. C. Penney Company, Inc. from 2014 to 2015; and Executive Vice President, Chief Information & Operations Officer of Saks Incorporated from 2007 to 2014. He possesses extensive experience in technology and digital leadership in the transportation and retail industries.

Marshall W. Witt serves as our Executive Vice President — Chief Financial Officer, a position that he has held since the Spin-Off. He previously served as Senior Vice President — Chief Financial Officer of FedEx Freight from October 2025 to May 31, 2026; and Chief Financial Officer of TD SYNNEX from April 2013 to October 2025. He possesses significant capital allocation, mergers and acquisitions, and spin-off experience, having overseen TD SYNNEX’s spin-off of Concentrix in 2020. Prior to joining TD SYNNEX, Mr. Witt served as Senior Vice President of Finance and Controller at FedEx Freight. During his initial 15-year tenure at FedEx, Mr. Witt held progressive financial and operational roles.

Directors

R. Brad Martin serves as the Chairman of our Board. He serves as executive Chairman and Chairman of the Board of FedEx (having served as executive Chairman since September 2025) and Chairman of RBM Venture Company, a private investment company, a position he has held since 2007. He previously served as Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 until its merger with Westrock Coffee Company (“Westrock”) in August 2022. Following that merger until March 2026, Mr. Martin served on the board of directors of Westrock. He was previously a director of Chesapeake Energy Corporation (where he served as Chairman of the Board), First Horizon National Corporation (where he chaired the executive and risk committees), Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp. We believe Mr. Martin is well-qualified to serve as a member of our Board because of his extensive business, finance, and leadership experience.

Jeffrey A. Davis serves as a member of our Board and its Audit and Governance Committees. Mr. Davis served as the Chief Financial Officer of Dollar Tree, Inc. from October 2022 to March 2025; Chief Financial Officer of Qurate Retail Group from October 2018 to September 2022; Chief Financial Officer of J. C. Penney Company Inc. from July 2017 to September 2018; Chief Financial Officer of Darden Restaurants, Inc. from July 2015 to March 2016; and Chief Financial Officer of the Walmart U.S. segment of Walmart Inc. from January 2014 to May 2015. Mr. Davis has served as a director of Labcorp Holdings, Inc. since December 2019 where he serves as the Chairman of the Audit Committee and as a member of the Quality and Compliance Committee. We believe Mr. Davis is well-qualified to serve as a member of our Board because of his extensive financial leadership experience across multiple industries.

Donald E. Frieson serves as a member of our Board, as chair of its Governance Committee, and as a member of the ROC. Mr. Frieson served as Executive Vice President, Supply Chain of Lowe’s Companies, Inc. from August 2018 to March 2024. He previously spent 19 years within the Walmart organization, where he served as Executive Vice President, Operations at Sam’s Club from 2014 to 2017 and Senior Vice President, Replenishment, Planning and Real Estate from 2012 to 2014. Mr. Frieson has served as a director of Casey’s General Stores, Inc. since March 2018 where he serves as a member of the Compensation and Human Capital Committee. He served as a member of the Advisory Committee for Supply Chain Competitiveness for the U.S. Department of Commerce from February 2022 to February 2024. We believe Mr. Frieson is well-qualified to serve as a member of our Board because of his significant leadership experience in supply chain management.

Stephen E. Gorman serves as a member of our Board, its HRCC, and the ROC. Mr. Gorman served as Chief Executive Officer of Air Methods Corporation, a leading domestic provider in the air medical market, from August 2018 to January 2020. He previously served as the President and Chief Executive Officer of Borden Dairy Company from 2014 to July 2017; Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. from 2008 to 2014; Executive Vice President — Operations of Delta Air Lines from 2007 to 2008; and President and Chief Executive Officer of Greyhound Lines, Inc. from 2003 to 2007. Mr. Gorman has served as a director of Peabody Energy Corporation since April 2017 where he serves as Chairman of the Nominating & Corporate Governance Committee and as a member of the Compensation Committee and the Executive Committee. He served as a director of FedEx from September 2022 to May 31, 2026, where he served as a member of the Compensation and Human Resources Committee and the Governance, Safety, and Public Policy Committee. He served as a director of ArcBest Corporation from July 2015 to August 2022 and as the company’s Lead Independent Director from January 1, 2022 until his resignation to join the FedEx Board. We believe Mr. Gorman is well-qualified to serve as a member of our Board because of his significant transportation and logistics leadership experience.

Robert A. King serves as a member of our Board and as chair of its ROC. Mr. King served as Corporate Vice President, Internal Audit at FedEx from March 2011 to January 2025. He spent over four decades of his career in the FedEx Internal Audit department, holding positions with increasing responsibility. We believe Mr. King is well-qualified to serve as a member of our Board because of his extensive financial and risk management experience during his tenure at FedEx.

-61-

Cindy J. Miller serves as a member of our Board, as chair of its HRCC, and as a member of the Governance Committee. Ms. Miller served as the President and Chief Executive Officer of Stericycle, Inc. (“Stericycle”), a medical waste transportation company, from May 2019 to November 2024 when the company was acquired by Waste Management, Inc. and as a director of the company from February 2019 to November 2024. She served as President and Chief Operating Officer of Stericycle from October 2018 to May 2019. Prior to joining Stericycle, Ms. Miller spent nearly 30 years at United Parcel Service, Inc. where she served as President, Global Freight Forwarding from April 2016 to September 2018 and as President of the European region from March 2013 to March 2016. Ms. Miller has served as a director of W.W. Grainger, Inc. since April 2024 where she serves as a member of the Board Affairs & Nominating Committee and Compensation Committee. She also serves on the Board of Trustees of the Allspring Fund complex, which includes four closed-end funds. She served as a director of UGI Corporation from 2020 to 2024. We believe Ms. Miller is well-qualified to serve as a member of our Board because of her significant leadership experience in the transportation and logistics industry.

Amy J. Salcido serves as a member of our Board, its Audit Committee, and the ROC. She served as President, U.S. of Kyndryl Holdings, Inc. (“Kyndryl”), a Fortune 500 provider of enterprise technology services spun off from International Business Machines Corporation (“IBM”) in 2021, from 2022 to 2025. She previously served as Chief Customer Engagement & Transformation Officer from 2021 to 2022. Before joining Kyndryl, Ms. Salcido held senior leadership roles at IBM, including as General Manager, Services: Retail, Consumer Products, Travel & Transportation — North America from 2020 to 2021, and as Global Vice President, New Client Acquisition from 2018 to 2020. She joined IBM in 1996 and held positions with increasing responsibility during her tenure with the company. Ms. Salcido was named No. 15 in Technology Magazine’s “Top 100 Women in Technology” in 2025. We believe Ms. Salcido is well-qualified to serve as a member of our Board because of her significant technology experience and leadership experience with large-scale public company separation.

John P. Sauerland serves as a member of our Board, as chair of its Audit Committee, and as a member of the HRCC. Mr. Sauerland served as Vice President and Chief Financial Officer of The Progressive Corporation from April 2015 to July 3, 2026 and as Personal Lines Group President of The Progressive Corporation from 2007 to 2015. He joined The Progressive Corporation in 1991 as a product manager and served in many key leadership positions during his tenure with the company. Mr. Sauerland served as a director of Beazley plc from 2016 to 2021. We believe Mr. Sauerland is well-qualified to serve as a member of our Board because of his extensive leadership experience in finance and risk management.

Samantha M. Smith serves as a member of our Board and the ROC. Ms. Smith currently serves as a staff director of global public policy at FedEx, a position she has held since November 2020. Ms. Smith joined the FedEx Government and Regulatory Affairs team in 2016. Prior to FedEx she served in various roles in communications and public affairs. We believe Ms. Smith is well-qualified to serve as a member of our Board because of her extensive experience in government affairs, public policy, and communications, including at FedEx.

Director Skills, Qualifications, and Experience

Our directors bring to the FedEx Freight Board the skills, qualifications, and experience depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill, qualification, or experience.

Board Classes

In accordance with our certificate of incorporation, our Board is currently divided into three classes (Class I, Class II, and Class III). Beginning with the fifth annual meeting of our stockholders following the Spin-Off, the Board shall cease to be classified and all directors will be elected at such annual meeting for one-year terms. The current classification and terms of our directors are as follows:

• The Class I directors are Ms. Miller and Messrs. Frieson, Sauerland, and J. Smith, and their terms will expire at the first annual meeting of our stockholders following the Spin-Off. The terms of the Class I directors elected at the first annual meeting of our stockholders following the Spin-Off will expire at the fourth annual meeting of our stockholders following the Spin-Off. The

-62-

terms of the Class I directors elected at the fourth annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders.

• The Class II directors are Mr. Davis and Mses. Salcido and S. Smith, and their terms will expire at the second annual meeting of our stockholders following the Spin-Off. The terms of the Class II directors elected at the second annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders following the Spin-Off.

• The Class III directors are Messrs. Gorman, King, and Martin, and their terms will expire at the third annual meeting of our stockholders following the Spin-Off. The terms of the Class III directors elected at the third annual meeting of our stockholders following the Spin-Off will expire at the fifth annual meeting of our stockholders following the Spin-Off.

Board Committees

To support effective corporate governance, our Board has delegated certain responsibilities to its committees, which report on their activities to the Board. Each of these Board committee charters can be found under the Governance heading of our website at ir.fedexfreight.com.

Audit Committee

The members of the Audit Committee are Messrs. Sauerland and Davis and Ms. Salcido. Mr. Sauerland is the chair of our Audit Committee. Each member of the Audit Committee meets the independence and qualification requirements set forth by the listing standards of the NYSE and SEC rules and regulations. Each member of the Audit Committee is financially literate. In addition, the Board determined that Messrs. Davis and Sauerland are “audit committee financial experts” as defined in Item 407(d)(5)(ii) of Regulation S-K. The purpose and responsibilities of the Audit Committee include, among other things:

• overseeing the independent auditor’s qualifications, independence, and performance, and preapproving all audit and allowable non-audit services to be provided by the independent auditor;

• assisting the Board with oversight of (i) the integrity of our financial statements and other financial information, (ii) the effectiveness of our disclosure controls and procedures and internal control over financial reporting, (iii) the performance of our internal audit function, (iv) our corporate integrity and compliance programs, including compliance with legal and regulatory requirements, and (v) our internal controls and procedures related to our sustainability disclosures; and

• preparing the report of the Audit Committee required to be included in our annual proxy statement.

Human Resources and Compensation Committee

The members of the HRCC are Ms. Miller and Messrs. Gorman and Sauerland. Ms. Miller is the chair of the HRCC. Each member of the HRCC meets the independence and qualification requirements set forth by the listing standards of the NYSE and SEC rules and regulations. The purpose and responsibilities of the HRCC include, among other things:

• assisting the Board in the discharge of its responsibilities relating to the compensation of our executive officers (as specified by the listing standards of the NYSE);

• assisting the Board with oversight of our key human resource management strategies and programs;

• overseeing the administration of our equity compensation plans and reviewing the strategies relating to, and costs and structure of, key employee benefit and fringe-benefit plans and programs; and

• reviewing and discussing with management our Compensation Discussion and Analysis, and producing the report of the HRCC required to be included in our annual report or proxy statement.

Governance Committee

The members of the Governance Committee are Messrs. Frieson and Davis and Ms. Miller. Mr. Frieson is the chair of the Governance Committee. Each member of the Governance Committee meets the independence and qualification requirements set forth by the listing standards of the NYSE. The purpose and responsibilities of the Governance Committee include, among other things:

• identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

• assisting the Board in determining the size, structure, composition, processes, and practices of the Board and its committees and assessing director independence and qualifications;

• overseeing the Board and executive officer performance evaluation processes and monitoring the effectiveness of the Board and its committees;

• assisting the Board in executive officer succession planning; and

• assisting the Board in enhancing the quality of our corporate governance, as reflected in the certificate of incorporation, bylaws, and Corporate Governance Guidelines (as defined below).

-63-

Risk Oversight Committee

The members of the ROC are Messrs. King, Gorman, and Frieson and Mses. Salcido and S. Smith. Mr. King is the chair of the ROC. The purpose and responsibilities of the ROC include, among other things:

• assisting the Board with oversight of our safety strategies, policies, programs, and practices;

• assisting the Audit Committee with oversight of the processes by which we assess and manage our exposure to risk;

• assisting the Board with oversight of cyber and technology-related risks and management efforts to monitor and mitigate those risks;

• assisting the Board with oversight of our political activities and expenditures; and

• assisting the Board with oversight of our sustainability goals, strategies, and programs.

Board Risk Oversight

The Board’s role in risk oversight at FedEx Freight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees providing oversight in connection with those efforts, with particular focus on the adequacy of FedEx Freight’s risk management practices and regularly reviewing the most significant risks facing the Company. The Board performs its risk oversight role by using several different levels of review.

Additionally, risks are identified and managed in connection with the Company’s robust ERM process. Our ERM process, which is overseen by the ROC, provides the Company with a common framework and terminology to ensure consistency in identification, reporting, and management of key risks. The ERM process is embedded in our strategic planning process, which ensures explicit consideration of risks that affect the underlying assumptions of strategic plans and provides a platform to facilitate integration of risk information in business decision-making.

The Board has delegated to each of its committees responsibility for the oversight of specific risks that fall within the committee’s areas of responsibility, including:

• The Audit Committee oversees the guidelines and policies that govern the processes by which we assess and manage our exposure to risk and our major financial and other risk exposures and the steps management has taken to monitor and control such risk exposures;

• The HRCC oversees the relationship between our compensation policies and practices and our risk management, including the extent to which those policies and practices create risks for the Company, and review management’s conclusions regarding whether any risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company;

• The Governance Committee considers risks related to succession planning and corporate governance; and

• The ROC oversees our cyber and technology-related risks, including network security, information and digital security, data privacy and protection, and risks related to emerging technologies such as artificial intelligence and machine learning, and the steps management has taken to identify, assess, monitor, manage, and mitigate those risks, and risks relating to our political activities and expenditures, along with management of sustainability- and climate-related risks.

Corporate Governance Guidelines and Code of Conduct

The Board is comprised of a majority of independent directors and committed to the highest quality of corporate governance and accountability to the FedEx Freight stockholders. We have adopted written corporate governance guidelines (the “Corporate Governance Guidelines”) and a code of conduct (the “Code of Conduct”), each of which the Board, in conjunction with the Governance Committee and Audit Committee, respectively, will periodically review. The Board and Governance Committee will also review all other aspects of our governance policies and practices in light of best practices and make whatever changes it deems appropriate to further our commitment to the highest standards of corporate governance.

The Corporate Governance Guidelines require our directors to disclose actual or potential conflicts of interest and not to participate in any recommendation or decision regarding any transaction in which they have a direct or indirect material interest. Furthermore, the Corporate Governance Guidelines prescribe the fundamental responsibility of our directors to promote the best interests of the Company and its stockholders by overseeing the management of our business and affairs, which responsibility includes the fiduciary duties that directors owe to FedEx Freight and its stockholders under Delaware law. The Corporate Governance Guidelines also require that our directors devote the required time to carrying out the duties and responsibilities of membership on the Board.

The Code of Conduct applies to all of our directors, officers, and employees, including our principal executive officer and senior financial officers. The Code of Conduct is intended to promote our commitment to integrity and provides guidelines relating to the handling of activities, investments, or close personal relationships that create, or appear to create, a conflict between personal interests and the interests of FedEx Freight, including the prompt disclosure thereof. Our Corporate Governance Guidelines and Code of Conduct are available under the Governance heading of our website at ir.fedexfreight.com. We will post under the Governance heading on the

-64-

Investor Relations page of our website at ir.fedexfreight.com information regarding any amendment to, or waiver of, the provisions of the Code of Conduct to the extent such disclosure is required.

Director Nomination Process

The Board was selected through a process involving both FedEx and us. Following the Spin-Off, our Governance Committee has responsibility for identifying, evaluating, and recruiting director candidates, considering the advisability of adding new directors, and evaluating and recommending director nominees to the Board. The Governance Committee considers director nominees recommended by stockholders according to the same criteria.

Policy Regulating Trading by Insiders

We have comprehensive and detailed policies and procedures (set forth in the FedEx Freight Securities Manual, which is filed as Exhibit 19 to this Annual Report) that are designed to promote compliance with insider trading laws, rules, and regulations and NYSE listing standards and regulate trading by our officers, managing directors, Board members, and any other employees having access to material, non-public information about FedEx Freight. The Securities Manual includes information regarding trading windows, blackout periods, explains when transactions in FedEx Freight stock are permitted, and contains a mandatory pre-clearance policy for transactions in FedEx Freight securities by Board members and officers subject to the reporting requirements of Section 16 of the Exchange Act. The Securities Manual prohibits insiders, including Board members, from trading (or tipping others to trade) in FedEx Freight securities on the basis of “material, non-public information” until the information has been disclosed to the public. The policy explains the principles governing “material, non-public information” and provides examples of the types of events or information that may be considered material. The Governance Committee will periodically review and discuss the Securities Manual and recommend any proposed changes to the Board for approval. In addition, with regard to FedEx Freight’s trading in its own securities, it is our policy to comply with the applicable federal securities laws and NYSE listing requirements.

DIRECTOR COMPENSATION

During 2026 FedEx Freight was a wholly owned subsidiary of FedEx and no individual received any compensation for serving as a director of FedEx Freight.

Following the Spin-Off, the HRCC periodically reviews and makes recommendations to our Board regarding the form and amount of compensation for our non-employee directors. In connection with the Spin-Off, our Board approved an initial director compensation program that is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort, expertise, and accountability required for active membership on our Board. The program is described in further detail below. Directors who are also our employees do not receive additional compensation for service on our Board.

Non-employee directors may elect to receive their annual retainer in all cash, all shares, or 50% in cash and 50% in shares. The number of retainer shares issued is based on the fair market value of our common stock on the date of issuance, with any fractional amounts paid in cash. The RSUs, which are granted pursuant to the FedEx Freight Holding Company, Inc. 2026 Omnibus Stock Incentive Plan (the “2026 Plan”), vest fully on the date of the next annual meeting of our stockholders, subject to the non-employee director’s continued service as a non-employee director through such date (with limited exceptions as set forth in the RSU award agreement) and settle in shares of our common stock. Non-employee directors appointed to our Board after the annual meeting of stockholders will receive a prorated annual retainer, RSU award, and chairperson fee (as applicable).

The FedEx Freight Board has established stock ownership goals, which are included in our Corporate Governance Guidelines. With respect to non-management Board members, the goal is that within five years after joining the Board, each director own FedEx Freight shares valued at five times his or her annual retainer fee. For purposes of meeting this goal, unvested restricted stock and restricted stock units are counted, but unexercised stock options are not.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis describes the compensation program in effect for the individuals named below for 2026, as well as the initial program established by the HRCC for future periods following the Spin-Off. The 2026 compensation program, which was implemented by FedEx and reflects the historical compensation philosophy, policies, and practices of FedEx, is not indicative of the compensation our executive officers will receive following the Spin-Off. Accordingly, we have provided limited information regarding this program. FedEx considered survey data published by two major consulting firms for general industry companies (excluding financial

-65-

services companies), including U.S. and multinational companies, with annual revenues between $40 billion and $185 billion for its 2026 senior officer compensation review.

The below individuals (FedEx Freight’s principal executive officer, principal financial officer, and three other most highly compensated executive officers for 2026; the titles listed are those held following the Spin-Off) are referred to herein as the named executive officers:

• John A. Smith, President and Chief Executive Officer;

• Marshall W. Witt, Executive Vice President — Chief Financial Officer;

• Clement Edward Klank III, Executive Vice President — Chief Human Resources and Legal Officer;

• Clinton D. McCoy, Executive Vice President — Chief Operating Officer; and

• Michael Rodgers, Executive Vice President — Chief Technology Officer.

Mr. J. Smith was an executive officer of FedEx during 2026 and, accordingly, his annual compensation was determined and approved by FedEx’s Compensation and Human Resources Committee (the “FedEx CHRC”). Compensation of each of the named executive officers other than Mr. J. Smith was generally determined by FedEx management. Messrs. Witt and Rodgers joined FedEx Freight on October 15, 2025 and June 1, 2025, respectively, and Mr. Klank transitioned from FedEx to FedEx Freight on August 1, 2025.

2026 FedEx Compensation Elements

Base Salary

The base salaries of the named executive officers effective October 1, 2025 (with the exception of Mr. Witt, who joined FedEx Freight on October 15, 2025), were as follows:

2026 AIC Plans

FedEx’s 2026 annual incentive compensation (“AIC”) plans provided annual cash bonus opportunities to many of its salaried employees on an enterprise-wide basis, including the named executive officers, at the conclusion of 2026. The payout opportunities under the AIC plans were based upon the achievement of financial performance and operational objectives as described below, as well as individual performance objectives. Target payouts under the AIC plans, which were established as a percentage of base salary actually paid during 2026, were as follows for the named executive officers:

FedEx Executive Officers

The 2026 AIC plan for FedEx executive officers, including Mr. J. Smith (the “2026 FedEx Executive AIC Plan”), included three performance metrics: (i) adjusted consolidated operating income, weighted at 50% of the total payout opportunity; (2) incremental structural cost reduction benefits from FedEx’s DRIVE and Network 2.0 programs, weighted at 25% of the total payout opportunity; and (3) enterprise-wide on-time service performance, weighted at 25% of the total payout opportunity. The FedEx Board, upon the recommendation of the FedEx CHRC, approved excluding costs associated with the Spin-Off, business optimization expenses, costs associated with the change in fiscal year-end, a non-cash impairment charge related to the impairment of certain aircraft, and a benefit related to an international regulatory matter from 2026 adjusted consolidated operating income for purposes of the 2026 FedEx Executive AIC Plan in order to more accurately reflect FedEx’s core financial performance.

The threshold, target, and maximum objectives under the adjusted consolidated operating income component of the 2026 FedEx Executive AIC Plan were specified levels of 2026 adjusted consolidated FedEx operating income. Actual adjusted consolidated FedEx

-66-

operating income performance that exceeded the target objective under the 2026 FedEx Executive AIC Plan would result in an above-target payout opportunity for that metric, up to the maximum payout amount of 150% of the target amount for that metric. The threshold and target objectives under the structural cost reduction and on-time service performance components of the 2026 FedEx Executive AIC Plan were specified levels of 2026 incremental structu

Showing the first 8K of 139K characters. Open the full section

Equity Compensation Plan Information

The table below presents information as of May 31, 2026, regarding compensation plans under which shares of FedEx Freight common stock may be issued:

(1) In connection with the Spin-Off, we adopted the 2026 Plan and the FedEx Freight Holding Company, Inc. 2026 Employee Stock Purchase Plan, which plans became effective as of the Spin-Off. As of May 31, 2026, no equity awards had yet been granted under either of these plans.

Stock Ownership

The following table provides information regarding the beneficial ownership of our common stock as of July 27, 2026, by:

• each of our directors;

• each of our named executive officers; and

• all of our directors and executive officers as a group.

Except as otherwise noted in the footnotes below, ownership is direct and the person shown has sole voting and investment power.

*Less than 1% of FedEx Freight’s outstanding common stock.

(1)Excludes restricted stock units and performance stock units held by our directors and executive officers that do not vest within 60 days of July 27, 2026.

-92-

(2)Reflects the number of shares that can be acquired at July 27, 2026, or within 60 days thereafter through the exercise of stock options. These shares are excluded from the column headed “Shares,” but included in the ownership percentages reported in the column headed “Percent of Class.”

(3)Based on 149,517,966 shares outstanding on July 27, 2026.

(4)Includes 3,625 shares owned by R. Brad Martin Family Foundation, 12,066 shares held through grantor retained annuity trusts, 1,125 shares in children’s trusts, and 1,050 shares owned by Mr. Martin’s spouse.

(5)Includes 1,681 shares owned by The Smith Living Trust.

(6)Includes 39,705 shares owned by family trusts. In previous filings, 162,481 shares held by Frederick W. Smith Enterprise Company, Inc. (“Enterprise”) were attributed to Ms. S. Smith, but she is no longer deemed to be the beneficial owner of these shares in light of Enterprise’s governing structure.

(7)Includes 248 shares owned by family trust.

Based on a review of filings with the SEC, FedEx Freight has determined that the following persons beneficially own more than 5% of the outstanding shares of FedEx Freight common stock.

(1) Based on 149,517,966 shares outstanding on July 27, 2026 and assuming that each of the significant stockholders continued to own the number of shares reflected in the table above as of such date.

(2) Based solely upon a Form 4 filed with the SEC on June 1, 2026 in which FedEx reported that it beneficially owned 29,751,545 shares as of June 1, 2026. See Item 13. “Certain Relationships and Related Transactions, and Director Independence — Related Party Transactions — Agreements with FedEx in Connection with the Spin-Off — Stockholder and Registration Rights Agreement” for information regarding FedEx’s agreement to vote any shares of our common stock that it retains after the Spin-Off in proportion to the votes cast by our other stockholders prior to the sale of such shares by FedEx.

(3) Based solely upon a Schedule 13G filed with the SEC on July 28, 2026, and reporting beneficial ownership as of June 30, 2026. BlackRock, Inc. is the parent holding company of certain institutional investment managers, which collectively had sole voting power over 7,754,822 shares, shared voting power over no shares, and sole dispositive power over all 8,346,293 shares. The 13G indicates all shares reported were acquired and are held in the ordinary course of business and not with the purpose or effect of changing or influencing the control of FedEx Freight.

(4) Based solely upon a Schedule 13G filed with the SEC on July 31, 2026, and reporting beneficial ownership as of June 30, 2026. Vanguard Capital Management, a registered investment advisor, had sole voting power over 1,134,799 shares, shared voting power over no shares, and sole dispositive power over all 8,194,621 shares. The 13G indicates all shares reported were acquired and are held in the ordinary course of business and not with the purpose or effect of changing or influencing the control of FedEx Freight.

RELATED PARTY TRANSACTIONS

Policy on Review and Preapproval of Related Person Transactions

The Board adopted a Policy on Review and Preapproval of Related Person Transactions (the “RPT Approval Policy”), which is included in the Corporate Governance Guidelines. The RPT Approval Policy requires that all proposed related person transactions (as defined in the RPT Approval Policy) and all proposed material changes to existing related person transactions be reviewed and preapproved by the Governance Committee. To the extent the related person (as defined in the RPT Approval Policy) is a director or an immediate family member of a director, the transaction or change must also be reviewed and preapproved by the full Board. The RPT Approval Policy provides that a related person transaction or a material change to an existing related person transaction may not be preapproved if it would:

• interfere with the objectivity and independence of any related person’s judgment or conduct in carrying out his or her duties and responsibilities to FedEx Freight;

-93-

• not be fair as to FedEx Freight; or

• otherwise be opposed to the best interests of FedEx Freight and its stockholders.

The RPT Approval Policy requires the Governance Committee to annually (i) review each existing related person transaction that has a remaining term of at least one year or remaining payments of at least $120,000, and (ii) determine, based upon all material facts and circumstances and taking into consideration our contractual obligations, whether it is in the best interests of FedEx Freight and its stockholders to continue, modify, or terminate the transaction or relationship.

In accordance with the RPT Approval Policy, the Governance Committee has reviewed and approved the following existing related person transactions and determined that they remain in the best interests of FedEx Freight and its stockholders.

Agreements with FedEx in Connection with the Spin-Off

In order to govern the ongoing relationships between us and FedEx after the Spin-Off and to facilitate an orderly transition, we and FedEx entered into agreements providing for various services and rights following the Spin-Off, and under which we and FedEx agree to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with FedEx in connection with the Spin-Off.

Separation and Distribution Agreement

In connection with the Spin-Off, we and FedEx entered into the Separation and Distribution Agreement. The Separation and Distribution Agreement sets forth our agreements with FedEx regarding the principal actions taken in connection with the Spin-Off, including those related to certain reorganization transactions and the distribution of 80.1% of the issued and outstanding shares of our common stock to FedEx’s stockholders. It also sets forth other agreements that govern certain aspects of our relationship with FedEx following the Spin-Off. This summary of the Separation and Distribution Agreement is subject to and qualified in its entirety by reference to the full text of the Separation and Distribution Agreement, which is included as an exhibit to this Annual Report.

Transfer of Assets and Assumption of Liabilities

The Separation and Distribution Agreement allocates the assets and liabilities to each of us and FedEx as part of the Spin-Off. However, (i) the Employee Matters Agreement allocates certain employee-related liabilities (including pension liabilities) and assets (see “— Employee Matters Agreement” below for a summary of such allocation) and (ii) the Tax Matters Agreement allocates certain tax liabilities and assets (see “— Tax Matters Agreement” below for a summary of such allocation). In particular, the Separation and Distribution Agreement provides that, among other things, subject to the terms and conditions included in the Separation and Distribution Agreement, we generally are contractually allocated with:

Assets

• assets of the FedEx Freight business;

• the equity interests of subsidiaries that are our subsidiaries after the Spin-Off, in addition to any other specified joint venture or other minority equity interests owned by us after the Spin-Off;

• contracts of the FedEx Freight business or its assets or liabilities that are not related (other than in a de minimis respect) to the remaining business of FedEx or its assets or liabilities, along with certain other contracts;

• certain specified patents and other intellectual property (excluding patents) primarily related to the FedEx Freight business, excluding (i) the “FedEx” and “FedEx Freight” trademarks, the FedEx logo and font, and the FedEx purple and orange trade dress or variations thereof and (ii) certain other specified intellectual property (subject, in each case, to certain licenses described in more detail below under “— Agreements Governing Intellectual Property”), and certain specified intellectual property;

• accruals, counterclaims, insurance claims, rights to coverage under applicable insurance policies, warranties, contractual indemnities, control rights and other similar rights, in each case to the extent related to any liability that has been contractually allocated to us, except in respect of occurrences prior to the Spin-Off that are already covered by FedEx policies;

• certain information technology assets and other information technology assets of the FedEx Freight business (subject to certain limited exceptions); and

• financial assets of the FedEx Freight business and/or that are owned by us or one of our subsidiaries.

Liabilities

• liabilities of the FedEx Freight business, other than certain liabilities arising prior to the Spin-Off that were or would reasonably be expected to be submitted for coverage (or would have been submitted for coverage but for any applicable deductible or retention), in each case, in part or in whole, under certain occurrence-based and other insurance policies that currently cover FedEx Freight and were retained by FedEx in connection with the Spin-Off;

-94-

• liabilities (including under applicable federal and state securities laws) relating to (i) any disclosure document filed or furnished with the SEC in connection with the Spin-Off, except for statements expressly relating to the remaining business of FedEx, (ii) any financing disclosure documents in connection with any offer by us for sale or registration of the transfer or distribution of any securities or indebtedness, except for statements expressly relating to the remaining business of FedEx, and (iii) any of our financing arrangements;

• liabilities to the extent related to previously discontinued or divested businesses and operations that were, at the time of discontinuation or divestment, managed or associated with the FedEx Freight business;

• liabilities for borrowed money, interest rate swaps, and similar arrangements that were incurred or guaranteed by us will be retained by or contractually allocated to us; and

• liabilities relating to indemnification obligations to any of our or our subsidiaries’ current or former directors or officers and ownership of any specified joint venture or other minority equity interests owned by us after the Spin-Off.

All other assets and liabilities of FedEx are contractually retained by FedEx.

Except as expressly set forth in the Separation and Distribution Agreement or any ancillary agreement, all assets are transferred on an “as is,” “where is” basis and the respective transferees bear the economic and legal risks that (i) any conveyance is insufficient to vest in the transferee good title, free and clear of any security interest, and (ii) any necessary consents or governmental approvals are not obtained or that any requirements of laws or judgments are not complied with. In general, neither us nor FedEx make any representations or warranties regarding any assets or liabilities transferred or contractually allocated pursuant to the Separation and Distribution Agreement, any consents or governmental approvals that may be required in connection with such transfers or contractual allocations, or any other matters.

Information in this Annual Report with respect to the assets and liabilities of the parties following the Spin-Off is presented based on the contractual allocation of such assets and liabilities pursuant to the Separation and Distribution Agreement, unless the context otherwise requires. Certain of the liabilities and obligations contractually allocated to one party or for which one party has an indemnification obligation under the Separation and Distribution Agreement and the other agreements relating to the Spin-Off are the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation relies on the applicable party that was contractually allocated the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the Separation and Distribution Agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Further Assurances. To the extent any transfers of assets and contractual allocations of liabilities contemplated by the Separation and Distribution Agreement were not consummated on or prior to the Spin-Off, the parties will cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party contractually allocated such asset or liability. Each party will use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Separation and Distribution Agreement.

Shared Contracts. Shared contracts were generally assigned in part if so assignable, or amended, bifurcated, or replicated to facilitate the Spin-Off so that the appropriate party was contractually allocated the rights, benefits, and the related portion of any liabilities inuring to its business, and each party will use commercially reasonable efforts to obtain the consents required to partially assign, amend, bifurcate, or replicate any shared contract.

Intercompany Accounts. Subject to certain specified exceptions, the Separation and Distribution Agreement settled certain accounts that were formerly intercompany accounts within FedEx.

Release of Claims and Indemnification. Except as otherwise provided in the Separation and Distribution Agreement, each party fully released and forever discharged the other party and its respective subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Spin-Off. The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the Spin-Off pursuant to the Separation and Distribution Agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the Separation and Distribution Agreement.

The Separation and Distribution Agreement provides for cross-indemnities that, except as otherwise provided, are principally designed to place financial responsibility for the obligations and liabilities contractually allocated to us under the Separation and Distribution Agreement with us and financial responsibility for the obligations and liabilities contractually allocated to FedEx under the Separation and Distribution Agreement with FedEx. Specifically, each party will indemnify, defend, and hold harmless the other party and its respective affiliates and subsidiaries and each of their respective officers, directors, employees, and agents (and the heirs, executors, successors, and assigns of any of the foregoing) for any losses to the extent relating to, arising out of, or resulting from:

• the liabilities each party was contractually allocated pursuant to the Separation and Distribution Agreement (or any third-party claim that would, if resolved in favor of the claimant, constitute such a liability); and

• any breach by such party of any provision of the Separation and Distribution Agreement.

-95-

Each party’s indemnification obligations with respect to such liabilities pursuant to the Separation and Distribution Agreement or such breach are uncapped; provided that the amount of each party’s indemnification obligations are subject to reduction by any insurance proceeds or other third-party proceeds received by the party being indemnified that reduce the amount of the loss. The Separation and Distribution Agreement also specifies procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes is governed by the Tax Matters Agreement.

Legal Actions. Except as otherwise set forth in the Separation and Distribution Agreement or any ancillary agreement, we are contractually allocated liabilities relating to legal actions to the extent related to the FedEx Freight business or the assets or liabilities contractually allocated to us, and FedEx has been contractually allocated all other liabilities relating to legal actions. Each party to the Separation and Distribution Agreement will indemnify the other party for its respective indemnifiable losses, if any, arising out of or resulting from such legal actions allocated to such party, as well as, for those arising out of or resulting from any legal actions related to the liabilities such party has been contractually allocated or (unless contractually allocated specifically to the other party) its ongoing business. Each party to a claim will cooperate in defending any claims against both parties for events that took place prior to, on, or after the date of the Spin-Off.

Dispositions. FedEx initially retained 19.9% of the outstanding shares of our common stock following the Spin-Off. In order to preserve the tax-free status of the Spin-Off and certain related transactions for U.S. federal income tax purposes, FedEx must generally dispose of the retained shares of our common stock within 24 months of the completion of the Spin-Off.

Insurance. Following the Spin-Off, we assigned to FedEx rights we had to certain occurrence-based and other insurance policies covering occurrences or events prior to the Spin-Off (for which FedEx assumed the associated liabilities), retained certain access to FedEx cargo insurance policies that cover liabilities for any shipment of goods by FedEx Freight (for which we are retaining the associated liabilities), and otherwise generally are responsible for obtaining and maintaining, at our own cost, our own insurance coverage.

Dispute Resolution. Except as otherwise set forth in the Separation and Distribution Agreement, if a dispute arises between us and FedEx under the Separation and Distribution Agreement, the general counsels of the parties and/or such other executive officers as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner, then the dispute will be resolved through binding arbitration.

Term, Termination, and Amendment. After the Spin-Off, the term of the Separation and Distribution Agreement is indefinite and it may only be terminated or modified with the prior written consent of both FedEx and us.

Other Matters Governed by the Separation and Distribution Agreement. Other matters governed by the Separation and Distribution Agreement include, among others, access to financial and other information, confidentiality, access to and provision of records, and separation of guarantees and other credit support instruments.

Transition Services Agreement

In connection with the Spin-Off, we and FedEx entered into the Transition Services Agreement. Pursuant to the Transition Services Agreement, each of FedEx and FedEx Freight provide certain transitional services to the other. The services, including certain support functions such as order creation, customer data management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies required for those functions, are provided for a limited time, generally for no longer than two years following the effective time, and are provided for specified fees, which are generally based on previous allocation models and/or on a cost/cost-plus basis. This summary of the Transition Services Agreement is subject to and qualified in its entirety by reference to the full text of the Transition Services Agreement, the form of which is included as an exhibit to this Annual Report.

Tax Matters Agreement

In connection with the Spin-Off, we and FedEx entered into the Tax Matters Agreement. The Tax Matters Agreement governs the parties’ respective rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes. This summary of the Tax Matters Agreement is subject to and qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is included as an exhibit to this Annual Report.

Allocation of Taxes

In general, except with respect to certain transaction taxes triggered by the Spin-Off, which are generally borne by the party that is responsible for such taxes under applicable law, we are responsible for any U.S. federal, state, local, or foreign taxes (and any related interest, penalties, or audit adjustments) imposed with respect to tax returns that include only us and/or any of our subsidiaries (including any such tax returns filed on a consolidated, combined, or unitary basis) for any taxable periods or portions thereof, and FedEx is responsible for any U.S. federal, state, local, or foreign taxes with respect to tax returns that include FedEx or any of its subsidiaries (as determined immediately after the Spin-Off), including those that also include us and/or any of our subsidiaries, for any taxable periods or portions thereof. In addition, we are required to pay FedEx the amount of any tax benefits that we realize after the Spin-Off to the extent that FedEx is responsible under the Tax Matters Agreement for the corresponding tax.

Neither party’s obligations under the Tax Matters Agreement are limited in amount or subject to any cap. The Tax Matters Agreement also assigns responsibilities for administrative matters, such as the filing of returns, payment of taxes due, retention of records, and

-96-

conduct of audits, examinations, or similar proceedings. In addition, the Tax Matters Agreement provides for cooperation and information sharing with respect to tax matters.

FedEx is generally responsible for preparing and filing any tax return that includes FedEx or any of its subsidiaries (as determined immediately after the Spin-Off), including those that also include us and/or any of our subsidiaries. We are generally responsible for preparing and filing any tax returns that include only us and/or any of our subsidiaries.

The party responsible for preparing and filing any tax return and for the corresponding tax generally has primary authority to control tax contests related to any such tax return or tax. We generally have exclusive authority to control tax contests with respect to tax returns that include only us and/or any of our subsidiaries and any corresponding tax.

Preservation of the Tax-Free Status of Certain Aspects of the Spin-Off and Certain Related Transactions

We and FedEx intend for the Spin-Off, together with certain related transactions, to qualify for non-recognition of income, gain, and loss under Section 355 and related provisions of the Code.

FedEx received a legal opinion to the effect that the Spin-Off, together with certain related transactions, qualifies for non-recognition of income, gain, and loss under Section 355 and related provisions of the Code. In addition, FedEx received a legal opinion and the Private Letter Ruling from the IRS that the Spin-Off, together with certain related transactions, qualified for the non-recognition of income, gain, and loss under Section 355 and related provisions of the Code. In connection with the tax opinion and Private Letter Ruling, we and FedEx have made certain representations regarding the past and future conduct of our respective businesses and certain other matters.

Pursuant to the Tax Matters Agreement, we also agreed to certain covenants that contain restrictions intended to preserve the tax-free status of the Spin-Off and certain related transactions, including restrictions from taking or failing to take any action where such action or failure to act would be inconsistent with the Private Letter Ruling or the legal opinion. Generally, we are prohibited from taking any action, or failing to take any action, where such action or failure to act would reasonably be expected to adversely affect the tax-free status of these transactions, for all relevant time periods. In addition, during the time period ending two years after the date of the Spin-Off, these covenants include specific restrictions on our ability to:

• discontinue the active conduct of our trade or business or reduce the employee headcount of such trade or business by a certain threshold;

• issue or sell our stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements);

• amend our certificate of incorporation (or other organizational documents) or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of our common stock;

• sell or otherwise dispose of assets outside the ordinary course of business; and

• enter into any other transaction or series of transactions which would cause us to undergo a 50% or greater change in our stock ownership.

We may take certain actions prohibited by these covenants only if we obtain and provide to FedEx an opinion from a U.S. tax counsel or accountant of recognized national standing, in either case, that is acceptable to FedEx, to the effect that such action will not affect the tax-free status of the Spin-Off and certain related transactions, or if we obtain prior written consent of FedEx, in its sole and absolute discretion, waiving such requirement.

We also agreed to indemnify FedEx and its affiliates against any and all tax-related liabilities incurred by them relating to the Spin-Off and certain related transactions to the extent caused by an acquisition of our stock or assets or by any other action undertaken by us. This indemnification will apply even if such liabilities result from an action FedEx has permitted us to take that would otherwise have been prohibited under the tax-related covenants described above.

Term and Termination

There is no termination provision in the Tax Matters Agreement and, unless specifically stated otherwise, the parties’ respective rights, responsibilities, and obligations generally survive until the expiration of the relevant statute of limitations.

Employee Matters Agreement

In connection with the Spin-Off, we and FedEx entered into the Employee Matters Agreement. The Employee Matters Agreement addresses employment and employee compensation and benefits matters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information. The Employee Matters Agreement also addresses the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight current and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and former employees participate. This summary of the Employee Matters Agreement is subject to and qualified in its entirety by reference to the full text of the Employee Matters Agreement, which is included as an exhibit to this Annual Report.

-97-

Except as specifically provided in the Employee Matters Agreement, FedEx Freight generally is responsible for (i) employment-related liabilities (other than those related to FedEx compensation and benefit plans) associated with current and former FedEx Freight employees, irrespective of whether such liabilities arose prior to, on, or following the Spin-Off and (ii) employment-related liabilities arising following the Spin-Off associated with FedEx employees who transferred to FedEx Freight in connection with the Spin-Off. FedEx generally retained assets and liabilities under FedEx-sponsored employee compensation and benefits plans and FedEx Freight generally assumed assets and liabilities under FedEx Freight-sponsored employee compensation and benefits plans, provided that FedEx Freight assumed certain assets and liabilities related to periods of service prior to the Spin-Off under FedEx-sponsored employee compensation and benefits plans associated with FedEx Freight employees as well as FedEx employees that are transferred to FedEx Freight in connection with the Spin-Off.

Prior to or as of the Spin-Off (except as agreed in respect of temporary transition services or delayed transfer employees), FedEx Freight employees ceased active participation in FedEx compensation and benefit plans and began to participate in FedEx Freight compensation and benefit plans. In particular, FedEx Freight (i) established its own defined benefit pension plan and assumed the assets and liabilities from certain FedEx defined benefit pension plans as described in the Employee Matters Agreement, (ii) established a 401(k) savings plan for U.S. employees, which accepts direct rollovers of account balances from the FedEx 401(k) savings plan for any employees who elect such a rollover, and (iii) established its own nonqualified parity pension plan and assumed liabilities from FedEx’s nonqualified parity pension plan. The Employee Matters Agreement also addresses the liabilities and responsibilities related to annual cash bonus incentives, long-term cash bonus incentives, severance and vacation, retiree health, and paid time-off benefits.

Agreements Governing Intellectual Property

Intellectual Property Cross-License Agreement

In connection with the Spin-Off, we and FedEx, Federal Express, and FedEx Dataworks entered into the Intellectual Property Cross-License Agreement. Pursuant to the Intellectual Property Cross-License Agreement, each of FedEx, Federal Express, and FedEx Dataworks, on the one hand, and FedEx Freight, on the other hand, grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual Property Cross-License Agreement will remain in effect on a licensed-patent-by-licensed-patent and licensed-copyright-by-licensed-copyright basis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity. The Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either party without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale, separation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee to which the Intellectual Property Cross-License Agreement relates. This summary of the Intellectual Property Cross-License Agreement is subject to and qualified in its entirety by reference to the full text of the Intellectual Property Cross-License Agreement, which is included as an exhibit to this Annual Report.

Trademark License Agreement

In connection with the Spin-Off, we and Federal Express entered into the Trademark License Agreement. The Trademark License Agreement provides FedEx Freight with a license to continue to use certain names, trademarks, and brands owned by Federal Express, including the “FedEx Freight” name and mark, in connection with the FedEx Freight business as conducted prior to the Spin-Off in the United States, Canada, and Mexico. The license granted to us under the Trademark License Agreement is for an initial term of five years from the effective date of the Spin-Off, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the other with notice of its election not to renew, and is not otherwise terminable by Federal Express other than in connection with a material uncured breach by FedEx Freight, bankruptcy of FedEx Freight, or a change of control of FedEx Freight. This summary of the Trademark License Agreement is subject to and qualified in its entirety by reference to the full text of the Trademark License Agreement, which is included as an exhibit to this Annual Report.

Stockholder and Registration Rights Agreement

In connection with the Spin-Off, we and FedEx entered into a stockholder and registration rights agreement (the “Stockholder and Registration Rights Agreement”), pursuant to which we agree that, upon the request of FedEx, we will use our reasonable best efforts to effect the registration under applicable federal and state securities laws of any shares of our common stock retained by FedEx. In addition, FedEx agreed to vote any shares of our common stock that it retains immediately after the separation in proportion to the votes cast by our other stockholders. In connection with the Stockholder and Registration Rights Agreement, FedEx granted us a proxy to vote its shares of our common stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such share from FedEx to a person other than FedEx, and neither the Stockholder and Registration Rights Agreement nor the proxy limits or prohibits any such sale or transfer. This summary of the Stockholder and Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Stockholder and Registration Rights Agreement, which is included as an exhibit to this Annual Report.

Director Independence

The Board has reviewed the independence of each director. Based on information provided by each director concerning such director’s background, employment, and affiliations, the Board has determined that each of Messrs. Davis, Frieson, Gorman, and Sauerland and Mses. Miller and Salcido do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and meet the independence requirements set forth by the listing standards of the NYSE, such that a majority of our directors are independent. The Board has determined that each member of the Audit Committee, HRCC, and Governance Committee is independent. Under the Board’s standards of director independence, which are included in the Corporate

-98-

Governance Guidelines, a director will be considered independent only if the Board affirmatively determines that such director has no direct or indirect material relationship with FedEx Freight, other than as a Board member. In making its independence determinations, the Board broadly considers all relevant facts and circumstances. The Board assumes that each of the following relationships with FedEx Freight is not a “material relationship” and therefore will not, by itself, prevent a Board member from being considered “independent”:

• Prior Employment of Director. The Board member was employed by FedEx Freight or was personally working on FedEx Freight’s audit as an employee or partner of FedEx Freight’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.

• Prior Employment of Immediate Family Member. An immediate family member was an officer of FedEx Freight or was personally working on FedEx Freight’s audit as an employee or partner of FedEx Freight’s independent auditor, and over five years have passed since such employment, partner, or auditing relationship ended.

• Current Employment of Immediate Family Member. An immediate family member is employed by FedEx Freight in a non-officer position, or by FedEx Freight’s independent auditor not as a partner and not personally working on FedEx Freight’s audit.

• Interlocking Directorships. An executive officer of FedEx Freight served on the board of directors of a company that employed the Board member or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.

• Transactions and Business Relationships. The Board member or an immediate family member is a partner, greater than 10% stockholder, director, or officer of a company that makes or has made payments to, or receives or has received payments (other than contributions, if the company is a tax-exempt organization) from, FedEx Freight for property or services, and the amount of such payments has not within any of such other company’s three most recently completed fiscal years exceeded one percent (1%) (or $1 million, whichever is greater) of such other company’s consolidated gross revenues for such year.

• Indebtedness. The Board member or an immediate family member is a partner, greater than 10% stockholder, director, or officer of a company that is indebted to FedEx Freight or to which FedEx Freight is indebted, and the aggregate amount of such debt is less than one percent (1%) (or $1 million, whichever is greater) of the total consolidated assets of the indebted company.

• Charitable Contributions. The Board member is a trustee, fiduciary, director, or officer of a tax-exempt organization to which FedEx Freight contributes, and the contributions to such organization by FedEx Freight have not within any of such organization’s three most recently completed fiscal years exceeded one percent (1%) (or $250,000, whichever is greater) of such organization’s consolidated gross revenues for such year.

Audit Fees and Related Disclosures for Accounting Services

Ernst & Young LLP (“Ernst & Young”) audited our consolidated financial statements included in this Annual Report and has served as our independent auditor since 2025. For the fiscal years ended May 31, 2026 and May 31, 2025, we did not incur any fees for professional services to Ernst & Young. Prior to the Spin-Off, FedEx paid all audit, audit-related, tax, and other fees related to FedEx Freight’s business.

Preapproval of Audit and Non-Audit Services

All of the fees for services Ernst & Young provided to FedEx Freight during the fiscal years ended May 31, 2026 and May 31, 2025 were preapproved by FedEx’s Audit and Finance Committee in accordance with FedEx’s Policy on Engagement of Independent Auditor. Following the Spin-Off, the FedEx Freight Audit Committee adopted the FedEx Freight Auditor Engagement Policy (the “Auditor Engagement Policy”). Pursuant to the Auditor Engagement Policy, the Audit Committee preapproves all audit services and non-audit services to be provided to FedEx Freight by its independent registered public accounting firm. The Audit Committee may delegate to one or more of its members the authority to grant the required approvals, provided that any exercise of such authority is reported at the next Audit Committee meeting.

The Audit Committee may preapprove for up to one year in advance the provision of particular types of permissible routine and recurring audit-related, tax, and other non-audit services, in each case described in reasonable detail and subject to a specific annual monetary limit also approved by the Audit Committee. The Audit Committee must be informed about each such service that is actually provided. In cases where a service is not covered by one of those approvals, the service must be specifically preapproved by the Audit Committee no earlier than one year prior to the commencement of the service.

Each audit or non-audit service that is approved by the Audit Committee (excluding tax services performed in the ordinary course of FedEx Freight’s business and excluding other services for which the aggregate fees are expected to be less than $50,000) will be reflected in a written engagement letter or writing specifying the services to be performed and the cost of such services, which will be signed by either a member of the Audit Committee or by an officer of FedEx Freight authorized by the Audit Committee to sign on behalf of FedEx Freight.

-99-

The Audit Committee will not approve or pre-concur any prohibited non-audit service or any non-audit service that individually or in the aggregate may impair, in the Audit Committee’s opinion, the independence of the independent registered public accounting firm.

In addition, the policy provides that FedEx Freight’s independent registered public accounting firm may not provide any services, including financial counseling and tax services, to any FedEx Freight officer or FedEx Freight managing director (or its equivalent) in the Finance department or to any immediate family member of any such person. The Auditor Engagement Policy is available under the Governance heading of our website at ir.fedexfreight.com.

Pursuant to FedEx Freight’s Policy on Hiring Certain Employees and Partners of the Independent Auditor, FedEx Freight will not hire a person who is concurrently a partner or other professional employee of the independent registered public accounting firm or, in certain cases, an immediate family member of such a person. Additionally, FedEx Freight will not hire a former partner or professional employee of the independent registered public accounting firm in an accounting role or a financial reporting oversight role if he or she remains in a position to influence the independent registered public accounting firm’s operations or policies, has capital balances in the independent registered public accounting firm, or maintains certain other financial arrangements with the independent registered public accounting firm. FedEx Freight will not hire a former member of the independent registered public accounting firm’s audit engagement team (with certain exceptions) in a financial reporting oversight role without waiting for a required “cooling-off” period to elapse.

FedEx Freight’s Executive Vice President — Chief Financial Officer must preapprove any hire who was employed during the preceding three years by the independent registered public accounting firm, and report at least annually all such hires to the Audit Committee.

-100-

PART IV

(a)(1) and (2) Financial Statements; Financial Statement Schedules

FedEx Freight’s consolidated financial statements, together with the notes thereto and the report of Ernst & Young LLP dated August 5, 2026 thereon, are presented in Item 8. “Financial Statements and Supplementary Data” of this Annual Report. All other financial statement schedules have been omitted because they are not applicable or the required information is included in FedEx Freight’s consolidated financial statements or the notes thereto.

(a)(3) Exhibits

-101-

-102-

• Filed herewith.

† Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. FedEx Freight will furnish supplementally copies of such attachments to the SEC or its staff upon request.

None.

-103-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Power of Attorney. KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John A. Smith, Marshall W. Witt, and Guy M. Erwin II, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

-104-

-105-