Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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:


Plan Category	Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights(1)	Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights	Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by stockholders	–	–	–
Equity compensation plans not approved by stockholders	–	–	–
Total	–	–	–

(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.


	Shares(1)	Option Shares(2)	Percentage of Class(3)
Directors and Named Executive Officers:
R. Brad Martin	45,439(4)	–	*
John A. Smith	16,517(5)	219,635	*
Jeffrey A. Davis	–	–	*
Donald E. Frieson	–	–	*
Stephen E. Gorman	2,650	–	*
Robert A. King	8,189	–	*
Cindy J. Miller	–	–	*
Amy J. Salcido	367	–	*
John P. Sauerland	734	–	*
Samantha M. Smith	123,863(6)	–	*
Clement Edward Klank III	5,028	27,091	*
Clinton D. McCoy	1,770	4,599	*
Michael Rodgers	497(7)	1,220	*
Marshall W. Witt	986	–	*
All of our directors and executive officers as a group (15 persons)	206,620	256,672	*

*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.

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(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.


	Shares	Percentage of Class(1)
Significant Stockholders:
FedEx Corporation 942 South Shady Grove Road Memphis, TN 38120	29,751,545(2)	19.9	%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	8,346,293(3)	5.6	%
Vanguard Capital Management 100 Vanguard Blvd. Malvern, PA 19355	8,194,621(4)	5.5	%

(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.

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