Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Copy as markdown (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
Exhibit Number Description of Exhibit Separation and Distribution Agreement †2.1 S eparation and Distribution Agreement, effective as of May 28, 2026, by and between FedEx and FedEx Freight . ( Fi led as Exhibit 2.1 to FedEx Freight's Current Re port on Form 8-K dated and filed June 1, 2026, and incor porated herein by reference.) Certificate of Incorporation and Bylaws 3.1 Amended and Restated Certificate of Incorporation of Fed Ex Freight . ( Filed as Exhibit 3.2 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) 3.2 Amended and Restated Bylaws of FedEx Freight . (Filed as Exhibit 3. 3 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) Long-Term Debt Instruments *4.1 Description of Capital Stock. 4.2 Indenture, dated as of February 5, 2026, by and among FedEx Freight , FedEx Freight, Inc., and Regions Bank, as trustee. (Filed as Exhibit 4 . 1 to Amendment No. 1 to FedEx Freight's Registration Statement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) 4.3 Registration Rights Agreement, dated as of February 5, 2026, by and among FedEx Frei ght , each guarantor party thereto, and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC as representatives of the several initial purchasers thereto. (Filed as Exhibit 4 .2 t o Amendmen t No. 1 to FedEx Freight's Re gistration Statement on Form 10 dated and fi led April 10, 2026 , and incorporated herein by reference .) 4.4 Guarantee Agreement, dated as of February 5, 2026, by and among FedEx Frei ght , FedEx , and Regions Bank, as trustee. (Filed as Exhibit 4. 3 to Amendment No. 1 to FedEx Freight's Registration S tatement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) 4.5 Form of 4.300% Senior Note due 2029 (included in Exhibit 4. 2 ). (Filed as Exhibit 4. 4 to Amendment No. 1 to FedEx Freight's Registration Statement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) 4.6 Form of 4.650% Senior Note due 2031 (included in Exhibit 4. 2 ). (Filed as Exhibit 4. 5 to Amendment No. 1 t o FedEx Freight's Registration Statement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) 4.7 Form of 4.950% Senior Note due 2033 (included in Exhibit 4. 2 ). (Filed as Exhibit 4. 6 to Amendment No . 1 t o FedEx Freight's Registration Statement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) 4.8 Form of 5.250% Senior Note due 2036 (included in Exhibit 4. 2 ). (Filed as Exhibit 4. 7 to Amendment No. 1 to FedEx Freight's Registration Statement on Form 10 dated and filed April 10 , 2026, and incorporated herein by reference.) Spin-Off Agreements †10.1 Transition Services Agreement , effective as of May 31, 2026, by and between FedEx and FedEx Freight . (Filed as Exhibit 10.1 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) †10.2 Tax Matters Agreement, effective as of May 31, 2026, by and between FedEx and FedEx Fre ight . (Filed as Exhibit 10. 2 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.)
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Exhibit Number Description of Exhibit †10.3 Employee Matters Agreement, effective as of May 31, 2026, by and between FedEx and FedEx Freight . (Filed as Exhibit 10. 3 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) †10.4 Intellectual Property Cross-License Agreement, effective as of May 31, 2026, by and among FedEx , Federal Express Corporation, FedEx Dataworks, Inc., and FDXF Holding Corporation. (Filed as Exhibit 10. 4 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) †10.5 Trademark License Agreement, effective as of May 31, 2026, by and between Federal Express Corporation and FDXF Holding Corporation. (Filed as Exhibit 10. 5 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) †10.6 Stockholder and Registration Rights Agreement, effective as of May 31, 2026, by and between FedEx and FedEx Freight . (Filed as Exhibit 10. 6 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) Financing Agreements †10.7 Delayed Draw Term Loan Agreement, dated as of January 15, 2026, by and among FedEx Freight , as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent . ( Filed as Exhibit 10.7 to FedEx Freight's Reg istration Statement on Form 1 0 dated and filed January 16 , 2026, and incorporated herein by reference .) †10.8 Revolving Credit Agreement, dated as of January 15, 2026, by and among FedEx Freight , as borrower, the lenders party thereto, the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. (Filed as Exhibit 10. 8 to FedEx Freight's Registration Statement on Form 10 dated and filed January 16 , 2026, and incorporated herein by reference.) Management Contracts/Compensatory Plans or Arrangements 10.9 FedEx Freight 2026 Omnibus Stock Incentive Plan. (Filed as Exhibit 10.8 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) *10.10 Form of Restricted Stock Unit Agreement Pursuant to the FedEx Freight 2026 Omnibus Stock Incentive Plan. †*10.11 Form of Performance Stock Unit Agreement Pursuant to the FedEx Freight 2026 Omnibus Stock Incentive Plan. *10.12 FedEx Freight Policy Regarding Treatment of Equity-Based Awards Upon Retirement. 10.13 Form of Restricted Stock Unit Agreement for Non-Management Directors Pursuant to the FedEx Freight 2026 Omnibus Stock Incentive Plan. (Filed as Exhibit 10.7 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) 10.14 FedEx Freight 2026 Employee Stock Purchase Plan . (Filed as Exhibit 10. 9 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) 10.15 FedEx Freight Retirement Parity Pension Plan . (Filed as Exhibit 10. 10 to FedEx Freight's Current Report on Form 8-K dated and filed June 1, 2026, and incorporated herein by reference.) 10.16 O ffer Letter for Marshall W. Witt. (Filed as Exhibit 10.11 to FedEx Fre ight 's Registration Statement on Form 10 dated and filed January 16 , 2026 , and incorporated herein by reference .) Other Exhibits *19 FedEx Freight Securities Manual , dated as of June 1, 2026 . *21 Subsidiaries of the Registrant. *23 Consent of Independent Registered Public Accounting Firm. *24 Powers of Attorney (presented on the signature pages of this Annual Report). *31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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† 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.
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