FALSE000208224700020822472026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2026

FedEx Freight Holding Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 001-43059

Delaware						39-3560171
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
8285 Tournament Drive						38125
Memphis, Tennessee						(ZIP code)
(Address of principal executive offices)
(901) 560-0784
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, par value $0.10 per share			FDXF			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

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EXPLANATORY NOTE

The information in this Report, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 2. FINANCIAL INFORMATION.

Item 2.02. Results of Operations and Financial Condition.

Following its spin-off from FedEx Corporation into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”), FedEx Freight Holding Company, Inc. (“FedEx Freight”) has changed its fiscal year-end from May 31 to December 31.

Following the Spin-Off, FedEx Freight is also revising the presentation of certain income statement line items. Costs previously reported within “Fuel,” “Rentals,” and “Maintenance and repairs,” and certain costs previously reported within “Other,” will be aggregated and presented within “Operating supplies and expenses.” In addition, the remaining amounts previously included within “Other” will be presented separately as “Insurance and claims” and “Operating taxes and licenses,” respectively. These changes will have no impact on previously reported total revenue, total operating expenses, operating income, net income, or earnings per share.

Attached as Exhibit 99.1 and incorporated herein by reference are unaudited, recast full-year and quarterly financial and operating results of FedEx Freight for the calendar years ended December 31, 2025 and December 31, 2024 to reflect this presentation. The recast financial information furnished in Exhibit 99.1 has been derived from previously issued historical financial statements and does not represent a restatement or reissuance of those financial statements. This historical information may not be indicative of what would have been realized had FedEx Freight been an independent standalone entity for the periods presented and is not necessarily indicative of FedEx Freight’s future results of operations, comprehensive income, financial position, or cash flows.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Unaudited historical financial and operating results.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FEDEX FREIGHT HOLDING COMPANY, INC.

Date: August 6, 2026

By:

/s/ Guy M. Erwin II

Guy M. Erwin II

Senior Vice President and Chief Accounting Officer

1

Exhibit 99.1

FEDEX FREIGHT HOLDING COMPANY, INC.

ANNUAL CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

	Twelve Months Ended December 31,
	2025		2024
Revenue	$8,778		$9,092
Operating expenses:
Salaries, wages, and benefits	4,206		4,153
Operating supplies and expenses	1,845		1,881
Purchased transportation	803		820
Depreciation and amortization	472		494
Insurance and claims	155		150
Operating taxes and licenses	69		62
Separation and other	206		—
Total operating expenses	7,756		7,560
Operating income	1,022		1,532
Other income:
Related party interest income	373		379
Other, net	9		6
Total other income	382		385
Income before income taxes	1,404		1,917
Provision for income taxes	345		477
Net income	$1,059		$1,440
Earnings per share:
Basic	$7.08		$9.63
Diluted	$7.08		$9.63
Weighted-average shares outstanding:
Basic(1)	149,505,248		149,505,248
Diluted(1)	149,505,248		149,505,248

(1)	Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization.

2

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

	Three Months Ended
	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025
Revenue	$2,162		$2,289		$2,259		$2,068
Operating expenses:
Salaries, wages, and benefits	1,009		1,050		1,084		1,063
Operating supplies and expenses	460		450		471		464
Purchased transportation	206		201		200		196
Depreciation and amortization	124		98		125		125
Insurance and claims	36		37		42		40
Operating taxes and licenses	17		17		17		18
Separation and other	—		—		30		176
Total operating expenses	1,852		1,853		1,969		2,082
Operating income	310		436		290		(14)
Other income:
Related party interest income	90		94		98		91
Other, net	5		(1)		3		2
Total other income	95		93		101		93
Income before income taxes	405		529		391		79
Provision for income taxes	90		135		100		20
Net income	$315		$394		$291		$59
Earnings per share:
Basic	$2.11		$2.63		$1.95		$0.39
Diluted	$2.11		$2.63		$1.95		$0.39
Weighted-average shares outstanding:
Basic(1)	149,505,248		149,505,248		149,505,248		149,505,248
Diluted(1)	149,505,248		149,505,248		149,505,248		149,505,248

(1)	Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization.

3

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

	Three Months Ended
	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024
Revenue	$2,292		$2,355		$2,313		$2,132
Operating expenses:
Salaries, wages, and benefits	1,016		1,035		1,058		1,044
Operating supplies and expenses	471		481		473		456
Purchased transportation	216		205		200		199
Depreciation and amortization	118		126		125		125
Insurance and claims	34		48		31		37
Operating taxes and licenses	16		13		17		16
Separation and other	—		—		—		—
Total operating expenses	1,871		1,908		1,904		1,877
Operating income	421		447		409		255
Other income:
Related party interest income	84		91		105		99
Other, net	—		(1)		5		2
Total other income	84		90		110		101
Income before income taxes	505		537		519		356
Provision for income taxes	129		132		128		88
Net income	$376		$405		$391		$268
Earnings per share:
Basic	$2.51		$2.71		$2.62		$1.79
Diluted	$2.51		$2.71		$2.62		$1.79
Weighted-average shares outstanding:
Basic(1)	149,505,248		149,505,248		149,505,248		149,505,248
Diluted(1)	149,505,248		149,505,248		149,505,248		149,505,248

(1)	Prior to the Spin-Off, the Company effected a recapitalization whereby its 100 issued and outstanding shares of common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share amounts presented herein have been retrospectively adjusted to reflect this recapitalization.

4

FEDEX FREIGHT HOLDING COMPANY, INC.

ANNUAL OPERATING STATISTICS

(Unaudited)

	Twelve Months Ended December 31,
	2025		2024
Operating Statistics
Operating days	253		254
Total shipments	22,362,881		23,071,534
Total tonnage	10,309,718		10,712,940
Tonnage per day	40,750		42,177
Average daily shipments:
Priority	60,784		62,249
Economy	27,607		28,584
Total average daily shipments	88,391		90,833
Weight per shipment (pounds):
Priority	933		955
Economy	897		870
Composite weight per shipment	922		929
Average length of haul (miles):
Priority	920		921
Economy	1,163		1,157
Composite average length of haul	994		990
Yield Statistics
Revenue per shipment:
Priority	$359.77		$361.48
Economy	407.09		407.58
Composite revenue per shipment	$374.55		$375.99
Revenue per shipment (excluding fuel surcharges):
Priority	$301.99		$302.02
Economy	340.91		339.43
Composite revenue per shipment (excluding fuel surcharges)	$314.15		$313.80
Revenue per hundredweight:
Priority	$38.54		$37.83
Economy	45.39		46.83
Composite revenue per hundredweight	$40.62		$40.49
Revenue per hundredweight (excluding fuel surcharges):
Priority	$32.35		$31.61
Economy	38.01		39.00
Composite revenue per hundredweight (excluding fuel surcharges)	$34.07		$33.79

See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.

5

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY OPERATING STATISTICS

(Unaudited)

	Three Months Ended
	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025
Operating Statistics
Operating days	63		64		64		62
Total shipments	5,546,266		5,884,673		5,741,922		5,190,020
Total tonnage	2,555,099		2,706,492		2,658,064		2,390,063
Tonnage per day	40,557		42,289		41,532		38,549
Average daily shipments:
Priority	60,350		63,352		61,763		57,561
Economy	27,686		28,596		27,954		26,149
Total average daily shipments	88,036		91,948		89,717		83,710
Weight per shipment (pounds):
Priority	938		936		931		928
Economy	884		885		914		906
Composite weight per shipment	921		920		926		921
Average length of haul (miles):
Priority	922		918		920		919
Economy	1,162		1,160		1,161		1,169
Composite average length of haul	994		990		994		996
Yield Statistics
Revenue per shipment:
Priority	$357.21		$356.95		$361.80		$363.45
Economy	404.35		405.58		408.09		410.62
Composite revenue per shipment	$372.03		$372.07		$376.23		$378.19
Revenue per shipment (excluding fuel surcharges):
Priority	$301.26		$301.99		$301.43		$303.39
Economy	339.20		342.02		339.69		342.85
Composite revenue per shipment (excluding fuel surcharges)	$313.19		$314.44		$313.35		$315.72
Revenue per hundredweight:
Priority	$38.06		$38.14		$38.85		$39.17
Economy	45.73		45.85		44.66		45.32
Composite revenue per hundredweight	$40.38		$40.45		$40.64		$41.06
Revenue per hundredweight (excluding fuel surcharges):
Priority	$32.10		$32.27		$32.37		$32.70
Economy	38.36		38.67		37.18		37.84
Composite revenue per hundredweight (excluding fuel surcharges)	$33.99		$34.18		$33.84		$34.28

See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.

6

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY OPERATING STATISTICS

(Unaudited)

	Three Months Ended
	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024
Operating Statistics
Operating days	64		64		64		62
Total shipments	5,759,952		5,999,831		5,882,888		5,428,863
Total tonnage	2,718,977		2,807,776		2,707,319		2,478,868
Tonnage per day	42,484		43,872		42,302		39,982
Average daily shipments:
Priority	61,921		64,002		62,868		60,141
Economy	28,078		29,746		29,052		27,421
Total average daily shipments	89,999		93,748		91,920		87,562
Weight per shipment (pounds):
Priority	973		968		948		932
Economy	881		867		862		872
Composite weight per shipment	944		936		920		913
Average length of haul (miles):
Priority	917		917		922		927
Economy	1,150		1,149		1,160		1,169
Composite average length of haul	985		985		992		1,000
Yield Statistics
Revenue per shipment:
Priority	$365.63		$362.26		$361.11		$356.63
Economy	413.53		403.51		407.50		405.93
Composite revenue per shipment	$380.57		$375.35		$375.77		$372.07
Revenue per shipment (excluding fuel surcharges):
Priority	$302.42		$301.54		$303.12		$300.96
Economy	340.95		334.60		341.15		341.37
Composite revenue per shipment (excluding fuel surcharges)	$314.44		$312.03		$315.14		$313.61
Revenue per hundredweight:
Priority	$37.59		$37.42		$38.11		$38.27
Economy	46.92		46.55		47.29		46.53
Composite revenue per hundredweight	$40.31		$40.10		$40.83		$40.74
Revenue per hundredweight (excluding fuel surcharges):
Priority	$31.10		$31.15		$31.99		$32.30
Economy	38.69		38.60		39.59		39.13
Composite revenue per hundredweight (excluding fuel surcharges)	$33.31		$33.34		$34.24		$34.34

See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.

7

FEDEX FREIGHT HOLDING COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)

	December 31, 2025		December 31, 2024
ASSETS
CURRENT ASSETS
Cash	$100		$76
Receivables, less allowances	979		122
Prepaid expenses and other	76		65
Total current assets	1,155		263
PROPERTY AND EQUIPMENT, AT COST
Vehicles and trailers	3,948		4,016
Facilities and other	1,562		1,411
Ground support and dock equipment	644		600
Information technology	415		421
Total property and equipment, at cost	6,569		6,448
Less accumulated depreciation and amortization	3,749		3,713
Net property and equipment	2,820		2,735
OTHER LONG-TERM ASSETS
Operating lease right-of-use assets, net	1,404		1,428
Goodwill	602		602
Other assets	7		4
Total other long-term assets	2,013		2,034
TOTAL ASSETS	$5,988		$5,032
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current portion of long-term debt	$28		$1
Accrued salaries and employee benefits	247		226
Accounts payable	123		134
Due to Parent, net	1,324		727
Operating lease liabilities	174		171
Accrued expenses	253		208
Total current liabilities	2,149		1,467
LONG-TERM LIABILITIES
Long-term debt, less current portion	147		38
Deferred income taxes	174		272
Self-insurance accruals	319		289
Operating lease liabilities	1,242		1,263
Other liabilities	57		47
Total long-term liabilities	1,939		1,909
CONTINGENCIES
EQUITY
Common stock	—		—
Additional paid-in capital	—		—
Retained earnings	1,903		1,670
Accumulated other comprehensive loss	(3)		(14)
Total equity	1,900		1,656
TOTAL LIABILITIES AND EQUITY	$5,988		$5,032

8

Non-GAAP Financial Measures

FedEx Freight reports its financial results in accordance with accounting principles generally accepted in the United States

(“GAAP”). In addition to the financial information presented herein in accordance with GAAP, FedEx Freight presents

certain non-GAAP financial measures, including revenue per shipment excluding fuel surcharges and revenue per

hundredweight excluding fuel surcharges.

These measures exclude fuel surcharge revenue which is largely driven by fluctuations in fuel prices and may obscure

underlying pricing trends. Management believes these supplemental measures provide investors with useful information

regarding underlying yield performance and facilitate meaningful comparisons of pricing trends between periods by

removing the impact of fluctuations in fuel surcharge revenue. Management uses these non-GAAP financial measures in

making financial, operating, and planning decisions and evaluating the company’s ongoing performance.

These non-GAAP financial measures are intended to supplement, and should be read together with, FedEx Freight’s

GAAP results. These supplemental non-GAAP financial measures should not be considered a substitute for, or superior

to, the most directly comparable GAAP measures. Because non-GAAP measures are not standardized, they may not be

comparable to similarly titled measures presented by other companies. As required by Securities and Exchange

Commission rules, reconciliations of the supplemental non-GAAP financial measures to the most directly comparable

GAAP measures are presented below.

Revenue per Shipment Full-Year Results	Twelve Months Ended December 31,
	2025		2024
Priority revenue per shipment (GAAP)	$359.77		$361.48
Fuel	57.78		59.46
Priority revenue per shipment, excluding fuel surcharges (non-GAAP)	$301.99		$302.02
Economy revenue per shipment (GAAP)	$407.09		$407.58
Fuel	66.18		68.15
Economy revenue per shipment, excluding fuel surcharges (non-GAAP)	$340.91		$339.43
Composite revenue per shipment (GAAP)	$374.55		$375.99
Fuel	60.40		62.19
Composite revenue per shipment, excluding fuel surcharges (non-GAAP)	$314.15		$313.80

Revenue per Shipment 2025 Quarterly Results	Three Months Ended
	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025
Priority revenue per shipment (GAAP)	$357.21		$356.95		$361.80		$363.45
Fuel	55.95		54.96		60.37		60.06
Priority revenue per shipment, excluding fuel surcharges (non-GAAP)	$301.26		$301.99		$301.43		$303.39
Economy revenue per shipment (GAAP)	$404.35		$405.58		$408.09		$410.62
Fuel	65.15		63.56		68.40		67.77
Economy revenue per shipment, excluding fuel surcharges (non-GAAP)	$339.20		$342.02		$339.69		$342.85
Composite revenue per shipment (GAAP)	$372.03		$372.07		$376.23		$378.19
Fuel	58.84		57.63		62.88		62.47
Composite revenue per shipment, excluding fuel surcharges (non- GAAP)	$313.19		$314.44		$313.35		$315.72

9

Revenue per Shipment 2024 Quarterly Results	Three Months Ended
	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024
Priority revenue per shipment (GAAP)	$365.63		$362.26		$361.11		$356.63
Fuel	63.21		60.72		57.99		55.67
Priority revenue per shipment, excluding fuel surcharges (non-GAAP)	$302.42		$301.54		$303.12		$300.96
Economy revenue per shipment (GAAP)	$413.53		$403.51		$407.50		$405.93
Fuel	72.58		68.91		66.35		64.56
Economy revenue per shipment, excluding fuel surcharges (non-GAAP)	$340.95		$334.60		$341.15		$341.37
Composite revenue per shipment (GAAP)	$380.57		$375.35		$375.77		$372.07
Fuel	66.13		63.32		60.63		58.46
Composite revenue per shipment, excluding fuel surcharges (non- GAAP)	$314.44		$312.03		$315.14		$313.61

Revenue per Hundredweight Full-Year Results	Twelve Months Ended December 31,
	2025		2024
Priority revenue per hundredweight (GAAP)	$38.54		$37.83
Fuel	6.19		6.22
Priority revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$32.35		$31.61
Economy revenue per hundredweight (GAAP)	$45.39		$46.83
Fuel	7.38		7.83
Economy revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$38.01		$39.00
Composite revenue per hundredweight (GAAP)	$40.62		$40.49
Fuel	6.55		6.70
Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP)	$34.07		$33.79

Revenue per Hundredweight 2025 Quarterly Results	Three Months Ended
	March 31, 2025		June 30, 2025		September 30, 2025		December 31, 2025
Priority revenue per hundredweight (GAAP)	$38.06		$38.14		$38.85		$39.17
Fuel	5.96		5.87		6.48		6.47
Priority revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$32.10		$32.27		$32.37		$32.70
Economy revenue per hundredweight (GAAP)	$45.73		$45.85		$44.66		$45.32
Fuel	7.37		7.18		7.48		7.48
Economy revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$38.36		$38.67		$37.18		$37.84
Composite revenue per hundredweight (GAAP)	$40.38		$40.45		$40.64		$41.06
Fuel	6.39		6.27		6.80		6.78
Composite revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$33.99		$34.18		$33.84		$34.28

10

Revenue per Hundredweight 2024 Quarterly Results	Three Months Ended
	March 31, 2024		June 30, 2024		September 30, 2024		December 31, 2024
Priority revenue per hundredweight (GAAP)	$37.59		$37.42		$38.11		$38.27
Fuel	6.49		6.27		6.12		5.97
Priority revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$31.10		$31.15		$31.99		$32.30
Economy revenue per hundredweight (GAAP)	$46.92		$46.55		$47.29		$46.53
Fuel	8.23		7.95		7.70		7.40
Economy revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$38.69		$38.60		$39.59		$39.13
Composite revenue per hundredweight (GAAP)	$40.31		$40.10		$40.83		$40.74
Fuel	7.00		6.76		6.59		6.40
Composite revenue per hundredweight, excluding fuel surcharges (non- GAAP)	$33.31		$33.34		$34.24		$34.34