FedEx Advances FedEx Freight Spin-Off

FedEx Corp. has taken a formal step toward separating its less-than-truckload (LTL) business, announcing the filing of a Form 10 registration statement with the US Securities and Exchange Commission (SEC) for the planned spin-off of FedEx Freight. The company says the separation remains on track for completion on June 1, 2026, subject to final approval by the FedEx board and other customary conditions. 

In its announcement, FedEx positioned the move as the creation of “two world-class companies,” with FedEx Freight set to launch as a focused, standalone LTL operator. FedEx says FedEx Freight will be the largest North American LTL carrier, highlighting its network scale and service profile, while management emphasized a strategy built around high-growth verticals, technology and infrastructure investment, and continued efficiency initiatives.

The Form 10 is an SEC registration statement that makes the spin-off a standalone public company by registering its shares and detailing its business, financials, risks, and governance.

As part of the planned listing, FedEx says FedEx Freight’s common stock is expected to trade on the New York Stock Exchange under the ticker “FDXF.” The company also says the transaction is intended to be tax-free for US federal income tax purposes for FedEx and FedEx stockholders, except for any cash received in lieu of fractional shares.

FedEx also set an Investor Day for April 8, 2026, in New York City, where the future FedEx Freight leadership team plans to outline the unit’s business profile and value-creation strategy. A webcast and materials are expected to be made available through FedEx’s investor relations channels.

In a separate announcement tied to the spin-off process, FedEx named a 10-member board of directors for the future independent FedEx Freight. FedEx says Brad Martin, Executive Chairman of the Board, FedEx Corp., will serve as chairman of the FedEx Freight board.

Financing Steps Disclosed in SEC Filing

Separately, an SEC filing referenced in the materials outlines financing arrangements made in contemplation of the spin-off. The filing describes FedEx Freight entering into a five-year revolving credit facility totaling US$1.2 billion (including a letter-of-credit subfacility of up to US$50 million) and a three-year delayed-draw term loan facility of US$600 million.

The filing also summarizes key terms, including that borrowings under the revolving facility are conditioned on consummation of the spin-off, and that the term loan facility’s funding is tied to the expected timing of the separation. Interest on borrowings is described as based on either a base rate or a benchmark rate initially tied to the term SOFR, with margins that vary based on credit rating.

FedEx says Goldman Sachs & Co. LLC is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel in connection with the planned transaction.

While FedEx stressed that the Form 10 remains subject to updates before becoming effective, the company framed the filing and board appointments as key execution milestones ahead of the targeted June 1, 2026 separation date, setting the stage for additional disclosures as FedEx Freight prepares to operate as an independent, publicly traded LTL carrier.