Form 8-K

8-K — FedEx Freight Holding Company, Inc.

Accession: 0001104659-26-078270

Filed: 2026-06-26

Period: 2026-06-24

CIK: 0002082247

SIC: 4513 (AIR COURIER SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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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): June 24, 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

incorporation or organization)

(I.R.S. Employer

Identification No.)

8285

Tournament Drive

Memphis,

Tennessee

38125

(Address of principal

executive offices)

(ZIP Code)

Registrant’s

telephone number, including area code: (901)

560-0784

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. ¨

Item 5.02. Departure of Directors

or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 24, 2026, the Human

Resources and Compensation Committee (the “HRCC”) of the Board of Directors of FedEx Freight Holding Company, Inc. (the

“Company”) approved the following executive compensation-related matters:

TY26 AIC

Plan

The HRCC approved an annual cash incentive

compensation plan (the “TY26 AIC Plan”) for the transition year June 1 to December 31, 2026 (“TY26”).

The performance measure for all participants in the TY26 AIC Plan is adjusted consolidated operating income, with the HRCC to approve

any adjustments to the Company’s consolidated operating income following the end of TY26.

The threshold, target, and maximum objectives

of the TY26 AIC Plan are specified levels of adjusted operating income. Actual adjusted operating income performance below the threshold

objective for executive officers will result in no payout under the TY26 AIC Plan. Actual adjusted operating income performance exceeding

the target objective under the TY26 AIC Plan will result in an above-target payout, up to the maximum payout of 200% of the target amount.

Prorated payouts will be made in the event of a participant’s retirement after attaining age 60, death, or disability during TY26.

The target payouts for the Company’s

executive officers under the TY26 AIC Plan as a percentage of their respective annual base salary rate (as in effect at the end of TY26)

prorated for TY26 are as follows:

Name

Target

Payout

(as a percentage of annual base salary rate

prorated for TY26)

John A. Smith

President and Chief Executive

Officer

175

Clement Edward Klank III

Executive Vice President

– Chief Human Resources and Legal Officer

100

Michael B. Lyons

Executive Vice President

– Chief Specialized Services and Commercial Officer

100

Clinton D. McCoy

Executive Vice President

– Chief Operating Officer

100

Michael Rodgers

Executive Vice President

– Chief Technology Officer

100

Marshall W. Witt

Executive Vice President

– Chief Financial Officer

100

TY26–CY28 LTIP

The HRCC approved a long-term equity-based

incentive program (the “TY26–CY28 LTIP”) for the period June 1, 2026 to December 31, 2028 (the “Performance

Period”) consisting of two components, each of which will be granted on June 29, 2026 pursuant to the Company’s 2026

Omnibus Stock Incentive Plan (the “Plan”) and the applicable form of award agreement: (i) performance stock units (“PSUs”)

to be settled in the Company’s common stock that will conditionally vest on December 31,

2028 subject to the Company’s

performance against an aggregate adjusted free cash flow goal for the Performance Period comprising 50% of the PSU payout opportunity

and an aggregate adjusted earnings per share (“EPS”) goal for the Performance Period comprising 50% of the PSU payout opportunity

(75% of the target TY26–CY28 LTIP payout for executive officers, the “LTIP PSUs”) and (ii) a grant of restricted

stock units (“RSUs”) that will vest in three installments, with 33.33% vesting on May 15, 2027, 33.33% vesting on March 31,

2028, and 33.34% vesting on February 15, 2029 (25% of the target TY26–CY28 LTIP payout for executive officers, the “LTIP

RSUs”).

Neither the LTIP PSUs nor the LTIP RSUs

will accrue dividend equivalent rights. The HRCC will approve any adjustments to the Company’s EPS and free cash flow for purposes

of the LTIP PSUs following the end of the applicable transition year or calendar year during the Performance Period.

The target payouts for the Company’s

executive officers under the TY26–CY28 LTIP as a percentage of their respective annual base salary are as follows:

Name

Target

Payout

(as a percentage of annual base salary)1

John

A. Smith

450

Clement

Edward Klank III

200

Michael

B. Lyons

200

Clinton

D. McCoy

200

Michael

Rodgers

200

Marshall

W. Witt

200

1 LTIP PSUs comprise 75%

of the target TY26–CY28 LTIP payout for executive officers and LTIP RSUs comprise 25% of the target TY26–CY28 LTIP payout

for executive officers.

The HRCC also approved applying the

same performance measures as approved for the LTIP PSUs to the one-time award of PSUs granted by FedEx Corporation (“FedEx”)

in September 2025 to certain of its officers that converted to PSUs of the Company in connection with the spin-off of the Company

from FedEx into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”) pursuant to the Employee Matters

Agreement, dated as of May 31, 2026, by and between the Company and FedEx (the “Converted PSUs”). Mr. Smith holds

Converted PSUs with an original target value of $825,000 and each of Messrs. Klank, Lyons, McCoy, and Rodgers hold Converted PSUs

with an original target value of $155,000. The Converted PSUs accrue dividend equivalent rights.

Spin-Off and Offer Letter Bonuses

In recognition of the successful and

timely completion of the Spin-Off, the HRCC approved (i) cash bonuses of $100,000 to each of Messrs. Klank, Lyons, McCoy, Rodgers,

and Witt and (ii) RSUs to be granted on June 29, 2026 with a target value of $1,000,000 to Mr. Smith, $500,000 to Mr. Rodgers,

and $250,000 to each of Messrs. Klank, Lyons, McCoy, and Witt and that will fully vest on May 15, 2027 (the “Spin-Off

RSUs”). The Spin-Off RSUs will not accrue dividend equivalent rights.

The HRCC also approved a $585,000 cash

bonus to Mr. Witt that is payable in connection with the Spin-Off pursuant to the terms of his offer letter with the Company, dated

as of September 30, 2025, a copy of which is filed as Exhibit 10.11 to the Company’s Registration Statement on Form 10,

filed with the SEC on January 16, 2026, as amended by Amendment No. 1, filed with the SEC on April 10, 2026.

Treatment of Equity-Based Awards

Upon Retirement, Death, or Disability

The HRCC approved a Policy Regarding

Treatment of Equity-Based Awards Upon Retirement (the “Equity-Based Retirement Policy”), effective as of June 24, 2026.

Pursuant to the Equity-Based Retirement Policy, an employee holding equity-based awards granted under the Plan on or after the Spin-Off

(excluding awards converted in connection with the Spin-Off, including the Converted PSUs) will be eligible for retirement treatment

if, at the time of the cessation of the employee’s service, (i) the sum of the employee’s age and total years of service

(including employment by FedEx or any of its subsidiaries at any point prior to the Spin-Off) equals or exceeds 70, (ii) the employee

has attained a minimum age of 55, and (iii) the employee has completed a minimum of 10 years of total service.

Upon a qualified retirement pursuant

to the Equity-Based Retirement Policy, (i) LTIP PSUs will vest on a prorated basis based on the length of service during the applicable

performance period and actual achievement of the applicable performance measures during the full performance period, with settlement

following the HRCC’s determination of actual performance, and (ii) LTIP RSUs and Spin-Off RSUs will fully vest, with settlement

as soon as practicable following retirement, in each case subject to the participant’s ongoing compliance with applicable restrictive

covenants, clawback and recoupment policies, and other post-termination obligations. The HRCC approved an exception to the Equity-Based

Retirement Policy to provide that (i) the LTIP RSUs granted to Mr. Rodgers will fully vest upon his retirement at or after

age 60 provided that he remains employed by the Company through May 15, 2027 and (ii) the Spin-Off RSUs granted to Mr. Rodgers

will fully vest upon his retirement at or after age 60.

Pursuant to the terms of the Form of

Performance Stock Unit Agreement and Form of Restricted Stock Unit Agreement approved by the HRCC, if the participant’s service

terminates due to death or disability prior to the applicable vesting or payment date, (i) LTIP PSUs will immediately vest at the

target level of performance and (ii) LTIP RSUs and Spin-Off RSUs will immediately vest, with shares underlying such PSUs and RSUs

issued as promptly as practicable thereafter.

Except as described above, if a participant’s

service terminates prior to the applicable vesting, measurement, or payment date, the participant’s unvested LTIP PSUs, LTIP RSUs,

and Spin-Off RSUs will be forfeited.

The foregoing summary does not purport

to be complete and is qualified in its entirety by reference to the text of the Form of Performance Stock Unit Agreement, Form of

Restricted Stock Unit Agreement, and Policy Regarding Treatment of Equity-Based Awards Upon Retirement, which will be filed as exhibits

to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.

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.

By: /s/ C. Edward Klank III

Name: C. Edward Klank III

Title: Executive Vice President – Chief Human Resources and Legal Officer

Date: June 26, 2026

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