Completion of the Spin-Off. Immediately prior to the Spin-Off on June 1, 2026, FedEx transferred to us pension plan obligations associated with our active U.S. employees, which were measured using an actuarial valuation at the date of legal transfer. A portion of the related plan assets were also transferred to us based on the requirements of Section 414(l) of the Code and applicable other local regulations. Remaining plan assets will be transferred to us in a reasonable amount of time after the Spin-Off based on regulatory requirements. The net pension liability transferred to us, including the remaining plan asset transfers, is expected to be immaterial.

On June 1, 2026, the Spin-Off was completed through the Distribution of approximately 80.1% of outstanding shares of the Company to FedEx stockholders who held shares of FedEx common stock as of the close of business on May 15, 2026, the record date for the Distribution. As a result of the Distribution, FedEx stockholders, as of the record date, received one share of the Company’s stock for every two shares of FedEx common stock. On June 1, 2026, the Company began trading as an independent, publicly traded company under the stock symbol “FDXF” on the New York Stock Exchange.

•Separation and Distribution Agreement – sets forth the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and FedEx following the Distribution, including procedures with respect to claims subject to indemnification and related matters.

•Transition Services Agreement – governs all matters relating to the provision of services between the Company and FedEx on a transitional basis. The Company will receive certain transition services from FedEx following the Spin-Off, including support functions, such as order creation, customer data management, clearance, data and analytics, and other services, as well as technology operations and support technologies required for those functions for a limited time, generally no longer than two years following the effective date of the Spin-Off.

•Tax Matters Agreement (“TMA”) – governs the respective rights, responsibilities, and obligations between the Company and FedEx with respect to all tax matters including the allocation of tax liabilities, preparation and filing of tax returns, control of tax contests, indemnification obligations, information sharing, and cooperation related to maintaining the intended tax treatment of the Spin-Off and Distribution.

•Employee Matters Agreement – addresses certain employment, compensation, and benefits matters, including the allocation of responsibilities relating to payroll administration, employee compensation and benefit plans, incentive compensation, severance, workers' compensation, pension and welfare benefits, employment tax reporting, employee records, and related

•Intellectual Property Cross-License Agreement – governs the relationship between the Company and FedEx pursuant to which each party granted the other certain licenses and related rights to specified intellectual property used in their respective businesses. The agreement is intended to facilitate the continued operation of each company's business following the Spin-Off while preserving ownership of the underlying intellectual property rights.

•Trademark License Agreement – governs the agreement entered into between the Company and FedEx pursuant to which FedEx Freight received rights to use certain FedEx trademarks and related branding on a transitional basis in connection with the Company’s business operations. The agreement governs the parties' respective rights and restrictions relating to the use of licensed trademarks, including quality control standards, advertising and branding requirements, ownership protections, and related intellectual property matters.

Effective as of June 1, 2026, the Company adopted the FedEx Freight Holding Company, Inc. 2026 Employee Stock Purchase Plan (the “Stock Purchase Plan”). The purpose of the Stock Purchase Plan is to provide employees of the Company and its subsidiaries with an opportunity to purchase shares of our common stock through accumulated after-tax payroll deductions. Additionally, effective June 1, 2026, the Company also adopted the FedEx Freight Holding Company, Inc. 2026 Omnibus Stock Incentive Plan (the “Stock Incentive Plan”). The purpose of the Stock Incentive Plan is to aid the Company and its affiliates in retaining, attracting, and rewarding non-management directors and designated employees and to motivate them to exert their best efforts to achieve the long-term goals of the Company and its affiliates. Accordingly, the Stock Incentive Plan authorizes the grant of equity incentive and other awards to designated employees of the Company and its affiliates and to non-management directors of the Company.

Fiscal Year-End Change. On January 27, 2025, the FedEx Board of Directors approved a change in our fiscal year end from May 31 to December 31, which was subsequently reapproved by FedEx Freight’s Board of Directors on June 1, 2026. The fiscal year change became effective June 1, 2026. As a result of the change, our next fiscal year-end will be December 31, 2026. We will file a Transition Report on Form 10-KT for the seven-month transition period from June 1, 2026 through December 31, 2026. The reporting periods and applicable reports preceding and following the effective date of the fiscal year change will be as follows:

Fiscal Period

Reporting Period

Report to be Filed

Fiscal year 2026

June 1, 2025 to May 31, 2026

Annual Report on Form 10-K

Third quarter of calendar year 2026

July 1, 2026 to September 30, 2026

Quarterly Report on Form 10-Q(1)

Transition Period

June 1, 2026 to December 31, 2026

Transition Report on Form 10-KT