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): September 2, 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
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 8.01 Other Events.
On September 2, 2026, FedEx Freight Holding Company, Inc.
(“FedEx Freight” or the “Company”) terminated Michael B. Lyons, Executive Vice President – Chief
Specialized Services and Commercial Officer. Following an internal investigation, the Company determined Mr. Lyons violated its Code
of Conduct and no longer met the standards of employment at FedEx Freight.
Mr. Lyons’s conduct was not related to and did not impact the
Company’s financial reporting or performance, internal controls, strategy, or customer relationships.
Responsibilities previously held by Mr. Lyons are transitioning
to members of the FedEx Freight executive leadership team while the Company conducts a comprehensive search for his replacement.
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/ Clement Edward Klank III
Name: Clement Edward Klank III
Title: Executive Vice President – Chief Human Resources and Legal Officer
Date: September 2, 2026