STOCK TITAN
  1. Home
  2. Sec-filings
  3. FDXF
  4. [8-K] FedEx Freight Holding Company, Inc. Reports Material Event

New CAO and separation plans at FedEx Freight (NYSE: FDXF)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc. has appointed Guy M. Erwin as Senior Vice President – Chief Accounting Officer, effective June 1, 2026. He will also continue as Corporate Vice President – Chief Accounting Officer of FedEx Corporation through May 31, 2026, reflecting his long tenure in FedEx’s accounting and finance roles.

FedEx Freight states there are no related-party transactions or family relationships requiring disclosure in connection with this appointment. Erwin will receive a base salary, a special equity-based award, and be eligible for annual and long-term incentive plans, including equity awards under the FedEx Freight 2026 Omnibus Stock Incentive Plan. The filing also reiterates forward-looking statements about the planned tax-free separation of the FedEx Freight business into a new publicly traded company, noting multiple risks and uncertainties that could affect completion and outcomes.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Effective date as CAO of FedEx Freight June 1, 2026 Start date as Senior Vice President – Chief Accounting Officer
End date as FedEx CAO role May 31, 2026 End of concurrent service as Corporate VP – Chief Accounting Officer of FedEx
Mr. Erwin age 49 years Age at time of appointment disclosure
Interim Principal Accounting Officer tenure October 2023 to April 2024 Prior role at FedEx
Corporate Controller tenure September 2021 to October 2023 Staff Vice President and Corporate Controller at FedEx
Director – Accounting tenure 2017 to 2021 FedEx Corporate Services, Inc. role
FedEx finance roles period 2001 to 2017 Various finance positions at FedEx
Senior Vice President – Chief Accounting Officer financial
"On May 14, 2026, Guy M. Erwin was named to serve as Senior Vice President – Chief Accounting Officer of FedEx Freight Holding Company, Inc."
FedEx Freight 2026 Omnibus Stock Incentive Plan financial
"including equity-based awards under the FedEx Freight 2026 Omnibus Stock Incentive Plan, at levels commensurate with other similarly situated persons at FedEx Freight."
forward-looking statements regulatory
"Certain statements in this on may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as statements regarding the planned tax-free separation..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Registration Statement on Form 10 regulatory
"including its Registration Statement on Form 10 filed in connection with the separation."
A registration statement on Form 10 is a formal filing that a company submits to the U.S. securities regulator to register its securities and provide a full set of disclosures about its business, finances, management and risks. For investors it acts like a detailed product manual or passport for the company, offering the core facts and warnings needed to judge the investment’s safety and potential before buying shares.
tax-free separation financial
"statements regarding the planned tax-free separation of the FedEx Freight business into a new publicly traded company."
A tax-free separation is a corporate restructuring where a company legally splits off part of its business and distributes the new unit’s shares to existing shareholders without triggering immediate income tax for those shareholders. Think of it as splitting one household into two and giving each family member ownership in both homes without paying a one-time fee; it matters to investors because it can unlock value, change how each business is valued and traded, and preserve tax attributes that affect future gains when shares are sold.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0002082247 0002082247 2026-05-14 2026-05-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 14, 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. ¨

 

 

 

 

 

 

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 14, 2026, Guy M. Erwin II was named to serve as Senior Vice President – Chief Accounting Officer of FedEx Freight Holding Company, Inc. (“FedEx Freight” or the “Company”) beginning on June 1, 2026.

 

Mr. Erwin, 49, will continue to serve as Corporate Vice President – Chief Accounting Officer of FedEx Corporation (“FedEx”), a position he has held since May 2024, through May 31, 2026. He previously served as Interim Principal Accounting Officer of FedEx from October 2023 to April 2024 and Staff Vice President and Corporate Controller of FedEx from September 2021 to October 2023. He was Director – Accounting of FedEx Corporate Services, Inc. from 2017 to 2021. Prior to that, he held various positions in the finance organization at FedEx from 2001 through 2017, including Staff Director – Financial Reporting from 2013 to 2017.

 

There are no transactions in which Mr. Erwin or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Erwin and any director or executive officer of FedEx Freight. The appointment of Mr. Erwin was not pursuant to any arrangement or understanding between him and any person other than a designated executive officer of FedEx Freight serving in his or her official capacity.

 

In connection with his appointment as FedEx Freight’s Senior Vice President – Chief Accounting Officer, Mr. Erwin is expected to receive a special equity-based award. He will receive a base salary and be eligible to participate in FedEx Freight’s annual incentive compensation plans and long-term incentive program, including equity-based awards under the FedEx Freight 2026 Omnibus Stock Incentive Plan, at levels commensurate with other similarly situated persons at FedEx Freight. Additional details regarding FedEx Freight’s annual incentive compensation plans and long-term incentive plans will be described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) following its planned separation from FedEx.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as statements regarding the planned tax-free separation of the FedEx Freight business into a new publicly traded company.

 

Forward-looking statements include those preceded by, followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, potential uncertainty during the pendency of the separation transaction that could affect FedEx Freight’s financial performance; the possibility that the separation transaction will not be completed within the anticipated time period or at all; the possibility that the separation transaction will not result in the intended benefits; the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the separation transaction; FedEx Freight’s ability to obtain any consents or approvals required to complete the separation; uncertainty of the expected financial performance of FedEx Freight following completion of the transaction; negative effects of the announcement or pendency of the transactions, including the separation, on the financial performance of FedEx Freight; and other factors which can be found in FedEx Freight’s press releases and filings with the SEC, including its Registration Statement on Form 10 filed in connection with the separation. Any forward-looking statement speaks only as of the date on which it is made. FedEx Freight does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

 

 

 

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: President  

 

Date: May 18, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did FedEx Freight (FDXF) disclose in this 8-K?

FedEx Freight appointed Guy M. Erwin as Senior Vice President – Chief Accounting Officer effective June 1, 2026. He brings extensive experience from multiple senior accounting roles at FedEx since 2001, including Corporate Vice President – Chief Accounting Officer since May 2024.

Will Guy M. Erwin retain his role at FedEx after joining FedEx Freight (FDXF)?

Yes. Guy M. Erwin will continue serving as Corporate Vice President – Chief Accounting Officer of FedEx Corporation through May 31, 2026. This overlapping period allows continuity across FedEx’s consolidated accounting functions as FedEx Freight prepares for its planned separation.

How will the new CAO of FedEx Freight (FDXF) be compensated?

Guy M. Erwin will receive a base salary, a special equity-based award, and eligibility for annual incentive compensation and long-term incentive programs. These include equity-based awards under the FedEx Freight 2026 Omnibus Stock Incentive Plan, with levels aligned to similarly situated executives at FedEx Freight.

What risks does FedEx Freight (FDXF) highlight regarding its planned separation?

The filing notes risks such as uncertainty during the separation process, potential non-completion, disruption to business relationships, litigation or costs, consent and approval requirements, and uncertainty around FedEx Freight’s post-transaction financial performance, all of which could affect the tax-free separation into a new public company.

What SEC filing is associated with FedEx Freight’s planned separation?

FedEx Freight refers to its Registration Statement on Form 10 filed in connection with the planned separation. That document, together with other SEC filings and press releases, is cited as a source of additional details and risk factors related to the separation transaction.

Filing Exhibits & Attachments

3 documents

Other Documents