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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES\nEXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):\nOctober 1, 2026

FedEx\nFreight Holding Company, Inc.

(Exact name of registrant as specified in its\ncharter)

Commission File Number 001-43059

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware		39-3560171
(State or other jurisdiction\n of incorporation)		(I.R.S. Employer Identification No.)

8285\n Tournament Drive \n Memphis,\n Tennessee		38125
(Address of principal executive\n offices)		(Zip Code)

(901)\n560-0784

(Registrant’s\ntelephone number, including area code)

Check the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange\nAct (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under\nthe Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under\nthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

\n\n\n \n\n \n\n\n\n \n\n \n\n

Title\nof each class		Trading\nSymbol		Name\nof each exchange on which registered
Common\nStock, par value $0.10 per share		FDXF		New\nYork Stock Exchange

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities\nExchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth\ncompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or\nrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.08 Shareholder Director Nominations.

To the extent applicable, the information in Item\n8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On October 1, 2026, the Board of Directors (the\n“Board”) of FedEx Freight Holding Company, Inc. (“FedEx Freight” or the “Company”) determined that\nthe Company’s first annual meeting of stockholders (the “2027 Annual Meeting”) will be held on Wednesday, May 5, 2027.\nThe time, location, and other meeting details for the 2027 Annual Meeting will be set forth in the Company’s definitive proxy statement\nfor the 2027 Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”).

Stockholder Proposals for 2027 Annual Meeting

Stockholder proposals (other than director nominations) intended to\nbe included in the proxy statement and presented at the 2027 Annual Meeting must be received by the Company no later than November 24,\n2026 and must comply with applicable SEC rules, including Rule 14a-8, to be eligible for inclusion in FedEx Freight’s proxy materials\nfor the 2027 Annual Meeting. Proposals should be addressed to FedEx Freight Holding Company, Inc., Attention: Corporate Secretary, 8285\nTournament Drive, Memphis, Tennessee 38125.

For any proposal that is not submitted for inclusion in next year’s\nproxy statement (as described in the preceding paragraph or in the proxy access director nominations section below) but is instead sought\nto be presented directly at the 2027 Annual Meeting, including director nominations, FedEx Freight’s Bylaws (the “Bylaws”)\nrequire stockholders to give advance notice of such proposals. With respect to the 2027 Annual Meeting, the Bylaws require notice to be\nprovided to the Corporate Secretary at the address listed above no earlier than January 5, 2027 and no later than February 4, 2027.

Proxy Access Director Nominations

The Bylaws permit any stockholder or a group of up to 20 stockholders\nowning 3% or more of FedEx Freight’s outstanding voting stock continuously for at least three years to nominate and include in the\nCompany’s proxy materials director nominees constituting up to two individuals or 20% of the total number of directors on the Board,\nwhichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

The Bylaws require stockholders to give advance notice of any proxy\naccess director nomination. With respect to the 2027 Annual Meeting, the Bylaws require notice to be provided to the Corporate Secretary\nat the address listed above no earlier than December 6, 2026 and no later than January 5, 2027.

SIGNATURES

Pursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	FEDEX FREIGHT HOLDING COMPANY, INC.

Date: October 2, 2026	By:	/s/ Clement Edward Klank III
		Name: Clement Edward Klank III
		Title: Executive Vice President – Chief Human Resources and Legal Officer

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