---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-068519"
form_type: "8-K"
ticker: "FDX"
cik: "0001048911"
company_name: "FEDEX CORP"
filed_at: "2026-06-01T10:42:52+00:00"
generated_at: "2026-06-01T10:45:39.282354+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders

## Summary
- Each FDX stockholder received 1 FDXF share per 2 FDX shares held as of May 15, 2026; fractional shares paid in cash.
- FedEx retains 19.9% of FDXF; plans to dispose within 24 months via debt repayment or distributions.
- FedEx Freight paid $4.1B pre-spin dividend to FedEx, funded by $3.7B notes and a delayed-draw term loan.
- Stephen Gorman resigned from FedEx board and John Smith resigned as COO US/Canada to join FDXF leadership.
- Transition, tax, employee, IP, trademark, and registration rights agreements govern post-spin relationship.

## SEC filing metadata
- accession: 0001104659-26-068519
- form_type: 8-K
- ticker: FDX
- cik: 0001048911
- company_name: FEDEX CORP
- filed_at: 2026-06-01T10:42:52+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-068519
- JSON: https://secwatch.observer/filing/0001104659-26-068519.json
- Plain text: https://secwatch.observer/filing/0001104659-26-068519.txt

## Source-grounded claims
- claim_id: 639bdbfa47
  claim: John A. Smith resigned as Chief Operating Officer, United States and Canada at FEDEX CORP.
  evidence_excerpt: John A. Smith resigned from his position as Chief Operating Officer, United States and Canada of FedEx, effective as of immediately prior to the Effective Time to become the President and Chief Executive Officer of FedEx Freight.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm
- claim_id: d791632459
  claim: Stephen E. Gorman resigned as member of the Board of Directors at FEDEX CORP.
  evidence_excerpt: Stephen E. Gorman resigned from his position as a member of the Company’s Board of Directors (the “Board”), as well as his position as a member of the committees thereof, in each case, effective as of immediately prior to the Effective Time to join the Board of Directors of FedEx Freight.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.