FedEx Freight Holding Company, Inc. (FDXF): M&A transaction — FedEx Freight completes spin-off from FedEx; $600M drawn, new board and executives appointed

On May 27, 2026, the Company drew down the full $600 million available under the Term Loan Facility.

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

Effective as of immediately prior to the Effective Time, Mr. Klank resigned from his position as a director.

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

John P. Sauerland was appointed to the Board and as the chair of the Audit Committee thereof

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

each of John A. Smith, R. Brad Martin, Jeffrey A. Davis, Donald E. Frieson, Stephen E. Gorman, Robert A. King, Cindy J. Miller, Amy J. Salcido, and Samantha M. Smith was appointed to the Board

As of 9:30 a.m., Eastern Time, on May 27, 2026, the certificate of incorporation of the Company was amended by the certificate of amendment to the certificate of incorporation of the Company (the “Certificate of Amendment”), which, among other things, (i) created and authorized 500,000,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), and (ii) converted the total number of shares of the Common Stock issued and outstanding into a number of validly issued, fully paid, and non-assessable shares of the Common Stock authorized for issuance pursuant to the Certificate of Amendment equal to 149,505,248.

As of 12:01 a.m., Central Time, on June 1, 2026, the certificate of incorporation, as amended by the Certificate of Amendment, was amended and restated in its entirety by an amended and restated certificate of incorporation of the Company (the “Restated Certificate”)

the bylaws of the Company were amended and restated in their entirety by the amended and restated bylaws of the Company (the “Restated Bylaws”).

The Board has approved a change in the Company’s fiscal year end from May 31 to December 31, effective as of June 1, 2026 (the “Fiscal Year Change”).

On June 1, 2026, FedEx Freight Holding Company, Inc., a Delaware corporation (“FedEx Freight” or the “Company”) completed its spin-off from FedEx Corporation, a Delaware corporation (“FedEx”), into a new, publicly traded company (the “Spin-Off”).

Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), FedEx completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.