FedEx Freight Holding (FDXF) risk factors, FY2026 10-K

Risks Relating to Macroeconomic and Geopolitical Conditions

1. 01We are directly affected by the state of the global economy and geopolitical developments, which has affected the demand for our services and could materially adversely affect our business
2. 02Additional changes in international relations and trade policies, including with respect to tariffs, could significantly reduce the volume of goods transported and increase our costs, which could materially adversely affect our results of operations and financial condition
3. 03Our business and results of operations are affected by the price and availability of fuel, as well as our ability to collect fuel surcharges

Risks Relating to Operations and Strategies

1. 04Failure to successfully implement our business strategy and effectively respond to changes in market dynamics and customer preferences could materially adversely affect our business, results of operations, and financial condition
2. 05Adverse publicity relating to our own activities or FedEx’s activities could materially adversely affect our reputation and reduce the value of our goodwill and brand
3. 06We are self-insured for certain costs associated with our operations, and insurance and claims expenses may increase, which could materially adversely affect our profitability and financial condition
4. 07We may not be able to achieve our medium-term financial performance targets
5. 08Failure of third-party service providers to perform as expected, or disruptions in our relationships with those third parties or their provision of services to us, could materially adversely affect our business
6. 09We operate in a rapidly evolving and highly competitive industry and we may be affected by downward pricing pressures and other competitive factors, along with a decrease in our customers’ use of our services, which could materially adversely affect our results of operations and financial condition

Risks Relating to Regulatory and Legal Matters

1. 10We have been and may be subject to new and revised regulations related to the transportation industry, which could increase our compliance costs and materially adversely affect our business
2. 11Our business is subject to complex data privacy, data security, cybersecurity, and AI laws and regulations that may significantly increase our costs and adversely affect our business
3. 12We are subject to legal proceedings and claims, litigation, governmental inquiries, notices, and investigations, which could result in significant expense and materially adversely affect our business, results of operations, and financial condition
4. 13The FMCSA’s Compliance, Safety, Accountability initiative could adversely affect our ability to hire qualified drivers, meet our growth projections, and maintain our customer relationships, any of which could materially adversely affect our business and results of operations

Risks Relating to Employee Matters and Human Resource Management

1. 14Labor-related disruptions and potential changes in labor laws could disrupt our operations and materially adversely affect our business and results of operations
2. 15Our failure to attract and retain employee talent, meet our purchased transportation needs, or maintain our company culture, as well as increases in labor and purchased transportation costs, could materially adversely affect our business, service levels, and results of operations
3. 16We may experience an increase in costs, the volatility of costs and funding requirements, and new legal mandates for employee benefits, especially pension and healthcare benefits, which could materially adversely affect our results of operations

Risks Relating to Technology, Data, and Intellectual Property

1. 17We may fail to adapt to and implement new technologies, including technologies implemented by our competitors, which could impair our competitive position and materially adversely affect our business and results of operations
2. 18A significant data breach or other disruption to our technology infrastructure could materially adversely affect our business and result in the loss of critical, sensitive, or confidential information

Risks Relating to the Environment, Climate, and Weather and Other Disasters

1. 19We may be affected by global climate change or by legal, regulatory, or market scrutiny and changes with respect to sustainability and environmental matters, which could increase our costs and materially adversely affect our business and results of operations
2. 20entities they perceive as being partially responsible for climate change. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely affect our reputation

Risks Relating to the Spin-Off

1. 21We have agreed to numerous restrictions to preserve the non-recognition tax treatment of the Spin-Off and certain related transactions, which may reduce our strategic and operating flexibility
2. 22The non-recurring and recurring costs of the Spin-Off, including those related to FedEx’s provision of transition services, may be greater than we expected and continue to be incurred for longer than we expect
3. 23We may be unable to achieve some or all of the anticipated benefits of the Spin-Off, or those benefits may be delayed
4. 24The terms we received in our agreements with FedEx in connection with the Spin-Off could be less beneficial than the terms we may have otherwise received from unaffiliated third parties
5. 25We could experience temporary business interruptions, and we may not be adequately prepared to meet the requirements of an independent, publicly traded company on a timely or cost-effective basis
6. 26As an independent, publicly traded company, we may not enjoy the same benefits that we did as a part of FedEx
7. 27We have limited operating history as an independent, publicly traded company, and our historical audited consolidated financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results
8. 28Certain of our directors and employees may have actual or potential conflicts of interest because of their financial interests in FedEx or because of their previous or continuing positions with FedEx
9. 29In connection with the Spin-Off, FedEx agreed to indemnify us, and we agreed to assume and indemnify FedEx, for certain liabilities
10. 30In connection with the Spin-Off, we incurred significant debt obligations that could limit our financial and operating flexibility
11. 31To the extent that we incur additional indebtedness, the foregoing risks could increase. In addition, our actual cash requirements in the future may be greater than expected

Risks Relating to Our Common Stock

1. 32Substantial sales of our common stock may occur following the Spin-Off, which could cause our stock price to decline or be volatile
2. 33Provisions of Delaware law, our certificate of incorporation, and our bylaws, particularly the provisions that will remain in place until the fifth annual meeting of our stockholders following the Spin-Off, may prevent or delay an acquisition of FedEx Freight, which could decrease the market price of our common stock