In the Matter of
the Securities Legislation of
Ontario
(the Jurisdiction)
and
In the Matter of
the Process for Exemptive Relief Applications in Multiple Jurisdictions
and
In the Matter of
FEdex corporation
(the Filer)
Decision
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for an exemption (the Exemption Sought) from the prospectus requirement in section 53 of the Securities Act (Ontario) in connection with the proposed distribution (the Spin-Off) by the Filer of the shares of common stock (SpinCo Shares) of FedEx Freight Holding Company, Inc. (SpinCo), a wholly-owned subsidiary of the Filer, by way of a dividend in specie to holders (Filer Shareholders) of shares of common stock of the Filer (Filer Shares) resident in Canada (Filer Canadian Shareholders).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) The Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada (other than Ontario).
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation incorporated in Delaware with principal executive offices in Memphis, Tennessee, U.S.A. The Filer provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services (the Filer Business).
The Filer is not a reporting issuer, and currently has no intention of becoming a reporting issuer, under the securities laws of any jurisdiction of Canada.
The authorized capital stock of the Filer consists of 800 million Filer Shares, U.S.$0.10 par value per share, and 4 million shares of preferred stock, no par value per share. As of March 17, 2026, there were 238,606,756 Filer Shares outstanding and no Preferred Stock outstanding.
The Filer Shares are listed on the New York Stock Exchange (NYSE) and trade under the symbol “FDX”. Other than the foregoing listing on the NYSE, no securities of the Filer are listed or posted for trading on any exchange or market in Canada or outside of Canada. The Filer has no present intention of listing its securities on any Canadian stock exchange.
The Filer is subject to the United States Securities Exchange Act of 1934, as amended from time to time (the 1934 Act) and the rules, regulations and orders promulgated thereunder.
Based on a geographic report of registered Filer Shareholders prepared for the Filer by Computershare Trust Company, N.A. (the Filer’s transfer agent), as of April 23, 2026, there were 125 registered Filer Canadian Shareholders, representing approximately 1.21% of the registered shareholders of the Filer worldwide and holding 8,380.111952 Filer Shares, representing approximately 0.004% of the outstanding Filer Shares. The Filer does not expect these numbers to have materially changed since the date mentioned above.
Based on a geographic analysis of beneficial shareholders prepared for the Filer by Broadridge Financial Solutions, Inc. (Broadridge), as of April 29, 2026, there were 38,028 beneficial Filer Canadian Shareholders, representing approximately 2.48,% of the beneficial Filer Shareholders worldwide (calculated on the basis of the number of worldwide beneficial Filer Shareholders as of April 29, 2026 as reported by Broadridge), and holding 7,003,404 Filer Shares, representing approximately 2.94% of the outstanding Filer Shares. (calculated on the basis of 238,606,756 Filer Shares issued and outstanding as of March 17, 2026). The Filer does not expect these numbers to have materially changed since the dates mentioned above.
Based on the information above, the number of registered and beneficial Filer Canadian Shareholders and the proportion of Filer Shares held by such shareholders are de minimis.
The Filer is in the process of separating its less-than-truckload (LTL) freight transportation services business (the SpinCo Business) from the rest of the Filer Business into its wholly-owned subsidiary, SpinCo (and its subsidiaries), through a series of restructuring steps.
SpinCo is a corporation incorporated in Delaware with principal executive offices in Memphis, Tennessee, U.S.A. At the time of the Spin-Off, it will hold directly and through its subsidiaries the SpinCo Business.
All of the issued and outstanding SpinCo Shares are held by the Filer and no other shares or classes of stock of SpinCo are issued and outstanding.
The Filer is proposing to Spin-Off pro rata to its shareholders, by way of a dividend in specie, at least 80.1% of the outstanding SpinCo Shares.
The distribution agent will distribute to each Filer Shareholder entitled to SpinCo Shares, in connection with the Spin-Off, the number of whole SpinCo Shares to which the Filer Shareholder is entitled in book-entry form. No fractional SpinCo Shares will be issued. Instead, the distribution agent will aggregate fractional shares into whole shares, sell such whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each Filer Shareholder (net of any required withholding for taxes appliable to each holder) who would otherwise have been entitled to receive a fractional SpinCo Share. Interest will not be paid on the proceeds from the sale of fractional SpinCo Shares.
Filer Shareholders will not be required to pay any consideration for the SpinCo Shares, to surrender or exchange Filer Shares, or take any other action to receive their SpinCo Shares. The Spin-Off will occur automatically and without any investment decision on the part of Filer Shareholders.
Subject to the satisfaction of certain conditions, it is currently anticipated that the Spin-Off will become effective on or about June 1, 2026. Following the Spin-Off, the Filer will hold up to 19.9% of the SpinCo Shares.
Following the completion of the Spin-Off, the SpinCo Shares will be subject to the requirements of the 1934 Act and the rules and regulations of the NYSE.
After the completion of the Spin-Off, the Filer Shares will continue to be listed and traded on the NYSE. On May 7, 2026, the SpinCo Shares were approved for listing on the NYSE under the symbol “FDXF”.
SpinCo is not a reporting issuer in any jurisdiction of Canada nor are its securities listed on any stock exchange in Canada. SpinCo has no present intention to become a reporting issuer in any jurisdiction of Canada or to list its securities on any stock exchange in Canada after the completion of the Spin-Off.
The Spin-Off will be effected under the laws of the State of Delaware.
Because the Spin-Off will be effected by way of a dividend of SpinCo Shares to Filer Shareholders, no shareholder approval of the Spin-Off is required (or being sought) under Delaware law.
On April 10, 2026, SpinCo filed a registration statement on Amendment No. 1 to Form 10 with the SEC detailing the proposed Spin-Off (the Registration Statement). The Registration Statement was declared effective on May 11, 2026. The Registration Statement can be accessed at tm2520565-10_1012b - block - 2.6301255s.
Filer Shareholders have been sent an information statement (the Information Statement) (or notice of availability thereof), which Information Statement details the terms and conditions of the Spin-Off and forms part of the Registration Statement. All materials relating to the Spin-Off sent by or on behalf of the Filer to Filer Shareholders resident in the United States (including the Information Statement) have been sent concurrently to Filer Canadian Shareholders.
The Information Statement contains “prospectus-level” disclosure about SpinCo within the meaning of Canadian securities legislation and market practices (it being understood that such “prospectus-level” disclosure has been prepared in accordance with the form requirements of the SEC).
Filer Canadian Shareholders who receive SpinCo Shares pursuant to the Spin-Off will have the benefit of the same rights and remedies in respect of the disclosure documentation received in connection with the Spin-Off that are available to Filer Shareholders resident in the United States.
Following the completion of the Spin-Off, SpinCo will send concurrently to holders of SpinCo Shares resident in Canada the same disclosure materials required to be sent under applicable United States securities laws to holders of SpinCo Shares resident in the United States.
The Spin-Off to Filer Canadian Shareholders would be exempt from the prospectus requirement pursuant to section 2.31(2) of National Instrument 45-106 Prospectus Exemptions but for the fact that SpinCo is not a reporting issuer under the securities legislation of any jurisdiction in Canada.
There will be no active trading market for the SpinCo Shares in Canada following the Spin-Off, and none is expected to develop. Consequently, it is expected that any resale of SpinCo Shares distributed in connection with the Spin-Off will occur through the facilities of the NYSE or any other exchange or market outside of Canada on which SpinCo Shares may be quoted or listed at the time that the trade occurs or to a person or company outside of Canada.
Neither the Filer nor SpinCo is in default of any securities legislation in any jurisdiction of Canada.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that the first trade in the SpinCo Shares acquired pursuant to the Spin-Off will be deemed to be a distribution subject to section 2.6 of National Instrument 45-102 Resale of Securities.
Dated in Toronto this 27th day of May, 2026.
“Erin O’Donovan”
Erin O’Donovan
Associate Vice President, Corporate Finance Ontario Securities Commission
OSC File #: 2026-235