FedEx Announces Launch of FedEx Freight’s Offering of Senior Notes in Connection with Planned Spin-Off

Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

spin-off regulatory

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

less-than-truckload (ltl) technical

Less-than-truckload (LTL) is a shipping method that combines multiple smaller shipments from different customers into a single truck, like sharing a car instead of each person driving separately. It matters to investors because LTL affects companies’ delivery costs, inventory speed and reliability, and how efficiently supply chains operate—factors that influence profit margins, pricing power and the ability to meet customer demand.

qualified institutional buyers financial

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

offering memorandum financial

A written document that describes the details of a private securities sale, including the investment terms, company background, financial information and the risks involved. Investors use it like a product brochure or car manual to compare offerings and understand what they're buying, how the money will be used and what could go wrong, which helps inform their decision and provides disclosure for legal protection.

MEMPHIS, Tenn.--(BUSINESS WIRE)-- FedEx Corp. (NYSE: FDX) (“FedEx”) announced today that FedEx Freight Holding Company, Inc., a wholly owned subsidiary of FedEx (the “Issuer”), has commenced a private offering of senior notes (the “Notes”).

The Notes are being offered as part of the financing for the proposed separation of the Issuer from FedEx (the “Spin-Off”) which will result in the Issuer owning and operating, through its subsidiaries, FedEx’s less-than-truckload (LTL) freight transportation services business, including FedEx Freight Direct and LTL Select, and the other businesses, including FedEx Custom Critical, included in FedEx’s FedEx Freight reporting segment as a separate public company. The Spin-Off is expected to be completed on June 1, 2026. The Issuer intends to distribute the net proceeds from the offering of the Notes to FedEx as part of the consideration for FedEx’s contribution of assets to the Issuer in connection with the Spin-Off.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.

Corporate Overview

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenue of $90 billion, the company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 500,000 employees to remain focused on safety, the highest ethical and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act (the “PSLRA”), such as statements regarding the Spin-Off and the expected timing of the offering of the Notes. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. Such forward-looking statements, which are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA as well as other legal protections, are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, FedEx’s ability to satisfy required closing conditions and successfully implement the Spin-Off and achieve the anticipated benefits of such transaction; constraints, volatility, or disruption in the global capital and credit markets and other factors which can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended May 31, 2025. Any forward-looking statement speaks only as of the date on which it is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260122316836/en/

Media Contact:

Caitlin Maier

901-434-8100

mediarelations@fedex.com

Investor Relations Contact:

Jeni Hollander

901-818-7200

ir@fedex.com

Source: FedEx Corp.