FedEx Announces Pricing of FedEx Freight’s $3.7 Billion Offering of Senior Notes in Connection with Planned Spin-Off

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 priced a private offering of $1,000,000,000 aggregate principal amount of 4.300% senior notes due 2029, $1,000,000,000 aggregate principal amount of 4.650% senior notes due 2031, $700,000,000 aggregate principal amount of 4.950% senior notes due 2033 and $1,000,000,000 aggregate principal amount of 5.250% senior notes due 2036 (collectively, the “Notes”). The offering of the Notes is expected to close on or about February 5, 2026, subject to the satisfaction of customary closing conditions.

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. Pending the consummation of the Spin-Off, the net proceeds from the offering of the Notes will be held in a segregated account. If the Spin-Off is not consummated by February 5, 2027, the Notes will be redeemed at 101% of principal plus accrued interest.

The Notes will be senior unsecured obligations of the Issuer and will initially be fully and unconditionally guaranteed on a senior unsecured basis by FedEx and FedEx Freight, Inc., a wholly owned subsidiary of FedEx that will be a subsidiary of the Issuer following the Spin-Off (“Freight Inc.”). Upon consummation of the Spin-Off, (i) FedEx will automatically and unconditionally be released from all obligations under its guarantee and (ii) FedEx Custom Critical, Inc., a wholly owned subsidiary of Freight Inc., will also guarantee the Notes.

The Notes and related guarantees 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 and related guarantees 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. The Issuer has agreed to file with the Securities and Exchange Commission (the “SEC”) an exchange registration statement with respect to an exchange offer for the Notes and related guarantees or a shelf registration statement for the resale of the Notes and related guarantees.

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 or related guarantees 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 for 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 SEC, 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.

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Media Contact:

Caitlin Maier

901-434-8100

mediarelations@fedex.com

Investor Relations Contact:

Jeni Hollander

901-818-7200

ir@fedex.com

Source: FedEx Corp.