false
0001048911
0001048911
2025-07-30
2025-07-30
0001048911
us-gaap:CommonStockMember
2025-07-30
2025-07-30
0001048911
fdx:Notes0.450PercentDue2025Member
2025-07-30
2025-07-30
0001048911
fdx:Notes1.625PercentDue2027Member
2025-07-30
2025-07-30
0001048911
fdx:Notes0.450PercentDue2029Member
2025-07-30
2025-07-30
0001048911
fdx:Notes1.300PercentDue2031Member
2025-07-30
2025-07-30
0001048911
fdx:Notes0.950PercentDue2033Member
2025-07-30
2025-07-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2025
FedEx Corporation
(Exact Name of Registrant as Specified in its
Charter)
Delaware
(State or other Jurisdiction
of Incorporation) |
|
1-15829
(Commission File Number) |
|
62-1721435
(IRS Employer
Identification No.) |
942 South Shady Grove Road
Memphis, Tennessee
(Address of principal executive offices) |
|
|
|
38120
(Zip Code) |
Registrant’s telephone number, including
area code: (901) 818-7500
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each
class |
Trading Symbol(s) |
Name of each
exchange on which registered |
| Common Stock, $0.10 Par Value |
FDX |
New York Stock Exchange |
| 0.450% Notes due 2025 |
FDX 25A |
New York Stock Exchange |
| 1.625% Notes due 2027 |
FDX 27 |
New York Stock Exchange |
| 0.450% Notes due 2029 |
FDX 29A |
New York Stock Exchange |
| 1.300% Notes due 2031 |
FDX 31 |
New York Stock Exchange |
| 0.950% Notes due 2033 |
FDX 33 |
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On July 30, 2025, FedEx Corporation issued
€500,000,000 aggregate principal amount of its 3.500% Notes due 2032 and €350,000,000 aggregate principal amount of its
4.125% Notes due 2037.
We are filing this Current Report on Form 8-K
for the purpose of incorporating by reference the exhibits filed herewith into the Registration Statement on Form S-3 (Registration
No. 333-273320) by which those notes and related guarantees were registered.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Exhibit |
| 4.1 |
|
Indenture, dated as of October 23, 2015, among FedEx Corporation, the Guarantors named therein and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (as successor trustee to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K of October 23, 2015). |
| |
|
|
| 4.2 |
|
Supplemental Indenture No. 17, dated as of July 30, 2025, among FedEx Corporation, the Guarantors named therein, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Europe DAC, UK Branch, as paying agent. |
| |
|
|
| 4.3 |
|
Form of 3.500% Note due 2032 (included in Exhibit 4.2). |
| |
|
|
| 4.4 |
|
Form of 4.125% Note due 2037 (included in Exhibit 4.2). |
| |
|
|
| 5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the notes and guarantees. |
| |
|
|
| 5.2 |
|
Opinion of Clement E. Klank III, Secretary of FedEx Office and Print Services, Inc., regarding certain matters relating to FedEx Office and Print Services, Inc. |
| |
|
|
| 5.3 |
|
Opinion of Christina R. Conrad, Vice President – Labor Relations & Employment Law and Assistant Secretary of FedEx Freight, Inc., regarding certain matters relating to FedEx Freight, Inc. |
| |
|
|
| 23.1 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
| |
|
|
| 23.2 |
|
Consent of Clement E. Klank III (included in Exhibit 5.2). |
| |
|
|
| 23.3 |
|
Consent of Christina R. Conrad (included in Exhibit 5.3). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FEDEX CORPORATION |
| |
|
|
| Date: July 30, 2025 |
By: |
/s/ Trampas T. Gunter |
| |
|
Trampas T. Gunter |
| |
|
Corporate Vice President, Corporate Development and Treasurer |
