[8-K] FedEx Corporation Reports Material Event

Rhea-AI Filing Summary

FedEx Corp. (FDX) filed an 8-K to report the execution of a euro-denominated debt offering. On 23 July 2025 the company and four wholly owned subsidiaries signed an underwriting agreement with BNP Paribas, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc.

• €500 million 3.500% senior notes due 2032
• €350 million 4.125% senior notes due 2037

The €850 million aggregate offering was registered under FedEx’s automatic shelf registration statement (Form S-3 No. 333-273320) and is backed by guarantees from the listed subsidiaries. Proceeds, pricing terms and use-of-funds details are not disclosed in the filing; however, the coupons indicate long-dated funding at fixed rates below current USD borrowing costs, providing currency diversification and extending the company’s maturity ladder. Exhibit 1.1 (the underwriting agreement) and the Inline XBRL cover page (Ex. 104) are incorporated by reference.

Positive

• Secured €850 million of long-term funding at fixed 3.5% and 4.125% coupons, diversifying currency exposure and extending debt maturity profile.

Negative

• Total debt increases, adding interest expense and slightly raising leverage without disclosed use-of-proceeds or deleveraging plan.

Insights

Fixed-Income Analyst

TL;DR: FDX taps euro market for €850 m long-term notes, locking in moderate coupons and extending debt maturities.

The two-tranche issue adds roughly US$930 m to FedEx’s capital stack at 3.5%/4.125% coupons—attractive versus comparable USD yields and below FedEx’s WACC. Euro funding diversifies currency exposure and lengthens average maturity (new tails at 2032 and 2037). Leverage rises modestly, but size is immaterial to a $74 bn balance sheet. Rating agencies likely view the deal as neutral; proceeds presumably refinance nearer-term debt or fund capex. Overall impact: modestly positive liquidity enhancement.

Corporate Finance Specialist

TL;DR: Incremental debt improves liquidity flexibility but slightly increases leverage; no use-of-proceeds specifics given.

FedEx continues its strategy of balancing currency buckets by issuing euros, potentially hedging European cash flows. Absence of detailed proceeds allocation limits insight into leverage trajectory and shareholder returns. Coupons reflect higher rate environment vs prior euro issues (0.45%-1.625%), but still reasonable for BBB range credit. Investors should watch upcoming FY26 guidance for clarity on allocation of new funds.

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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 23, 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 23, 2025, FedEx Corporation (the “Company”) and the Company’s wholly owned subsidiaries Federal Express Corporation, Federal Express International, Inc., Federal Express Europe, Inc. and FedEx Freight, Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with BNP PARIBAS, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc, on behalf of themselves and as representatives of the several underwriters named on Schedule B to the Underwriting Agreement (collectively, the “Underwriters”), in connection with the issuance and sale by the Company of €500,000,000 aggregate principal amount of the Company’s 3.500% Notes due 2032 and €350,000,000 aggregate principal amount of the Company’s 4.125% Notes due 2037.

We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the exhibit 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
1.1		Underwriting Agreement, dated July 23, 2025, among FedEx Corporation, the Significant Guarantors named therein and BNP PARIBAS, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc, on behalf of themselves and as representatives of the several underwriters named therein.
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 24, 2025	By:	/s/ Trampas T. Gunter
		Trampas T. Gunter
		Corporate Vice President, Corporate Development and Treasurer

FAQ

What debt did FedEx (FDX) announce in the 8-K?

FDX is issuing €500 m 3.500% notes due 2032 and €350 m 4.125% notes due 2037.

Who are the underwriters for FedEx’s new euro notes?

BNP Paribas, Goldman Sachs & Co. LLC and J.P. Morgan Securities plc act as joint book-runners.

Are the new FedEx notes guaranteed?

Yes, they are guaranteed by Federal Express Corp., Federal Express International, Federal Express Europe and FedEx Freight.

How large is the total offering size in U.S. dollars?

At current FX (~1.09), the €850 m issue equates to roughly US$930 million.

Will the issuance affect FedEx’s leverage?

Leverage rises modestly; the filing does not outline offsetting debt repayment plans.