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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):
June 1, 2026 (May 28, 2026)
FedEx
Corporation
(Exact name of registrant as specified in its
charter)
Commission File Number 1-15829
Delaware
(State or other jurisdiction of
incorporation or organization) |
|
62-1721435
(I.R.S.
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 |
|
Name
of each exchange
on which registered |
| Common
Stock, par value $0.10 per share |
|
FDX |
|
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 |
| 0.450%
Notes due 2029 |
|
FDX
29B |
|
New
York Stock Exchange |
| 1.300%
Notes due 2031 |
|
FDX
31B |
|
New
York Stock Exchange |
| 3.500%
Notes due 2032 |
|
FDX
32 |
|
New
York Stock Exchange |
| 0.950%
Notes due 2033 |
|
FDX
33 |
|
New
York Stock Exchange |
| 0.950%
Notes due 2033 |
|
FDX
33A |
|
New
York Stock Exchange |
| 4.125%
Notes due 2037 |
|
FDX
37 |
|
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 1.01 Entry Into a Material Definitive Agreement.
On June 1, 2026, FedEx Corporation, a Delaware corporation (“FedEx”
or the “Company”) completed its spin-off of FedEx Freight Holding Company, Inc., a Delaware corporation (“FedEx
Freight”), into a new, publicly traded company (the “Spin-Off”). FedEx, or subsidiaries thereof, have entered into the
following agreements with FedEx Freight, or subsidiaries thereof, in connection with the Spin-Off in order to govern the ongoing relationship
between the Company and FedEx Freight after the Spin-Off and to facilitate an orderly transition.
Separation and Distribution Agreement
On May 28, 2026, the Company and FedEx Freight entered into a
Separation and Distribution Agreement (the “Separation and Distribution Agreement”) that sets forth the agreements between
FedEx and FedEx Freight regarding the principal actions taken in connection with the Spin-Off, including those related to the series of
internal reorganization transactions that FedEx undertook prior to the Spin-Off, pursuant to which FedEx Freight holds, through its subsidiaries,
the FedEx Freight business, and the distribution of 80.1% of the issued and outstanding shares of FedEx Freight common stock to FedEx’s
stockholders pursuant to the Spin-Off. It also sets forth other agreements that govern certain aspects of the Company’s relationship
with FedEx Freight following the Spin-Off. A summary of the Separation and Distribution Agreement can be found in the section entitled
“Certain Relationships and Related Person Transactions—Agreements with FedEx—Separation and Distribution Agreement”
in FedEx Freight’s Information Statement included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that
was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026 (the “Information Statement”),
which summary is incorporated herein by reference.
The foregoing description of the Separation and Distribution Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation and Distribution
Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Transition Services Agreement
On May 31, 2026, the Company and FedEx Freight entered into a
Transition Services Agreement (the “Transition Services Agreement”), pursuant to which each of FedEx and FedEx Freight will
provide certain transitional services to the other. The services, including certain support functions such as order creation, customer
data management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies
required for those functions, will be provided for a limited time, generally for no longer than two years following the Effective
Time (as defined below), and will be provided for specified fees, which are generally based on existing allocation models and/or on a
cost/cost-plus basis.
The foregoing description of the Transition Services Agreement does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, a
copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Tax Matters Agreement
On May 31, 2026, the Company and FedEx Freight entered into a
Tax Matters Agreement (the “Tax Matters Agreement”) that governs the parties’ respective rights, responsibilities, and
obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits
and other tax proceedings, and other matters regarding taxes. A summary of the Tax Matters Agreement can be found in the section entitled
“Certain Relationships and Related Person Transactions—Agreements with FedEx—Tax Matters Agreement” in the Information
Statement, which summary is incorporated herein by reference.
The foregoing description of the Tax Matters Agreement does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Tax Matters Agreement, a copy of which is filed
as Exhibit 10.2 hereto and is incorporated herein by reference.
Employee Matters Agreement
On May 31, 2026, the Company and FedEx Freight entered into an
Employee Matters Agreement (the “Employee Matters Agreement”) that addresses employment and employee compensation and benefits
matters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information.
The Employee Matters Agreement also addresses the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight
current and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and
former employees participate. A summary of the Employee Matters Agreement can be found in the section entitled “Certain Relationships
and Related Person Transactions—Agreements with FedEx— Employee Matters Agreement” in the Information Statement, which
summary is incorporated herein by reference.
The foregoing description of the Employee Matters Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employee Matters Agreement, a copy of
which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.
Intellectual Property Cross-License Agreement
On May 31,
2026, the Company, Federal Express Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Federal Express”),
and FedEx Dataworks, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“FedEx Dataworks”), on
the one hand, and FDXF Holding Corporation, a Delaware corporation and wholly owned subsidiary of FedEx Freight (“Freight
Holding”), on the other hand, entered into an Intellectual Property Cross-License Agreement (the “Intellectual Property Cross-License
Agreement”), pursuant to which each of FedEx, Federal Express, and FedEx Dataworks, on the one hand, and Freight Holding, on the
other hand, will grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual
Property Cross-License Agreement will remain in effect on a licensed-patent-by-licensed-patent and licensed-copyright-by-licensed-copyright
basis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity.
The Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either
party without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale,
separation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee
to which the Intellectual Property Cross-License Agreement relates.
The foregoing description of the Intellectual Property Cross-License
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Intellectual Property
Cross-License Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
Trademark License Agreement
On May 31, 2026, Federal Express and Freight Holding entered into
a Trademark License Agreement (the “Trademark License Agreement”) that provides Freight Holding with a license to continue
to use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name
and mark, in connection with the FedEx Freight business as conducted prior to the Effective Time in the United States, Canada, and Mexico.
The license granted to Freight Holding under the Trademark License Agreement will be for an initial term of five years from the Effective
Time, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the
other with notice of its election not to renew, and will not otherwise be terminable by Federal Express other than in connection with
a material uncured breach by Freight Holding, bankruptcy of Freight Holding, or a change of control of FedEx Freight or Freight Holding.
In addition, the agreement is not assignable by Freight Holding without the consent of Federal Express.
The foregoing description of the Trademark License Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the Trademark License Agreement, a copy of
which is filed as Exhibit 10.5 hereto and is incorporated herein by reference.
Stockholder and Registration Rights Agreement
On May 31, 2026, the Company and FedEx Freight entered into a
Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”), pursuant to which FedEx
Freight has agreed that, upon the request of FedEx, it will use its reasonable best efforts to effect the registration under applicable
federal and state securities laws of any shares of FedEx Freight common stock retained by FedEx. In addition, FedEx has agreed to vote
any shares of FedEx Freight common stock that it retains immediately after the Spin-Off in proportion to the votes cast by FedEx Freight’s
other stockholders. In connection with such agreement, FedEx has granted FedEx Freight a proxy to vote its shares of FedEx Freight common
stock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such
share from FedEx to a person other than FedEx, and neither the Stockholder and Registration Rights Agreement nor the proxy will limit
or prohibit any such sale or transfer.
The foregoing description of the Stockholder and Registration Rights
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholder and Registration
Rights Agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Immediately prior to the consummation of the Spin-Off, FedEx Freight
was a wholly owned subsidiary of the Company. Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”),
the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock
on a pro rata basis to the holders of FedEx common stock. Each FedEx stockholder received one share of FedEx Freight common stock
for every two shares of FedEx common stock held of record as of the close of business on May 15, 2026. Stockholders will receive
cash in lieu of fractional shares.
FedEx Freight will begin “regular way” trading on June 1,
2026 on the New York Stock Exchange (“NYSE”) under the ticker symbol “FDXF.” FedEx will continue to trade on the
NYSE under the ticker symbol “FDX.”
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
Director Resignation
As previously reported, in connection with the Spin-Off, Stephen E.
Gorman resigned from his position as a member of the Company’s Board of Directors (the “Board”), as well as his position
as a member of the committees thereof, in each case, effective as of immediately prior to the Effective Time to join the Board of Directors
of FedEx Freight. In addition, effective as of immediately prior to the Effective Time, the Board decreased its size from thirteen to
twelve members.
Officer Resignation
As previously reported, in connection with the Spin-Off, John A. Smith
resigned from his position as Chief Operating Officer, United States and Canada of FedEx, effective as of immediately prior to the Effective
Time to become the President and Chief Executive Officer of FedEx Freight.
Item 8.01 Other Events.
In connection with the Spin-Off, FedEx Freight paid a cash dividend
of approximately $4.1 billion to the Company prior to the Effective Time from the proceeds of the $3.7 billion senior notes offering completed
in February 2026 and borrowings under its delayed-draw term loan facility.
On June 1, 2026, FedEx issued a press release announcing the completion
of the Spin-Off. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
| 2.1 |
Separation and Distribution Agreement, effective as of May 28, 2026, by and between the Company and FedEx Freight Holding Company, Inc.* |
| |
|
| 10.1 |
Transition Services Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.* |
| |
|
| 10.2 |
Tax Matters Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.* |
| |
|
| 10.3 |
Employee Matters Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.* |
| |
|
| 10.4 |
Intellectual Property Cross-License Agreement, effective as of May 31, 2026, by and among the Company, Federal Express Corporation, FedEx Dataworks, Inc. and FDXF Holding Corporation.* |
| |
|
| 10.5 |
Trademark License Agreement, effective as of May 31, 2026, by and between Federal Express Corporation and FDXF Holding Corporation.* |
| |
|
| 10.6 |
Stockholder and Registration Rights Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.* |
| |
|
| 99.1 |
Press Release of FedEx Corporation, dated June 1, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Certain schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the U.S. Securities and Exchange Commission (the “SEC”). |
Cautionary Statement Regarding Forward Looking Statements
Certain statements
in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation
Reform Act, such as statements regarding the Company’s business following the Spin-Off, future financial targets, business strategies,
management’s views with respect to future events and financial performance, and the assumptions underlying such targets, expected
cost savings, strategies, and statements.
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 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, the possibility that the
Spin-Off will not result in the intended benefits; the possibility of disruption, including changes to existing business relationships,
disputes, litigation, or unanticipated costs in connection with the Spin-Off; uncertainty of the expected financial performance of the
Company following the Spin-Off; evolving legal, regulatory, and tax regimes; changes in global economic conditions; actions by third parties,
including government agencies; the Company’s ability to successfully implement its business strategy and global transformation program,
and its ability to optimize its network through Network 2.0; the Company’s ability to achieve cost-reduction initiatives and financial
performance goals; and other factors which can be found in the Company’s press releases and filings with the SEC, including its
Annual Report on Form 10-K for the fiscal year ended May 31, 2025, and subsequently filed Quarterly Reports on Form 10-Q,
and the Information Statement. Any forward-looking statement speaks only as of the date on which it is made. Neither the Company nor anyone
else undertakes or assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future
events, or otherwise.
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 |
|
| |
|
| By: |
/s/ Gina F. Adams |
|
| |
Name: |
Gina F. Adams |
|
| |
Title: |
Executive Vice President, General Counsel and
Secretary |
|
Date: June 1, 2026
Exhibit 99.1
FedEx Completes Spin-Off of FedEx Freight
•
Creates Two Independent, Industry-Leading Public Companies Positioned to Deliver Long-Term Stockholder Value
•
FedEx Freight Begins Trading Today on the New York Stock Exchange under Ticker “FDXF”
MEMPHIS, Tenn. — June 1, 2026 — FedEx Corp. (NYSE: FDX, “FedEx”) today announced the completion of its spin-off of FedEx Freight Holding Company, Inc. (NYSE: FDXF, “FedEx Freight”), establishing FedEx Freight as an independent, publicly traded company and focused leader in the North American less-than-truckload (LTL) industry. FedEx Freight common stock will begin “regular way” trading today on the New York Stock Exchange (“NYSE”) under the ticker symbol “FDXF.” FedEx will continue to trade on the NYSE under the ticker symbol “FDX.”
“The successful separation of FedEx Freight is a pivotal milestone, positioning two independent companies to lead their respective industries and create long-term value for their stockholders,” said Raj Subramaniam, FedEx president and chief executive officer. “Today’s spin-off positions FedEx Freight to build on its market-leading scale and a customer-focused culture, and advances the next chapter for FedEx as the industrial network that helps power the global economy.”
The spin-off was achieved through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight’s common stock on a pro rata basis to the holders of FedEx common stock. Each FedEx stockholder received one share of FedEx Freight common stock for every two shares of FedEx common stock held of record as of the close of business on May 15, 2026. Stockholders will receive cash in lieu of fractional shares of FedEx Freight common stock.
FedEx retained 19.9% of the outstanding shares of FedEx Freight common stock. FedEx will dispose of such shares within 24 months of the completion of the separation through one or more subsequent exchanges in repayment of certain FedEx debt held by FedEx creditors and/or through distributions to stockholders of FedEx as dividends or in exchange for outstanding shares of FedEx common stock.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC served as the financial advisors, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel.
About FedEx Corp.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of $92 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. To learn more, please visit fedex.com/about.
Forward Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act, such as statements regarding the FedEx Freight business following its separation from FedEx into a new publicly traded company.
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 are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from historical
*
Inclusive of FedEx Freight. Update to be provided following FedEx’s Q4 FY26 earnings call on June 23, 2026.
experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the possibility that the separation of FedEx Freight from FedEx will not result in the intended benefits; the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs, in connection with the separation; uncertainty of the expected financial performance of FedEx following the separation; evolving legal, regulatory, and tax regimes; changes in global economic conditions; actions by third parties, including government agencies; FedEx’s ability to successfully implement its business strategy and global transformation program, and its ability to optimize its network through Network 2.0; FedEx’s ability to achieve cost-reduction initiatives and financial performance goals; and other factors which can be found in FedEx’s press releases and filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended May 31, 2025, and subsequently filed Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made. Neither FedEx nor anyone else undertakes or assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
FedEx Corp. Media Contact:
Caitlin Adams Maier
mediarelations@fedex.com
FedEx Corp. Investor Relations Contact:
Jeni Hollander
ir@fedex.com
Source: FedEx Corp.
###
