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FedEx issues €2.0B and $1.1B in new bonds

FedEx completed euro and U.S. dollar senior note offerings totaling €2.0 billion and $1.1 billion, locking in fixed coupons out to 2036.

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Form Type
8-K

Rhea-AI Filing Summary

FedEx Corporation (FDX) reports that it has issued new senior notes in both euros and U.S. dollars under its existing shelf registration. The company sold €1.1 billion 4.000% Notes due 2030, €900 million 4.625% Notes due 2034, and $1.1 billion 5.750% Notes due 2036 pursuant to underwriting agreements signed September 9, 2026.

Both the Euro Notes and USD Notes offerings were consummated on September 14, 2026. FedEx also entered into an indenture and supplemental indentures with U.S. Bank Trust Company, National Association and U.S. Bank Europe DAC, UK Branch, and filed associated legal opinions to be incorporated by reference into its Form S-3 registration statement.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Euro Notes 2030 principal €1,100,000,000 Aggregate principal amount of 4.000% Notes due 2030
Euro Notes 2034 principal €900,000,000 Aggregate principal amount of 4.625% Notes due 2034
USD Notes 2036 principal $1,100,000,000 Aggregate principal amount of 5.750% Notes due 2036
Coupon rate 2030 Euro Notes 4.000% Interest rate on Euro Notes due 2030
Coupon rate 2034 Euro Notes 4.625% Interest rate on Euro Notes due 2034
Coupon rate 2036 USD Notes 5.750% Interest rate on USD Notes due 2036
Consummation date September 14, 2026 Date both Euro and USD note offerings were completed
Underwriting Agreement financial
"entered into (i) an underwriting agreement (the “Euro Notes Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"Indenture, dated as of September 14, 2026, among FedEx Corporation"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture financial
"Supplemental Indenture No. 1, dated as of September 14, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
aggregate principal amount financial
"issuance and sale by the Company of €1,100,000,000 aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Registration Statement on Form S-3 regulatory
"into the Registration Statement on Form S-3 (Registration No. 333-297595)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new debt securities did FedEx (FDX) issue according to this Form 8-K?
FedEx issued €1,100,000,000 4.000% Notes due 2030, €900,000,000 4.625% Notes due 2034, and $1,100,000,000 5.750% Notes due 2036, all as senior notes underwritten by international and U.S. dealer syndicates.

When were FedEx’s new note offerings completed?
FedEx states that both the Euro Notes Offering and the USD Notes Offering were consummated on September 14, 2026, following underwriting agreements dated September 9, 2026.

What is the purpose of this FedEx (FDX) Form 8-K filing?
The company is filing this Form 8-K to incorporate by reference the underwriting agreements, indentures, note forms, and legal opinions related to the new notes into its Registration Statement on Form S-3 (No. 333-297595).

Who were the underwriters for FedEx’s euro-denominated notes?
The Euro Notes Underwriting Agreement is with Citigroup Global Markets Limited, Merrill Lynch International, Wells Fargo Securities International Limited, BNP PARIBAS, and ING Bank N.V., acting for themselves and as representatives of the several underwriters.

Which trustee and paying agent are associated with FedEx’s new notes?
FedEx entered into an Indenture dated September 14, 2026 and supplemental indentures with U.S. Bank Trust Company, National Association as trustee, and U.S. Bank Europe DAC, UK Branch as paying agent for the Euro Notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 9, 2026

  

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, 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 8.01. Other Events.

 

On September 9, 2026, FedEx Corporation (the “Company”) and the Company’s wholly owned subsidiaries Federal Express Corporation, Federal Express International, Inc. and Federal Express Europe, Inc. entered into (i) an underwriting agreement (the “Euro Notes Underwriting Agreement”) with Citigroup Global Markets Limited, Merrill Lynch International, Wells Fargo Securities International Limited, BNP PARIBAS and ING Bank N.V., on behalf of themselves and as representatives of the several underwriters named on Schedule B to the Euro Notes Underwriting Agreement, in connection with the issuance and sale by the Company of €1,100,000,000 aggregate principal amount of the Company’s 4.000% Notes due 2030 and €900,000,000 aggregate principal amount of the Company’s 4.625% Notes due 2034 (collectively, the “Euro Notes”) (the “Euro Notes Offering”) and (ii) an underwriting agreement (the “USD Notes Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Scotia Capital (USA) Inc., on behalf of themselves and as representatives of the several underwriters named on Schedule A to the USD Notes Underwriting Agreement, in connection with the issuance and sale by the Company of $1,100,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2036 (the “USD Notes,” and together with the Euro Notes, the “Notes”) (the “USD Notes Offering”). Each of the Euro Notes Offering and the USD Notes Offering was consummated on September 14, 2026.

 

The Company is 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. 333-297595) by which the Notes and related guarantees were registered.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Exhibit

     
1.1   Underwriting Agreement, dated September 9, 2026, among FedEx Corporation, the Significant Guarantors named therein and Citigroup Global Markets Limited, Merrill Lynch International, Wells Fargo Securities International Limited, BNP PARIBAS and ING Bank N.V., on behalf of themselves and as representatives of the several underwriters named therein.
     
1.2   Underwriting Agreement, dated September 9, 2026, among FedEx Corporation, the Significant Guarantors named therein and BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Scotia Capital (USA) Inc., on behalf of themselves and as representatives of the several underwriters named therein.
     
4.1   Indenture, dated as of September 14, 2026, among FedEx Corporation, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
     
4.2   Supplemental Indenture No. 1, dated as of September 14, 2026, 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 4.000% Note due 2030 (included in Exhibit 4.2).
     
4.4   Form of 4.625% Note due 2034 (included in Exhibit 4.2).
     
4.5   Supplemental Indenture No. 2, dated as of September 14, 2026, among FedEx Corporation, the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
     
4.6   Form of 5.750% Note due 2036 (included in Exhibit 4.5).
     
5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Euro Notes and related guarantees.
     
5.2   Opinion of Tiffany H. Brunson, Vice President—General Counsel and Assistant Secretary of FedEx Office and Print Services, Inc., regarding certain matters relating to FedEx Office and Print Services, Inc. with respect to the Euro Notes Offering.
     
5.3   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the USD Notes and related guarantees.
     
5.4   Opinion of Tiffany H. Brunson, Vice President—General Counsel and Assistant Secretary of FedEx Office and Print Services, Inc., regarding certain matters relating to FedEx Office and Print Services, Inc. with respect to the USD Notes Offering.

 

 

 

 

23.1   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
     
23.2   Consent of Tiffany H. Brunson, Vice President—General Counsel and Assistant Secretary of FedEx Office and Print Services, Inc. (included in Exhibit 5.2).
     
23.3   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.3).
     
23.4   Consent of Tiffany H. Brunson, Vice President—General Counsel and Assistant Secretary of FedEx Office and Print Services, Inc. (included in Exhibit 5.4).
     
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: September 14, 2026 By: /s/ Trampas T. Gunter
    Trampas T. Gunter
    Corporate Vice President, Corporate Development and Treasurer

 

 

 

Source: View Original Filing on SEC EDGAR

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