FedEx (NYSE: FDX) uses $4.1B freight spin-off cash to cut debt

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FedEx Corporation is launching cash tender offers to repurchase outstanding notes for up to $4.15 billion in aggregate purchase price, excluding accrued interest. The offers cover multiple long-dated bond series and follow the spin-off of FedEx Freight.

FedEx Freight paid a cash dividend of approximately $4.1 billion to FedEx in connection with the spin-off, and FedEx will use this dividend, together with cash on hand, to fund the tender offers. The company states that the transactions support its strategy to reduce outstanding indebtedness and maintain a leverage-neutral profile after the spin-off.

Holders who tender by the July 9, 2026 Early Tender Time and are accepted will receive total consideration that includes an early tender premium of $30 per $1,000 principal amount. The offers are scheduled to expire at 5:00 p.m. New York City time on July 24, 2026, with expected early settlement on July 14, 2026 and final settlement on July 28, 2026, subject to the Offer Cap and other conditions in the Offer to Purchase.

Positive

FedEx is directing approximately $4.1 billion of spin-off proceeds plus cash on hand to tender for up to $4.15 billion of notes, aligning with its stated goal to reduce outstanding indebtedness and maintain a leverage-neutral profile after the FedEx Freight separation.

Negative

None.

Insights

FedEx uses freight spin-off cash to retire up to $4.15B of debt.

FedEx is offering to buy back various long-dated notes for up to an aggregate purchase price of $4.15 billion. The move is explicitly linked to proceeds from the FedEx Freight spin-off, which generated a roughly $4.1 billion cash dividend to FedEx.

The company states that these transactions support a strategy to reduce outstanding indebtedness and keep a leverage-neutral profile after the separation. Because the offers target multiple higher-coupon, long-maturity bonds, they can help reshape the debt stack toward FedEx’s preferred risk and duration mix.

Key mechanics include an Early Tender Time on July 9, 2026, an early tender premium of $30 per $1,000 principal amount, and an overall Offer Cap limiting purchases. Actual impact will depend on how much of each note series holders choose to tender under the acceptance priority levels and proration framework described in the Offer to Purchase.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Key Figures

Tender offer cap: $4.15 billion Spin-off dividend: $4.1 billion Early tender premium: $30 per $1,000 principal +5 more

8 metrics

Tender offer cap $4.15 billion Aggregate purchase price cap for notes, excluding accrued interest

Spin-off dividend $4.1 billion Cash dividend from FedEx Freight to FedEx in connection with spin-off

Early tender premium $30 per $1,000 principal Included in Total Consideration for notes tendered by Early Tender Time

Largest single note tranche $1,047,658,000 Principal amount outstanding of 5.250% Notes due 2050 (U.S. and global tranches combined row)

Early Tender Time 5:00 p.m. July 9, 2026 Deadline to qualify for Total Consideration including early tender premium

Expiration Time 5:00 p.m. July 24, 2026 Scheduled expiration of each offer, unless extended or earlier terminated

Early Settlement Date July 14, 2026 Expected payment date for notes tendered by Early Tender Time and accepted

Final Settlement Date July 28, 2026 Expected payment date for notes tendered after Early Tender Time and accepted

Key Terms

cash tender offers, Offer Cap, Early Tender Time, Acceptance Priority Levels, +2 more

6 terms

cash tender offers financial

"announced that it has commenced cash tender offers (each, an “Offer” and, collectively, the “Offers”)"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

Offer Cap financial

"aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $4.15 billion (the “Offer Cap”)"

Early Tender Time financial

"on July 9, 2026, unless such deadline is extended with respect to the applicable Offer (such date and time ... the “Early Tender Time”)"

Early tender time is the short window at the start of a takeover tender offer when shareholders can agree to sell their shares before the main offer closes; participants in this period may receive an extra incentive or greater assurance that their shares will be accepted. It matters to investors because choosing to tender early can lock in a higher or guaranteed payout—like taking an early-bird deal—while reducing the time available to evaluate the offer or wait for better alternatives.

Acceptance Priority Levels financial

"accepted based on the acceptance priority levels set forth in the table above (the “Acceptance Priority Levels”)"

A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.

Reference U.S. Treasury Security financial

"based on the bid-side price of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified in the table above"

A reference U.S. Treasury security is a specific government bond or bill used as the standard benchmark for pricing and comparing other investments. Investors treat it like a yardstick for the “risk-free” interest rate, so its yield influences borrowing costs, bond prices and the extra return demanded for riskier assets; think of it as the baseline price everyone uses to judge other financial deals.

Spin-Off financial

"finalized the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”)"

A spin-off happens when a company creates a new, independent business by separating part of itself, like splitting off a division into its own company. This often happens so the new company can focus better on its own goals or attract different investors. It matters because it can lead to more growth opportunities and clearer focus for both companies.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 08:38 AM Accepted by SEC EDGAR 06/25/2026 - 08:38 AM

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 25, 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, $0.10 Par Value	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 June 25, 2026, FedEx Corporation (the “Company”) announced that it is commencing cash tender offers (each, an “Offer” and collectively, the “Offers”) to purchase up to $4.15 billion aggregate purchase price, not including accrued and unpaid interest, of its outstanding 4.500% Notes due 2065, 3.250% Notes due 2041, 4.050% Notes due 2048, 3.875% Notes due 2042, 4.100% Notes due 2045, 4.100% Notes due 2043, 4.400% Notes due 2047, 4.550% Notes due 2046, 4.750% Notes due 2045, 2.400% Notes due 2031, 4.950% Notes due 2048, 3.900% Notes due 2035, 5.100% Notes due 2044, 3.100% Notes due 2029, 5.250% Notes due 2050, 3.400% Notes due 2028, 4.250% Notes due 2030, 4.200% Notes due 2028 and 4.900% Notes due 2034 (collectively, the “Notes”). The Offers are being made pursuant to an Offer to Purchase, dated June 25, 2026 (the “Offer to Purchase”), which sets forth a description of the terms of the Offers.

Each Offer is scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or earlier terminated by the Company. To receive the total consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes, holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless such deadline is extended with respect to the applicable Offer (such date and time, as the same may be extended with respect to each Offer, the “Early Tender Time”). The early tender premium is included in the total consideration for each series of Notes, and does not constitute an additional or increased payment. Notes validly tendered may not be validly withdrawn after 5:00 p.m., New York City time, on July 9, 2026, unless such deadline is extended with respect to the applicable Offer. The Company expects to settle payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Early Tender Time on July 14, 2026.

As previously announced, the Company finalized the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”), establishing FedEx Freight as an independent, publicly traded company. In connection with the Spin-Off, FedEx Freight paid a cash dividend of approximately $4.1 billion to the Company, the proceeds of which will be used, together with cash on hand, to fund the consideration for the Offers.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are serving as Lead Dealer Managers for the Offers and Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. are serving as Co-Dealer Managers for the Offers.

A copy of the press release announcing the launch of the Offers is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

The information in this Form 8-K filed pursuant to Item 8.01 is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of FedEx Corporation dated June 25, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are 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: June 25, 2026	By:	/s/ Trampas T. Gunter
		Trampas T. Gunter
		Corporate Vice President, Corporate Development and Treasurer

Exhibit 99.1

FedEx Announces Commencement of Cash Tender Offers

MEMPHIS, Tenn., June 25, 2026 – FedEx Corp. (NYSE: FDX) (“FedEx”) today announced that it has commenced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the maximum principal amount of validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”), such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $4.15 billion (the “Offer Cap”). The Offers are being made pursuant to an Offer to Purchase, dated June 25, 2026 (the “Offer to Purchase”), which sets forth a description of the terms of the Offers.

As previously announced, FedEx finalized the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”), establishing FedEx Freight as an independent, publicly traded company. 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 holders of FedEx common stock. In connection with the Spin-Off, FedEx Freight paid a cash dividend of approximately $4.1 billion to FedEx (the “FedEx Freight Dividend”), the proceeds of which will be used, together with cash on hand, to fund the consideration for the Offers. The Offers support FedEx’s strategy to reduce its outstanding indebtedness to maintain a leverage-neutral profile following the completion of the Spin-Off.

The following table sets forth certain terms of the Offers:

Acceptance Priority Level⁽¹⁾	Title of Series of Notes	CUSIP No.	Principal Amount Outstanding		Reference U.S. Treasury Security	Bloomberg Reference Page	Fixed Spread (bps) ⁽²⁾	Early Tender Premium⁽³⁾
1	4.500% Notes due 2065	31428XBD7	$	36,960,000	4.750% UST due 2/15/2056	FIT1	110	$	30
	4.500% Notes due 2065	U31520BA3 31428XCZ7 31428XDX1	$	213,040,000	4.750% UST due 2/15/2056	FIT1	110	$	30
2	3.250% Notes due 2041	31428XCE4	$	130,365,000	4.375% UST due 5/15/2036	FIT1	90	$	30
	3.250% Notes due 2041	U31520AP1 31428XCN4 31428XDL7	$	619,635,000	4.375% UST due 5/15/2036	FIT1	90	$	30
3	4.050% Notes due 2048	31428XBQ8	$	256,565,000	5.000% UST due 5/15/2046	FIT1	60	$	30
	4.050% Notes due 2048	U31520AX4 31428XCW4 31428XDU7	$	743,435,000	5.000% UST due 5/15/2046	FIT1	60	$	30
4	3.875% Notes due 2042	31428XAT3	$	55,389,000	5.000% UST due 5/15/2046	FIT1	50	$	30
	3.875% Notes due 2042	U31520AQ9 31428XCP9 31428XDM5	$	444,611,000	5.000% UST due 5/15/2046	FIT1	50	$	30
5	4.100% Notes due 2045	31428XBB1	$	146,170,000	5.000% UST due 5/15/2046	FIT1	60	$	30
	4.100% Notes due 2045	U31520AT3 31428XCS3 31428XDQ6	$	503,830,000	5.000% UST due 5/15/2046	FIT1	60	$	30
6	4.100% Notes due 2043	31428XAU0	$	108,231,000	5.000% UST due 5/15/2046	FIT1	55	$	30
	4.100% Notes due 2043	U31520AR7 31428XCQ7 31428XDN3	$	391,769,000	5.000% UST due 5/15/2046	FIT1	55	$	30
7	4.400% Notes due 2047	31428XBN5	$	145,347,000	5.000% UST due 5/15/2046	FIT1	65	$	30
	4.400% Notes due 2047	U31520AW6 31428XCV6 31428XDT0	$	604,653,000	5.000% UST due 5/15/2046	FIT1	65	$	30
8	4.550% Notes due 2046	31428XBG0	$	242,931,000	5.000% UST due 5/15/2046	FIT1	65	$	30
	4.550% Notes due 2046	U31520AV8 31428XCU8 31428XDS2	$	1,007,069,000	5.000% UST due 5/15/2046	FIT1	65	$	30
9	4.750% Notes due 2045	31428XBE5	$	336,562,000	5.000% UST due 5/15/2046	FIT1	65	$	30
	4.750% Notes due 2045	U31520AU0 31428XCT1 31428XDR4	$	913,438,000	5.000% UST due 5/15/2046	FIT1	65	$	30

10	2.400% Notes due 2031	31428XCD6	$	357,815,000	4.125% UST due 6/30/2031	FIT1	25	$	30
	2.400% Notes due 2031	U31520AL0 31428XCK0 31428XDH6	$	642,185,000	4.125% UST due 6/30/2031	FIT1	25	$	30
11	4.950% Notes due 2048	31428XBS4	$	153,531,000	5.000% UST due 5/15/2046	FIT1	65	$	30
	4.950% Notes due 2048	U31520AY2 31428XCX2 31428XDV5	$	696,469,000	5.000% UST due 5/15/2046	FIT1	65	$	30
12	3.900% Notes due 2035	31428XBA3	$	108,088,000	4.375% UST due 5/15/2036	FIT1	35	$	30
	3.900% Notes due 2035	U31520AN6 31428XCM6 31428XDK9	$	391,912,000	4.375% UST due 5/15/2036	FIT1	35	$	30
13	5.100% Notes due 2044	31428XAW6	$	208,311,000	5.000% UST due 5/15/2046	FIT1	60	$	30
	5.100% Notes due 2044	U31520AS5 31428XCR5 31428XDP8	$	541,689,000	5.000% UST due 5/15/2046	FIT1	60	$	30
14	3.100% Notes due 2029	31428XBV7	$	371,947,000	4.125% UST due 6/15/2029	FIT1	25	$	30
	3.100% Notes due 2029	U31520AJ5 31428XCH7 31428XDF0	$	628,053,000	4.125% UST due 6/15/2029	FIT1	25	$	30
15	5.250% Notes due 2050	31428XCA2	$	202,342,000	4.750% UST due 2/15/2056	FIT1	65	$	30
	5.250% Notes due 2050	U31520AZ9 31428XCY0 31428XDW3	$	1,047,658,000	4.750% UST due 2/15/2056	FIT1	65	$	30
16	3.400% Notes due 2028	31428XBP0	$	159,506,000	4.125% UST due 6/30/2028	FIT1	15	$	30
	3.400% Notes due 2028	U31520AG1 31428XCF1 31428XDD5	$	340,494,000	4.125% UST due 6/30/2028	FIT1	15	$	30
17	4.250% Notes due 2030	31428XBZ8	$	343,897,000	4.125% UST due 6/30/2031	FIT1	20	$	30
	4.250% Notes due 2030	U31520AK2 31428XCJ3 31428XDG8	$	406,103,000	4.125% UST due 6/30/2031	FIT1	20	$	30
18	4.200% Notes due 2028	31428XBR6	$	162,715,000	4.125% UST due 6/30/2028	FIT1	25	$	30
	4.200% Notes due 2028	U31520AH9 31428XCG9 31428XDE3	$	237,285,000	4.125% UST due 6/30/2028	FIT1	25	$	30
19	4.900% Notes due 2034	31428XAX4	$	148,482,000	4.375% UST due 5/15/2036	FIT1	40	$	30
	4.900% Notes due 2034	U31520AM8 31428XCL8 31428XDJ2	$	351,518,000	4.375% UST due 5/15/2036	FIT1	40	$	30

(1)

FedEx is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offers for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed the Offer Cap using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective Acceptance Priority Levels (as defined below).

(2)

The Total Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time (as defined below) or the Tender Offer Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) after the Early Tender Time but prior to or at the Expiration Time (as defined below), as applicable, and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The applicable Early Tender Premium as set forth above (with respect to each series of Notes, the “Early Tender Premium”) is included in the Total Consideration for such series of Notes set forth above and does not constitute an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable.

(3)

Per $1,000 principal amount.

Each Offer is scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or earlier terminated by FedEx (such date and time, as the same may be extended or earlier terminated with respect to each Offer, the “Expiration Time”). To receive the Total Consideration, holders of the Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless such deadline is extended with respect to the applicable Offer (such date and time, as the same may be extended with respect to each Offer, the “Early Tender Time”). Tenders of Notes may not be validly withdrawn after 5:00 p.m., New York City time, on July 9, 2026 (the “Withdrawal Deadline”). After such time, Notes validly tendered may not be validly withdrawn unless such deadline is extended with respect to the applicable Offer, except in certain limited circumstances where additional withdrawal rights are required by law. Payments for Notes validly tendered (and not validly withdrawn) and accepted for purchase at or prior to the Early Tender Time are expected to be made on July 14, 2026 (the “Early Settlement Date”). Payments for Notes validly tendered (and not validly withdrawn) after the Early Tender Time but at or prior to the Expiration Time that are accepted for purchase are expected to be made on July 28, 2026 (the “Final Settlement Date” and, together with the Early Settlement Date, the “Settlement Dates”).

The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above and on the front cover of the Offer to Purchase for each series over the applicable yield to the maturity date or par call date, as applicable, based on the bid-side price of the applicable U.S. Treasury Security (the “Reference Treasury Security”) specified in the table above and on the front cover of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security” at 10:00 a.m. New York City time, on July 10, 2026 (such date and time, as it may be extended, the “Price Determination Time”). Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Time that are accepted for purchase will be eligible to receive the applicable “Total Consideration,” which includes the applicable Early Tender Premium specified in the table above. The Early Tender Premium is included in the Total Consideration for each series of Notes and does not constitute an additional or increased payment. Holders who validly tender Notes after the Early Tender Time but at or prior to the Expiration Time and whose Notes are accepted for purchase will be entitled to receive the applicable “Tender Offer Consideration” which will be equal to the applicable Total Consideration minus the applicable Early Tender Premium. In addition, in each case, holders whose Notes are accepted for purchase will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable Settlement Date, payable on the Settlement Date.

FedEx will accept for purchase for cash the maximum principal amount of validly tendered (and not validly withdrawn) Notes for which the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes does not exceed the Offer Cap. Subject to the satisfaction or waiver of the conditions of the Offers, Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time will be accepted based on the acceptance priority levels set forth in the table above (the “Acceptance Priority Levels”). Notes validly tendered at or prior to the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels of Notes tendered after the Early Tender Time. Subject to applicable law, FedEx may increase, decrease or waive the Offer Cap, as provided in the Offer to Purchase.

Subject to the satisfaction or waiver of the conditions of the Offers, (1) at the Early Settlement Date, FedEx will accept for purchase all Notes of each series validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline, in accordance with their respective Acceptance Priority Levels and subject to the Offer Cap; and (2) on the Final Settlement Date, to the extent FedEx has not already accepted Notes with an aggregate purchase price payable in respect of such Notes equal to the Offer Cap, FedEx will accept for purchase validly tendered and not validly withdrawn Notes of each series not previously purchased on the Early Settlement Date, in accordance with their respective Acceptance Priority Levels and subject to the Offer Cap. Any Notes validly tendered (and not validly withdrawn) in the Offers and accepted for purchase will be accepted for purchase by FedEx based on the Offer Cap and the Acceptance Priority Levels and may be subject to proration, each as more fully described in the Offer to Purchase.

None of the Offers is conditioned on any minimum amount of Notes of the applicable series being tendered, and none of the Offers is conditioned on the consummation of any of the other Offers. None of the Offers is subject to a financing condition. FedEx’s obligation to accept for purchase, and to pay for, Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to, and conditioned upon, the satisfaction or waiver of the conditions described in the Offer to Purchase.

This press release does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Offers are being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc and Wells Fargo Securities, LLC are serving as Lead Dealer Managers for the Offers and Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. are serving as Co-Dealer Managers for the Offers (each, a “Dealer Manager” and together, the “Dealer Managers”). Questions regarding the Offers may be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3554 (collect), BofA Securities, Inc. at (888) 292-0070 (toll free) or (980) 387-3907 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4759 (collect).

The complete terms and conditions of the Offers are described in the Offer to Purchase. Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation (“GBSC”), which is acting as the Tender Agent and Information Agent for the Offers, at (212) 430-3774 (for banks and brokers), at (855) 654-2015 (for all others), or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase are (subject to offer restrictions) available on their website https://www.gbsc-usa.com/FedEx.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. 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 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, such as statements regarding the expected timing of completion of the Offers. 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,” “determined to,” 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, economic conditions in the global markets in which FedEx operates; uncertainty and additional volatility in the global trade environment; FedEx’s ability to successfully implement its business strategies and global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively respond to changes in market dynamics, and achieve the anticipated benefits of such strategies and actions; FedEx’s ability to achieve its cost reduction initiatives and financial performance goals, including its 2029 financial performance targets; FedEx’s ability to achieve the anticipated benefits of the Spin-Off of FedEx Freight; the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the Spin-Off of FedEx Freight; the timing and amount of any costs or benefits or any specific outcome, transaction, or change (of which there can be no assurance), or the terms, timing, and structure thereof, related to FedEx’s global transformation program and other ongoing reviews and initiatives; a significant data breach or other disruption to FedEx’s technology infrastructure; damage to FedEx’s reputation or loss of brand equity; FedEx’s ability to meet its labor and purchased transportation needs while controlling related costs; failure of third-party service providers to perform as expected, or disruptions in FedEx’s relationships with those providers or their provision of services to FedEx; the effect of any international conflicts or terrorist activities, including as a result of the current conflicts between Russia and Ukraine and in the Middle East; evolving or new U.S. domestic or international laws and government regulations, policies, and actions, including regulatory and/or legal compliance requirements that can affect FedEx’s ability to efficiently or fully utilize its aircraft; changes in fuel prices or currency exchange rates, including significant increases in fuel prices as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East and other geopolitical and regulatory developments; the effect of intense competition; FedEx’s ability to match capacity to shifting volume levels; an increase in self-insurance accruals and expenses; loss or delay in the collection of accounts receivable, including those related to tariffs in light of recent judicial rulings; the effect of technology developments, including autonomous technology and artificial intelligence; failure to receive or collect expected insurance coverage; FedEx’s ability to effectively operate, integrate, leverage, and grow acquired businesses and complete and realize the anticipated benefits of acquisitions and other strategic transactions including FedEx's investment in InPost, as a consortium member, and related commercial agreements; noncash impairment charges related to FedEx’s goodwill and certain deferred tax assets; the future rate of e-commerce growth; future guidance, regulations, interpretations, challenges, or judicial decisions related to tariffs and FedEx’s tax positions; labor-related disruptions; legal challenges or changes related to service providers contracted to conduct certain linehaul and pickup-and-delivery operations and the drivers providing services on their behalf and the coverage of U.S. employees at Federal Express Corporation under the Railway Labor Act of 1926, as amended; FedEx’s ability to quickly and effectively restore operations following adverse weather or a localized disaster or disturbance in a key geography; the effects of a widespread outbreak of an illness or any other communicable disease or public health crises; any liability resulting from and the costs of defending against litigation, including refunds of tariffs; FedEx’s ability to achieve or demonstrate progress on its goal of carbon-neutral operations by 2040; successful completion of stock repurchases; and other factors which can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings with the Securities and Exchange Commission, including FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025 and subsequent Quarterly Reports on Form 10-Q. 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.

Contacts

FedEx Corp. Media Contact:

Caitlin Adams Maier

mediarelations@fedex.com

FedEx Corp. Investor Relations Contact:

Jeni Hollander

ir@fedex.com

Source: View Original Filing on SEC EDGAR

FAQ

What did FedEx (FDX) announce in this Form 8-K?

FedEx announced cash tender offers to repurchase various outstanding notes for up to $4.15 billion in aggregate purchase price, excluding accrued interest. The offers are detailed in an Offer to Purchase dated June 25, 2026.

How large are FedEx’s cash tender offers and what is the Offer Cap?

FedEx’s tender offers are capped at an aggregate purchase price of $4.15 billion, excluding accrued and unpaid interest. This Offer Cap limits the maximum cash FedEx will spend buying back the listed series of notes across all acceptance priority levels.

How is FedEx funding the $4.15 billion tender offers?

FedEx is funding the offers primarily with a cash dividend of approximately $4.1 billion paid by FedEx Freight in connection with its spin-off, supplemented by cash on hand. The company links this funding to its leverage-neutral debt reduction strategy.

What are the key dates for FedEx’s note tender offers in 2026?

The Early Tender Time is 5:00 p.m. New York City time on July 9, 2026, the Expiration Time is 5:00 p.m. on July 24, 2026, with early settlement expected on July 14 and final settlement on July 28, 2026.

What incentive do noteholders have to tender early in FedEx’s offers?

Holders who validly tender and do not withdraw by the Early Tender Time, and whose notes are accepted, receive Total Consideration that includes an early tender premium of $30 per $1,000 principal. Later tenders receive the Total Consideration minus this premium.

How do the acceptance priority levels work in FedEx’s tender offers?

FedEx will accept validly tendered notes based on specified Acceptance Priority Levels and the overall Offer Cap. Notes tendered by the Early Tender Time receive priority over later tenders, and purchases may be subject to proration as described in the Offer to Purchase.

Filing Exhibits & Attachments

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Press Releases

EX-99.1 EXHIBIT 99.1 133.2 KB