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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): February 9, 2026
FedEx Corporation
(Exact name of registrant as specified in its
charter)
Commission File Number 1-15829
Delaware
(State or other jurisdiction of
incorporation) |
|
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 |
|
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 31 |
|
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. ¨
SECTION 8. OTHER EVENTS.
On February 9, 2026, InPost
S.A. (“InPost”) and a consortium consisting of FedEx Corporation, through a wholly-owned subsidiary (together, “FedEx”),
IS Iris Financial Investor S.à r.l (“Advent”), A&R Investments Limited (“A&R Investments”), and
PPF Group N.V. (together with its subsidiaries, “PPF”) announced a conditional agreement on an intended recommended all-cash
public offer for all issued and outstanding shares of InPost at an offer price of €15.60 (cum dividend) per share (the “Offer”).
Post-completion, the consortium will be structured with FedEx holding 37%, Advent holding 37%, A&R Investments holding 16%, and PPF
holding 10%. InPost will continue to operate as a standalone company. The Offer and the transactions contemplated thereby (the “Transactions”)
are subject to certain customary closing conditions, including, among others, the receipt of regulatory approvals. Based upon the proposed
Offer price, FedEx’s investment is valued at approximately $2.6 billion. FedEx intends to fund its portion of the Offer by utilizing
available cash balances, existing or new liquidity sources, or a combination thereof. Once the Transactions are completed, InPost
and FedEx will enter into arm’s length commercial agreements that will enable both businesses to benefit from complementary strengths
and a shared vision.
Additional information regarding
the Offer is available on InPost's corporate website. FedEx disclaims any responsibility for information
on such website and information on such website is not incorporated by reference in, and does not form a part of, this Current Report
on Form 8-K.
This disclosure is for information
purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities or investment advice or an inducement
to enter into investment activity. This disclosure does not constitute an offer to sell or issue, or a solicitation of an offer to buy
or acquire, any securities of FedEx or InPost in any jurisdiction.
FORWARD-LOOKING STATEMENTS.
Certain statements in this
Current Report on Form 8-K, such as statements relating to the Transactions, may be considered forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include those preceded by, followed
by, or that include the words “will,” “may,” “could,” “would,” “should,” “believe,”
“expected,” “anticipated,” “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 ability to obtain required regulatory approvals for
the Transactions; the risk that the Transactions may not close on the anticipated timeline, or at all; the ability to realize the anticipated
benefits of the Transactions; and other factors which can be found in FedEx’s press releases and filings with the U.S. Securities
and Exchange Commission. 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.
SIGNATURES
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: February 9, 2026 |
By: |
/s/ Trampas T. Gunter |
| |
|
Trampas T. Gunter |
| |
|
Corporate Vice President, Corporate Development and Treasurer |
