FedEx (NYSE: FDX) funds $4.15B debt tenders with $4.1B spin-off dividend

Q: How much FedEx (FDX) debt is expected to be repurchased in these offers?

FedEx expects to accept for purchase $4,857,412,000 aggregate principal amount of notes that were validly tendered and not validly withdrawn by the early tender deadline, subject to series-level priorities and proration.

Q: How are FedEx’s (FDX) tender offers prioritized among different note series?

Notes are accepted according to Acceptance Priority Levels 1–19 , with higher levels filled first. FedEx will take all tendered notes in levels 1–12, a prorated portion of level 13, and none from levels 14–19.

Q: When will accepted FedEx (FDX) notes settle and when do the offers expire?

FedEx expects to settle accepted notes on the Early Settlement Date of July 14, 2026 . Although the offers are scheduled to expire on July 24, 2026 , no notes tendered after the early tender time will be accepted.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FedEx Corporation is conducting cash tender offers to repurchase various outstanding notes using a “waterfall” acceptance priority structure. The offers cover up to $4,150,000,000 aggregate purchase price of notes (excluding accrued interest), with acceptance priority levels from 1 to 19. As of the early tender time on July 9, 2026, tenders exceeded the Offer Cap, so FedEx expects to purchase the full amount tendered of all series ranked 1 through 12 and only a prorated portion of the 5.100% Notes due 2044 (priority level 13) using a proration factor of approximately 41.3%. Lower-priority series (levels 14–19) will not be accepted. In total, FedEx expects to buy $4,857,412,000 aggregate principal amount of notes on the early settlement date of July 14, 2026, paying holders a Total Consideration that includes an early tender premium of $30 per $1,000 principal for notes tendered by the early deadline. FedEx intends to fund the purchases primarily with an approximately $4.1 billion dividend received from the spin-off of FedEx Freight on June 1, 2026, supplemented by cash on hand.

Insights

FedEx uses spin-off cash to retire long-dated debt through oversubscribed tender offers.

FedEx is executing a large liability-management transaction, offering up to $4,150,000,000 to repurchase multiple note series. Early tenders were strong enough to exceed the Offer Cap, leading FedEx to accept $4,857,412,000 aggregate principal amount, mainly in longer-dated, higher-coupon bonds.

The company will fund these repurchases with an approximately $4.1 billion dividend from the FedEx Freight spin-off plus cash on hand, effectively redeploying separation proceeds into debt reduction. Notes are accepted in order of their Acceptance Priority Levels, with a limited 41.3% proration for the 5.100% 2044 notes and no purchases of lower-priority issues.

This transaction should reduce gross debt and future interest obligations on the affected series, though the filing does not quantify the interest savings. The early settlement is expected on July 14, 2026, after which untendered or unaccepted notes will be promptly returned to holders.

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

Offer Cap: $4,150,000,000 Principal Amount to be Purchased: $4,857,412,000 Early Tender Premium: $30 per $1,000 principal +3 more

6 metrics

Offer Cap $4,150,000,000 Aggregate purchase price limit for the cash tender offers, excluding accrued interest

Principal Amount to be Purchased $4,857,412,000 Aggregate principal amount of notes FedEx expects to accept on the Early Settlement Date

Early Tender Premium $30 per $1,000 principal Additional amount included in Total Consideration for notes tendered by the Early Tender Time

Spin-off Dividend Funding approximately $4.1 billion Dividend from FedEx Freight Holding Company, Inc. to fund the tender offer purchases

Proration Factor approximately 41.3% Proration applied to 5.100% Notes due 2044 so total purchases stay within the Offer Cap

Early Settlement Date July 14, 2026 Date FedEx expects to pay consideration for accepted notes and accrued interest

Key Terms

Offer Cap, Acceptance Priority Level, Early Tender Premium, Reference U.S. Treasury Security, +1 more

5 terms

Offer Cap financial

"to purchase up to $4,150,000,000 aggregate purchase price, not including accrued and unpaid interest (the “Offer Cap”)"

Acceptance Priority Level financial

"using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective acceptance priority levels"

Early Tender Premium financial

"includes an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”)"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

Reference U.S. Treasury Security financial

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

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.

waterfall methodology financial

"using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective acceptance priority levels"

A waterfall methodology is a step-by-step project approach where work moves through a fixed sequence of stages — such as planning, design, execution and testing — with each phase completed before the next begins. For investors, it signals predictability and clear checkpoints for delivery and cost, but also less flexibility to change course midstream; think of it like an assembly line that runs smoothly if the plan is right but can be costly and slow to adjust if problems arise.

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Understanding 8-K Material Events →

Available on EDGAR 07/10/2026 - 04:29 PM Accepted by SEC EDGAR 07/10/2026 - 04:29 PM

FAQ

What is FedEx (FDX) offering to purchase in these cash tender offers?

FedEx is conducting cash tender offers to repurchase multiple outstanding note series using a waterfall priority structure, with an Offer Cap of $4,150,000,000 aggregate purchase price excluding accrued and unpaid interest.

How much FedEx (FDX) debt is expected to be repurchased in these offers?

FedEx expects to accept for purchase $4,857,412,000 aggregate principal amount of notes that were validly tendered and not validly withdrawn by the early tender deadline, subject to series-level priorities and proration.

How are FedEx’s (FDX) tender offers prioritized among different note series?

Notes are accepted according to Acceptance Priority Levels 1–19, with higher levels filled first. FedEx will take all tendered notes in levels 1–12, a prorated portion of level 13, and none from levels 14–19.

What early tender premium does FedEx (FDX) pay to noteholders?

Holders whose notes were validly tendered by the early tender time and accepted for purchase receive a Total Consideration that includes an early tender premium of $30 per $1,000 principal amount, plus accrued and unpaid interest.

When will accepted FedEx (FDX) notes settle and when do the offers expire?

FedEx expects to settle accepted notes on the Early Settlement Date of July 14, 2026. Although the offers are scheduled to expire on July 24, 2026, no notes tendered after the early tender time will be accepted.

How will FedEx (FDX) fund the cash tender offers for its notes?

FedEx intends to fund the purchase price of the accepted notes primarily with an approximately $4.1 billion dividend from FedEx Freight Holding Company, Inc. received in connection with its June 1, 2026 spin-off, plus cash on hand.

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 10, 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 July 10, 2026, FedEx Corporation (the “Company”) announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes set forth below (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.

The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on July 9, 2026 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on July 9, 2026, and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

Acceptance Priority Level⁽¹⁾	Title of Series of Notes	CUSIP No.	Principal Amount Outstanding		Aggregate Principal Amount Tendered
1	4.500% Notes due 2065	31428XBD7	$	36,960,000	$	7,022,000
	4.500% Notes due 2065	U31520BA3 31428XCZ7 31428XDX1	$	213,040,000	$	115,951,000
2	3.250% Notes due 2041	31428XCE4	$	130,365,000	$	57,574,000
	3.250% Notes due 2041	U31520AP1 31428XCN4 31428XDL7	$	619,635,000	$	379,242,000
3	4.050% Notes due 2048	31428XBQ8	$	256,565,000	$	60,048,000
	4.050% Notes due 2048	U31520AX4 31428XCW4 31428XDU7	$	743,435,000	$	431,117,000
4	3.875% Notes due 2042	31428XAT3	$	55,389,000	$	23,015,000
	3.875% Notes due 2042	U31520AQ9 31428XCP9 31428XDM5	$	444,611,000	$	212,949,000
5	4.100% Notes due 2045	31428XBB1	$	146,170,000	$	50,541,000
	4.100% Notes due 2045	U31520AT3 31428XCS3 31428XDQ6	$	503,830,000	$	334,899,000
6	4.100% Notes due 2043	31428XAU0	$	108,231,000	$	38,320,000
	4.100% Notes due 2043	U31520AR7 31428XCQ7 31428XDN3	$	391,769,000	$	156,659,000
7	4.400% Notes due 2047	31428XBN5	$	145,347,000	$	56,413,000
	4.400% Notes due 2047	U31520AW6 31428XCV6 31428XDT0	$	604,653,000	$	407,316,000
8	4.550% Notes due 2046	31428XBG0	$	242,931,000	$	86,897,000
	4.550% Notes due 2046	U31520AV8 31428XCU8 31428XDS2	$	1,007,069,000	$	507,117,000
9	4.750% Notes due 2045	31428XBE5	$	336,562,000	$	123,772,000
	4.750% Notes due 2045	U31520AU0 31428XCT1 31428XDR4	$	913,438,000	$	466,653,000
10	2.400% Notes due 2031	31428XCD6	$	357,815,000	$	126,924,000
	2.400% Notes due 2031	U31520AL0 31428XCK0 31428XDH6	$	642,185,000	$	380,780,000
11	4.950% Notes due 2048	31428XBS4	$	153,531,000	$	29,061,000
	4.950% Notes due 2048	U31520AY2 31428XCX2 31428XDV5	$	696,469,000	$	418,069,000
12	3.900% Notes due 2035	31428XBA3	$	108,088,000	$	35,079,000
	3.900% Notes due 2035	U31520AN6 31428XCM6 31428XDK9	$	391,912,000	$	217,526,000

13	5.100% Notes due 2044	31428XAW6	$	208,311,000	$	56,971,000
	5.100% Notes due 2044	U31520AS5 31428XCR5 31428XDP8	$	541,689,000	$	268,988,000
14	3.100% Notes due 2029	31428XBV7	$	371,947,000	$	150,661,000
	3.100% Notes due 2029	U31520AJ5 31428XCH7 31428XDF0	$	628,053,000	$	392,455,000
15	5.250% Notes due 2050	31428XCA2	$	202,342,000	$	40,820,000
	5.250% Notes due 2050	U31520AZ9 31428XCY0 31428XDW3	$	1,047,658,000	$	395,723,000
16	3.400% Notes due 2028	31428XBP0	$	159,506,000	$	29,411,000
	3.400% Notes due 2028	U31520AG1 31428XCF1 31428XDD5	$	340,494,000	$	194,638,000
17	4.250% Notes due 2030	31428XBZ8	$	343,897,000	$	95,059,000
	4.250% Notes due 2030	U31520AK2 31428XCJ3 31428XDG8	$	406,103,000	$	208,006,000
18	4.200% Notes due 2028	31428XBR6	$	162,715,000	$	33,707,000
	4.200% Notes due 2028	U31520AH9 31428XCG9 31428XDE3	$	237,285,000	$	129,635,000
19	4.900% Notes due 2034	31428XAX4	$	148,482,000	$	34,722,000
	4.900% Notes due 2034	U31520AM8 31428XCL8 31428XDJ2	$	351,518,000	$	198,855,000

(1)

The Company 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 $4,150,000,000 (the “Offer Cap”) using a “waterfall” methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the table above (the “Acceptance Priority Levels”).

The Company also announced on July 10, 2026 the pricing terms of the Offers. Accordingly, on July 14, 2026 (the “Early Settlement Date”), the Company expects to accept for purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875% Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750% Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 41.3%, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029 (which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400% Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of 17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance Priority Level of 19) will not be accepted for purchase. After applying the proration factor to each series of 5.100% Notes due 2044, the Company expects to accept $23,475,000 aggregate principal amount (CUSIP No. 31428XAW6) and $110,993,000 aggregate principal amount (CUSIP No. U31520AS5, 31428XCR5 and 31428XDP8) of the 5.100% Notes due 2044 for purchase in the Offers.

Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on the Early Settlement Date will be returned to holders promptly after such date.

The Company intends to pay the purchase price for the Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offers with the proceeds of the approximately $4.1 billion dividend received from FedEx Freight Holding Company, Inc. (“FedEx Freight”) in connection with the spin-off of FedEx Freight on June 1, 2026 (the “Spin-Off”), together with cash on hand. Accrued and unpaid interest payable in respect of the Notes accepted for purchase and fees and expenses associated with the Offers will be paid with cash on hand.

A copy of each of the press releases announcing the early tender results and the pricing terms of the Offers is attached hereto as Exhibits 99.1 and 99.2, respectively, 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.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements, such as statements regarding the expected timing of completion of the Offers and the Company’s expectations with respect to the acceptance of validly tendered (and not validly withdrawn) Notes. 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 the Company operates; uncertainty and additional volatility in the global trade environment; the Company’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; the Company’s ability to achieve its cost reduction initiatives and financial performance goals, including its 2029 financial performance targets; the Company’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 the Company’s global transformation program and other ongoing reviews and initiatives; a significant data breach or other disruption to the Company’s technology infrastructure; damage to the Company’s reputation or loss of brand equity; the Company’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 the Company’s relationships with those providers or their provision of services to the Company; 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 the Company’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; the Company’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; the Company’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 the Company's investment in InPost, as a consortium member, and related commercial agreements; noncash impairment charges related to the Company’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 the Company’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; the Company’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; the Company’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 the Company’s and its subsidiaries’ press releases and the Company’s filings with the Securities and Exchange Commission, including the Company’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. The Company 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.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 99.1

Press Release, dated July 10, 2026 (early tender results).

Exhibit 99.2

Press Release, dated July 10, 2026 (pricing).

Exhibit 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: July 10, 2026	By:	/s/ Trampas T. Gunter
		Trampas T. Gunter
		Corporate Vice President, Corporate Development and Treasurer

Exhibit 99.1

FedEx Announces Early Tender Results of Previously Announced Cash Tender Offers

MEMPHIS, Tenn., July 10, 2026 – FedEx Corp. (NYSE: FDX) (“FedEx”) today announced the early results of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes set forth below (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.

The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on July 9, 2026 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on July 9, 2026 (the “Withdrawal Deadline”) and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

Acceptance Priority Level⁽¹⁾	Title of Series of Notes	CUSIP No.	Principal Amount Outstanding		Aggregate Principal Amount Tendered
1	4.500% Notes due 2065	31428XBD7	$	36,960,000	$	7,022,000
	4.500% Notes due 2065	U31520BA3 31428XCZ7 31428XDX1	$	213,040,000	$	115,951,000
2	3.250% Notes due 2041	31428XCE4	$	130,365,000	$	57,574,000
	3.250% Notes due 2041	U31520AP1 31428XCN4 31428XDL7	$	619,635,000	$	379,242,000
3	4.050% Notes due 2048	31428XBQ8	$	256,565,000	$	60,048,000
	4.050% Notes due 2048	U31520AX4 31428XCW4 31428XDU7	$	743,435,000	$	431,117,000
4	3.875% Notes due 2042	31428XAT3	$	55,389,000	$	23,015,000
	3.875% Notes due 2042	U31520AQ9 31428XCP9 31428XDM5	$	444,611,000	$	212,949,000
5	4.100% Notes due 2045	31428XBB1	$	146,170,000	$	50,541,000
	4.100% Notes due 2045	U31520AT3 31428XCS3 31428XDQ6	$	503,830,000	$	334,899,000
6	4.100% Notes due 2043	31428XAU0	$	108,231,000	$	38,320,000
	4.100% Notes due 2043	U31520AR7 31428XCQ7 31428XDN3	$	391,769,000	$	156,659,000
7	4.400% Notes due 2047	31428XBN5	$	145,347,000	$	56,413,000
	4.400% Notes due 2047	U31520AW6 31428XCV6 31428XDT0	$	604,653,000	$	407,316,000
8	4.550% Notes due 2046	31428XBG0	$	242,931,000	$	86,897,000
	4.550% Notes due 2046	U31520AV8 31428XCU8 31428XDS2	$	1,007,069,000	$	507,117,000
9	4.750% Notes due 2045	31428XBE5	$	336,562,000	$	123,772,000
	4.750% Notes due 2045	U31520AU0 31428XCT1 31428XDR4	$	913,438,000	$	466,653,000
10	2.400% Notes due 2031	31428XCD6	$	357,815,000	$	126,924,000
	2.400% Notes due 2031	U31520AL0 31428XCK0 31428XDH6	$	642,185,000	$	380,780,000
11	4.950% Notes due 2048	31428XBS4	$	153,531,000	$	29,061,000
	4.950% Notes due 2048	U31520AY2 31428XCX2 31428XDV5	$	696,469,000	$	418,069,000
12	3.900% Notes due 2035	31428XBA3	$	108,088,000	$	35,079,000
	3.900% Notes due 2035	U31520AN6 31428XCM6 31428XDK9	$	391,912,000	$	217,526,000

13	5.100% Notes due 2044	31428XAW6	$	208,311,000	$	56,971,000
	5.100% Notes due 2044	U31520AS5 31428XCR5 31428XDP8	$	541,689,000	$	268,988,000
14	3.100% Notes due 2029	31428XBV7	$	371,947,000	$	150,661,000
	3.100% Notes due 2029	U31520AJ5 31428XCH7 31428XDF0	$	628,053,000	$	392,455,000
15	5.250% Notes due 2050	31428XCA2	$	202,342,000	$	40,820,000
	5.250% Notes due 2050	U31520AZ9 31428XCY0 31428XDW3	$	1,047,658,000	$	395,723,000
16	3.400% Notes due 2028	31428XBP0	$	159,506,000	$	29,411,000
	3.400% Notes due 2028	U31520AG1 31428XCF1 31428XDD5	$	340,494,000	$	194,638,000
17	4.250% Notes due 2030	31428XBZ8	$	343,897,000	$	95,059,000
	4.250% Notes due 2030	U31520AK2 31428XCJ3 31428XDG8	$	406,103,000	$	208,006,000
18	4.200% Notes due 2028	31428XBR6	$	162,715,000	$	33,707,000
	4.200% Notes due 2028	U31520AH9 31428XCG9 31428XDE3	$	237,285,000	$	129,635,000
19	4.900% Notes due 2034	31428XAX4	$	148,482,000	$	34,722,000
	4.900% Notes due 2034	U31520AM8 31428XCL8 31428XDJ2	$	351,518,000	$	198,855,000

(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 $4,150,000,000 (the “Offer Cap”) using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective acceptance priority levels noted in the table above (the “Acceptance Priority Levels”).

The consideration to be paid for the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers will be determined at 10:00 a.m., New York City time, on July 10, 2026 (the “Price Determination Time”) in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified on the front cover of the Offer to Purchase for each series of Notes 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 on the front cover of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.” Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will be entitled to receive the applicable “Total Consideration,” which includes an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”). The Early Tender Premium will be included in the Total Consideration for each series of Notes, and will not constitute an additional or increased payment. 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, July 14, 2026 (the “Early Settlement Date”), payable on the Early Settlement Date.

Since the aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Notes that were validly tendered and not validly withdrawn in the Offers at or before the Early Tender Time is expected to exceed the Offer Cap, FedEx expects to accept for purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875% Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750% Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at or prior to the Early Tender Time on a prorated basis as described in the Offer to Purchase, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029 (which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400% Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of 17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance Priority Level of 19) will not be accepted for purchase. In addition, since the aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Notes that were validly tendered and not validly withdrawn in the Offers at or before the Early Tender Time is expected to exceed the Offer Cap, FedEx does not expect to accept for purchase any Notes tendered after the Early Tender Time.

None of the Offers is conditioned on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered. None of the Offers is subject to a financing condition.

FedEx expects to issue a press release later today following the Price Determination Time announcing the Total Consideration payable in connection with the Offers.

FedEx expressly reserves the right, in its sole discretion, subject to applicable law, to (1) terminate any or all of the Offers and not accept for purchase any of the Notes not theretofore accepted for purchase in the terminated Offer or Offers, (2) waive any and all of the conditions to the Offers on or prior to the time the Notes are accepted for purchase in any or all of the Offers, (3) accept for purchase and pay for all Notes validly tendered at or before the Early Tender Time or the time at which the Offers are scheduled to expire (the “Expiration Time”) and not validly withdrawn at or before the Withdrawal Deadline in any or all of the Offers and to keep any or all of the Offers open or extend the Early Tender Time, Withdrawal Deadline or Expiration Time to a later date and time, (4) increase or decrease the Offer Cap or change the Acceptance Priority Levels or (5) otherwise amend the terms and conditions of the Offers.

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 and FedEx’s expectations with respect to the acceptance of validly tendered (and not validly withdrawn) Notes. 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 Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”); 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

Exhibit 99.2

FedEx Announces Pricing for Cash Tender Offers

MEMPHIS, Tenn., July 10, 2026 – FedEx Corp. (NYSE: FDX) (“FedEx”) today announced the pricing terms of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) to purchase up to $4,150,000,000 aggregate purchase price, not including accrued and unpaid interest (the “Offer Cap”), of FedEx’s validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”), using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective acceptance priority levels noted in the table below (the “Acceptance Priority Levels”). 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.

Following the pricing of the Offers at 10:00 a.m., New York City time, on July 10, 2026 (the “Price Determination Time”), FedEx expects to accept for purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875% Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750% Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 41.3%, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029 (which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400% Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of 17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance Priority Level of 19) will not be accepted for purchase. After applying the proration factor to each series of 5.100% Notes due 2044, FedEx expects to accept $23,475,000 aggregate principal amount (CUSIP No. 31428XAW6) and $110,993,000 aggregate principal amount (CUSIP No. U31520AS5, 31428XCR5 and 31428XDP8) of the 5.100% Notes due 2044 for purchase in the Offers.

The “Total Consideration” to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on July 9, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the Offers, includes an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”), which will not constitute an additional or increased payment. In addition to the applicable Total Consideration, holders who validly tendered and did not validly withdraw their Notes, and whose Notes are accepted for purchase in the Offers will also be paid any applicable accrued and unpaid interest up to, but excluding, July 14, 2026 (the “Early Settlement Date”). The Total Consideration has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for each of the Notes 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”), determined at the Price Determination Time as specified in the table below and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.”

The table below includes only the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time that the Company expects to accept for purchase pursuant to the Offers.

Acceptance Priority Level⁽¹⁾	Title of Series of Notes	CUSIP No.	Principal Amount Outstanding		Reference U.S. Treasury Security⁽²⁾	Bloomberg Reference Page	Reference Yield		Fixed Spread (bps)	Total Consideration⁽³⁾
1	4.500% Notes due 2065	31428XBD7	$	36,960,000	4.750% UST due 2/15/2056	FIT1	5.070	%	110	$	755.32
	4.500% Notes due 2065	U31520BA3 31428XCZ7 31428XDX1	$	213,040,000	4.750% UST due 2/15/2056	FIT1	5.070	%	110	$	755.32
2	3.250% Notes due 2041	31428XCE4	$	130,365,000	4.375% UST due 5/15/2036	FIT1	4.553	%	90	$	777.81
	3.250% Notes due 2041	U31520AP1 31428XCN4 31428XDL7	$	619,635,000	4.375% UST due 5/15/2036	FIT1	4.553	%	90	$	777.81
3	4.050% Notes due 2048	31428XBQ8	$	256,565,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	799.18
	4.050% Notes due 2048	U31520AX4 31428XCW4 31428XDU7	$	743,435,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	799.18
4	3.875% Notes due 2042	31428XAT3	$	55,389,000	5.000% UST due 5/15/2046	FIT1	5.075	%	50	$	821.22
	3.875% Notes due 2042	U31520AQ9 31428XCP9 31428XDM5	$	444,611,000	5.000% UST due 5/15/2046	FIT1	5.075	%	50	$	821.22
5	4.100% Notes due 2045	31428XBB1	$	146,170,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	820.74
	4.100% Notes due 2045	U31520AT3 31428XCS3 31428XDQ6	$	503,830,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	820.74
6	4.100% Notes due 2043	31428XAU0	$	108,231,000	5.000% UST due 5/15/2046	FIT1	5.075	%	55	$	835.86
	4.100% Notes due 2043	U31520AR7 31428XCQ7 31428XDN3	$	391,769,000	5.000% UST due 5/15/2046	FIT1	5.075	%	55	$	835.86
7	4.400% Notes due 2047	31428XBN5	$	145,347,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	841.31
	4.400% Notes due 2047	U31520AW6 31428XCV6 31428XDT0	$	604,653,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	841.31
8	4.550% Notes due 2046	31428XBG0	$	242,931,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	862.13
	4.550% Notes due 2046	U31520AV8 31428XCU8 31428XDS2	$	1,007,069,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	862.13
9	4.750% Notes due 2045	31428XBE5	$	336,562,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	886.80
	4.750% Notes due 2045	U31520AU0 31428XCT1 31428XDR4	$	913,438,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	886.80
10	2.400% Notes due 2031	31428XCD6	$	357,815,000	4.125% UST due 6/30/2031	FIT1	4.287	%	25	$	908.10
	2.400% Notes due 2031	U31520AL0 31428XCK0 31428XDH6	$	642,185,000	4.125% UST due 6/30/2031	FIT1	4.287	%	25	$	908.10
11	4.950% Notes due 2048	31428XBS4	$	153,531,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	903.08
	4.950% Notes due 2048	U31520AY2 31428XCX2 31428XDV5	$	696,469,000	5.000% UST due 5/15/2046	FIT1	5.075	%	65	$	903.08
12	3.900% Notes due 2035	31428XBA3	$	108,088,000	4.375% UST due 5/15/2036	FIT1	4.553	%	35	$	930.63
	3.900% Notes due 2035	U31520AN6 31428XCM6 31428XDK9	$	391,912,000	4.375% UST due 5/15/2036	FIT1	4.553	%	35	$	930.63
13	5.100% Notes due 2044	31428XAW6	$	208,311,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	936.72
	5.100% Notes due 2044	U31520AS5 31428XCR5 31428XDP8	$	541,689,000	5.000% UST due 5/15/2046	FIT1	5.075	%	60	$	936.72

(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 noted in the table above.

(2)

The Total Consideration for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium of $30 per $1,000 principal amount is included in the Total Consideration for each 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.

(3)

Per $1,000 principal amount. Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes.

All conditions of the Offers were deemed satisfied by FedEx, or timely waived by FedEx. Accordingly, FedEx expects to accept for purchase, and pay for, $4,857,412,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date.

Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on July 14, 2026 (the “Early Settlement Date”) will be returned to holders promptly after the Early Settlement Date.

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 and FedEx’s expectations with respect to the acceptance of validly tendered (and not validly withdrawn) Notes. 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 Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”); 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

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FedEx (NYSE: FDX) funds $4.15B debt tenders with $4.1B spin-off dividend

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