FedEx (FDX) subsidiary sells multi-year senior notes ahead of freight spin-off

Rhea-AI Filing Summary

FedEx Freight Holding Company, Inc., a wholly owned subsidiary of FedEx Corporation, issued multiple series of senior unsecured notes to institutional investors. The company sold $1,000,000,000 of 4.300% Senior Notes due 2029, $1,000,000,000 of 4.650% Senior Notes due 2031, $700,000,000 of 4.950% Senior Notes due 2033, and $1,000,000,000 of 5.250% Senior Notes due 2036.

The notes are guaranteed on a senior unsecured basis by FedEx Corporation and FedEx Freight, Inc., with interest on each series payable semi-annually on March 15 and September 15, beginning September 15, 2026. FedEx plans a future spin-off transaction in which it will distribute at least 80.1% of the issuer’s common stock to its stockholders, after which FedEx Corporation will be released from its guarantee and FedEx Custom Critical, Inc. will become an additional guarantor.

Insights

Corporate credit analyst

FedEx adds long-term subsidiary debt across four tranches tied to a planned spin-off.

FedEx Freight Holding Company, Inc. has issued four senior unsecured note series totaling several billion dollars across maturities in 2029, 2031, 2033, and 2036. Coupons range from 4.300% to 5.250%, with semi-annual interest starting on September 15, 2026. These instruments were sold to qualified institutional buyers and certain non-U.S. persons.

The notes are guaranteed by FedEx Corporation and FedEx Freight, Inc. on a senior unsecured basis, ranking equally with their other unsubordinated obligations. After completion of a planned spin-off distributing at least 80.1% of the issuer’s common stock, FedEx Corporation will be released from its guarantee and FedEx Custom Critical, Inc. will join as a guarantor, shifting support to the freight-focused structure.

This structure links the debt profile directly to the freight business and the contemplated separation. Future disclosures around the spin-off’s completion and any exchange or shelf registration for the notes, as contemplated in the agreements, will further clarify how investors can trade these securities post-issuance.

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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 5, 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 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. ¨

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 of this Current Report on Form 8-K, including Exhibit 4.2 hereto, is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On February 5, 2026, FedEx Freight Holding Company, Inc. (the “Issuer”), a wholly owned subsidiary of FedEx Corporation (“FedEx” or the “Company”), issued $1,000,000,000 aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of its 4.650% Senior Notes due 2031 (the “2031 Notes”), $700,000,000 aggregate principal amount of its 4.950% Senior Notes due 2033 (the “2033 Notes”), and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes, and the 2033 Notes, the “Notes”).

The Notes were offered and sold in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Issuer has agreed to file with the Securities and Exchange Commission (the “SEC”) an exchange registration statement with respect to an exchange offer for the Notes and related guarantees or a shelf registration statement for the resale of the Notes and the related guarantees.

The Issuer’s obligations under the Indenture (as defined below) and the Notes will initially be guaranteed on a senior unsecured basis by the Company and FedEx Freight, Inc. (“Freight Inc.” and, together with the Company, the “Guarantors”). The Company will be automatically and unconditionally released and discharged from all future obligations under its guarantee of the Notes pursuant to the guarantee agreement (the “Guarantee Agreement”), dated as of February 5, 2026, among the Company, the Issuer, and Regions Bank (the “Trustee”) at such time as the transaction in which the Company will distribute to its stockholders at least 80.1% of the common stock of the Issuer (the “Spin-Off”) has been completed. FedEx Custom Critical, Inc., a wholly owned subsidiary of Freight Inc., will also guarantee the Notes upon the completion of the Spin-Off.

The Notes and the related guarantees are the Issuer’s and the Guarantors’ general, unsecured senior obligations, and rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future unsubordinated indebtedness, liabilities, and other obligations.

The Notes were issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of February 5, 2026, among the Issuer, Freight Inc., and the Trustee. The Indenture contains customary terms and covenants, including, but not limited to, provisions relating to the payment of principal and interest and events of default.

The 2029 Notes bear interest at a rate of 4.300% per annum, the 2031 Notes bear interest at a rate of 4.650% per annum, the 2033 Notes bear interest at a rate of 4.950% per annum, and the 2036 Notes bear interest at a rate of 5.250% per annum, with interest on each series of notes payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The 2029 Notes will mature on March 15, 2029, the 2031 Notes will mature on March 15, 2031, the 2033 Notes will mature on March 15, 2033, and the 2036 Notes will mature on March 15, 2036.

The foregoing summaries of the Indenture and Guarantee Agreement are qualified in their entirety by reference to the full text of each such agreement, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.		Exhibit
4.1		Indenture, dated as of February 5, 2026, among FedEx Freight Holding Company, Inc., FedEx Freight, Inc., and Regions Bank, as trustee.
4.2		Guarantee Agreement, dated as of February 5, 2026, among FedEx Freight Holding Company, Inc., FedEx Corporation,  and Regions Bank, as trustee.
4.3		Form of 4.300% Senior Note due 2029 (included in Exhibit 4.1).
4.4		Form of 4.650% Senior Note due 2031 (included in Exhibit 4.1).
4.5		Form of 4.950% Senior Note due 2033 (included in Exhibit 4.1).
4.6		Form of 5.250% Senior Note due 2036 (included in Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

FORWARD-LOOKING STATEMENTS

Certain statements in this Current Report on Form 8-K, such as statements relating to the Spin-Off, 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, FedEx’s ability to successfully implement the Spin-Off and achieve the anticipated benefits of such transaction and other factors which can be found in FedEx’s press releases and filings with the SEC. 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.

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: February 5, 2026	By:	/s/ Trampas T. Gunter
		Trampas T. Gunter
		Corporate Vice President, Corporate Development and Treasurer

FAQ

What new debt did FedEx (FDX) issue in this 8-K filing?

FedEx Freight Holding Company, Inc. issued four senior unsecured note series: $1,000,000,000 4.300% notes due 2029, $1,000,000,000 4.650% notes due 2031, $700,000,000 4.950% notes due 2033, and $1,000,000,000 5.250% notes due 2036, all with semi-annual interest payments.

Who guarantees the new FedEx (FDX) senior notes described in the filing?

Initially, the notes are guaranteed on a senior unsecured basis by FedEx Corporation and FedEx Freight, Inc. After the planned spin-off is completed, FedEx Corporation will be released from its guarantee, and FedEx Custom Critical, Inc. will become an additional guarantor alongside the issuer’s other guarantor.

How are interest and maturities structured on the new FedEx (FDX) notes?

The 2029, 2031, 2033, and 2036 notes carry coupons of 4.300%, 4.650%, 4.950%, and 5.250% respectively. Interest is payable semi-annually in arrears on March 15 and September 15, starting September 15, 2026, with each series maturing on its corresponding March 15 date.

How does the planned spin-off affect FedEx’s (FDX) guarantees on these notes?

Upon completion of a spin-off distributing at least 80.1% of the issuer’s common stock to FedEx stockholders, FedEx Corporation will be automatically and unconditionally released from its guarantee. At that time, FedEx Custom Critical, Inc. will add its guarantee, keeping support within the freight-related group.

Who bought the new FedEx (FDX) senior notes and how will they be registered?

The notes were sold in the United States to qualified institutional buyers and to certain non-U.S. persons under Regulation S. The issuer agreed to file either an exchange registration statement for an exchange offer or a shelf registration statement for resale of the notes and related guarantees.

What covenants and ranking apply to FedEx’s (FDX) new senior notes?

The notes and guarantees are general, unsecured senior obligations, ranking equally with existing and future unsubordinated indebtedness of the issuer and guarantors. The indenture includes customary terms and covenants, such as payment provisions and events of default, typical for senior unsecured corporate notes.