Every 8-K that FedEx Corporation (FDX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FDX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FDX filings page.
FedEx Corporation approved a new Executive Severance Plan that will govern all future separations with executive officers, replacing prior Management Retention Agreements. Severance is provided only for qualifying terminations (without cause or with good reason) and is conditioned on a release of claims plus non-competition and non-solicitation covenants; violating these covenants ends benefits and may trigger repayment.
For qualifying terminations within 24 months after a change of control, executives receive the same benefits with a 2x multiplier, while equity awards continue to be handled under the FedEx Corporation 2019 Omnibus Stock Incentive Plan. Executives with at least 20 years of service are treated as having retired for Omnibus Plan purposes. Upon retirement of the CEO, FedEx may provide in-kind administrative, IT, and security Support Services for up to three years, capped at $250,000 per fiscal year and $750,000 in total, subject to a consulting agreement.
The Board also created a one-time special cash bonus pool for approximately 1,100 employees (managing directors and above) recognizing transformation achievements, including above-plan adjusted operating income and structural cost savings exceeding a $1 billion target. Named executive officers will receive special bonuses, including $1,900,000 for President and CEO Rajesh Subramaniam and $850,000 for Brie A. Carere.
FedEx Corporation is overhauling its reporting calendar and portfolio. Effective June 1, 2026 it changed its fiscal year end from May 31 to December 31 and will report a seven‑month Transition Period from June 1 through December 31, 2026 on Form 10‑K, then move to calendar‑year reporting.
On June 1, 2026 FedEx completed the spin‑off of its less‑than‑truckload FedEx Freight business, including FedEx Custom Critical and LTL Select, into a new public company. FedEx Freight is now presented as discontinued operations and is no longer a reportable segment, with certain shared‑service expenses remaining at FedEx as stranded costs.
Following the spin‑off, FedEx realigned into two reportable segments, Express U.S. Domestic and Express International, and recast historical results. For calendar 2025, recast revenue was $82,463 million compared with $79,130 million in 2024, with operating income of $4,554 million, net income from continuing operations of $3,482 million (diluted EPS $14.62) and net income from discontinued operations of $1,066 million.
The company provides detailed segment operating statistics and reconciliations of non‑GAAP measures that adjust for business optimization, legal and regulatory matters, pension MTM adjustments, aircraft impairments, fiscal year‑change costs and tax items. Capital expenditures in 2025 were $3,565 million. FedEx also highlights an agreement to sell its FedEx Supply Chain business to CMA CGM Group for $1.4 billion, expected to close in the second half of 2026.
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.
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.
FedEx reported strong fourth-quarter and full-year fiscal 2026 results, with both revenue and earnings rising year-over-year. Fourth-quarter revenue reached $25.0 billion versus $22.2 billion a year ago, while diluted EPS was $6.60 on a GAAP basis and $6.31 adjusted. Full-year revenue grew to $94.7 billion from $87.9 billion, and GAAP diluted EPS increased to $18.55, or $20.24 on an adjusted basis.
Results benefited from higher U.S. domestic and international priority yields, increased package volumes, and over $1 billion in transformation-related cost savings. FedEx completed the tax-free spin-off of FedEx Freight, which paid a $4.1 billion cash dividend to FedEx, helping lift cash and equivalents to $13.3 billion. In fiscal 2026, the company returned about $2.2 billion to stockholders and kept capital spending to $3.8 billion, or 4.0% of revenue. For calendar 2026, FedEx forecasts roughly 11% revenue growth, diluted EPS from continuing operations of $16.55 to $17.75, and adjusted diluted EPS of $16.90 to $18.10.
FedEx Corporation announced changes to its Board of Directors. The Board elected Mark A. Edmunds, a retired Deloitte vice chairman and senior partner, as a director effective immediately. He will serve as Chair of the Audit and Finance Committee and as a member of the Cyber and Technology Oversight Committee.
Edmunds will serve until the 2026 annual meeting, when his continued service will depend on renomination and stockholder approval. He will receive restricted stock units with a prorated target value of $60,450, a prorated annual retainer of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300.
The Board also accepted the resignation of director Silvia Davila, effective June 8, 2026. She resigned in connection with a change in her principal employment, consistent with FedEx’s Corporate Governance Guidelines, and not due to any disagreement with the company’s operations, policies, or practices.
FedEx Corporation completed the spin-off of its FedEx Freight business into an independent, publicly traded company. FedEx distributed 80.1% of FedEx Freight common stock to its stockholders, with each stockholder receiving one FDXF share for every two FDX shares held as of May 15, 2026, with cash paid in lieu of fractional shares.
FedEx retained the remaining 19.9% of FedEx Freight and plans to dispose of that stake within 24 months through exchanges to repay certain FedEx debt and/or distributions to FedEx stockholders. In connection with the separation, FedEx Freight paid a cash dividend of approximately $4.1 billion to FedEx, funded by a $3.7 billion senior notes offering and borrowings under a delayed-draw term loan facility.
The companies entered into multiple long-term agreements, including separation, transition services, tax, employee matters, intellectual property cross‑license, trademark license, and stockholder and registration rights agreements, to govern their post-spin relationship. FedEx Freight begins NYSE trading under ticker FDXF, while FedEx continues under FDX.
FedEx Corporation will redeem all €354,878,000 outstanding principal of its 1.300% Notes due 2031 (NYSE: FDX 31). The redemption will occur on May 28, 2026 and constitutes a full repayment of this euro-denominated bond.
The company set the total Redemption Price at €358,619,289.16, which includes €3,741,289.16 of accrued and unpaid interest to the redemption date. The cash amount was calculated under the indenture using the greater of par or a make-whole formula tied to a comparable government bond rate plus 25 basis points.
FedEx Corporation announced leadership changes in its finance organization. On May 14, 2026, Corporate Vice President and Chief Accounting Officer Guy M. Erwin II notified the company he will resign effective May 31, 2026 to become Senior Vice President – Chief Accounting Officer at FedEx Freight Holding Company, Inc.
FedEx states that Mr. Erwin’s resignation is not due to any disagreement regarding financial controls, financial statements, operations, policies, or practices. The Board appointed Claude F. Russ, currently Enterprise Vice President, Finance and incoming Interim Chief Financial Officer effective June 1, 2026, to serve as Interim Chief Accounting Officer starting the same date until a permanent successor is named.
FedEx Corporation is moving ahead with the spin-off of its FedEx Freight business into a separate public company. The SEC has declared effective FedEx Freight’s Form 10, and FedEx’s board approved a pro rata dividend of 80.1% of FedEx Freight common stock to FedEx stockholders of record on May 15, 2026, at a rate of one FedEx Freight share for every two FedEx shares held. FedEx will retain 19.9% of FedEx Freight and plans to dispose of this stake within 24 months through exchanges for debt repayment or distributions to FedEx stockholders. FedEx Freight will pay an approximately $4.1 billion cash dividend to FedEx before separation, funded by a previously completed $3.7 billion senior notes offering and borrowings under a term loan facility. FedEx Freight common stock is expected to begin New York Stock Exchange trading under the symbol FDXF on June 1, 2026, with no action required by FedEx stockholders to receive shares. In connection with the separation, FedEx also intends to redeem all €354,878,000 of its 1.300% notes due 2031 on May 28, 2026.
FedEx Corporation filed an amended report outlining the separation terms for Executive Vice President and Chief Financial Officer John W. Dietrich. He will step down as CFO effective June 1, 2026, with his last day as an employee on July 31, 2026.
Under a separation and release agreement dated May 7, 2026, Mr. Dietrich will continue to receive his current base salary through the separation date and remains eligible for potential payouts under the fiscal 2026 annual incentive compensation plan and several fiscal 2024–2028 long-term incentive plans, based on his service period and existing plan terms. The vesting and exercise of his equity awards will follow the FedEx 2019 Omnibus Stock Incentive Plan, and all departure benefits must comply with the company’s Policy on Limitation of Severance Benefits. The full agreement is filed as Exhibit 10.1.
FedEx Corporation announced that Executive Vice President and Chief Financial Officer John W. Dietrich will step down as CFO on June 1, 2026 and leave the company on July 31, 2026. The company states his departure is not due to any disagreement over financial controls, statements, operations, policies, or practices.
The Board appointed Claude F. Russ, currently Enterprise Vice President, Finance, as Interim Chief Financial Officer effective June 1, 2026. Russ will retain his existing responsibilities and receive additional compensation of $25,000 per month while serving as interim CFO plus a $50,000 restricted stock unit award vesting over three years, subject to continued service.
FedEx Corporation reported strong third-quarter fiscal 2026 results, with revenue of $24.0 billion and GAAP diluted EPS of $4.41, up from $3.76 a year earlier. Adjusted diluted EPS rose to $5.25 from $4.51, helped by higher U.S. domestic and international priority yields, cost savings, and increased U.S. domestic package volume.
Net income was $1.06 billion, or $1.26 billion on an adjusted basis, and included a $99 million tax benefit from foreign loss carryforwards. The company raised its full-year fiscal 2026 outlook, now expecting revenue growth of 6.0% to 6.5% and adjusted diluted EPS of $19.30 to $20.10, along with more than $1 billion of permanent cost reductions and capital spending capped at $4.1 billion.
The planned spin-off of FedEx Freight into a new public company remains on track for June 1, 2026, supported by a $3.7 billion senior notes issuance. FedEx also joined a consortium in a recommended all-cash offer for InPost at €15.60 per share, expecting its minority stake to be accretive to earnings in the first year.
FedEx Corporation reported changes to its long‑term incentive plans to reflect its planned FedEx Freight spin‑off and fiscal year‑end change. For the FY25–FY27 plan, payouts will use 67% actual performance through FY26 and 33% target performance for FY27. For the FY26–FY28 plan, payouts will use 33% actual FY26 performance and 67% target performance for FY27–FY28, with payouts after May 31, 2027 or May 31, 2028 as applicable.
The spin‑off of FedEx Freight into a public company is described as on track for June 1, 2026, when the fiscal year‑end will also change from May 31 to December 31. The amendments apply to all plan participants who remain employees after the spin‑off, including named executive officers, and do not change the underlying performance metrics or payout opportunities.
FedEx Corporation plans to invest approximately $2.6 billion in a consortium offer for parcel locker operator InPost S.A.. The group has agreed a conditional, intended recommended all-cash public offer for all issued and outstanding InPost shares at €15.60 per share (cum dividend).
After completion, FedEx and Advent would each hold 37% of InPost, A&R Investments 16%, and PPF 10%, while InPost continues as a standalone company. The deal is subject to customary closing conditions, including regulatory approvals. FedEx expects to fund its share using a mix of available cash and existing or new liquidity sources, and plans arm’s length commercial agreements with InPost once the transaction closes.
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.
FedEx Corporation outlined a significant restructuring of its French express business and announced a key leadership transition in its latest report. Subsidiary FedEx Express FR plans a transformation program to modernize and simplify domestic operations in France.
The proposal may cut up to 500 operational positions and change locations and schedules for up to 800 team members over about 18 months, subject to local consultation processes and regulations. FedEx expects pre-tax severance, legal, professional and lease-termination costs of $175 million to $275 million, largely cash, incurred through fiscal 2028 as business optimization costs. Separately, FedEx named Scott L. Ray as Chief Operating Officer, United States and Canada – Elect of Federal Express Corporation effective February 1, 2026, and Chief Operating Officer, United States and Canada effective June 1, 2026, as John A. Smith moves to lead FedEx Freight after its planned spin-off on June 1, 2026.
FedEx Corporation outlined new financing for the planned spin-off of its FedEx Freight business and a related board transition. FedEx Freight, currently a wholly owned subsidiary, entered into a five-year revolving credit facility with a committed amount of $1.2 billion and a three-year delayed draw term loan facility of $600 million, both in U.S. dollars and tied to completion of the spin-off.
The term loan proceeds are designated to fund a cash distribution to FedEx, other spin-off transactions, and related fees, while the revolver supports general corporate purposes and spin-off expenses. The facilities feature interest based on base or benchmark rates plus a margin linked to FedEx Freight’s credit rating, leverage ratio covenants, and customary guarantees that fall away for FedEx after the spin-off. FedEx also disclosed that director Stephen E. Gorman will resign from its board to join the FedEx Freight board upon the spin-off, with no disagreements reported.
FedEx Corporation furnished a press release announcing its financial results for the fiscal quarter ended November 30, 2025. The release, dated December 18, 2025 and attached as Exhibit 99.1, provides details on the company’s operations and financial condition for that period.
The information is provided under Item 2.02 and, as stated, is furnished rather than filed under the Exchange Act, which affects how it is treated for certain legal purposes. FedEx’s common stock and several series of notes, including 1.625% notes due 2027 and 4.125% notes due 2037, are listed on the New York Stock Exchange.
FedEx Corporation amended its $1.75 billion three-year and $1.75 billion five-year revolving credit agreements. The updates are designed in anticipation of the planned spin-off of FedEx Freight by June 2026 into a new publicly traded company, “Freight SpinCo,” and include other customary changes.
The amendments were executed with a bank syndicate that includes JPMorgan Chase Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, and co-documentation agents including Citibank, The Bank of Nova Scotia, Wells Fargo, and Truist. The filing notes that these institutions and their affiliates conduct other ordinary-course transactions with FedEx. The amended agreements will be filed as exhibits to the Form 10‑Q for the fiscal quarter ending November 30, 2025.
FedEx granted a one-time award of performance stock units (PSUs) to executive officers (other than the executive Chairman) that will be settled in common stock and accrue dividend equivalents that are reinvested as additional PSUs. The PSUs vest conditionally on December 31, 2028 only if a performance metric is met; they are forfeited if the recipient's employment terminates before fiscal 2028 ends. Payouts depend on the number of basis points by which fiscal 2028 adjusted consolidated operating margin (excluding the FedEx Freight segment) exceeds fiscal 2025 adjusted consolidated operating margin, with payout levels shown as 0%, 25% (Threshold), 50%, 100% (Target) and 150% (Maximum).
FedEx Corporation filed a current report to share new financial results. The company furnished an earnings press release, dated September 18, 2025, as Exhibit 99.1. This release announces FedEx’s financial results for the fiscal quarter and year ended August 31, 2025.
The information is provided under the results of operations and financial condition section and is designated as “furnished” rather than “filed,” which limits certain legal liabilities. No detailed figures are included in this report itself; investors must review the attached press release for specific revenue, profit, and other performance metrics.
FedEx reported that Sriram Krishnasamy stepped down as Executive Vice President—Chief Digital & Information Officer and Chief Transformation Officer effective July 17, 2025, and entered a separation agreement dated August 10, 2025. He will serve as Executive Advisor through October 31, 2025 to assist the transition. The company credited him with establishing FedEx Dataworks, implementing DRIVE and achieving a $4 billion DRIVE cost-reduction target. The agreement provides a $3,272,711 cash payment, accelerated equity vesting, continued base salary through the separation date, no future incentive or long-term incentive payments, and includes a release, confidentiality, non-compete, non-solicitation and mutual non-disparagement provisions.
FedEx (NYSE:FDX) filed a Form 8-K under Item 8.01 reporting the passing of its founder, Executive Chairman and Board Chairman Frederick W. Smith on June 21, 2025.
To maintain board continuity, the directors voted on June 23, 2025 to reduce the board size to twelve and elected R. Brad Martin—previously Vice Chairman—as the new Chairman of the Board, effective immediately. Martin will also continue as Chairman of the Audit & Finance Committee.
No financial results, strategic revisions, or operational changes were disclosed in the filing. The document is limited to governance updates and expressions of condolences for Smith’s leadership and contributions.
The 8-K signals that FedEx’s succession processes were activated quickly, helping limit near-term governance risk even as the loss of its visionary founder introduces longer-term uncertainty.