FedEx (NYSE: FDX) CEO exercises 13,225 options, 8,330 shares withheld

Rhea-AI Filing Summary

FedEx Corp President and CEO Rajesh Subramaniam reported stock option activity involving company shares. He exercised 13,225 non-qualified stock options, receiving the same number of FedEx common shares at a per-share exercise price of $162.82. In a related tax-withholding disposition, 8,330 shares of common stock were withheld by FedEx to cover the option exercise price and required tax withholdings under the company’s 2010 Omnibus Stock Incentive Plan.

After these transactions, Subramaniam directly owned 85,771 shares of FedEx common stock. In addition, 43,032 shares were held indirectly through a family trust, reflecting separate indirect ownership. The filing shows a mix of option exercise and share withholding tied to compensation and tax obligations, rather than open-market buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Subramaniam Rajesh

(Last) (First) (Middle)

942 S SHADY GROVE ROAD

(Street)

MEMPHIS TN 38120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDEX CORP [ FDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		M		13,225	A	$162.82	94,101	D
Common Stock	02/18/2026		F		8,330(1)	D	$379.305	85,771	D
Common Stock								43,032	I	By Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	$162.82	02/18/2026		M			13,225	(2)	06/06/2026	Common Stock	13,225	$0	0	D

Explanation of Responses:

1. Represents the number of shares withheld by the Issuer as a result of the net exercise of stock options and used to pay the exercise price and required tax withholdings in accordance with the FedEx's 2010 Omnibus Stock Incentive Plan.

2. These options vest ratably over four years from the date of grant and are first exercisable one year from date of grant.

	Alana L. Griffin, Attorney-in-Fact for Rajesh Subramaniam	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did FedEx (FDX) CEO Rajesh Subramaniam report?

Rajesh Subramaniam reported exercising 13,225 non-qualified stock options into FedEx common shares. In connection with that exercise, 8,330 shares of common stock were withheld by FedEx to pay the option exercise price and required tax withholdings.

How many FedEx (FDX) shares does the CEO own after this Form 4 filing?

After the reported transactions, Rajesh Subramaniam directly owned 85,771 FedEx common shares. An additional 43,032 shares were held indirectly through a family trust, reflecting a significant combined equity stake aligned with company performance.

Was the FedEx (FDX) CEO’s Form 4 a stock sale in the open market?

No, the filing shows an option exercise and share withholding, not an open-market sale. 8,330 shares were withheld by FedEx to cover the option exercise price and tax obligations under the company’s 2010 Omnibus Stock Incentive Plan.

What does the tax-withholding disposition mean in the FedEx (FDX) Form 4?

The tax-withholding disposition reflects 8,330 FedEx shares withheld by the company. These shares were used to pay the exercise price and required tax withholdings triggered by exercising 13,225 non-qualified stock options granted under FedEx’s equity incentive plan.

How are indirect FedEx (FDX) share holdings reported for the CEO?

The Form 4 reports 43,032 FedEx common shares held indirectly by a family trust. This indicates the CEO has beneficial interest through the trust structure, separate from his 85,771 directly owned shares reported as personal holdings.