FedEx (NYSE: FDX) COO Richard Smith exercises options, gifts and restructures share holdings

Rhea-AI Filing Summary

FedEx Corp director and executive Richard W. Smith reported several equity moves involving company stock. On April 14, 2026, he exercised non-qualified stock options for 3,805 shares of FedEx common stock at an exercise price of $162.82 per share, converting a derivative award into actual shares.

In connection with this net option exercise, 2,204 shares of common stock were withheld by FedEx to cover the exercise price and required tax withholdings under the company’s 2010 Omnibus Stock Incentive Plan. The filing also shows bona fide gifts of 600 shares from family trusts, 600 shares from his direct holdings on the same date, and an earlier gift of 2,262 shares on January 7, 2026.

Separately, an earlier transaction on June 23, 2025 records 253,927 shares of FedEx stock held indirectly through a family holding company following the termination of a family trust, where Mr. Smith shares voting and investment power. After the April 14, 2026 transactions, he directly owned 108,895 shares of FedEx common stock.

Insights

Equity compensation analyst

These are routine option and estate-planning moves, not open-market trades.

Richard W. Smith converted a stock option award into 3,805 shares of FedEx common stock at an exercise price of $162.82 per share. The company withheld 2,204 shares to cover the option exercise price and taxes, a common administrative mechanism that does not involve selling shares into the market.

The filing also records several bona fide gifts totaling 3,462 shares over January and April 2026 and an earlier inheritance-related transfer of 253,927 shares into a family holding company with shared voting and investment power. After these moves, Smith still holds a substantial 108,895 shares directly, indicating these actions are largely compensation- and estate-driven rather than a signal of changing sentiment toward FedEx stock.

Insider Trade Summary

3,805 shares exercised/converted

Mixed 7 txns

Insider Smith Richard W

Role COO INTL - CEO Airline FEC

Type	Security	Shares	Price	Value
Exercise	Non-qualified Stock Option (Right to Buy)	3,805	$0.00	--
Gift	Common Stock	600	$0.00	--
Gift	Common Stock	600	$0.00	--
Exercise	Common Stock	3,805	$162.82	$620K
Tax Withholding	Common Stock	2,204	$366.905	$809K
Gift	Common Stock	2,262	$0.00	--
W	Common Stock	253,927	$0.00	--

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 79,600 shares (Indirect, By Family Trusts); Common Stock — 107,294 shares (Direct)

Footnotes (1)

1. These shares of FedEx common stock were transferred to the Reporting Person upon termination of a family trust and are held by a family holding company in which Mr. Smith has shared voting and investment power. 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. These options vest ratably over four years from the date of grant and are first exercisable one year from date of grant.

Key Figures

Options exercised: 3,805 shares Option exercise price: $162.82/share Shares withheld for taxes: 2,204 shares +4 more

7 metrics

Options exercised 3,805 shares Non-qualified stock option exercise at $162.82 on April 14, 2026

Option exercise price $162.82/share Exercise price for 3,805-share non-qualified stock option

Shares withheld for taxes 2,204 shares Withheld to cover exercise price and tax obligations at $366.905

Total gifted shares 3,462 shares Bona fide gifts on January 7, 2026 and April 14, 2026

Indirect family holding 253,927 shares Held by family holding company after June 23, 2025 trust termination

Direct holdings after transactions 108,895 shares Direct FedEx common stock owned after April 14, 2026 moves

Indirect trust holdings 79,600 shares FedEx common stock held by family trusts following April 14, 2026 gift

Key Terms

Non-qualified Stock Option, bona fide gift, net exercise, tax withholdings, +2 more

6 terms

Non-qualified Stock Option financial

"Non-qualified Stock Option (Right to Buy)"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

bona fide gift financial

"transaction_code_description": "Bona fide gift""

net exercise financial

"as a result of the net exercise of stock options"

tax withholdings financial

"used to pay the exercise price and required tax withholdings"

family holding company financial

"are held by a family holding company in which Mr. Smith has shared voting"

Omnibus Stock Incentive Plan financial

"in accordance with the FedEx's 2010 Omnibus Stock Incentive Plan"

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Richard W

(Last) (First) (Middle)

145 LT GEORGE W. LEE

(Street)

MEMPHIS TENNESSEE 38103

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	COO INTL - CEO Airline FEC

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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

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

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

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	06/23/2025		W	V	253,927	A	$0	253,927(1)	I	by Family Holding Company
Common Stock	01/07/2026		G	V	2,262	A	$0	106,694	D
Common Stock	04/14/2026		G		600	D	$0	79,600	I	By Family Trusts
Common Stock	04/14/2026		G		600	A	$0	107,294	D
Common Stock	04/14/2026		M		3,805	A	$162.82	111,099	D
Common Stock	04/14/2026		F		2,204(2)	D	$366.905	108,895	D

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	04/14/2026		M			3,805	(3)	06/06/2026	Common Stock	3,805	$0	0	D

Explanation of Responses:

1. These shares of FedEx common stock were transferred to the Reporting Person upon termination of a family trust and are held by a family holding company in which Mr. Smith has shared voting and investment power.

2. 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.

3. 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 Richard W. Smith	04/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What stock option exercise did FedEx (FDX) executive Richard W. Smith report?

He exercised non-qualified stock options for 3,805 shares of FedEx common stock at an exercise price of $162.82 per share. This converted a derivative award into actual shares as part of his equity compensation, without reflecting an open-market stock purchase.

How many FedEx (FDX) shares were withheld for taxes in Richard W. Smith’s Form 4?

The filing shows 2,204 shares of FedEx common stock were withheld to pay the option exercise price and required tax withholdings. This occurred under FedEx’s 2010 Omnibus Stock Incentive Plan and represents a non-market, administrative disposition rather than a sale on an exchange.

What gifts of FedEx (FDX) stock did Richard W. Smith report?

He reported bona fide gifts totaling 3,462 shares of FedEx stock. These include 2,262 shares gifted on January 7, 2026, plus two separate 600-share gifts on April 14, 2026—one from family trusts and one from his direct holdings, all non-market transfers.

How many FedEx (FDX) shares does Richard W. Smith own directly after these transactions?

After the April 14, 2026 transactions, Richard W. Smith directly owned 108,895 shares of FedEx common stock. This figure reflects his position following the option exercise, tax share withholding, and reported stock gifts in the Form 4 filing.

What is the large indirect FedEx (FDX) holding reported via a family entity?

The Form 4 shows 253,927 shares of FedEx common stock held indirectly through a family holding company. These shares were transferred upon termination of a family trust, and Mr. Smith has shared voting and investment power over this block through the holding entity.

Are Richard W. Smith’s FedEx (FDX) transactions open-market buys or sells?

No open-market buys or sells are reported. The Form 4 shows a stock option exercise, shares withheld for exercise and taxes, bona fide gifts, and a prior inheritance-related transfer to a family holding company, all of which are non-market or administrative equity movements.