Fedex Corp SEC Filings

Marvin R. Ellison, a director of FedEx Corporation (FDX), reported two transactions on 09/29/2025. He was granted 823 restricted stock units (RSUs) that vest at the next FedEx annual stockholders' meeting and accrue dividend equivalents, and he received 295 shares of common stock issued in lieu of a $70,000 annual retainer at an implied price of $236.885 per share.

Following these transactions and an adjustment reflecting 12 shares from dividend reinvestment, Ellison beneficially owns 8,850 shares of FedEx common stock (8,555 shares reflected after the RSU grant, per the Form). The Form 4 was signed on 10/01/2025.

Insider purchases and option grant reported for FedEx (FDX). The reporting person, EVP CDIO & President FDW Vishal Talwar, acquired 9,302 shares of FedEx common stock on 09/22/2025 at no cash price recorded and now beneficially owns 9,302 shares directly. On the same date he was granted non-qualified stock options to buy 15,704 shares with an exercise price of $228.225 per share; those options vest ratably over four years and become first exercisable one year after grant, and expire 09/22/2035. The combined transactions increase his direct economic exposure to FedEx through both immediate share ownership and a multi-year incentive aligned to future stock performance.

FedEx (FDX) reported first-quarter fiscal 2026 interim results and disclosures focused on transformation, liquidity, and capital allocation. Management recorded $67 million of business optimization costs in Q1 (vs. $128 million a year earlier) and $43 million of costs related to the planned spin-off of FedEx Freight. The company repurchased $500 million of common stock and declared a quarterly dividend of $1.45 per share. Gross contract assets for in-transit shipments were $645 million and contract assets net of deferred revenue were $536 million. Long-term debt carrying value was $20.4 billion with an annualized weighted-average interest rate of 3.6% and a debt-to-adjusted-EBITDA ratio of 1.9. FedEx expects ~$150 million annualized savings from a European workforce reduction beginning 2026, with estimated pre-tax charges of $250 million. 2026 capital expenditures are expected to be approximately $4.5 billion, with aircraft spend ~$1.0 billion. The company issued 850 million of euro-denominated notes in July 2025 and maintained investment-grade ratings with stable outlooks.

Vishal Talwar, identified as an officer (EVP CDIO & President FDW) of FedEx Corp (FDX), filed an initial Form 3 dated 08/15/2025. The filing reports no securities beneficially owned by the reporting person at the time of the event. The form is an initial disclosure required under Section 16 to show current ownership or confirm none exists.

FedEx Corporation is conducting registered exchange offers to exchange outstanding privately issued notes (the "Original Notes") for registered notes (the "Exchange Notes") across 22 series denominated in U.S. dollars and euros. Aggregate maximums include up to $10.724 billion of Exchange USD Notes and €939.697 million of Exchange Euro Notes, across maturities from 2028 through 2065. The Exchange Offers satisfy FedEx's registration rights and will not raise cash; tendered Original Notes will be retired. The Exchange Notes are substantially identical to the Original Notes except they will be registered, free of certain transfer restrictions, and not subject to additional interest provisions. The prospectus discloses subsidiary guarantees, potential guarantee release in connection with the planned Separation of FedEx Freight (expected by June 2026), key procedures, withdrawal rights, and material risks including limited post-exchange liquidity, potential tax and currency mechanics for Euro Notes, and standard market and operational risks.

FedEx Corporation's definitive proxy statement summarizes governance, board composition, executive compensation, and key corporate actions for the 2025 annual meeting. The company announces the planned June 2026 separation of FedEx and FedEx Freight into two independent, publicly traded companies to pursue focused parcel and freight strategies. The filing also notes the passing of founder Frederick W. Smith and related board leadership changes, including R. Brad Martin serving as Chairman and Susan Patricia Griffith to serve as Lead Independent Director following the meeting.

The proxy lists 13 director nominees and governance practices, describes related-person transactions (including aircraft agreements and continuation of security services for the Smith family), and outlines executive compensation structure: a large portion of CEO and NEO pay is variable/at-risk, LTI payouts for FY23-FY25 were below target mainly due to EPS declines, and the fiscal 2025 option exercise price ($292.13) exceeded the August 4, 2025 closing share price ($217.49).

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.