Fedex Corp SEC Filings

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.

The Vanguard Group filed Amendment No. 13 to a Schedule 13G/A reporting 0 shares of Common Stock of FedEx Corp. The filing states that following an internal realignment on January 12, 2026, certain Vanguard subsidiaries will report beneficial ownership separately and The Vanguard Group, Inc. no longer is deemed to beneficially own securities held by those subsidiaries.

The filing lists Amount beneficially owned: 0 and Percent of class: 0%, and is signed by Ashley Grim, Head of Global Fund Administration, dated 03/26/2026.

MARTIN R BRAD reported acquisition or exercise transactions in this Form 4 filing.

FedEx Corp Executive Chairman R. Brad Martin reported an equity award of 4,153 shares of common stock on March 23, 2026, recorded as a grant or award with no purchase price. This increased his directly owned common stock to 36,061 shares.

The filing also lists indirect holdings, including 7,250 shares held by the R. Brad Martin Family Foundation, 2,100 shares held by his wife, 750 shares in each of three child trusts, and 38,440 shares held by GRATs. A footnote explains that 16,560 of the directly owned shares were previously held in a GRAT and were distributed to him on January 28, 2026.

FedEx Corporation reported higher revenue and profit for the quarter and nine months ended February 28, 2026, while absorbing sizable separation and restructuring costs. Quarterly revenue rose to $24.0 billion from $22.2 billion, with net income increasing to $1.1 billion from $909 million. Diluted earnings per share grew to $4.41 from $3.76, helped by stronger U.S. domestic and international priority package yields and higher U.S. package volume.

For the nine-month period, revenue increased to $69.7 billion from $65.7 billion, and diluted EPS rose to $11.91 from $9.99. The Federal Express segment drove most of the improvement, while FedEx Freight’s operating income fell sharply as softer freight demand and macroeconomic weakness pressured volumes.

FedEx incurred $460 million of separation and other costs year-to-date tied to the planned spin-off of FedEx Freight and a fiscal year-end change, plus $162 million of business optimization expenses, though optimization costs were much lower than the prior year. Operating cash flow strengthened to $5.66 billion, supporting $2.34 billion in capital expenditures and $776 million of share repurchases. The company also highlighted ongoing global trade policy uncertainty, MD‑11 fleet inspection impacts, inflation, and new tariff-related legal actions as important external factors.

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 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.

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.