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Form 8-K

sec.gov

8-K — FEDEX CORP

Accession: 0001104659-26-082672

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001048911

SIC: 4513 (AIR COURIER SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620197d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620197d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620197d1_ex99-2.htm)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 10, 2026

FedEx

Corporation

(Exact Name of Registrant as Specified in its

Charter)

Delaware

(State or other Jurisdiction

of Incorporation)

1-15829

(Commission File Number)

62-1721435

(IRS

Employer

Identification No.)

942

South Shady Grove Road

Memphis,

Tennessee

(Address of principal executive offices)

38120

(Zip Code)

Registrant’s telephone number, including

area code: (901) 818-7500

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.10 Par Value

FDX

New

York Stock Exchange

1.625%

Notes due 2027

FDX

27

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29A

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29B

New

York Stock Exchange

1.300%

Notes due 2031

FDX

31B

New

York Stock Exchange

3.500%

Notes due 2032

FDX

32

New

York Stock Exchange

0.950%

Notes due 2033

FDX

33

New

York Stock Exchange

0.950%

Notes due 2033

FDX

33A

New

York Stock Exchange

4.125%

Notes due 2037

FDX

37

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On July 10, 2026, FedEx Corporation (the “Company”)

announced the early results of its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”)

for its validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”). The Offers are being

made pursuant to an Offer to Purchase, dated June 25, 2026 (the “Offer to Purchase”), which sets forth a description of the

terms of the Offers.

The following table summarizes certain information

regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on July 9,

2026 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on July 9, 2026,

and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights

are required by law.

Acceptance

Priority

Level(1)

Title

of Series of Notes

CUSIP

No.

Principal

Amount

Outstanding

Aggregate

Principal

Amount Tendered

1

4.500% Notes due 2065

31428XBD7

$ 36,960,000

$ 7,022,000

4.500% Notes due 2065

U31520BA3

31428XCZ7

31428XDX1

$ 213,040,000

$ 115,951,000

2

3.250% Notes due 2041

31428XCE4

$ 130,365,000

$ 57,574,000

3.250% Notes due 2041

U31520AP1

31428XCN4

31428XDL7

$ 619,635,000

$ 379,242,000

3

4.050% Notes due 2048

31428XBQ8

$ 256,565,000

$ 60,048,000

4.050% Notes due 2048

U31520AX4

31428XCW4

31428XDU7

$ 743,435,000

$ 431,117,000

4

3.875% Notes due 2042

31428XAT3

$ 55,389,000

$ 23,015,000

3.875% Notes due 2042

U31520AQ9

31428XCP9

31428XDM5

$ 444,611,000

$ 212,949,000

5

4.100% Notes due 2045

31428XBB1

$ 146,170,000

$ 50,541,000

4.100% Notes due 2045

U31520AT3

31428XCS3

31428XDQ6

$ 503,830,000

$ 334,899,000

6

4.100% Notes due 2043

31428XAU0

$ 108,231,000

$ 38,320,000

4.100% Notes due 2043

U31520AR7

31428XCQ7

31428XDN3

$ 391,769,000

$ 156,659,000

7

4.400% Notes due 2047

31428XBN5

$ 145,347,000

$ 56,413,000

4.400% Notes due 2047

U31520AW6

31428XCV6

31428XDT0

$ 604,653,000

$ 407,316,000

8

4.550% Notes due 2046

31428XBG0

$ 242,931,000

$ 86,897,000

4.550% Notes due 2046

U31520AV8

31428XCU8

31428XDS2

$ 1,007,069,000

$ 507,117,000

9

4.750% Notes due 2045

31428XBE5

$ 336,562,000

$ 123,772,000

4.750% Notes due 2045

U31520AU0

31428XCT1

31428XDR4

$ 913,438,000

$ 466,653,000

10

2.400% Notes due 2031

31428XCD6

$ 357,815,000

$ 126,924,000

2.400% Notes due 2031

U31520AL0

31428XCK0

31428XDH6

$ 642,185,000

$ 380,780,000

11

4.950% Notes due 2048

31428XBS4

$ 153,531,000

$ 29,061,000

4.950% Notes due 2048

U31520AY2

31428XCX2

31428XDV5

$ 696,469,000

$ 418,069,000

12

3.900% Notes due 2035

31428XBA3

$ 108,088,000

$ 35,079,000

3.900% Notes due 2035

U31520AN6

31428XCM6

31428XDK9

$ 391,912,000

$ 217,526,000

2

13

5.100% Notes due 2044

31428XAW6

$ 208,311,000

$ 56,971,000

5.100% Notes due 2044

U31520AS5

31428XCR5

31428XDP8

$ 541,689,000

$ 268,988,000

14

3.100% Notes due 2029

31428XBV7

$ 371,947,000

$ 150,661,000

3.100% Notes due 2029

U31520AJ5

31428XCH7

31428XDF0

$ 628,053,000

$ 392,455,000

15

5.250% Notes due 2050

31428XCA2

$ 202,342,000

$ 40,820,000

5.250% Notes due 2050

U31520AZ9

31428XCY0

31428XDW3

$ 1,047,658,000

$ 395,723,000

16

3.400% Notes due 2028

31428XBP0

$ 159,506,000

$ 29,411,000

3.400% Notes due 2028

U31520AG1

31428XCF1

31428XDD5

$ 340,494,000

$ 194,638,000

17

4.250% Notes due 2030

31428XBZ8

$ 343,897,000

$ 95,059,000

4.250% Notes due 2030

U31520AK2

31428XCJ3

31428XDG8

$ 406,103,000

$ 208,006,000

18

4.200% Notes due 2028

31428XBR6

$ 162,715,000

$ 33,707,000

4.200% Notes due 2028

U31520AH9

31428XCG9

31428XDE3

$ 237,285,000

$ 129,635,000

19

4.900% Notes due 2034

31428XAX4

$ 148,482,000

$ 34,722,000

4.900% Notes due 2034

U31520AM8

31428XCL8

31428XDJ2

$ 351,518,000

$ 198,855,000

(1) The

Company is offering to accept the maximum principal amount of validly tendered (and not validly

withdrawn) Notes in the Offers for which the aggregate purchase price, not including accrued

and unpaid interest, does not exceed $4,150,000,000 (the “Offer Cap”) using a

“waterfall” methodology under which the Company will accept the Notes in order

of their respective acceptance priority levels noted in the table above (the “Acceptance

Priority Levels”).

The Company also announced on July 10, 2026 the

pricing terms of the Offers. Accordingly, on July 14, 2026 (the “Early Settlement Date”), the Company expects to accept for

purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level

of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of

each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875%

Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have

an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level

of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of

each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750%

Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have

an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level

of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of

each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at

or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor

of approximately 41.3%, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029 (which have an

Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400% Notes due 2028

(which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of 17), the 4.200%

Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance Priority Level

of 19) will not be accepted for purchase. After applying the proration factor to each series of 5.100% Notes due 2044, the Company expects

to accept $23,475,000 aggregate principal amount (CUSIP No. 31428XAW6) and $110,993,000 aggregate principal amount (CUSIP No. U31520AS5,

31428XCR5 and 31428XDP8) of the 5.100% Notes due 2044 for purchase in the Offers.

Although the Offers are scheduled to expire at

5:00 p.m., New York City time, on July 24, 2026, unless extended or terminated, because the aggregate purchase price of Notes validly

tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date

(as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered

and not purchased on the Early Settlement Date will be returned to holders promptly after such date.

3

The

Company intends to pay the purchase price for the Notes validly tendered (and not validly withdrawn) and accepted for purchase in the

Offers with the proceeds of the approximately $4.1 billion dividend received from FedEx Freight Holding Company, Inc. (“FedEx

Freight”) in connection with the spin-off of FedEx Freight on June 1, 2026 (the “Spin-Off”), together with cash on

hand. Accrued and unpaid interest payable in respect of the Notes accepted for purchase and fees and expenses associated with the Offers

will be paid with cash on hand.

A copy of each of the press releases announcing

the early tender results and the pricing terms of the Offers is attached hereto as Exhibits 99.1 and 99.2, respectively, and the information

set forth therein is incorporated herein by reference.

The information in this Form 8-K filed pursuant

to Item 8.01 is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale

will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Cautionary Statement Regarding Forward-Looking

Information

Certain

statements in this Current Report on Form 8-K may be considered forward-looking statements, such as statements regarding the expected

timing of completion of the Offers and the Company’s expectations with respect to the acceptance of validly tendered (and not validly

withdrawn) Notes. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,”

“could,” “would,” “should,” “believes,” “expects,” “forecasts,”

“anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,”

“determined to,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors

which could cause actual results to differ materially from historical experience or from future results expressed or implied by such

forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the global markets

in which the Company operates; uncertainty and additional volatility in the global trade environment; the Company’s ability to

successfully implement its business strategies and global transformation program and network optimization initiatives, including Network

2.0 and Tricolor, effectively respond to changes in market dynamics, and achieve the anticipated benefits of such strategies and actions;

the Company’s ability to achieve its cost reduction initiatives and financial performance goals, including its 2029 financial performance

targets; the Company’s ability to achieve the anticipated benefits of the Spin-Off of FedEx Freight; the possibility of

disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection with the

Spin-Off of FedEx Freight; the timing and amount of any costs or benefits or any specific outcome, transaction, or change (of which there

can be no assurance), or the terms, timing, and structure thereof, related to the Company’s global transformation program and other

ongoing reviews and initiatives; a significant data breach or other disruption to the Company’s technology infrastructure; damage

to the Company’s reputation or loss of brand equity; the Company’s ability to meet its labor and purchased transportation

needs while controlling related costs; failure of third-party service providers to perform as expected, or disruptions in the Company’s

relationships with those providers or their provision of services to the Company; the effect of any international conflicts or terrorist

activities, including as a result of the current conflicts between Russia and Ukraine and in the Middle East; evolving or new U.S. domestic

or international laws and government regulations, policies, and actions, including regulatory and/or legal compliance requirements that

can affect the Company’s ability to efficiently or fully utilize its aircraft; changes in fuel prices or currency exchange rates,

including significant increases in fuel prices as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East

and other geopolitical and regulatory developments; the effect of intense competition; the Company’s ability to match capacity

to shifting volume levels; an increase in self-insurance accruals and expenses; loss or delay in the collection of accounts receivable,

including those related to tariffs in light of recent judicial rulings; the effect of technology developments, including autonomous technology

and artificial intelligence; failure to receive or collect expected insurance coverage; the Company’s ability to effectively operate,

integrate, leverage, and grow acquired businesses and complete and realize the anticipated benefits of acquisitions and other strategic

transactions including the Company's investment in InPost, as a consortium member, and related commercial agreements; noncash impairment

charges related to the Company’s goodwill and certain deferred tax assets; the future rate of e-commerce growth; future guidance,

regulations, interpretations, challenges, or judicial decisions related to tariffs and the Company’s tax positions; labor-related

disruptions; legal challenges or changes related to service providers contracted to conduct certain linehaul and pickup-and-delivery

operations and the drivers providing services on their behalf and the coverage of U.S. employees at Federal Express Corporation under

the Railway Labor Act of 1926, as amended; the Company’s ability to quickly and effectively restore operations following adverse

weather or a localized disaster or disturbance in a key geography; the effects of a widespread outbreak of an illness or any other communicable

disease or public health crises; any liability resulting from and the costs of defending against litigation, including refunds of tariffs;

the Company’s ability to achieve or demonstrate progress on its goal of carbon-neutral operations by 2040; successful completion

of stock repurchases; and other factors which can be found in the Company’s and its subsidiaries’ press releases and the

Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the

fiscal year ended May 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date

on which it is made. The Company does not undertake or assume any obligation to update or revise any forward-looking statement, whether

as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements

and Exhibits.

Exhibit 99.1

Press Release, dated July

10, 2026 (early tender results).

Exhibit 99.2

Press Release, dated July 10, 2026 (pricing).

Exhibit 104

Cover Page Interactive Data File (the cover page XBRL tags

are embedded within the Inline XBRL document).

4

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

FEDEX CORPORATION

Date: July 10, 2026

By:

/s/ Trampas

T. Gunter

Trampas T. Gunter

Corporate Vice President, Corporate Development and

Treasurer

5

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620197d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FedEx Announces Early Tender Results of

Previously Announced Cash Tender Offers

MEMPHIS, Tenn., July

10, 2026 – FedEx Corp. (NYSE: FDX) (“FedEx”) today announced the early results

of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for its validly

tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”). The Offers are being made pursuant

to an Offer to Purchase, dated June 25, 2026 (the “Offer to Purchase”), which sets forth a description of the terms of the

Offers.

The following

table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00

p.m., New York City time, on July 9, 2026 (the “Early Tender Time”). Withdrawal rights for the Offers expired at 5:00 p.m.,

New York City time, on July 9, 2026 (the “Withdrawal Deadline”) and, accordingly, any Notes that were validly tendered in

the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

Acceptance

Priority

Level(1)

Title of Series of Notes

CUSIP No.

Principal Amount

Outstanding

Aggregate Principal

Amount Tendered

1

4.500% Notes due 2065

31428XBD7

$ 36,960,000

$ 7,022,000

4.500% Notes due 2065

U31520BA3

31428XCZ7

31428XDX1

$ 213,040,000

$ 115,951,000

2

3.250% Notes due 2041

31428XCE4

$ 130,365,000

$ 57,574,000

3.250% Notes due 2041

U31520AP1

31428XCN4

31428XDL7

$ 619,635,000

$ 379,242,000

3

4.050% Notes due 2048

31428XBQ8

$ 256,565,000

$ 60,048,000

4.050% Notes due 2048

U31520AX4

31428XCW4

31428XDU7

$ 743,435,000

$ 431,117,000

4

3.875% Notes due 2042

31428XAT3

$ 55,389,000

$ 23,015,000

3.875% Notes due 2042

U31520AQ9

31428XCP9

31428XDM5

$ 444,611,000

$ 212,949,000

5

4.100% Notes due 2045

31428XBB1

$ 146,170,000

$ 50,541,000

4.100% Notes due 2045

U31520AT3

31428XCS3

31428XDQ6

$ 503,830,000

$ 334,899,000

6

4.100% Notes due 2043

31428XAU0

$ 108,231,000

$ 38,320,000

4.100% Notes due 2043

U31520AR7

31428XCQ7

31428XDN3

$ 391,769,000

$ 156,659,000

7

4.400% Notes due 2047

31428XBN5

$ 145,347,000

$ 56,413,000

4.400% Notes due 2047

U31520AW6

31428XCV6

31428XDT0

$ 604,653,000

$ 407,316,000

8

4.550% Notes due 2046

31428XBG0

$ 242,931,000

$ 86,897,000

4.550% Notes due 2046

U31520AV8

31428XCU8

31428XDS2

$ 1,007,069,000

$ 507,117,000

9

4.750% Notes due 2045

31428XBE5

$ 336,562,000

$ 123,772,000

4.750% Notes due 2045

U31520AU0

31428XCT1

31428XDR4

$ 913,438,000

$ 466,653,000

10

2.400% Notes due 2031

31428XCD6

$ 357,815,000

$ 126,924,000

2.400% Notes due 2031

U31520AL0

31428XCK0

31428XDH6

$ 642,185,000

$ 380,780,000

11

4.950% Notes due 2048

31428XBS4

$ 153,531,000

$ 29,061,000

4.950% Notes due 2048

U31520AY2

31428XCX2

31428XDV5

$ 696,469,000

$ 418,069,000

12

3.900% Notes due 2035

31428XBA3

$ 108,088,000

$ 35,079,000

3.900% Notes due 2035

U31520AN6

31428XCM6

31428XDK9

$ 391,912,000

$ 217,526,000

13

5.100% Notes due 2044

31428XAW6

$ 208,311,000

$ 56,971,000

5.100% Notes due 2044

U31520AS5

31428XCR5

31428XDP8

$ 541,689,000

$ 268,988,000

14

3.100% Notes due 2029

31428XBV7

$ 371,947,000

$ 150,661,000

3.100% Notes due 2029

U31520AJ5

31428XCH7

31428XDF0

$ 628,053,000

$ 392,455,000

15

5.250% Notes due 2050

31428XCA2

$ 202,342,000

$ 40,820,000

5.250% Notes due 2050

U31520AZ9

31428XCY0

31428XDW3

$ 1,047,658,000

$ 395,723,000

16

3.400% Notes due 2028

31428XBP0

$ 159,506,000

$ 29,411,000

3.400% Notes due 2028

U31520AG1

31428XCF1

31428XDD5

$ 340,494,000

$ 194,638,000

17

4.250% Notes due 2030

31428XBZ8

$ 343,897,000

$ 95,059,000

4.250% Notes due 2030

U31520AK2

31428XCJ3

31428XDG8

$ 406,103,000

$ 208,006,000

18

4.200% Notes due 2028

31428XBR6

$ 162,715,000

$ 33,707,000

4.200% Notes due 2028

U31520AH9

31428XCG9

31428XDE3

$ 237,285,000

$ 129,635,000

19

4.900% Notes due 2034

31428XAX4

$ 148,482,000

$ 34,722,000

4.900% Notes due 2034

U31520AM8

31428XCL8

31428XDJ2

$ 351,518,000

$ 198,855,000

(1) FedEx is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn)

Notes in the Offers for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $4,150,000,000

(the “Offer Cap”) using a “waterfall” methodology under which FedEx will accept the Notes in order of their respective

acceptance priority levels noted in the table above (the “Acceptance Priority Levels”).

The consideration to be paid

for the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers will be determined at 10:00

a.m., New York City time, on July 10, 2026 (the “Price Determination Time”) in the manner described in the Offer to Purchase

by reference to the applicable fixed spread specified on the front cover of the Offer to Purchase for each series of Notes over the applicable

yield to the maturity date or par call date, as applicable, based on the bid-side price of the applicable U.S. Treasury Security (the

“Reference Treasury Security”) specified on the front cover of the Offer to Purchase in the column entitled “Reference

U.S. Treasury Security.” Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender

Time and whose Notes are accepted for purchase will be entitled to receive the applicable “Total Consideration,” which includes

an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”).

The Early Tender Premium will be included in the Total Consideration for each series of Notes, and will not constitute an additional or

increased payment. In addition, in each case, holders whose Notes are accepted for purchase will receive accrued and unpaid interest on

their Notes up to, but excluding, July 14, 2026 (the “Early Settlement Date”), payable on the Early Settlement Date.

Since

the aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Notes that were validly tendered and

not validly withdrawn in the Offers at or before the Early Tender Time is expected to exceed the Offer Cap, FedEx expects to accept for

purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level of

1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of each

series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875% Notes

due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have an Acceptance

Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level of 6), the

full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of each series

of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750% Notes due 2045

(which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have an Acceptance

Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level of 11), the

full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of each series of

the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at or prior to the

Early Tender Time on a prorated basis as described in the Offer to Purchase, so that the aggregate purchase price does not exceed the

Offer Cap. The 3.100% Notes due 2029 (which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance

Priority Level of 15), the 3.400% Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have

an Acceptance Priority Level of 17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due

2034 (which have an Acceptance Priority Level of 19) will not be accepted for purchase. In addition, since the aggregate purchase price,

not including accrued and unpaid interest, payable in respect of the Notes that were validly tendered and not validly withdrawn

in the Offers at or before the Early Tender Time is expected to exceed the Offer Cap, FedEx does not expect to accept for purchase any

Notes tendered after the Early Tender Time.

None of the Offers is conditioned

on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered. None of the Offers is subject to

a financing condition.

FedEx expects to issue a press

release later today following the Price Determination Time announcing the Total Consideration payable in connection with the Offers.

FedEx expressly reserves the

right, in its sole discretion, subject to applicable law, to (1) terminate any or all of the Offers and not accept for purchase any of

the Notes not theretofore accepted for purchase in the terminated Offer or Offers, (2) waive any and all of the conditions to the Offers

on or prior to the time the Notes are accepted for purchase in any or all of the Offers, (3) accept for purchase and pay for all Notes

validly tendered at or before the Early Tender Time or the time at which the Offers are scheduled to expire (the “Expiration Time”)

and not validly withdrawn at or before the Withdrawal Deadline in any or all of the Offers and to keep any or all of the Offers open or

extend the Early Tender Time, Withdrawal Deadline or Expiration Time to a later date and time, (4) increase or decrease the Offer Cap

or change the Acceptance Priority Levels or (5) otherwise amend the terms and conditions of the Offers.

This press release does not

constitute an offer to purchase or a solicitation of an offer to sell any securities. The Offers are being made solely pursuant to the

Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law. No offer, solicitation, purchase

or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Goldman

Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc and Wells Fargo Securities, LLC are

serving as Lead Dealer Managers for the Offers and Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. are serving as Co-Dealer

Managers for the Offers (each, a “Dealer Manager” and together, the “Dealer Managers”). Questions regarding

the Offers may be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect), J.P. Morgan Securities

LLC at (866) 834-4666 (toll free) or (212) 834-3554 (collect), BofA Securities, Inc. at (888) 292-0070 (toll free) or (980) 387-3907 (collect),

Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Wells Fargo Securities, LLC at (866) 309-6316

(toll free) or (704) 410-4759 (collect).

The

complete terms and conditions of the Offers are described in the Offer to Purchase. Requests for the Offer to Purchase or the documents

incorporated by reference therein may be directed to Global Bondholder Services Corporation (“GBSC”), which is acting as the

Tender Agent and Information Agent for the Offers, at (212) 430-3774 (for banks and brokers), at (855) 654-2015 (for all others),

or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase are (subject to offer restrictions) available on their website https://www.gbsc-usa.com/FedEx.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides

customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. The company offers integrated

business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world's most admired

and trusted employers, FedEx inspires its employees to remain focused on safety, the highest ethical and professional standards and the

needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully,

with a goal to achieve carbon-neutral operations by 2040.

Cautionary Statement Regarding Forward-Looking Information

Certain

statements in this press release may be considered forward-looking statements, such as statements regarding the expected timing of completion

of the Offers and FedEx’s expectations with respect to the acceptance of validly tendered (and not validly withdrawn) Notes. Forward-looking

statements include those preceded by, followed by or that include the words “will,” “may,” “could,”

“would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,”

“plans,” “estimates,” “targets,” “projects,” “intends,” “determined

to,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause

actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements.

Potential risks and uncertainties include, but are not limited to, economic conditions in the global markets in which FedEx operates;

uncertainty and additional volatility in the global trade environment; FedEx’s ability to successfully implement its business strategies

and global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively respond to changes

in market dynamics, and achieve the anticipated benefits of such strategies and actions; FedEx’s ability to achieve its cost reduction

initiatives and financial performance goals, including its 2029 financial performance targets; FedEx’s ability to achieve the anticipated

benefits of the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”);

the possibility of disruption, including changes to existing business relationships, disputes, litigation, or unanticipated costs in connection

with the Spin-Off of FedEx Freight; the timing and amount of any costs or benefits or any specific outcome, transaction, or change (of

which there can be no assurance), or the terms, timing, and structure thereof, related to FedEx’s global transformation program

and other ongoing reviews and initiatives; a significant data breach or other disruption to FedEx’s technology infrastructure; damage

to FedEx’s reputation or loss of brand equity; FedEx’s ability to meet its labor and purchased transportation needs while

controlling related costs; failure of third-party service providers to perform as expected, or disruptions in FedEx’s relationships

with those providers or their provision of services to FedEx; the effect of any international conflicts or terrorist activities, including

as a result of the current conflicts between Russia and Ukraine and in the Middle East; evolving or new U.S. domestic or international

laws and government regulations, policies, and actions, including regulatory and/or legal compliance requirements that can affect FedEx’s

ability to efficiently or fully utilize its aircraft; changes in fuel prices or currency exchange rates, including significant increases

in fuel prices as a result of the ongoing conflicts between Russia and Ukraine and in the Middle East and other geopolitical and regulatory

developments; the effect of intense competition; FedEx’s ability to match capacity to shifting volume levels; an increase in self-insurance

accruals and expenses; loss or delay in the collection of accounts receivable, including those related to tariffs in light of recent judicial

rulings; the effect of technology developments, including autonomous technology and artificial intelligence; failure to receive or collect

expected insurance coverage; FedEx’s ability to effectively operate, integrate, leverage, and grow acquired businesses and complete

and realize the anticipated benefits of acquisitions and other strategic transactions including FedEx's investment in InPost, as a consortium

member, and related commercial agreements; noncash impairment charges related to FedEx’s goodwill and certain deferred tax assets;

the future rate of e-commerce growth; future guidance, regulations, interpretations, challenges, or judicial decisions related to tariffs

and FedEx’s tax positions; labor-related disruptions; legal challenges or changes related to service providers contracted to conduct

certain linehaul and pickup-and-delivery operations and the drivers providing services on their behalf and the coverage of U.S. employees

at Federal Express Corporation under the Railway Labor Act of 1926, as amended; FedEx’s ability to quickly and effectively restore

operations following adverse weather or a localized disaster or disturbance in a key geography; the effects of a widespread outbreak of

an illness or any other communicable disease or public health crises; any liability resulting from and the costs of defending against

litigation, including refunds of tariffs; FedEx’s ability to achieve or demonstrate progress on its goal of carbon-neutral operations

by 2040; successful completion of stock repurchases; and other factors which can be found in FedEx’s and its subsidiaries’

press releases and FedEx’s filings with the Securities and Exchange Commission, including FedEx’s Annual Report on Form 10-K

for the fiscal year ended May 31, 2025 and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of

the date on which it is made. FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether

as a result of new information, future events, or otherwise.

Contacts

FedEx Corp. Media Contact:

Caitlin Adams Maier

mediarelations@fedex.com

FedEx Corp. Investor Relations Contact:

Jeni Hollander

ir@fedex.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620197d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

FedEx Announces

Pricing for Cash Tender Offers

MEMPHIS,

Tenn., July 10, 2026 – FedEx Corp. (NYSE: FDX) (“FedEx”) today announced the pricing terms of its previously

announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) to purchase up to $4,150,000,000

aggregate purchase price, not including accrued and unpaid interest (the “Offer Cap”), of FedEx’s validly tendered

(and not validly withdrawn) notes set forth below (collectively, the “Notes”), using a “waterfall” methodology

under which FedEx will accept the Notes in order of their respective acceptance priority levels noted in the table below (the “Acceptance

Priority Levels”). The Offers are being made pursuant to an Offer to Purchase, dated June 25, 2026 (the “Offer to Purchase”),

which sets forth a description of the terms of the Offers.

Following

the pricing of the Offers at 10:00 a.m., New York City time, on July 10, 2026 (the “Price Determination Time”), FedEx

expects to accept for purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance

Priority Level of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the

full amount of each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series

of the 3.875% Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045

(which have an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance

Priority Level of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the

full amount of each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series

of the 4.750% Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031

(which have an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance

Priority Level of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and

a portion of each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly

withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a

proration factor of approximately 41.3%, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029

(which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400%

Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of

17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance

Priority Level of 19) will not be accepted for purchase. After applying the proration factor to each series of 5.100% Notes due 2044,

FedEx expects to accept $23,475,000 aggregate principal amount (CUSIP No. 31428XAW6) and $110,993,000 aggregate principal amount

(CUSIP No. U31520AS5, 31428XCR5 and 31428XDP8) of the 5.100% Notes due 2044 for purchase in the Offers.

The

“Total Consideration” to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New

York City time, on July 9, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the Offers, includes

an early tender premium of $30 per $1,000 principal amount of Notes so tendered and accepted for purchase (the “Early Tender Premium”),

which will not constitute an additional or increased payment. In addition to the applicable Total Consideration, holders who validly

tendered and did not validly withdraw their Notes, and whose Notes are accepted for purchase in the Offers will also be paid any applicable

accrued and unpaid interest up to, but excluding, July 14, 2026 (the “Early Settlement Date”). The Total Consideration

has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for each of the Notes

over the applicable yield to the maturity date or par call date, as applicable, based on the bid-side price of the applicable U.S. Treasury

Security (the “Reference Treasury Security”), determined at the Price Determination Time as specified in the table below

and on the cover page of the Offer to Purchase in the column entitled “Reference U.S. Treasury Security.”

The

table below includes only the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time that the Company

expects to accept for purchase pursuant to the Offers.

Acceptance

Priority

Level(1)

Title of Series of

Notes

CUSIP No.

Principal Amount

Outstanding

Reference U.S.

Treasury Security(2)

Bloomberg

Reference

Page

Reference

Yield

Fixed Spread

(bps)

Total

Consideration(3)

1

4.500% Notes due 2065

31428XBD7

$ 36,960,000

4.750% UST due 2/15/2056

FIT1

5.070 %

110

$ 755.32

4.500% Notes due 2065

U31520BA3

31428XCZ7

31428XDX1

$ 213,040,000

4.750% UST due 2/15/2056

FIT1

5.070 %

110

$ 755.32

2

3.250% Notes due 2041

31428XCE4

$ 130,365,000

4.375% UST due 5/15/2036

FIT1

4.553 %

90

$ 777.81

3.250% Notes due 2041

U31520AP1

31428XCN4

31428XDL7

$ 619,635,000

4.375% UST due 5/15/2036

FIT1

4.553 %

90

$ 777.81

3

4.050% Notes due 2048

31428XBQ8

$ 256,565,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 799.18

4.050% Notes due 2048

U31520AX4

31428XCW4

31428XDU7

$ 743,435,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 799.18

4

3.875% Notes due 2042

31428XAT3

$ 55,389,000

5.000% UST due 5/15/2046

FIT1

5.075 %

50

$ 821.22

3.875% Notes due 2042

U31520AQ9

31428XCP9

31428XDM5

$ 444,611,000

5.000% UST due 5/15/2046

FIT1

5.075 %

50

$ 821.22

5

4.100% Notes due 2045

31428XBB1

$ 146,170,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 820.74

4.100% Notes due 2045

U31520AT3

31428XCS3

31428XDQ6

$ 503,830,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 820.74

6

4.100% Notes due 2043

31428XAU0

$ 108,231,000

5.000% UST due 5/15/2046

FIT1

5.075 %

55

$ 835.86

4.100% Notes due 2043

U31520AR7

31428XCQ7

31428XDN3

$ 391,769,000

5.000% UST due 5/15/2046

FIT1

5.075 %

55

$ 835.86

7

4.400% Notes due 2047

31428XBN5

$ 145,347,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 841.31

4.400% Notes due 2047

U31520AW6

31428XCV6

31428XDT0

$ 604,653,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 841.31

8

4.550% Notes due 2046

31428XBG0

$ 242,931,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 862.13

4.550% Notes due 2046

U31520AV8

31428XCU8

31428XDS2

$ 1,007,069,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 862.13

9

4.750% Notes due 2045

31428XBE5

$ 336,562,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 886.80

4.750% Notes due 2045

U31520AU0

31428XCT1

31428XDR4

$ 913,438,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 886.80

10

2.400% Notes due 2031

31428XCD6

$ 357,815,000

4.125% UST due 6/30/2031

FIT1

4.287 %

25

$ 908.10

2.400% Notes due 2031

U31520AL0

31428XCK0

31428XDH6

$ 642,185,000

4.125% UST due 6/30/2031

FIT1

4.287 %

25

$ 908.10

11

4.950% Notes due 2048

31428XBS4

$ 153,531,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 903.08

4.950% Notes due 2048

U31520AY2

31428XCX2

31428XDV5

$ 696,469,000

5.000% UST due 5/15/2046

FIT1

5.075 %

65

$ 903.08

12

3.900% Notes due 2035

31428XBA3

$ 108,088,000

4.375% UST due 5/15/2036

FIT1

4.553 %

35

$ 930.63

3.900% Notes due 2035

U31520AN6

31428XCM6

31428XDK9

$ 391,912,000

4.375% UST due 5/15/2036

FIT1

4.553 %

35

$ 930.63

13

5.100% Notes due 2044

31428XAW6

$ 208,311,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 936.72

5.100% Notes due 2044

U31520AS5

31428XCR5

31428XDP8

$ 541,689,000

5.000% UST due 5/15/2046

FIT1

5.075 %

60

$ 936.72

(1) FedEx is offering

to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes

in the Offers for which the aggregate purchase price, not including accrued and unpaid interest,

does not exceed the Offer Cap using a “waterfall” methodology under which FedEx

will accept the Notes in order of their respective Acceptance Priority Levels noted in the

table above.

(2) The Total Consideration

for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time

and accepted for purchase is calculated using the applicable fixed spread as described in

the Offer to Purchase. The Early Tender Premium of $30 per $1,000 principal amount is included

in the Total Consideration for each series of Notes set forth above and does not constitute

an additional or increased payment. Holders of Notes will also receive accrued and unpaid

interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date.

(3) Per $1,000

principal amount. Includes the Early Tender Premium of $30 per $1,000 principal amount of

Notes.

All

conditions of the Offers were deemed satisfied by FedEx, or timely waived by FedEx. Accordingly, FedEx expects to accept for purchase,

and pay for, $4,857,412,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement

Date.

Although

the Offers are scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or terminated, because the

aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer

Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time

will be accepted for purchase. Notes tendered and not purchased on July 14, 2026 (the “Early Settlement Date”) will

be returned to holders promptly after the Early Settlement Date.

This

press release does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The Offers are being made

solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law. No

offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Goldman

Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc and Wells Fargo Securities,

LLC are serving as Lead Dealer Managers for the Offers and Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. are serving

as Co-Dealer Managers for the Offers (each, a “Dealer Manager” and together, the “Dealer Managers”). Questions

regarding the Offers may be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect), J.P.

Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3554 (collect), BofA Securities, Inc. at (888) 292-0070 (toll free)

or (980) 387-3907 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect) or Wells Fargo Securities,

LLC at (866) 309-6316 (toll free) or (704) 410-4759 (collect).

The

complete terms and conditions of the Offers are described in the Offer to Purchase. Requests for the Offer to Purchase or the documents

incorporated by reference therein may be directed to Global Bondholder Services Corporation (“GBSC”), which is acting as

the Tender Agent and Information Agent for the Offers, at (212) 430-3774 (for banks and brokers), at (855) 654-2015 (for all others),

or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase are (subject to offer restrictions) available on their website https://www.gbsc-usa.com/FedEx.

About FedEx

Corp.

FedEx

Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services.

The company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked

among the world’s most admired and trusted employers, FedEx inspires its employees to remain focused on safety, the highest ethical

and professional standards and the needs of their customers and communities. FedEx is committed to connecting people and possibilities

around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040.

Cautionary Statement Regarding Forward-Looking

Information

Certain

statements in this press release may be considered forward-looking statements, such as statements regarding the expected timing of completion

of the Offers and FedEx’s expectations with respect to the acceptance of validly tendered (and not validly withdrawn) Notes. Forward-looking

statements include those preceded by, followed by or that include the words “will,” “may,” “could,”

“would,” “should,” “believes,” “expects,” “forecasts,” “anticipates,”

“plans,” “estimates,” “targets,” “projects,” “intends,” “determined

to,” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could

cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking

statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the global markets in which FedEx

operates; uncertainty and additional volatility in the global trade environment; FedEx’s ability to successfully implement its

business strategies and global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively

respond to changes in market dynamics, and achieve the anticipated benefits of such strategies and actions; FedEx’s ability to

achieve its cost reduction initiatives and financial performance goals, including its 2029 financial performance targets; FedEx’s

ability to achieve the anticipated benefits of the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”)

on June 1, 2026 (the “Spin-Off”); the possibility of disruption, including changes to existing business relationships,

disputes, litigation, or unanticipated costs in connection with the Spin-Off of FedEx Freight; the timing and amount of any costs or

benefits or any specific outcome, transaction, or change (of which there can be no assurance), or the terms, timing, and structure thereof,

related to FedEx’s global transformation program and other ongoing reviews and initiatives; a significant data breach or other

disruption to FedEx’s technology infrastructure; damage to FedEx’s reputation or loss of brand equity; FedEx’s ability

to meet its labor and purchased transportation needs while controlling related costs; failure of third-party service providers to perform

as expected, or disruptions in FedEx’s relationships with those providers or their provision of services to FedEx; the effect of

any international conflicts or terrorist activities, including as a result of the current conflicts between Russia and Ukraine and in

the Middle East; evolving or new U.S. domestic or international laws and government regulations, policies, and actions, including regulatory

and/or legal compliance requirements that can affect FedEx’s ability to efficiently or fully utilize its aircraft; changes in fuel

prices or currency exchange rates, including significant increases in fuel prices as a result of the ongoing conflicts between Russia

and Ukraine and in the Middle East and other geopolitical and regulatory developments; the effect of intense competition; FedEx’s

ability to match capacity to shifting volume levels; an increase in self-insurance accruals and expenses; loss or delay in the collection

of accounts receivable, including those related to tariffs in light of recent judicial rulings; the effect of technology developments,

including autonomous technology and artificial intelligence; failure to receive or collect expected insurance coverage; FedEx’s

ability to effectively operate, integrate, leverage, and grow acquired businesses and complete and realize the anticipated benefits of

acquisitions and other strategic transactions including FedEx’s investment in InPost, as a consortium member, and related commercial

agreements; noncash impairment charges related to FedEx’s goodwill and certain deferred tax assets; the future rate of e-commerce

growth; future guidance, regulations, interpretations, challenges, or judicial decisions related to tariffs and FedEx’s tax positions;

labor-related disruptions; legal challenges or changes related to service providers contracted to conduct certain linehaul and pickup-and-delivery

operations and the drivers providing services on their behalf and the coverage of U.S. employees at Federal Express Corporation under

the Railway Labor Act of 1926, as amended; FedEx’s ability to quickly and effectively restore operations following adverse weather

or a localized disaster or disturbance in a key geography; the effects of a widespread outbreak of an illness or any other communicable

disease or public health crises; any liability resulting from and the costs of defending against litigation, including refunds of tariffs;

FedEx’s ability to achieve or demonstrate progress on its goal of carbon-neutral operations by 2040; successful completion of stock

repurchases; and other factors which can be found in FedEx’s and its subsidiaries’ press releases and FedEx’s filings

with the Securities and Exchange Commission, including FedEx’s Annual Report on Form 10-K for the fiscal year ended May 31,

2025 and subsequent Quarterly Reports on Form 10-Q. Any forward-looking statement speaks only as of the date on which it is made.

FedEx does not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information,

future events, or otherwise.

Contacts

FedEx Corp.

Media Contact:

Caitlin Adams Maier

mediarelations@fedex.com

FedEx Corp.

Investor Relations Contact:

Jeni Hollander

ir@fedex.com

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