FDX 8-K Current Reports

FedEx 8-K Report, Financial Results (Oct 28, 2026)

FedEx Corporation (FDX) has filed an 8-K to report significant operational and financial structure changes. Effective June 1, 2026, the company officially changed its fiscal year-end from May 31 to December 31, meaning it will now report on a calendar-year basis. This transition period, covering seven months, will be detailed in a subsequent 10-K filing. Furthermore, FedEx successfully completed the spin-off of its less-than-truckload (LTL) freight transportation businesses, FedEx Freight, into a new, independent publicly traded company. This spin-off results in FedEx no longer consolidating the FedEx Freight segment, which will now be presented as discontinued operations in its financial reporting. In conjunction with these major structural changes, FedEx has realigned its reporting segments. The former Federal Express segment has been divided into two new reportable segments: Express U.S. Domestic and Express International. These adjustments are intended to better reflect the company's operational structure and provide clearer insights into performance and resource allocation. Supplemental historical financial information for the calendar quarters ended March 31 and June 30, 2026, has been provided to aid investors in understanding these transitions and their impact on historical results.

Oct 28, 2026 8-K

FedEx 8-K Report, Financial Results (Oct 28, 2026)

FedEx Corporation (FDX) reported strong financial results for the fiscal quarter ended September 30, 2026, exceeding investor expectations. The company highlighted robust revenue growth driven by increased package yields and volumes across its U.S. Domestic and International segments. Significant strategic moves, including the completion of the FedEx Freight spin-off and the sale of FedEx Supply Chain, are reshaping the company's portfolio and contributing to its financial performance. Adjusted diluted EPS saw a substantial increase, bolstered by operational efficiencies and disciplined cost management. FedEx also announced a positive revision to its full-year calendar 2026 earnings outlook, reflecting confidence in its ongoing transformation and strategic execution. The company continued its commitment to shareholder returns by completing $2 billion in share repurchases during the quarter. Investors should note the impact of certain one-time items, such as the loss on the retained investment in FedEx Freight, which are detailed in the adjusted figures.

Oct 28, 2026 8-K

Shareholder MattersOther EventsExhibits & Filings

FedEx 8-K Report, Executive Changes (Oct 26, 2026)

FedEx Corporation (FDX) announced a significant leadership change, appointing Jamere Jackson as its new Executive Vice President and Chief Financial Officer, effective November 30, 2026. Mr. Jackson brings a wealth of experience from his previous roles as CFO at AutoZone, Hertz Global Holdings, and Nielsen Holdings, as well as leadership positions at General Electric. His appointment signals a focus on strong financial management, capital allocation, and driving profitable growth, as highlighted by CEO Raj Subramaniam. This announcement comes with a comprehensive compensation package for Mr. Jackson, including a base salary of $1,000,000, a $2,000,000 signing bonus, and substantial equity awards (restricted stock units and stock options) totaling over $8 million, with a significant portion intended to compensate for forfeited AutoZone equity. These incentives are designed to align Mr. Jackson with FedEx's long-term strategic objectives and shareholder value creation.

Oct 26, 2026 8-K

FedEx 8-K Report, Shareholder Vote Results (Sep 29, 2026)

FedEx's September 28, 2026 annual stockholder meeting produced routine outcomes on the board and auditor, with shareholder dissent on compensation. All eleven director nominees were elected, and each received more votes for than against. Support was strongest for Nancy A. Norton and Mark A. Edmunds and weakest for Paul S. Walsh and Susan Patricia Griffith, who each drew roughly 12.4 to 12.6 million against votes. Stockholders approved the advisory say-on-pay proposal with 90.6% of voted shares in favor, and ratified Ernst & Young LLP as the independent registered public accounting firm for the transition period from June 1, 2026 through December 31, 2026, with 94.3% support. The transition period reflects FedEx's fiscal year change. All three stockholder proposals failed. A proposal for an independent board chair received 39.2% support, the highest of the three, and a proposal to lower the threshold for calling special meetings received 14.9%. A proposal on reporting risks related to distributing abortion drugs received only 1.1%. The board's stance on these matters was therefore upheld, and the governance results do not signal a near-term shift in leadership structure or shareholder rights. Separately, the board completed its annual review of outside director pay and approved no change to the $140,000 annual retainer or to the Lead Independent Director and committee chair fees. It did approve a $20,000 increase to the annual equity grant, which is now $215,000 in RSUs. For the transition period, the retainer, equity grant, and role-based fees will be prorated. The changes are modest and immaterial to FedEx's overall financial results.

Sep 29, 2026 8-K

FedEx 8-K Report, Corporate Update (Sep 14, 2026)

FedEx Corporation has successfully closed two significant debt offerings on September 14, 2026, raising a total of approximately €2 billion and $1.1 billion through the issuance of Euro Notes and USD Notes, respectively. The Euro Notes consist of €1.1 billion of 4.000% Notes due 2030 and €900 million of 4.625% Notes due 2034, while the USD Notes comprise $1.1 billion of 5.750% Notes due 2036. These offerings were facilitated through separate underwriting agreements with prominent financial institutions.

Sep 14, 2026 8-K

FedEx 8-K Report, Executive Changes (Jul 24, 2026)

FedEx Corporation (FDX) has filed an 8-K reporting the adoption of a new Executive Severance Plan, effective July 20, 2026. This plan replaces previous Management Retention Agreements and outlines severance benefits for executive officers, contingent upon signing releases and adhering to non-competition and non-solicitation clauses. The new plan introduces tiered multipliers for severance pay based on executive role and tenure, with higher payouts for the CEO and long-tenured employees in cases of termination without cause or with good reason, especially during a change of control. Additionally, the filing discloses a one-time special cash bonus pool awarded to managing directors and above, recognizing strong fiscal year 2026 performance, including above-plan operating income and significant cost savings, with specific bonus amounts detailed for the CEO and another named executive officer.

Jul 24, 2026 8-K

FedEx 8-K Report, Financial Results (Jul 21, 2026)

FedEx (FDX) filed this 8-K to furnish supplemental historical financial information that recasts its results for three structural changes: a fiscal year-end change from May 31 to December 31 (effective June 1, 2026), the June 1, 2026 spin-off of FedEx Freight (now presented as discontinued operations), and a new two-segment structure (Express U.S. Domestic and Express International, replacing the single Federal Express segment). The filing itself contains no new earnings for a current period; it is a recast of calendar 2025 and 2024 results to give investors a comparable base. The next reported period will be a seven-month Transition Period (June 1 through December 31, 2026) on Form 10-K, with calendar-year reporting beginning with fiscal 2027. On the recast basis, calendar 2025 continuing-operations revenue was $82.5 billion (up 4.2% from $79.1 billion in 2024), and GAAP operating income rose to $4.55 billion from $3.27 billion, with operating margin of 5.5% versus 4.1%. Express U.S. Domestic drove most of the improvement, with operating income of $4.42 billion (8.1% margin) versus $3.37 billion (6.5%), supported by U.S. package yield growth and a sharp drop in U.S. freight volume following the spin-off. Express International was far less profitable, with operating income of $572 million (2.3% margin) versus $544 million. Diluted EPS from continuing operations was $14.62 (versus $10.74), while total diluted EPS including discontinued FedEx Freight operations was $19.09 (versus $17.08). Non-GAAP adjusted operating income was $5.01 billion (6.1% margin) for 2025. Investors should note several caveats. The figures are unaudited, are explicitly not restatements, and are not indicative of future results. Stranded costs previously shared with FedEx Freight remain partly with FedEx and depend on transition services agreements and cost actions to be reduced. The filing also discloses a pending sale of FedEx Supply Chain to CMA CGM for $1.4 billion, expected to close in the second half of 2026, and reiterates forward-looking risks including tariff-related receivables, labor costs, fuel, and the Network 2.0 transformation program.

Jul 21, 2026 8-K

FedEx 8-K Report, Corporate Update (Jul 10, 2026)

On July 10, 2026, FedEx announced the early results and pricing of its cash tender offers for up to $4.15 billion (aggregate purchase price, excluding accrued interest) of its senior notes. Holders tendered more than the cap by the July 9, 2026 Early Tender Time, so FedEx will accept notes in order of acceptance priority levels 1 through 13, prorated at roughly 41.3% for the 5.100% Notes due 2044. Notes at priority levels 14 through 19 (the 3.100% 2029, 5.250% 2050, 3.400% 2028, 4.250% 2030, 4.200% 2028 and 4.900% 2034 notes) will not be purchased. FedEx expects to accept about $4.857 billion in aggregate principal amount on the Early Settlement Date of July 14, 2026. Because the cap was exceeded at the early tender stage, there will be no final settlement date and no later tenders will be accepted. The company plans to fund the purchases with the roughly $4.1 billion dividend received from FedEx Freight Holding Company in connection with the June 1, 2026 spin-off of FedEx Freight, plus cash on hand. Accrued interest and offer expenses will be paid from cash on hand. Holders who tendered by the Early Tender Time receive a Total Consideration that includes a $30 per $1,000 early tender premium. Total Consideration per $1,000 principal ranges from about $755 for the 2065 notes at priority level 1 to about $937 for the 5.100% 2044 notes at priority level 13, based on the fixed spreads and Treasury yields set at pricing. For investors, the transaction is a debt reduction and liability management step funded by the spin-off proceeds, rather than an operating event. The filing does not disclose post-transaction debt totals, interest savings, or the effect on leverage metrics, so those effects would need to be derived from FedEx's subsequent reporting. The transaction also shows that the company is using the FedEx Freight separation proceeds to retire long-dated, mostly low-coupon debt.

Jul 10, 2026 8-K

FedEx 8-K Report, Corporate Update (Jun 25, 2026)

On June 25, 2026, FedEx Corporation (NYSE: FDX) commenced cash tender offers to repurchase up to $4.15 billion (aggregate purchase price, excluding accrued interest) of its outstanding senior notes across 19 series, with maturities ranging from 2028 to 2065. The offers are funded by a $4.1 billion cash dividend that FedEx Freight paid to FedEx in connection with the Spin-Off, which was finalized on June 1, 2026, with FedEx distributing 80.1% of FedEx Freight's common stock to its shareholders. Management states the offers support its strategy of reducing outstanding debt to maintain a leverage-neutral profile after the Spin-Off. The tender structure rewards early participation. Holders who tender by the Early Tender Time of 5:00 p.m. NYC time on July 9, 2026 receive the Total Consideration, which includes a $30 per $1,000 principal early tender premium. Those tendering later receive the Tender Offer Consideration, which is the Total Consideration minus that premium. Early tenders are expected to settle on July 14, 2026, and the offers expire July 24, 2026, with final settlement expected July 28, 2026. Pricing is set at a fixed spread over the reference U.S. Treasury yield, determined at 10:00 a.m. NYC time on July 10, 2026, and acceptance follows priority levels under a waterfall methodology subject to the Offer Cap, which may result in proration. For investors, the transaction is primarily a balance-sheet action rather than an operating event. It reduces gross debt using proceeds from the Spin-Off, which should lower interest expense over time, but it does not directly affect operating performance. Investors should note that the actual amount of debt retired depends on tender participation and the Treasury-based pricing, and that the filing contains no current disclosure of quarterly results or updated guidance.

Jun 25, 2026 8-K

FedEx 8-K Report, Financial Results (Jun 23, 2026)

FedEx (FDX) reported fiscal fourth-quarter 2026 results (quarter ended May 31, 2026) with revenue of $25.0 billion, up 13% year over year. GAAP operating income was $1.55 billion (6.2% margin), while adjusted operating income was $2.09 billion (8.4% margin), up from $2.02 billion a year earlier. GAAP diluted EPS was $6.60 and adjusted diluted EPS was $6.31, versus $6.07 adjusted in the prior-year quarter. The gap between GAAP and adjusted results is large, driven mainly by a $2.05 per share non-cash mark-to-market pension gain that boosted GAAP net income, offset by FedEx Freight spin-off costs ($0.97 per share), business optimization costs ($0.66), and other items. Investors should focus on adjusted figures for operating trends while recognizing that pension MTM swings can meaningfully distort GAAP earnings. For fiscal 2026, revenue was $94.7 billion (up 8%) and adjusted diluted EPS was $20.24, up from $18.19, with adjusted operating income rising 8% to $6.61 billion. FedEx exceeded its $1 billion transformation cost-savings goal, and capital spending fell 6% to $3.8 billion, or 4.0% of revenue, the lowest level in company history. The FedEx Freight spin-off was completed June 1, 2026, and FedEx Freight paid FedEx a $4.1 billion cash dividend. Fiscal year-end cash of $13.3 billion includes that dividend and roughly $800 million of IEEPA tariff refunds held for customers, so underlying liquidity is less than the headline figure suggests. Looking ahead, FedEx is now on a calendar year, and its calendar 2026 outlook (on a continuing-operations basis, excluding FedEx Freight) calls for about 11% revenue growth, GAAP diluted EPS of $16.55 to $17.75, and adjusted diluted EPS of $16.90 to $18.10. Capital spending is guided to $3.9 billion, the dividend rises 5% (after adjusting for the spin-off), and the company may repurchase up to $1 billion of stock opportunistically. The outlook excludes additional pension MTM adjustments that management cannot predict, and it assumes no adverse economic, geopolitical, or trade developments. Interim CFO Claude Russ is leading finance during this transition year, and the company also flagged that a full recast of prior-year results for the spin-off will be filed by mid-August 2026.

Jun 23, 2026 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+2

FedEx 8-K Report, Executive Changes (Jun 8, 2026)

FedEx Corporation (NYSE: FDX) filed an 8-K on June 8, 2026 reporting two board changes rather than any financial results or operational update. The Board elected Mark A. Edmunds, a retired vice chairman and senior partner of Deloitte with 38 years at the firm, as an independent director effective immediately. He was also named Chair of the Audit and Finance Committee and a member of the Cyber and Technology Oversight Committee, a notable placement given his finance and audit background. His initial term runs until the 2026 annual meeting of stockholders, where renomination and shareholder approval will be required. The filing also discloses that Silvia Davila resigned from the Board, effective June 8, 2026, after changing her principal employment, as required by the Company's Corporate Governance Guidelines. The Company states her departure was not the result of any disagreement with management or with matters relating to FedEx's operations, policies, or practices. The Board accepted the resignation on the recommendation of its Governance, Safety, and Public Policy Committee. For investors, the filing is largely routine governance housekeeping with no disclosed financial impact. Edmunds' compensation follows the existing non-management director program, with prorated amounts of $60,450 in RSUs, $43,400 in retainer, and $9,300 for the committee chair role. The main point to watch is the strength of the new Audit and Finance Committee chair's oversight, given Edmunds' extensive accounting and financial governance experience.

Jun 8, 2026 8-K

FedEx 8-K Report, Material Agreement (Jun 1, 2026)

On June 1, 2026, FedEx Corporation (NYSE: FDX) completed the spin-off of FedEx Freight Holding Company, Inc., which begins regular-way trading today on the NYSE under the ticker FDXF. Stockholders received one FedEx Freight share for every two FedEx shares held of record as of May 15, 2026, with FedEx distributing 80.1% of FedEx Freight's outstanding common stock. FedEx retained the remaining 19.9% and has committed to dispose of that stake within 24 months, either through exchanges for FedEx debt held by creditors, through distributions to stockholders, or in exchange for FedEx common stock. Before the Effective Time, FedEx Freight paid a cash dividend of about $4.1 billion to FedEx, funded by a $3.7 billion senior notes offering completed in February 2026 and borrowings under its delayed-draw term loan facility. The filing details a comprehensive set of separation agreements governing the ongoing relationship between the two companies. These include a Separation and Distribution Agreement, a Transition Services Agreement (generally up to two years, priced on allocation or cost-plus bases), a Tax Matters Agreement, an Employee Matters Agreement, an Intellectual Property Cross-License Agreement, a Trademark License Agreement granting FedEx Freight a five-year license to the "FedEx Freight" name with annual renewals for up to five more years, and a Stockholder and Registration Rights Agreement. Under the latter, FedEx has agreed to vote its retained shares in proportion to the votes of other FedEx Freight stockholders, though that proxy lapses on any transfer outside FedEx. For investors, the key takeaways are that FedEx now operates as a standalone company without its LTL business, and that the 19.9% retained stake creates a potential future overhang as it is monetized. Management leadership changes were also made: director Stephen E. Gorman joined the FedEx Freight board, reducing FedEx's board from thirteen to twelve members, and John A. Smith departed as COO of U.S. and Canada to become FedEx Freight's CEO. FedEx's annual revenue figure of $92 billion in the press release is stated inclusive of FedEx Freight, with an updated figure to be provided after the June 23, 2026 Q4 FY26 earnings call.

Jun 1, 2026 8-K

FedEx 8-K Report, Corporate Update (May 22, 2026)

FedEx Corporation (FDX) has announced the full redemption of its outstanding 1.300% Notes due 2031. The company issued a notice of redemption on May 13, 2026, with a redemption date set for May 28, 2026. This action involves a principal amount of €354,878,000 and will be settled at a calculated redemption price of €358,619,289.16. This redemption price includes the principal amount plus accrued and unpaid interest up to the redemption date. The redemption is being executed in accordance with the terms of the indenture governing these notes, and the exact calculation of the redemption price considers market conditions and contractual provisions. Investors holding these notes should anticipate receiving their principal plus accrued interest on the specified redemption date.

May 22, 2026 8-K

FedEx 8-K Report, Executive Changes (May 18, 2026)

FedEx Corporation (FDX) has announced a change in its Chief Accounting Officer role through an 8-K filing dated May 18, 2026. Guy M. Erwin II, the current Corporate Vice President and Chief Accounting Officer, will be resigning from his position effective May 31, 2026, to assume a new role as Senior Vice President – Chief Accounting Officer at FedEx Freight Holding Company, Inc. Importantly, FedEx has stated that Mr. Erwin's departure is not due to any disagreements concerning financial controls, statements, operations, policies, or practices. In light of this transition, the Board of Directors has appointed Claude F. Russ, the current Enterprise Vice President, Finance, and recently named Interim Chief Financial Officer, to serve as the Interim Chief Accounting Officer. This appointment is effective June 1, 2026, and will last until a permanent successor for Mr. Erwin is appointed. Mr. Russ brings extensive experience within FedEx, having held various senior finance and leadership roles across different divisions of the company.

May 18, 2026 8-K

FedEx 8-K Report, Corporate Update (May 13, 2026)

FedEx Corporation (FDX) has announced the final terms for the spin-off of its FedEx Freight LTL business. The SEC declared FedEx Freight Holding Company's Form 10 effective on May 11, 2026, and the FedEx Board approved a pro rata distribution of 80.1% of FedEx Freight common stock to FDX holders of record as of May 15, 2026, at a ratio of one FDXF share for every two FDX shares. The separation is scheduled to take effect June 1, 2026, with FedEx Freight trading on the NYSE under "FDXF." FedEx will keep the remaining 19.9% and intends to dispose of it within 24 months, either through debt-for-equity exchanges with creditors or through exchange offers and distributions to FedEx stockholders. FedEx Freight is paying FedEx a cash dividend of approximately $4.1 billion, funded by a $3.7 billion senior notes offering completed in February 2026 and borrowings under a delayed-draw term loan. Per the information statement, FedEx Freight will carry about $4.3 billion of debt at a weighted average rate of 4.79%, plus a $1.2 billion undrawn revolver. FedEx Freight reported $8.9 billion of revenue and $1.4 billion of operating income in fiscal 2025, a 15.8% operating margin. Its nine-month fiscal 2026 operating margin was 5.6%, down from 6.1% a year earlier, which investors should weigh against the fiscal 2025 figures. The filing also notes that FedEx Freight will assume certain pension obligations and that the spin-off is tax-free under a private letter ruling, with a Skadden opinion as a closing condition that FedEx does not currently intend to waive. FedEx is also redeeming all €354.9 million of its 1.300% notes due 2031 on May 28, 2026, at the greater of par or a make-whole price. FedEx shareholders need take no action, and trading in FDX will split into regular-way, ex-distribution, and when-issued markets from May 27 through May 29, 2026. Investors should expect FDX to trade ex-distribution with a lower price reflecting the removed FedEx Freight value, and the filing states no assurance that combined post-spin value will match pre-spin FDX value.

May 13, 2026 8-K/A

FedEx 8-K/A Report, Executive Changes (May 8, 2026)

This 8-K filing from FedEx Corporation (FDX) announces the departure of Executive Vice President and Chief Financial Officer, John W. Dietrich, effective June 1, 2026, with his last day of employment on July 31, 2026. The company has entered into a separation and release agreement with Mr. Dietrich, outlining the terms of his departure. This transition marks a significant change in the company's financial leadership, and investors should note the details of the separation package and its implications for executive compensation and corporate governance. The agreement includes a cash payment of approximately $2.2 million, equivalent to one year's base salary and target bonus, contingent upon adherence to confidentiality and non-compete clauses. Mr. Dietrich will also receive other benefits, including reimbursement for transition services and tax preparation costs. He will continue to receive his salary through his separation date and will be eligible for prorated payouts under various incentive compensation plans, with vesting and exercise rights for equity awards governed by the company's stock incentive plan. The terms of this separation appear consistent with FedEx's established severance benefit policies.

May 8, 2026 8-K

FedEx 8-K Report, Executive Changes (Apr 13, 2026)

FedEx Corporation has announced a significant change in its senior leadership, with Executive Vice President and Chief Financial Officer John W. Dietrich stepping down from his CFO role on June 1, 2026, and departing the company entirely on July 31, 2026. The company has stated that Mr. Dietrich's departure is amicable and not due to any disagreements concerning financial controls, statements, operations, policies, or practices. A separation and release agreement is anticipated, with further details to be filed in an amendment to this 8-K. In response to this transition, the Board of Directors has appointed Claude F. Russ, currently Enterprise Vice President, Finance, as Interim Chief Financial Officer, effective June 1, 2026. Mr. Russ will maintain his existing responsibilities while serving in this interim capacity. FedEx will undertake both internal and external searches to identify a permanent successor for the CFO position.

Apr 13, 2026 8-K

FedEx 8-K Report, Financial Results (Mar 19, 2026)

FedEx reported fiscal Q3 2026 (quarter ended February 28, 2026) results that beat on profitability and raised its full-year fiscal 2026 outlook. Revenue rose 8% year over year to $24.0 billion, and GAAP operating income grew 4% to $1.35 billion (5.6% margin), while adjusted operating income rose to $1.62 billion (6.7% margin). GAAP diluted EPS was $4.41 versus $3.76 a year earlier, and adjusted EPS was $5.25 versus $4.51. GAAP net income includes a $99 million ($0.41 per share) tax benefit from recognizing certain foreign tax loss carryforwards. Federal Express segment operating income rose 21% to $1.57 billion, driven by higher U.S. domestic and International Priority yields, transformation savings, and higher U.S. domestic volume, partly offset by wage rates, trade policy effects, purchased transportation costs, and MD-11 groundings. FedEx Freight operating income fell sharply to $8 million from $261 million on spin-off costs, lower shipments, and wage inflation. The company raised its fiscal 2026 outlook. Revenue growth is now expected at 6.0% to 6.5% (previously 5% to 6%), and adjusted EPS before pension mark-to-market (MTM) adjustments is $16.05 to $16.85 (previously $14.80 to $16.00). Excluding spin-off, business optimization, fiscal year change, and an international regulatory matter, EPS guidance is $19.30 to $20.10 (previously $17.80 to $19.00). Transformation-related permanent savings now exceed $1 billion, capital spending was cut to no more than $4.1 billion from $4.5 billion, and the ETR outlook improved to about 24%. Management cannot forecast MTM pension adjustments, so no GAAP EPS or ETR guidance is provided, and those adjustments could be material. The key structural event is the planned spin-off of FedEx Freight on June 1, 2026. FedEx Freight issued $3.7 billion of senior notes on February 5, 2026, with proceeds to be distributed to FedEx as part of the consideration for the asset contribution, and it will hold an Investor Day on April 8, 2026. Separately, FedEx, with Advent International, A&R Investments and PPF Group, agreed to a conditional all-cash offer to take InPost private at €15.60 per share, expected to close in the second half of 2026 and be accretive to FedEx earnings in the first year. The fiscal year-end change from May 31 to December 31 also takes effect June 1, 2026. Nine-month operating cash flow was $5.66 billion, up from $4.52 billion, and capital expenditures were $2.34 billion. Share repurchases were $796 million, versus $2.52 billion in the prior-year period.

Mar 19, 2026 8-K

FedEx 8-K Report, Executive Changes (Mar 12, 2026)

FedEx Corporation (FDX) has filed an 8-K report detailing amendments to its FY25–FY27 and FY26–FY28 Long-Term Incentive (LTI) Plans, effective March 9, 2026. These changes are primarily driven by two significant corporate events: the planned spin-off of FedEx Freight, expected on June 1, 2026, and the shift in FedEx's fiscal year-end from May 31 to December 31, effective June 1, 2026. The amendments adjust how performance is measured for these LTI plans to account for these upcoming changes. Specifically, the company will measure actual performance for each LTI plan through the end of the current fiscal year, FY26 (ending May 31, 2026), using the original performance goals. For the remaining periods of these plans, target performance will be assumed. The final payouts will then be calculated using a weighted average of the actual FY26 performance and the assumed target performance for the subsequent periods. This approach aims to provide a fair compensation structure amidst significant operational and structural changes within the company.

Mar 12, 2026 8-K

Financial EventsOther EventsExhibits & Filings

FedEx 8-K Report, Corporate Update (Feb 9, 2026)

FedEx Corporation has announced a significant strategic move by entering into a conditional agreement for an all-cash public offer to acquire InPost S.A. The intended offer price of €15.60 per share values FedEx's investment at approximately $2.6 billion. This acquisition, subject to regulatory approvals and other closing conditions, positions FedEx to enhance its market presence and operational capabilities. Upon completion, FedEx will hold a 37% stake in InPost, with the remainder distributed among consortium partners Advent, A&R Investments, and PPF Group. InPost is expected to continue operating as a standalone entity, with FedEx and InPost planning to establish arm's length commercial agreements to leverage their complementary strengths. This transaction represents a substantial capital outlay for FedEx, to be funded through existing cash, liquidity sources, or a combination thereof, signaling a commitment to strategic growth in the logistics sector.

Feb 9, 2026 8-K

FedEx 8-K Report, Financial Obligation (Feb 5, 2026)

FedEx Corporation's subsidiary, FedEx Freight Holding Company, Inc., has successfully issued $4.7 billion in aggregate principal amount of senior notes across four tranches with varying maturities and interest rates. These notes, due in 2029, 2031, 2033, and 2036, carry coupon rates ranging from 4.300% to 5.250% and were offered to qualified institutional buyers and non-U.S. persons. The proceeds from this issuance are likely intended to support FedEx's strategic initiatives, including the planned spin-off of its freight business. Notably, FedEx Corporation and FedEx Freight, Inc. initially provided senior unsecured guarantees for these notes. However, FedEx Corporation's guarantee will be released upon the completion of the spin-off transaction, which involves distributing at least 80.1% of the Issuer's common stock to FedEx's stockholders. Post-spin-off, FedEx Custom Critical, Inc. will provide a guarantee. This debt issuance and the ongoing spin-off plan indicate significant corporate restructuring and capital management activities by FedEx.

Feb 5, 2026 8-K

Leadership ChangesFinancial EventsExhibits & Filings

FedEx 8-K Report, Exit or Disposal Costs (Jan 29, 2026)

FedEx Corp. (FDX) filed an 8-K on January 29, 2026 disclosing two items: a restructuring charge tied to its French subsidiary, FedEx Express FR (FedEx France), and a senior leadership appointment at Federal Express Corporation (FEC). Under Item 2.05, FedEx France announced a transformation program on January 23, 2026 to modernize and simplify its domestic French operations. The plan could eliminate up to 500 operational positions, change work locations and schedules for up to 800 team members, and reduce the station footprint from 103 to 86. Management estimates pre-tax costs of $175 million to $275 million, substantially all cash, to be recognized through fiscal 2028 as business optimization costs, net of payments. The program is subject to local works council consultation, so the final amount and timing could differ. The program is framed as a competitiveness investment rather than a pure cost cut. FedEx says it will invest up to EUR 78 million in facilities and scanning technology, plans to create more than 770 new full-time and part-time operations roles with priority for affected employees, and will leave the Charles de Gaulle international air hub unchanged. For investors, the key uncertainties are the timing and size of the charges, the savings the company expects to realize, and whether the French domestic parcel business can improve margins in a cost-pressured market. Under Item 5.02, FedEx announced that Scott L. Ray will become Chief Operating Officer, United States and Canada, of FEC, effective June 1, 2026, after serving as COO-elect from February 1, 2026. John A. Smith, the current COO, will leave that role on May 31, 2026 to become president and CEO of FedEx Freight, which is expected to be spun off on June 1, 2026. The leadership transition coincides with the planned spin-off, so it is a notable governance event for shareholders to monitor.

Jan 29, 2026 8-K

Leadership ChangesMaterial AgreementsFinancial Events+1

FedEx 8-K Report, Material Agreement (Jan 16, 2026)

FedEx Corporation (FDX) has filed an 8-K report detailing material definitive agreements related to its planned spin-off of FedEx Freight Holding Company, Inc. ("FedEx Freight"). The company has entered into two credit facilities for FedEx Freight: a five-year, $1.2 billion revolving credit facility and a three-year, $600 million delayed draw term loan facility. These facilities are critical for funding the spin-off, providing working capital, and covering associated expenses for the newly independent FedEx Freight entity.

Jan 16, 2026 8-K

Leadership ChangesShareholder MattersOther Events+1

FedEx 8-K Report, Financial Results (Dec 18, 2025)

FedEx (FDX) reported second-quarter fiscal 2026 results for the quarter ended November 30, 2025, with revenue of $23.5 billion, up 7% year over year, and GAAP diluted EPS of $4.04, up 33% from $3.03. Adjusted EPS was $4.82 versus $4.05 a year earlier, excluding FedEx Freight spin-off costs ($0.72 per share), business optimization costs, fiscal year change costs, and a benefit from an international regulatory matter. Growth was led by the Federal Express segment, where operating income rose 47% to $1.55 billion on higher U.S. domestic and International Priority yields, structural cost savings, and higher U.S. domestic volume. The FedEx Freight segment weakened, with operating income down 71% to $90 million as shipments fell, wage costs rose, and LTL sales hiring ramped ahead of the separation. Management raised its fiscal 2026 revenue growth outlook to 5% to 6% and its adjusted EPS outlook (before mark-to-market pension adjustments) to $14.80 to $16.00, from $14.20 to $16.00, and cut its pension contribution forecast to $275 million from up to $400 million. The company reaffirmed $1 billion in permanent cost reductions, a roughly 25% effective tax rate before MTM adjustments, and $4.5 billion in capital spending. It cannot forecast GAAP EPS or the tax rate because of pension mark-to-market uncertainty, which could be material. The FedEx Freight spin-off remains on track for June 1, 2026, with the new company trading on the NYSE as FDXF and holding an Investor Day on April 8, 2026. The company also completed $276 million in share repurchases during the quarter, has $1.3 billion remaining on its authorization, and ended the quarter with $6.6 billion in cash. Investors should note the continued drag from Freight, the MD11 grounding, and the fiscal year-end change to December 31 effective June 1, 2026.

Dec 18, 2025 8-K

Material Agreements

FedEx 8-K Report, Material Agreement (Nov 6, 2025)

FedEx Corporation (FDX) has filed an 8-K report detailing amendments to its existing credit agreements. These amendments are primarily in anticipation of the planned spin-off of FedEx Freight, Inc. into a new publicly traded company, Freight SpinCo, expected by June 2026. Key changes include the release of FedEx Freight from its guarantees under the credit agreements upon completion of the spin-off and adjustments to financial covenants to accommodate debt and expenses related to the transaction. These adjustments exclude certain debt incurred by Freight SpinCo and transaction-related costs and synergies (up to $600 million) from the calculation of the debt-to-adjusted EBITDA ratio, providing greater flexibility during the spin-off process. Furthermore, FedEx has secured extended commitment termination dates for its three-year and five-year credit facilities, pushing them to March 2028 and March 2030, respectively, with options for further one-year extensions. The company also modified certain interest rate components. These amendments aim to provide financial flexibility and support the strategic separation of FedEx Freight while ensuring continued access to credit for FedEx's core operations.

Nov 6, 2025 8-K

FedEx 8-K Report, Executive Changes (Oct 2, 2025)

FedEx (FDX) filed an 8-K on October 2, 2025 covering three areas: a new fiscal 2026 annual cash incentive (AIC) plan, a one-time performance stock unit (PSU) grant for executives, and the results of its September 29, 2025 annual meeting. The company had deferred setting an FY26 bonus plan because of economic and business uncertainty at the start of fiscal 2026. The new AIC plan weights adjusted consolidated operating income at 50%, incremental structural cost reduction benefits from DRIVE and Network 2.0 at 25%, and on-time service performance at 25%. Payouts are capped at 125% of target for executives, and CEO Rajesh Subramaniam carries a 200% target payout as a percentage of base salary. The PSU grant vests on December 31, 2028 and pays out based on the improvement in fiscal 2028 adjusted consolidated operating margin (excluding FedEx Freight, where applicable) relative to fiscal 2025. Payouts range from 25% at a 100 basis point improvement to 150% at 400 basis points or more. The CEO's PSU target value is $2.79 million, and each of three other named executive officers receives $825,000. Forfeiture applies if employment ends before the end of fiscal 2028, which ties executive pay closely to margin recovery and cost execution. Shareholders approved an additional 2.1 million shares for the 2019 Omnibus Stock Incentive Plan, of which 2.0 million may be full-value awards. Say-on-pay received only 63.3% support, a notably weak result that signals investor dissatisfaction with executive pay. A stockholder proposal for an independent board chair failed with 42.5% support. The filing also disclosed an unchanged $140,000 outside director retainer alongside modest committee fee increases.

Oct 2, 2025 8-K

FedEx 8-K Report, Financial Results (Sep 18, 2025)

FedEx (FDX) reported fiscal first-quarter 2026 results (quarter ended August 31, 2025) showing modest year-over-year improvement. Revenue rose 3% to $22.2 billion, with GAAP operating income up 10% to $1.19 billion and GAAP diluted EPS up 8% to $3.46 from $3.21. Adjusted diluted EPS, excluding business optimization, FedEx Freight spin-off, and fiscal year change costs, was $3.83 versus $3.60 a year earlier. Federal Express segment operating income grew 19% to $1.14 billion, driven by higher U.S. domestic and international priority yields, transformation savings, and U.S. domestic volume, partially offset by wage inflation, the expiration of the USPS contract, and weaker international export demand. FedEx Freight operating income fell 18% on lower revenue and higher wage rates, and the segment's margin compressed to 16.0% from 18.8%. Management initiated fiscal 2026 guidance calling for 4% to 6% revenue growth and adjusted EPS of $14.20 to $16.00 before pension mark-to-market adjustments, or $17.20 to $19.00 after excluding certain one-time costs. The company reaffirmed $1 billion in permanent cost reductions and $4.5 billion in capital spending, and lowered its pension contribution forecast to up to $400 million from up to $600 million. FedEx did not provide a GAAP EPS or effective tax rate outlook because it cannot forecast pension mark-to-market adjustments, which it says could be material. The company repurchased $500 million of stock during the quarter, retains $1.6 billion under its authorization, and ended the quarter with $6.2 billion in cash. The FedEx Freight spin-off, expected by June 2026 and to trade as FDXF on the NYSE, remains on track. The company has submitted a confidential Form 10 and a private letter ruling request to the IRS. Investors should also note the planned change in fiscal year-end from May 31 to December 31, effective June 1, 2026, and the average 5.9% parcel and LTL rate increase effective January 5, 2026.

Sep 18, 2025 8-K/A

FedEx 8-K/A Report, Executive Changes (Aug 12, 2025)

FedEx Corporation (FDX) has filed an 8-K/A amendment to report on the separation of Sriram Krishnasamy, formerly Executive Vice President — Chief Digital and Information Officer and Chief Transformation Officer. The departure was mutually agreed upon following the successful completion of key initiatives, including achieving the $4 billion DRIVE structural cost reduction target and establishing foundations for digital transformation with FedEx Dataworks. Mr. Krishnasamy will serve as an Executive Advisor to assist with the transition until his final day on October 31, 2025, or an earlier mutually agreed date. In connection with his separation, Mr. Krishnasamy will receive a cash payment of $3,272,711, representing 24 months of base pay plus 150% of his fiscal 2025 annual incentive target. His base salary will continue through the separation date. Importantly, he will not receive future incentive plan payments but will benefit from accelerated vesting of his outstanding equity awards. The agreement includes standard provisions such as confidentiality, non-compete, non-solicitation, and mutual non-disparagement, and any breach by Mr. Krishnasamy could lead to repayment obligations.

Aug 12, 2025 8-K

FedEx 8-K Report, Corporate Update (Jul 30, 2025)

FedEx Corporation (FDX) has filed a Current Report (8-K) on July 30, 2025, to disclose the issuance of new debt. Specifically, the company has raised €500,000,000 in aggregate principal amount of 3.500% Notes due 2032 and €350,000,000 in aggregate principal amount of 4.125% Notes due 2037. This issuance is being incorporated by reference into an existing Registration Statement on Form S-3, indicating that these notes are part of the company's established debt registration program. Investors should note that this filing primarily concerns financing activities and does not appear to involve any significant operational updates or changes in financial performance for the reporting period.

Jul 30, 2025 8-K

FedEx 8-K Report, Corporate Update (Jul 24, 2025)

FedEx Corporation (FDX) has filed a Current Report on Form 8-K to disclose a significant debt financing event. The company, along with several wholly owned subsidiaries, has entered into an underwriting agreement to issue and sell a total of €850,000,000 in aggregate principal amount of senior notes across two tranches: €500,000,000 of 3.500% Notes due 2032 and €350,000,000 of 4.125% Notes due 2037. This issuance is intended to supplement its capital structure and is being incorporated by reference into its existing SEC registration statement on Form S-3. Investors should note that this filing primarily concerns the debt issuance itself, and does not include updated financial performance figures or operational disclosures beyond the transaction details. The underwriters for this offering include prominent financial institutions such as BNP PARIBAS, Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc.

Jul 24, 2025 8-K

FedEx 8-K Report, Executive Changes (Jul 17, 2025)

FedEx Corporation (FDX) has announced a significant executive transition, with Sriram Krishnasamy stepping down from his roles as Executive Vice President — Chief Digital and Information Officer and Chief Transformation Officer, effective July 17, 2025. This move represents a notable change in leadership for key strategic functions within the company. While Mr. Krishnasamy will depart from his officer positions, he will remain with FedEx as an Executive Advisor until October 31, 2025, or an earlier mutually agreed-upon date, to ensure a smooth handover of his responsibilities and provide continued support.

Jul 17, 2025 8-K

FedEx 8-K Report, Financial Results (Jun 24, 2025)

FedEx (FDX) reported fiscal fourth-quarter 2025 results (quarter ended May 31, 2025) with GAAP diluted EPS of $6.88 and adjusted diluted EPS of $6.07, versus $5.94 GAAP and $5.41 adjusted a year earlier. Revenue was $22.2 billion, up about 1% year over year, while adjusted operating margin improved to 9.1% from 8.5%, supported by the company achieving its $2.2 billion DRIVE structural cost reduction target for fiscal 2025. Results were helped by higher Federal Express volume and higher base yields at each transportation segment, partly offset by higher purchased transportation and wage costs, one fewer operating day, and the expiration of the USPS contract. Much of the GAAP-to-adjusted gap came from a large non-cash mark-to-market pension adjustment (a $1.63 per-share benefit in Q4), which flatters GAAP results and is excluded from the adjusted figures. For full fiscal 2025, GAAP diluted EPS was $16.81 versus adjusted EPS of $18.19, with revenue of $87.9 billion (flat year over year) and adjusted operating margin of 7.0% versus 7.1% a year earlier. Capital spending fell 22% to $4.1 billion, or 4.6% of revenue, the lowest level in company history. FedEx returned about $4.3 billion to shareholders through $3.0 billion of buybacks and $1.3 billion of dividends, and it plans a 5% dividend increase to $5.80 per share for fiscal 2026. Management guided to fiscal 2026 Q1 GAAP EPS of $2.90 to $3.50 (adjusted $3.40 to $4.00), targets $1 billion of permanent cost reductions from the DRIVE and Network 2.0 programs, and plans $4.5 billion of capital spending. The release also notes the planned tax-free spin-off of FedEx Freight and the passing of founder Frederick W. Smith.

Jun 24, 2025 8-K

FedEx 8-K Report, Corporate Update (Jun 23, 2025)

FedEx Corporation (FDX) has filed an 8-K report announcing the passing of its founder and Executive Chairman, Frederick W. Smith, on June 21, 2025. This significant event marks the end of an era for the global logistics giant, which Mr. Smith led from its inception. The company expressed deep sadness and profound gratitude for his visionary leadership and contributions. In response to this development, the Board of Directors has elected R. Brad Martin as the new Chairman of the Board, effective June 23, 2025. Mr. Martin, who was previously Vice Chairman, will also continue his role as Chairman of the Audit and Finance Committee. The Board size has also been reduced to twelve members. This leadership transition, while under somber circumstances, aims to ensure continuity and stability for FedEx.

Jun 23, 2025 8-K

FedEx 8-K Report, Executive Changes (May 12, 2025)

FedEx Corporation (FDX) announced a change in its Board of Directors, effective May 9, 2025. David P. Steiner has resigned from his position on the Board following his appointment as the United States Postmaster General. This development is noted in an 8-K filing made on May 11, 2025, with the event date of May 8, 2025. While this is a significant leadership transition for Mr. Steiner personally, investors should assess the immediate impact on FedEx's governance and strategic direction. The filing does not indicate any immediate financial implications or changes to the company's operational outlook. Investors will likely monitor the board's composition and any subsequent appointments to ensure continued robust oversight.

May 12, 2025 8-K

Financial EventsOther EventsExhibits & Filings

FedEx 8-K Report, Financial Results (Mar 20, 2025)

FedEx reported fiscal third-quarter 2025 results (quarter ended February 28, 2025) with revenue of $22.2 billion, up 2% year over year. GAAP diluted EPS was $3.76, up 7% from $3.51, and adjusted diluted EPS was $4.51 versus $3.86 a year earlier. GAAP operating income was $1.29 billion (5.8% margin) and adjusted operating income was $1.51 billion (6.8% margin, up from 6.2%). Results were supported by DRIVE cost reductions, higher base yield, and stronger Federal Express volume, though the quarter also absorbed a compressed Peak season, severe weather, and the expiration of the USPS contract. The quarter included a $46 million net tax benefit ($0.19 per share), and a $0.12 per-share lift from share count reduction. The key investor takeaway is the cut to full-year fiscal 2025 guidance. Adjusted diluted EPS was lowered to $18.00 to $18.60 from $19.00 to $20.00, and EPS before MTM retirement plan adjustments was lowered to $15.15 to $15.75 from $16.45 to $17.45. Management cited continued weakness in U.S. industrial demand affecting business-to-business shipments. Revenue is now expected to be flat to slightly down, and capital spending was reduced to $4.9 billion from $5.2 billion. Management reaffirmed $2.2 billion in permanent DRIVE cost reductions and an approximately 24.0% effective tax rate before MTM adjustments. GAAP EPS guidance was not provided because the MTM retirement plan adjustments cannot be forecast. Capital allocation and corporate structure also matter. FedEx completed its $2.5 billion fiscal 2025 buyback, with $2.6 billion remaining under its 2024 authorization, and ended the quarter with $5.1 billion in cash. The planned tax-free spin-off of FedEx Freight is progressing, with associated costs excluded from adjusted results. FedEx Freight's operating income fell 23% and its margin contracted to 12.5% from 15.5%, reflecting lower fuel surcharges, lower weight per shipment, and fewer shipments.

Mar 20, 2025 8-K

FedEx 8-K Report, Financial Obligation (Feb 26, 2025)

On February 26, 2025, FedEx completed its previously announced exchange offers and consent solicitations for a large group of its senior notes, issuing new USD and Euro notes in exchange for tendered existing notes. The exchanges were undertaken in connection with the planned Separation of FedEx Freight into a publicly traded company. Holders of most series (all except the 1.300% Notes due 2031) consented to amendments that will release FedEx Freight, Inc.'s guarantee automatically once it ceases to be a FedEx subsidiary in the Separation. The Separation itself is not conditioned on the exchange, and the exchange was not conditioned on the Separation. The new notes carry the same coupons, maturities, and redemption terms as the old notes, with the exception of a SIFMA-based make-whole methodology for USD notes and the ability to issue conditional redemption notices. The new notes are general unsecured senior obligations, ranking equally with FedEx's other unsubordinated debt, and remain fully guaranteed by the subsidiary guarantors. Total principal tendered and accepted was roughly $10.7 billion in USD notes and €939.7 million in Euro notes, and the aggregate principal balance of the notes does not change because the exchange is a like-for-like swap. Investors should note that the exchange itself does not add net new debt, though the release of FedEx Freight's guarantee changes the credit support structure of the group. For investors, the key takeaways are the reshaping of FedEx's guarantor structure ahead of the Freight Separation and the confirmation that the bondholder base has largely accepted the amendments. The new notes were not registered under the Securities Act, and FedEx agreed to commercially reasonable efforts to file an exchange registration statement, with additional interest payable if that is not completed within 365 days.

Feb 26, 2025 8-K

Corporate ChangesExhibits & Filings

FedEx 8-K Report, Corporate Update (Feb 7, 2025)

FedEx Corporation (FDX) filed an 8-K on February 7, 2025 announcing that it extended the expiration date of its exchange offers and consent solicitations for a broad set of senior notes from February 6, 2025 to February 21, 2025 (5:00 p.m. New York City time). The exchange offers and consents are tied to the proposed separation of FedEx Freight into a new publicly traded company. The Proposed Amendments would release the guarantee of FedEx Freight, Inc. automatically when it ceases to be a FedEx subsidiary in connection with the Separation. The filing states that the Separation is not conditioned on the completion of the exchange offers or consent solicitations, and vice versa. As of the prior expiration date, FedEx had received the requisite consents to adopt the amendments for 19 series of notes, which it labels the Majority Existing Notes, covering both U.S. dollar and euro-denominated issues. Consents had not yet reached the required threshold for three series, labeled the Non-Majority Existing Notes: the 4.200% notes due 2028, the 4.250% notes due 2030, and the 1.300% euro notes due 2031. Tender levels for those three series ranged from roughly 29% to 48% of principal outstanding, so they remain the open question for the amendments. FedEx also amended terms for four series (3.875% due 2042, 4.050% due 2048, 4.950% due 2048 and 5.250% due 2050). Holders who tender these notes after the prior expiration date will receive the New Notes exchange consideration but no longer the cash early participation payment. Holders of the Non-Majority series who tender in the extended window keep the full total consideration, including the cash payment. The New Notes are unregistered under the Securities Act and are offered only to eligible holders. For investors, the filing is primarily a debt-management and separation-preparation disclosure rather than an earnings or operating update.

Feb 7, 2025 8-K

FedEx 8-K Report, Bylaw Amendment (Jan 30, 2025)

FedEx Corporation (FDX) announced a significant change to its fiscal year end, shifting it from May 31 to December 31, effective June 1, 2026. This move will result in a transition period from June 1, 2026, to December 31, 2026, for which FedEx will file a Form 10-K. This aligns the company's fiscal reporting with the calendar year, potentially simplifying comparisons with industry peers and other calendar-year-based entities. Investors should note that this change does not impact current reporting cycles, with the fiscal year 2026 report still covering the period up to May 31, 2026. The transition period reporting will provide a seven-month view, and the company will also provide discrete one-month financial information for June 2026 and June 2025 within its third-quarter calendar 2026 report. This strategic alignment aims to enhance financial reporting clarity and comparability moving forward.

Jan 30, 2025 8-K

FedEx 8-K Report, Corporate Update (Jan 23, 2025)

On January 23, 2025, FedEx announced the early participation results of its exchange offers and consent solicitations for a broad set of senior notes, tied to the proposed separation of FedEx Freight into a new publicly traded company. The offers exchange existing notes for new notes with substantially identical terms, and the consent solicitations seek to amend the indentures so that FedEx Freight's guarantee is automatically released when it ceases to be a FedEx subsidiary. Consents were received for 15 series of "Majority Existing Notes" (roughly 51% to 69% tendered), which means the amendments will be adopted for those series. Consents were not reached for the remaining seven series of "Non-Majority Existing Notes" (roughly 27% to 51% tendered). For eligible holders who tender after the January 22, 2025 early participation date but before the February 6, 2025 expiration, FedEx extended more favorable terms. Majority Note holders receive full exchange consideration of $1,000 principal in new notes but forgo the cash early participation payment. Non-Majority Note holders receive the full total consideration, including the $2.50 (or EUR 2.50) cash payment. Holders who tendered by the early date receive $970 of new notes plus a $30 early participation payment, with the cash component paid at settlement. The exchange is not conditioned on the separation, and the separation is not conditioned on the exchange, so investors should treat the two as separate events. The filing notes that the amendments do not change how proceeds are applied when a 10% subsidiary guarantor is released. For investors, the key takeaway is that this is a balance-sheet and capital-structure housekeeping event rather than a change in operating performance. It clarifies that FedEx is preparing to separate FedEx Freight and is moving its debt structure to accommodate that release. The low tender rates on several non-majority series, particularly the 2030 and 2048 notes, indicate that a meaningful portion of holders have not yet agreed to the changes, which may keep some legacy debt outstanding alongside the new notes.

Jan 23, 2025 8-K

FedEx 8-K Report, Corporate Update (Jan 7, 2025)

On January 7, 2025, FedEx (FDX) filed an 8-K announcing the commencement of exchange offers and consent solicitations for roughly two dozen series of its senior notes, in connection with its previously disclosed plan to fully separate FedEx Freight through the capital markets as a new publicly traded company. Holders of USD and EUR notes are offered $970 (or €970) of new notes per $1,000 (or €1,000) tendered, plus an early participation payment of $30 in new notes and $2.50 in cash for tenders made by January 22, 2025. The exchange offers expire February 6, 2025, and the new notes carry the same coupons and maturities as the existing notes. The core purpose of the proposed consent amendments is to release the guarantee of FedEx Freight, Inc. when it ceases to be a FedEx subsidiary. For investors, the most important points are the capital structure and financial policy commitments. FedEx states it does not intend to increase its leverage in connection with the separation, and it says the exchange offers are meant to help both FedEx and FedEx Freight optimize their capital structures after the spin. The separation is intended to be tax-free to FedEx stockholders for U.S. federal income tax purposes and is expected to be completed within 18 months. The separation is not conditioned on the exchange offers, and the exchange offers are not conditioned on the separation. The filing does not disclose financial results or the economic terms of the separation itself. The new notes have not been registered under the Securities Act and are offered only to eligible holders (QIBs and certain non-U.S. persons). Investors should treat this as a structural and balance-sheet event that sets up the separation, with details on valuation, FedEx Freight's standalone financials, and post-spin leverage still to come.

Jan 7, 2025 8-K

Shareholder MattersCorporate ChangesOther Events+1

FedEx 8-K Report, Financial Results (Dec 19, 2024)

FedEx (FDX) reported fiscal Q2 2025 results (quarter ended November 30, 2024) that came in weaker than the prior year on a GAAP basis, with revenue roughly flat at $22.0 billion (down about 1% from $22.2 billion) and GAAP diluted EPS of $3.03, down from $3.55. Adjusted for $326 million of business optimization costs (about $1.02 per share), adjusted diluted EPS was $4.05 versus $3.99 a year earlier, a modest increase. The Federal Express segment's adjusted operating income rose to $1.26 billion from $1.11 billion, aided by DRIVE cost reductions and higher base yields, even as the expiration of the U.S. Postal Service contract and weak domestic package demand weighed on results. FedEx Freight was the main drag, with operating income falling 36% to $312 million on lower shipments and fuel surcharges amid weak U.S. industrial demand. The most significant news for investors is the Board's decision to pursue a full, tax-efficient separation of FedEx Freight through the capital markets, creating a new publicly traded LTL company within roughly 18 months. Alongside this, management cut its fiscal 2025 EPS outlook: adjusted EPS before MTM retirement plan adjustments is now $16.45 to $17.45 (previously $17.90 to $18.90), and $19.00 to $20.00 after excluding business optimization costs (previously $20.00 to $21.00). Revenue is now expected to be roughly flat year over year, versus a prior low-single-digit increase. GAAP EPS guidance is unavailable because of unforecastable pension mark-to-market adjustments, which could be material. Capital returns remain a focus. FedEx repurchased $1 billion of stock during the quarter, which added $0.07 to diluted EPS, and plans $2.5 billion of buybacks for the full year. The company is reaffirming $2.2 billion of permanent DRIVE cost reductions and $5.2 billion of capital spending, and it expects $3.8 billion in total stockholder returns for the year. Cash on hand was $5.0 billion at quarter end, and free cash flow for the six months was thin, with operating cash flow of $2.5 billion against $1.6 billion of capex, while dividends and buybacks totaled roughly $2.7 billion.

Dec 19, 2024 8-K

FedEx 8-K Report, Bylaw Amendment (Sep 24, 2024)

FedEx's annual stockholder meeting on September 23, 2024 approved all management proposals and rejected all stockholder proposals. Stockholders adopted an amendment to the Third Amended and Restated Certificate of Incorporation that permits exculpation from personal liability for certain officers to the extent Delaware law allows. FedEx filed the Certificate of Amendment with the Delaware Secretary of State on September 24, 2024, and it took effect immediately. Stockholders also approved removing the "pass-through voting" provision from the charter of Federal Express Corporation, a subsidiary. The amendment received 72.1% of outstanding shares in favor, which is the threshold relevant to charter changes, and the vote carried. All 14 director nominees were elected, each receiving more votes for than against. Stockholders approved the advisory say-on-pay proposal with 90.6% of voted shares, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending May 31, 2025 with 96.2% of voted shares. Support for the five stockholder proposals was weak. The Just Transition report received 22.3%, a proposal requiring non-binding approval of certain bylaw amendments received 1.7%, and the lobbying alignment report received 20.3%. The filing also includes Exhibit 99.1, which reports that the Board and its Compensation and Human Resources Committee made no changes to outside director pay in their September 2024 annual review. The annual retainer remains $140,000, with the same chairperson and Vice Chairman/Lead Independent Director fees, and new directors elected at the 2024 meeting receive RSUs with a $195,000 target value that vest in one year. For investors, the filing is largely governance housekeeping with no direct financial impact disclosed.

Sep 24, 2024 8-K

FedEx 8-K Report, Financial Results (Sep 19, 2024)

FedEx (FDX) reported first-quarter fiscal 2025 results (quarter ended August 31, 2024) that fell well short of the prior year. GAAP diluted EPS was $3.21, down 24% from $4.23, and adjusted diluted EPS (excluding $128 million of business optimization costs) was $3.60, down from $4.55. Revenue was essentially flat at $21.6 billion (down about 0.5%), while GAAP operating income fell 27% to $1.08 billion and operating margin contracted to 5.0% from 6.8%. Management attributed the weakness to a mix shift away from priority services toward deferred services, constrained yield growth, higher operating expenses, and one fewer operating day, partially offset by structural savings from the DRIVE transformation program. The more consequential news for investors is the revised fiscal 2025 outlook. FedEx now expects only low single-digit revenue growth, versus the prior low-to-mid single-digit forecast. Adjusted EPS guidance was narrowed to $17.90 to $18.90 before MTM retirement plan adjustments and business optimization costs, down from $18.25 to $20.25. Including business optimization costs, the adjusted range is $20.00 to $21.00, which is lower than the prior range of $20.00 to $22.00. The company also said it cannot forecast GAAP EPS or its effective tax rate because of uncertain mark-to-market pension accounting adjustments, which could be material. Management reaffirmed $2.2 billion in DRIVE permanent cost reductions, a roughly 24.5% effective tax rate before MTM adjustments, and $5.2 billion in capital spending. Capital return remains a focus. FedEx completed a $1 billion accelerated share repurchase during the quarter, which added $0.03 to diluted EPS through lower share count, and plans another $1.5 billion of buybacks in fiscal 2025 for a total of $2.5 billion. Management reiterated a plan to return $3.8 billion to shareholders this fiscal year, including dividends. The company ended the quarter with $5.9 billion in cash, and it completed the integration of FedEx Ground and FedEx Services into Federal Express on June 1, 2024, creating a single unified air-ground network.

Sep 19, 2024 8-K

FedEx 8-K Report, Financial Results (Sep 3, 2024)

FedEx's Form 8-K furnishes recast fiscal 2023 and fiscal 2024 results (fiscal years ended May 31) under the new one-FedEx segment structure, following the June 1, 2024 merger of FedEx Ground and FedEx Services into Federal Express. Consolidated totals are unchanged by the recast. Beginning in fiscal 2025, FedEx reports two segments, Federal Express and FedEx Freight, and FedEx Custom Critical moves into the FedEx Freight segment. Investors should read the segment figures as a new baseline rather than as a restatement of prior reported segment performance. On a consolidated basis, fiscal 2024 revenue fell 2.7% to $87.7 billion from $90.2 billion, while operating income rose 13.2% to $5.56 billion and operating margin widened to 6.3% from 5.4%. Net income increased 9.0% to $4.33 billion and diluted EPS rose 11.2% to $17.21. Fuel expense fell about 20%, the main driver of margin gains. Fiscal 2024 results also include large non-recurring items: $582 million of business optimization costs and a $157 million aircraft-retirement impairment, partly offset by a $561 million non-cash pension mark-to-market gain, $57 million of insurance recoveries, and a $54 million state deferred tax remeasurement charge. Net of the items disclosed in the filing, these reduce diluted EPS by roughly $0.60 (our estimate, based on the per-share amounts in the footnotes), implying underlying EPS of about $17.80. At the segment level, Federal Express operating income rose 14.9% to $4.82 billion with a 6.5% margin, while FedEx Freight revenue declined 6.5% to $9.43 billion and operating income fell 6.0% to $1.82 billion, with a 19.3% margin. Capital expenditures dropped 16% to $5.18 billion, and the dividend increased to $5.04 per share from $4.60. The filing is unaudited and furnished rather than filed, so its figures should be checked against the audited Form 10-K.

Sep 3, 2024 8-K

Financial EventsExhibits & Filings

FedEx 8-K Report, Financial Results (Jun 25, 2024)

FedEx (FDX) reported fiscal Q4 and full-year 2024 results (quarter and year ended May 31, 2024) that showed profit growth on lower revenue. Full-year revenue fell 3% to $87.7 billion, while GAAP operating income rose 13% to $5.56 billion and GAAP diluted EPS climbed 11% to $17.21 from $15.48. Adjusted diluted EPS was $17.80, versus $14.96 a year earlier. Management attributed the improvement to DRIVE cost-reduction initiatives, with operating margin expanding for four consecutive quarters despite a challenging revenue environment. Fourth-quarter GAAP diluted EPS was $5.94 versus $6.05 a year earlier, though adjusted EPS rose to $5.41 from $4.94 once one-time items were excluded. The company returned $3.8 billion to stockholders in fiscal 2024 through $2.5 billion of buybacks and $1.3 billion of dividends, and capital spending fell 16% to $5.2 billion. For fiscal 2025, FedEx guided to low-to-mid single-digit revenue growth, adjusted EPS of $18.25 to $20.25 before pension mark-to-market adjustments (or $20.00 to $22.00 after excluding business optimization costs), and $2.2 billion of permanent DRIVE cost savings. The most significant strategic disclosure is that management and the Board are assessing the role of FedEx Freight in the portfolio, with a conclusion targeted by calendar year-end 2024. Because pension mark-to-market adjustments cannot be forecast, FedEx gave no GAAP EPS outlook, so reported fiscal 2025 results could differ materially from the adjusted guidance.

Jun 25, 2024 8-K

FedEx 8-K Report, Exit or Disposal Costs (Jun 12, 2024)

FedEx Corp. (FDX) disclosed through its subsidiary Federal Express Corporation (FEC) that it will reduce its European workforce by roughly 1,700 to 2,000 employees, concentrated in back-office and commercial functions. The move is part of the company's ongoing effort to reduce structural costs and follows the network optimization work it has already undertaken. Management states that customer service is not affected, and some activities will be consolidated into shared service centers in countries better aligned with the company's needs and existing real estate footprint. The company estimates pre-tax cash costs of $250 million to $375 million, comprising severance, legal, and professional fees. These charges are expected to be incurred through fiscal 2026 and will be classified as business optimization expenses, which investors should note may affect reported GAAP results during that period. Management projects annualized savings of $125 million to $175 million beginning in fiscal 2027. The timing and size of both costs and savings depend on country-by-country consultation processes, works council approvals, and negotiated social plans, which could extend over an 18-month window and differ from current estimates. For investors, the announcement is a modest, cost-focused measure relative to FedEx's roughly $88 billion in annual revenue. The savings range is small compared with the company's overall cost base, so the primary investment question is whether the payback (cash outlay of roughly 1.5 to 3 times annual savings) and execution across multiple European jurisdictions will go as planned. The disclosure does not provide new financial guidance beyond these estimates.

Jun 12, 2024 8-K/A

FedEx 8-K/A Report, Executive Changes (Apr 26, 2024)

This 8-K/A filing from FedEx Corp (FDX) on April 26, 2024, primarily concerns a key executive appointment. The Board of Directors has officially appointed Guy M. Erwin II as the Corporate Vice President – Chief Accounting Officer, effective May 1, 2024. This appointment formalizes his role, as he has been serving as the Interim Principal Accounting Officer since October 2023. Mr. Erwin has a long tenure with FedEx, having held various finance and accounting roles since 2001, most recently as Staff Vice President and Corporate Controller. Investors should note that Mr. Erwin's compensation will include a promotional bonus, continued base salary, and eligibility for annual and long-term incentive plans, including stock options and restricted stock awards, aligning with market practices for similarly situated executives. The filing also confirms no reportable related-party transactions or family relationships that would require disclosure under Regulation S-K, indicating a straightforward appointment.

Apr 26, 2024 8-K

FedEx 8-K Report, Corporate Update (Apr 1, 2024)

FedEx Corporation (FDX) announced via an 8-K filing on April 1, 2024, that its wholly-owned subsidiary, Federal Express Corporation, will see its domestic transportation services agreement with the United States Postal Service (USPS) expire on September 29, 2024. Despite extensive discussions, the parties were unable to reach mutually beneficial terms for an extension. FedEx Express will continue to provide services under the existing contract until its expiration date. This development is significant as the USPS has been a notable customer for FedEx Express. While the company will continue services through September, the inability to secure an extension introduces uncertainty regarding future revenue streams. Investors should monitor any updates on potential new agreements or the impact of this contract expiration on FedEx's operational and financial performance, especially considering the company's previous risk factor disclosures highlighting the potential adverse effects of changes in the USPS relationship.

Apr 1, 2024 8-K