8-KFinancial EventsOther EventsExhibits & Filings

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

Filed February 5, 2026For Securities:FDX

Summary

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.

Key Highlights

  • 1FedEx Freight Holding Company, Inc. issued $4.7 billion in senior notes across four series with maturities in 2029, 2031, 2033, and 2036.
  • 2Interest rates for the notes range from 4.300% (2029 notes) to 5.250% (2036 notes), with semi-annual interest payments.
  • 3The debt offering was conducted under Rule 144A and Regulation S, targeting qualified institutional buyers and non-U.S. persons.
  • 4FedEx Corporation and FedEx Freight, Inc. initially guaranteed the notes on a senior unsecured basis.
  • 5FedEx Corporation's guarantee will be released upon the completion of the planned spin-off of FedEx Freight Holding Company.
  • 6Post-spin-off, FedEx Custom Critical, Inc. will provide a guarantee for the notes.
  • 7The issuance and spin-off signal substantial corporate restructuring and financing activities by FedEx.

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