FEDEX CORP

FedEx announced the early results and pricing terms of its previously disclosed cash tender offers for various series of its outstanding notes. The company expects to repurchase an aggregate principal amount of $4.86 billion in notes, adhering to an aggregate purchase price cap of $4.15 billion. Notes with Acceptance Priority Levels 1 through 12 will be accepted in full, while 5.100% Notes due 2044 (Level 13) will be accepted on a prorated basis. Due to the offer cap being exceeded, notes with Acceptance Priority Levels 14 through 19 will not be accepted.

FedEx Corporation announced cash tender offers to purchase up to $4.15 billion of its outstanding Notes. This initiative aims to reduce the company's indebtedness and maintain a leverage-neutral financial profile following the recent spin-off of FedEx Freight. The offers are funded by a $4.1 billion cash dividend received from FedEx Freight and existing cash on hand. The early tender deadline is July 9, 2026, with the overall offers expiring on July 24, 2026.

FedEx reported strong fourth quarter and full-year fiscal 2026 results, with significant revenue and earnings growth. The company's adjusted diluted EPS for Q4 rose to $6.31 on $25.0 billion in revenue, while full-year adjusted diluted EPS reached $20.24 on $94.7 billion in revenue. FedEx also announced the successful spin-off of FedEx Freight, which provided a $4.1 billion cash dividend, and introduced a positive Calendar Year 2026 outlook expecting continued growth momentum.

FedEx Corporation announced the election of Mark A. Edmunds to its Board of Directors, effective immediately. Mr. Edmunds will serve as Chair of the Audit and Finance Committee and a member of the Cyber and Technology Oversight Committee. Concurrently, Silvia Davila resigned from the Board due to a change in her principal employment, a move that was not a result of any disagreement with the company.

FedEx Corp. announced the completion of its spin-off of FedEx Freight Holding Company, Inc. on June 1, 2026, establishing FedEx Freight as an independent, publicly traded company on the NYSE under the ticker symbol FDXF. FedEx distributed 80.1% of FedEx Freight's common stock to its shareholders, with each FedEx stockholder receiving one share of FedEx Freight for every two shares of FedEx common stock held. FedEx retained 19.9% of FedEx Freight shares, which it plans to dispose of within 24 months. The separation involved several definitive agreements, including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, and Employee Matters Agreement, to govern the ongoing relationship and facilitate an orderly transition.

FedEx Corporation announced the full redemption of all 354,878,000 outstanding aggregate principal amount of its 1.300% Notes due 2031. The redemption date is set for May 28, 2026. The company later issued a supplemental notice confirming the total redemption price to be 358,619,289.16, which includes 3,741,289.16 in accrued and unpaid interest.

Guy M. Erwin II, Corporate Vice President and Chief Accounting Officer of FedEx, is resigning effective May 31, 2026, to join FedEx Freight Holding Company, Inc. as Senior Vice President – Chief Accounting Officer. His departure is not the result of any disagreement with the company. The Board of Directors has appointed Claude F. Russ, who is currently Enterprise Vice President, Finance, as Interim Chief Accounting Officer, effective June 1, 2026. Mr. Russ was also recently named Interim Chief Financial Officer, effective the same date.

FedEx announced that its Board of Directors has approved the spin-off of FedEx Freight, with the U.S. SEC declaring the Registration Statement on Form 10 effective. FedEx will distribute 80.1% of FedEx Freight's outstanding common stock to its stockholders, who will receive one FedEx Freight share for every two FedEx shares held as of the May 15, 2026 record date. FedEx Freight common stock is expected to begin trading on the NYSE under the symbol "FDXF" on June 1, 2026. In connection with the separation, FedEx Freight will pay a $4.1 billion cash dividend to FedEx, and FedEx plans to redeem €354.88 million of its 1.300% notes due 2031.

FedEx Corporation announced the details of the separation agreement with John W. Dietrich, who will step down as Executive Vice President and Chief Financial Officer on June 1, 2026, with his last day of employment being July 31, 2026. The agreement, entered into on May 7, 2026, includes a cash payment of $2,209,276, covering his base salary and target bonus. Additionally, FedEx will provide transition services and reimburse 2026 income tax preparation costs. The agreement also contains confidentiality, non-compete, and mutual non-disparagement provisions, alongside a general release of claims.

FedEx Corporation announced that John W. Dietrich will resign as Executive Vice President and Chief Financial Officer, effective June 1, 2026, and will leave the company on July 31, 2026. His departure is not due to any disagreements regarding the company's financial matters. Claude F. Russ, currently Enterprise Vice President, Finance, has been appointed Interim Chief Financial Officer, also effective June 1, 2026, while the company searches for a permanent successor.