FedEx Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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cash tender offers (each, an “Offer” and collectively, the “Offers”) for its validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”).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The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on July 9, 2026 (the “Early Tender Time”).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York City time, on July 9, 2026, and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.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.
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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). |
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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 | ||
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