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# FedEx Corporation (FDX) - Material Events, Fiscal 2026 and Subsequent Events Coverage: Form 8-K and 8-K/A filings from June 2025 through September 29, 2026, plus facts from the Form 10-K for the fiscal year ended May 31, 2026 (accession 0001048911-26-000105, filed July 20, 2026) where a later event is recorded there. Fiscal 2026 ran June 1, 2025 to May 31, 2026. ## Filings that contain financial statements Each earnings-release 8-K below furnishes Exhibit 99.1 with condensed consolidated statements (income statement, condensed balance sheet and condensed cash flow statement) plus segment results and GAAP to non-GAAP reconciliations. These are unaudited press-release statements, not full quarterly or annual filings. - Accession 0001048911-25-000005 (filed June 24, 2025): fourth quarter and fiscal year ended May 31, 2025. - Accession 0001048911-25-000042 (filed September 18, 2025): first quarter of fiscal 2026, ended August 31, 2025. - Accession 0001048911-25-000076 (filed December 18, 2025): second quarter of fiscal 2026, ended November 30, 2025. - Accession 0001048911-26-000010 (filed March 19, 2026): third quarter of fiscal 2026, ended February 28, 2026. - Accession 0001048911-26-000050 (filed June 23, 2026): fourth quarter and fiscal year ended May 31, 2026. - Accession 0001048911-26-000108 (filed July 21, 2026): unaudited supplemental history recast to a calendar-year basis (years ended December 31, 2025 and 2024 and each calendar quarter of those years), with FedEx Freight shown as discontinued operations and new segments (Express U.S. Domestic, Express International). It holds a balance sheet at December 31, 2025 and 2024, income statements, quarterly income statements and segment tables. This is a different basis from the Form 10-K and Form 10-Q and should not be mixed with them. - Accession 0001104659-26-060233 (filed May 13, 2026): Exhibit 99.1 is the information statement of FedEx Freight Holding Company, Inc.; its financial statements are those of the FedEx Freight business, not of FedEx Corporation. ## Headline arc Fiscal 2026 was dominated by the separation of FedEx Freight (completed June 1, 2026), a change of fiscal year end to December 31, a series of raised full-year outlooks, and a post-year-end rebalancing of debt and share repurchases. A $1.4 billion sale of FedEx Supply Chain was announced July 1, 2026 and had not closed as of the latest filing; the InPost consortium offer remained conditional as of the Form 10-K. ## Earnings releases and guidance - **June 24, 2025 (0001048911-25-000005), fiscal 2025 results.** Fourth quarter revenue $22.2 billion, GAAP diluted EPS $6.88 (adjusted $6.07); full year revenue $87.9 billion, GAAP diluted EPS $16.81 (adjusted $18.19). The company reported achieving its $2.2 billion fiscal 2025 DRIVE structural cost reduction target and set a goal of $1 billion of transformation-related savings in fiscal 2026. The release forecast fiscal 2026 permanent cost reductions of $1 billion, pension contributions of up to $600 million, and capital spending of $4.5 billion. - **September 18, 2025 (0001048911-25-000042), Q1 fiscal 2026.** Revenue $22.2 billion, GAAP diluted EPS $3.46 (adjusted $3.83). First full-year fiscal 2026 revenue and EPS outlook: revenue growth of 4% to 6%; diluted EPS of $14.20 to $16.00 before mark-to-market (MTM) retirement plan adjustments and $17.20 to $19.00 excluding also business optimization, spin-off and fiscal year change costs; tax rate about 25%; pension contributions up to $400 million, down from the prior forecast of up to $600 million; capital spending $4.5 billion, unchanged. Share repurchases of $0.5 billion in the quarter. - **December 18, 2025 (0001048911-25-000076), Q2 fiscal 2026. Outlook raised.** Revenue $23.5 billion, GAAP diluted EPS $4.04 (adjusted $4.82). Revenue growth outlook raised to 5% to 6%; EPS before MTM raised to $14.80 to $16.00 and adjusted to $17.80 to $19.00; pension contributions $275 million. - **March 19, 2026 (0001048911-26-000010), Q3 fiscal 2026. Outlook raised again.** Revenue $24.0 billion, GAAP diluted EPS $4.41 (adjusted $5.25); the quarter included a $99 million ($0.41 per diluted share) tax benefit from recognition of foreign tax loss carryforwards. Outlook now revenue growth of 6.0% to 6.5%; EPS before MTM $16.05 to $16.85 and adjusted $19.30 to $20.10; structural savings of more than $1 billion; tax rate about 24%; capital spending of no more than $4.1 billion (down from $4.5 billion). - **June 23, 2026 (0001048911-26-000050), Q4 and fiscal 2026 results.** Fourth quarter revenue $25.0 billion, operating income $1.55 billion (adjusted $2.09 billion), GAAP diluted EPS $6.60 (adjusted $6.31). Fiscal 2026 revenue $94.7 billion, operating income $5.46 billion (adjusted $6.61 billion), net income $4.43 billion, GAAP diluted EPS $18.55 (adjusted $20.24), compared with $16.81 (adjusted $18.19) a year earlier. Capital spending was $3.8 billion, and the company said it exceeded its $1 billion transformation savings goal. Cash and equivalents of $13.3 billion at May 31, 2026 included the $4.1 billion FedEx Freight dividend and about $800 million of IEEPA tariff refunds held for customers. The company returned about $2.2 billion in fiscal 2026 ($776 million of repurchases and $1.4 billion of dividends). - **New calendar-year 2026 outlook (same release).** Revenue growth of about 11%; diluted EPS from continuing operations of $16.55 to $17.75 (adjusted $16.90 to $18.10); tax rate about 23%; pension contributions $475 million; capital spending $3.9 billion. The baseline is preliminary calendar 2025 results recast with FedEx Freight as discontinued operations. The company also stated an intent to repurchase up to $1 billion of shares opportunistically and a previously announced 5% increase in the annual dividend after adjusting for the spin-off. ## FedEx Freight spin-off (completed June 1, 2026) - **Planning and financing.** On November 6, 2025 (0001193125-25-269610) FedEx disclosed October 31, 2025 amendments to its $1.75 billion three-year and $1.75 billion five-year credit agreements: FedEx Freight is released from guarantees on completion of the spin-off, commitments were extended to March 15, 2028 and March 15, 2030, and covenant treatment of spin-off debt and costs (up to $600 million) was set. On January 16, 2026 (0001104659-26-004325) FedEx Freight entered a $1.2 billion five-year revolving credit facility and a $600 million three-year delayed draw term loan. On February 5, 2026 (0001104659-26-011069) FedEx Freight Holding Company issued $3.7 billion of senior notes ($1.0 billion 4.300% due 2029, $1.0 billion 4.650% due 2031, $700 million 4.950% due 2033 and $1.0 billion 5.250% due 2036), initially guaranteed by FedEx until the spin-off. - **Approval (May 13, 2026, 0001104659-26-060233).** The SEC declared the Form 10 effective May 11, 2026. The FedEx Board declared a pro rata dividend of 80.1% of FedEx Freight common stock to holders of record on May 15, 2026: one FedEx Freight share for every two FedEx shares held, cash in lieu of fractional shares. FedEx retains 19.9% and will dispose of it within 24 months. FedEx Freight was to pay FedEx a cash dividend of about $4.1 billion. - **Completion (June 1, 2026, 0001104659-26-068519).** The filing states FedEx "completed" the spin-off effective 12:01 a.m. Central Time on June 1, 2026; FedEx Freight began trading on the NYSE as FDXF and FedEx continues as FDX. FedEx Freight paid the roughly $4.1 billion dividend before the effective time. Separation, transition services, tax matters, employee matters, intellectual property, trademark license and stockholder and registration rights agreements were entered into. This is a distribution of shares, not a stock split; FedEx's own share count was not changed by it. Because it occurred after the May 31, 2026 year end, the Form 10-K presents FedEx Freight as a consolidated segment. ## Fiscal year change and recast history - Effective June 1, 2026 FedEx changed its fiscal year end from May 31 to December 31 (the board approved the change in January 2025, per 0001048911-26-000050). A seven-month transition period, June 1 through December 31, 2026, will be reported on a Transition Report on Form 10-K, with calendar-year reporting from the year ending December 31, 2027 (0001048911-26-000108). No transition-period report had been filed in the filings reviewed. - On July 21, 2026 (0001048911-26-000108) FedEx furnished unaudited recast history with FedEx Freight as discontinued operations and two new segments, Express U.S. Domestic and Express International (formerly the Federal Express segment). Recast calendar 2025 figures: revenue $82,463 million, operating income $4,554 million, net income from continuing operations $3,482 million, diluted EPS $19.09 in total ($14.62 continuing operations). Calendar 2024 recast revenue $79,130 million and operating income $3,272 million. These recast figures are on a different basis from the Form 10-K and must not be compared directly with fiscal 2026 as filed. ## Debt and capital actions - **July 23 to 30, 2025 (0001104659-25-070392, 0001104659-25-072164).** FedEx issued EUR 500 million of 3.500% notes due 2032 and EUR 350 million of 4.125% notes due 2037 (issuance July 30, 2025). - **May 13 and 22, 2026 (0001104659-26-060233, 0001104659-26-065767).** Notice of full redemption of EUR 354,878,000 of 1.300% notes due 2031 with a redemption date of May 28, 2026; the supplemental notice set the redemption price at EUR 358,619,289.16 including EUR 3,741,289.16 of accrued interest. - **June 25 and July 10, 2026 (0001104659-26-077558, 0001104659-26-082672).** FedEx launched cash tender offers for up to $4.15 billion of aggregate purchase price of 19 series of notes, to be funded from the FedEx Freight dividend and cash on hand, to keep a leverage-neutral profile after the spin-off. Tenders at the early deadline exceeded the cap, so there is no final settlement; early settlement was expected July 14, 2026 with the 13th priority series (5.100% notes due 2044) accepted on a prorated basis (about 41.3%). The Form 10-K states FedEx repurchased approximately $4.9 billion aggregate principal amount of debt in July 2026. - **September 14, 2026 (0001104659-26-107511).** FedEx completed offerings on September 14, 2026 of EUR 1.1 billion of 4.000% notes due 2030, EUR 900 million of 4.625% notes due 2034 and $1.1 billion of 5.750% notes due 2036 (underwriting agreements dated September 9, 2026). - **Share repurchases (Form 10-K, 0001048911-26-000105).** In June 2026 FedEx repurchased $0.3 billion in the open market and entered a $1.0 billion accelerated share repurchase to complete by the end of September 2026, exhausting the 2024 program. On July 20, 2026 the Board authorized a new $5.0 billion program. ## M&A and portfolio moves - **InPost (signed, not closed).** On February 9, 2026 (0001104659-26-012106) InPost and a consortium of FedEx (through a subsidiary), Advent, A&R Investments and PPF announced a conditional agreement on a recommended all-cash public offer for all InPost shares at EUR 15.60 per share (cum dividend); post-completion FedEx would hold 37%, with InPost continuing as a standalone company. The Form 10-K (0001048911-26-000105) still describes the offer as subject to regulatory approvals and other conditions, values FedEx's investment at about EUR 2.20 billion, and expects completion in the second half of calendar 2026. No filing reviewed reports it as completed. - **FedEx Supply Chain sale (announced, not closed).** On July 1, 2026 FedEx announced it would sell FedEx Supply Chain to CMA CGM Group for $1.4 billion, expected to close in the second half of calendar 2026. No Form 8-K covers this announcement; it is recorded in the Form 10-K (0001048911-26-000105) and in the July 21, 2026 recast exhibit (0001048911-26-000108). It is not reported as closed. ## Restructuring - **January 29, 2026 (0001104659-26-007986).** FedEx Express France announced a transformation program that may reduce up to 500 operational positions and change working locations or schedules for up to 800 team members, over about 18 months and subject to local consultation. Pre-tax costs are expected at $175 million to $275 million, substantially all cash, through fiscal 2028, classified as business optimization costs. - Asset impairments: the Q4 fiscal 2026 results include a $23 million noncash charge for retiring 10 aircraft (0001048911-26-000050). ## Management and board changes - **June 21-23, 2025 (0001193125-25-144345).** Founder and Executive Chairman Frederick W. Smith died on June 21, 2025; the Board reduced its size to twelve and elected R. Brad Martin Chairman. - **July 17 and August 12, 2025 (0001193125-25-160599, 0001193125-25-178556).** Sriram Krishnasamy stepped down as Chief Digital and Information Officer and Chief Transformation Officer; a separation agreement provides a $3,272,711 cash payment. - **September 29, 2025 annual meeting (0001193125-25-228346).** Stockholders elected thirteen directors, approved executive compensation on an advisory vote (63.3% for), added 2,100,000 shares to the 2019 Omnibus Stock Incentive Plan, and rejected an independent chair proposal. The Board approved a fiscal 2026 annual incentive plan and a one-time performance stock unit grant tied to operating margin improvement. - **January 16 and 29, 2026 (0001104659-26-004325, 0001104659-26-007986).** Director Stephen E. Gorman resigned effective on joining the FedEx Freight board at the spin-off. Scott L. Ray was named Chief Operating Officer, United States and Canada, effective June 1, 2026, succeeding John A. Smith, who became CEO of FedEx Freight. - **March 12, 2026 (0001104659-26-027156).** The Board amended the FY25-FY27 and FY26-FY28 long-term incentive plans to measure actual performance through fiscal 2026 and assume target for the remainder, in view of the spin-off and fiscal year change. - **April 13, May 8 and May 18, 2026 (0001104659-26-042617, 0001104659-26-058006, 0001104659-26-063198).** Chief Financial Officer John W. Dietrich stepped down June 1, 2026 (leaving July 31, 2026; cash payment $2,209,276). Claude F. Russ, Enterprise Vice President, Finance, became Interim CFO and also Interim Chief Accounting Officer after Guy M. Erwin II left to join FedEx Freight. A permanent CFO search was announced. - **June 8, 2026 (0001104659-26-071411).** Mark A. Edmunds was elected a director and Chair of the Audit and Finance Committee; Silvia Davila resigned. - **July 24, 2026 (0001104659-26-086643).** The Board approved an Executive Severance Plan (multiplier of 2 for the CEO, 1.5 for executives with 10 or more years, otherwise 1; 2x after a change of control) and a one-time special bonus pool for about 1,100 managing directors and above, including $1,900,000 for the CEO and $850,000 for Brie A. Carere. - **September 28, 2026 annual meeting (0001104659-26-111970, filed September 29, 2026).** Stockholders elected eleven directors for a term to the annual meeting to be held April 26, 2027, approved executive pay (90.6% for), ratified Ernst & Young for the June 1 to December 31, 2026 transition period, and rejected three stockholder proposals (independent chair, special meeting threshold, and a report on abortion drugs distribution). ## Federal Express pilots' collective bargaining agreement - **Ratified June 9, 2026 (Form 10-K, 0001048911-26-000105, Note 20 "Collective Bargaining Agreement" and Item 1).** Federal Express pilots, represented by the Air Line Pilots Association, International (ALPA), ratified a new collective bargaining agreement in a vote concluded June 9, 2026. It took effect June 29, 2026 and becomes amendable in December 2030. It includes an initial pay rate increase of 40% plus work rule and pension plan changes. A one-time $625 million ratification payment was accrued at May 31, 2026 in "Accrued salaries and employee benefits" and is expected to be paid in the September 2026 quarter. ## Not covered by a Form 8-K - The Federal Express pilots' ALPA collective bargaining agreement (ratified June 9, 2026, including the $625 million one-time ratification payment) appears only in the Form 10-K. - The July 1, 2026 FedEx Supply Chain sale announcement (see above) and the tender-offer settlement results beyond the July 10, 2026 8-K appear only in the Form 10-K. - No Form 8-K reports completion of the InPost transaction.