FedEx (FDX) 10-K risk factor changes: FY2026 vs FY2025

In addition to the other information set forth in this Annual Report, you should carefully consider the following factors, which could materially affect our business, [added: reputation, operating] results [added: (including components] of [removed: operations,] [added: our] financial [added: results), financial] condition, [added: cash flows, liquidity,] and the price of our common stock.

[removed: Additional risks not currently known to us or that we currently deem to be immaterial also may] [added: Such conditions could] materially [added: and adversely] affect our business, results of operations, [added: and] financial condition, [removed: and] [added: as well as] the price of our common stock.

Our primary business is to transport goods, so our business levels are directly tied to the purchase and production of goods and the rate of global trade growth — key macroeconomic measurements influenced by, among other things: inflation and deflation; international trade policies and relations; supply chain disruptions; interest [removed: rates and] [added: rates;] currency exchange rates; labor costs and unemployment levels; fuel and energy prices; inventory levels; spending patterns (including shifts from goods to services and vice versa); disposable income; debt levels; credit availability; political uncertainty; public health crises; [removed: and] geopolitical tensions or [removed: conflicts.][added: conflicts; emerging global trade corridors; and changes to social conditions and regulations.]

When individuals and companies purchase and produce fewer goods, we transport fewer [removed: goods,] [added: shipments,] and as companies move manufacturing closer to consumer markets and expand the number of distribution centers, we transport [removed: goods] [added: shipments] shorter distances, which [added: materially and] adversely affects our [removed: yields] [added: revenue per shipment] and results of operations.

Certain manufacturers and retailers are [added: also] making investments to produce and store goods in closer proximity to supply chains and consumers.

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to continued weakened business conditions for the transportation [removed: industry,] [added: industry] leading to lower [removed: freight and package] [added: shipment] volumes.

Additionally, recent changes in U.S. and international trade [removed: policy, along with continued uncertainty surrounding such policies, could lead to] [added: policy have] further weakened business conditions for the transportation industry.

Moreover, given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including international taxes, government-to-government relations, the typically more volatile economies of emerging markets, and geopolitical risks such as the ongoing conflicts between Russia and [removed: Ukraine and in] [added: Ukraine,] the [removed: Middle East or escalations thereof, may adversely affect our business] [added: United States] and [removed: results of operations.][added: Iran, and other]

For example, [added: our] services in Ukraine remain limited, [added: our] services in Belarus remain suspended, [removed: and] we have exited our operations in [removed: Russia.][added: Russia, and our services in the Middle East are impacted.]

[removed: While these conflicts have not had, and we do not expect these conflicts to have, a direct material effect on our business or results of operations, the] [added: The] broader [removed: consequences] [added: consequences, duration, and evolving nature] of these conflicts, which [added: have included and] may include further sanctions, embargoes, regional instability, and geopolitical shifts; airspace bans relating to certain routes, or strategic decisions to alter certain routes; potential retaliatory action by foreign governments and other groups against us; [added: and the] increased tensions between the United States and countries in which we [removed: operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy,] [added: operate,] cannot be predicted.

To the extent the continued conflicts between Russia and [removed: Ukraine] [added: Ukraine,] and [added: the United States and Iran, and hostilities] in the Middle East, or subsequent similar [removed: conflicts,] [added: conflicts or hostilities, materially and] adversely affect our business, they may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, disruptions to our global technology infrastructure, including through cyberattack or cyber-intrusion, ransomware attack, or malware attack; adverse changes in international trade policies; increased costs and unavailability of fuel; our ability to implement and execute our business strategy, particularly with regard to our international business; disruptions in global supply chains, which can limit the access of [removed: FedEx] [added: Federal Express] and our service providers to vehicles and other key capital resources and increase our costs and could affect our ability to achieve our goal of carbon neutrality for our global operations by calendar 2040; our ability to maintain our strong reputation and the value of the FedEx brand; terrorist activities targeting transportation infrastructure; our exposure to foreign currency fluctuations; and constraints, volatility, or disruption in the capital markets.

Additional changes in international trade policies, including [removed: with respect to] tariffs, and relations could significantly reduce the volume of goods transported globally, increase our costs, and materially and adversely affect our business, [removed: results of operations,] [added: financial condition,] cash flows, and [removed: financial condition.] [added: results of operations.] The [removed: U.S.] [added: United States] government has taken certain actions that have negatively affected [removed: U.S.] [added: United States] trade, including imposing tariffs on many goods imported into the United States.

Additionally, many foreign governments have imposed, and others have threatened to impose, [removed: tariffs] [added: new, expanded, or retaliatory tariffs, sanctions, embargoes, and/or quotas or trade barriers] on certain goods imported from the United States.

Increased tariffs [added: or the imposition of sanctions, and/or quotas or trade barriers] may lead to lower levels of trade or heightened political tensions.

[removed: Additional] [added: Continued uncertainty and] changes [removed: to] [added: in] global trade policies [added: have and] could [added: continue to] lead to increased tariffs, export controls, quotas, embargoes, or sanctions, which may lead to increased [added: or volatile] prices or trade limitations for goods transported globally, potentially reducing customer demand for our services.

Furthermore, given the nature of our business and our global recognizability, foreign governments may target FedEx by limiting the ability of foreign entities to do business with us in certain instances, imposing monetary or other penalties or taking other retaliatory action, which could [removed: have an adverse effect on] [added: materially and adversely affect] our business, [added: financial condition, cash flows, and] results of operations, [removed: and financial condition,] as well as [removed: on] the price of our common stock.

If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could [added: materially and] adversely affect our operating results.

As of May 31, [removed: 2025,] [added: 2026,] we had no derivative financial instruments to reduce our exposure to fuel price fluctuations, and we currently have no plans to use derivative financial instruments for this purpose in the future.

The following factors [added: have and] may [added: continue to] affect fuel [added: prices and the] supply [added: of fuel,] and [added: have and] could result in [removed: shortages and] price increases [added: and shortages] in the future: weather-related events; natural disasters; political disruptions or wars involving oil-producing [removed: countries;] [added: countries, including,] economic sanctions imposed against oil-producing countries or specific industry participants; changes in governmental policy concerning fuel production, transportation, taxes, or marketing; changes in refining capacity; sustainability concerns; cyberattacks; and public and investor sentiment.

The failure to successfully execute our [removed: DRIVE transformation, including Network 2.0 and Tricolor,] [added: transformation initiatives] in the expected time frame and at the expected cost may [added: materially and] adversely affect our future results. [removed: In 2023, FedEx announced DRIVE, a comprehensive program] [added: Our transformation initiatives aim] to improve long-term [removed: profitability.][added: profitability, drive efficiency, lower our overhead and support costs, and transform our digital capabilities.]

[removed: The program includes] Network [removed: 2.0, the] [added: 2.0 is our] multi-year effort to improve the efficiency with which [removed: FedEx] [added: Federal Express] picks up, transports, and delivers packages in the [removed: U.S. and Canada, as well as Tricolor, the redesign of the Federal Express international air network to improve efficiency] [added: United States] and [removed: asset utilization.][added: Canada.]

- our ability to maintain coverage of U.S. employees [removed: at Federal Express] under the RLA and successfully manage challenges to the employment status of drivers employed by service providers utilized in certain linehaul and pickup-and-delivery operations, in addition to other labor-related risks;

- managing the [added: closure and consolidation of certain buildings and the] movement of certain [removed: positions] [added: positions, functions, or work] to different [removed: locations;][added: locations or to third party vendors;]

- obtaining any required regulatory licenses, operating authority, or contractual consents; [added: and]

- managing unforeseen increased expenses or delays associated with the [removed: integration process; and][added: transformation process.]

We may be unable to achieve the expected operational efficiencies and network flexibility, alignment of our cost base with demand, cost savings and reductions to our permanent cost structure, and other benefits from our transformation [removed: initiatives.][added: initiatives (including our technology infrastructure, adopting and utilizing AI and machine learning technologies).]

If we are not able to successfully implement our [removed: DRIVE transformation,] [added: transformation initiatives,] our future financial results will suffer and we may not be able to achieve our financial performance goals.

All of these factors could adversely affect [removed: FedEx’s] [added: our] results of operations and negatively affect the price of our common stock.

A significant data breach or other disruption to our technology infrastructure could disrupt our operations and result in the loss of critical sensitive or confidential information, adversely affecting our reputation, business, or results of operations. Our ability to attract and retain customers, efficiently operate our businesses, execute our [removed: DRIVE transformation,] [added: business strategy, conduct transformation initiatives,] and compete effectively increasingly [removed: depend] [added: depends] in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information [removed: and] [added: including] the [added: sensitive and personal] information provided by our [removed: customers (including personal information),] [added: customers,] and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

We are subject to risks imposed by data breaches and operational disruptions, both random and targeted, including through cyberattack or cyber-intrusion, ransomware attack, malware attack, or denial-of-service attack by computer hackers, foreign governments and state-sponsored actors, cyber terrorists and hacktivists, cyber criminals, malicious employees or other insiders of [removed: FedEx] [added: Federal Express] or third-party service providers, and other groups and individuals.

Data breaches and other [removed: technology] [added: technological] disruptions of companies and governments continue to increase as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased and we, our customers, and third parties increasingly store and transmit data by means of connected information technology systems.

Additionally, risks such as code anomalies, “Acts of God,” transitional challenges in migrating operating company functionality to our FedEx enterprise automation platforms, data leakage, cyber-fraud, and human error pose a direct threat to our products, services, systems, and data and could result in unauthorized [added: intrusion] or block legitimate access to sensitive or confidential data regarding our operations, customers, employees, and suppliers, including personal information.

Like us, these third parties are subject to risks imposed by data breaches, cyberattacks, and other events or actions that could damage, disrupt, or close [removed: down] their networks or systems.

See “Failure of third-party service [removed: providers] [added: providers, vendors, or suppliers] to perform as expected, or disruptions in our relationships with [removed: those providers] [added: such third parties] or their provision of services to [removed: FedEx,] [added: Federal Express,] could [removed: have a material adverse effect on] [added: materially and adversely affect] our [removed: business] [added: business, financial condition, cash flows,] and results of operations.” [removed: below for more information.]

These types of adverse effects could also occur in the event the confidentiality, integrity, or availability of company and customer information was compromised due to a data loss by [removed: FedEx] [added: Federal Express] or a trusted third party.

Based on the sophistication of [added: these] threat actors and the size and complexity of our information systems and network environment, among other factors, an investigation into a cybersecurity incident could take a significant amount of time to complete.

See “Our business is subject to complex and evolving [removed: U.S.] [added: United States] and foreign laws and regulations regarding data [removed: protection.”] [added: protection and cybersecurity, which impose significant costs and regulatory risks that are likely to increase over time”] for additional information on risks related to legal and regulatory developments with respect to data protection.

Additionally, we and our third-party service providers, vendors, and suppliers have experienced repeated [removed: attempts by cyber criminals,] [added: attempts,] some of which have been successful, [added: by cyber criminals] to gain access to customer accounts for the purposes of fraudulently diverting and misappropriating items being transported in our network, fraudulently charging shipment fees to customer [removed: or franchisee] accounts, and fraudulently sending e-mails to recipients purporting to be from FedEx.

We are self-insured for certain costs associated with our operations, and insurance and claims expenses could [removed: have a material adverse effect on us.] [added: materially and adversely affect our business, financial condition, cash flows, and results of operations.] We are self-insured up to certain limits for costs associated with workers’ compensation claims, vehicle accidents, property and cargo loss, general business liabilities, and benefits paid under employee disability programs.

Inflation and elevated interest rates are negatively affecting consumer and business spending, and we expect inflation and elevated interest rates to continue to negatively affect our results for the remainder of calendar year 2026.

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hostilities in the Middle East, may materially and adversely affect our business and results of operations.

During 2026, higher fuel prices positively affected yields through increased fuel surcharges and negatively affected fuel expenses.

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Tricolor is our global redesign of our intercontinental air network across three distinct systems focused on priority parcel service, priority freight, and deferred parcels and freight.

In January 2026, we initiated operational transformation programs in certain international locations designed to modernize, streamline, and optimize international domestic operations.

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The rapid evolution and increased sophistication, availability, and use of emerging technologies such as AI technologies and machine learning by us, our customers, suppliers, business partners, third-party providers, and bad actors may increase the likelihood of the occurrence of data breaches and operational disruptions.

We also depend on and interact with the technology and systems of third parties for a variety of reasons, including AI-enabled technologies, encryption and authentication technology, employee email, and other communication technologies, cloud services, delivery services, back-office support, and other functions.

These risks may also be heightened by our transformation initiatives.

Although we do not believe the cyber incidents and other systems disruptions that we and our third-party service providers have experienced to date have had a material effect on our business, there is no guarantee that a future cybersecurity threat or incident will be detected and remediated to not materially and adversely affect our business strategy, reputation, results of operations, or financial condition.

While we believe we devote significant resources to network security, disaster recovery, employee training and other measures to secure our information technology systems and prevent unauthorized access to or loss of data, there are no guarantees that they will be adequate to safeguard against all cyber incidents, systems disruptions, system compromises or misuses of data.

We are increasingly utilizing AI within our operations.

The development and deployment of AI technologies involve significant risks and uncertainties, and our ability to successfully implement and use AI technologies depends on a variety of factors, including the reliability, accuracy, security, and effectiveness of the technologies; the availability of qualified personnel and technical infrastructure; the performance of third-party vendors and service providers; evolving regulatory requirements and industry standards; and customer and market acceptance.

AI technologies are rapidly evolving and may produce inaccurate, flawed, or unintended outputs or outcomes.

Our use of AI may also increase risks related to cybersecurity, data privacy, intellectual property, confidentiality, regulatory compliance, and reputational harm.

In addition, evolving laws, regulations, and governmental guidance relating to AI may require us to incur additional compliance costs, change our business practices, or limit our ability to develop or use AI technologies.

Our competitors may also adopt AI technologies more quickly or more effectively than we do.

Further, our investments in AI technologies may not improve our services, operations, efficiency, or profitability to the extent anticipated and may divert resources from other strategic initiatives.

Any failure to successfully develop, implement, manage, or use AI technologies in a timely, compliant, and responsible manner could adversely affect our business, reputation, results of operations, or financial condition.

Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts, we can provide no assurance that such coverage will be adequate to protect us from costs incurred with certain events.

For example, in January 2026, we initiated operational transformation programs in certain international locations designed to modernize, streamline, and optimize international and domestic operations.

We may not be able to achieve our calendar 2029 financial performance targets. On February 12, 2026, we announced a comprehensive multi-year financial framework with financial performance targets for 2029.

Our ability to achieve these goals is dependent on a number of factors, including the other risk factors described in this Annual Report.

We may fail to achieve our long-term financial performance targets if we are unsuccessful in implementing our strategies, our estimates or assumptions change, or for any other reason.

Our inability to achieve these targets could materially and adversely affect our results of operations and financial condition, and the price of our common stock may be negatively affected.

We may not realize the anticipated benefits from the Spin-Off, which could harm our business. On June 1, 2026, we completed the Spin-Off.

We may incur significant additional expenses and challenges arising from and following the Spin-Off of the FedEx Freight business.

We may not be able to achieve the full strategic, financial, operational, or other benefits that are expected to result from the Spin-Off, and the anticipated benefits of the Spin-Off are based on a number of assumptions, some of which may prove incorrect.

A failure to realize all or some of the expected benefits of the Spin-Off, or if such benefits are delayed, could materially and adversely affect our business, financial condition, cash flows, and results of operations.

In addition, there can be no assurance that the combined value of the shares of the two separated companies will be equal to or greater than the value of our common stock had the Spin-Off not occurred.

In connection with the Spin-Off, we and FedEx Freight entered into various agreements that provide for the performance of certain services by each company for the benefit of the other, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property cross-license agreement, a trademark license agreement, stockholder and registration rights agreement, and an indemnification agreement.

The separation and distribution agreement provides for cross-indemnities between us and FedEx Freight for liabilities allocated to the respective party pursuant to the terms of such agreement.

If FedEx Freight or its successor entities are unable to satisfy their obligations under these agreements, we could incur operational difficulties or losses.

In addition, the terms of the Spin-Off include licenses and other arrangements to provide for certain ongoing use of intellectual property in the operations of both businesses.

For example, both us and FedEx Freight retain the ability to make ongoing use of certain brands and other intellectual property.

As a result of this continuing shared use of brands and other intellectual property, there is a risk that conduct or events materially and adversely affecting the reputation of FedEx Freight could also materially and adversely affect our reputation.

In addition, we retained an equity interest in FedEx Freight in connection with the Spin-Off.

We cannot predict the trading price of shares of FedEx Freight’s common stock and the market value of the FedEx Freight shares is subject to market volatility and other factors outside of our control.

Additionally, in 2025, we continued to see customer preference for slower, less costly shipping services and experienced lower fuel surcharges at FedEx Freight and reduced demand surcharges at Federal Express.

We expect service mix to shift further toward deferred service offerings in 2026.

For more information, see “Our businesses are capital intensive, and we must make capital decisions based upon projected volume levels.” below.

We also continue to experience pressure on demand for our transportation services, particularly our priority services, from the impact of elevated inflation and interest rates on consumer and business spending.

Geopolitical uncertainty negatively affected our results of operations in recent years.

Lower fuel prices have negatively affected yields through lower fuel surcharges at each of our transportation segments in recent years.

- integrating and unifying the offerings and services available to FedEx customers;

- addressing possible differences in business backgrounds, corporate cultures, and management philosophies;

- mitigating the potential distraction and diversion of resources and of management’s time and attention associated with the planned spin-off of FedEx Freight.

For example, we rely on information technology to receive shipment information in advance of physical receipt of packages, to track items that move through our delivery systems, to efficiently plan deliveries, to clear shipments through customs, to execute billing processes, and to track and report financial and operational data.

The technology infrastructure of acquired businesses, as well as their practices related to the use and maintenance of data, could also present issues that we were not able to identify prior to the acquisition.

For example, ShopRunner, which we acquired in 2021, collects and stores certain personal data of its merchants and their buyers, its partners, consumers with whom it has a direct relationship, and

users of its applications.

Additionally, it uses third-party service providers and subprocessors to help deliver services to merchants and their buyers.

These service providers and subprocessors may store or access personal data and/or other confidential information.

The foregoing factors increase the risk of data incidents and the amount of potential exposure in the event of a data breach.

We also depend on and interact with the technology and systems of third parties, including our customers and third-party service providers such as cloud service providers and delivery services.

In 2025, the information systems of one of our third-party service providers experienced a security breach that resulted in unauthorized access to the third-party’s cloud environment, including certain systems that contained our data.

This incident did not have a material adverse effect on our business or results of operations.

However, there can be no assurance that similar events will not have such an effect in the future.

These risks may also be heightened by our DRIVE transformation and the planned spin-off of FedEx Freight into a separate, publicly traded company.

See “Item 1A.

Risk Factors” of our Annual Report on Form 10-K for the year ended May 31, 2021 for information regarding the 2017 NotPetya cyberattack at TNT Express and immaterial cyber incidents we experienced in 2017 and 2018.

To date, none of these fraudulent cyber activities have caused a material disruption to our systems or resulted in any material costs to FedEx.

Additionally, the rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of the cyber events described above.

See Note 9 of the unaudited condensed consolidated financial statements included in “Item 1.

Financial Statements” of our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022 for more information.

relationships with FedEx.

Risk Factors” and “Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Reports on Form 10-K for the years ended May 31, 2020, May 31, 2021, May 31, 2022, and May 31, 2023 for information regarding the COVID-19 pandemic and its effects on our business, results of operations, and financial condition.

Failure to complete the adjustment of our air network to remove costs related to services previously provided to the United States Postal Service (“USPS”) could adversely affect our profitability. The contract for Federal Express to provide the USPS transportation services within the United States expired by its terms on September 29, 2024, and Federal Express continued to provide air transportation services domestically and to Puerto Rico through the contract’s expiration.

If we are unable to complete the adjustment of our air network to remove costs related to the services previously provided to the USPS, our profitability could be negatively affected.

For example, in June 2024, Federal Express announced a workforce reduction plan in Europe as part of its ongoing measures to reduce structural costs.

The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits. In December 2024, we announced our intention to separate FedEx Freight from our portfolio structure through the creation of a separate, publicly traded company (“NewCo”).

The planned separation, which would be implemented through the spin-off of shares of NewCo to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

Completion of the planned spin-off is subject to the final approval of our Board of Directors and will be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the receipt and continuing validity of a private letter ruling from the Internal Revenue Service (“IRS”) and/or favorable opinions of our U.S. tax advisors with respect to the tax-free nature of the transaction, the receipt of other regulatory and contractual approvals, and the availability of financing for NewCo on satisfactory terms.

The proposed spin-off is complex in nature, and unanticipated changes or developments could delay or prevent the completion of the spin-off or cause the spin-off to occur on terms or conditions that are different or less favorable than expected.

Whether or not we complete the spin-off, we may face significant challenges in connection with the transaction, including, without limitation:

- the diversion of the attention of our Board of Directors and senior management from the pursuit of our business strategy and long-term planning and of our management and employees from day-to-day operations;

- our ability to maintain NewCo’s continued support of our DRIVE transformation, Network 2.0, Tricolor, and other strategic initiatives;

- Results of operations includes an overview of our consolidated [removed: 2025] [added: 2026] results compared to [removed: 2024] [added: 2025] results.

Discussion and analysis of [removed: 2023] [added: 2024] results and year-over-year comparisons between [removed: 2024] [added: 2025] results and [removed: 2023] [added: 2024] results can be found in “Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition” of our Annual Report on Form 10-K (“Annual Report”) for the year ended May 31, [removed: 2024.][added: 2025.]

- The overview is followed by a discussion of [removed: both] historical operating results for our business segments during [removed: 2025 and 2024] [added: 2026] and [removed: our outlook for 2026,] [added: 2025,] as well as a financial summary and analysis for each of our transportation segments in place during [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

- Our financial condition is reviewed through an analysis of key elements of our liquidity and capital resources, financial commitments, and liquidity outlook for [added: calendar year] 2026.

[removed: Our] [added: During 2026 and 2025, our] primary operating companies [removed: are] [added: were] Federal Express Corporation (“Federal Express”), the world’s largest express transportation company and a leading North American provider of small-package ground delivery services, and FedEx Freight, Inc. (“FedEx Freight”), a leading North American provider of less-than-truckload (“LTL”) freight transportation services.

[removed: Beginning in the first quarter of] [added: During 2026 and] 2025, Federal Express and FedEx Freight [removed: represent] [added: represented] our major service lines and constitute our reportable segments.

See [removed: [Item 1A.][added: “[Item 5.]

See the risk factors identified under [Item [removed: 1A.][added: 1A.](#i12a19dcd46ed4b8e8247334873a4101c_16) [](#i12a19dcd46ed4b8e8247334873a4101c_16)[Risk](#i12a19dcd46ed4b8e8247334873a4101c_16) [Factors”](#i12a19dcd46ed4b8e8247334873a4101c_16) for more information.]

Additionally, see [removed: “Results] [added: “[Results] of Operations and [removed: Outlook] [added: Outlook](#i12a19dcd46ed4b8e8247334873a4101c_55)] – [removed: Consolidated Results] [added: [Consolidated Results](#i12a19dcd46ed4b8e8247334873a4101c_58)] – [added: Separation and Other Costs –] Business Optimization Costs and – Outlook” and [removed: “Financial] [added: “[Financial] Condition – Liquidity [removed: Outlook”] [added: Outlook](#i12a19dcd46ed4b8e8247334873a4101c_94)”] below for additional information on efforts we are taking to mitigate adverse trends.

The decline in U.S. imports of consumer goods that started in late 2022, along with slowed global industrial production, has contributed to [added: continued] weakened business conditions for the transportation [removed: industry.][added: industry leading to lower shipment volumes.]

[removed: We are experiencing pressure on demand for our transportation services, particularly our priority services, as elevated inflation] [added: Inflation] and [added: elevated] interest rates are negatively affecting consumer and business [removed: spending.][added: spending, and we expect inflation and elevated interest rates to continue to negatively affect our results for the remainder of calendar year 2026.]

Therefore, the discussion of operating [removed: expense captions] [added: expenses] focuses on the key drivers and trends affecting expenses other than those factors strictly related to changes in revenue and volumes.

The line item “Other” includes costs associated with outside service contracts (such as information technology services, [removed: temporary labor, facility] [added: facilities] services, [added: security, temporary labor] and security), insurance, professional fees, and [removed: operational supplies.][added: credit losses.]

Except as otherwise specified, [removed: references] [added: any reference] to [removed: years indicate] [added: a year indicates] our fiscal year [removed: ended] [added: ending] May 31, [removed: 2025] [added: 2026] or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

| | | | [removed: 2025⁽¹⁾] [added: 2026] | | | | | | | | | [removed: 2024⁽¹⁾] [added: 2025] | | | | | | | | | Percent Change | | | | | |

| Consolidated revenue | | | $ | [removed: 87,926] [added: 94,720] | | | | | | | | $ | [removed: 87,693] [added: 87,926] | | | | | | | | [removed: —] [added: 8] | | | | | |

| Federal Express segment | | | [removed: 4,885] [added: 5,912] | | | | | | | | | [removed: 4,819] [added: 4,885] | | | | | | | | | [removed: 1] [added: 21] | | | | | |

| FedEx Freight segment | | | [removed: 1,489] [added: 616] | | | | | | | | | [removed: 1,821] [added: 1,489] | | | | | | | | | [removed: (18)] [added: (59)] | | | | | |

| Corporate, other, and eliminations | | | [removed: (1,157)] [added: (1,065)] | | | | | | | | | [removed: (1,081)] [added: (1,157)] | | | | | | | | | [removed: 7] [added: (8)] | | | | | |

| Consolidated operating income | | | [removed: 5,217] [added: $] | [added: 5,463] | | | | | | | | [removed: 5,559] [added: $] | [added: 5,217] | | | | | | | | [removed: (6)] [added: 5] | | | | | |

| Federal Express segment | | | [removed: 6.5] [added: 7.2] | | % | | | | | | | 6.5 | | % | | | | | | | [removed: —] [added: 70] | | bp | | | |

| FedEx Freight segment | | | [removed: 16.7] [added: 7.0] | | % | | | | | | | [removed: 19.3] [added: 16.7] | | % | | | | | | | [removed: (260)] [added: (970)] | | bp | | | |

| Consolidated operating margin | | | [removed: 5.9] [added: 5.8] | | % | | | | | | | [removed: 6.3] [added: 5.9] | | % | | | | | | | [removed: (40)] [added: (10)] | | bp | | | |

| Consolidated net income | | | $ | [removed: 4,092] [added: 4,433] | | | | | | | | $ | [removed: 4,331] [added: 4,092] | | | | | | | | [removed: (6)] [added: 8] | | | | | |

| Diluted earnings per share | | | $ | [removed: 16.81] [added: 18.55] | | | | | | | | $ | [removed: 17.21] [added: 16.81] | | | | | | | | [removed: (2)] [added: 10] | | | | | |

The following table shows changes in revenue and operating [added: income] results by reportable segment for [removed: 2025] [added: 2026] compared to [removed: 2024] [added: 2025] (in millions):

| | | | Revenue | | | | | | Operating [removed: Results(1)] [added: Income] | | |

| Federal Express segment | | | $ | [removed: 641] [added: 6,969] | | | | | $ | [removed: 66] [added: 1,027] | |

| FedEx Freight segment | | | [removed: (537)] [added: (97)] | | | | | | [removed: (332)] [added: (873)] | | |

| Corporate, other, and eliminations | | | [removed: 129] [added: (78)] | | | | | | [removed: (76)] [added: 92] | | |

[removed: (1)] The following is a summary of the effects of the (costs) benefits of certain items affecting our financial results for the years ended May 31 (in millions):

| Business optimization costs | | | [removed: $] [added: (366)] | [removed: (756)] | | | | | [removed: $] [added: (756)] | [removed: (582)] | |

| Asset impairment charges | | | [removed: (21)] [added: (23)] | | | | | | [removed: (157)] [added: (21)] | | |

| International regulatory and legacy FedEx Ground legal matters | | | [removed: (88)] [added: 12] | | | | | | [removed: 57] [added: (88)] | | |

| [removed: FedEx Freight spin-off] [added: Spin-Off] costs | | | [removed: (38)] [added: $] | [added: (738)] | | | | | [removed: —] [added: $] | [added: (38)] | |

| Mark-to-market (“MTM”) retirement plans accounting adjustments, net of tax | | | [removed: $] [added: 497] | [removed: 390] | | | | | [removed: $] [added: 390] | [removed: 426] | |

| [removed: FedEx Freight spin-off] [added: Spin-Off] costs, net of tax | | | [removed: (44)] [added: $] | [added: (589)] | | | | | [removed: —] [added: $] | [added: (44)] | |

Operating income in [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] includes [removed: $21] [added: $23] million [removed: ($16 million, net of tax, or $0.06 per diluted share)] and [removed: $157 million ($120] [added: $21] million, [removed: net of tax, or $0.48 per diluted share),] respectively, of asset impairment charges associated with the decision to permanently retire certain aircraft and related engines at Federal Express.

[removed: Operating income in 2025 includes] [added: Includes] $88 million of net expenses [removed: ($90 million, net of tax, or $0.37 per diluted share) for] [added: in 2025 associated with] international regulatory and legacy FedEx Ground legal [removed: matters included in Federal Express.][added: matters.]

The results discussed for the year ended May 31, 2026 include the operations of FedEx Freight for the full fiscal year.

In light of our change in fiscal year end from May 31 to December 31, the discussion includes our outlook for the twelve months ending December 31 (“calendar year”).

\-40-

This MD&A is based on our segment reporting that was in effect during 2026 and 2025.

On June 1, 2026, we completed the Spin-Off.

Effective as of this date, we will no longer consolidate FedEx Freight and FedEx Freight is no longer a reportable segment.

Additionally, recent changes in U.S. and international trade policy have further weakened business conditions for the transportation industry.

*Global Trade Policies*

The United States government has taken certain actions that have negatively affected United States trade, including imposing tariffs on many goods imported into the United States.

Additionally, many foreign governments have imposed, and others have threatened to impose, new, expanded, or retaliatory tariffs, sanctions, embargoes, and/or quotas or trade barriers on certain goods imported from the United States.

These actions have contributed to weakness in the global economy that has adversely affected our results of operations.

\-41-

On February 20, 2026 the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”).

On February 23, 2026, FedEx filed a lawsuit in the U.S. Court of International Trade against the U.S. Customs and Border Protection (“CBP”), the CBP commissioner, and the United States of America seeking a full refund of all IEEPA tariffs paid.

On April 20, 2026, FedEx began filing refund claims through the CBP’s Consolidated Administration and Processing of Entries (“CAPE”) system.

As of May 31, 2026, we have submitted claims totaling $3.3 billion and we have received cash refunds of approximately $800 million.

FedEx recognizes amounts associated with these claims when cash is received or when realization is otherwise considered probable and estimable.

We continue to submit additional refund claims, pursuant to the CBP process, and expect to receive additional refunds as these claims are processed by CBP.

The ultimate amount and timing of refunds remain uncertain due to ongoing administrative processes and potential legal developments.

To the extent customers have previously paid amounts associated with these tariffs, FedEx plans to remit corresponding refunds as soon as practicable.

Accordingly, FedEx has recorded $749 million as of May 31, 2026 within current liabilities representing estimated customer refund obligations for cash refunds received.

Certain amounts associated with these tariffs were not collected from customers and were previously written off as credit losses.

Recoveries of such amounts are recognized in the period cash is received or when realization is reasonably assured which is generally when cash is received and are recorded as reductions of bad debt expense.

Additionally, fourteen nationwide class action lawsuits seeking refunds of IEEPA tariffs from FedEx were filed in U.S. district courts in various states.

Thirteen of those lawsuits were consolidated into a single case pending in Tennessee federal court.

The remaining lawsuit is pending in the Court of International Trade.

The financial impact of these events is uncertain, as it is unclear to what extent duties will be refunded by CBP, what processes will govern such refunds in upcoming CAPE phases, or if we can fully collect related accounts receivable.

We are evaluating the impact of these developments on our business and financial statements.

No adjustments have been recorded in the accompanying consolidated financial statements as we cannot reasonably estimate the financial impact; however, it is reasonably possible that it could be material.

*MD-11 Operational Impact*

In November 2025, the U.S. Federal Aviation Administration issued an emergency Airworthiness Directive to address a potentially unsafe condition on all Boeing MD-11 aircraft, prohibiting further flight until the aircraft are inspected and all corrective actions are performed.

Consequently, we experienced operational disruptions during fiscal 2026 related to the grounding of our MD-11 aircraft fleet which had an adverse impact on our financial results.

In May 2026, following FAA approval of Boeing developed inspection and return-to-service protocols for MD-11 aircraft, we began systematically returning our MD-11 fleet to active commercial service.

We expect our MD-11 fleet to be fully returned to service by the end of calendar year 2026.

In addition, our purchased transportation expense is affected by fuel costs.

During 2026, higher fuel prices positively affected yields through increased fuel surcharges and negatively affected fuel expenses.

To date, we have been mostly successful in mitigating over time the expense effect of higher fuel costs through our indexed fuel surcharges, as the amount of the surcharges is closely linked to the market prices for fuel.

If we are unable to maintain or increase our fuel surcharges because of competitive pricing pressures or some other reason, fuel costs could materially and adversely affect our operating results.

Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including international taxes, government-to-government relations, the typically more volatile economies of emerging markets, and geopolitical risks such as the ongoing conflicts between Russia and Ukraine, the United States and Iran, and other hostilities in the Middle East, may materially and adversely affect our business and results of operations.

\-42-

In connection with our one FedEx consolidation plan, on June 1, 2024, FedEx Ground Package System, Inc. (“FedEx Ground”) and FedEx Corporate Services, Inc ("FedEx Services") were merged into Federal Express, becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand.

FedEx Freight continues to provide LTL freight transportation services as a separate subsidiary.

Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) are included in the FedEx Freight segment instead of the Federal Express segment in 2025.

Prior-year amounts were revised to reflect this presentation.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

“Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16) – *The planned spin-off of FedEx Freight may not be completed on the terms or timeline currently contemplated, if at all, and there is no guarantee that the spin-off, if completed, will achieve the intended financial and strategic benefits.*”

In January 2025, the Board of Directors approved a change in FedEx's fiscal year end from May 31 to December 31.

The fiscal year change will be effective for the period beginning June 1, 2026.

“Risk Factors”](#i12a19dcd46ed4b8e8247334873a4101c_16) for more information.

Consequently, this environment has led to lower shipments at FedEx Freight, negatively affecting our results in 2025.

In the latter half of 2025, the U.S. government began the process of significantly increasing the rates and broadening the scope of tariffs imposed on goods imported into the United States.

In response, several foreign governments imposed new tariffs on certain goods imported from the United States, and additional U.S. and retaliatory measures are possible in 2026.

Additional changes to global trade policies could lead to increased tariffs, export controls, quotas, embargoes, or sanctions, which may lead to increased prices or trade limitations for goods transported globally, potentially reducing customer demand for our services.

*Inflation and Interest Rates*

During 2025, global inflation decelerated year-over-year but continues to be above historical levels.

Additionally, global interest rates remained elevated in an effort to curb inflation.

We expect inflation and high interest rates to continue to negatively affect our results in 2026.

The timing and amount of fluctuations in fuel prices and our ability to recover incremental fuel costs through our fuel surcharges can significantly affect our operating results either positively or negatively in the short term.

Lower fuel prices negatively affected yields through lower fuel surcharges at FedEx Freight and reduced fuel expense at both of our transportation segments during 2025.

Given the nature of our business and our global operations, geopolitical conflicts may adversely affect our business and results of operations.

While we do not expect ongoing geopolitical conflicts between Russia and Ukraine and in the Middle East, or escalations thereof, to have a direct material impact on our business or results of operations, the broader consequences are adversely affecting the global economy and may also have the effect of heightening other risks disclosed under [Item 1A.

“Risk Factors.](#i12a19dcd46ed4b8e8247334873a4101c_16)[”](#i12a19dcd46ed4b8e8247334873a4101c_16)

| | | | $ | 233 | | | | | $ | (342) | |

| | | | 2025 | | | | | | 2024 | | |

| | | | $ | (903) | | | | | $ | (682) | |

| Remeasurement of state deferred income taxes under one FedEx structure | | | — | | | | | | (54) | | |

| | | | $ | 346 | | | | | $ | 372 | |

Operating income declined in 2025 primarily due to lower shipments and fuel surcharges at FedEx Freight, a continued mix shift toward deferred package services which constrained yield growth, and the expiration of our contract with the U.S. Postal Service ("USPS").

In addition, operating results for 2025 were negatively affected by increased purchased transportation and wage rates and two fewer operating days at both of our transportation segments.

Partially offsetting these pressures were continued savings related to DRIVE and higher demand for international economy and U.S. ground package services.

Our DRIVE initiatives for 2025 included the continued structural transformation of our network, improving

the efficiency of our information technology and back-office functions, optimizing operations in Europe, and increasing linehaul efficiencies.

Operating income in 2025 and 2024 includes $756 million ($577 million, net of tax, or $2.37 per diluted share) and $582 million ($444 million, net of tax, or $1.77 per diluted share), respectively, of expenses associated with our DRIVE business optimization strategy to drive efficiency and lower our overhead and support costs.

Operating income in 2024 includes a $57 million benefit ($44 million, net of tax, or $0.17 per diluted share) for insurance recoveries in connection with a separate legacy FedEx Ground legal matter included in "Corporate, other, and eliminations."

Net income in 2024 includes a $54 million ($0.21 per diluted share) tax expense related to the remeasurement of state deferred income taxes under the new one FedEx structure.

In fiscal 2026 we have completed $500 million of share repurchases through open market transactions and as of July 21, 2025, $1.6 billion remained available to be used for repurchases under the stock repurchase program approved by our Board of Directors in March 2024.

Prior year statistical information has been revised to conform to the current year presentation.

Revenue was flat in 2025 primarily due to increased base yields at both of our transportation segments and higher volume at Federal Express, which offset two fewer operating days at both of our transportation segments, lower shipments and fuel surcharges at FedEx Freight, and unfavorable currency exchange rates.

Federal Express revenue increased 1% in 2025 primarily due to increased international economy and U.S. ground package volume and improved base yields, partially offset by lower priority package volume, the expiration of our contract with the USPS on September 29, 2024, two fewer operating days, and unfavorable exchange rates.

As disclosed in [removed: [Note](#i12a19dcd46ed4b8e8247334873a4101c_148) [7](#i12a19dcd46ed4b8e8247334873a4101c_148)] [added: [Note 6](#i12a19dcd46ed4b8e8247334873a4101c_148)] to the accompanying consolidated financial statements, we had outstanding fixed-rate long-term debt (exclusive of finance leases) with an estimated fair value of [removed: $17.2] [added: $20.9] billion at May 31, [removed: 2025] [added: 2026] and outstanding fixed-rate long-term debt (exclusive of finance leases) with an estimated fair value of [removed: $17.5] [added: $17.2] billion at [removed: May 31, 2024.]

Market risk for long-term debt is estimated as the potential decrease in fair value resulting from a hypothetical 10% increase in interest rates and amounts to approximately [removed: $600] [added: $694] million as of May 31, [removed: 2025] [added: 2026] and approximately [removed: $650] [added: $600] million as of May 31, [removed: 2024.][added: 2025.]

The principal foreign currency exchange rate risks to which we are exposed relate to the euro, Chinese yuan, [removed: British pound,] Canadian dollar, [added: British pound,] Australian dollar, Mexican peso, Hong Kong dollar, and Japanese yen.

[added: Historically, our exposure to foreign currency fluctuations is more significant] with respect to our revenue than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as aircraft and fuel expenses.

Foreign currency fluctuations had a slightly positive impact on operating income in [removed: 2025] [added: both 2026] and [removed: a slightly negative impact on operating income in 2024.][added: 2025.]

At May 31, [removed: 2025,] [added: 2026,] the result of a uniform 10% strengthening in the value of the dollar relative to the currencies in which our transactions are denominated would result in a decrease in operating income of approximately [removed: $450] [added: $541] million for [added: fiscal year] 2026, assuming operations were consistent with the prior year.

During [removed: 2025,] [added: 2026,] we recognized an [removed: $86 million loss] [added: immaterial amount of losses] in other comprehensive income related to our cross-currency [removed: swaps,] [added: swaps and debt designated as a net investment hedge, respectively,] which excludes any impact of deferred income taxes.

All other derivatives are accounted for at fair value with any gains or losses recorded in income, and were immaterial in [removed: 2025.][added: 2026.]

The income statement impact of the derivatives was immaterial in [removed: 2024.][added: 2025.]

For additional discussion of our derivatives, see [Note [removed: 1](#i12a19dcd46ed4b8e8247334873a4101c_178)[6](#i12a19dcd46ed4b8e8247334873a4101c_178)] [added: 14](#i12a19dcd46ed4b8e8247334873a4101c_178)] of the accompanying consolidated financial statements.

\-64-

May 31, 2025.

\-65-

Historically, our exposure to foreign currency fluctuations is more significant

\-67-

\-68-

Detailed information about our services, [removed: e-commerce tools and] solutions, and corporate responsibility initiatives can be found on our website.

For more [removed: information,] [added: information about FedEx Dataworks, FedEx Office, and FedEx Supply Chain,] please see [added: “Corporate, other, and eliminations” under] “Business Segments” below.

For financial information concerning our reportable [removed: segments,] [added: segments in place prior to the Spin-Off,] refer to [removed: “[Item] [added: “Item] 7.

Management’s Discussion and Analysis of Results of Operations and Financial [removed: Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)”] [added: Condition”] and [removed: “[Item] [added: “Item] 8.

Financial Statements and Supplementary [removed: Data](#i12a19dcd46ed4b8e8247334873a4101c_118)”] [added: Data”] of this Annual Report.

[removed: The] FedEx Office and Print Services, Inc. (“FedEx Office”) [removed: operating segment] provides document and business services and retail access to our package transportation businesses and [removed: the] FedEx [removed: Logistics, Inc. (“FedEx Logistics”) operating segment provides customs brokerage and global ocean and air freight forwarding, as well as integrated supply chain management solutions through FedEx] Supply Chain Distribution System, Inc. (“FedEx Supply [removed: Chain”).][added: Chain”) offers integrated supply chain management solutions.]

FedEx Dataworks, FedEx Office, and FedEx [removed: Logistics] [added: Supply Chain] are included in “Corporate, other, and eliminations” in our segment reporting.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of [removed: FedEx Freight] [added: FedEx’s less-than-truckload freight transportation services business conducted] through [removed: the capital markets, creating a new publicly traded company.][added: FedEx Freight, Inc. (“FedEx Freight”).]

Except as otherwise specified, any reference to a year in this Annual Report indicates our fiscal year [added: ended] May 31, [removed: 2025] [added: 2026] or ended May 31 of the year referenced, and comparisons are to the corresponding period of the prior year.

[removed: As a result, we base decisions on capital investment and service additions or enhancements] upon achieving the highest overall long-term return on invested capital for our business as a whole.

For more than 50 years, we [removed: built] [added: have been building] networks that have created a differentiated and unmatched portfolio of services while continuously evolving to meet the changing needs of our customers and the [removed: market.][added: market by connecting people and possibilities.]

[removed: We have commenced] [added: In 2026, we continued] our [removed: plan] [added: network transformation*.* Through Network 2.0, we continue] to [removed: consolidate] [added: transform] our [added: surface network in the U.S. and Canada by modernizing and consolidating our] sortation facilities and equipment, [removed: reduce] [added: reducing] pickup-and-delivery routes, and [removed: optimize] [added: optimizing] our enterprise linehaul network by moving beyond discrete collaboration to an end-to-end optimized [removed: network through Network 2.0.][added: network.]

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information on [removed: one FedEx, Network 2.0, DRIVE, and Tricolor.][added: our transformation programs.]

[removed: To fully harness the power of this data, FedEx Dataworks is focused] [added: See “FedEx Dataworks” above for more information] on [removed: putting our data into context and using it] [added: the solutions we are creating] to enhance the [removed: efficiency of the FedEx network and the] end-to-end experience of our customers by making supply chains smarter for everyone.

Federal [removed: Express Segment][added: Express]

As of May 31, [removed: 2025,] [added: 2026,] Federal Express employed approximately [removed: 440,000] [added: 452,000] employees and had approximately [removed: 63,000] [added: 84,000] drop-off locations (including FedEx Office stores and FedEx OnSite locations, such as over 15,000 Walgreens and Dollar General stores), [removed: nearly] 700 aircraft, and over [removed: 175,000] [added: 180,000] motorized vehicles in its global network.

Federal Express contracts with approximately [removed: 5,700] [added: 5,300] independent small businesses to conduct certain linehaul and pickup-and-delivery operations.

Federal Express also provides cross-border enablement and [removed: technology solutions and e-commerce transportation solutions.]

[removed: Federal] Express [added: U.S. Domestic] offers a wide range of U.S. [removed: and Canadian] domestic shipping services for packages and freight.

[removed: Federal Express offers] [added: We offer] three [removed: U.S. domestic] overnight package delivery services (FedEx First Overnight, FedEx Priority Overnight, and FedEx Standard Overnight) and three [removed: U.S. domestic] deferred package delivery services (FedEx 2Day, FedEx 2Day AM, and FedEx Express Saver).

[removed: Federal Express] [added: We] also [removed: offers U.S.] [added: offer] express overnight and deferred freight services to handle the needs of the time-definite freight market.

[removed: Federal] Express [added: U.S. Domestic] is also a leading provider of day-definite business and residential delivery services for packages weighing up to 150 [removed: pounds.][added: pounds through our FedEx Ground Commercial and FedEx Home Delivery services.]

[removed: Federal Express] [added: Our] service reaches 100% of the continental U.S. [removed: population and nearly 100% of the Canadian] population.

[removed: Federal Express offers] [added: We offer] day-definite [removed: residential] delivery [removed: service] to 99% of the U.S. population on Saturdays and to nearly two-thirds of the U.S. population on Sundays.

[removed: Federal Express] [added: We] also [removed: offers] [added: offer] an economy service that is available for the consolidation and delivery of high volumes of low-weight, less time-sensitive business-to-consumer packages to any residential address in the U.S.

[removed: Federal] Express [added: International] offers a wide range of [removed: international] shipping services for delivery of packages and freight, connecting markets that generate more than 99% of the world’s gross domestic product.

[removed: FedEx international] [added: Our] package services include a money-back guarantee.

[removed: Federal Express’s] [added: Our] unmatched air route authorities and extensive transportation infrastructure, combined with leading-edge information technologies, make it the world’s largest express transportation company.

[added: Express] International [removed: express and deferred] package delivery [removed: is] [added: services are] available to more than 220 countries and territories, with a variety of time-definite services to meet distinct customer needs.

[added: Our] FedEx International Economy [added: service] provides time-definite delivery typically in two to five business days.

[added: Our] FedEx International First [added: service] provides time-definite delivery to select postal codes in more than 25 countries and territories, with delivery to select U.S. ZIP Codes as early as 8:00 a.m.

from more than [removed: 90] [added: 190] countries, delivery by 10:00 a.m.

Our FedEx International Priority service provides end-of-day time-definite delivery in one to three business days to more than 220 countries and territories, and our FedEx International Priority Express service provides midday time-definite delivery in one to three business days to more than [removed: 25] [added: 30] countries and territories.

[removed: Federal Express] [added: We] also [removed: offers] [added: offer] domestic pickup-and-delivery services within certain non-U.S. countries, including [added: Canada, Australia,] France, the United Kingdom, [removed: Australia, Brazil,] Italy, [removed: Canada,] Mexico, [added: Germany,] Poland, [removed: India,] [added: Chile,] China, [added: Brazil, India,] and in Southern Africa.

In addition, [removed: Federal Express offers] [added: we offer] comprehensive international express and deferred freight services, real-time tracking, and advanced customs clearance.

[added: Our] FedEx International Connect [removed: Plus,] [added: Plus service,] an e-commerce service currently available from [removed: nearly 60] [added: over 70] origin countries to over 190 destination [removed: countries,] [added: countries and territories,] provides day-definite delivery typically within two to five business days.

[removed: Federal Express’s] [added: Express U.S. Domestic’s] largest sorting facility, located in Memphis, [added: Tennessee,] serves as the center of [removed: the company’s] [added: our] multiple hub-and-spoke system and worldwide air network.

A second national air hub facility is located in [removed: Indianapolis.][added: Indianapolis, Indiana.]

We are making investments over multiple years in our facilities to expand and modernize our [removed: Indianapolis] [added: Memphis] hub and modernize our [removed: Memphis] [added: Indianapolis] hub.

In addition to these national air hubs, [removed: Federal] Express [added: U.S. Domestic] operates regional air hubs [removed: in] [added: in:] Fort Worth, [added: Texas;] Newark, [removed: Oakland,] [added: New York;] and [removed: Greensboro] [added: Oakland, California] and major metropolitan sorting facilities at airports [removed: in] [added: in:] Chicago, [added: Illinois;] Los Angeles, [added: California;] and [removed: Atlanta.][added: Atlanta, Georgia.]

Change in Fiscal Year End

Effective June 1, 2026, we changed our fiscal year end from May 31 to December 31.

As a result, we will report operating results covering the seven-month transition period from June 1, 2026, through December 31, 2026 (the “Transition Period”), in a Transition Report on Form 10-K.

Following the Transition Period, we will report our operating results on a calendar-year basis, beginning with the fiscal year ending December 31, 2027.

Spin-Off and New Reportable Segments

The FedEx Freight business also included FedEx Custom Critical, Inc. (“FedEx Custom Critical”), LTL Select, and other operations historically included within our FedEx Freight reporting segment.

On May 13, 2026, the FedEx Board of Directors declared a pro rata dividend of 80.1% of the outstanding shares of common stock of FedEx Freight Holding Company, Inc. (“FedEx Freight Holding”) to FedEx’s stockholders of record as of the close of business on May 15, 2026 (the “Record Date”) to achieve the separation (the “Spin-Off”).

On June 1, 2026, FedEx stockholders received one share of FedEx Freight common stock for every two shares of FedEx common stock held as of the Record Date.

FedEx retained 19.9% of the outstanding shares of FedEx Freight common stock.

As a result of the Spin-Off, effective June 1, 2026, FedEx will no longer consolidate the FedEx Freight business and FedEx Freight is no longer a reportable segment.

Prior to the Spin-Off, our reportable segments were Federal Express Corporation (“Federal Express”), the world’s largest express transportation company and a leading North American provider of small-package ground delivery services, and FedEx Freight.

Part I of this Annual Report contains certain references to the financial and operational performance of our reportable segments in place prior to the Spin-Off.

Additional information regarding our reportable segments in place during 2026 and 2025 can be found in “Item 1.

Business” and “Item 2.

Properties” of our Annual Report for the year ended May 31, 2025.

Following the Spin-Off and beginning the first quarter of the Transition Period, we realigned our internal reporting and management structure, resulting in the identification of two new reportable segments: Express U.S. Domestic and Express International.

Prior to this change, these two segments comprised the Federal Express reportable segment.

In addition, FedEx Logistics, Inc. (“FedEx Logistics”), which provides customs brokerage and global ocean and air freight forwarding, was moved from “Corporate, other, and eliminations” to Express International.

These changes reflect the realignment of our organizational structure and reporting regularly provided to our chief operating decision maker to assess performance and allocate resources.

These changes had no impact on our consolidated results of operations or financial position.

For more information about our new reportable segments effective June 1, 2026, please refer to the “Business Segments” below.

As a result, we base decisions on capital investment and service additions or enhancements

We are shifting from a collection of separate but powerful operations to one integrated, flexible, efficient, and intelligent network that delivers better service, runs on a modern technology stack and has a structurally lower cost to serve.

We continue to evolve to improve our operational efficiency, enhance profitability, and build a simplified experience to better serve our customers.

Network 2.0 has been fully implemented in Canada and we expect to complete the U.S. implementation by the end of calendar year 2027.

With Tricolor, we are redesigning our international air network by deploying our aircraft strategically to optimize asset utilization and enable a focus on growth in the premium global freight market.

Internationally, we are focused on leveraging tools and best practices from our U.S. operations to transform our international operations by scaling to higher-value international mix, reengineering the network, and driving end-to-end process efficiencies.

Our digital transformation is underpinned by our digital backbone and artificial intelligence (“AI”) capabilities, enabling intelligent orchestration, standardization, and digitized and AI-enabled workflows that drive faster response, fewer exceptions, and lower our cost to serve.

Our digital transformation is focused on efficiency, differentiation, and new value creation.

Effective June 1, 2026, we have two reporting segments: Express U.S. Domestic and Express International.

Our remaining businesses are reported as Corporate, other, and eliminations.

Express U.S. Domestic and Express International are collectively referred to as Federal Express.

technology solutions and e-commerce transportation solutions.

The new CBA was ratified by Federal Express pilots in a vote concluded on June 9, 2026, and is the product of several years of bargaining under the Railway Labor Act of 1926, as amended (“RLA”), including mediation by the National Mediation Board (the U.S. governmental agency that oversees labor agreements for entities covered by the RLA).

The new CBA took effect June 29, 2026, and is scheduled to become amendable in December 2030.

See [Note 20](#i12a19dcd46ed4b8e8247334873a4101c_2048) of the consolidated financial statements included in “[Item 8.

Financial Statements and Supplementary Data](#i12a19dcd46ed4b8e8247334873a4101c_118)” of this Annual Report for more information.

*Express U.S. Domestic Segment*

*Express International Segment*

During times of elevated volumes, high demand for capacity, and increased operating costs across our network, Federal Express will implement Demand surcharges.

Overview

FedEx Freight, Inc. (“FedEx Freight”) provides less-than-truckload (“LTL”) freight transportation services as a separate subsidiary.

Beginning in the first quarter of 2025, Federal Express and FedEx Freight represent our major service lines and constitute our reportable segments.

Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) are included in the FedEx Freight segment instead of the Federal Express segment in 2025.

Additionally, the FedEx Dataworks, Inc. (“FedEx Dataworks”) operating segment is focused on creating solutions to transform the digital and physical experiences of our customers and team members.

For more information about FedEx Dataworks, FedEx Office, and FedEx Logistics, please see “FedEx Dataworks Operating Segment,” “FedEx Office Operating Segment,” and “FedEx Logistics Operating Segment” under “Business Segments” below.

The transaction, which would be implemented through the spin-off of shares of the new company to FedEx stockholders, is expected to be tax-free for U.S. federal income tax purposes for FedEx stockholders and be completed by June 2026.

In January 2025, the Board of Directors approved a change in FedEx's fiscal year end from May 31 to December 31.

The fiscal year change will be effective for the period beginning June 1, 2026.

With the significant growth of e-commerce and as our service mix continues to shift to deferred services, we are continuing to evolve to improve our operational efficiency and enhance profitability through one FedEx, Network 2.0 (our multi-year effort to improve the efficiency with which FedEx picks up, transports, and delivers packages in the U.S. and Canada), DRIVE (our comprehensive program to improve long-term profitability), and Tricolor (the redesign of the Federal Express international air network as part of the DRIVE program to improve efficiency and asset utilization).

We are building a simplified experience to better serve our customers with enhanced capabilities and transforming to operate with more flexibility, efficiency, and intelligence.

The DRIVE program includes a business optimization plan to drive efficiency among our transportation segments, lower our overhead and support costs, and transform our digital capabilities.

As of May 31, 2025, we had implemented Network 2.0 optimization in approximately 290 locations in the U.S. and Canada.

Using a market-by-market approach, service providers will handle the pickup and delivery of Federal Express packages in some locations while employee couriers will handle others.

Innovation inspired our start at FedEx over 50 years ago, and it is fueling our future as we combine logistics with digital intelligence.

Leveraging the capabilities of FedEx Dataworks, developments in data and technology, including artificial intelligence and machine learning, are facilitating the execution of our DRIVE transformation by creating new opportunities to improve our operational efficiency.

See “Business Segments” below for more information.

In September 2024, we launched fdx, a fully integrated data-driven commerce platform that connects the entire customer journey.

See “Federal Express Segment — Customer-Driven Technology — E-Commerce and Digital Solutions” below for more information.

In early 2025, we formed a new enterprise-wide Data & Technology team, which is focused on initiatives to streamline the technology used during the package delivery lifecycle; establish global standards across pickup-and-delivery, linehaul, sort, and clearance operations; and improve digital products and experiences for the FedEx enterprise and our customers.

The following describes in more detail the operations of each of our principal operating segments:

See “Operations” below for information regarding the consolidation of these operations into the surface operations of Federal Express.

U.S. and Canadian Services

Federal Express offers day-definite delivery service on Saturdays to over 40% of the Canadian population with FedEx Priority Overnight, FedEx Standard Overnight, and FedEx 2Day services.

International Services

Operations

Facilities at airports in Anchorage, Paris, Cologne, Guangzhou, and Osaka serve as sorting facilities for express package and freight traffic moving to and from Asia, Europe, and North America.

Additional major sorting and freight handling facilities are located at Narita Airport in Tokyo and Stansted Airport outside London.

The facilities in Paris, Cologne, Guangzhou, and Osaka are also designed to serve as regional air hubs for their respective market areas.

A facility in Miami serves our South Florida, Latin American, and Caribbean markets.

A central air hub near Liege, Belgium connects specific large European markets.

In addition to its worldwide air network, Federal Express operates road networks in North America, Europe, the Middle East, Asia, Australia, and South America.

Federal Express’s unique European road network connects more than 45 countries and territories through 27 transit hubs and more than 550 stations.

With the significant growth of e-commerce, and as our service mix continues to shift to deferred services, we are fundamentally redesigning our international air network to operate more efficiently.

The redesigned network continues to deploy FedEx-owned aircraft in the delivery of International Priority parcel shipments using our existing hub-and-spoke model.

Additionally, a portion of our owned aircraft fleet has been retimed to operate off-cycle, allowing us to build density, decongest hubs, and connect our global surface networks.

Finally, we are leveraging our global partner network as an adaptive capacity layer, particularly on imbalanced trade lanes, to move e-commerce and deferred volumes.

Throughout its worldwide network, Federal Express operates city stations and employs a staff of customer service agents, cargo handlers, and couriers who pick up and deliver shipments in the station’s service area.

In some international areas, independent agents

(“Global Service Participants”) have been selected to complete deliveries and to pick up packages.

See [Note [removed: 2](#i12a19dcd46ed4b8e8247334873a4101c_193)[1](#i12a19dcd46ed4b8e8247334873a4101c_193)] [added: 19](#i12a19dcd46ed4b8e8247334873a4101c_193)] of the accompanying consolidated financial statements, which is incorporated herein by reference, for a description of certain pending legal proceedings.

For the fiscal year ended May 31, [removed: 2025.][added: 2026.]

| [removed: Common] [added: Common] Stock, par value $0.10 per [removed: share] [added: share] | | | | | | [removed: FDX] [added: FDX] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: 0.450%] [added: 0.450%] Notes due [removed: 2025] [added: 2029] | | | | | | [removed: FDX 25A] [added: FDX 29A] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: 1.625%] [added: 1.625%] Notes due [removed: 2027] [added: 2027] | | | | | | [removed: FDX 27] [added: FDX 27] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: 0.450%] [added: 0.450%] Notes due [removed: 2029] [added: 2029] | | | | | | [removed: FDX 29A] [added: FDX 29B] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: 1.300%] [added: 1.300%] Notes due [removed: 2031] [added: 2031] | | | | | | [removed: FDX 31] [added: FDX 31B] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

| [removed: 0.950%] [added: 0.950%] Notes due [removed: 2033] [added: 2033] | | | | | | [removed: FDX 33] [added: FDX 33] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing price as of the last business day of the Registrant’s most recently completed second fiscal quarter, November 30, [removed: 2024,] [added: 2025,] was approximately [removed: $66.8] [added: $64.6] billion.

As of July [removed: 17, 2025, 235,899,098] [added: 16, 2026, 236,581,188] shares of the Registrant’s common stock were outstanding.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2025] [added: 2026] annual meeting of stockholders to be held on September [removed: 29, 2025] [added: 28, 2026] are incorporated by reference in response to Part III of this Report.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#i12a19dcd46ed4b8e8247334873a4101c_40)”; the “Trends Affecting Our Business,” “Business Optimization Costs,” “Income Taxes,” “Outlook,” “Reportable Segments,” [removed: “Liquidity Outlook,”] [added: “[Liquidity Outlook](#i12a19dcd46ed4b8e8247334873a4101c_94),”] and [removed: “Critical] [added: “[Critical] Accounting [removed: Estimates”] [added: Estimates](#i12a19dcd46ed4b8e8247334873a4101c_97)”] sections of “[Item 7.

Actual results may differ materially from those contemplated (expressed or implied) by such forward-looking statements, because of, among other things, the [removed: risk factors identified above and the other] risks and uncertainties [removed: you can find] [added: identified] in [removed: our press releases and other Securities and Exchange Commission (“SEC”) filings.][added: “[Item 1A.]

[removed: We] [added: Unless required to do so by law, we] are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

| [Item 1](#i12a19dcd46ed4b8e8247334873a4101c_16)[A](#i12a19dcd46ed4b8e8247334873a4101c_16)[.](#i12a19dcd46ed4b8e8247334873a4101c_16) [Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16) | | | | | | | | | | | | [removed: [21](#i12a19dcd46ed4b8e8247334873a4101c_16)] [added: [18](#i12a19dcd46ed4b8e8247334873a4101c_16)] | | |

| [Item 1B. Unresolved Staff Comments](#i12a19dcd46ed4b8e8247334873a4101c_19) | | | | | | | | | | | | [removed: [34](#i12a19dcd46ed4b8e8247334873a4101c_19)] [added: [32](#i12a19dcd46ed4b8e8247334873a4101c_19)] | | |

| [Item 1C](#i12a19dcd46ed4b8e8247334873a4101c_22)[.](#i12a19dcd46ed4b8e8247334873a4101c_22) [Cybersecurity](#i12a19dcd46ed4b8e8247334873a4101c_22) | | | | | | | | | | | | [removed: [34](#i12a19dcd46ed4b8e8247334873a4101c_22)] [added: [32](#i12a19dcd46ed4b8e8247334873a4101c_22)] | | |

| [Item 2. Properties](#i12a19dcd46ed4b8e8247334873a4101c_25) | | | | | | | | | | | | [removed: [36](#i12a19dcd46ed4b8e8247334873a4101c_25)] [added: [34](#i12a19dcd46ed4b8e8247334873a4101c_25)] | | |

| [Item 3. Legal Proceedings](#i12a19dcd46ed4b8e8247334873a4101c_28) | | | | | | | | | | | | [removed: [40](#i12a19dcd46ed4b8e8247334873a4101c_28)] [added: [36](#i12a19dcd46ed4b8e8247334873a4101c_28)] | | |

| [Item 4. Mine Safety Disclosures](#i12a19dcd46ed4b8e8247334873a4101c_31) | | | | | | | | | | | | [removed: [40](#i12a19dcd46ed4b8e8247334873a4101c_31)] [added: [36](#i12a19dcd46ed4b8e8247334873a4101c_31)] | | |

| [Information](#i12a19dcd46ed4b8e8247334873a4101c_34) [a](#i12a19dcd46ed4b8e8247334873a4101c_34)[bout](#i12a19dcd46ed4b8e8247334873a4101c_34) [o](#i12a19dcd46ed4b8e8247334873a4101c_34)[ur Executive Officers](#i12a19dcd46ed4b8e8247334873a4101c_34) | | | | | | | | | | | | [removed: [40](#i12a19dcd46ed4b8e8247334873a4101c_34)] [added: [37](#i12a19dcd46ed4b8e8247334873a4101c_34)] | | |

| [Item 5. Market](#i12a19dcd46ed4b8e8247334873a4101c_40) [f](#i12a19dcd46ed4b8e8247334873a4101c_40)[or Registrant’s Common Equity, Related Stockholder Matters, And Issuer Purchases Of Equity Securities](#i12a19dcd46ed4b8e8247334873a4101c_40) | | | | | | | | | | | | [removed: [42](#i12a19dcd46ed4b8e8247334873a4101c_40)] [added: [39](#i12a19dcd46ed4b8e8247334873a4101c_40)] | | |

| [Item 6. \[Reserved\]](#i12a19dcd46ed4b8e8247334873a4101c_43) | | | | | | | | | | | | [removed: [43](#i12a19dcd46ed4b8e8247334873a4101c_43)] [added: [40](#i12a19dcd46ed4b8e8247334873a4101c_43)] | | |

| [Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46) | | | | | | | | | | | | [removed: [43](#i12a19dcd46ed4b8e8247334873a4101c_46)] [added: [40](#i12a19dcd46ed4b8e8247334873a4101c_46)] | | |

| [Item 7A. Quantitative and Qualitative [removed: Disclosure About] [added: Disclosure](#i12a19dcd46ed4b8e8247334873a4101c_115)[s](#i12a19dcd46ed4b8e8247334873a4101c_115) [About] Market Risk](#i12a19dcd46ed4b8e8247334873a4101c_115) | | | | | | | | | | | | [removed: [67](#i12a19dcd46ed4b8e8247334873a4101c_115)] [added: [64](#i12a19dcd46ed4b8e8247334873a4101c_115)] | | |

| [Item 8. Financial Statements and Supplementary Data](#i12a19dcd46ed4b8e8247334873a4101c_118) | | | | | | | | | | | | [removed: [69](#i12a19dcd46ed4b8e8247334873a4101c_118)] [added: [66](#i12a19dcd46ed4b8e8247334873a4101c_118)] | | |

| [Item 9. Changes](#i12a19dcd46ed4b8e8247334873a4101c_196) [i](#i12a19dcd46ed4b8e8247334873a4101c_196)[n](#i12a19dcd46ed4b8e8247334873a4101c_196) [a](#i12a19dcd46ed4b8e8247334873a4101c_196)[nd Disagreements](#i12a19dcd46ed4b8e8247334873a4101c_196) [w](#i12a19dcd46ed4b8e8247334873a4101c_196)[ith Accountants](#i12a19dcd46ed4b8e8247334873a4101c_196) [o](#i12a19dcd46ed4b8e8247334873a4101c_196)[n Accounting](#i12a19dcd46ed4b8e8247334873a4101c_196) [a](#i12a19dcd46ed4b8e8247334873a4101c_196)[nd Financial Disclosure](#i12a19dcd46ed4b8e8247334873a4101c_196) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_196)] [added: [114](#i12a19dcd46ed4b8e8247334873a4101c_196)] | | |

| [Item 9A. Controls and Procedures](#i12a19dcd46ed4b8e8247334873a4101c_199) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_199)] [added: [114](#i12a19dcd46ed4b8e8247334873a4101c_199)] | | |

| [Item 9B. Other Information](#i12a19dcd46ed4b8e8247334873a4101c_202) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_202)] [added: [114](#i12a19dcd46ed4b8e8247334873a4101c_202)] | | |

| [Item 9C. Disclosure Regarding Foreign [removed: Jurisdiction](#i12a19dcd46ed4b8e8247334873a4101c_205) [t](#i12a19dcd46ed4b8e8247334873a4101c_205)[hat] [added: Jurisdiction](#i12a19dcd46ed4b8e8247334873a4101c_205)[s](#i12a19dcd46ed4b8e8247334873a4101c_205) [](#i12a19dcd46ed4b8e8247334873a4101c_205)[t](#i12a19dcd46ed4b8e8247334873a4101c_205)[hat] Prevent Inspections](#i12a19dcd46ed4b8e8247334873a4101c_205) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_205)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_205)] | | |

| [Item 10. Directors, Executive Officers,](#i12a19dcd46ed4b8e8247334873a4101c_211) [a](#i12a19dcd46ed4b8e8247334873a4101c_211)[nd Corporate Governance](#i12a19dcd46ed4b8e8247334873a4101c_211) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_211)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_211)] | | |

| [Item 11. Executive Compensation](#i12a19dcd46ed4b8e8247334873a4101c_214) | | | | | | | | | | | | [removed: [113](#i12a19dcd46ed4b8e8247334873a4101c_214)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_214)] | | |

| [Item 12. Security Ownership](#i12a19dcd46ed4b8e8247334873a4101c_217) [o](#i12a19dcd46ed4b8e8247334873a4101c_217)[f Certain Beneficial Owners](#i12a19dcd46ed4b8e8247334873a4101c_217) [a](#i12a19dcd46ed4b8e8247334873a4101c_217)[nd Management](#i12a19dcd46ed4b8e8247334873a4101c_217) [a](#i12a19dcd46ed4b8e8247334873a4101c_217)[nd Related Stockholder Matters](#i12a19dcd46ed4b8e8247334873a4101c_217) | | | | | | | | | | | | [removed: [114](#i12a19dcd46ed4b8e8247334873a4101c_217)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_217)] | | |

| [Item 13. Certain Relationships](#i12a19dcd46ed4b8e8247334873a4101c_220) [a](#i12a19dcd46ed4b8e8247334873a4101c_220)[nd Related Transactions,](#i12a19dcd46ed4b8e8247334873a4101c_220) [a](#i12a19dcd46ed4b8e8247334873a4101c_220)[nd Director Independence](#i12a19dcd46ed4b8e8247334873a4101c_220) | | | | | | | | | | | | [removed: [114](#i12a19dcd46ed4b8e8247334873a4101c_220)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_220)] | | |

| [Item 14. Principal Accountant Fees](#i12a19dcd46ed4b8e8247334873a4101c_223) [a](#i12a19dcd46ed4b8e8247334873a4101c_223)[nd Services](#i12a19dcd46ed4b8e8247334873a4101c_223) | | | | | | | | | | | | [removed: [114](#i12a19dcd46ed4b8e8247334873a4101c_223)] [added: [115](#i12a19dcd46ed4b8e8247334873a4101c_223)] | | |

| [Item 15. Exhibits](#i12a19dcd46ed4b8e8247334873a4101c_229) [a](#i12a19dcd46ed4b8e8247334873a4101c_229)[nd Financial Statements Schedules](#i12a19dcd46ed4b8e8247334873a4101c_229) | | | | | | | | | | | | [removed: [115](#i12a19dcd46ed4b8e8247334873a4101c_229)] [added: [116](#i12a19dcd46ed4b8e8247334873a4101c_229)] | | |

| [Item 16. Form 10-K Summary](#i12a19dcd46ed4b8e8247334873a4101c_232) | | | | | | | | | | | | [removed: [123](#i12a19dcd46ed4b8e8247334873a4101c_232)] [added: [125](#i12a19dcd46ed4b8e8247334873a4101c_232)] | | |

| 3.500% Notes due 2032 | | | | | | FDX 32 | | | | | | New York Stock Exchange | | |

| 0.950% Notes due 2033 | | | | | | FDX 33A | | | | | | New York Stock Exchange | | |

| 4.125% Notes due 2037 | | | | | | FDX 37 | | | | | | New York Stock Exchange | | |

Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)” and the other risks and uncertainties you can find in our press releases and other Securities and Exchange Commission (“SEC”) filings.

Our ability to attract and retain customers, efficiently operate our businesses, execute our [removed: DRIVE transformation, including Network 2.0,] [added: transformation initiatives,] and compete effectively increasingly depends in part upon the sophistication, security, and reliability of our technology network, including our ability to provide features of service that are important to our customers, to protect our confidential business information and the information provided by our customers, and to maintain customer confidence in our ability to protect our systems and to provide services consistent with their expectations.

Our IT risk management team, including our Corporate Vice President [removed: –] [added: -] Chief Information Security Officer (“CISO”), communicates with senior management on the cybersecurity risk posture of our IT assets, strives to ensure consistent risk remediation activities, and monitors the effectiveness of our IT-related controls.

Our processes are also designed to address cybersecurity risks associated with third-party service providers, including risk assessment and due diligence during selection and [removed: oversight.][added: oversight of activities throughout the vendor lifecycle.]

Key third parties undergo regular assessments to gauge cybersecurity control effectiveness, with heightened review of those with access to non-public [removed: data.][added: data or critical systems.]

In the last [removed: three] [added: four] fiscal years to date, we have not identified any risks from cybersecurity threats or become aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition.

For more information about cybersecurity-related risks, please see “[Item [removed: 1A.][added: 1A.](#i12a19dcd46ed4b8e8247334873a4101c_16) [Risk](#i12a19dcd46ed4b8e8247334873a4101c_16) [Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)” of this Annual Report.]

Our CISO, who reports to the [removed: Chief] Executive [added: Vice President – Chief Digital and Information] Officer, leads our information security team and has management responsibility for overseeing FedEx’s cybersecurity program, including assessing and managing material risks from cybersecurity threats.

[added: The CISO,] who has over 25 years of experience at FedEx and has received industry-recognized information security certifications, oversees an information security organization of more than 400 security, risk, and compliance professionals based in the U.S. and internationally across the FedEx enterprise.

Our [removed: CISO reports to the Chief] Executive [removed: Officer,] [added: Vice President – Chief Digital] and [added: Information Officer is a member of] the FedEx Executive [removed: Committee] [added: Committee, which] oversees our business risk, with cybersecurity threat risks being a regular topic of discussion.

FedEx increasingly utilizes artificial intelligence-enabled technologies (“AI”) within its operations and also evaluates risks associated with the use of AI by third-party vendors and service providers.

AI-related security and governance risks are considered as part of FedEx’s broader cybersecurity and enterprise risk management processes.

These considerations include, among other factors, risks related to data integrity, model governance, access controls, third-party dependencies, and the potential misuse of AI-enabled systems.

We have an AI policy to support the responsible use of AI technologies in our operations, with a focus on enhancing business effectiveness while managing ethical, legal, cybersecurity, data privacy, and other technology-related risks.

We also established an AI Council comprised of a cross-functional group of employees to support the responsible evaluation, governance, and use of AI technologies across the enterprise.

\-32-

\-33-

\-34-

“Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)” of this Form 10-K.

The CISO,

\-35-

Federal [removed: Express Segment][added: Express]

As of May 31, [removed: 2025,] [added: 2026,] Federal Express’s aircraft fleet consisted of the following:

| Description | | | | | | Owned | | | | | | Leased | | | | | | Total | | | | | | [added: Not Yet Placed in Service(1) | | | | | |] Maximum Gross Structural Payload (Pounds per Aircraft) | | |

| Boeing B777F | | | | | | 56 | | | | | | 3 | | | | | | [removed: 59(1)] [added: 59] | | | | | | [added: 0 | | | | | |] 233,300 | | |

| Boeing MD-11 | | | | | | [removed: 34] [added: 29] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 34] [added: 29] | | | | | | [added: 0 | | | | | |] 192,600 | | |

| Boeing 767F | | | | | | [removed: 145] [added: 152] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 145(1)] [added: 152] | | | | | | [added: 1 | | | | | |] 127,100 | | |

| Airbus A300-600 | | | | | | [removed: 58] [added: 57] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 58] [added: 57] | | | | | | [added: 0 | | | | | |] 106,600 | | |

| Boeing 757-200 | | | | | | [removed: 90] [added: 86] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 90] [added: 86] | | | | | | [added: 0 | | | | | |] 63,000 | | |

| ATR-72 600F | | | | | | [removed: 24] [added: 27] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 24] [added: 27] | | | | | | [added: 2 | | | | | |] 19,290 | | |

| ATR-72 | | | | | | 19 | | | | | | [removed: —] [added: 0] | | | | | | 19 | | | | | | [added: 0 | | | | | |] 17,970 | | |

| ATR-42 | | | | | | 16 | | | | | | [removed: —] [added: 0] | | | | | | 16 | | | | | | [added: 0 | | | | | |] 12,070 | | |

| Cessna 408 | | | | | | [removed: 27] [added: 39] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 27] [added: 39] | | | | | | [added: 2 | | | | | |] 6,000 | | |

| Cessna 208B | | | | | | [removed: 226] [added: 216] | | | | | | [removed: —] [added: 0] | | | | | | [removed: 226] [added: 216] | | | | | | [added: 0 | | | | | |] 2,830 | | |

(1) Includes [removed: one] [added: five] aircraft not currently in operation and undergoing pre-service modifications.

In [removed: 2025,] [added: 2026,] we made the decision to permanently retire from service [removed: 12] [added: 10] aircraft, including [removed: two] [added: four] Boeing 757-200 aircraft, [removed: seven] [added: one] Airbus A300-600 [removed: aircraft] [added: aircraft,] and [removed: three] [added: five] Boeing MD-11 [removed: aircraft, and eight related engines.][added: aircraft.]

See the “Results of Operations and Outlook — Consolidated Results — [removed: Goodwill and Other] Asset Impairment Charges” section of “[Item 7.

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” of this Annual Report for more information regarding the retirements, and the [removed: “Federal Express Segment] [added: “Business Segments] — [removed: Operations”] [added: Federal Express”] section of “[Item 1.

As of May 31, [removed: 2025,] [added: 2026,] Federal Express operated approximately [removed: 78,000] [added: 82,000] motorized vehicles in its global network and also conducts certain linehaul and pickup-and-delivery operations primarily with approximately [removed: 95,000] [added: 100,000] motorized vehicles owned or leased by independent service providers.

The following table is a summary of the number and type of aircraft we were committed to purchase as of May 31, [removed: 2025,] [added: 2026,] with the year of expected delivery:

| | | | Cessna SkyCourier 408 | | | | | | ATR 72-600F | | | | | | [removed: B767F] | | | | | | B777F | | | | | | Total | | |

| 2027 | | | [removed: 4] [added: 9] | | | | | | [removed: 3] [added: 5] | | | | | | [removed: —] | | | | | | 5 | | | | | | [removed: 12] [added: 19] | | |

| 2028 | | | [removed: —] [added: 2] | | | | | | 4 | | | | | | [removed: —] | | | | | | 5 | | | | | | [removed: 9] [added: 11] | | |

| 2029 | | | [removed: —] [added: 0] | | | | | | 4 | | | | | | [removed: —] | | | | | | [removed: —] [added: 0] | | | | | | 4 | | |

| 2030 | | | [removed: —] [added: 0] | | | | | | 2 | | | | | | [removed: —] | | | | | | [removed: —] [added: 0] | | | | | | 2 | | |

| Thereafter | | | [removed: —] [added: 0] | | | | | | [removed: —] [added: 0] | | | | | | [removed: —] | | | | | | [removed: —] [added: 0] | | | | | | [removed: —] [added: 0] | | |

| Total | | | [removed: 23] [added: 11] | | | | | | [removed: 16] [added: 15] | | | | | | [removed: 7] | | | | | | 10 | | | | | | [removed: 56] [added: 36] | | |

As of May 31, [removed: 2025,] [added: 2026,] we had [removed: $590] [added: $727] million in deposits and progress payments on aircraft purchases and other planned aircraft-related transactions.

See [Note [removed: 1](#i12a19dcd46ed4b8e8247334873a4101c_187)[9](#i12a19dcd46ed4b8e8247334873a4101c_187)] [added: 17](#i12a19dcd46ed4b8e8247334873a4101c_187)] of the accompanying consolidated financial statements for more information about our purchase commitments and options.

At May 31, [removed: 2025,] [added: 2026,] Federal Express operated the following major air sorting and handling facilities:

| Memphis, Tennessee | | | | | | [removed: 953] [added: 967] | | | | | | [removed: 5,058,299] [added: 5,115,929] | | | | | | 484,000 | | | | | | Memphis-Shelby County Airport Authority | | | | | | 2036 | | |

| Indianapolis, Indiana(2) | | | | | | 449 | | | | | | [removed: 3,002,925] [added: 3,229,112] | | | | | | 164,000 | | | | | | Indianapolis Airport Authority | | | | | | 2053 | | |

| Chicago, Illinois | | | | | | 54 | | | | | | 481,350 | | | | | | [removed: 24,000] [added: 21,000] | | | | | | City of Chicago | | | | | | 2028 | | |

| Anchorage, Alaska(5) | | | | | | 64 | | | | | | [removed: 375,300] [added: 417,300] | | | | | | 25,000 | | | | | | State of Alaska, Department of Transportation and Public Facilities | | | | | | 2078 | | |

(6)Handles intra-Europe express package and freight [removed: shipments, as well as] [added: shipments and] international express package and freight shipments to and from Europe.

(7)Handles intra-Asia express package and freight [removed: shipments, as well as] [added: shipments and] international express package and freight shipments to and from Asia.

[removed: A] central air hub near Liege, Belgium connects specific large European markets.

As of May 31, [removed: 2025,] [added: 2026,] Federal Express owned or leased approximately [removed: 650] [added: 1,085] facilities for [removed: city station] operations in the U.S. [removed: As of May 31, 2025, Federal Express owned or leased approximately 1,150 additional sorting] and [removed: distribution centers in the U.S. and 100] [added: 96] sorting and distribution centers in Canada that support its [removed: U.S. and Canada surface] [added: Surface] operations.

See the [removed: “Federal Express Segment] [added: “Business Segments] — [removed: Operations”] [added: Federal Express”] section of “[Item 1.

The facilities range in size from approximately 1,000 to 1,160,000 square feet, with an average size of approximately [removed: 124,000] [added: 130,000] square feet.

Federal Express leases [added: a] state-of-the-art technology [removed: centers] [added: center] in Collierville, [removed: Tennessee and Colorado Springs, Colorado.][added: Tennessee.]

| Total | | | | | | 697 | | | | | | 3 | | | | | | 700 | | | | | | 5 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2031 | | | 0 | | | | | | 0 | | | | | | | | | | | | 0 | | | | | | 0 | | |

\-34-

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

\-35-

Federal Express leases additional space to support our international operations, which are located in Hoofddorp, The Netherlands and Singapore.

FedEx Supply Chain

As of May 31, 2026, FedEx Supply Chain operates over 150 facilities.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | 695 | | | | | | 3 | | | | | | 698 | | | | | | | | |

Additionally, we have extended the retirement of the entire Boeing MD-11 fleet from 2028 to the end of 2032.

\-36-

| 2026 | | | 19 | | | | | | 3 | | | | | | 7 | | | | | | — | | | | | | 29 | | |

\-37-

| Greensboro, N. Carolina | | | | | | 165 | | | | | | 595,000 | | | | | | 23,000 | | | | | | Piedmont Triad Airport Authority | | | | | | 2031 | | |

\-38-

This included approximately 720 legacy FedEx Ground and 530 legacy FedEx Express facilities.

Federal Express international headquarters are located in Hoofddorp, The Netherlands.

FedEx Freight Segment

FedEx Freight’s corporate headquarters are located in Memphis, Tennessee, with some administrative offices in Harrison, Arkansas.

As of May 31, 2025, FedEx Freight operated nearly 30,000 motorized vehicles and approximately 355 service centers, which are strategically located to provide service throughout North America.

These facilities range in size from approximately 1,000 to 280,000 square feet of office and dock space.

\-39-

FedEx Logistics Operating Segment

Information regarding executive officers of FedEx as of July [removed: 21, 2025] [added: 20, 2026] is as follows:

| Rajesh Subramaniam President and Chief Executive Officer and Director | | | [removed: 59] [added: 60] | | | President of FedEx since March 2019 and Chief Executive Officer of FedEx since June 2022; President and Chief Executive Officer of Federal Express since June 1, 2024; director of FedEx since January 2020; Chief Executive Officer–Elect of FedEx from March 2022 to May 2022; Chief Operating Officer of FedEx from March 2019 to March 2022; President and Chief Executive Officer of Federal Express from January 2019 to March 2019; Executive Vice President — Chief Marketing and Communications Officer of FedEx from January 2017 to December 2018; Executive Vice President — Marketing & Communications of FedEx Services from 2013 to January 2017; Senior Vice President — Marketing of FedEx Services from 2006 to 2013; Senior Vice President — Canada of Federal Express from 2003 to 2006; Vice President — Marketing/APAC of Federal Express from 2000 to 2003; Vice President — APAC, EC & CS of Federal Express from 1999 to 2000; and various management and marketing analyst positions at Federal Express from 1991 to 1999. Mr. Subramaniam serves as a director of The [removed: Proctor] [added: Procter] & Gamble Company, a consumer products company. | | |

| Gina F. Adams Executive Vice President, General Counsel and Secretary | | | [removed: 66] [added: 67] | | | Executive Vice President, General Counsel and Secretary of FedEx since September [removed: 24,] 2024; Executive Vice President and General Counsel–Elect of FedEx [removed: from September 1, 2024 through] [added: during] September [removed: 23,] 2024; Corporate Vice President, Government & Regulatory Affairs of FedEx from 2019 through August 2024; Corporate Vice President, Government Affairs of FedEx from 2001 to 2019; Staff Vice President, International Government Affairs of FedEx from 1999 to 2001; and various government and regulatory affairs positions with FedEx and Federal Express from 1992 to 1999. Prior to that, Ms. Adams worked in the Office of the General Counsel of the U.S. Department of Transportation for nine years. Ms. Adams serves as a director of Entergy Corporation, an integrated energy company. | | |

| Tracy B. Brightman Executive Vice President — Chief People Officer | | | [removed: 62] [added: 63] | | | Executive Vice President — Chief People Officer of FedEx since June 2023; Corporate Vice President — Chief People Officer of FedEx from November 2022 to June 2023; General Counsel & Senior Vice President — Legal and Human Resources of FedEx Office from October 2020 to November 2022; Senior Vice President — Human Resources and Communications of FedEx Office from April 2018 to October 2020; Senior Vice President — Human Resources of FedEx Office from July 2007 to March 2018; Vice President — Field Human Resources Operations of FedEx Office from January 2005 to June 2007; Vice President — Assistant General Counsel and Assistant Secretary of FedEx Office from April 2004 to January 2005; and Director, Litigation and Employment Counsel of FedEx Office from September 2002 to April 2004. | | |

| Brie A. Carere Executive Vice President — Chief Customer Officer | | | [removed: 47] [added: 48] | | | Executive Vice President — Chief Customer Officer of FedEx since June 2022; Executive Vice President — Chief Marketing and Communications Officer of FedEx from January 2019 to May 2022; Senior Vice President, Global Portfolio Marketing of FedEx Services from October 2016 to December 2018; Vice President, Marketing, Customer Experience and Corporate Communications for FedEx Express Canada from October 2010 to October 2016; and various positions in marketing, customer experience, and strategy with FedEx Express Canada from 2001 to October 2010. Ms. Carere serves as a director of ZipRecruiter, Inc., an online employment marketplace. | | |

| Richard W. Smith Chief Operating Officer — International and Chief Executive Officer — Airline, Federal Express | | | [removed: 47] [added: 48] | | | Chief Operating Officer — International and Chief Executive Officer — Airline of Federal Express since June 1, 2024; President and Chief Executive Officer — Airline and International of Federal Express from April [removed: 16,] 2023 to May [removed: 31,] 2024; President and Chief Executive Officer of Federal Express from September 2022 to April 2023; President and Chief Executive Officer–Elect of Federal Express from April 2022 to August 2022; Regional President, The Americas and Executive Vice President, Global Support of Federal Express from 2020 to March 2022; Regional President, U.S. and Executive Vice President, Global Support of Federal Express from 2019 to 2020; President and Chief Executive Officer of FedEx Logistics from July 2017 to 2019; Senior Vice President, Global Trade and Specialty Services of Federal Express from March 2017 to June 2017; Vice President, Global Trade Services of Federal Express from 2014 to 2017; Managing Director, Life Sciences and Specialty Services/U.S./International of Federal Express from 2009 to 2014; and various positions with FedEx from 2005 to 2009. | | |

\-36-

| R. Brad Martin Executive Chairman and Chair of the Board | | | 74 | | | Executive Chairman of FedEx since September 2025 and Chairman of the FedEx Board since June 2025. Chairman of RBM Venture Company, a private investment company, since 2007. Chairman and Chief Executive Officer of Riverview Acquisition Corp., an investment company, from April 2021 to August 2022. Mr. Martin serves as Chairman of the Board and a director of FedEx Freight Holding Company, Inc., North America’s largest less-than-truckload carrier. | | |

\-37-

| Kawal Preet Executive Vice President, Planning, Engineering, and Transformation | | | 51 | | | Executive Vice President, Planning, Engineering, and Transformation of FedEx since October 2025; Regional President Asia Pacific from June 2024 to September 2025; Regional President Asia Pacific, Middle East, and Africa from June 2020 to May 2024; Senior Vice President, Operations from June 2017 to June 2020; Vice President, Planning & Engineering from July 2014 to May 2017; and various positions with FedEx from July 1997 to June 2014. Ms. Preet also serves as a director of Intertek Group PLC, a British multinational assurance, inspection, and product testing certification company. | | |

| Scott Ray Chief Operating Officer — U.S. and Canada | | | 57 | | | Chief Operating Officer — U.S. and Canada since June 2026; Chief Operating Officer-Elect — U.S. and Canada from February 2026 to May 2026; President, FedEx Ground from April 2023 to January 2026; Executive Vice President and Chief Operating Officer, FedEx Ground, from January 2022 to April 2023; Senior Vice President, FedEx Ground from June 2012 to December 2021; and various positions with FedEx from July 1987 to May 2012. | | |

| | | | | | | | | |

| Claude F. Russ Enterprise Vice President, Finance and Interim Chief Financial Officer and Interim Chief Accounting Officer | | | 50 | | | Enterprise Vice President, Finance since July 2023 and Interim Chief Financial Officer and Interim Chief Accounting Officer since June 2026; Chief Operating Officer, FedEx Dataworks from January 2021 to July 2023; Senior Vice President — Revenue Management, FedEx Services from November 2018 to January 2021; Senior Vice President of Finance and Chief Financial Officer for FedEx Freight from November 2016 to November 2018; and various positions with FedEx from February 2002 to November 2016. | | |

| | | | | | | | | |

| | | | | | | | | |

| Vishal Talwar Executive Vice President, Chief Digital and Information Officer (CDIO) of FedEx, and President of FedEx Dataworks | | | 49 | | | Executive Vice President, Chief Digital and Information Officer (CDIO) of FedEx, and President of FedEx Dataworks since August 2025; Senior Managing Director and Chief Growth Officer of Accenture Technology from April 2015 to August 2025. Mr. Talwar serves as a director of Fastenal Company, a distributor of fasteners and industrial and construction supplies. | | |

\-38-

\-40-

| John W. Dietrich Executive Vice President and Chief Financial Officer | | | 60 | | | Executive Vice President and Chief Financial Officer of FedEx since August 1, 2023; Executive Vice President and Chief Financial Officer–Elect of FedEx from July 17, 2023 to July 31, 2023; President and Chief Executive Officer and a director of Atlas Air Worldwide Holdings, Inc. (“Atlas”), a global provider of outsourced aircraft and aviation operating services, from January 1, 2020 to June 15, 2023; President and Chief Operating Officer of Atlas from July 2019 to January 2020; Executive Vice President and Chief Operating Officer of Atlas from September 2006 to July 2019; and various senior executive positions at Atlas from March 2003 to September 2006, including Senior Vice President, General Counsel, Chief Human Resources Officer, Corporate Secretary, and head of Information Technology and Corporate Communications functions. Mr. Dietrich serves as a director of AAR Corp., a global aerospace and defense aftermarket solutions company, and First Horizon Corporation, a financial services company. | | |

| John A. Smith Chief Operating Officer — United States and Canada, Federal Express | | | 63 | | | Chief Operating Officer — United States and Canada of Federal Express since June 1, 2024; President and Chief Executive Officer — U.S. and Canada Ground Operations of Federal Express from April 16, 2023 to May 31, 2024; President and Chief Executive Officer of FedEx Ground from June 2021 to April 2023; President and Chief Executive Officer–Elect of FedEx Ground from March 2021 to May 2021; President and Chief Executive Officer of FedEx Freight from August 2018 to February 2021; President and Chief Executive Officer—Select of FedEx Freight from May 2018 to August 2018; Senior Vice President — Operations of FedEx Freight from May 2015 to May 2018; Vice President — Safety, Fleet Maintenance and Facilities Services of FedEx Freight from June 2011 to May 2015; Vice President — Operations of FedEx National LTL, Inc. from April 2010 to June 2011; Vice President — Transportation/Fleet Maintenance of FedEx National LTL, Inc. from March 2008 to April 2010; and various management positions at FedEx Freight from 2000 to 2008. Mr. Smith has been selected to serve as President and Chief Executive Officer of the new publicly traded company to be created upon the separation of FedEx Freight. | | |

\-41-

FedEx’s common stock is listed on the New York Stock Exchange under the symbol “FDX.” As of July [removed: 17, 2025,] [added: 16, 2026,] there were [removed: 11,538] [added: 10,211] holders of record of our common stock.

In March 2024, our Board of Directors authorized the repurchase of up to $5.0 billion of FedEx common [removed: stock.][added: stock (“2024 program”).]

As of [removed: July 21, 2025, approximately $1.6] [added: May 31, 2026, $1.3] billion remained available to [removed: be used] [added: use] for repurchases under the [added: 2024] program.

Shares under the [added: 2026] program may be repurchased from time to time in the open market or in privately negotiated transactions.

Management’s Discussion and Analysis of Results of Operations and Financial Condition](#i12a19dcd46ed4b8e8247334873a4101c_46)” and [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_133) [added: and [Note 20](#i12a19dcd46ed4b8e8247334873a4101c_2048)] of the consolidated financial statements included in “[Item 8.

Financial Statements and Supplementary Data](#i12a19dcd46ed4b8e8247334873a4101c_118)” of this Annual Report for additional information regarding our stock [removed: repurchases during 2025] [added: repurchase programs] and [removed: expected stock repurchases during] [added: purchases made under the 2024 program through July 20,] 2026.

Common Stock Performance [removed: Graph:][added: Graph]

*The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the [removed: SEC,] [added: Securities and Exchange Commission (the “SEC”),] nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.*

The following graph compares the cumulative total shareholder return on our common stock for the periods indicated with the Standard & Poor's ("S&P") 500 index and the Dow Jones Transportation Average [removed: index.][added: index:]

[removed: ][added: ]

| | | | May 31, | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| | | | [removed: 2020] [added: 2021] | | | [removed: 2021] | | | 2022 | | | [added: | | |] 2023 | | | [added: | | |] 2024 | | | [added: | | |] 2025 | | | [added: | | | 2026 | | |]

[removed: (1)Assumes] [added: (1) Assumes] $100 invested in FedEx common stock and in each index on May 31, [removed: 2020] [added: 2021] and that all dividends are reinvested.

We did not issue any of our equity securities during the year ended May 31, 2026 that were not registered under the Securities Act of 1933, as amended.

In June 2026, we repurchased $0.3 billion of our common stock through open market transactions and executed an accelerated share repurchase agreement (“ASR”) to repurchase $1.0 billion of our common stock with a completion date by the end of September 2026.

There are no amounts remaining available to be used for repurchases under the 2024 program.

On July 20, 2026, our Board of Directors authorized a new stock repurchase program for additional repurchases of up to $5.0 billion of FedEx common stock (“2026 program”).

The program does not have any specified time limit and does not obligate us to purchase any particular amount of shares, but our Board of Directors may determine to suspend or discontinue the program at any time.

\-39-

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| FedEx Corporation | | | $ | 100.0 | | | | | $ | 72.2 | | | | | $ | 71.7 | | | | | $ | 85.2 | | | | | $ | 74.8 | | | | | $ | 144.3 | |

| S&P 500 Index | | | 100.0 | | | | | | 99.7 | | | | | | 102.6 | | | | | | 131.5 | | | | | | 149.3 | | | | | | 193.8 | | |

| Dow Jones Transportation Average Index | | | 100.0 | | | | | | 90.8 | | | | | | 87.1 | | | | | | 96.7 | | | | | | 93.3 | | | | | | 136.0 | | |

In February 2025, we acquired RouteSmart Technologies, Inc. (“RouteSmart”), a global leader in route planning and optimization solutions, and the consideration paid to certain former stockholders of RouteSmart consisted in part of 359,052 unregistered shares of our common stock valued at approximately $90 million as of the acquisition date.

In May 2025, in connection with pre-closing period financial statement adjustments, we issued another 1,510 unregistered shares of our common stock valued at less than $500,000 to the former RouteSmart stockholders pursuant to the terms of the acquisition agreement.

The foregoing transactions did not involve any underwriters or underwriting discounts or commissions.

The shares of our common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a privately negotiated transaction not involving any public offerings or solicitations.

See [Note 4](#i12a19dcd46ed4b8e8247334873a4101c_1741) of the accompanying audited consolidated financial statements for additional information regarding the RouteSmart acquisition.

As part of this program, we repurchased 2.1 million shares for $500 million in the open market during the fourth quarter of 2025.

In fiscal 2026 we have completed $500 million of share repurchases through open market transactions through July 21, 2025 and expect to continue repurchasing additional shares of our common stock subject to market conditions, our liquidity needs, and other factors.

No time limits were set for completion of the program; however, we may decide to suspend or discontinue the program.

The following table provides additional information on our repurchases of our common stock during the fourth quarter of 2025:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs ($ in millions) | | |

| Mar. 1-31, 2025 | | | | | | 1,775,000 | | | | | | $ | 242.43 | | | | | 1,775,000 | | | | | | $ | 2,134 | |

| Apr. 1-30, 2025 | | | | | | 287,186 | | | | | | $ | 242.78 | | | | | 287,186 | | | | | | $ | 2,064 | |

| May 1-31, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,064 | |

| Total | | | | | | 2,062,186 | | | | | | | | | | | | 2,062,186 | | | | | | $ | 2,064 | |

\-42-

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| FedEx Corporation | | | $ | 100.00 | | $ | 244.20 | | $ | 176.29 | | $ | 175.00 | | $ | 208.06 | | $ | 182.43 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 140.25 | | $ | 139.83 | | $ | 143.91 | | $ | 184.48 | | $ | 209.42 | |

| Dow Jones Transportation Average Index | | | $ | 100.00 | | $ | 178.01 | | $ | 163.66 | | $ | 159.29 | | $ | 179.75 | | $ | 176.03 | |

Management, with the participation of our principal executive and financial officers, assessed our internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] the end of our fiscal year.

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2025.][added: 2026.]

The effectiveness of our internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] has been audited by Ernst & Young LLP (PCAOB ID: 42), the independent registered public accounting firm who also audited the Company’s consolidated financial statements included in this Annual [removed: Report on Form 10-K.][added: Report.]

Ernst & Young LLP’s report on the Company’s internal control over financial reporting is included in this Annual [removed: Report on Form 10-K.][added: Report.]

To the Stockholders and [added: the] Board of Directors of [added: FedEx Corporation]

[removed: FedEx Corporation][added: *FEDEX CORPORATION*]

We have audited FedEx Corporation’s internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FedEx Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, cash flows and changes in common stockholders’ investment for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] and the related notes and our report dated July [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of FedEx Corporation (the Company) as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, cash flows and changes in common stockholders’ investment for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 21, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | The Company sponsors defined benefit pension plans that provide retirement benefits to certain U.S. employees. At May 31, [removed: 2025,] [added: 2026,] the Company’s aggregated projected benefit obligation for U.S. pension plans was [removed: $26.0] [added: $27.1] billion, which was less than the [removed: $26.6] [added: $28.5] billion fair value of U.S. pension plan assets, resulting in a funded status of [removed: $0.6] [added: $1.4] billion. As explained in [removed: Note 1] [added: [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_133)] and [removed: Note 14] [added: [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_169)[2](#i12a19dcd46ed4b8e8247334873a4101c_169)] to the consolidated financial statements, the Company’s projected benefit obligation for the U.S. pension plans is measured using actuarial techniques that reflect management’s [removed: assumptions for discount rate and demographic experience, such as mortality and retirement ages.] [added: assumptions.] Auditing the projected benefit obligation of the U.S. pension plans was complex due to the highly judgmental nature and significant effect of the discount rate used in the measurement process. The discount rate has a significant effect on the projected benefit obligation and is developed by utilizing the yield on a theoretical portfolio of high-grade corporate bonds with cash flows that are designed to match expected benefit payments in future years. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for estimating the projected benefit obligation of the U.S. pension plans, including management’s review of the [removed: significant assumptions] [added: discount rate] and assessment of the data inputs provided to the actuary. To test the projected benefit obligation of the U.S. pension plans, our audit procedures included, among others, evaluating the [removed: methodologies used, the significant actuarial assumptions described above,] [added: methodologies, discount rate,] and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the change in the projected benefit obligation of the U.S. pension plans from the prior year due to the change in service cost, interest cost, actuarial gains, and benefit payments. In addition, we involved our actuarial specialists to assist in evaluating management’s methodology for determining the discount rate. As part of this assessment, we compared management’s selected discount rate to an independently developed range of reasonable discount rates. Additionally, we compared the projected future cash flows of the U.S. pension plans to the prior year projections and compared the current year benefits paid to the prior year projected cash flows. We also tested the completeness and accuracy of the underlying data, including the participant data provided to management’s actuarial specialists. | | |

| *Description of the Matter* | | | | | | At May 31, [removed: 2025,] [added: 2026,] the Company’s self-insurance accruals reflected in the balance sheet were [removed: $5.9] [added: $6.4] billion. As explained in [removed: Note 1] [added: [Note 1](#i12a19dcd46ed4b8e8247334873a4101c_133)] to the consolidated financial statements, self-insurance accruals include costs associated with [added: vehicle accidents,] workers’ compensation claims, [removed: vehicle accidents,] property and cargo loss, general business liabilities, and benefits paid under employee disability programs. These accrued liabilities are primarily based on the actuarially estimated cost of claims, including incurred-but-not-reported (IBNR) claims. Auditing the Company’s self-insurance accruals [added: for vehicle accidents and workers’ compensation claims] is complex due to the significant measurement uncertainty inherent to the estimate, the application of management judgment, and the use of various actuarial methods. In addition, the accruals are sensitive due to the volume of claims and the amount of time that can pass before the final cost is known. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for estimating self-insurance [removed: accruals,] [added: accruals for vehicle accidents and workers’ compensation claims,] including management’s review of actuarial estimates and assessment of data underlying the accruals. To evaluate the self-insurance [removed: accruals,] [added: accruals for vehicle accidents and workers’ compensation claims,] our audit procedures included, among others, testing the completeness and accuracy of the underlying claims data used by the Company. We involved our actuarial specialists to assist in our evaluation of the methodologies applied by management in establishing the actuarially determined accrual and in reviewing the Company’s reinsurance contracts by policy year to assess the Company’s self-insured retentions, deductibles, and coverage limits. We compared the Company’s accrued amounts to a range developed by our actuarial specialists. Furthermore, we compared the Company’s historical estimates of expected incurred losses to actual losses experienced during the current year. | | |

| | | | [added: 2026 | | | | | |] 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 5,502] [added: 13,311] | | | | | $ | [removed: 6,501] [added: 5,502] | |

| Receivables, less allowances of [removed: $773] [added: $864] and [removed: $775] [added: $773] | | | [removed: 11,368] [added: 12,672] | | | | | | [removed: 10,087] [added: 11,368] | | |

| Spare parts, supplies, and fuel, less allowances of [removed: $308] [added: $324] and [removed: $288] [added: $308] | | | [removed: 602] [added: 669] | | | | | | [removed: 614] [added: 602] | | |

| Prepaid expenses and other | | | [removed: 914] [added: 1,251] | | | | | | [removed: 1,005] [added: 914] | | |

| Total current assets | | | [removed: 18,386] [added: 27,903] | | | | | | [removed: 18,207] [added: 18,386] | | |

| Aircraft and related equipment | | | [removed: 31,584] [added: 32,107] | | | | | | [removed: 30,525] [added: 31,584] | | |

| Package handling and ground support equipment | | | [removed: 18,878] [added: 19,816] | | | | | | [removed: 17,880] [added: 18,878] | | |

| Information technology | | | [removed: 9,706] [added: 9,942] | | | | | | [removed: 9,203] [added: 9,706] | | |

| Vehicles and trailers | | | [removed: 10,949] [added: 11,150] | | | | | | [removed: 10,568] [added: 10,949] | | |

| Facilities and other | | | [removed: 16,505] [added: 17,911] | | | | | | [removed: 16,215] [added: 16,505] | | |

| Total property and equipment, at cost | | | [removed: 87,622] [added: 90,926] | | | | | | [removed: 84,391] [added: 87,622] | | |

| Less accumulated depreciation and amortization | | | [removed: 45,980] [added: 48,882] | | | | | | [removed: 42,900] [added: 45,980] | | |

| Net property and equipment | | | [removed: 41,642] [added: 42,044] | | | | | | [removed: 41,491] [added: 41,642] | | |

| Operating lease right-of-use assets, net | | | [removed: 16,453] [added: 16,822] | | | | | | [removed: 17,115] [added: 16,453] | | |

| Goodwill | | | [removed: 6,603] [added: 6,733] | | | | | | [removed: 6,423] [added: 6,603] | | |

| Other assets | | | [removed: 4,543] [added: 5,435] | | | | | | [removed: 3,771] [added: 4,543] | | |

| Total other long-term assets | | | [removed: 27,599] [added: 28,990] | | | | | | [removed: 27,309] [added: 27,599] | | |

| TOTAL ASSETS | | | $ | [removed: 87,627] [added: 98,937] | | | | | $ | [removed: 87,007] [added: 87,627] | |

| | | | [removed: | | |] May 31, | | | | | | | | |

| LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT | | | | | | | | | | | | [removed: | | |]

| CURRENT LIABILITIES | | | | | | | | | | | | [removed: | | |]

| Current portion of long-term debt | | | [removed: | | | $] [added: 1,676] | [removed: 1,428] | | | | | [removed: $] [added: 1,428] | [removed: 68] | |

| Accrued salaries and employee benefits | | | [removed: | | | 2,731] [added: 3,759] | | | | | | [removed: 2,673] [added: 2,731] | | |

\-66-

\-67-

To the Stockholders and the Board of Directors of FedEx Corporation

\-68-

| | | | 2026 | | | | | | 2025 | | |

| | | | 2026 | | | | | | 2025 | | |

| Short-term borrowings | | | 745 | | | | | | — | | |

| Preferred stock, no par value; 4 million shares authorized; no shares issued or outstanding | | | — | | | | | | — | | |

| Separation and other costs | | | 771 | | | | | | 38 | | | | | | — | | |

| Other | | | 13,999 | | | | | | 12,963 | | | | | | 12,654 | | |

| Basic | | | $ | 18.71 | | | | | $ | 16.96 | | | | | $ | 17.41 | |

| Diluted | | | $ | 18.55 | | | | | $ | 16.81 | | | | | $ | 17.21 | |

| Separation and other costs, net of payments | | | 248 | | | | | | 15 | | | | | | — | | |

| Proceeds from debt issuances | | | 5,289 | | | | | | — | | | | | | — | | |

| Short-term borrowings, net | | | 742 | | | | | | — | | | | | | — | | |

| Balance at May 31, 2026 | | | $ | 32 | | | | | $ | 4,717 | | | | | $ | 44,461 | | | | | $ | (1,227) | | | | | $ | (16,336) | | | | | $ | 31,647 | |

On June 1, 2026, we completed the spin-off of FedEx Freight into a new, publicly traded company (the “Spin-Off”).

As a result of the Spin-Off, effective June 1, 2026, FedEx will no longer consolidate the FedEx Freight business, and FedEx Freight will no longer be a reportable segment.

Following the Spin-Off, we realigned our internal reporting and management structure, resulting in the identification of two new reportable segments: Express U.S. Domestic and Express International.

These changes had no impact on our consolidated results of operations or financial position.

Effective June 1, 2026, we changed our fiscal year end from May 31 to December 31.

As a result, we will report operating results covering the seven-month transition period from June 1, 2026 through December 31, 2026 (the “Transition Period”) in a Transition Report on Form 10-K.

Following the Transition Period, we will report our operating results on a calendar-year basis, beginning with the fiscal year ending December 31, 2027.

For these

If impairment exists, an

In 2026, we made the decision to permanently retire from service ten aircraft, resulting in a noncash impairment charge of $23 million ($18 million, net of tax, or $0.08 per diluted share).

Eight of these permanently retired aircraft were temporarily idled and not in revenue service.

These retirements included two Boeing 757-200 aircraft, seven Airbus A300-600 aircraft, three Boeing MD-11 aircraft, and align with Federal Express’s fleet reduction and modernization strategy.

See [Note 4](#i12a19dcd46ed4b8e8247334873a4101c_142) for additional information.

The remaining

| | | | 2026 | | | | | | 2025 | | |

The new CBA was ratified by Federal Express pilots in a vote concluded on June 9, 2026, and is the product of several years of bargaining under the Railway Labor Act of 1926, as amended (“RLA”), including mediation by the National Mediation Board (the U.S. governmental agency that oversees labor agreements for entities covered by the RLA).

The new CBA took effect June 29, 2026, and is scheduled to become amendable in December 2030.

For more information, see [Note 20](#i12a19dcd46ed4b8e8247334873a4101c_2048).

In addition to our pilots, certain of Federal Express’s non-U.S. employees are unionized.

FedEx believes its employee relations are excellent.

See “[Item 1A.

Risk Factors](#i12a19dcd46ed4b8e8247334873a4101c_16)” of this Annual Report for more information.

Level 1 investments are valued at the closing price or last trade reported on the major market on which the individual securities are traded.

expedient to estimate fair value.

July 21, 2025

| Other | | | 13,001 | | | | | | 12,654 | | | | | | 13,828 | | |

| Balance at May 31, 2022 | | | $ | 32 | | | | | $ | 3,712 | | | | | $ | 32,782 | | | | | $ | (1,103) | | | | | $ | (10,484) | | | | | $ | 24,939 | |

In connection with our one FedEx consolidation plan, on June 1, 2024, FedEx Ground Package System, Inc. (“FedEx Ground”) and FedEx Corporate Services, Inc. (“FedEx Services”) were merged into Federal Express, becoming a single company operating a unified, fully integrated air-ground express network under the respected FedEx brand.

Additionally, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) are included in the FedEx Freight segment instead of the Federal Express segment in 2025.

Prior-year amounts were revised to reflect this presentation.

We reevaluated the conclusion of our 2024 goodwill impairment tests as of June 1, 2024 immediately after our one FedEx consolidation and concluded that the estimated fair values of our reporting units with significant goodwill continued to exceed their respective carrying values.

In December 2024, we announced that FedEx’s Board of Directors decided to pursue a full separation of FedEx Freight through the capital markets, creating a new publicly traded company.

estimated costs at completion of the performance obligation.

Gross contract assets related to in-transit shipments totaled $673 million and $672 million at May 31, 2025 and May 31, 2024, respectively.

intervals (e.g., every 15 days, 30 days, 45 days, etc.) for shipments included on invoices received.

In 2023, we made the decision to permanently retire from service 12 Boeing MD-11F aircraft and 25 related engines, four Boeing 757-200 aircraft and one related engine, and two Airbus A300-600 aircraft and eight related engines for the same reasons stated above.

As a consequence of this decision, a noncash impairment charge of $70 million ($54 million, net of tax, or $0.21 per diluted share) was recorded in 2023.

In 2023 we accelerated the retirement of the entire Boeing MD-11 fleet by the end of 2028.

In 2025 we made the decision to extend the retirement plan to have the fleet retired by the end of 2032 to better align air network capacity of Federal Express to match current and anticipated shipment volumes.

As a result of this decision, we had a net decrease in depreciation expense in 2025 of $19 million.

increases, expected retirement, mortality, and employee turnover.

The agreement became amendable in November 2021.

Bargaining for a successor agreement

began in May 2021, and in November 2022 the National Mediation Board (“NMB”) began actively mediating the negotiations.

In July 2023, the pilots failed to ratify the tentative successor agreement that was approved by ALPA’s FedEx Master Executive Council the prior month.

Bargaining for a successor agreement continues.

In April 2024, the NMB rejected ALPA’s request for a proffer of arbitration.

The conduct of mediated negotiations has no effect on our operations.

Once a new agreement is ratified, we may amend our pension plan offered to the pilots, which would result in a remeasurement of our pension benefit obligation.

As of June 1, 2024, $5.1 billion remained available to be used for repurchases under the 2021 and 2024 programs.

In fiscal 2026 we have completed $500 million of share repurchases through open market transactions and as of July 21, 2025, $1.6 billion remained available to be used for repurchases under the 2024 program, which is the only program that currently exists.

During 2023, we repurchased 9.2 million shares of FedEx common stock at an average price of $163.39 per share for a total of $1.5 billion.

In the second quarter of 2023, we announced DRIVE, a comprehensive program to improve long-term profitability.

In June 2024, Federal Express announced a workforce reduction plan in Europe as part of its ongoing measures to reduce structural costs.

The execution of the plan is subject to a consultation process that is expected to occur over an 18-month period in accordance with local country processes and regulations.

We expect the pre-tax cost of the severance benefits and legal and professional fees to be provided under and related to our workforce reduction plan in Europe to range from $250 million to $275 million in cash expenditures through fiscal 2026.

We incurred costs associated with our business optimization activities of $273 million ($209 million, net of tax, or $0.81 per diluted share) in 2023.

These costs were primarily related to consulting services, severance, professional fees, and idling our operations in Russia.

The aggregate pre-tax cost of our business optimization activities was $1.6 billion through 2025.

In 2021, Federal Express announced a workforce reduction plan in Europe related to the network integration of TNT Express.

The plan affected approximately 5,000 employees in Europe across operational teams and back-office functions and was completed during 2023.

We incurred costs of $36 million ($27 million, net of tax, or $0.11 per diluted share) in 2023 associated with our business realignment activities.

These costs were related to certain employee severance arrangements.

Payments under this program totaled approximately $118 million in 2023.

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of May 31, [removed: 2025] [added: 2026] (the end of the period covered by this Annual Report).

During our fiscal quarter ended May 31, [removed: 2025,] [added: 2026,] no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During our fiscal quarter ended May 31, [removed: 2025,] [added: 2026,] no director or officer of FedEx adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

*Retirement of Director*

On July 19, 2026, Amy B.

Lane provided notice of her decision to retire from the Board of Directors of FedEx, effective immediately before the next annual meeting of FedEx’s stockholders on September 28, 2026, and not stand for reelection.

Ms. Lane has served with distinction on the FedEx Board since 2022.

\-114-

*Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act*

The information provided pursuant to Section 13(r) of the Securities Exchange Act of 1934 in Part II, Item 5 (“Other Information”) of FedEx’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, is incorporated herein by reference.

Information [added: required by this Item] regarding members of the Board of Directors and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors, information about the Audit and Finance Committee, including its members and our “audit committee financial expert,” and information regarding FedEx’s policies and procedures regarding insider trading) will be presented in FedEx’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders, which will be held on September [removed: 29, 2025,] [added: 28, 2026,] and is incorporated herein by reference.

Information regarding timely filing of reports under Section 16 of the Exchange Act of 1934 will also be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders and is incorporated herein by reference.

Information [added: required by this Item] regarding director and executive compensation [removed: (including FedEx’s policies and practices regarding the timing of awards of stock options in relation to the disclosure of material, non-public information)] will be presented in FedEx’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders, which will be held on September [removed: 29, 2025,] [added: 28, 2026,] and is incorporated herein by reference; provided that the information in the “Executive Compensation — Pay Versus Performance” section of the definitive proxy statement is not incorporated herein by reference.

\-113-

Information [added: required by this Item] regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in FedEx’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders, which will be held on September [removed: 29, 2025,] [added: 28, 2026,] and is incorporated herein by reference.

Information [added: required by this Item] regarding certain relationships and transactions with related persons [removed: (including FedEx’s policies] and [removed: procedures for the review and preapproval of related person transactions) and] director independence will be presented in FedEx’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of stockholders, which will be held on September [removed: 29, 2025,] [added: 28, 2026,] and is incorporated herein by reference.