Item 1A. Risk Factors

Other than the risk factor set forth below, there have been no material changes from the risk factors disclosed in our Annual Report in response to Part I, Item 1A of Form 10-K. Additional risks not currently known to us or that we currently deem to be immaterial also may materially affect our business, results of operations, financial condition, and the price of our common stock.

The contract between FedEx Express and the U.S. Postal Service (“USPS”) for U.S. domestic services expires in September 2024 and we may not enter into a new agreement with the USPS, which could adversely affect our profitability. The contract for FedEx Express to provide the USPS transportation services within the United States expires on September 29, 2024. The parties are currently in negotiations for a new multi-year agreement for FedEx Express to provide airport-to-airport transportation services for the USPS within the United States. There is no assurance that the parties will execute a definitive agreement prior to September 29, 2024, or at all. Additionally, there is no assurance that FedEx Express will realize the expected benefits from such definitive agreement if executed. If a new agreement is not reached and we are unable to adjust the FedEx Express network to remove costs related to the services currently provided to the USPS following expiration of the existing contract, our profitability could be negatively affected. Further, a decision by the USPS to terminate the existing contract early could negatively affect our profitability.

Item 2. Unregistered Sales of E**quity Securities and Use of Proceeds

The following table provides information on FedEx’s repurchases of our common stock during the third quarter of 2024:

ISSUER PURCHASES OF EQUITY SECURITIES

In December 2021, our Board of Directors approved a stock repurchase program of up to $5 billion of FedEx common stock. Shares under the program may be repurchased from time to time in the open market or in privately negotiated transactions.

As part of the repurchase program, we entered into an ASR transaction with a bank in December 2023 to repurchase $1 billion of our common stock. During the third quarter of 2024, the ASR transaction was completed, and 4.1 million shares were delivered under the ASR agreement. The shares delivered under the ASR agreement were the only shares of FedEx common stock we repurchased during the third quarter of 2024. As of March 21, 2024, $564 million remains available to be used for repurchases under the program. The program does not have an expiration date and may be suspended or discontinued at any time.

See Note 1 of the accompanying unaudited condensed consolidated financial statements for additional information regarding the ASR transaction and “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition – Financial Condition – Liquidity Outlook” for information regarding our new $5 billion stock repurchase program authorized in March 2024.