Item 5. Other Information

During the quarter ended February 29, 2024, 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.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, and Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On March 15, 2024, FedEx, as borrower, entered into a $1.75 billion three-year credit agreement (the “New Three-Year Credit Agreement”) and a $1.75 billion five-year credit

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agreement (the “New Five-Year Credit Agreement” and together with the New Three-Year Credit Agreement, the “New Credit Agreements”). FedEx entered into each of the New Credit Agreements with a syndicate of banks and other financial institutions (the “Three-Year Lenders” and “Five-Year Lenders,” respectively), including JPMorgan Chase Bank, N.A., individually and as administrative agent; Bank of America, N.A., individually and as syndication agent; and Citibank, N.A., The Bank of Nova Scotia, Wells Fargo Bank, National Association, and Truist Bank, each individually and as a co-documentation agent. The syndicate of lenders for each of the New Credit Agreements was arranged by JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., The Bank of Nova Scotia, Wells Fargo Securities, LLC, and Truist Securities, Inc., as joint lead arrangers and joint bookrunners.

The New Three-Year Credit Agreement replaces the $1.5 billion 364-day credit agreement dated as of March 15, 2022, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders (the “Old Three-Year Credit Agreement”).The New Five-Year Credit Agreement replaces the $2.0 billion five-year credit agreement dated as of March 16, 2021 and amended as of March 15, 2022, among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and certain lenders (the “Old Five-Year Credit Agreement” and together with the Old Three-Year Credit Agreement, the “Old Credit Agreements”). The Old Credit Agreements were terminated effective March 15, 2024. The terms of the Old Credit Agreements are summarized in FedEx’s Form 10-Q filed with the SEC on March 17, 2022.

The New Three-Year Credit Agreement provides the terms under which the Three-Year Lenders will make available to FedEx an unsecured multi-currency revolving credit facility in an aggregate amount of up to $1.75 billion, including a $125 million sub-limit for letters of credit. With lender approval, FedEx may elect to increase the aggregate amount available under the New Three-Year Credit Agreement to up to a total of $2.25 billion. The New Five-Year Credit Agreement provides the terms under which the Five-Year Lenders will make available to FedEx an unsecured multi-currency revolving credit facility in an aggregate amount of up to $1.75 billion, including a $125 million sub-limit for letters of credit. With lender approval, FedEx may elect to increase the aggregate amount available under the New Five-Year Credit Agreement to up to a total of $2.25 billion.

Borrowings under the New Credit Agreements may be used for FedEx’s general corporate purposes, including acquisitions.

The Three-Year Lenders’ and the Five-Year Lenders’ commitments under the New Credit Agreements will terminate on March 15, 2027 and March 15, 2029, respectively, unless terminated earlier by FedEx or by the administrative agent upon an event of default. FedEx may request up to two one-year extensions of the Three-Year Lenders’ commitments under the New Three-Year Credit Agreement and the Five-Year Lenders’ commitments under the New Five-Year Credit Agreement, respectively. FedEx’s obligations under the New Credit Agreements are guaranteed by the same FedEx subsidiaries that guarantee FedEx’s outstanding public debt securities.

Loans under the New Credit Agreements denominated in U.S. dollars will bear interest at a rate per year generally equal to, at FedEx’s election, either:

the highest of (a) the interest rate quoted by the Wall Street Journal as the prime rate in the United States; (b) 0.5% plus the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, each as determined by the Federal Reserve Bank of New York; and (c) the Secured Overnight Financing Rate (“SOFR”) for a one-month interest period plus 1.0%, plus the applicable margin for such loans (“ABR Loans”);

SOFR for the selected term, plus the applicable margin for such loans (“Term Benchmark Loans”); or

daily SOFR, plus the applicable margin for such loans (“RFR Loans”).

Loans under the New Credit Agreements denominated in pounds sterling will be classified as RFR Loans and bear interest at a rate per year equal to the sterling overnight index average plus 0.0326% plus the applicable margin, while loans denominated in euros will be classified as Term Benchmark Loans and bear interest at a rate per year equal to the euro interbank offered rate for the relevant period determined by the European Money Markets Institute displayed on the page EURIBOR01 of the Reuters Service, subject to a statutory reserve adjustment, plus the applicable margin.

Letters of credit issued under the New Credit Agreements will be assessed a fee based upon the applicable margin charged for Term Benchmark Loans. In addition, FedEx will pay the issuing banks a fronting fee of 0.125% per year on the undrawn and unexpired amount of each issued letter of credit.

FedEx will also pay commitment fees on the average daily undrawn amount of the New Credit Agreements. The applicable margin for loans and the applicable commitment fees will vary depending upon FedEx’s senior unsecured non-credit-enhanced long-term debt ratings. For example, based upon FedEx’s current ratings of BBB (Standard & Poor’s) and Baa2 (Moody’s Investors Service), the applicable margin for ABR Loans would be 0.25%, the applicable margin for RFR or Term Benchmark Loans would be 1.25%, and the applicable commitment fee rate would be 0.11% per year on undrawn commitments under the New Credit Agreements.

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The New Credit Agreements contain customary affirmative and negative covenants, as well as customary events of default. The financial covenants in the New Credit Agreements require FedEx to maintain a ratio of debt (net of unrestricted cash and cash equivalents up to $500 million) to consolidated earnings (excluding noncash retirement plans mark-to-market adjustments, noncash pension service costs, noncash asset impairment charges, business optimization and restructuring expenses, and pro forma cost savings and synergies associated with an acquisition) before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) of not more than 3.5 to 1.0, calculated as of the last day of each fiscal quarter on a rolling four-quarters basis (the “Consolidated Total Debt Ratio”). The aggregate amount of adjustments for business optimization and restructuring expenses and pro forma cost savings and synergies associated with an acquisition may not exceed 10% of adjusted EBITDA (calculated after giving effect to any such addback and such cap and all other permitted addbacks and adjustments) in any period.

Following the consummation of an acquisition for which the aggregate cash consideration is at least $250 million, FedEx may elect to increase the Consolidated Total Debt Ratio to 4.0 to 1.0 with respect to the last day of the fiscal quarter during which such acquisition is consummated and the last day of each of the immediately following three consecutive fiscal quarters, provided that there must be at least two consecutive fiscal quarters between such elections during which no increase to the Consolidated Total Debt Ratio is in effect.

Certain of the Three-Year Lenders and Five-Year Lenders, as well as certain of the lenders under the Old Credit Agreements, and their affiliates engage in transactions with, and perform services for, FedEx and its affiliates in the ordinary course of business and have engaged, and may in the future engage, in other commercial banking transactions and investment banking, financial advisory, and other financial services transactions with FedEx and its affiliates.

The New Credit Agreements will be filed as exhibits to FedEx’s annual report on Form 10-K for the fiscal year ending May 31, 2024.

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