Item 1A. RISK FACTORS

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.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

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 August 2025, in connection with final post-closing adjustments, we issued another 296 unregistered shares of our common stock valued at less than $100,000 to the former RouteSmart stockholders pursuant to the terms of the acquisition agreement.

The foregoing transaction 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 of the audited condensed consolidated financial statements in our Annual Report for additional information regarding the RouteSmart acquisition.

Issuer Purchase of Equity Securities

The following table provides information on FedEx’s repurchases of our common stock during the first quarter of 2026:

ISSUER PURCHASES OF EQUITY SECURITIES

In March 2024, our Board of Directors authorized a stock repurchase program for repurchases of up to $5.0 billion of FedEx common stock. As part of the 2024 repurchase program, we repurchased 2.2 million shares for $500 million in the open market during the first quarter of 2026.

As of September 18, 2025, approximately $1.6 billion remained available to be used for repurchases under the 2024 stock repurchase program. Shares under the program may be repurchased from time to time in the open market or in privately negotiated transactions. No time limits were set for completion of the program; however, we may decide to suspend or discontinue the program.

See Note 1 of the accompanying unaudited condensed consolidated financial statements for additional information and “Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition – Financial Condition – Liquidity Outlook” for information regarding planned stock repurchases during the remainder of 2026.