FedEx 8-K 2026-09-09

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

FedEx Corporation

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (901**) 818-7500**

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On September 9, 2026, FedEx Corporation (the “Company”) and the Company’s wholly owned subsidiaries Federal Express Corporation, Federal Express International, Inc. and Federal Express Europe, Inc. entered into (i) an underwriting agreement (the “Euro Notes Underwriting Agreement”) with Citigroup Global Markets Limited, Merrill Lynch International, Wells Fargo Securities International Limited, BNP PARIBAS and ING Bank N.V., on behalf of themselves and as representatives of the several underwriters named on Schedule B to the Euro Notes Underwriting Agreement, in connection with the issuance and sale by the Company of €1,100,000,000 aggregate principal amount of the Company’s 4.000% Notes due 2030 and €900,000,000 aggregate principal amount of the Company’s 4.625% Notes due 2034 (collectively, the “Euro Notes”) (the “Euro Notes Offering”) and (ii) an underwriting agreement (the “USD Notes Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Scotia Capital (USA) Inc., on behalf of themselves and as representatives of the several underwriters named on Schedule A to the USD Notes Underwriting Agreement, in connection with the issuance and sale by the Company of $1,100,000,000 aggregate principal amount of the Company’s 5.750% Notes due 2036 (the “USD Notes,” and together with the Euro Notes, the “Notes”) (the “USD Notes Offering”). Each of the Euro Notes Offering and the USD Notes Offering was consummated on September 14, 2026.

The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference the exhibits filed herewith into the Registration Statement on Form S-3 (Registration No. 333-297595) by which the Notes and related guarantees were registered.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.