FedEx (FDX) Director Marvin Ellison Exercises Options, Sells Shares

What Happened

• Marvin R. Ellison, a director of FedEx (FDX), exercised 5,042 stock options on 2026-08-28 at an exercise price of $137.85 per share, totaling $695,040.
• To cover the exercise price/tax obligation, the issuer withheld 2,097 shares valued at $331.44 each (also totaling $695,040). That withholding was a cashless/net exercise rather than an open-market sale.
• The filing also shows the derivative (options) converted/disposed at $0, reflecting the conversion of the options into common shares. Net shares issued to Ellison = 5,042 exercised − 2,097 withheld = 2,945 shares.

Key Details

• Transaction date: 2026-08-28; Filing date: 2026-08-31.
• Exercise: 5,042 shares @ $137.85 = $695,040 (code M). Withholding: 2,097 shares @ $331.44 = $695,040 (code F).
• Shares owned after transaction: not specified in the provided summary of the Form 4.
• Footnotes of note:
  • F1: Ownership adjusted for 11 shares from dividend reinvestment.
  • F2: Withholding represents shares used to pay the exercise price in accordance with FedEx’s Omnibus Stock Incentive Plan.
  • F3: Options were adjusted due to the FedEx Freight spin-off on June 1, 2026 to preserve intrinsic value.
  • F4: These options were first exercisable one year from grant.
• Transaction codes: M = option exercise/conversion; F = shares withheld for exercise price/taxes.

Context

• This was a routine cashless/net exercise of options, not an open-market purchase or sale intended to realize investment gains. Withholding shares to pay exercise costs/taxes is common and does not necessarily indicate a change in the insider’s view of the company.
• The Form 4 shows the option conversion/derivative disposition at $0 to reflect the conversion of the options into underlying shares.