FEDEX CORP 8-K

What Happened FedEx Corporation announced on July 10, 2026 the early results and pricing of previously announced cash tender offers to repurchase up to $4,150,000,000 (the “Offer Cap”) of its outstanding notes. Withdrawal rights expired at 5:00 p.m. (NYC) on July 9, 2026 (the Early Tender Time). Because valid tenders before that deadline exceeded the Offer Cap, FedEx expects to accept certain series in full and others in part on the Early Settlement Date of July 14, 2026; no notes tendered after the Early Tender Time will be accepted.

Key Details

• Offer Cap: $4,150,000,000; Offer to Purchase dated June 25, 2026.
• Acceptance methodology: “waterfall” by Acceptance Priority Levels; levels 1–12 will be accepted in full and level 13 (5.100% notes due 2044) accepted on a prorated basis (~41.3%). Levels 14–19 will not be accepted.
• Specific expected acceptances for 5.100% Notes due 2044 after proration: $23,475,000 (CUSIP 31428XAW6) and $110,993,000 (CUSIPs U31520AS5, 31428XCR5, 31428XDP8).
• Funding: purchase price will be financed primarily with proceeds of the approximately $4.1 billion dividend received from FedEx Freight Holding Company, Inc. in connection with the June 1, 2026 spin-off of FedEx Freight, together with cash on hand; accrued interest and fees will be paid from cash on hand.

Why It Matters This action reduces FedEx’s outstanding long-term debt by up to $4.15 billion (subject to final proration and tender results), impacts the company’s debt maturity profile and uses cash proceeds from the FedEx Freight spin-off. For bondholders, only notes validly tendered at or before the Early Tender Time and accepted under the priority/proration rules will be purchased; untendered or tendered-but-not-purchased notes will be returned. Investors should note the cutoff dates, the proration (~41.3%) for level‑13 notes, and the financing source (spin-off dividend plus cash).