FedEx 8-K

Summary

FedEx cash tender-offer results. FedEx expects to purchase $4.86B aggregate principal amount of tendered notes on 7/14/2026, under a $4.15B purchase-price cap excluding accrued interest. The cap was exceeded by early tenders, so only the highest-priority notes will be accepted and no notes tendered after the early deadline will be purchased.

Key Figures

• Offer cap: $4.15B of purchase price, excluding accrued and unpaid interest. FedEx expects to accept all tendered notes at priority levels 1–12, a prorated 41.3% of level 13, and none at levels 14–19.
• Accepted principal at level 13: $23.5M of the 5.100% notes due 2044 under CUSIP 31428XAW6 and $111M under CUSIPs U31520AS5, 31428XCR5 and 31428XDP8.
• Total consideration for accepted notes: $755.32–$936.72 per $1,000 principal, including the $30 early-tender premium; accrued interest is payable through, but excluding, 7/14/2026. FedEx plans to fund the purchase with proceeds from the approximately $4.1B dividend received in connection with the FedEx Freight spin-off and cash on hand.

Investor Takeaways

• Watch for settlement on 7/14/2026; notes not purchased will be returned promptly after settlement.