8-K

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): June 8, 2026

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware
(State or other jurisdiction of
incorporation) 62-1721435 (IRS Employer
Identification No.)

942 South Shady Grove Road,   Memphis, Tennessee
(Address of principal executive offices) 38120
(ZIP Code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
0.450% Notes due 2029	FDX 29A	New York Stock Exchange
0.450% Notes due 2029	FDX 29B	New York Stock Exchange
1.300% Notes due 2031	FDX 31B	New York Stock Exchange
3.500% Notes due 2032	FDX 32	New York Stock Exchange
0.950% Notes due 2033	FDX 33	New York Stock Exchange
0.950% Notes due 2033	FDX 33A	New York Stock Exchange
4.125% Notes due 2037	FDX 37	New York Stock Exchange

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Director

On June 8, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx” or the “Company”) elected Mark A. Edmunds as a director, effective immediately. The Board also appointed Mr. Edmunds as Chair of its Audit and Finance Committee and member of its Cyber and Technology Oversight Committee. A copy of FedEx’s press release announcing Mr. Edmunds’ election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Edmunds was elected for a term expiring at the FedEx annual meeting of stockholders in 2026, at which time his continued Board service will be subject to renomination and stockholder approval.

The Board has determined that Mr. Edmunds is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Mr. Edmunds or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Mr. Edmunds was not pursuant to any arrangement or understanding between him and any other person.

Mr. Edmunds will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, he will receive restricted stock units having a prorated target value of $60,450 and a prorated annual retainer payment of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300 upon his election to the Board.

Resignation of Director

On June 8, 2026, the Board, upon the recommendation of the Board’s Governance, Safety, and Public Policy Committee, accepted Silvia Davila’s resignation as a member of the Board, effective as of such date. Ms. Davila tendered her offer to resign from the Board in connection with a change in her principal employment, as required by the Company’s Corporate Governance Guidelines and subject to the Board’s acceptance. Ms. Davila’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operation, policies, or practices.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of FedEx Corporation dated June 8, 2026.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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.

	FedEx Corporation
Date: June 8, 2026	By:	/s/ Gina F. Adams
	Name:	Gina F. Adams
	Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Mark A. Edmunds Elected to FedEx Board of Directors

MEMPHIS, Tenn. – June 8, 2026 – FedEx Corp. (NYSE: FDX, “FedEx”) announced today that Mark A. Edmunds has been elected to the FedEx Board of Directors.

Mr. Edmunds is a retired vice chairman and senior partner of Deloitte. During his 38-year tenure at Deloitte, he also served as the U.S. leader of Energy/Utilities, West Region managing partner, and on the U.S. Board of Directors, including service on the finance and global committees. His primary industry focus was energy, utilities, and renewables throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C.

Additionally, Mr. Edmunds has significant public company board experience. He is currently a member of Westrock Coffee’s board of directors and previously served as a director for Chesapeake Energy from 2018 to 2021.

“We are excited to have Mark join the FedEx Corporation Board of Directors,” R. Brad Martin, executive chairman of the FedEx Board. “His extensive background advising top-tier multinational organizations and his proven track record in financial and strategic governance will make him a vital asset to our board and our ongoing enterprise initiatives.”

Mr. Edmunds will serve as Chair of the Audit and Finance Committee and a member of the Cyber and Technology Oversight Committee.

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. The company offers integrated business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its employees to remain focused on safety, the highest ethical and professional standards, and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

FedEx Corp. Media Contact:

Caitlin Adams Maier

mediarelations@fedex.com

FedEx Corp. Investor Relations Contact:

Jeni Hollander

ir@fedex.com

###

XML

Cover	Jun. 08, 2026
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 08, 2026
Entity File Number	1-15829
Entity Registrant Name	FedEx Corporation
Entity Central Index Key	0001048911
Entity Tax Identification Number	62-1721435
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	942 South Shady Grove Road
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38120
City Area Code	901
Local Phone Number	818-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	FDX
Security Exchange Name	NYSE
1.625% Notes due 2027
Title of 12(b) Security	1.625% Notes due 2027
Trading Symbol	FDX 27
Security Exchange Name	NYSE
0.450% Notes due 2029
Title of 12(b) Security	0.450% Notes due 2029
Trading Symbol	FDX 29A
Security Exchange Name	NYSE
0.450% Notes due 2029
Title of 12(b) Security	0.450% Notes due 2029
Trading Symbol	FDX 29B
Security Exchange Name	NYSE
Notes 1. 300 Percent Due 2031 Two [Member]
Title of 12(b) Security	1.300% Notes due 2031
Trading Symbol	FDX 31B
Security Exchange Name	NYSE
3.500% Notes due 2032
Title of 12(b) Security	3.500% Notes due 2032
Trading Symbol	FDX 32
Security Exchange Name	NYSE
0.950% Notes due 2033
Title of 12(b) Security	0.950% Notes due 2033
Trading Symbol	FDX 33
Security Exchange Name	NYSE
0.950% Notes due 2033
Title of 12(b) Security	0.950% Notes due 2033
Trading Symbol	FDX 33A
Security Exchange Name	NYSE
4.125% Notes due 2037
Title of 12(b) Security	4.125% Notes due 2037
Trading Symbol	FDX 37
Security Exchange Name	NYSE