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Unregistered Sales of Equity Securities
−Removed: In February 2025, we acquired RouteSmart Technologies, Inc.
−Removed: (“RouteSmart”), a global leader in route planning and optimization solutions, and the consideration paid to certain former stockholders of RouteSmart consisted in part of 359,052 unregistered shares of our common stock valued at approximately $90 million as of the acquisition date.
−Removed: In May 2025, in connection with pre-closing period financial statement adjustments, we issued another 1,510 unregistered shares of our common stock valued at less than $500,000 to the former RouteSmart stockholders pursuant to the terms of the acquisition agreement.
−Removed: The foregoing transactions did not involve any underwriters or underwriting discounts or commissions.
−Removed: The shares of our common stock were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in a privately negotiated transaction not involving any public offerings or solicitations.
−Removed: See Note 4 of the accompanying audited consolidated financial statements for additional information regarding the RouteSmart acquisition.
+Added: We did not issue any of our equity securities during the year ended May 31, 2026 that were not registered under the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
−Removed: In March 2024, our Board of Directors authorized the repurchase of up to $5.0 billion of FedEx common stock.
−Removed: As part of this program, we repurchased 2.1 million shares for $500 million in the open market during the fourth quarter of 2025.
−Removed: In fiscal 2026 we have completed $500 million of share repurchases through open market transactions through July 21, 2025 and expect to continue repurchasing additional shares of our common stock subject to market conditions, our liquidity needs, and other factors.
−Removed: As of July 21, 2025, approximately $1.6 billion remained available to be used for repurchases under the program.
+Added: In March 2024, our Board of Directors authorized the repurchase of up to $5.0 billion of FedEx common stock (“2024 program”).
+Added: As of May 31, 2026, $1.3 billion remained available to use for repurchases under the 2024 program.
+Added: In June 2026, we repurchased $0.3 billion of our common stock through open market transactions and executed an accelerated share repurchase agreement (“ASR”) to repurchase $1.0 billion of our common stock with a completion date by the end of September 2026.
+Added: There are no amounts remaining available to be used for repurchases under the 2024 program.
+Added: On July 20, 2026, our Board of Directors authorized a new stock repurchase program for additional repurchases of up to $5.0 billion of FedEx common stock (“2026 program”).
Shares under the 2026 program may be repurchased from time to time in the open market or in privately negotiated transactions.
−Removed: No time limits were set for completion of the program;
−Removed: however, we may decide to suspend or discontinue the program.
−Removed: The following table provides additional information on our repurchases of our common stock during the fourth quarter of 2025:
−Removed: Period Total Number of
−Removed: Shares Purchased Average Price
−Removed: Paid per Share Total Number of
−Removed: Shares Purchased
−Removed: Programs Approximate
−Removed: Dollar Value of
−Removed: Shares That May
−Removed: Yet Be Purchased
−Removed: ($ in millions)
−Removed: 1-31, 2025 1,775,000 $ 242.43 1,775,000 $ 2,134
−Removed: 1-30, 2025 287,186 $ 242.78 287,186 $ 2,064
−Removed: May 1-31, 2025 — $ — — $ 2,064
−Removed: Total 2,062,186 2,062,186 $ 2,064
+Added: The program does not have any specified time limit and does not obligate us to purchase any particular amount of shares, but our Board of Directors may determine to suspend or discontinue the program at any time.
See “ Item 7.
−Removed: Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and Note 1 of the consolidated financial statements included in “ Item 8.
−Removed: Financial Statements and Supplementary Data ” of this Annual Report for additional information regarding our stock repurchases during 2025 and expected stock repurchases during 2026.
+Added: Management’s Discussion and Analysis of Results of Operations and Financial Condition ” and Note 1 and Note 20 of the consolidated financial statements included in “ Item 8.
+Added: Financial Statements and Supplementary Data ” of this Annual Report for additional information regarding our stock repurchase programs and purchases made under the 2024 program through July 20, 2026.
Common Stock Performance Graph
−Removed: The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
+Added: The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission (the “SEC”), nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate such information by reference into such filing.
The following graph compares the cumulative total shareholder return on our common stock for the periods indicated with the Standard & Poor's ("S&P") 500 index and the Dow Jones Transportation Average index:
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.