11 unchanged sentences
During our fiscal quarter ended May 31, 2026, no director or officer of FedEx adopted , modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
−Removed: Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act
−Removed: The information provided pursuant to Section 13(r) of the Securities Exchange Act of 1934 in Part II, Item 5 (“Other Information”) of FedEx’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, is incorporated herein by reference.
+Added: Retirement of Director
+Added: On July 19, 2026, Amy B.
+Added: Lane provided notice of her decision to retire from the Board of Directors of FedEx, effective immediately before the next annual meeting of FedEx’s stockholders on September 28, 2026, and not stand for reelection.
+Added: Lane has served with distinction on the FedEx Board since 2022.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: Information regarding members of the Board of Directors and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors, information about the Audit and Finance Committee, including its members and our “audit committee financial expert,” and information regarding FedEx’s policies and procedures regarding insider trading) will be presented in FedEx’s definitive proxy statement for its 2025 annual meeting of stockholders, which will be held on September 29, 2025, and is incorporated herein by reference.
+Added: Information required by this Item regarding members of the Board of Directors and certain other aspects of FedEx’s corporate governance (such as the procedures by which FedEx’s stockholders may recommend nominees to the Board of Directors, information about the Audit and Finance Committee, including its members and our “audit committee financial expert,” and information regarding FedEx’s policies and procedures regarding insider trading ) will be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders, which will be held on September 28, 2026, and is incorporated herein by reference.
+Added: Information regarding timely filing of reports under Section 16 of the Exchange Act of 1934 will also be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders and is incorporated herein by reference.
Information regarding executive officers of FedEx is included above in Part I of this Annual Report under the caption “Information About Our Executive Officers” pursuant to the Instruction to Item 401 of Regulation S-K and General Instruction G(3) of Form 10-K.
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EXECUTIVE COMPENSATION
−Removed: Information regarding director and executive compensation (including FedEx’s policies and practices regarding the timing of awards of stock options in relation to the disclosure of material, non-public information) will be presented in FedEx’s definitive proxy statement for its 2025 annual meeting of stockholders, which will be held on September 29, 2025, and is incorporated herein by reference;
+Added: Information required by this Item regarding director and executive compensation will be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders, which will be held on September 28, 2026, and is incorporated herein by reference;
provided that the information in the “Executive Compensation — Pay Versus Performance” section of the definitive proxy statement is not incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: Information regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in FedEx’s definitive proxy statement for its 2025 annual meeting of stockholders, which will be held on September 29, 2025, and is incorporated herein by reference.
+Added: Information required by this Item regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders, which will be held on September 28, 2026, and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Information regarding certain relationships and transactions with related persons (including FedEx’s policies and procedures for the review and preapproval of related person transactions) and director independence will be presented in FedEx’s definitive proxy statement for its 2025 annual meeting of stockholders, which will be held on September 29, 2025, and is incorporated herein by reference.
+Added: Information required by this Item regarding certain relationships and transactions with related persons and director independence will be presented in FedEx’s definitive proxy statement for its 2026 annual meeting of stockholders, which will be held on September 28, 2026, and is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
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Description of Exhibit
+Added: Plan of Acquisition/Reorganization
+Added: 2.1 Se paration and Distribution Agreement, effective as of May 28, 2026, by and between the Company and FedEx Freight Holding Company, Inc.
+Added: (Filed as Exhibit 2.1 to FedEx ’ s Current Report on Form 8-K dated May 28, 2026 and filed June 1, 2026, and in c orporated herein by reference .)
Certificate of Incorporation and Bylaws
86 unchanged sentences
(Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed August 5, 2019, and incorporated herein by reference.)
−Removed: Form of 1.300% Note due 2031.
−Removed: (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed August 5, 2019, and incorporated herein by reference.)
Supplemental Indenture No.
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(Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
−Removed: 4.69 Form of 5.100% Notes due 2044 (included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
−Removed: 4.70 Form of 4.100% Notes due 2045 (included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
4.68 Form of 5.100% Notes due 2044.
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(Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
−Removed: 4.73 Form of 4.400% Notes due 2047 (included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
−Removed: 4.74 Form of 4.050% Notes due 2048 (included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
4.70 Form of 4.750% Notes due 2045.
(Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
+Added: 4.71 Form of 4.550% Notes due 2046.
+Added: (Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
4.72 Form of 4.400% Notes due 2047 (Included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
4.73 Form of 4.050% Notes due 2048 (Included in Exhibit 4.4 to the February 24, 2025 Form 8-K, and incorporated herein by reference).
+Added: 4.74 Form of 4.950% Notes due 2048.
+Added: (Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
+Added: 4.75 Form of 5.250% Notes due 2050.
+Added: (Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
+Added: 4.76 Form of 4.500% Notes due 2065 (Included in Exhibit 4.4 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
4.77 Supplemental Indenture No.
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(Included in Exhibit 4.24 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
−Removed: 4.82 Registration Rights Agreement, dated February 26, 2025, among FedEx, the subsidiary guarantors named therein and Goldman Sachs & Co.
−Removed: (Filed as Exhibit 4.28 to FedEx’s Current Report on Form 8-K dated February 24, 2025 and filed February 26, 2025, and incorporated herein by reference).
4.81 Succession Agreement, dated as of December 13, 2021, among FedEx, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S.
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(Filed as Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated December 13, 2021 and filed December 16, 2021, and incorporated herein by reference.)
+Added: Supplemental Indenture No.
+Added: 17, dated as of July 30, 2025, among FedEx Corporation, the Guarantors named therein, U.S.
+Added: Bank Trust Company, National Association, as trustee, and U.S.
+Added: Bank Europe DAC, UK Branch, as paying agent (Filed as Exhibit 4.2 to FedEx's Current Report on Form 8-K dated and filed July 30, 2025, and incorporated herein by reference.)
+Added: 4.84 Form of 3.500% Note due 2032 (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed July 30, 2025, and incorporated herein by reference.)
+Added: 4.85 Form of 4.125% Note due 2037 (Included in Exhibit 4.2 to FedEx’s Current Report on Form 8-K dated and filed July 30, 2025, and incorporated herein by reference.)
+Added: 4.86 Form of 4.300% Senior Note due 2029 (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed February 5, 2026, and incorporated herein by reference.)
+Added: 4.87 Form of 4.650% Senior Note due 2031 (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed February 5, 2026, and incorporated herein by reference.)
+Added: 4.88 Form of 4.950% Senior Note due 2033 (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed February 5, 2026, and incorporated herein by reference.)
+Added: 4.89 Form of 5.250% Senior Note due 2036 (Included in Exhibit 4.1 to FedEx’s Current Report on Form 8-K dated and filed February 5, 2026, and incorporated herein by reference.)
Facility Lease Agreements
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(Filed as Exhibit 10.1 to FedEx’s FY2 5 Second Quarter Report on Form 10- Q , and incorporated herein by reference.)
+Added: Eighteenth Amendment dated April 28, 2025 (but effective as of January 6, 2025) to the Composite Lease Agreement.
+Added: Nineteenth Amendment dated February 26, 2026 (but effective as of December 1, 2025) to the Composite Lease Agreement .
Financing Agreements
3 unchanged sentences
(Filed as Exhibit 10.4 8 to FedEx ’ s FY24 Annual Report on Form 10-K, and incorporated herein by reference).
+Added: First Amendment, dated as of October 31, 2025, to Three-Year Credit Agreement among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and other financial institutions.
+Added: (Filed as Exhibit 10.1 to FedEx's FY26 Second Quarter Report on Form 10‑Q, and incorporated herein by reference.)
+Added: First Amendment, dated as of October 31, 2025, to Five-Year Credit Agreement among FedEx, JPMorgan Chase Bank, N.A., individually and as administrative agent, and other financial institutions.
+Added: (Filed as Exhibit 10.2 to FedEx's FY26 Second Quarter Report on Form 10‑Q, and incorporated herein by reference.)
Management Contracts/Compensatory Plans or Arrangements
44 unchanged sentences
(Filed as Exhibit 10.2 to FedEx’s FY09 Second Quarter Report on Form 10-Q, and incorporated herein by reference.)
−Removed: Form of Management Retention Agreement between FedEx and each of Rajesh Subramaniam, Gina F.
−Removed: Adams, Tracy B.
−Removed: Brightman, Brie A.
−Removed: Carere, John W.
−Removed: Dietrich, Sriram Krishnasamy, John A.
−Removed: Smith, and Richard W.
−Removed: (Filed as Exhibit 10.5 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
−Removed: Letter Agreement, dated July 11, 2022, between FedEx and Sriram Krishnasamy .
−Removed: (Filed as Exhibit 10.67 to FedE x's FY2 4 Annual Report on Form 10-K, and incorporated here in by refer ence).
+Added: Form of Management Retention Agreement between FedEx and each Executive Officer of the Registrant (Filed as Exhibit 10.5 to FedEx’s FY10 Third Quarter Report on Form 10-Q, and incorporated herein by reference.)
FedEx Supplemental Short-Term Disability Plan, effective January 1, 2025 (Filed as Exhibit 10.1 to FedEx's FY25 Third Quarter Report on Form 10-Q, and incorporated herein by reference).
FedEx Supplemental Long-Term Disability Plan, effective January 1, 2025 (Filed as Exhibit 10.2 to FedEx's FY25 Third Quarter Report on Form 10-Q, and incorporated herein by reference).
+Added: Separation and Release Agreement by and between FedEx Corporation and Sriram Krishnasamy (Filed as Exhibit 10.1 to FedEx’s Current Report on Form 8-K/A dated August 10, 2025 and filed August 12, 2025, and incorporated herein by reference).
+Added: Form of Performance Stock Unit Agreement pursuant to FedEx Corporation 2019 Omnibus Stock Incentive Plan.
+Added: (Filed as Exhibit 10.3 to FedEx's FY26 Second Quarter Report on Form 10‑Q, and incorporated herein by reference.)
+Added: Separation and Release Agreement by and between FedEx Corporation and John W.
+Added: (Filed as Exhibit 10.1 to FedEx's Current Report on Form 8‑K/A dated April 13, 2026 and filed May 7, 2026, and incorporated herein by reference ).
+Added: First Amendment to Amended and Restated FedEx Retirement Parity Pension Plan, dated and effective as of June 1, 2026.
+Added: First Amendment to FedEx Supplemental Short-Term Disability Plan to exit Freight and Custom Critical dated May 28, 2026 (but effective as of April 1, 2026 ).
+Added: First Amendment to FedEx Supplemental Long-Term Disability Plan to exit Freight and Custom Critical dated May 28, 2026 (but effective as of April 1, 2026).
+Added: Form of Restricted Stock Unit Agreement for U.S.
+Added: Participants pursuant to the FedEx Corporation 2019 Omnibus Stock Incentive Plan, as amended .
+Added: F orm of Restricted Stock Unit Agreement for Non-U.S.
+Added: Participants p ursuant to the FedEx Corporation 2019 Omnibus Stock Incentive Plan, a s a mended .
+Added: Spin-Off Agreements
+Added: Transition Services Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.
+Added: (Filed as Exhibit 10.1 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
+Added: Tax Matters Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.
+Added: (Filed as Exhibit 10.2 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
+Added: Employee Matters Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.
+Added: (Filed as Exhibit 10.3 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
+Added: Intellectual Property Cross-License Agreement, effective as of May 31, 2026, by and among the Company, Federal Express Corporation, FedEx Dataworks, Inc.
+Added: and FDXF Holding Corporation.
+Added: (Filed as Exhibit 10.4 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
+Added: Trademark License Agreement, effective as of May 31, 2026, by and between Federal Express Corporation and FDXF Holding Corporation.
+Added: (Filed as Exhibit 10.5 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
+Added: Stockholder and Registration Rights Agreement, effective as of May 31, 2026, by and between the Company and FedEx Freight Holding Company, Inc.
+Added: (Filed as Exhibit 10.6 to FedEx's Current Report on Form 8‑K dated May 28, 2026 and filed June 1, 2026, and incorporated herein by reference.)
Other Exhibits
−Removed: FedEx Securities Manual, amended as of June 10, 2024 (Filed as Exhibit 19 to FedEx's FY24 Annual Report on Form 10-K, and incorporated herein by reference).
+Added: FedEx Securities Manual, amended as of June 8 , 202 6 .
Subsidiaries of Registrant.
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*** Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.2 to the August 13, 2020 Form 8-K contains a list of documents applicable to the Boeing 777F aircraft (other than the aircraft bearing Registration No.
−Removed: N869FD) that relate to the offering of the Certificates, which documents are substantially identical to those which are filed as Exhibits 4.8 and 4.10 to the August 13, 2020
−Removed: Form 8-K, except for the information identifying such aircraft in question and various information relating to the principal amounts of the equipment notes relating to such aircraft.
+Added: N869FD) that relate to the offering of the Certificates, which documents are substantially identical to those which are filed as Exhibits 4.8 and 4.10 to the August 13, 2020 Form 8-K, except for the information identifying such aircraft in question and various information relating to the principal amounts of the equipment notes relating to such aircraft.
Exhibit 99.2 to the August 13, 2020 Form 8-K sets forth the details by which such documents differ from the corresponding representative sample of documents filed as Exhibits 4.8 and 4.10 to the August 13, 2020 Form 8-K with respect to the aircraft bearing Registration No.
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Power of Attorney .
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rajesh Subramaniam , John W.
−Removed: Dietrich , and Guy M.
−Removed: Erwin II , and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rajesh Subramaniam , and Claude F.
+Added: Russ , and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Capacity Date
+Added: President and Chief Executive
/s/ Rajesh Subramaniam
−Removed: President and Chief Executive July 21, 2025
+Added: Officer and Director July 20, 2026
Rajesh Subramaniam
−Removed: Officer and Director
(Principal Executive Officer)
−Removed: Executive Vice President and July 21, 2025
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: Corporate Vice President and Chief July 21, 2025
−Removed: Accounting Officer
+Added: Enterprise Vice President, Finance,
+Added: Interim Chief Financial Officer, and
+Added: /s/ Claude F.
+Added: Interim Chief Accounting Officer July 20, 2026
+Added: (Principal Financial Officer and
Principal Accounting Officer)
−Removed: /s/ Silvia Davila
+Added: Executive Chairman and Chairman of
+Added: the Board and Director July 20, 2026
Director July 20, 2026
−Removed: Silvia Davila
/s/ Marvin R.
Director July 20, 2026
−Removed: /s/ Stephen E.
−Removed: Director July 21, 2025
/s/ Susan Patricia Griffith
3 unchanged sentences
Director July 20, 2026
−Removed: Director July 21, 2025
−Removed: /s/ Frederick Perpall
+Added: /s/ Frederick P.
Director July 20, 2026
−Removed: Frederick Perpall
/s/ Joshua Cooper Ramo
2 unchanged sentences
Director July 20, 2026
+Added: Chief Operating Officer -
+Added: /s/ Richard W.
+Added: International, Chief Executive Officer July 20, 2026
+Added: - Airline, and Director
Director July 20, 2026
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and Board of Directors of
−Removed: FedEx Corporation
+Added: To the Stockholders and the Board of Directors of FedEx Corporation
We have audited the consolidated financial statements of FedEx Corporation (the Company) as of May 31, 2026 and 2025, and for each of the three years in the period ended May 31, 2026, and have issued our report thereon dated July 20, 2026 included elsewhere in this Form 10-K.
10 unchanged sentences
(IN MILLIONS)
−Removed: Description Balance
−Removed: of year Charged
−Removed: expenses Charged to other accounts Deductions Balance at end of year
+Added: Description Balance at beginning of year Charged to expenses Charged to other accounts Deductions Balance at end of year
Accounts Receivable Reserves:
4 unchanged sentences
Allowance for Revenue Adjustments
−Removed: 2025 $ 339 $ — $ 1,495 (b) $ 1,499 (c) $ 335
−Removed: 2024 328 — 1,534 (b) 1,523 (c) 339
−Removed: 2023 352 — 1,662 (b) 1,686 (c) 328
+Added: 2026 $ 335 $ — $ 1,988 (b)
+Added: 2025 339 — 1,495 (b)
+Added: 2024 328 — 1,534 (b)
Inventory Valuation Allowance:
6 unchanged sentences
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.