ThZeal - The Zeal

FedEx Corporation

Date: June 23, 2025

/s/ Gina F. Adams

Gina F. Adams

Executive Vice President, General Counsel and Secretary

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 21, 2025

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829


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


942 South Shady Grove Road, Memphis, Tennessee		38120
(Address of principal executive offices)		(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
0.450% Notes due 2025	FDX 25A	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
1.300% Notes due 2031	FDX 31	New York Stock Exchange
0.950% Notes due 2033	FDX 33	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. ☐

SECTION 8. OTHER EVENTS.

Item 8.01.

Other Events.

On June 21, 2025, FedEx Corporation (“FedEx” or the “Company”) announced with deep sadness that Frederick W. Smith, the Company’s founder and Executive Chairman and Chairman of the FedEx Board of Directors (the “Board”), had passed away on June 21, 2025. In light of Mr. Smith’s passing, on June 23, 2025, the Board reduced the size of the Board to twelve members and elected R. Brad Martin, who previously served as Vice Chairman of the Board, as Chairman of the Board effective June 23, 2025. Mr. Martin will continue to serve as Chairman of the Audit and Finance Committee of the Board.

The Board, executive leadership team, and employees of FedEx extend their deepest condolences to Mr. Smith’s family and express profound gratitude for his vision, leadership, and extraordinary contributions to FedEx, the country, and the world.