8-K
FEDEX CORP (FDX)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2026
FedEx Corporation
(Exact name of registrant as specified in its charter)
Commission File Number 1-15829
| Delaware **** (State or other jurisdiction of<br><br> incorporation) **** | 62-1721435 <br><br> <br>(IRS Employer<br> Identification No.) , Memphis | |
|---|---|---|
| 942 South Shady Grove Road , Tennessee **** (Address<br> of principal executive offices) | 38120**** (ZIP Code) | |
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Registrant’s telephone number, includingarea 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<br> Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to<br> Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to<br> Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br>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 31 | 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. ¨
SECTION 2. FINANCIAL INFORMATION.
| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
|---|
On January 23, 2026, FedEx Express FR (“FedEx France”), a subsidiary of FedEx Corporation (“FedEx”), announced a transformation program to modernize and simplify its domestic operations in France. A copy of the press release issued by FedEx France on January 23, 2026, announcing the plan is attached as Exhibit 99.1 and incorporated herein by reference. The proposal may reduce up to 500 operational positions and change working locations and schedules for up to 800 operational team members. The execution of this plan is expected to occur over approximately 18 months and is subject to a consultation process in accordance with local country processes and regulations. We expect the pre-tax costs of severance benefits, legal and professional fees, and facilities lease termination charges to be provided under and related to the transformation program to range from $175 million to $275 million, substantially all of which are cash expenditures. These charges are expected to be incurred through fiscal 2028 and will be classified as business optimization costs, net of payments. The actual amount and timing of costs related to the transformation program are dependent on local country consultation processes and regulations and negotiation social plans and may differ from our current expectations and estimates.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02. Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2026, FedEx announced the appointment of Scott L. Ray as Chief Operating Officer, United States and Canada – Elect, of Federal Express Corporation (“FEC”), effective February 1, 2026, and Chief Operating Officer, United States and Canada, of FEC, effective June 1, 2026. As previously announced on May 19, 2025, John A. Smith, who currently serves as Chief Operating Officer, United States and Canada, of FEC, has been selected to serve as president and chief executive officer of FedEx Freight following its spin-off from FedEx, which is expected to be completed on June 1, 2026. Mr. Smith will continue to serve in his current role through May 31, 2026.
FORWARD-LOOKING STATEMENTS.
Certain statements in this Current Report on Form 8-K, such as statements relating to FedEx’s, FedEx France, and FEC’s estimates of pre-tax cash expenditures and savings as a result of the strategic operational restructuring initiatives and the timeline for completion as well as the expected spin-off of FedEx Freight, may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believe,” “expected,” “anticipated,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the ability of FedEx France and FEC to receive applicable local country works council approvals, the disruption of ongoing business, the ability of FEC to achieve the expected benefits from the operational restructuring initiatives, FedEx’s ability to satisfy required closing conditions and successfully implement the spin-off of FedEx Freight and achieve the anticipated benefits of such transaction, and other factors which can be found in FedEx’s and FEC’s press releases and FedEx’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made. FedEx and FEC do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated January 23, 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: January 29, 2026 | By: | /s/ Guy M. Erwin II |
| Guy M. Erwin II | ||
| Corporate Vice President – Chief Accounting Officer |
Exhibit 99.1
FedEx shares bold operational transformationplan to secure long-term competitiveness in France
Lyon, January 23, 2026 – FedEx in France has today proposed a significant transformation programme to modernise and simplify its domestic operations in order to secure its long-term competitiveness in France. The proposal, which includes a restructuring of the company’s facility footprint and a confirmed investment of up to €78M in new infrastructure and technology, underscores FedEx’s commitment to France, one of the company’s largest markets in Europe.
The French courier and express transportation market is dominated by a highly competitive and cost-pressurised domestic parcels sector. To strengthen its competitive position in France, FedEx has presented bold plans to redesign its ground operations network, modernise its technology and infrastructure footprint, and align its commercial strategy towards more international growth to and from France. Accordingly, there are no proposed changes to the FedEx international air network, including the Charles De Gaulle hub in Paris, as part of this programme.
The ground operations network redesign will simplify the network and eliminate overlapping infrastructure. As a result, the FedEx station footprint will be scaled down from 103 to 86 stations. In doing so, FedEx may reduce up to 500 operational positions and change working locations and schedules for up to 800 operational team members. Additionally, a potential more than 770 new full-time and part-time operations positions may be created as a result of the operations network redesign and technological enhancements, with affected employees given priority for these roles.
The plan comes with a confirmed investment of up to €78M to upgrade key facilities in the network and deploy state-of-the-art scanning technologies, improving the experience for team members and the service offered to customers. This is a clear demonstration of the commitment to the French market.
FedEx is also modernising its technology landscape, with the roll-out of an innovative new platform to optimise pickup and delivery operations. The platform digitises and unifies systems, modernises scanning processes, and improves service levels through enhanced route optimisation. Already proven in the U.S. to enhance team member and customer experiences, it is making its European debut in France.
In line with its people-focused culture, FedEx will conduct this process with the utmost care and respect and will work closely with social partners to establish fair and appropriate accompanying measures throughout the information and consultation process.
FedEx will pursue the formal consultation process with social partners in accordance with local labour law.
ENDS
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, such as statements relating to FedEx’s, FedEx France, and Federal Express Corporation’s (“FEC”) estimates of pre-tax cash expenditures and savings as a result of the strategic operational restructuring initiatives and the timeline for completion, may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include those preceded by, followed by or that include the words “will,” “may,” “could,” “would,” “should,” “believe,” “expected,” “anticipated,” “plans,” “estimates,” “targets,” “projects,” “intends” or similar expressions. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the ability of FedEx France and FEC to receive applicable local country works council approvals, the disruption of ongoing business, the ability of FEC to achieve the expected benefits from the operational restructuring initiatives, and other factors which can be found in FedEx’s and FEC’s press releases and FedEx’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made. FedEx and FEC do not undertake or assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About FedEx Corp.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce, and business services. With annual revenue of $90 billion, 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 more than 500,000 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.
Notes to editors
FedEx Express France refers to the legal entity FedEx Express FR.
For more information, please contact fedex@apcoworldwide.com