Every material Form 8-K FedEx has filed with the SEC since September 18, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
FedEx reported its third quarter financial results for the period ended September 30, 2026, showing revenue of $22.9 billion and diluted earnings per share of $1.21 on a GAAP basis. The company completed $2.0 billion in share repurchases and raised its full-year calendar 2026 revenue and adjusted earnings per share outlook. Additionally, FedEx completed the sale of FedEx Supply Chain to CMA CGM Group for approximately $1.4 billion.
Revenue reached $22.9 billion for the quarter ended September 30, 2026, compared to $20.4 billion in the prior-year period.
FedEx completed $2.0 billion of share repurchases and raised its calendar 2026 adjusted diluted EPS forecast to $18.00 to $18.60.
The sale of FedEx Supply Chain to CMA CGM Group was completed on October 1, 2026, for approximately $1.4 billion.
Parcel shipping rates are scheduled to increase by an average of 5.9% effective January 4, 2027.
FedEx Corporation changed its fiscal year end to December 31 and completed the spin-off of FedEx Freight into a publicly traded company on June 1, 2026. The company also realigned its internal reporting into Express U.S. Domestic and Express International segments and sold its FedEx Supply Chain business for $1.4 billion on October 1, 2026. Supplemental historical financial information has been provided to reflect these structural changes.
Changed fiscal year end from May 31 to December 31, effective June 1, 2026.
Completed spin-off of FedEx Freight on June 1, 2026, presenting it as discontinued operations.
Completed the sale of FedEx Supply Chain to CMA CGM Group for $1.4 billion on October 1, 2026.
Realigned reportable segments into Express U.S. Domestic and Express International.
FedEx said on October 26, 2026 that Jamere Jackson will become Executive Vice President and Chief Financial Officer effective November 30, 2026, succeeding Claude F. Russ, who has been interim CFO since June 1, 2026. Jackson has been CFO of AutoZone since January 1, 2021, and previously held CFO roles at Hertz and Nielsen Holdings. The filing also discloses his pay package, including a $1,000,000 base salary and a $2,000,000 signing bonus.
Jackson starts as CFO on November 30, 2026, replacing interim CFO Claude F. Russ, who has held the role since June 1, 2026
Jackson's annual base salary is $1,000,000, with a target annual incentive of 120% of eligible earnings paid during TY26
He will receive a $2,000,000 signing bonus in two installments (November 2026 and November 2027) and a one-time special RSU award with a grant date fair value of $5,000,000
Jackson was CFO of AutoZone from January 1, 2021, and CFO of Hertz Global Holdings from 2018 to 2020
On July 20, 2026, FedEx's Board approved an Executive Severance Plan that will govern all future executive officer separations and replaces the Management Retention Agreements with each executive officer. The plan ties severance benefits to a full release of claims and non-compete and non-solicit covenants, and FedEx would seek to recover benefits paid to executives who violate those covenants.
Plan approved July 20, 2026; the CEO's lump sum multiplier is 2x base salary plus target bonus, 1.5x for executives with 10 or more years of service, and 1x for others
Double-trigger change of control protection: qualifying terminations within 24 months after a change of control carry a 2x multiplier for all executives
The filing also discloses a one-time special bonus pool, set in June 2026, for about 1,100 managing directors and above; CEO Rajesh Subramaniam will receive $1,900,000 and Brie A. Carere $850,000 in July 2026
FedEx filed unaudited supplemental historical financials recast for its new December fiscal year end and the June 1, 2026 spin-off of FedEx Freight, which is now presented as discontinued operations. On a recast basis, calendar 2025 revenue rose to $82.5 billion from $79.1 billion in 2024, and diluted earnings per share rose to $19.09 from $17.08. The figures are for information only and do not restate previously issued statements.
Fiscal year changed from May 31 to December 31, effective June 1, 2026; a seven-month transition period runs through December 31, 2026, covered in a Transition Report on Form 10-K.
Calendar 2025 recast total revenue was $82,463 million vs. $79,130 million in 2024; total operating income was $4,554 million vs. $3,272 million.
Diluted EPS for calendar 2025 was $19.09 vs. $17.08 in 2024; continuing operations diluted EPS was $14.62 vs. $10.74.
FedEx announced on July 1, 2026 that it will sell FedEx Supply Chain to CMA CGM Group for $1.4 billion, with closing expected in the second half of calendar 2026.
FedEx reported fiscal fourth-quarter revenue of $25.0 billion, up from $22.2 billion a year earlier, and adjusted diluted EPS of $6.31, up from $6.07. GAAP diluted EPS fell to $6.60 from $6.88, mainly due to FedEx Freight spin-off costs, business optimization costs and other adjustments. The filing also completed the June 1, 2026 FedEx Freight spin-off and gave a calendar 2026 outlook of about 11% revenue growth and GAAP diluted EPS of $16.55 to $17.75.
Q4 revenue $25.0 billion vs. $22.2 billion a year earlier; GAAP operating income $1.55 billion vs. $1.79 billion
Q4 adjusted diluted EPS $6.31 vs. $6.07; GAAP diluted EPS $6.60 vs. $6.88
Calendar 2026 forecast: revenue growth about 11%, GAAP diluted EPS $16.55 to $17.75, adjusted $16.90 to $18.10; plans to repurchase up to $1 billion of shares
FedEx's board elected Mark A. Edmunds, a retired Deloitte vice chairman, as a director on June 8, 2026, and named him chair of the Audit and Finance Committee. The same day, director Silvia Davila resigned from the board because of a change in her principal employment, not a disagreement with the company.
Mark A. Edmunds elected director effective June 8, 2026; term expires at the 2026 annual stockholder meeting
Edmunds appointed Chair of Audit and Finance Committee and member of Cyber and Technology Oversight Committee
Edmunds to receive prorated RSUs with a $60,450 target value, a $43,400 retainer and a $9,300 committee chair payment
Silvia Davila resigned from the board effective June 8, 2026, citing a change in her principal employment
FedEx completed the spin-off of FedEx Freight effective 12:01 a.m. Central Time on June 1, 2026, distributing 80.1% of FedEx Freight shares to FedEx stockholders. FedEx Freight began regular-way trading on the NYSE under FDXF that day, and FedEx continues to trade as FDX, so shareholders now hold stock in two separate public companies. The filing also covers agreements governing the continuing relationship between the two companies and leadership changes tied to the separation.
Each FedEx stockholder received one FedEx Freight share for every two FedEx shares held at the close of business on May 15, 2026; cash is paid in lieu of fractional shares.
FedEx retained 19.9% of FedEx Freight shares and will dispose of them within 24 months of the separation.
John A. Smith resigned as FedEx Chief Operating Officer, United States and Canada, to become President and CEO of FedEx Freight.
Stephen E. Gorman left the FedEx Board to join the FedEx Freight board, and the FedEx Board decreased in size from thirteen to twelve members.
FedEx chief accounting officer Guy Erwin II resigned, effective May 31, 2026, to join FedEx Freight Holding Company as senior vice president and chief accounting officer. The filing says his resignation is not the result of any disagreement with the company on financial controls, financial statements, operations, policies, or practices. The board appointed Claude F. Russ, who is also the interim chief financial officer, as interim chief accounting officer effective June 1, 2026, until a permanent successor is appointed.
Guy M. Erwin II resigns effective May 31, 2026, after informing the company on May 14, 2026.
Erwin joins FedEx Freight Holding Company, Inc. as senior vice president and chief accounting officer.
Claude F. Russ becomes interim chief accounting officer effective June 1, 2026, and is also named interim chief financial officer effective June 1, 2026.
Russ previously served as senior vice president and chief financial officer of FedEx Freight and has been enterprise vice president, finance since June 2024.
FedEx said Chief Financial Officer John W. Dietrich will step down as Executive Vice President and CFO on June 1, 2026, and leave the company on July 31, 2026, with the departure not tied to any disagreement over financial controls or statements. Claude F. Russ, currently Enterprise Vice President, Finance, will serve as interim CFO starting June 1, 2026, while keeping his current role, and the company will search for a permanent successor.
John W. Dietrich steps down as CFO on June 1, 2026 and departs July 31, 2026
Claude F. Russ appointed interim CFO effective June 1, 2026, while retaining his Enterprise Vice President, Finance role
Russ receives $25,000 per month while serving as interim CFO, plus a one-time restricted stock unit award valued at $50,000 vesting over three years
FedEx expects to enter a separation and release agreement with Dietrich; terms not yet disclosed
FedEx reported third-quarter fiscal 2026 results for the quarter ended February 28, 2026, with revenue of $24.0 billion, up from $22.2 billion a year earlier, and GAAP diluted EPS of $4.41 versus $3.76. The company raised its fiscal 2026 EPS forecast before MTM retirement plan adjustments to $16.05 to $16.85 from $14.80 to $16.00, and says the FedEx Freight spin-off remains on track for June 1, 2026.
Q3 revenue $24.0 billion versus $22.2 billion; GAAP operating income $1.35 billion versus $1.29 billion
GAAP diluted EPS $4.41 versus $3.76; adjusted diluted EPS $5.25 versus $4.51
Fiscal 2026 EPS before MTM adjustments raised to $16.05 to $16.85 from $14.80 to $16.00; no GAAP EPS outlook provided
FedEx Freight spin-off on track for June 1, 2026; FedEx Freight issued $3.7 billion of senior notes on February 5, 2026
On March 9, 2026, FedEx's board approved amendments to its FY25–FY27 and FY26–FY28 long-term incentive plans, measuring performance through FY26 and assuming target performance for the remaining periods. The changes were made in light of the planned June 1, 2026 spin-off of FedEx Freight and the move of the fiscal year end from May 31 to December 31, effective June 1, 2026.
Board approved the LTI Plan amendments on March 9, 2026, on the recommendation of the Compensation and Human Resources Committee.
FY25–FY27 plan: 67% actual performance and 33% target; FY26–FY28 plan: 33% actual performance and 67% target.
Payouts follow May 31, 2027 or May 31, 2028, as applicable.
Amendments apply to participants who remain employees after the Spin-off, including named executive officers; the filing says no other changes to metrics or payout opportunities were made.
FedEx France proposed a transformation program on January 23, 2026, to modernize its domestic operations in France, which may reduce up to 500 operational positions and change locations or schedules for up to 800 team members. FedEx expects pre-tax costs of $175 million to $275 million, mostly cash, through fiscal 2028, and the plan is subject to local consultation. FedEx also named Scott L. Ray to a US and Canada operations role and said John A. Smith will lead FedEx Freight after its spin-off, expected June 1, 2026.
Up to 500 operational positions may be reduced in France, and up to 800 team members may see changes to work locations or schedules.
Pre-tax costs for severance, legal and professional fees, and lease terminations are expected to range from $175 million to $275 million, substantially all in cash, through fiscal 2028.
Execution is expected over about 18 months and depends on local consultation processes, and actual amounts may differ from current estimates.
Scott L. Ray was named Chief Operating Officer, United States and Canada, of Federal Express Corporation, effective June 1, 2026; John A. Smith will lead FedEx Freight after its spin-off, expected June 1, 2026.
FedEx Freight Holding Company, a FedEx subsidiary, entered into a $1.2 billion five-year revolving credit facility and a $600 million three-year delayed draw term loan on January 15, 2026, in contemplation of its planned spin-off from FedEx. The term loan proceeds are to fund a cash distribution to FedEx and Spin-Off costs, and the facilities are conditioned on the spin-off closing, so shareholders should note the new debt is tied to that separation. A FedEx board member also said he will resign from the FedEx board and join the FedEx Freight board upon the spin-off.
Revolving credit facility: $1.2 billion committed, five years, including a $50 million letter of credit sub-facility
Delayed draw term loan: $600 million principal, three years, proceeds used to fund a cash distribution to FedEx
Commitments terminate if the Spin-Off is abandoned or, for the revolver, if closing has not occurred by August 31, 2026
Stephen E. Gorman notified the FedEx board on January 12, 2026 of his decision to resign effective upon joining the FedEx Freight board
FedEx reported second-quarter fiscal 2026 results for the quarter ended November 30, 2025, with revenue of $23.5 billion, up 7% from $22.0 billion a year earlier, and GAAP net income of $956 million, up from $741 million. The company raised the low end of its fiscal 2026 revenue growth and diluted EPS forecasts, while the FedEx Freight spin-off remains on track for June 1, 2026, which matters to shareholders because it will create a separately traded company.
Q2 revenue $23.5 billion, up 7%; GAAP diluted EPS $4.04 vs. $3.03 a year earlier; adjusted diluted EPS $4.82 vs. $4.05.
Fiscal 2026 revenue growth forecast now 5% to 6% (prior 4% to 6%); diluted EPS before MTM pension adjustments now $14.80 to $16.00 (prior $14.20 to $16.00).
FedEx Freight segment GAAP operating income fell to $90 million from $312 million, with $152 million of spin-off costs in the quarter.
Repurchased $276 million of shares in Q2; $1.3 billion remained under the 2024 authorization as of November 30, 2025.
FedEx amended its two credit agreements, totaling $3.5 billion, on October 31, 2025, to prepare for the planned spin-off of FedEx Freight by June 2026. The changes release FedEx Freight from its guarantees at the spin-off, exclude up to $600 million of spin-off costs from covenant EBITDA, and extend lender commitments to 2028 and 2030.
Two $1.75 billion credit agreements amended on October 31, 2025, with JPMorgan Chase Bank, N.A. as administrative agent
FedEx Freight released from guarantees upon completion of the spin-off, planned by June 2026
Up to $600 million of spin-off transaction costs excluded from adjusted EBITDA for the 3.5-to-1.0 leverage covenant
Commitment termination dates extended to March 15, 2028 (three-year) and March 15, 2030 (five-year)
At its September 29, 2025 annual meeting, FedEx shareholders elected 13 directors, approved the advisory vote on executive pay with 63.3% of voted shares, and approved 2,100,000 additional shares for the Stock Incentive Plan. The board also approved an annual cash incentive plan for fiscal 2026 and one-time performance stock unit grants tied to fiscal 2028 operating margin improvement, which shareholders may watch for future pay costs.
Say-on-pay proposal approved: 117,787,536 votes for (63.3% of voted shares) and 67,893,921 against (36.5%)
Stockholder proposal for an independent board chairman was not approved: 42.5% for, 57.3% against
CEO Rajesh Subramaniam has a fiscal 2026 target payout of 200% of base salary and a PSU target value of $2,787,500
Fiscal 2026 incentive plan weights adjusted consolidated operating income at 50%, structural cost reduction at 25% and on-time service at 25%
FedEx reported fiscal first-quarter results for the period ended August 31, 2025, with revenue of $22.2 billion, up 3% from a year earlier, and GAAP diluted EPS of $3.46, up from $3.21. The company also initiated full-year fiscal 2026 EPS guidance of $14.20 to $16.00 before pension mark-to-market adjustments, and reaffirmed its cost-reduction and capital spending targets. Shareholders are affected by the $0.5 billion of share repurchases in the quarter and the planned FedEx Freight spin-off by June 2026.
Revenue was $22.2 billion versus $21.6 billion a year earlier; GAAP operating income was $1.19 billion versus $1.08 billion.
GAAP diluted EPS was $3.46 versus $3.21; adjusted diluted EPS was $3.83 versus $3.60.
Fiscal 2026 EPS guidance is $14.20 to $16.00 before MTM pension adjustments, or $17.20 to $19.00 after excluding certain costs; revenue growth is forecast at 4% to 6%.
$0.5 billion of shares were repurchased in the quarter, with $1.6 billion remaining under the 2024 authorization as of August 31, 2025.
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