UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i March 29, 2024

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number  i 1-15829

Registrant’s telephone number, including area code:  i (901)  i 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:

Securities registered pursuant to Section 12(b) of the Act:

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  i ☐

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.

Federal Express Corporation (“FedEx Express”), a wholly owned subsidiary of FedEx Corporation (“FedEx”), announced today that its agreement to provide domestic transportation services for the United States Postal Service (“USPS”) will expire by its terms on September 29, 2024.

The parties were unable to reach agreement on mutually beneficial terms to extend the contract, and negotiations concluded on March 29, 2024, following extensive discussions.

FedEx Express will continue to provide air transportation services domestically and to Puerto Rico through the contract’s expiration on September 29, 2024.

See “Item 1A. Risk Factors — Strategic Risks — Changes in the business or financial soundness of the USPS, including strategic changes to its operations to reduce its reliance on the air network of FedEx Express, are likely to have an adverse effect on our results of operations and financial condition” in Part I of FedEx’s Annual Report on Form 10-K for fiscal year 2023, as filed with the Securities and Exchange Commission (“SEC”) on July 17, 2023, and “Part II — Item 1A. Risk Factors — The contract between FedEx Express and the U.S. Postal Service (“USPS”) for U.S. domestic services expires in September 2024 and we may not enter into a new agreement with the USPS, which could adversely affect our profitability” in FedEx’s Quarterly Report on Form 10-Q for the period ended February 29, 2024, as filed with the SEC on March 21, 2024, for more information.

FORWARD-LOOKING STATEMENTS

Certain statements herein, such as statements relating to FedEx’s continuation of service through September 29, 2024, 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,” “believes,” “expects,” “forecasts,” “anticipates,” “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, a decision by the USPS to terminate the contract early which could negatively affect our profitability, and other factors which can be found in FedEx’s press releases and filings with the SEC. Any forward-looking statement speaks only as of the date on which it is made. FedEx does 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.

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.