Fedex Corp

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On June 8, 2026, the Board of Directors (the "Board") of FedEx Corporation ("FedEx"or the"Company") elected Mark A. Edmunds as a director, effective immediately. The Board also appointed Mr. Edmunds as Chair of its Audit and Finance Committee and member of its Cyber and Technology Oversight Committee. A copy of FedEx's press release announcing Mr. Edmunds' election is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Mr. Edmunds was elected for a term expiring at the FedEx annual meeting of stockholders in 2026, at which time his continued Board service will be subject to renomination and stockholder approval.

The Board has determined that Mr. Edmunds is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board's more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx's last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Mr. Edmunds or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Mr. Edmunds was not pursuant to any arrangement or understanding between him and any other person.

Mr. Edmunds will be compensated in accordance with the previously disclosed compensation program for FedEx's non-management (outside) directors. Accordingly, he will receive restricted stock units having a prorated target value of $60,450 and a prorated annual retainer payment of $43,400, and a prorated Audit and Finance Committee Chair payment of $9,300 upon his election to the Board.

On June 8, 2026, the Board, upon the recommendation of the Board's Governance, Safety, and Public Policy Committee, accepted Silvia Davila's resignation as a member of the Board, effective as of such date. Ms. Davila tendered her offer to resign from the Board in connection with a change in her principal employment, as required by the Company's Corporate Governance Guidelines and subject to the Board's acceptance. Ms. Davila's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operation, policies, or practices.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of FedEx Corporation dated June 8, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).