Bildirim maddeleri
Madde 8.01
Diğer Önemli Olaylar
Madde 9.01
Finansal Tablolar ve Ekler
Bildirim metni
On July 10, 2026, FedEx Corporation (the "Company") announced the early results of its previously announced cash tender offers (each, an "Offer"and collectively, the"Offers") for its validly tendered (and not validly withdrawn) notes set forth below (collectively, the "Notes"). The Offers are being made pursuant to an Offer to Purchase, dated June 25, 2026 (the "Offer to Purchase"), which sets forth a description of the terms of the Offers.
The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on July 9, 2026 (the "Early Tender Time"). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on July 9, 2026, and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.
Acceptance Priority Level (1) Title of Series of Notes CUSIP No. Principal Amount Outstanding Aggregate Principal Amount Tendered
(1) The Company is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offers for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed $4,150,000,000 (the "Offer Cap") using a "waterfall" methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the table above (the "Acceptance Priority Levels").
The Company also announced on July 10, 2026 the pricing terms of the Offers. Accordingly, on July 14, 2026 (the "Early Settlement Date"), the Company expects to accept for purchase pursuant to the Offers the full amount of each series of the 4.500% Notes due 2065 (which have an Acceptance Priority Level of 1), the full amount of each series of the 3.250% Notes due 2041 (which have an Acceptance Priority Level of 2), the full amount of each series of the 4.050% Notes due 2048 (which have an Acceptance Priority Level of 3), the full amount of each series of the 3.875% Notes due 2042 (which have an Acceptance Priority Level of 4), the full amount of each series of the 4.100% Notes due 2045 (which have an Acceptance Priority Level of 5), the full amount of each series of the 4.100% Notes due 2043 (which have an Acceptance Priority Level of 6), the full amount of each series of the 4.400% Notes due 2047 (which have an Acceptance Priority Level of 7), the full amount of each series of the 4.550% Notes due 2046 (which have an Acceptance Priority Level of 8), the full amount of each series of the 4.750% Notes due 2045 (which have an Acceptance Priority Level of 9), the full amount of each series of the 2.400% Notes due 2031 (which have an Acceptance Priority Level of 10), the full amount of each series of the 4.950% Notes due 2048 (which have an Acceptance Priority Level of 11), the full amount of each series of the 3.900% Notes due 2035 (which have an Acceptance Priority Level of 12) and a portion of each series of the 5.100% Notes due 2044 (which have an Acceptance Priority Level of 13) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase, using a proration factor of approximately 41.3%, so that the aggregate purchase price does not exceed the Offer Cap. The 3.100% Notes due 2029 (which have an Acceptance Priority Level of 14), the 5.250% Notes due 2050 (which have an Acceptance Priority Level of 15), the 3.400% Notes due 2028 (which have an Acceptance Priority Level of 16), the 4.250% Notes due 2030 (which have an Acceptance Priority Level of 17), the 4.200% Notes due 2028 (which have an Acceptance Priority Level of 18) and the 4.900% Notes due 2034 (which have an Acceptance Priority Level of 19) will not be accepted for purchase. After applying the proration factor to each series of 5.100% Notes due 2044, the Company expects to accept $23,475,000 aggregate principal amount (CUSIP No. 31428XAW6) and $110,993,000 aggregate principal amount (CUSIP No. U31520AS5, 31428XCR5 and 31428XDP8) of the 5.100% Notes due 2044 for purchase in the Offers.
Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or terminated, because the aggregate purchase price of Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded the Offer Cap, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on the Early Settlement Date will be returned to holders promptly after such date.
The Company intends to pay the purchase price for the Notes validly tendered (and not validly withdrawn) and accepted for purchase in the Offers with the proceeds of the approximately $4.1 billion dividend received from FedEx Freight Holding Company, Inc. ("FedEx Freight") in connection with the spin-off of FedEx Freight on June 1, 2026 (the "Spin-Off"), together with cash on hand. Accrued and unpaid interest payable in respect of the Notes accepted for purchase and fees and expenses associated with the Offers will be paid with cash on hand.
Acopy of each of the press releases announcing the early tender results and the pricing terms of the Offers is attached hereto as Exhibits 99.1 and 99.2, respectively, and the information set forth therein is incorporated herein by reference.
The information in this Form 8-K filed pursuant to Item 8.01 is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
Cautionary Statement Regarding Forward-Looking Information
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release, dated July 10, 2026 (early tender results).
Exhibit 99.2 Press Release, dated July 10, 2026 (pricing).
Exhibit 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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Fedex Corp, 8-KSEC EDGAR dosya no 000110465926082672
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