Fedex Corp

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by a Party other than the Registrant ☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

​ FOR MORE THAN 50 YEARS , we have been building networks that have created a differentiated and unmatched portfolio of services while continuously evolving to meet the changing needs of our customers and the market by connecting people and possibilities. We are shifting from a collection of separate but powerful operations to one integrated, flexible, efficient, and intelligent network. We continue to evolve to improve our operational efficiency, enhance profitability, and build a simplified experience to better serve our customers. ​

THE 2026 CORPORATE RESPONSIBILITY REPORT discusses our sustainability strategies, programs, and progress toward our goals. Explore our goals and progress at fedex.com/en-us/sustainability/reports.html .

FREDERICK W. SMITH, FOUNDER AND FORMER CHAIRMAN AND CEO OF FEDEX, NAMED TO FORBES' AMERICA'S 250 GREATEST HISTORIC INNOVATORS LIST. The list recognizes leaders whose ideas transformed industries and those who embody the American spirit of innovation. Forbes developed the list in consultation with the National Innovators Hall of Fame. The evaluation criteria included creativity, breadth, disruption, engagement, and impact. Smith's pioneering vision for overnight express delivery, beginning with FedEx's founding in 1973, transformed global logistics and introduced pivotal innovations including real-time tracking and integrated air-ground networks.

Non-GAAP financial measures. Please refer to Appendix C for a reconciliation to the most directly comparable measures calculated in accordance with GAAP.

A MESSAGE FROM OUR CHAIRMAN AND OUR LEAD INDEPENDENT DIRECTOR

Three weeks into fiscal 2026, we lost our Founder and Chairman, Frederick W. Smith. With the founding of FedEx more than five decades ago, Fred created not only a company but an entirely new industry. The values he established and the vision he articulated guided FedEx for more than 50 years and continue to shape our Company today.

Following his passing, the Board of Directors and leadership team resolved to increase the intensity of our commitment to this one-of-a-kind enterprise and the values that have defined it from the beginning. The performance of the Company in fiscal 2026 reflects the results of that determination.

Fiscal 2026 was marked by strategic clarity, disciplined execution, and meaningful progress on our transformation initiatives. These efforts, coupled with a strong financial performance delivered by our outstanding leadership team, led by CEO Raj Subramaniam, drove a substantial increase in stockholder value. Today, FedEx shares trade at levels well above any previous period in the Company's history.

Despite a volatile global environment marked by geopolitical conflict and trade friction, the FedEx team delivered outstanding operating results throughout fiscal 2026.

The Company also successfully completed the separation of FedEx Freight into an independent, publicly traded company. This transaction resulted from a strategic review initiated by the Board nearly two years earlier and was completed on time and on budget. With an experienced management team and a strong Board of Directors, FedEx Freight is well positioned to create substantial stockholder value in the years ahead.

Engagement with our stockholders remains an important priority of the Board. During fiscal 2026, we met with more than 25 major stockholders and participated in numerous discussions with investors. We value the perspectives gained through these conversations and benefit from the insights they provide.

Steve Gorman stepped down from the Board of FedEx Corporation to join the Board of FedEx Freight on June 1. Silvia Davila resigned from the Board in June, and Amy Lane will retire upon the completion of her term immediately before this year's annual meeting. We thank Steve, Silvia, and Amy for their many contributions to FedEx. We also welcomed Mark Edmunds to the Board of Directors. Mark, a retired Vice Chairman of Deloitte, brings significant financial and leadership expertise to the Board.

Over the past five decades, FedEx has built the world's most important industrial network. We enter this next chapter as a more focused company, with a proven management team and a highly engaged and experienced Board of Directors. The opportunities before us are enormous, and the challenges are significant.

Executive Chairman Chairman of the Board

​ R. Brad Martin Chairman of the Board FedEx Corporation ​ ​ Susan Patricia Griffith Lead Independent Director ​

​ ​ Board Recommendation ​ ​ Page Number

​ ​ Elect the eleven nominees named in the proxy statement as FedEx directors for a one-year term

​ ​ Advisory vote to approve named executive officer compensation

​ ​ Ratification of the appointment of Ernst & Young LLP as FedEx's independent registered public accounting firm for the period from June 1, 2026 through December 31, 2026

​ ​ Act upon three stockholder proposals, if properly presented at the meeting

Stockholders also will consider any other matters that may properly come before the meeting.

How to Attend the Virtual Annual Meeting

FedEx's 2026 annual meeting of stockholders will be a virtual meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/FDX2026 . There will not be a physical location for the annual meeting, and you will not be able to attend the meeting in person.

To attend the annual meeting of stockholders at www.virtualshareholdermeeting.com/ FDX2026 , you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability. Whether or not you plan to attend the virtual annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described to the right. During the meeting, you may ask questions and vote. To vote at the meeting, visit www.virtualshareholdermeeting.com/FDX2026 . For more information, please see page 119 .

Your vote is very important. Please vote your shares whether or not you plan to attend the meeting.

Executive Vice President, General Counsel and Secretary August 17, 2026 ​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 28, 2026:

The following materials are available at www.proxyvote.com :

The Notice of Annual Meeting of Stockholders to be held September 28, 2026;

The FedEx Annual Report to Stockholders for the fiscal year ended May 31, 2026.

A Notice Regarding the Internet Availability of Proxy Materials or the proxy statement, form of proxy, and accompanying materials are first being sent to stockholders on or about August 17, 2026.

Date and Time Monday, September 28, 2026, at 8:00 a.m. Central Time

Online via webcast at www. virtualshareholdermeeting. com/FDX2026