Form 8-K

8-K — FEDEX CORP

Accession: 0001104659-26-118604

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001048911

SIC: 4513 (AIR COURIER SERVICES)

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

Item: Financial Statements and Exhibits

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8-K — tm2628225d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628225d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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): October 26, 2026

FedEx

Corporation

(Exact name of registrant as specified in its

charter)

Commission File Number 1-15829

Delaware

(State or other jurisdiction of

incorporation)

62-1721435

(IRS

Employer

Identification No.)

942

South Shady Grove Road, Memphis, Tennessee

(Address of principal executive offices)

38120

(ZIP Code)

Registrant’s telephone number, including

area code: (901) 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:

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

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

Title

of each class

Trading

Symbol

Name

of each exchange

on which registered

Common

Stock, par value $0.10 per share

FDX

New

York Stock Exchange

1.625%

Notes due 2027

FDX

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29A

New

York Stock Exchange

0.450%

Notes due 2029

FDX

29B

New

York Stock Exchange

4.000% Notes due 3030

FDX 30A

New York Stock Exchange

1.300%

Notes due 2031

FDX

31B

New

York Stock Exchange

3.500%

Notes due 2032

FDX

New

York Stock Exchange

0.950%

Notes due 2033

FDX

New

York Stock Exchange

0.950%

Notes due 2033

FDX

33A

New

York Stock Exchange

4.625% Notes due 2034

FDX 34A

New York Stock Exchange

4.125%

Notes due 2037

FDX

New

York Stock Exchange

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 ¨

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 5. CORPORATE GOVERNANCE AND MANAGEMENT.

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

Certain Officers.

October 26, 2026, FedEx Corporation (“FedEx” or “the Company”) announced the appointment of Jamere Jackson as

Executive Vice President and Chief Financial Officer of FedEx, effective November 30, 2026. Mr. Jackson succeeds Claude F. Russ, who has

served as the Company’s Interim Chief Financial Officer since June 1, 2026.

Mr.

Jackson, 57, has served as Chief Financial Officer of AutoZone, Inc. (“AutoZone”), a leading retailer and distributor of automotive

replacement parts and accessories in the Americas, since January 1, 2021 and was Executive Vice President and Chief Financial Officer

– Elect, Finance and Store Development of AutoZone from September 14, 2020 to December 31, 2020. Prior to AutoZone, he served as

Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc., a global rental company, from 2018 to 2020. From

2014 to 2018, Mr. Jackson served as Chief Financial Officer of Nielsen Holdings plc, an information, data and measurement company. Prior

to 2014, Mr. Jackson held a variety of leadership roles at General Electric Company, including Vice President and Chief Financial Officer

of a division of General Electric Oil and Gas. Mr. Jackson serves on the Board of Directors of Eli Lilly & Co.

There

are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr.

Jackson or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K.

No family relationships exist between Mr. Jackson and any of the Company’s directors or executive officers. The appointment of Mr.

Jackson was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of

FedEx acting in his or her official capacity.

Mr.

Jackson’s annual base salary will be $1,000,000. In connection with his appointment, Mr. Jackson will receive a signing bonus of

$2,000,000, payable in two installments (November 2026 and November 2027), subject to repayment on a prorated basis if he resigns his

employment prior to the anniversary of his start date. He will participate in FedEx’s transition year 2026 (“TY26”)

annual incentive compensation (“AIC”) plan, with a target payout opportunity equal to 120% of his eligible earnings paid during

TY26. He also will be eligible for prorated participation in FedEx’s FY25–FY27 and FY26–FY28 long-term incentive plans

(“LTI Plans”).

Mr.

Jackson will receive a TY26 restricted stock unit (“RSU”) award having a grant date fair value equal to $766,000 and a TY26

stock option award having a Black-Scholes grant date fair value equal to $191,500. The RSUs and stock options will vest ratably over three

years. He will also receive a one-time special RSU award having a grant date fair value equal to $5,000,000, vesting ratably over three

years, which is intended to compensate Mr. Jackson for the forfeiture of his outstanding AutoZone equity awards.

Mr.

Jackson will participate in all employee benefit programs and receive the same perquisites provided to the Company’s other executive

officers at his level, including participation in the FedEx Corporation Executive Severance Plan. Additional details regarding the Company’s

AIC plan, LTI Plans, the Executive Severance Plan, and other elements of executive compensation are described in the Company’s Definitive

Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 17, 2026.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of FedEx Corporation dated October 26, 2026.

104

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

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.

FedEx Corporation

Date: October 26, 2026

By:

/s/ Gina F. Adams

Gina F. Adams

Executive Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628225d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Press Release

FedEx names Jamere Jackson as Executive Vice

President and Chief Financial Officer

Jackson is an experienced public-company CFO with

a strong record of stockholder value creation

MEMPHIS, Tenn., Oct. 26, 2026 - FedEx Corp. (NYSE: FDX) today

announced the appointment of Jamere Jackson as chief financial officer, effective Nov. 30. He succeeds Claude Russ, who has served as

interim CFO since June 1.

Jackson brings extensive experience leading the finance function at

several public companies. Most recently, he led both Finance and Store Development at AutoZone, where he has served as chief financial

officer beginning in January 2021. His background combines disciplined financial management, thoughtful capital allocation, and operational

experience to support business growth.

"I am pleased to welcome Jamere to FedEx and the executive leadership

team,” said Raj Subramaniam, president and chief executive officer of FedEx Corporation. “Jamere brings a deep understanding

of how disciplined financial strategy translates into strong operational performance. Throughout his career, he has proven his ability

to balance strategic investments in growth with an unwavering focus on profitability, cash generation, and capital allocation. I am confident

Jamere’s leadership will support FedEx’s strong momentum in driving profitable growth and help deliver long-term value for

stockholders."

"I also want to thank Claude for his leadership as interim CFO

and for his contributions to FedEx during this transition," Subramaniam added.

Before AutoZone, Jackson served as executive vice president and chief

financial officer of Hertz Global Holdings and as chief financial officer of Nielsen Holdings. Earlier in his career, he held a variety

of leadership roles at General Electric, including chief financial officer of a division of GE Oil and Gas. Jackson currently serves

on the Board of Directors for Eli Lilly & Co, where he is chair of the Audit Committee.

"FedEx is a remarkable business with an extraordinary team and

significant opportunity ahead," Jackson said. "I look forward to getting to know the company, learning from the worldclass

finance team, and bringing my experience to bear as we execute on our profitable growth strategy."

About FedEx Corp.

FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide

with a broad portfolio of transportation, ecommerce, and business services. With annual revenue of $86 billion, the company offers integrated

business solutions utilizing its flexible, efficient, and intelligent global network. Consistently ranked among the world’s most

admired and trusted employers, FedEx inspires its more than 450,000 employees to remain focused on safety, the highest ethical and professional

standards, and the needs of their customers and communities. FedEx is committed to connecting people and possibilities around the world

responsibly and resourcefully, with a goal to achieve carbon-neutral operations by 2040. To learn more, please visit fedex.com/about.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this press release may be considered forward-looking

statements, such as statements regarding expected future innovations and benefits of the strategic collaboration. 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,” “determined to,” 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, economic conditions in the global markets in which FedEx operates; uncertainty

and additional volatility in the global trade environment; FedEx’s ability to successfully implement its business strategies and

global transformation program and network optimization initiatives, including Network 2.0 and Tricolor, effectively respond to changes

in market dynamics, and achieve the anticipated benefits of such strategies and actions; and other factors which can be found in FedEx’s

and its subsidiaries’ press releases and FedEx’s filings with the Securities and Exchange Commission, including FedEx’s

Annual Report on Form 10-K for the fiscal year ended May 31, 2026. 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.

Media Contact:

Caitlin Maier

901-434-8100

mediarelations@fedex.com

Investor Relations Contact:

Jeni Hollander

901-818-7200

ir@fedex.com

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