Item 8.01. Other Events.

On February 5, 2026, FedEx Freight Holding Company, Inc. (the "Issuer"), a wholly owned subsidiary of FedEx Corporation ("FedEx" or the "Company"), issued $1,000,000,000 aggregate principal amount of its 4.300% Senior Notes due 2029 (the "2029 Notes"), $1,000,000,000 aggregate principal amount of its 4.650% Senior Notes due 2031 (the "2031 Notes"), $700,000,000 aggregate principal amount of its 4.950% Senior Notes due 2033 (the "2033 Notes"), and $1,000,000,000 aggregate principal amount of its 5.250% Senior Notes due 2036 (the "2036 Notes" and, together with the 2029 Notes, the 2031 Notes, and the 2033 Notes, the "Notes").

The Notes were offered and sold in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The Issuer has agreed to file with the Securities and Exchange Commission (the "SEC") an exchange registration statement with respect to an exchange offer for the Notes and related guarantees or a shelf registration statement for the resale of the Notes and the related guarantees.

The Issuer's obligations under the Indenture (as defined below) and the Notes will initially be guaranteed on a senior unsecured basis by the Company and FedEx Freight, Inc. ("Freight Inc." and, together with the Company, the "Guarantors"). The Company will be automatically and unconditionally released and discharged from all future obligations under its guarantee of the Notes pursuant to the guarantee agreement (the "Guarantee Agreement"), dated as of February 5, 2026, among the Company, the Issuer, and Regions Bank (the "Trustee") at such time as the transaction in which the Company will distribute to its stockholders at least 80.1% of the common stock of the Issuer (the "Spin-Off") has been completed. FedEx Custom Critical, Inc., a wholly owned subsidiary of Freight Inc., will also guarantee the Notes upon the completion of the Spin-Off.

The Notes and the related guarantees are the Issuer's and the Guarantors' general, unsecured senior obligations, and rank equally in right of payment with all of the Issuer's and the Guarantors' existing and future unsubordinated indebtedness, liabilities, and other obligations.

The Notes were issued by the Issuer pursuant to an indenture (the "Indenture"), dated as of February 5, 2026, among the Issuer, Freight Inc., and the Trustee. The Indenture contains customary terms and covenants, including, but not limited to, provisions relating to the payment of principal and interest and events of default.

The 2029 Notes bear interest at a rate of 4.300% per annum, the 2031 Notes bear interest at a rate of 4.650% per annum, the 2033 Notes bear interest at a rate of 4.950% per annum, and the 2036 Notes bear interest at a rate of 5.250% per annum, with interest on each series of notes payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The 2029 Notes will mature on March 15, 2029, the 2031 Notes will mature on March 15, 2031, the 2033 Notes will mature on March 15, 2033, and the 2036 Notes will mature on March 15, 2036.

The foregoing summaries of the Indenture and Guarantee Agreement are qualified in their entirety by reference to the full text of each such agreement, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.