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Get filing alertsFedEx retires $4.86B debt via oversubscribed tender, funded by FedEx Freight spin dividend
Filed July 10, 2026 · Period ending July 10, 2026 · ~1 min read
Key Changes
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high
FedEx will retire $4.857 billion in debt across 13 series, accepting 12 series in full and prorating the 5.100% 2044 notes at 41.3%; six lower-priority series rejected due to oversubscription.
Item 8.01 — Other Events verify on EDGAR → -
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Tender funded primarily with ~$4.1 billion dividend from FedEx Freight received in connection with the June 1, 2026 spin-off, supplemented by cash on hand.
Item 8.01 — Other Events verify on EDGAR → -
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Offers closed early after tenders exceeded the $4.15 billion cap by the July 9 deadline; settlement occurs July 14, 2026 with no final settlement date.
Item 8.01 — Other Events verify on EDGAR → -
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Early tendering holders receive total consideration (determined July 10 via fixed spread over Treasury reference securities) plus $30 per $1,000 early tender premium and accrued interest.
Exhibit 99.1 view on EDGAR →
Summary
FedEx disclosed early results of its cash tender offers for up to $4.15 billion of outstanding notes, announcing it will retire $4.857 billion in aggregate principal across 13 series. The company received tenders exceeding the cap by the July 9 early deadline, leading it to accept 12 full series (priority levels 1–12) and prorate the 5.100% 2044 notes at approximately 41.3%.
Six lower-priority series will not be accepted. Settlement occurs July 14, 2026. The tender is funded primarily with proceeds from a ~$4.1 billion dividend FedEx received from FedEx Freight in connection with the freight business spin-off completed June 1, 2026, supplemented by cash on hand. This represents a material deleveraging action, reducing long-term obligations across maturities ranging from 2031 to 2065.
The oversubscription and early closure indicate strong bondholder participation and efficient execution of the company's post-spin capital structure optimization. Holders who tendered by the early deadline receive the total consideration (priced July 10 via fixed spreads over Treasury reference securities) plus a $30 per $1,000 early tender premium and accrued interest through settlement.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Since the aggregate purchase price, not including accrued and unpaid interest, payable in respect of the Notes that were validly tendered and not validly withdrawn in the Offers at or before the Early Tender Time is expected to exceed the Offer Cap, FedEx 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 on a prorated basis as described in the Offer to Purchase, so that the aggregate purchase price does not exceed the Offer Cap.
FedEx received tenders exceeding its $4,150,000,000 offer cap by the early tender deadline of July 9, 2026. The company will accept all tendered notes from the 12 highest-priority series (priority levels 1-12) and a prorated portion of the 5.100% Notes due 2044 (priority level 13) to stay within the cap. The six lowest-priority series (levels 14-19) will not be accepted. Settlement is scheduled for July 14, 2026, with holders receiving the total consideration plus accrued interest.
Added in current filing · verify on EDGAR →
Principal Amount Outstanding ... Aggregate Principal Amount Tendered 1 | 4.500% Notes due 2065 | 31428XBD7 | $ 36,960,000 | $ 7,022,000 4.500% Notes due 2065 U31520BA3 31428XCZ7 31428XDX1 | $ 213,040,000 | $ 115,951,000 2 | 3.250% Notes due 2041 | 31428XCE4 | $ 130,365,000 | $ 57,574,000 3.250% Notes due 2041 U31520AP1 31428XCN4 31428XDL7 | $ 619,635,000 | $ 379,242,000 3 | 4.050% Notes due 2048 | 31428XBQ8 | $ 256,565,000 | $ 60,048,000 4.050% Notes due 2048 U31520AX4 31428XCW4 31428XDU7 | $ 743,435,000 | $ 431,117,000 4 | 3.875% Notes due 2042 | 31428XAT3 | $ 55,389,000 | $ 23,015,000 3.875% Notes due 2042 U31520AQ9 31428XCP9 31428XDM5 | $ 444,611,000 | $ 212,949,000 5 | 4.100% Notes due 2045 | 31428XBB1 | $ 146,170,000 | $ 50,541,000 4.100% Notes due 2045 U31520AT3 31428XCS3 31428XDQ6 | $ 503,830,000 | $ 334,899,000
The filing discloses tender participation across 19 series of notes with maturities ranging from 2028 to 2050 and coupons from 2.400% to 5.250%. Participation rates varied significantly by series, with some long-dated higher-coupon notes seeing strong participation (e.g., 4.050% 2048 notes at 49% tendered, 4.100% 2045 notes at 61% tendered). The company is using a waterfall methodology based on acceptance priority levels to determine which notes to accept within the $4.15 billion cap.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
FedEx 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.
FedEx announced pricing for its previously disclosed cash tender offers, capped at $4.15 billion. The company will accept 13 series of notes in full (priority levels 1 through 12) and prorate the 5.100% Notes due 2044 at approximately 41.3%, accepting $134.5 million of the $750 million tendered. Six lower-priority series will not be accepted. Settlement occurs July 14, 2026, with holders receiving the Total Consideration (including a $30 per $1,000 early tender premium) plus accrued interest.
Added in current filing · view on EDGAR →
FedEx expects to accept for purchase, and pay for, $4,857,412,000 aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date.
FedEx will retire $4.857 billion in aggregate principal amount of debt through this tender offer. This represents a material deleveraging action, reducing long-term debt obligations across multiple maturities ranging from 2031 to 2065. The company satisfied all offer conditions and will settle on July 14, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 11, 2026 · How we verify