{"url_path":"/sec/fdx/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1048911/0001104659-26-068519-index.html","accession_number":"0001104659-26-068519","cik":"0001048911","ticker":"FDX","issuer_name":"FEDEX CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1048911/0001104659-26-068519-index.html","primary_entity_key":"0001048911","primary_entity_name":"FEDEX CORP"},"word_count":1525,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive Agreement.**\n\n \n\nOn June 1, 2026, FedEx Corporation, a Delaware corporation (“FedEx”\nor the “Company”) completed its spin-off of FedEx Freight Holding Company, Inc., a Delaware corporation (“FedEx\nFreight”), into a new, publicly traded company (the “Spin-Off”). FedEx, or subsidiaries thereof, have entered into the\nfollowing agreements with FedEx Freight, or subsidiaries thereof, in connection with the Spin-Off in order to govern the ongoing relationship\nbetween the Company and FedEx Freight after the Spin-Off and to facilitate an orderly transition.\n\n \n\n**Separation and Distribution Agreement**\n\n \n\nOn May 28, 2026, the Company and FedEx Freight entered into a\nSeparation and Distribution Agreement (the “Separation and Distribution Agreement”) that sets forth the agreements between\nFedEx and FedEx Freight regarding the principal actions taken in connection with the Spin-Off, including those related to the series of\ninternal reorganization transactions that FedEx undertook prior to the Spin-Off, pursuant to which FedEx Freight holds, through its subsidiaries,\nthe FedEx Freight business, and the distribution of 80.1% of the issued and outstanding shares of FedEx Freight common stock to FedEx’s\nstockholders pursuant to the Spin-Off. It also sets forth other agreements that govern certain aspects of the Company’s relationship\nwith FedEx Freight following the Spin-Off. A summary of the Separation and Distribution Agreement can be found in the section entitled\n“Certain Relationships and Related Person Transactions—Agreements with FedEx—Separation and Distribution Agreement”\nin FedEx Freight’s Information Statement included as Exhibit 99.1 to the Company’s Current Report on Form 8-K that\nwas filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026 (the “Information Statement”),\nwhich summary is incorporated herein by reference.\n\n \n\nThe foregoing description of the Separation and Distribution Agreement\ndoes not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation and Distribution\nAgreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.\n\n \n\n**Transition Services Agreement**\n\n \n\nOn May 31, 2026, the Company and FedEx Freight entered into a\nTransition Services Agreement (the “Transition Services Agreement”), pursuant to which each of FedEx and FedEx Freight will\nprovide certain transitional services to the other. The services, including certain support functions such as order creation, customer\ndata management, marketing, clearance, data and analytics, and other functions, as well as the technology operations and support technologies\nrequired for those functions, will be provided for a limited time, generally for no longer than two years following the Effective\nTime (as defined below), and will be provided for specified fees, which are generally based on existing allocation models and/or on a\ncost/cost-plus basis.\n\n \n\nThe foregoing description of the Transition Services Agreement does\nnot purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, a\ncopy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.\n\n \n\n**Tax Matters Agreement**\n\n \n\nOn May 31, 2026, the Company and FedEx Freight entered into a\nTax Matters Agreement (the “Tax Matters Agreement”) that governs the parties’ respective rights, responsibilities, and\nobligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits\nand other tax proceedings, and other matters regarding taxes. A summary of the Tax Matters Agreement can be found in the section entitled\n“Certain Relationships and Related Person Transactions—Agreements with FedEx—Tax Matters Agreement” in the Information\nStatement, which summary is incorporated herein by reference.\n\n \n\nThe foregoing description of the Tax Matters Agreement does not purport\nto be complete and is subject to, and qualified in its entirety by, the full text of the Tax Matters Agreement, a copy of which is filed\nas Exhibit 10.2 hereto and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n**Employee Matters Agreement**\n\n \n\nOn May 31, 2026, the Company and FedEx Freight entered into an\nEmployee Matters Agreement (the “Employee Matters Agreement”) that addresses employment and employee compensation and benefits\nmatters, including with respect to severance, workers’ compensation, paid time off, and sharing of employee records and information.\nThe Employee Matters Agreement also addresses the allocation and treatment of assets and liabilities relating to FedEx and FedEx Freight\ncurrent and former employees and the assets and liabilities of the compensation and benefit plans and programs in which the current and\nformer employees participate. A summary of the Employee Matters Agreement can be found in the section entitled “Certain Relationships\nand Related Person Transactions—Agreements with FedEx— Employee Matters Agreement” in the Information Statement, which\nsummary is incorporated herein by reference.\n\n \n\nThe foregoing description of the Employee Matters Agreement does not\npurport to be complete and is subject to, and qualified in its entirety by, the full text of the Employee Matters Agreement, a copy of\nwhich is filed as Exhibit 10.3 hereto and is incorporated herein by reference.\n\n \n\n**Intellectual Property Cross-License Agreement**\n\n \n\nOn May 31,\n2026, the Company, Federal Express Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Federal Express”),\nand FedEx Dataworks, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“FedEx Dataworks”), on\nthe one hand, and FDXF Holding Corporation, a Delaware corporation and wholly owned subsidiary of FedEx Freight (“Freight\nHolding”), on the other hand, entered into an Intellectual Property Cross-License Agreement (the “Intellectual Property Cross-License\nAgreement”), pursuant to which each of FedEx, Federal Express, and FedEx Dataworks, on the one hand, and Freight Holding, on the\nother hand, will grant and receive licenses to and from each other in respect of certain patents, know-how, and copyrights. The Intellectual\nProperty Cross-License Agreement will remain in effect on a licensed-patent-by-licensed-patent and licensed-copyright-by-licensed-copyright\nbasis until expiration, invalidation, or abandonment thereof and with respect to all other licensed intellectual property, in perpetuity.\nThe Intellectual Property Cross-License Agreement will generally not be terminable. In addition, the agreement is not assignable by either\nparty without the other party’s consent other than to (i) an affiliate or (ii) a third party in connection with the sale,\nseparation, divestiture, disposition, or other ceasing to control of the applicable portion of the assets or businesses of the licensee\nto which the Intellectual Property Cross-License Agreement relates.\n\n \n\nThe foregoing description of the Intellectual Property Cross-License\nAgreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Intellectual Property\nCross-License Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.\n\n \n\n**Trademark License Agreement**\n\n \n\nOn May 31, 2026, Federal Express and Freight Holding entered into\na Trademark License Agreement (the “Trademark License Agreement”) that provides Freight Holding with a license to continue\nto use certain names, trademarks, and brands owned by Federal Express or its affiliates, including the “FedEx Freight” name\nand mark, in connection with the FedEx Freight business as conducted prior to the Effective Time in the United States, Canada, and Mexico.\nThe license granted to Freight Holding under the Trademark License Agreement will be for an initial term of five years from the Effective\nTime, and will automatically renew annually in one-year increments for up to an additional five years unless either party provides the\nother with notice of its election not to renew, and will not otherwise be terminable by Federal Express other than in connection with\na material uncured breach by Freight Holding, bankruptcy of Freight Holding, or a change of control of FedEx Freight or Freight Holding.\nIn addition, the agreement is not assignable by Freight Holding without the consent of Federal Express.\n\n \n\nThe foregoing description of the Trademark License Agreement does not\npurport to be complete and is subject to, and qualified in its entirety by, the full text of the Trademark License Agreement, a copy of\nwhich is filed as Exhibit 10.5 hereto and is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n**Stockholder and Registration Rights Agreement**\n\n \n\nOn May 31, 2026, the Company and FedEx Freight entered into a\nStockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”), pursuant to which FedEx\nFreight has agreed that, upon the request of FedEx, it will use its reasonable best efforts to effect the registration under applicable\nfederal and state securities laws of any shares of FedEx Freight common stock retained by FedEx. In addition, FedEx has agreed to vote\nany shares of FedEx Freight common stock that it retains immediately after the Spin-Off in proportion to the votes cast by FedEx Freight’s\nother stockholders. In connection with such agreement, FedEx has granted FedEx Freight a proxy to vote its shares of FedEx Freight common\nstock in such proportion. This proxy, however, will be automatically revoked as to any particular share upon any sale or transfer of such\nshare from FedEx to a person other than FedEx, and neither the Stockholder and Registration Rights Agreement nor the proxy will limit\nor prohibit any such sale or transfer.\n\n \n\nThe foregoing description of the Stockholder and Registration Rights\nAgreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stockholder and Registration\nRights Agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated herein by reference."}