FDX: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Election of New Director On November 9, 2026, the Board of Directors (the “Board”) of FedEx Corporation (“FedEx”) elected Katherine M. Boyle as a director, effective immediately. The Board also appointed Ms. Boyle as a member of its Governance, Safety, and Public Policy Committee and its Cyber and Technology Oversight Committee. A copy of FedEx’s press release announcing Ms. Boyle’s election is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Ms. Boyle was elected for a term expiring at the FedEx annual meeting of stockholders in 2027, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Ms. Boyle, the size of the Board is now 12 members. The Board has determined that Ms. Boyle is independent and meets the applicable independence requirements of the New York Stock Exchange and the Board’s more stringent standards for determining director independence. There have been no transactions since the beginning of FedEx’s last fiscal year, and there are no currently proposed transactions, in which FedEx was or is to be a participant and in which Ms. Boyle or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The selection of Ms. Boyle was not pursuant to any arrangement or understanding between her and any other person. Ms. Boyle will be compensated in accordance with the previously disclosed compensation program for FedEx’s non-management (outside) directors. Accordingly, she will receive restricted stock units having a prorated target value of $98