FEDEX CORP Form 8-A12B Filed 2025-07-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

FEDEX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	62-1721435
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

942 South Shady Grove Road
Memphis, Tennessee 38120
(Address of Principal Executive Offices) (Zip Code)

FEDERAL EXPRESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	71-0427007
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3610 Hacks Cross Road
Memphis, Tennessee 38125
(Address of Principal Executive Offices) (Zip Code)

FEDEX FREIGHT, INC.
(Exact Name of Registrant as Specified in Its Charter)

Arkansas	71-0562003
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

8285 Tournament Drive
Memphis, Tennessee 38125
(Address of Principal Executive Offices) (Zip Code)

FEDEX OFFICE AND PRINT SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Texas	77-0433330
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

7900 Legacy Drive
Plano, Texas 75024
(Address of Principal Executive Offices) (Zip Code)

FEDERAL EXPRESS EUROPE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	62-1441419
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3610 Hacks Cross Road
Memphis, Tennessee 38125
(Address of Principal Executive Offices) (Zip Code)

FEDERAL EXPRESS HOLDINGS S.A., LLC
(Exact Name of Registrant as Specified in Its Charter)

Delaware	62-1361344
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3610 Hacks Cross Road
Memphis, Tennessee 38125
(Address of Principal Executive Offices) (Zip Code)

FEDERAL EXPRESS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	58-1689315
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3610 Hacks Cross Road
Memphis, Tennessee 38125
(Address of Principal Executive Offices) (Zip Code)

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

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
3.500% Notes due 2032	New York Stock Exchange
4.125% Notes due 2037	New York Stock Exchange
Guarantees of the Notes by Federal Express Corporation, FedEx Freight, Inc., FedEx Office and Print Services, Inc., Federal Express Europe, Inc., Federal Express Holdings S.A., LLC and Federal Express International, Inc.	New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement file number to which this form relates:

333-273320

(If applicable)

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

None

(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

FedEx Corporation (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 (“Rule 424(b)”) a prospectus supplement dated July 23, 2025 (the “Prospectus Supplement”) to a Prospectus dated July 19, 2023 contained in the Company’s effective Registration Statement on Form S-3 (Registration No. 333-273320), which Registration Statement was filed with the Securities and Exchange Commission on July 19, 2023 (the “Prospectus”), relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1.

Description of Registrants’ Securities to be Registered

The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” and “U.S. Federal Income Tax Considerations” in the Prospectus Supplement and “Description of Debt Securities and Guarantees” in the Prospectus.

Item 2.

Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of October 23, 2015, among FedEx Corporation, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 23, 2015).
4.2		Supplemental Indenture No. 17, dated as of July 30, 2025, among FedEx Corporation, the guarantors named therein, U.S. Bank Trust Company, National Association , as trustee, and U.S. Bank Europe DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2025).
4.3		Form of 3.500% Note due 2032 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2025).
4.4		Form of 4.125% Note due 2037 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2025).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	FedEx Corporation

	By:	/s/ Trampas T. Gunter
		Name: Trampas T. Gunter
		Title: Corporate Vice President, Corporate Development and Treasurer

	Federal Express Corporation

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

	FedEx Freight, Inc.

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

	FedEx Office and Print Services, Inc.

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

	Federal Express Europe, Inc.

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

	Federal Express Holdings S.A., LLC

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

	Federal Express International, Inc.

	By:	/s/ Alana L. Griffin
		Name: Alana L. Griffin
		Title: Assistant Secretary

Date: July 30, 2025