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[Form 4] FEDEX CORP Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Susan C. Schwab, a FedEx (FDX) director, reported two non-derivative acquisitions on 09/29/2025: 823 restricted stock units (RSUs) issued at $0 that vest at the next annual shareholders' meeting and 295 shares of common stock issued in lieu of a $70,000 annual retainer at an average price of $236.885 per share. After accounting for the transactions and a 12-share dividend reinvestment adjustment, Ms. Schwab beneficially owns 10,034 shares of FedEx common stock (direct ownership). The RSUs accrue dividend equivalents and follow the company’s Restricted Stock Unit Agreement for Non-Management Directors.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Director compensation was paid partly in equity, modestly increasing director alignment without signaling material change to ownership.

The filing shows routine director compensation: 823 RSUs granted (vesting at the next annual meeting) and 295 shares issued in lieu of a $70,000 cash retainer at $236.885 per share. Total reported direct holdings are 10,034 shares. These transactions are standard for non-management directors and reflect compensation mix rather than open-market purchases or sales. Impact on outstanding share count and immediate market impact is likely immaterial based on the size of the grant relative to a large-cap issuer, and no derivative exercises or disposals were reported.

TL;DR: Compensation and dividend reinvestment align a director with shareholders; the disclosure is routine and compliant.

The report documents equity-based director compensation through RSUs that accrue dividend equivalents and shares issued instead of cash retainer, consistent with governance practices to align non-management directors with shareholder interests. The RSU vesting tied to the next annual meeting is a typical timing mechanism. The disclosure includes an explicit adjustment for 12 reinvested shares, demonstrating attention to accurate beneficial ownership reporting. No departures, option exercises, or unusual transactions are present.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SCHWAB SUSAN C

(Last) (First) (Middle)
4 MARKET QUAY

(Street)
ANNAPOLIS MD 21401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FEDEX CORP [ FDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2025 A 823(1) A $0 9,739(2) D
Common Stock 09/29/2025 A 295 A $236.885(3) 10,034 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares are subject to restricted stock units ("RSUs"). The RSUs vest on the date of the next FedEx Corporation annual stockholders' meeting and shall accrue dividend equivalents when a dividend is paid on shares of FedEx common stock, as set forth in the form of Restricted Stock Unit Agreement for Non-Management Directors.
2. Ownership has been adjusted to reflect 12 shares that were acquired via dividend reinvestment as a result of dividends paid to all shareholders.
3. This common stock was issued in lieu of annual retainer fees of $70,000 (rounded down to the nearest whole share).
/s/ Susan C. Schwab 10/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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