Item 1.01. Entry into a Material Definitive Agreement.

In contemplation of the planned spin-off (the "Spin-Off") of FedEx Freight Holding Company, Inc. ("FedEx Freight"), on January 15, 2026, FedEx Freight, which is currently, and will be until the consummation of the Spin-Off, a wholly owned subsidiary of FedEx Corporation ("FedEx"), entered into (a) a five-year revolving credit facility in an aggregate committed amount of $1.2 billion (including a letter of credit sub-facility in an aggregate face amount of up to $50 million) (the "Revolving Credit Facility") and (b) a three-year delayed draw term loan facility in the aggregate principal amount of $600 million (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities"). The following is a summary of certain terms and provisions of the Credit Facilities and is subject to and qualified in its entirety by reference to the full text of the agreements governing the Revolving Credit Facility and the Term Loan Facility, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The definitive documentation for the Credit Facilities is based on the Five-Year Credit Agreement, dated as of March 15, 2024 (as amended by the First Amendment, dated as of October 31, 2025), by and among FedEx, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent thereunder, with such changes that are usual and customary for facilities and transactions of this type, including to reflect the Spin-Off and, with respect to the Term Loan Facility, provisions to reflect the term loan nature of the facility. The Credit Facilities provide for borrowings in U.S. Dollars.

The availability of borrowings under the commitments in respect of the Revolving Credit Facility is conditioned on the consummation of the Spin-Off and the funding of the Term Loan Facility is conditioned on FedEx Freight's good faith anticipation of the Spin-Off occurring within five (5) business days after such funding.

Borrowings under the Credit Facilities bear interest at a rate per annum equal to either of the following, plus, in each case, an applicable margin: (a) the base rate or (b) a benchmark reference rate (initially based on a forward-looking term SOFR-based rate). The applicable margin for borrowings under the Credit Facilities ranges from 0.00% to 0.75% with respect to base rate borrowings and 1.00% to 1.75% with respect to benchmark rate borrowings, in each case, based on FedEx Freight's credit rating.

In addition to paying interest on outstanding principal under the Credit Facilities, FedEx Freight will pay (i) with respect to the Credit Facilities, customary agency fees, (ii) with respect to the Revolving Credit Facility, (a) a commitment fee in respect of the unutilized commitments thereunder and (b) customary letter of credit fees, and (iii) with respect to the Term Loan Facility, a ticking fee in respect of the undrawn commitments thereunder. The commitment fees in respect of the Revolving Credit Facility, and the ticking fees in respect of the Term Loan Facility, range from 0.09% to 0.25% of unutilized commitments thereunder per annum, based on FedEx Freight's credit rating.

The Credit Facilities allow FedEx Freight to voluntarily prepay outstanding loans under the Credit Facilities at any time without premium or penalty, other than customary "breakage" costs. FedEx Freight may borrow, prepay, and reborrow amounts under the Revolving Credit Facility. Amounts borrowed and repaid or prepaid under the Term Loan Facility may not be reborrowed. The Credit Facilities allow FedEx Freight to voluntarily reduce the unutilized portion of the commitments.

The commitments under the Revolving Credit Facility will terminate on the earliest of (i) the date of public announcement by FedEx of the abandonment of the Spin-Off; (ii) 5:00 p.m., New York City time, on August 31, 2026 (if the closing date thereunder has not occurred by such time); and (iii) the maturity date.

The commitments under the Term Loan Facility will terminate on the earliest of (i) the date of public announcement by FedEx of the abandonment of the Spin-Off; (ii) the date of funding of the term loan; (iii) the Spin-Off occurring without funding of the term loan; (iv) five business days after the date on which the term loan becomes available for drawing thereunder, as such date may be extended or restarted in accordance with the Term Loan Facility (such date, the "Term Loan End Date"); and (v) August 31, 2026.

Neither Credit Facility has any scheduled amortization.

Any revolving loans outstanding under the Revolving Credit Facility will be due and payable in full on the maturity date, which will originally be the fifth anniversary of the closing date (which is expected to occur substantially concurrently with the Spin-Off). The Revolving Credit Facility provides the ability for FedEx Freight to extend the maturity date of the Revolving Credit Facility by one-year up to two times, subject to certain customary conditions and restrictions.