
	Interest Rate %		Fiscal Year of Maturity	May 31,
				2026		2025
Unsecured debt:
Term loan facility	4.91	%	2029	$	599	$	—
Senior unsecured note	4.30	%	2029	993		—
Senior unsecured note	4.65	%	2031	991		—
Senior unsecured note	4.95	%	2033	693		—
Senior unsecured note	5.25	%	2036	988		—
Total unsecured debt				4,264		—
Finance lease liabilities				263		73
				4,527		73
Less current portion(1)				43		7
				$	4,484	$	66

(1)The current portion of long-term debt relates to the current portion of finance lease liabilities. Amounts included in “Current portion of long-term debt” and “Long-term debt, less current portion” related to finance lease liabilities for 2025 were reclassified from “Finance lease obligations” to conform to the current period presentation. This change had no impact on total current or long-term liabilities.

In preparation for the Spin-Off, FedEx Freight Holding Company, Inc. issued $3.7 billion of senior unsecured notes (the “Notes”) and borrowed $0.6 billion under a delayed draw term loan agreement (the “Term Loan Facility”) as further described below. Substantially all of the proceeds from the Notes and Term Loan Facility were used to fund a portion of the distribution of approximately $4.1 billion in cash to FedEx at the closing of the Spin-Off, as further described below and in Note 2, Summary of Significant Accounting Policies. Obligations under the Notes and Term Loan Facility were jointly and severally guaranteed by FedEx and FedEx Freight, Inc. until completion of the Spin-Off, when FedEx will be automatically released from its guarantees and FedEx Custom Critical will join FedEx Freight, Inc. as a guarantor.

SENIOR UNSECURED NOTES. On February 5, 2026, FedEx Freight Holding Company, Inc. issued the Notes in an aggregate principal amount of $3.7 billion in preparation for the Spin-Off. Interest on each series of the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The Notes contain customary terms and covenants, including, but not limited to, provisions relating to the payment of principal and interest and events of default, and rank equally in right of payment with our existing and future unsecured indebtedness, liabilities, and other obligations, including borrowings under the Credit Facilities. We agreed to file with the SEC an exchange registration statement with respect to an exchange offer for the Notes and the related guarantees or a shelf registration statement for the resale of the Notes and the related guarantees.

CREDIT FACILITIES. On January 15, 2026, FedEx Freight Holding Company, Inc. 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 $0.6 billion (together with the Revolving Credit Facility, the “Credit Facilities”). The availability of borrowings under the commitments in respect of the Revolving Credit Facility was conditioned on the completion of the Spin-Off and the funding of the term loan facility was conditioned on the good faith anticipation of the Spin-Off occurring within five 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, we 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 our credit rating.

The Credit Facilities require that we maintain, on a quarterly basis, beginning with the first full fiscal quarter ending after the Spin-Off, a total leverage ratio of no more than (a) in the case of any fiscal quarter ending prior to the date that is seven months after the date of the Spin-Off, 3.75:1.00 and (b) in the case of any fiscal quarter ending on or after the date that is seven months after the date of the Spin-Off, 3.50:1.00. Following the consummation of an acquisition for which the aggregate cash consideration is at least $0.5 billion, we may elect to increase the total leverage ratio to 4.00:1.00 with respect to the fiscal quarter during which such acquisition is consummated and the immediately following three fiscal quarters, provided that there must be at least two consecutive fiscal quarters between such elections during which no increase to the total leverage ratio is in effect. The Credit Facilities contain certain negative covenants that, among other things and subject to certain exceptions, restrict our ability to (i) incur additional indebtedness (including guarantees thereof); (ii) create liens on our assets; (iii) merge, consolidate, or enter into analogous transactions with other persons, or sell all or substantially all of our assets; and (iv) repurchase common stock, pay dividends, or make similar distributions of capital while an event of default has occurred and is continuing. The Credit Facilities also contain customary conditions precedent, representations and warranties, affirmative covenants, and events of default (including as the result of a change of control).

The Credit Facilities allow us to voluntarily prepay outstanding loans under the Credit Facilities at any time without premium or penalty, other than customary “breakage” costs. We 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 us to voluntarily reduce the unutilized portion of the commitments.

Any revolving loans outstanding under the Revolving Credit Facility will be due and payable in full on June 1, 2031. All outstanding amounts under the Term Loan Facility will be due and payable in full on May 25, 2029. As of May 31, 2026, $600 million was outstanding under the Term Loan Facility and no amounts were outstanding under the Revolving Credit Facility.