联邦快递美股招股说明书(2025-07-22版)

PROSPECTUS SUPPLEMENT(To Prospectus dated July19, 2023) €% Notes due 20€% Notes due 20 We will pay interest on the% Notes due 20(the “20Notes”) annually in arrears onof each year,commencing, 2026. The 20Notes will bear interest at a rate of% per year and will mature on,20, unless previously redeemed or repurchased as described below. We will pay interest on the% Notes due 20(the “20Notes” and together with the 20Notes, the “notes”)annually in arrears onof each year, commencing, 2026. The 20Notes will bear interest at a rateof% per year and will mature on, 20, unless previously redeemed or repurchased as described below. We may redeem a series of notes in whole or in part, at any time and from time to time, at the applicable redemptionprices described under “Description of the Notes — Optional Redemption.” In addition, we may redeem a series of notes inwhole, but not in part, at any time, if certain events occur involving changes in United States taxation, at the applicableredemption price described under “Description of the Notes — Redemption for Tax Reasons.” We may also redeem a series ofnotes under the circumstances described under “Description of the Notes — Redemption for Reason of Minimal OutstandingAmount.” The notes will not have the benefit of a sinking fund. If a change of control repurchase event occurs with respect toa series of notes as described in this prospectus supplement, except to the extent we have exercised our right to redeem suchnotes, we will be required to offer to each holder of the notes of such series to repurchase all or any part of that holder’s notesat a repurchase price in cash equal to 101% of the principal amount of such notes repurchased plus any accrued and unpaidinterest on such notes repurchased to, but not including, the repurchase date. The notes will be unsecured and will rank equally in right of payment with all of our existing and future unsubordinatedindebtedness. The notes will be fully and unconditionally guaranteed by our subsidiary guarantors named in this prospectussupplement. The notes will be issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof. We intend to use the net proceeds from this offering for the repayment in full of the €500million aggregate principalamount outstanding of our 0.450% Notes due 2025 (the “2025 Notes”) at maturity. Any remaining proceeds will be used forgeneral corporate purposes, which may include the repayment of other indebtedness. Pending such use, we may invest the netproceeds in short-term investments, including cash, cash equivalents and/or marketable securities. Investing in these notes involves risks that are described in the “Risk Factors” section of our Annual Report on Form 10-Kfor the fiscal year ended May 31, 2025 (the “Annual Report”) and beginning on pageS-6of this prospectus supplement. (1)Plus accrued interest, if any, from, 2025, if settlement occurs after that date. We intend to apply to list the notes on the New York Stock Exchange (“NYSE”). The listing application will be subject toapproval by the NYSE. We expect listing of the notes on the NYSE to occur within 30days after the original issue date. Ifsuch a listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at any time. Neither the Securities and Exchange Commission (the “SEC”) nor any state or other securities commission has approved ordisapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. We expect that the notes will be ready for delivery in book-entry form only through the facilities of Clearstream Banking,société anonyme, and Euroclear Bank S.A./N.V. as operator of the Euroclear System, on or about, 2025.The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Joint Book-Running Managers BNP PARIBASGoldman Sachs & Co. LLC J.P. Morgan , 2025. Prospectus Supplement PageStabilizationS-iiAbout This Prospectus Supplement and Accompanying ProspectusS-iiSummaryS-1The OfferingS-3Risk FactorsS-6Use of ProceedsS-11CapitalizationS-12Description of the NotesS-13U.S. Federal Income Tax ConsiderationsS-25UnderwritingS-30Legal MattersS-35ExpertsS-35Where You Can Find More InformationS-35ProspectusPageAbout This Prospectus1Forward-Looking Statements1Where You Can Find More Information2About Our Company2Risk Factors3Use of Proceeds3Description of Debt Securities and Guarantees3Description of Common Stock13Plan of Distribution14Legal Matters16Experts16 STABILIZATION IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (THE“STABILIZING MANAGER”) (OR PERSONS ACTING ON BEHALF O