NIKE (NKE) 10-K risk factor changes: FY2025 vs FY2024

The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: risks relating to our [removed: multi-year enterprise initiative, including the risk that NIKE is] [added: business strategy, including, but] not [removed: able to identify opportunities to deliver anticipated cost savings,] [added: limited to,] risks related to [removed: any delays in the timing for implementing the initiative or potential disruptions to NIKE's business or operations as it executes] [added: an increased focus] on [removed: the initiative,] [added: sport] and [removed: other factors that may cause NIKE to be unable to achieve the expected benefits] [added: rebalancing] of [removed: the initiative;] [added: our channel mix;] intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; [added: general risks associated with operating a global business, including, without limitation, exchange rate fluctuations, inflation, import duties, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policies, including, without limitation, those relating to tariffs, import/export, trade, taxes, wages, labor and immigration;] international, national and local political, civil, economic and market conditions, including [removed: high] [added: volatility] and [removed: increasing] [added: uncertainty regarding] inflation and interest rates; [removed: our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings;] difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; [added: risks related to our sustainability strategy;] fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; [removed: general risks associated with doing business outside of] the [removed: United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential] impact [removed: of new and existing laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor and immigration regulations or policies; changes in government regulations; the impact] of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks; and other factors referenced or incorporated by reference in this Annual Report and other reports.

Global economic conditions [added: have in the past had and] could [added: in the future] have a material adverse effect on our business, operating results and financial condition.

The uncertain state of the global economy, including [removed: sustained high levels of] [added: volatility in, and uncertainty regarding,] inflation and interest rates and the risk of a recession, continues to impact businesses around the world.

If global economic and financial market conditions [added: continue to be volatile or] deteriorate, the following factors, among others, could have a material adverse effect on our business, operating results and financial condition:

Declines in consumer spending have in the past resulted in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order [removed: cancellations,] [added: cancellations or returns,] lower revenues, higher discounts and lower gross margins.

In addition, supply chain issues caused by [removed: factors] [added: factors,] including geopolitical [removed: conflicts] [added: conflicts, tariffs] and [removed: pandemics] [added: trade policies and pandemics,] have impacted and may in the future impact the availability, pricing and timing for obtaining commodities and raw materials.

These, in addition to ongoing rapid changes in technology (including marketing and advertising [removed: technology),] [added: technology) and artificial intelligence ("AI"),] a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies (some of which may be able to react more nimbly to changes in consumer preferences) and changes in consumer preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.

Economic factors beyond our control, and changes in the global economic environment, including fluctuations in [added: and uncertainty regarding] inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and earnings.

A majority of our products are manufactured and sold outside of the United States, and we conduct purchase and sale transactions in various currencies, which creates exposure to the volatility of global economic conditions, including fluctuations in [added: and uncertainty regarding] inflation and foreign currency exchange rates.

Climate [removed: change] [added: change, extreme weather conditions] and [removed: other sustainability-related matters, or legal, regulatory or market responses thereto,] [added: natural disasters] may have an adverse impact on our business and results of operations.

Climate change may also exacerbate challenges relating to the availability and quality of water and raw materials, including those used in the production of our [removed: products, and may result in changes in regulations or consumer preferences, which could in turn affect our business, operating results and financial condition.][added: products.]

[removed: In addition,] [added: For example,] federal, state or local governmental authorities in various countries are implementing, have proposed and are likely to continue to propose, legislative and regulatory initiatives [removed: to reduce or mitigate] [added: regarding corporate responsibility and sustainability-related matters, ranging from] the [removed: impacts] [added: disclosure] of [removed: climate change] [added: corporate greenhouse gas emissions to limitations] on [removed: the environment.][added: corporate diversity programs, among others.]

[removed: Various] [added: in addition, various] countries and regions [removed: are following different approaches to the regulation of climate change,] [added: have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those in other jurisdictions,] which could increase the complexity of, and potential cost related to complying with, such regulations.

[removed: Any of the foregoing] [added: These efforts] may [removed: require us to make additional investments] in [removed: facilities and equipment, may] [added: turn] impact the availability and cost of key raw materials used in the production of our products or the demand for our products, [removed: and, in turn, may] [added: and could] adversely impact our business, operating results and financial condition.

[removed: Although we have announced sustainability-related goals and targets, there can be no assurance that our stakeholders will agree with our strategies, and any] [added: Any] perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory [removed: requirements regarding climate change,] [added: requirements,] could result in adverse publicity and adversely affect our business and reputation.

Execution of these strategies and achievement of our goals [added: and targets] is subject to risks and uncertainties, many of which are outside of our control.

[removed: These] [added: In particular, with respect to our sustainability efforts, these] risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive [removed: basis such as carbon sequestration and/or other related processes;] [added: basis;] compliance with, [removed: and] changes or additions to, [added: and divergence in,] global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; [added: diverging] and [added: evolving expectations and demands from key stakeholders, including as a result of changing regulations in their jurisdictions; and] the actions of competitors and competitive pressures.

As a result, there is no assurance that we will be able to adequately meet stakeholder expectations, successfully execute our strategies or achieve our [added: corporate responsibility and] sustainability-related goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.

[removed: The diversity of locations in which we operate, our operational] size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.

[removed: Pandemics, including the COVID-19 pandemic,] [added: Pandemics] and other public health emergencies, and preventative measures taken to contain or mitigate such crises have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.

These events have led to and could again lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and discretionary spending by consumers [removed: and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.]

We cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by [removed: the] [added: a] pandemic and preventative measures.

- Deterioration in economic conditions in the United States and [removed: globally, including the effect of prolonged periods of inflation on our consumers and vendors;][added: globally;]

- [removed: Disruption] [added: Disruptions] to our distribution centers, contract manufacturers, finished goods factories and other [removed: vendors, through the effects of facility closures, increased operating costs, reductions in operating hours, labor shortages, and real time changes in operating procedures, such as additional cleaning and disinfection procedures, which have had, and could in the future again have, a significant impact on] [added: vendors impacting] our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets;

[added: Negative publicity] relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish consumer trust in our brand.

Further, our reputation and brand image could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes and public personalities, [added: including those related to political and social issues, catastrophic events, human capital practices, climate change and sustainability-related matters,] as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.

Social media, which accelerates and potentially amplifies the scope of negative [removed: publicity,] [added: publicity or fictitious information,] can increase the challenges of responding to negative claims.

However, lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or [removed: consumer preferences.]

Our operating margins are also sensitive to a number of additional factors that are beyond our control, including manufacturing and transportation costs, shifts in product sales [added: mix and geographic sales trends, all of which we expect to continue.]

In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm [removed: the reputations of those athletes, teams or leagues, or endorsers,] [added: their reputations,] or our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.

Failure to accurately forecast consumer demand [added: has in the past led and] could [added: in the future] lead to excess inventories or inventory shortages, which [added: has in the past resulted and] could [added: in the future] result in decreased operating margins, reduced cash flows and harm to our business.

Inventory levels in excess of customer demand [added: have in the past resulted and] may [added: in the future] result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows.

Risks include, but are not limited to: credit card fraud and theft in both our retail stores and on digital platforms; mismanagement of existing retail channel partners; inability to manage costs associated with store construction and operation; and supply chain and inventory [removed: management.][added: management, including difficulty in forecasting consumer demand.]

A growing portion of consumers access our NIKE Direct digital platforms, but in the event that it is more difficult for consumers to access and use our digital platforms, consumers find that our digital platforms do not effectively meet their needs or expectations or consumers choose not to access or use our digital platforms or use devices that do not offer access to our platforms, the success of our [added: NIKE Direct operations could be adversely impacted.]

In addition, [removed: as] [added: if] use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers' needs.

Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores, pricing pressure on our products, difficulty in recreating the in-store experience through [removed: direct channels] [added: our digital commerce business] and liability for online content.

We cannot provide assurance, however, that the measures we take to secure and enhance these systems will be sufficient to protect our Information Technology Systems and prevent [removed: cyber-attacks,] [added: cyberattacks,] system failures or data or information loss.

In addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional operational risks to our Information Technology Systems, including, but not limited to, increased risks of [removed: cyber-attacks.][added: cyberattacks.]

Further, like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, [removed: cyber-attacks,] [added: cyberattacks,] including phishing, and other attempts to breach, or gain unauthorized access to, our systems.

[added: If Information Technology Systems suffer severe damage, disruption or shutdown and our] business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational damage.

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The diversity of locations in which we operate, our operational

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Globally, the expectations of regulators and other key stakeholders on corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition.

Corporate responsibility and sustainability-related topics, including climate change and diversity, as well as companies’ actions and initiatives on such issues, have received significant attention from a wide range of stakeholders.

Our ability to meet the expectations and requirements of key stakeholders, particularly in light of rapid changes in regulations, interpretations of existing regulations or consumer preferences, could affect our business, operating results and financial condition, as well as our policies and procedures relating to corporate responsibility and sustainability-related matters.

Compliance with such laws, regulations or policies, including any that may be adopted in the future, could increase the costs of operating our businesses, reduce the demand for our products and impact the prices we charge our customers, any or all of which could adversely affect our results of operations.

Failure to comply with any legislation, regulation or policy, including as a result of making good faith interpretations that may differ from those taken by authorities in relevant jurisdictions, could potentially result in legal, reputational and operational risks.

Moreover, our consumers, customers, employees and other stakeholders on products have diverse expectations, demands and perspectives on sustainability matters, which are subject to continued evolution.

In order to meet their expectations, we may need to incur increased costs, including to conduct additional due diligence or make additional investments in facilities and equipment.

We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could harm our reputation, reduce customer demand for our products and services, and subject us to legal, reputational and operational risks.

Although we have announced corporate responsibility and sustainability-related goals and targets, there can be no assurance that our stakeholders will agree with our goals, targets or strategies, or be satisfied with our efforts to implement them.

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and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.

- Supply chain impacts;

- Decreased retail traffic;

- Reduced consumer demand for, or spend on, our products;

- Cancellation or postponement of sports seasons and sporting events;

- Bankruptcies or other financial difficulties facing our wholesale customers; and

- Significant disruption of and volatility in global financial markets.

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consumer preferences.

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could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.

Our policies and practices have been, and may further be, affected by legal and regulatory scrutiny of, as well as changes in regulations (or changes in the interpretation of existing regulations) relating to, policies related to inclusion and belonging, employee engagement and climate

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change, which may further impact our ability to attract, hire and retain employees.

NIKE contract manufacturers and materials suppliers buy raw materials and are subject

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action related to tariffs, international trade agreements, or economic sanctions).

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to adopt certain parts of the Inclusive Framework's proposals.

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While we have maintained our Investment Grade rating, in July 2025, our rating was downgraded by Standard & Poor's.

In addition, our financing options, including our access to credit or capital markets, could be adversely affected.

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For example, there has been increased focus by governmental and non-governmental organizations, consumers, customers, employees and other stakeholders on products that are sustainably made and other sustainability matters, including responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging and materials transparency, any of which may require us to incur increased costs for additional transparency, due diligence and reporting.

Investors, regulators and other stakeholders are also increasingly scrutinizing companies’ environmental, social and governance (“ESG”) commitments, performance and disclosures, including related to climate change, and in recent years have placed increasing importance on social costs and related implications of their investments.

Additionally, organizations that provide

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information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their respective approaches to ESG matters, which are increasingly being employed by investors, lenders, and customers to inform their investment, financing or purchasing decisions.

Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.

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- Impacts to our distribution and logistics providers' ability to operate, including labor and container shortages, and increases in their operating costs.

These supply chain effects have had, and could in the future have, an adverse effect on our ability to meet consumer demand, including digital demand, and have in the past resulted in and could in the future result in extended inventory transit times and an increase in our costs of production and distribution, including increased freight and logistics costs and other expenses;

- Decreased retail traffic as a result of store closures, reduced operating hours, social distancing restrictions and/or changes in consumer behavior;

- Reduced consumer demand for our products, including as a result of a rise in unemployment rates, higher costs of borrowing, inflation and diminished consumer confidence;

- Cancellation or postponement of sports seasons and sporting events in multiple countries, and bans on large public gatherings, which have reduced and in the future could reduce consumer spending on our products and could impact the effectiveness of our arrangements with key endorsers;

- The risk that any safety protocols in NIKE-owned or affiliated facilities, including our offices, will not be effective or not be perceived as effective, or that any virus-related illnesses will be linked or alleged to be linked to such facilities, whether accurate or not;

- Incremental costs resulting from the adoption of preventative measures and compliance with regulatory requirements, including providing facial coverings and hand sanitizer, rearranging operations to follow social distancing protocols, conducting temperature checks, testing and undertaking regular and thorough disinfecting of surfaces;

- Bankruptcies or other financial difficulties facing our wholesale customers, which could cause them to be unable to make or delay making payments to us, or result in revised payment terms, cancellation or reduction of their orders; and

- Significant disruption of and volatility in global financial markets, which could have a negative impact on our ability to access capital in the future.

Additionally, disruptions have in the past made it more challenging to compare our performance, including our revenue growth and overall profitability, across quarters and fiscal years, and could have this effect in the future.

Negative publicity

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Our enterprise initiative may not generate the intended benefits or projected cost savings we anticipate.

In December 2023, we announced a multi-year enterprise initiative aimed at delivering cost savings and investing in future growth, accelerating innovation and driving profitability.

Areas of potential savings include simplifying our product assortment, increasing automation and use of technology, streamlining our organization and leveraging our scale to drive greater efficiency.

Our ability to achieve the intended cost savings and goals associated with the enterprise initiative are subject to many estimates and assumptions, which may change during implementation and execution.

For example, we may not be able to identify opportunities to deliver anticipated cost savings.

Additionally, the timing of the cost savings associated with the enterprise initiative may be delayed.

Further, we may also face disruptions to our business or operations as we execute on the initiative.

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mix and geographic sales trends, all of which we expect to continue.

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NIKE Direct operations could be adversely impacted.

If Information Technology Systems suffer severe damage, disruption or shutdown and our

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If one or more of our significant suppliers

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products are manufactured or where we sell products.

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Any country in which our products are produced or sold may

We sell our products through [added: two distribution channels:] NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand [removed: Digital")] [added: Digital"),] and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.

Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and [removed: accessories businesses.][added: accessories.]

Our strategy is to achieve [removed: sustainable] [added: sustainable,] profitable long-term revenue growth by [added: leading with sport,] creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.

FISCAL [removed: 2024] [added: 2025] FINANCIAL HIGHLIGHTS

- NIKE, Inc. Revenues for fiscal [removed: 2024] [added: 2025] were [removed: $51.4] [added: $46.3] billion compared to [removed: $51.2] [added: $51.4] billion for fiscal [removed: 2023][added: 2024]

- NIKE Direct revenues [removed: grew 1%] [added: declined 13%] from [removed: $21.3] [added: $21.5] billion in fiscal [removed: 2023] [added: 2024] to [removed: $21.5] [added: $18.8] billion in fiscal [removed: 2024,] [added: 2025,] and represented approximately [removed: 44%] [added: 42%] of total NIKE Brand revenues for fiscal [removed: 2024][added: 2025]

- NIKE Brand wholesale revenues [removed: increased 1%] [added: decreased 7%] on a reported basis and [removed: 2%] [added: 6%] on a currency-neutral basis

- Gross margin [removed: increased 110] [added: contraction of approximately 190] basis points [removed: to 44.6%,] primarily due to [removed: strategic pricing actions and lower ocean freight rates and logistics costs, partially offset by higher product input costs, lower margin in NIKE Direct and] unfavorable changes in [removed: net] [added: standard] foreign currency exchange [removed: rates][added: rates, lower ASP and higher warehousing and logistics costs.]

For [removed: more information,] [added: additional information on our segments,] refer to Note [removed: 19] [added: 15] — [removed: Restructuring within] [added: Segment Information in] the accompanying Notes to the Consolidated Financial Statements.

- Inventories as of May 31, [removed: 2024] [added: 2025] were $7.5 billion, [removed: a decrease of 11%] [added: flat] compared to the prior [removed: year, primarily due to a decrease in units][added: year]

- We returned [removed: $6.4] [added: $5.3] billion to our shareholders in fiscal [removed: 2024] [added: 2025] through share repurchases and dividends

- Return on Invested Capital ("ROIC") was [removed: 34.9%] [added: 20.2%] as of May 31, [removed: 2024,] [added: 2025,] compared to [removed: 31.5%] [added: 34.9%] as of May 31, [removed: 2023.][added: 2024.]

For discussion related to the results of operations and changes in financial condition for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2023] [added: 2024] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 20, 2023.][added: 25, 2024.]

[removed: CURRENT ECONOMIC CONDITIONS AND OTHER FACTORS] [added: FACTORS] IMPACTING OUR BUSINESS

[removed: The operating environment could remain volatile in fiscal 2025 as the risk remains that] [added: These factors, and any changes to] these factors, among others, could have a material adverse impact on [added: consumer behavior and on] our future [removed: revenue growth as well as] [added: Revenues and] overall profitability.

- Product [removed: Lifecycle] Management: [removed: We are currently reducing] [added: Reducing] the supply of certain footwear products [added: in the marketplace] as we [removed: scale] [added: shift to] new and innovative products [removed: across] [added: and rebalance] the [removed: marketplace.][added: mix of our footwear portfolio.]

Total NIKE, Inc. EBIT for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are as follows:

| *(Dollars in millions)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Net income | | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | | $ | [removed: 6,046] [added: 5,070] | |

| Add: Interest expense (income), net | | | [removed: (161)] [added: (107)] | | | [removed: (6)] [added: (161)] | | | [removed: 205] [added: (6)] | | |

| Add: Income tax expense | | | [removed: 1,000] [added: 666] | | | [removed: 1,131] [added: 1,000] | | | [removed: 605] [added: 1,131] | | |

| [removed: Earnings before interest and taxes] [added: EARNINGS BEFORE INTEREST AND TAXES] | | | $ | [removed: 6,539] [added: 3,778] | | $ | [removed: 6,195] [added: 6,539] | | $ | [removed: 6,856] [added: 6,195] | |

Our EBIT Margin calculation for fiscal [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are as follows:

| Earnings before interest and taxes | | | $ | [removed: 6,539] [added: 3,778] | | $ | [removed: 6,195] [added: 6,539] | | $ | [removed: 6,856] [added: 6,195] | |

| Total NIKE, Inc. Revenues | | | $ | [removed: 51,362] [added: 46,309] | | $ | [removed: 51,217] [added: 51,362] | | $ | [removed: 46,710] [added: 51,217] | |

| EBIT [removed: Margin] [added: MARGIN] | | | [removed: 12.7%] [added: 8.2%] | | | [removed: 12.1%] [added: 12.7%] | | | [removed: 14.7%] [added: 12.1%] | | |

Our ROIC calculation as of May 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] is as follows:

| *(Dollars in millions)* | | | [removed: MAY 31, 2024] [added: 2025] | | | [removed: MAY 31, 2023] [added: 2024] | | | [added: 2023 | | |]

| [removed: Net income] [added: NET INCOME] | | | [removed: $] [added: $] | [removed: 5,700] [added: 3,219] | | [removed: $] [added: $] | [removed: 5,070] [added: 5,700] | | [added: \-44 | | % | $ | 5,070 | | 12 | | % |]

| Add: Interest expense (income), net | | | [removed: (161)] [added: (107)] | | | [removed: (6)] [added: (161)] | | |

| Add: Income tax expense | | | [removed: 1,000] [added: 666] | | | [removed: 1,131] [added: 1,000] | | |

| Earnings before interest and taxes | | | [removed: 6,539] [added: 3,778] | | | [removed: 6,195] [added: 6,539] | | |

| Income tax adjustment(1) | | | [removed: (976)] [added: (645)] | | | [removed: (1,130)] [added: (976)] | | |

| Earnings before interest and after taxes | | | $ | [removed: 5,563] [added: 3,133] | | $ | [removed: 5,065] [added: 5,563] | |

| | | | MAY 31, [removed: 2024] [added: 2025] | | | MAY 31, [removed: 2023] [added: 2024] | | |

| Total debt(2) | | | $ | [removed: 12,110] [added: 11,814] | | $ | [removed: 12,491] [added: 12,110] | |

| Add: Shareholders' equity | | | [removed: 14,155] [added: 13,926] | | | [removed: 14,982] [added: 14,155] | | |

| Less: Cash and equivalents and Short-term investments | | | [removed: 10,309] [added: 10,236] | | | [removed: 11,394] [added: 10,309] | | |

| Total invested capital | | | $ | [removed: 15,956] [added: 15,504] | | $ | [removed: 16,079] [added: 15,956] | |

- Gross margin decreased 190 basis points to 42.7%, primarily due to higher discounts, changes in channel mix and higher inventory obsolescence reserves, partially offset by lower product costs

Our results for fiscal 2025 reflected a decrease in traffic across NIKE Direct and our actions to reduce supply of certain footwear products in the marketplace through increased markdowns across NIKE Direct and discounts and higher sales returns with our wholesale partners, which negatively impacted our Revenues and gross margin.

2025 FORM 10-K 29

We are navigating through several external factors that create uncertainty and volatility in the operating environment including, but not limited to, geopolitical dynamics, tax regulation, fluctuating foreign exchange rates and new tariffs.

As a result of the new tariffs, we expect to incur a material gross incremental increase to Cost of sales.

Over the next several quarters, we are taking actions to mitigate the impact of the new tariffs, however for fiscal 2026, we expect a negative impact on gross margin.

We will continue to monitor changes to the import and export policies of the U.S. and other countries that could require us to change the way in which we do business.

Despite these factors, we are focused on driving distinction within key sports, building a complete product portfolio, creating stories to inspire and emotionally connect with consumers, and elevating and growing the entire marketplace as we continue to take actions across the following areas:

- Marketplace Management: Repositioning NIKE Brand Digital as a full-price platform and reinvesting in wholesale distribution.

This includes liquidating inventory through increased markdowns across NIKE Direct, and higher sales returns and discounts with our wholesale partners to reduce inventory and create capacity for new product.

- Brand Management: Increasing investment in demand creation including brand marketing and sports marketing to support key product launches and sports moments.

These actions have had, and in the future could have, a negative impact on our Revenues and gross margin as well as higher Demand creation expense.

However, we believe these actions will reignite brand momentum and reposition our business to drive long-term shareholder value.

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| *(Dollars in millions)* | | | MAY 31, 2025 | | | MAY 31, 2024 | | |

2025 FORM 10-K 31

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| TOTAL NIKE BRAND REVENUES | | | $ | 44,714 | | $ | 49,322 | | \-9 | | % | \-9 | | % | $ | 48,763 | | 1 | | % | 1 | | % |

| Supplemental NIKE Brand Revenue Details: | | | | | | | | | | | | | | | | | | | | | | | |

| Men's | | | $ | 23,216 | | $ | 24,785 | | \-6 | | % | \-6 | | % | $ | 24,445 | | 1 | | % | 2 | | % |

| Women's | | | 9,719 | | | 10,366 | | | \-6 | | % | \-5 | | % | 10,274 | | | 1 | | % | 2 | | % |

| Kids' | | | 5,695 | | | 6,019 | | | \-5 | | % | \-5 | | % | 5,889 | | | 2 | | % | 2 | | % |

| Jordan Brand | | | 7,270 | | | 8,701 | | | \-16 | | % | \-16 | | % | 8,460 | | | 3 | | % | 3 | | % |

| Others(5) | | | (1,234) | | | (594) | | | \-108 | | % | \-106 | | % | (363) | | | \-64 | | % | \-67 | | % |

| Global Brand Divisions(2) | | | 48 | | | 45 | | | 7 | | % | 10 | | % | 58 | | | \-22 | | % | \-25 | | % |

| TOTAL NIKE BRAND REVENUES | | | $ | 44,714 | | $ | 49,322 | | \-9 | | % | \-9 | | % | $ | 48,763 | | 1 | | % | 1 | | % |

There is no change to our reported revenues or gross margin.

Prior year amounts have been recast to conform to fiscal 2025 presentation.*

2025 FORM 10-K 33

|  | | |  | | |  | | |

On a currency-neutral basis, the decrease was primarily due to lower revenues in North America, Europe, Middle East & Africa ("EMEA") and Greater China which each decreased NIKE, Inc. Revenues by 4, 3 and 2 percentage points, respectively.

- NIKE Brand footwear revenues decreased 11% on a currency-neutral basis.

Unit sales of footwear decreased 8%, while lower average selling price ("ASP") per pair reduced footwear revenues by approximately 3 percentage points.

- NIKE Brand apparel revenues decreased 5% on a currency-neutral basis.

Unit sales of apparel decreased 5%, while ASP per unit was flat as strategic pricing actions were offset by changes in channel mix and higher discounts.

The decrease, on a currency-neutral basis, was driven by lower revenues across all geographies.

On a currency-neutral basis, NIKE Direct revenues decreased 12% due to declines in NIKE Brand Digital sales of 20% from $12.1 billion in fiscal 2024 to $9.6 billion in fiscal 2025, while NIKE store sales were flat.

Comparable store sales decreased 1%.

2025 FORM 10-K 34

FISCAL 2025 COMPARED TO FISCAL 2024

We are focused on growing the entire marketplace by continuing to invest in our NIKE Direct operations while also increasing investment to elevate and differentiate our brand experience within our wholesale partners.

In addition, in the third quarter of fiscal 2024, we announced an enterprise-wide initiative to prioritize investment to fuel future growth including taking steps to streamline the organization.

This resulted in a net reduction of our global workforce and we expect to reinvest a majority of the future annual wage savings from these actions to support this initiative.

We also continue to invest in a global Enterprise Resource Planning Platform, data and analytics, demand sensing, insight gathering and other areas to create an end-to end technology foundation to serve our consumer with speed and scale.

- Income before income taxes included a restructuring charge of $443 million related to the streamlining of our organization, primarily associated with employee severance costs and accelerated stock-based compensation expense.

2024 FORM 10-K 30

- Consumer Spending: In fiscal 2024, consumers continued to spend more cautiously as the global economy remains uncertain and promotional activity remained high across our industry.

We will continue to closely monitor macroeconomic and geopolitical conditions, including potential impacts of inflation and higher interest rates on consumer spending behavior.

- Cost Inflationary Pressures: Inflationary pressures, including higher product input costs, continued to negatively impact our gross margin with more pronounced impacts in the first nine months of fiscal 2024.

These negative impacts were more than offset by the strategic pricing actions we have taken through fiscal 2024, as well as improvements in ocean freight rates and logistics costs we started to realize at the beginning of the second quarter of fiscal 2024.

- Supply Chain Conditions: During fiscal 2024 and as of May 31, 2024, our inventory levels were healthy, reflecting our proactive actions taken to manage our inventory supply.

- Foreign Currency Impacts: As a global company with significant operations outside the United States, we are exposed to risk arising from changes in foreign currency exchange rates.

For additional information, refer to "Foreign Currency Exposures and Hedging Practices".

This had a negative impact on our revenues, specifically NIKE Brand Digital revenues in the fourth quarter of fiscal 2024.

2024 FORM 10-K 31

Wholesale equivalent revenues: References to wholesale equivalent revenues are intended to provide context as to the total size of our NIKE Brand market footprint if we had no NIKE Direct operations.

NIKE Brand wholesale equivalent revenues consist of (1) sales to external wholesale customers and (2) internal sales from our wholesale operations to our NIKE Direct operations, which are charged at prices comparable to those charged to external wholesale customers.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sales from our Wholesale Operations to NIKE Direct Operations | | | 13,009 | | | 12,730 | | | 2 | | % | 2 | | % | 10,543 | | | 21 | | % | 27 | | % |

| TOTAL NIKE BRAND WHOLESALE EQUIVALENT REVENUES | | | $ | 40,767 | | $ | 40,127 | | 2 | | % | 2 | | % | $ | 36,151 | | 11 | | % | 18 | | % |

| NIKE Brand Wholesale Equivalent Revenues by:(1) | | | | | | | | | | | | | | | | | | | | | | | |

| Men's | | | $ | 20,868 | | $ | 20,733 | | 1 | | % | 1 | | % | $ | 18,797 | | 10 | | % | 17 | | % |

| Women's | | | 8,586 | | | 8,606 | | | 0 | | % | 1 | | % | 8,273 | | | 4 | | % | 11 | | % |

| Kids' | | | 5,111 | | | 5,038 | | | 1 | | % | 1 | | % | 4,874 | | | 3 | | % | 10 | | % |

| Jordan Brand | | | 6,988 | | | 6,589 | | | 6 | | % | 7 | | % | 5,122 | | | 29 | | % | 35 | | % |

| Others(4) | | | (786) | | | (839) | | | 6 | | % | 6 | | % | (915) | | | 8 | | % | \-3 | | % |

2024 FORM 10-K 34

|  | | |  | | |  | | |

Higher revenues in Greater China and APLA were partially offset by lower revenues in North America.

On a currency-neutral basis, NIKE Direct revenues increased 1%, primarily driven by comparable store sales growth of 3% and the addition of new stores, partially offset by declines in NIKE Brand Digital sales of 3%, reflecting reduced digital traffic.

NIKE Brand Digital sales were $12.1 billion for fiscal 2024 compared to $12.4 billion for fiscal 2023.

Within NIKE Direct revenues, there were certain reclassifications made between NIKE-owned retail stores and NIKE Brand Digital in the prior period to conform to current period presentation.

The reclassifications did not have a material impact on our Consolidated Financial Statements.

2024 FORM 10-K 35

The increase in gross margin for fiscal 2024 was primarily due to:

- Lower off-price margin, on a wholesale equivalent basis (decreasing gross margin approximately 20 basis points); and

*(1)Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary product, television, digital and print advertising and media costs, brand events and retail brand presentation.*

Operating overhead expense was flat, as lower wage-related expenses and lower technology spend were offset by restructuring charges.

The majority of derivatives outstanding as of May 31, [removed: 2024,] [added: 2025,] are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, [removed: British Pound/Euro,] Chinese Yuan/U.S. Dollar, [added: British Pound/Euro,] and Japanese Yen/U.S. Dollar currency pairs.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $57] [added: $107] million and [removed: $111] [added: $57] million as of May 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The VaR [removed: decreased] [added: increased] year-over-year as a result of [removed: a decrease] [added: an increase] in foreign currency volatilities as [added: well as increased trade volumes as] of May 31, [removed: 2024.][added: 2025.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $180] [added: $200] million and [removed: $289] [added: $180] million during fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] respectively.

Intercompany loans and related interest amounts are eliminated in [added: consolidation.]

The weighted average variable interest rates for the fixed rate swapped to variable rate swaps reflect the effective interest rates at May 31, [removed: 2024.][added: 2025.]

| *(Dollars in millions)* | | | [removed: 2025 | | |] 2026 | | | 2027 | | | 2028 | | | 2029 | | | [added: 2030 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Principal payments | | | $ | [removed: 1,000] [added: —] | | $ | [removed: —] [added: 2,000] | | $ | [removed: 2,000] [added: —] | | $ | — | | $ | [removed: —] [added: 1,500] | | $ | [removed: 6,000] [added: 4,500] | | $ | [removed: 9,000] [added: 8,000] | | $ | [removed: 7,631] [added: 6,673] | |

| Average interest rate | | | [removed: 2.4] [added: 0.0] | | % | [removed: 0.0] [added: 2.6] | | % | [removed: 2.6] [added: 0.0] | | % | 0.0 | | % | [removed: 0.0] [added: 2.9] | | % | [removed: 3.3] [added: 3.5] | | % | 3.1 | | % | | | |

| Notional amount | | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | [removed: 1,800] [added: 2,400] | | $ | [removed: 1,800] [added: 2,400] | | $ | [removed: (31)] [added: 21] | |

| Average fixed interest rate | | | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | [removed: 3.5] [added: 3.6] | | % | [removed: 3.5] [added: 3.6] | | % | | | |

| Average variable interest rate | | | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | [removed: 3.7] [added: 3.8] | | % | [removed: 3.7] [added: 3.8] | | % | | | |

2025 FORM 10-K 50

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2024 FORM 10-K 51

consolidation.

2024 FORM 10-K 52

We also offer interactive consumer services and [removed: experiences through our digital platforms.][added: experiences.]

All references to fiscal 2025, [removed: 2024, 2023, 2022] [added: 2024] and [removed: 2021] [added: 2023] are to NIKE, Inc.'s fiscal years ended May 31, 2025, [removed: 2024, 2023, 2022] [added: 2024] and [removed: 2021,] [added: 2023,] respectively.

We believe this approach [removed: allows] [added: will allow] us to create products that better meet individual consumer needs while accelerating our largest growth opportunities.

We often market footwear, apparel and accessories in "collections" of similar [removed: use or by category.][added: use.]

We also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, [removed: NIKE IHM, Inc.,] doing business as Air Manufacturing Innovation.

Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on [removed: basketball] [added: sport] performance and [removed: culture] [added: streetwear] using the Jumpman trademark.

We also offer interactive consumer services and [removed: experiences as well as digital products through our digital platforms,] [added: experiences,] including [added: sport focused events and activations;] fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the consumer experience.

For fiscal [removed: 2024,] [added: 2025,] NIKE Brand and Converse sales in the United States accounted for approximately [removed: 42%] [added: 43%] of total revenues, compared to [removed: 43%] [added: 42%] and [removed: 40%] [added: 43%] for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] respectively.

We sell our products to [removed: thousands of] wholesale accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other wholesale accounts.

During fiscal [removed: 2024,] [added: 2025,] our three largest United States customers accounted for approximately [removed: 21%] [added: 25%] of sales in the United States.

Our NIKE Direct and Converse direct to consumer operations sell our products to consumers through various digital [removed: platforms.][added: platforms, as well as through the following number of retail stores in the United States:]

| NIKE Brand factory stores | | | [removed: 211] [added: 213] | | |

| Converse stores (including factory stores) | | | [removed: 81] [added: 78] | | |

For fiscal [removed: 2024,] [added: 2025,] non-U.S. NIKE Brand and Converse sales accounted for approximately [removed: 58%] [added: 57%] of total revenues, compared to [removed: 57%] [added: 58%] and [removed: 60%] [added: 57%] for fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] respectively.

We sell our products [removed: through NIKE Direct operations and] to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives around the world.

We [removed: sell to thousands of retail accounts and] [added: also] ship products from [removed: 68] [added: 72] distribution centers outside of the United States.

During fiscal [removed: 2024,] [added: 2025,] NIKE's three largest customers outside of the United States accounted for approximately [removed: 15%] [added: 16%] of total non-U.S. sales.

| NIKE Brand factory stores | | | [removed: 561] [added: 543] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 53] [added: 61] | | |

No customer accounted for 10% or more of our consolidated net Revenues during fiscal [removed: 2024.][added: 2025.]

As we continue to develop new technologies, we are simultaneously focused on the design of innovative products and experiences incorporating such technologies throughout our [removed: product categories] [added: products] and consumer applications.

We are also supplied, primarily indirectly, by a number of materials, or "Tier [removed: 2" suppliers,] [added: 2", suppliers] who provide the principal materials used in footwear and apparel finished goods products.

As of May 31, [removed: 2024,] [added: 2025,] we had [removed: 169] [added: 184] strategic Tier 2 suppliers.

As of May 31, [removed: 2024, our] [added: 2025,] contract manufacturers operated [removed: 96] [added: 97] finished goods footwear factories located in 11 countries.

For fiscal [removed: 2024,] [added: 2025,] NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.

The largest single finished goods footwear factory accounted for approximately [removed: 9%] [added: 11%] of total fiscal [removed: 2024] [added: 2025] NIKE Brand footwear production.

For fiscal [removed: 2024,] [added: 2025,] factories in Vietnam, Indonesia and China manufactured approximately [removed: 50%, 27%] [added: 51%, 28%] and [removed: 18%] [added: 17%] of total NIKE Brand footwear, respectively.

For fiscal [removed: 2024,] [added: 2025,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately [removed: 57%] [added: 59%] of NIKE Brand footwear production.

As of May 31, [removed: 2024, our] [added: 2025,] contract manufacturers operated [removed: 285] [added: 303] finished goods apparel factories located in [removed: 33] [added: 34] countries.

For fiscal [removed: 2024,] [added: 2025,] NIKE Brand apparel finished goods were manufactured by [removed: 68] [added: 67] contract manufacturers, many of which operate multiple factories.

The largest single finished goods apparel factory accounted for approximately [removed: 9%] [added: 8%] of total fiscal [removed: 2024] [added: 2025] NIKE Brand apparel production.

For fiscal [removed: 2024,] [added: 2025,] factories in Vietnam, China and Cambodia manufactured approximately [removed: 28%, 16%] [added: 31%, 15%] and 15%

For fiscal [removed: 2024, one] [added: 2025, two] apparel contract [removed: manufacturer] [added: manufacturers] accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately 51% of NIKE Brand apparel production.

NIKE's contract manufacturers buy raw materials for the manufacturing of our footwear, apparel and equipment [removed: products.][added: products from Tier 2 suppliers.]

During fiscal [removed: 2024,] [added: 2025,] Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole and other cushioning components used in footwear.

The principal materials used in our apparel products are natural and synthetic fabrics, [removed: yarns] [added: yarns, trims] and threads (both virgin and recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain and/or snow; and plastic and metal hardware.

In fiscal [removed: 2024,] [added: 2025,] contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, [added: trade agreement enforcement practices,] safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political tensions, instability, conflicts, nationalism and terrorism, and resulting sanctions and other measures imposed in response to such issues.

In [added: 2025 and in other] recent years, uncertain global and regional economic and political conditions have affected international trade and increased protectionist actions around the world.

Notwithstanding our efforts, protectionist measures have resulted in increases in the cost of our products, and additional measures, if implemented, [removed: could] [added: will] adversely affect sales and/or profitability for NIKE, as well as the imported footwear and apparel industry as a [removed: whole.][added: whole, possibly materially.]

We offer our products under the NIKE, Jordan and Converse brands.

Our strategy is to achieve sustainable, profitable long-term growth by leading with sport, creating innovative, “must-have” products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.

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| TOTAL | | | 376 | | |

2025 FORM 10-K 2

| TOTAL | | | 658 | | |

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We are committed to having an inclusive and diverse team and culture, and accessible workplace.

We achieve this through recruitment, development and retention of qualified talent with diverse experiences, backgrounds and perspectives through traditional channels, initiatives and partnerships, including those that serve colleges and universities.

We also have employee resource groups, collectively known as NikeUNITED, that promote NIKE cultural awareness and are open to all.

Through our investments we bring the power of sport into our communities, with the goal of making play and sport more accessible.

2025 FORM 10-K 6

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|  | | | | | | | | | Elliott Hill, President and Chief Executive Officer — Mr. Hill, 61, joined NIKE in 1988 and has served as President and Chief Executive Officer of NIKE, Inc. since October 2024. Previously, Mr. Hill served as President – Consumer and Marketplace from 2018 until his retirement in 2020, in which role he led all commercial and marketing operations for the NIKE and Jordan brands. During his employment with NIKE, he has served in various roles, including Apparel Sales Director in Europe, Retail Development Director in Europe, Vice President of Sales and Retail in EMEA, General Manager of U.S. Retail, Vice President of U.S. Sales, Retail and NIKE.com, Vice President of Global Retail, President of Geographies and Sales and Vice President and General Manager of North America. | | |

|  | | | | | | | | | Treasure Heinle, Executive Vice President, Chief People Officer — Ms. Heinle, 55, joined NIKE in 2012 and has served as Executive Vice President, Chief People Officer of NIKE, Inc. since January 2025. She leads the Company’s global Human Resources function and its People vision and strategy. Ms. Heinle was previously Vice President, Chief Talent Officer and Vice President, HR Business Partner for the Global Operations & Technology and Global Consumer & Marketplace teams, inclusive of Jordan Brand and Converse. Prior to joining NIKE as Vice President, HR Business Partner for North America, Ms. Heinle held Human Resources leadership positions at Danaher Corporation, Tektronix, Inc. and InFocus Corporation. | | |

|  | | | | | | | | | Rob Leinwand, Executive Vice President, Chief Legal Officer — Mr. Leinwand, 57, joined NIKE in 2004 and has served as Executive Vice President, Chief Legal Officer of NIKE, Inc. since 2024. In this role, Mr. Leinwand leads the strategic vision for the Company's Legal, Social and Community Impact, Government and Public Affairs and Resilience teams. Mr. Leinwand previously served as Vice President, Deputy General Counsel, Enterprise which included oversight of the Company's Global Litigation, Employment Law/Employee Relations, Brand Protection, Supply Chain and Corporate Governance functions. Prior to joining NIKE, Mr. Leinwand was a shareholder at the law firm of Littler Mendelson. | | |

|  | | | | | | | | | Phil McCartney, Executive Vice President, Chief Innovation, Design & Product Officer — Mr. McCartney, 50, joined NIKE in 1998 and has served as Executive Vice President, Chief Innovation, Design & Product Officer of NIKE, Inc. since May 2025. In this role, Mr. McCartney is responsible for the creation of innovative product and oversees how NIKE, Jordan and Converse innovate, design and create products for athletes around the world. Previously, Mr. McCartney was Vice President and General Manager of Global Footwear, a position held since 2016. He also previously served in various roles, including Vice President of Sport, Vice President of Running, Vice President of Football Footwear and started at NIKE as a brand ambassador and product expert, known as an EKIN. Prior to joining NIKE, Mr. McCartney was a professional athlete. | | |

|  | | | | | | | | | Amy Montagne, President, Nike — Ms. Montagne, 53, joined NIKE in 2005 and has served as President, Nike of NIKE, Inc. since May 2025. In this role, Ms. Montagne is responsible for serving consumers across all sports and driving future growth for the NIKE Brand. Previously, Ms. Montagne served in various Vice President and General Manager roles at NIKE, including APLA, Global Men’s, Global Categories, Global Women’s and Global Merchandising, as well as in other leadership positions in North America, Running, Women’s Training, and Sportswear. Prior to joining NIKE, Ms. Montagne worked in allocation, planning and merchandising at Gap Inc., Mervyn’s and Walmart Inc. | | |

| | | | | | | | | | | | |

2025 FORM 10-K 8

Our NIKE Brand product offerings are aligned around our consumer construct focused on Men's, Women's and Kids'.

We also design products specifically for the Jordan Brand and Converse.

2024 FORM 10-K 1

Sales through our NIKE Direct operations are managed within each geographic operating segment.

In addition, our NIKE Direct and Converse direct to consumer operations sell products through the following number of retail stores in the United States:

| TOTAL | | | 377 | | |

2024 FORM 10-K 2

| TOTAL | | | 668 | | |

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We have not, to date, been materially affected by any such risk but cannot predict the likelihood of such material effects occurring in the future.

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We are focused on building a talent pipeline that reflects our consumers, athletes and the communities we serve.

DIVERSITY, EQUITY AND INCLUSION

Diversity, equity and inclusion ("DE&I") is a strategic priority for NIKE and we are committed to having an inclusive and diverse team and culture.

We aim to foster an inclusive and accessible workplace through recruitment, development and retention of talent from diverse experiences and backgrounds with the goal of expanding representation across all dimensions of diversity over the long term.

We remain committed to the targets announced in fiscal 2021 for the Company to work toward by fiscal 2025, including diverse representation in our corporate workforce and leadership positions.

We continue our efforts to recruit talent through our traditional channels and through initiatives, such as partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with organizations, colleges and universities that serve diverse populations.

We also have Employee Networks, collectively known as NikeUNITED, representing various employee groups.

2024 FORM 10-K 6

Our DE&I focus extends beyond our workforce and includes our communities, which we support in a number of ways.

We have committed to investments that aim to address racial inequality and improve diversity and representation in our communities.

We also are leveraging our global scale to support business diversity among the businesses with which we work.

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|  | | | | | | | | | John Donahoe II, President and Chief Executive Officer — Mr. Donahoe, 64, joined NIKE in 2014 as a member of the Board of Directors and has served as President and Chief Executive Officer of NIKE, Inc. since January 2020. He is responsible for NIKE’s global business portfolio, which includes the NIKE, Jordan and Converse brands. Prior to joining NIKE, Mr. Donahoe was the President and Chief Executive Officer of ServiceNow, Inc. from 2017 to 2020 and, prior to that, the President and Chief Executive Officer of eBay Inc. Earlier in his career, he worked for Bain & Company for nearly two decades, becoming the firm’s President and Chief Executive Officer in 1999. | | |

|  | | | | | | | | | Monique Matheson, Executive Vice President, Chief Human Resources Officer — Ms. Matheson, 57, joined NIKE in 1998 and has served as Executive Vice President, Chief Human Resources Officer of NIKE, Inc. since 2017, overseeing and driving the Company’s strategic global Human Resources strategy. In this role, Ms. Matheson leads through the lens of people — managing functions including recruitment, succession planning, learning and career development, diversity and inclusion, organizational effectiveness, employee engagement, pay and benefits and people solutions. Previously, Ms. Matheson has held roles including Vice President, Chief Talent and Diversity Officer and Vice President, Senior Human Resources Business Partner for North America, Global Product Creation (Footwear, Apparel and Equipment), Global Finance and NIKE, Inc. Affiliates. Prior to joining NIKE, Ms. Matheson practiced employment law. | | |

|  | | | | | | | | | Ann Miller, Executive Vice President, Chief Legal Officer — Ms. Miller, 50, joined NIKE in 2007 and has served as Executive Vice President, Chief Legal Officer of NIKE, Inc. since 2022. In her capacity as Chief Legal Officer, she oversees all legal, compliance, government & public affairs, social community impact, security, resilience and investigation matters of the Company. Previously, Ms. Miller served as Vice President, Corporate Secretary from 2017 to 2022. Ms. Miller has also previously held other roles in the NIKE legal department, including Chief Ethics & Compliance Officer and Converse's General Counsel. Prior to joining NIKE, Ms. Miller worked at the law firm Sullivan & Cromwell LLP. Ms. Miller brings more than 25 years of legal and business expertise to her role. | | |

|  | | | | | | | | | Heidi O'Neill, President, Consumer, Product & Brand — Ms. O'Neill, 59, joined NIKE in 1998 and has served as President, Consumer, Product & Brand of NIKE, Inc. since 2023. In this role, Ms. O’Neill leads the integration of the global Men's, Women's & Kids' consumer teams, the entire global product engine and global brand marketing and sports marketing to build deep storytelling, relationships and engagement with the brand. Most recently, Ms. O’Neill has also served as President, Consumer and Marketplace from 2020 to 2023 and President, Direct to Consumer from 2016 to 2020. Since joining NIKE, she has held a variety of key roles, including leading NIKE's marketplace and four geographic operating regions, leading NIKE Direct and NIKE's retail and digital-commerce business and creating and leading NIKE's Women’s business. Prior to joining NIKE, Ms. O'Neill held roles at Levi Strauss & Company and was a Vice President at Foote, Cone & Belding. | | |

2024 FORM 10-K 8

FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| As of November 30, [removed: 2023,] [added: 2024,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | | |

| As of July [removed: 10, 2024,] [added: 9, 2025,] the number of shares of the Registrant's Common Stock outstanding were: | | | | | |

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September [removed: 10, 2024,] [added: 9, 2025,] are incorporated by reference into Part III of this report.

| [ITEM [removed: 1.](#i99ed084b8fd548c9b380a386a199251f_16)] [added: 1.](#id35d70b241da413a9a66c3df73f52382_13)] | | | [removed: [Business](#i99ed084b8fd548c9b380a386a199251f_16)] [added: [Business](#id35d70b241da413a9a66c3df73f52382_13)] | | | [removed: [1](#i99ed084b8fd548c9b380a386a199251f_16)] [added: [1](#id35d70b241da413a9a66c3df73f52382_13)] | | |

| | | | [Sales and [removed: Marketing](#i99ed084b8fd548c9b380a386a199251f_25)] [added: Marketing](#id35d70b241da413a9a66c3df73f52382_22)] | | | [removed: [2](#i99ed084b8fd548c9b380a386a199251f_25)] [added: [2](#id35d70b241da413a9a66c3df73f52382_22)] | | |

| | | | [Our [removed: Markets](#i99ed084b8fd548c9b380a386a199251f_28)] [added: Markets](#id35d70b241da413a9a66c3df73f52382_25)] | | | [removed: [2](#i99ed084b8fd548c9b380a386a199251f_28)] [added: [2](#id35d70b241da413a9a66c3df73f52382_25)] | | |

| | | | [Significant [removed: Customer](#i99ed084b8fd548c9b380a386a199251f_31)] [added: Customer](#id35d70b241da413a9a66c3df73f52382_28)] | | | [removed: [3](#i99ed084b8fd548c9b380a386a199251f_31)] [added: [3](#id35d70b241da413a9a66c3df73f52382_28)] | | |

| | | | [Product Research, Design and [removed: Development](#i99ed084b8fd548c9b380a386a199251f_34)] [added: Development](#id35d70b241da413a9a66c3df73f52382_31)] | | | [removed: [3](#i99ed084b8fd548c9b380a386a199251f_34)] [added: [3](#id35d70b241da413a9a66c3df73f52382_31)] | | |

| | | | [International Operations and [removed: Trade](#i99ed084b8fd548c9b380a386a199251f_40)] [added: Trade](#id35d70b241da413a9a66c3df73f52382_37)] | | | [removed: [4](#i99ed084b8fd548c9b380a386a199251f_40)] [added: [4](#id35d70b241da413a9a66c3df73f52382_37)] | | |

| | | | [Trademarks and [removed: Patents](#i99ed084b8fd548c9b380a386a199251f_46)] [added: Patents](#id35d70b241da413a9a66c3df73f52382_43)] | | | [removed: [5](#i99ed084b8fd548c9b380a386a199251f_46)] [added: [5](#id35d70b241da413a9a66c3df73f52382_43)] | | |

| | | | [Human Capital [removed: Resources](#i99ed084b8fd548c9b380a386a199251f_49)] [added: Resources](#id35d70b241da413a9a66c3df73f52382_46)] | | | [removed: [6](#i99ed084b8fd548c9b380a386a199251f_49)] [added: [6](#id35d70b241da413a9a66c3df73f52382_46)] | | |

| | | | [Available Information and [removed: Websites](#i99ed084b8fd548c9b380a386a199251f_52)] [added: Websites](#id35d70b241da413a9a66c3df73f52382_49)] | | | [removed: [7](#i99ed084b8fd548c9b380a386a199251f_52)] [added: [7](#id35d70b241da413a9a66c3df73f52382_49)] | | |

| | | | [Information about our Executive [removed: Officers](#i99ed084b8fd548c9b380a386a199251f_55)] [added: Officers](#id35d70b241da413a9a66c3df73f52382_52)] | | | [removed: [8](#i99ed084b8fd548c9b380a386a199251f_55)] [added: [8](#id35d70b241da413a9a66c3df73f52382_52)] | | |

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| [PART [removed: III](#i99ed084b8fd548c9b380a386a199251f_232)] [added: III](#id35d70b241da413a9a66c3df73f52382_232)] | | | | | | [removed: [93](#i99ed084b8fd548c9b380a386a199251f_232)] [added: [90](#id35d70b241da413a9a66c3df73f52382_232)] | | |

| | | | [(Except for the information set forth under “Information about our [removed: Ex](#i99ed084b8fd548c9b380a386a199251f_232)[ecutive] [added: Executive] Officers” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. [removed: 202](#i99ed084b8fd548c9b380a386a199251f_232)[4](#i99ed084b8fd548c9b380a386a199251f_232) [](#i99ed084b8fd548c9b380a386a199251f_232)[Annual] [added: 202](#id35d70b241da413a9a66c3df73f52382_232)[5](#id35d70b241da413a9a66c3df73f52382_232) [Annual] Meeting of [removed: Shareholders.)](#i99ed084b8fd548c9b380a386a199251f_232)] [added: Shareholders.)](#id35d70b241da413a9a66c3df73f52382_232)] | | | | | |

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| [ITEM [removed: 14.](#i99ed084b8fd548c9b380a386a199251f_247)] [added: 14.](#id35d70b241da413a9a66c3df73f52382_247)] | | | [Principal Accountant Fees and [removed: Services](#i99ed084b8fd548c9b380a386a199251f_247)] [added: Services](#id35d70b241da413a9a66c3df73f52382_247)] | | | [removed: [93](#i99ed084b8fd548c9b380a386a199251f_247)] [added: [90](#id35d70b241da413a9a66c3df73f52382_247)] | | |

| [PART [removed: IV](#i99ed084b8fd548c9b380a386a199251f_250)] [added: IV](#id35d70b241da413a9a66c3df73f52382_250)] | | | | | | [removed: [94](#i99ed084b8fd548c9b380a386a199251f_250)] [added: [91](#id35d70b241da413a9a66c3df73f52382_250)] | | |

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| [ITEM [removed: 16.](#i99ed084b8fd548c9b380a386a199251f_259)] [added: 16.](#id35d70b241da413a9a66c3df73f52382_259)] | | | [Form 10-K [removed: Summary](#i99ed084b8fd548c9b380a386a199251f_259)] [added: Summary](#id35d70b241da413a9a66c3df73f52382_259)] | | | [removed: [98](#i99ed084b8fd548c9b380a386a199251f_259)] [added: [94](#id35d70b241da413a9a66c3df73f52382_259)] | | |

| | | | [removed: [Signatures](#i99ed084b8fd548c9b380a386a199251f_265)] [added: [Signatures](#id35d70b241da413a9a66c3df73f52382_265)] | | | [removed: [100](#i99ed084b8fd548c9b380a386a199251f_265)] [added: [96](#id35d70b241da413a9a66c3df73f52382_265)] | | |

| Class A | | | $ | 5,603,520,725 | |

| Class B | | | 92,655,504,471 | | |

| | | | $ | 98,259,025,196 | |

| Class A | | | 288,887,752 | | |

| Class B | | | 1,188,015,740 | | |

| | | | 1,476,903,492 | | |

| [PART I](#id35d70b241da413a9a66c3df73f52382_10) | | | | | | [1](#id35d70b241da413a9a66c3df73f52382_10) | | |

| | | | [General](#id35d70b241da413a9a66c3df73f52382_16) | | | [1](#id35d70b241da413a9a66c3df73f52382_16) | | |

| | | | [Products](#id35d70b241da413a9a66c3df73f52382_19) | | | [1](#id35d70b241da413a9a66c3df73f52382_19) | | |

| | | | [Manufacturing](#id35d70b241da413a9a66c3df73f52382_34) | | | [3](#id35d70b241da413a9a66c3df73f52382_34) | | |

| | | | [Competition](#id35d70b241da413a9a66c3df73f52382_40) | | | [5](#id35d70b241da413a9a66c3df73f52382_40) | | |

| [ITEM 1C.](#id35d70b241da413a9a66c3df73f52382_61) | | | [Cybersecurity](#id35d70b241da413a9a66c3df73f52382_61) | | | [24](#id35d70b241da413a9a66c3df73f52382_58) | | |

| [PART II](#id35d70b241da413a9a66c3df73f52382_73) | | | | | | [26](#id35d70b241da413a9a66c3df73f52382_73) | | |

| Class A | | | $ | 7,404,327,478 | |

| Class B | | | 133,466,945,242 | | |

| | | | $ | 140,871,272,720 | |

| Class A | | | 297,897,252 | | |

| Class B | | | 1,201,461,692 | | |

| | | | 1,499,358,944 | | |

| [PART I](#i99ed084b8fd548c9b380a386a199251f_13) | | | | | | [1](#i99ed084b8fd548c9b380a386a199251f_13) | | |

| | | | [General](#i99ed084b8fd548c9b380a386a199251f_19) | | | [1](#i99ed084b8fd548c9b380a386a199251f_19) | | |

| | | | [Products](#i99ed084b8fd548c9b380a386a199251f_22) | | | [1](#i99ed084b8fd548c9b380a386a199251f_22) | | |

| | | | [Manufacturing](#i99ed084b8fd548c9b380a386a199251f_37) | | | [3](#i99ed084b8fd548c9b380a386a199251f_37) | | |

| | | | [Competition](#i99ed084b8fd548c9b380a386a199251f_43) | | | [5](#i99ed084b8fd548c9b380a386a199251f_43) | | |

| [ITEM 1](#i99ed084b8fd548c9b380a386a199251f_2130)[C](#i99ed084b8fd548c9b380a386a199251f_2130)[.](#i99ed084b8fd548c9b380a386a199251f_2130) | | | [Cybersecurity](#i99ed084b8fd548c9b380a386a199251f_2130) | | | [25](#i99ed084b8fd548c9b380a386a199251f_61) | | |

| [PART II](#i99ed084b8fd548c9b380a386a199251f_73) | | | | | | [27](#i99ed084b8fd548c9b380a386a199251f_73) | | |

The Board of Directors receives an update on our cybersecurity program on [removed: an annual] [added: a quarterly] basis, or more frequently as determined to be necessary or advisable.

2025 FORM 10-K 24

2024 FORM 10-K 25

The NIKE World Headquarters, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site consisting of over 40 buildings which, together with adjacent leased properties, functions as our global headquarters and is occupied by approximately [removed: 10,700] [added: 10,500] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

Two other distribution centers, one located [removed: in] [added: near] Indianapolis, Indiana and one located in Dayton, Tennessee, are leased and operated by third-party logistics providers.

We lease approximately [removed: 1,040] [added: 1,029] retail stores worldwide, which primarily consist of factory stores.

2025 FORM 10-K 25

2024 FORM 10-K 26

At July [removed: 10, 2024,] [added: 9, 2025,] there were [removed: 21,354] [added: 20,485] holders of record of NIKE's Class B Common Stock and 16 holders of record of NIKE's Class A Common Stock.

As of May 31, [removed: 2024,] [added: 2025,] the Company had repurchased [removed: 84.9] [added: 122.6] million shares at an average price of [removed: $106.65] [added: $98.00] per share for a total approximate cost of [removed: $9.1] [added: $12.0] billion under this program.

The following table presents a summary of share repurchases made during the quarter ended May 31, [removed: 2024:][added: 2025:]

The graph assumes an investment of $100 on May 31, [removed: 2019,] [added: 2020,] in each of the indices and our Class B Common Stock.

[removed: ][added: ]

[removed: The Dow Jones U.S. Footwear Index consists of NIKE, Crocs Inc., Deckers Outdoor Corporation and Skechers U.S.A., Inc.] Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this index.

| March 1 — March 31, 2025 | | | 936,074 | | | $ | 72.39 | | $ | 6,124 | |

| April 1 — April 30, 2025 | | | 1,189,613 | | | $ | 56.01 | | $ | 6,058 | |

| May 1 — May 31, 2025 | | | 1,116,872 | | | $ | 60.77 | | $ | 5,990 | |

| | | | 3,242,559 | | | $ | 62.38 | | | | |

2025 FORM 10-K 26

2025 FORM 10-K 27

| March 1 — March 31, 2024 | | | 2,583,730 | | | $ | 98.42 | | $ | 9,739 | |

| April 1 — April 30, 2024 | | | 3,606,667 | | | $ | 93.73 | | $ | 9,401 | |

| May 1 — May 31, 2024 | | | 4,895,400 | | | $ | 93.16 | | $ | 8,945 | |

| | | | 11,085,797 | | | $ | 94.57 | | | | |

2024 FORM 10-K 27

The Standard & Poor's Apparel, Accessories & Luxury Goods Index consists of Ralph Lauren Corporation, Tapestry, Inc. and lululemon athletica.

2024 FORM 10-K 28

2025 FORM 10-K 28

2024 FORM 10-K 29

An internal corporate audit department reviews the results of its work with the Audit & Finance Committee of the Board of Directors, presently comprised of [removed: four] [added: three] outside, independent directors.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2024.][added: 2025.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial Statements and (2) the effectiveness of our internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] as stated in their report herein.

We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the "Company") as of May 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended May 31, [removed: 2024,] [added: 2025,] including the related notes [removed: and financial statement schedule listed in the index appearing under Item 15(a)(2)] (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The Company recognizes a tax benefit from uncertain tax positions in the [added: consolidated] financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.

The majority of the total gross unrecognized tax benefits [removed: are] [added: were] long-term in nature and [added: were] included within [removed: deferred] [added: Deferred] income taxes and other liabilities on the [removed: consolidated balance sheets.][added: Consolidated Balance Sheets.]

The Company recorded income tax expense of [removed: $1,000] [added: $666] million for the year ended May 31, [removed: 2024.][added: 2025.]

As of May 31, [removed: 2024,] [added: 2025,] total gross unrecognized tax benefits, excluding related interest and penalties, were [removed: $990] [added: $1,026] million, of which [removed: $699] [added: $738] million would affect the Company's effective tax rate if recognized in future periods.

| | | | YEAR ENDED MAY [removed: 31,] [added: 31, 2025] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| *(In millions, except per share data)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | $ | [removed: 51,362] [added: 46,309] | | $ | [removed: 51,217] [added: 51,362] | | $ | [removed: 46,710] [added: 51,217] | |

| Cost of sales | | | [removed: 28,475] [added: 26,519] | | | [removed: 28,925] [added: 28,475] | | | [removed: 25,231] [added: 28,925] | | |

| Gross profit | | | [removed: 22,887] [added: 19,790] | | | [removed: 22,292] [added: 22,887] | | | [removed: 21,479] [added: 22,292] | | |

| Demand creation expense | | | [removed: 4,285] [added: 4,689] | | | [removed: 4,060] [added: 4,285] | | | [removed: 3,850] [added: 4,060] | | |

| Operating overhead expense | | | [removed: 12,291] [added: 11,399] | | | [removed: 12,317] [added: 12,291] | | | [removed: 10,954] [added: 12,317] | | |

| Total selling and administrative expense | | | [removed: 16,576] [added: 16,088] | | | [removed: 16,377] [added: 16,576] | | | [removed: 14,804] [added: 16,377] | | |

| Interest expense (income), net | | | [removed: (161)] | | | [removed: (6)] | | | [removed: 205] | | | [added: | | | | | | | | | | | | | | | (161) | | |]

| Other (income) expense, net | | | [removed: (228)] [added: (76)] | | | [removed: (280)] [added: (228)] | | | [removed: (181)] [added: (280)] | | |

| Income before income taxes | | | [removed: 6,700] [added: 3,885] | | | [removed: 6,201] [added: 6,700] | | | [removed: 6,651] [added: 6,201] | | |

| Income tax expense | | | [removed: 1,000] [added: 666] | | | [removed: 1,131] [added: 1,000] | | | [removed: 605] [added: 1,131] | | |

| NET INCOME | | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | | $ | [removed: 6,046] [added: 5,070] | |

| Basic | | | $ | [removed: 3.76] [added: 2.17] | | $ | [removed: 3.27] [added: 3.76] | | $ | [removed: 3.83] [added: 3.27] | |

| Diluted | | | $ | [removed: 3.73] [added: 2.16] | | $ | [removed: 3.23] [added: 3.73] | | $ | [removed: 3.75] [added: 3.23] | |

| Basic | | | [removed: 1,517.6] [added: 1,484.9] | | | [removed: 1,551.6] [added: 1,517.6] | | | [removed: 1,578.8] [added: 1,551.6] | | |

| Diluted | | | [removed: 1,529.7] [added: 1,487.6] | | | [removed: 1,569.8] [added: 1,529.7] | | | [removed: 1,610.8] [added: 1,569.8] | | |

| *(Dollars in millions)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Net income | | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | | $ | [removed: 6,046] [added: 5,070] | |

| Change in net foreign currency translation adjustment | | | [removed: (3)] [added: 142] | | | [removed: 267] [added: (3)] | | | [removed: (522)] [added: 267] | | |

| Change in net gains (losses) on cash flow hedges | | | [removed: (184)] [added: (454)] | | | [removed: (348)] [added: (184)] | | | [removed: 1,214] [added: (348)] | | |

| Change in net gains (losses) on other | | | [removed: 9] [added: 1] | | | [removed: (6)] [added: 9] | | | [removed: 6] [added: (6)] | | |

| Total other comprehensive income (loss), net of tax | | | [removed: (178)] [added: (311)] | | | [removed: (87)] [added: (178)] | | | [removed: 698] [added: (87)] | | |

| TOTAL COMPREHENSIVE INCOME | | | $ | [removed: 5,522] [added: 2,908] | | $ | [removed: 4,983] [added: 5,522] | | $ | [removed: 6,744] [added: 4,983] | |

| [removed: *(In] [added: *(Dollars in] millions)* | | | [added: 2025 | | |] 2024 | | | 2023 | | |

| Cash and equivalents | | | $ | [removed: 9,860] [added: 7,464] | | $ | [removed: 7,441] [added: 9,860] | |

| Short-term investments | | | [removed: 1,722] [added: 1,687] | | | [removed: 3,234] [added: 1,722] | | |

| Accounts receivable, net | | | [removed: 4,427] [added: 4,717] | | | [removed: 4,131] [added: 4,427] | | |

| Inventories | | | [removed: 7,519] [added: 7,489] | | | [removed: 8,454] [added: 7,519] | | |

2025 FORM 10-K 52

| Elliott Hill | | | Matthew Friend | | |

2025 FORM 10-K 53

2025 FORM 10-K 54

July 17, 2025

2025 FORM 10-K 55

| Interest expense (income), net | | | (107) | | | (161) | | | (6) | | |

2025 FORM 10-K 56

2025 FORM 10-K 57

| *(In millions)* | | | 2025 | | | 2024 | | |

2025 FORM 10-K 58

| Net income | | | $ | 3,219 | | $ | 5,700 | | $ | 5,070 | |

2025 FORM 10-K 59

| Conversion to Class B Common Stock | | | (8) | | | | | | | | | 8 | | | | | | | | | | | | | | | — | | |

| Balance at May 31, 2025 | | | 290 | | | $ | — | | | | | 1,186 | | | $ | 3 | | $ | 14,195 | | $ | (258) | | $ | (727) | | $ | 13,213 | |

2025 FORM 10-K 60

| [Note 15](#id35d70b241da413a9a66c3df73f52382_1649267443793) | | | [Segment](#id35d70b241da413a9a66c3df73f52382_1649267443793) [Information](#id35d70b241da413a9a66c3df73f52382_1649267443793) | | | [84](#id35d70b241da413a9a66c3df73f52382_1649267443793) | | |

| [Note 19](#id35d70b241da413a9a66c3df73f52382_214) | | | [Supplier Finance Pr](#id35d70b241da413a9a66c3df73f52382_214)[ograms](#id35d70b241da413a9a66c3df73f52382_214) | | | [88](#id35d70b241da413a9a66c3df73f52382_214) | | |

2025 FORM 10-K 61

The related estimated cost of inventory for product returns is recorded as a reduction to Cost of sales with an offsetting increase to Prepaid expenses and other current assets.

2025 FORM 10-K 62

Demand creation expense consists of brand marketing expense and sports marketing expense.

Brand marketing expense includes advertising and promotion costs such as production and media costs, digital marketing expense, brand events and retail brand presentation costs.

Sports marketing expense includes expenses related to endorsement contracts, complimentary product and sports marketing events.

2025 FORM 10-K 63

If the net realizable value of inventory is estimated to be less than the cost of the inventory, a reserve is recorded equal to the difference between the cost of the inventory and the estimated net realizable value.

This reserve is recorded as a charge to Cost of sales.

As of May 31, 2025, the Company's inventory reserve was $233 million compared to $155 million as of May 31, 2024.

2025 FORM 10-K 64

2025 FORM 10-K 65

2025 FORM 10-K 66

RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted this ASU for fiscal 2025 and the related disclosures are included in Note 15 — Segment Information.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

The new disclosure requirements are effective for the Company's annual periods beginning June 1, 2027, and interim periods beginning June 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively.

2025 FORM 10-K 67

| *(Dollars in millions)* | | | 2025 | | | 2024 | | |

2025 FORM 10-K 68

| Cash | | | $ | 1,221 | | $ | 1,221 | | $ | — | |

| Time deposits | | | 297 | | | 295 | | | 2 | | |

2024 FORM 10-K 53

| John J. Donahoe II | | | Matthew Friend | | |

2024 FORM 10-K 54

2024 FORM 10-K 55

July 25, 2024

2024 FORM 10-K 56

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2024 FORM 10-K 57

2024 FORM 10-K 58

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

2024 FORM 10-K 59

2024 FORM 10-K 60

| Balance at May 31, 2021 | | | 305 | | | $ | — | | | | | 1,273 | | | $ | 3 | | $ | 9,965 | | $ | (380) | | $ | 3,179 | | $ | 12,767 | |

2024 FORM 10-K 61

| Note 15 | | | Operating Segments and Related Information | | | [86](#i99ed084b8fd548c9b380a386a199251f_202) | | |

| Note 18 | | | Divestitures | | | [90](#i99ed084b8fd548c9b380a386a199251f_211) | | |

2024 FORM 10-K 62

2024 FORM 10-K 63

Shipping and handling costs are expensed as incurred and included in Cost of sales.

Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary products, television, digital and print advertising as well as media costs, brand events and retail brand presentation.

2024 FORM 10-K 64

Development costs of computer software to be sold, leased or otherwise marketed as an integral part of a product are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is available for general release to customers.

In most instances, the Company's products are released soon after technological feasibility has been established; therefore, software development costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally, most software development costs have been expensed as incurred.

2024 FORM 10-K 65

Additionally, the impact to Goodwill as a result of acquisitions and divestitures during fiscal 2024 and 2023, was immaterial.

2024 FORM 10-K 66

For the Company's fair value hedges, which are interest rate swaps used to mitigate the change in fair value of its fixed-rate debt attributable to changes in interest rates, the related cash flows from periodic interest payments are reflected within the Cash provided by operations component of the Consolidated Statements of Cash Flows.

2024 FORM 10-K 67

RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements will apply to the Company's fiscal year beginning June 1, 2025, pending resolution of the stay.

The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In September 2022, the FASB issued ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs.

The Company adopted the required guidance in the first quarter of fiscal 2024.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, [removed: 2024.][added: 2025.]

We are continuing several transformation initiatives to centralize and simplify our business processes and systems.

These are long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and further integration of related processes.

We will continue to monitor our internal control over financial reporting for effectiveness throughout these transformation initiatives.

During the fiscal quarter ended May 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

2025 FORM 10-K 89

2024 FORM 10-K 92

The information required by Item 401 of Regulation S-K regarding directors is included under "Corporate Governance — NIKE, Inc. Board of Directors" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 406 of Regulation S-K is included under "Corporate Governance — Code of Conduct" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under "Corporate Governance — Board Structure and Responsibilities — Board Committees" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 408(b)(1) of Regulation S-K regarding our insider trading policies is included under "Additional Information — Insider Trading Arrangements and Policies" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K regarding executive compensation is included under "Corporate Governance — Director Compensation for Fiscal [removed: 2024,"] [added: 2025,"] "Executive Compensation — Compensation Discussion and Analysis," "Executive Compensation — Executive Compensation Tables," and "Additional Information — Compensation Committee Interlocks and Insider Participation," in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under "Executive Compensation — Executive Compensation Tables — Equity Compensation Plan Information" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 403 of Regulation S-K is included under "Stock Ownership Information — Stock Holdings of Certain Owners and Management" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 404 and 407(a) of Regulation S-K is included under "Additional Information — Transactions with Related Persons" and "Corporate Governance — NIKE, Inc. Board of Directors — Director Independence" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A is included under "Audit Matters — Ratification of Appointment of Independent Registered Public Accounting Firm" in the definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders and is incorporated herein by reference.

2025 FORM 10-K 90

2024 FORM 10-K 93

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i99ed084b8fd548c9b380a386a199251f_139)] [added: Firm](#id35d70b241da413a9a66c3df73f52382_139)] (PCAOB ID 238) | | | [removed: [55](#i99ed084b8fd548c9b380a386a199251f_139)] [added: [54](#id35d70b241da413a9a66c3df73f52382_139)] | | |

| | | | [Consolidated Statements of Income for each of the three years [removed: ended](#i99ed084b8fd548c9b380a386a199251f_142)] [added: ended](#id35d70b241da413a9a66c3df73f52382_142)] May 31, [removed: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] [added: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] May 31, [removed: 2023,] [added: 2024,] and May 31, [removed: 2022] [added: 2023] | | | [removed: [57](#i99ed084b8fd548c9b380a386a199251f_142)] [added: [56](#id35d70b241da413a9a66c3df73f52382_142)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three years [removed: ended](#i99ed084b8fd548c9b380a386a199251f_145) [](#i99ed084b8fd548c9b380a386a199251f_145)May] [added: ended](#id35d70b241da413a9a66c3df73f52382_145) May] 31, [removed: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] [added: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] May 31, [removed: 2023,] [added: 2024,] and May 31, [removed: 2022[](#i99ed084b8fd548c9b380a386a199251f_145)] [added: 2023[](#id35d70b241da413a9a66c3df73f52382_145)] | | | [removed: [58](#i99ed084b8fd548c9b380a386a199251f_145)] [added: [57](#id35d70b241da413a9a66c3df73f52382_145)] | | |

| | | | [Consolidated Balance Sheets [removed: at](#i99ed084b8fd548c9b380a386a199251f_148)] [added: at](#id35d70b241da413a9a66c3df73f52382_148)] May 31, [removed: 2024] [added: 2025] and May 31, [removed: 2023] [added: 2024] | | | [removed: [59](#i99ed084b8fd548c9b380a386a199251f_148)] [added: [58](#id35d70b241da413a9a66c3df73f52382_148)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three years [removed: ended](#i99ed084b8fd548c9b380a386a199251f_151)] [added: ended](#id35d70b241da413a9a66c3df73f52382_151)] May 31, [removed: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] [added: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] May 31, [removed: 2023,] [added: 2024,] and May 31, [removed: 2022] [added: 2023] | | | [removed: [60](#i99ed084b8fd548c9b380a386a199251f_151)] [added: [59](#id35d70b241da413a9a66c3df73f52382_151)] | | |

| | | | [Consolidated Statements of Shareholders' Equity for each of the three years [removed: ended](#i99ed084b8fd548c9b380a386a199251f_154) [](#i99ed084b8fd548c9b380a386a199251f_154)May] [added: ended](#id35d70b241da413a9a66c3df73f52382_154) May] 31, [removed: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] [added: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] May 31, [removed: 2023,] [added: 2024,] and May 31, [removed: 2022] [added: 2023] | | | [removed: [61](#i99ed084b8fd548c9b380a386a199251f_154)] [added: [60](#id35d70b241da413a9a66c3df73f52382_154)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i99ed084b8fd548c9b380a386a199251f_157)] [added: Statements](#id35d70b241da413a9a66c3df73f52382_157)] | | | [removed: [62](#i99ed084b8fd548c9b380a386a199251f_157)] [added: [61](#id35d70b241da413a9a66c3df73f52382_157)] | | |

| [removed: 2.] [added: 2] | | | Financial Statement Schedule: | | | | | |

| | | | All [removed: other] [added: financial statement] schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | | | | | |

| 3.2 | | | [removed: [Fifth Restated Bylaws, as amended (incorporated] [added: [Sixth Amended and](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm) [Restated Bylaws](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm) [(incorporated] by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K [removed: filed June 19, 2020).](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit31.htm)] [added: fil](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[ed September 20](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[4](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)] | | | | | |

| 4.2 | | | [removed: [Fifth Restated Bylaws, as amended (see] [added: [Sixth Amended and](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm) [Restated Bylaw](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[s](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[(see] Exhibit [removed: 3.2).](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit31.htm)] [added: 3.2).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)] | | | | | |

| [removed: 4.7] [added: 10.9] | | | [removed: [Description] [added: [Form] of [removed: Registrants Securities] [added: Discretionary Performance Award Agreement] (incorporated by reference to Exhibit [removed: 4.6] [added: 10.22] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000051/nke-5312019exhibit46.htm) | | |] [added: 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000142/nke-5312018xexhibit1022.htm)] | | |

| 10.1 | | | [Form of Restricted Stock Agreement for non-employee directors under [removed: the](https://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm) [Stock] [added: the Stock] Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014).*](https://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm) | | | | | |

| 10.5 | | | [NIKE, Inc. Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[2](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm) [to] [added: 10.2 to] the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, [removed: 20](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[23](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)] [added: 2023).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)] | | | [added: | | |]

| [removed: 10.7] [added: 10.24] | | | [Form of [added: Performance-Based] Restricted Stock Unit Agreement under the [added: NIKE, Inc.] Stock Incentive [removed: Plan (incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [(incorporated] by reference [removed: to Exhibit 10.2] [added: to](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [Exhibit 10.28] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the fiscal [removed: quarter] [added: year] ended [removed: February 28, 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit102.htm)] [added: Ma](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[y 31, 2024)](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)] | | |

| [removed: 10.8] [added: 10.7] | | | [Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers (other than [removed: Mark G. Parker and John J. Donahoe] [added: Ma](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)[rk](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)[Parker](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)[, Elliott Hill,](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) [a](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)[nd John](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) [Donahoe] II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) | | |

| [removed: 10.9] [added: 10.8] | | | [NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 23, [removed: 2015).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] [added: 2015).*](https://www.sec.gov/Archives/edgar/data/320187/000032018715000186/exhibit102stockincentivepl.htm)] | | |

| [removed: 10.10] [added: 10.22] | | | [Form of [removed: Discretionary Performance Award] [added: Stock Option] Agreement [removed: (incorporated] [added: under the NIKE, Inc. Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [(incorporated] by reference to Exhibit [removed: 10.22] [added: 10.26] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000142/nke-5312018xexhibit1022.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)[.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)[*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)] | | |

| [removed: 10.11] [added: 10.17] | | | [NIKE, Inc. [removed: Amended and Restated Long-Term] [added: Stock] Incentive Plan (incorporated by reference to Exhibit [removed: A] [added: 10.1] to the Company's [removed: definitive Proxy Statement] [added: Current Report on Form 8-K] filed [removed: July 25, 2017).*](https://www.sec.gov/Archives/edgar/data/320187/000032018717000127/nke-2017xdef14a.htm)] [added: September 18, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] | | |

| [removed: 10.12] [added: 10.10] | | | [Offer Letter between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 22, 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex101.htm) | | |

| [removed: 10.13] [added: 10.11] | | | [Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 22, 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex103.htm) | | |

| [removed: 10.14] [added: 10.12] | | | [Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)*] | | |

| [removed: 10.15] [added: 10.13] | | | [Letter Agreement between NIKE, Inc. and Mark G. Parker (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed October 22, 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex106.htm) | | |

| [removed: 10.16] [added: 10.14] | | | [NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 19, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit101.htm) | | |

| [removed: 10.17] [added: 10.16] | | | [removed: [NIKE,] [added: [Form of Restricted Stock Unit Agreement under the NIKE,] Inc. [removed: Amended and Restated Long-Term] [added: Stock] Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company's Current Report on Form 8-K filed June 19, [removed: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit102.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm)] | | |

| [removed: 10.18] [added: 10.15] | | | [Form of Non-Statutory Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit103.htm) | | |

| [removed: 10.19] [added: 10.18] | | | [removed: [Form] [added: Form] of [added: [Performance-Based] Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company's Current Report on Form 8-K filed [added: on] June [removed: 19, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm)] [added: 17, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] | | |

| 10.20 | | | [NIKE, Inc. [added: Employee] Stock [removed: Incentive Plan] [added: Purchase Plan, as amended] (incorporated by reference to Exhibit 10.1 to the Company's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed September 18, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] [added: 10-Q for the fiscal quarter ended November 30, 2023).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)*] | | |

| [removed: 10.21] [added: 10.23] | | | [removed: [NIKE, Inc. Performance-Based] [added: [Form of] Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive [removed: Plan (incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[(inco](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[rporated] by [removed: reference] [added: referen](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[ce] to Exhibit [removed: 10.1] [added: 10.27] to the Company's [removed: Current] [added: Annu](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[al] Report on Form [removed: 8-K filed on June 17, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] [added: 10-K for the fiscal year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)] | | |

| [removed: 10.22] [added: 10.19] | | | [removed: [Credit Agreement,] [added: [Five Year Credit Agreement] dated as of March [removed: 11, 2022,] [added: 7, 2025,] among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed [added: on] March [removed: 14, 2022).](https://www.sec.gov/Archives/edgar/data/320187/000032018722000010/active_155789663x9xnike-5x.htm)] [added: 10, 2025).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000008/nikefiveyearcreditagreemen.htm)] | | |

| [removed: 10.23] [added: 10.25] | | | [removed: [NIKE,] [added: [Offer Letter, dated September 19, 2024, between NIKE,] Inc. [removed: Employee Stock Purchase Plan, as amended] [added: and Elliott Hill] (incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm) [Exhibit] [added: to Exhibit] 10.1 to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm) [Quarterly] [added: Company's Quarterly] Report on Form 10-Q for the fiscal quarter ended November 30, [removed: 2023](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)*] [added: 2024)](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit101.htm)[.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit101.htm)*] | | |

| [removed: 10.24] [added: 10.21] | | | [removed: [Cre](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[dit Agreement,] [added: [364-Day Credit Agreement] dated as of [removed: March](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm) [8](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[4](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[,] [added: March 7, 2025,] among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed [added: on] March [removed: 1](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[1](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[4](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)] [added: 10, 2025).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000008/nike-364xdaycreditagreemen.htm)] | | |

| [removed: 10.25] [added: 10.27] | | | [removed: [Separation and Release Agreement] [added: [Letter Agreement, dated September 19, 2024,] between NIKE, Inc. and [removed: Andrew Campion dated January 3, 2024](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit103.htm)] [added: John J. Donahoe II] (incorporated by reference to Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit103.htm)[3](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit103.htm) [to] the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, [removed: 2023).*] [added: 2024).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit103.htm)*] | | |

| 19.1 | | | [NIKE, Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit191.htm).] [added: Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit191.htm) (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2024).] | | |

| 19.2 | | | [NIKE, Inc. Blackout and Pre-clearance [removed: Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit192.htm).] [added: Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit192.htm) (incorporated by reference to Exhibit 19.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2024).] | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-5312024exhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit21.htm)] | | |

| 23 | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this Annual Report on Form [removed: 10-K).](#i99ed084b8fd548c9b380a386a199251f_262)] [added: 10-K).](#id35d70b241da413a9a66c3df73f52382_262)] | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-5312024exhibit311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit311.htm)] | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-5312024exhibit312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit312.htm)] | | |