NIKE (NKE) 10-K risk factor changes: FY2026 vs FY2025

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 business [removed: strategy,] [added: strategy and growth initiatives,] including, but not limited to, risks related to an increased focus on sport and rebalancing of our [added: product and] 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 [removed: categories;] [added: categories and geographies;] 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; 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 volatility and uncertainty regarding inflation and interest rates; 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; 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 [removed: products;] [added: products and other factors referenced herein;] 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; 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.

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, [added: increased] order cancellations or returns, lower revenues, higher discounts and lower gross margins.

- We [removed: conduct transactions] [added: transact] in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar.

- Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton or petroleum derivatives) has had and could [removed: in the future] have a material adverse effect on our costs, gross margins and profitability.

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

- If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products, this could result in reduced [removed: orders for our products,] [added: orders,] order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater [removed: expense associated with] collection efforts [added: expense] and increased bad debt expense.

The athletic footwear, apparel and equipment industry is highly [removed: competitive both in the United States and worldwide.][added: competitive.]

We compete with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private label brands offered by major retailers and [removed: various] other large companies that have diversified lines of athletic and leisure footwear, apparel and equipment.

We also compete with other companies for the production capacity of contract [removed: manufacturers that produce our products.][added: manufacturers.]

These, in addition to [removed: ongoing rapid changes in technology (including marketing and advertising 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.

In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, constitutes a risk factor [removed: implicating] [added: affecting] our NIKE Direct and wholesale operations.

Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other [removed: countries around the world,] [added: countries,] may also increase volatility.

Additionally, there has been, and may continue to be, volatility in currency exchange rates that impact the U.S. Dollar [removed: value] relative to other international currencies.

Foreign currency fluctuations have adversely affected and could continue to [removed: have an adverse effect on] [added: adversely affect] our results of operations and financial condition.

We extend credit to our customers based on an assessment of [removed: a customer's] [added: their] financial condition, generally without requiring collateral.

In the past, some customers have experienced financial difficulties up to and including bankruptcies, which have [removed: had an adverse effect on] [added: adversely affected] our sales, [removed: our ability to collect on] receivables and [removed: our] financial condition.

Climate change, extreme weather conditions and [removed: natural] disasters may have an adverse impact on our business and results of operations.

Extreme weather conditions [added: and other natural or manmade disasters] in the areas in which our retail stores, suppliers, manufacturers, customers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and financial condition.

Moreover, natural disasters such as earthquakes, hurricanes, wildfires, tsunamis, floods or droughts, whether occurring in the United States or abroad, and their related consequences and effects, [removed: including] [added: including, but not limited to,] energy shortages and public health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively impact our operating results and financial condition.

In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, manufacturers, employees, customers, distribution centers or vendors are located, our continued success would depend, in part, on the safety and availability of the relevant [removed: personnel] [added: personnel, facilities, machinery] and [removed: facilities] [added: equipment] and proper functioning of our or third parties' computer, network, telecommunication and other systems and operations.

In addition, a [removed: natural] disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise.

[added: 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 [removed: ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.]

[removed: For example, our World Headquarters] [added: Knight Campus] is located in a seismic zone, which is at a higher risk for earthquakes and the related consequences or effects.

Globally, [removed: the] expectations [removed: of regulators] and [removed: other key stakeholders on] [added: regulations regarding] 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, [removed: have received] [added: continue to receive] significant attention from a wide range of [removed: stakeholders.][added: stakeholders, who may have varied, evolving and sometimes conflicting expectations regarding our policies, practices, disclosures, goals and targets.]

[removed: For example,] [added: In addition,] federal, [removed: state or] [added: state,] local [added: and foreign] governmental authorities [removed: in various countries are implementing,] have [removed: proposed] [added: adopted or proposed,] and are likely to continue to [added: adopt or] propose, legislative and regulatory initiatives regarding corporate responsibility and sustainability-related matters, ranging from the disclosure of corporate greenhouse gas emissions to limitations on corporate diversity programs, among [removed: others.][added: others, and these requirements may differ or conflict across jurisdictions, increasing the complexity and cost of compliance.]

[removed: Compliance] [added: Responding to such expectations and complying] with such laws, regulations or policies, [removed: including] [added: or] any [added: failure or perceived failure to satisfy them, including as a result of good-faith interpretations] that may [removed: be adopted] [added: differ from those taken by authorities] in [removed: the future,] [added: relevant jurisdictions,] could increase the costs of operating our businesses, [added: including by requiring us to conduct additional due diligence or make additional investments in facilities and equipment,] reduce the demand for our products and impact the prices we charge our customers, [added: or result in legal, reputational and operational risks,] any or all of which could adversely affect our results of [removed: operations.][added: operations and financial condition.]

Although we have announced corporate responsibility and sustainability-related goals and targets, there can be no assurance that [added: we will be able to execute] our [added: strategies or achieve our goals within the currently projected costs and expected timeframes, or that our] stakeholders will agree with our goals, targets or strategies, or be satisfied with our efforts to implement them.

[removed: In particular, with respect to our sustainability efforts,] [added: Execution of] these [removed: risks and uncertainties include, but are not limited to, our ability to execute our] strategies and [removed: achieve] [added: achievement of] our goals [removed: within the currently projected costs] and [removed: the expected timeframes;] [added: targets are subject to risks and uncertainties, many of which are outside of our control, including regulatory developments;] 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 basis; [removed: compliance with, changes or additions to, 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 [removed: preferences and customer] acceptance of sustainable [added: products or] supply chain solutions; [removed: diverging] and [removed: 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 [removed: be able to adequately] meet stakeholder expectations, successfully execute our [removed: strategies] [added: strategies,] or [added: maintain or] achieve [removed: our] [added: any] corporate responsibility [removed: and] [added: or] sustainability-related [removed: goals,] [added: target, goal or commitments,] 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.

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 [added: 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.]

Negative claims or publicity involving us, our culture and values, our products, services and experiences, consumer data, or any of our key employees, endorsers, sponsors, suppliers or partners could [removed: seriously] damage our reputation and brand image, regardless of whether such claims are accurate.

For example, while we require our suppliers of our products to operate [removed: their business] in compliance with applicable laws and regulations, we do not control their practices.

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

If we do not successfully market our products, if advertising and promotional costs [removed: increase or] [added: increase,] if certain advertising networks are no longer available, [added: or if we are unable to take advantage of technological advances in the marketplace,] these factors could have an adverse effect on our business, financial condition and results of operations.

We rely upon specialists in the fields of biomechanics, chemistry, exercise physiology, engineering, digital technologies, industrial design, sustainability and related fields, as well as research committees and advisory boards [removed: made up] of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to develop and test cutting-edge performance products.

[removed: However, the] [added: The] mix of product sales may vary considerably from time to time or in the future as a result of strategic shifts in our business and seasonal or geographic demand for particular types of footwear, apparel and equipment and in connection with the timing of significant sporting events, such as the NBA Finals, Olympics or the World Cup, among others.

However, as competition in our industry has increased, the costs associated with establishing and retaining such sponsorships and other relationships have increased, and competition to attract and retain high-quality endorsers has [removed: increased.][added: intensified, including due to the growing influence of athletes' personal brands, the proliferation of athlete-led commercial ventures and a broader pool of competing brands seeking endorsement relationships.]

If we are unable to negotiate new, or maintain our current, associations with professional athletes, sports teams and leagues, or other public figures, or to do so at a reasonable cost, we could lose the [removed: high] visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.

Furthermore, if [removed: certain] [added: key] endorsers were to stop using our products contrary to their endorsement agreements, [added: or were to launch, or align with, competing brands or athlete-led ventures,] our business could be adversely affected.

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The markets in which we compete are undergoing continued technological innovation and disruption, including the increased use of artificial intelligence (“AI”) and machine learning by consumers, competitors, retailers and digital commerce platforms.

If we cannot innovate, enhance our NIKE Direct platforms, digital services and experiences, or leverage AI-enabled and other new technologies across our direct to consumer and wholesale operations at a pace consistent with consumer expectations and industry developments, our competitive position, consumer engagement, demand for our products, services and experiences, and results of operations could be adversely affected.

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("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.

For example, the Philip H.

Risks presented by pandemics and other public health emergencies include, but are not limited to, macroeconomic deterioration, supply chain and distribution disruption, reduced retail traffic and consumer demand, cancellation or postponement of sports seasons and sporting events, wholesale customer distress and other disruption and volatility in global financial markets.

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We could be adversely impacted if we fail to maintain or enhance our brand image and reputation.

In addition, advances in technology, including AI-enabled tools, digital commerce platforms and data analytics, may accelerate shifts in consumer preferences and shorten the windows in which we can identify, design and market products responsive to those preferences.

If we are unable to use these tools effectively, our products may fail to meet evolving consumer demand.

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Changes in consumer preferences or spending habits, shifts in fashion or athletic trends, a decline in the perceived desirability or cultural relevance of our brands or products, or increased competition could result in lower-than-expected demand and elevated inventory levels.

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or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.

To remain competitive, we may need to develop, integrate and scale AI-enabled search, discovery, personalization, recommendation and other digital commerce capabilities, including through third-party tools and platforms.

If we are unable to adapt our NIKE Direct platforms and digital experiences to changes in consumer shopping behavior, including increased use of AI-enabled search, comparison-shopping, agentic shopping or other third-party technologies to discover, evaluate or purchase products, our ability to drive traffic, engage consumers and compete effectively could be adversely affected.

The failure of these systems to operate effectively, including due to security breaches, viruses, threat actors, malware, ransomware, denial of service

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Moreover, as we develop, deploy and integrate AI, including internally developed and third-party AI tools, into our operations, digital platforms and business processes, we may face increased cybersecurity, privacy, data governance, operational and compliance risks, including risks related to unauthorized use or misuse of AI tools, data loss or unauthorized access to or disclosure of personal, confidential or proprietary information, inaccurate, biased or unintended outputs, including in certain employment-related uses, system vulnerabilities and rapidly evolving laws, regulations and standards relating to AI, privacy, cybersecurity and data use.

In addition, threat actors may use AI to increase the speed, scale and sophistication of cyberattacks, including phishing, impersonation, credential theft, exploitation of known or previously unknown software vulnerabilities and other automated, targeted or coordinated attacks against our systems or those of our vendors and other third parties.

In addition, increasing market share concentration among a few retailers in a particular country or region increases the risk that if any one of

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Business, "Manufacturing" for additional information.

Declines in store traffic, changes in consumer shopping behavior, shifts to digital commerce, local safety concerns or reduced profitability of certain store formats or regions could adversely affect our store strategy, lease decisions and operating results.

Any adverse effect on the quality of these decisions could impact our

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The principal materials used in our footwear and apparel products, as described under Item 1.

Business "Manufacturing," are generally available to manufacturers locally or in the countries where our manufacturing takes place.

Delays in the shipment or delivery of our products due to the availability of

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business.

These laws, together with a growing patchwork of laws and regulations governing AI, automated decision-making, targeted advertising, profiling and consumer protection, impose additional obligations regarding the handling of personal data and other information, and these requirements continue to evolve.

In January 2026, the OECD introduced a "side-by-side" framework under Pillar Two, largely exempting U.S. headquartered companies from the application of certain Pillar Two provisions.

However, these provisions will need to be adopted into law by each of the OECD member countries to be effective.

If one or more of our direct or indirect contractors violates or

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The diversity of locations in which we operate, our operational

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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.

in addition, various countries and regions 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.

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.

These efforts may in turn impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and could adversely impact our business, operating results and financial condition.

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.

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 requirements, could result in adverse publicity and adversely affect our business and reputation.

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

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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.

Risks presented by pandemics and other public health emergencies include, but are not limited to:

- Deterioration in economic conditions in the United States and globally;

- Disruptions to our distribution centers, contract manufacturers, finished goods factories and other vendors impacting our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets;

- 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.

We could be adversely impacted if we fail to achieve any of these objectives.

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consumer preferences.

Historically, revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third fiscal quarters.

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Moreover, as we integrate AI into our operations, there may be increased cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks against our systems.

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

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

The principal materials used in our footwear products — natural and synthetic rubber, plastic compounds, foam cushioning materials, natural and synthetic leather, nylon, polyester and natural fiber textiles and polyurethane films — are locally available to manufacturers.

The principal materials used in our apparel products — natural and synthetic fabrics, yarns 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 as well as plastic and metal hardware — are also available in countries where our manufacturing takes place.

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

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FISCAL [removed: 2025] [added: 2026] FINANCIAL HIGHLIGHTS

- NIKE, Inc. Revenues [removed: for fiscal 2025] were [removed: $46.3] [added: $46.4] billion [added: in fiscal 2026] compared to [removed: $51.4] [added: $46.3] billion [removed: for] [added: in] fiscal [removed: 2024][added: 2025.]

[removed: -] [added: On a currency-neutral basis,] NIKE Brand [removed: wholesale] [added: footwear] revenues decreased [removed: 7% on a reported basis and 6% on a currency-neutral basis][added: 2%.]

- Gross margin [removed: decreased 190] [added: expansion of 210] basis points [removed: to 42.7%,] primarily due to [removed: higher discounts, changes in channel mix and higher inventory obsolescence reserves, partially offset by] lower product [added: costs, lower warehousing and logistics] costs [added: driven by channel mix, and higher ASP.]

- Inventories as of May 31, [removed: 2025] [added: 2026] were $7.5 billion, flat compared to the prior [removed: year][added: year, primarily reflecting an increase in units, offset by product mix.]

- Return on Invested Capital ("ROIC") was [removed: 20.2%] [added: 18.7%] as of May 31, [removed: 2025,] [added: 2026,] compared to [removed: 34.9%] [added: 20.2%] as of May 31, [removed: 2024.][added: 2025.]

For discussion related to the results of operations and changes in financial condition [removed: for] [added: in] fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024,] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2024] [added: 2025] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 25, 2024.][added: 17, 2025.]

We are navigating through several external factors that create uncertainty and volatility in the operating [removed: environment] [added: environment,] including, but not limited to, geopolitical dynamics, tax regulation, fluctuating foreign [added: currency] exchange rates and [removed: new tariffs.][added: evolving tariff policies.]

- Product Management: [removed: Reducing] [added: Accelerating product innovation and reducing] the supply of certain footwear products in the marketplace [removed: as we shift] to [removed: new and innovative products and] rebalance the mix of our footwear portfolio.

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

[removed: However, we believe] [added: While] these [added: product, marketplace and brand management] actions [added: taken across our portfolio have had, and in the future may have, a negative impact on our Revenues and overall profitability, we believe they] will reignite brand momentum and reposition our business to drive long-term shareholder value.

Earnings Before Interest and Taxes [removed: ("EBIT"):] [added: ("EBIT") and EBIT margin:] Calculated as Net income before Interest [removed: expense (income),] [added: (income) expense,] net and Income tax expense in the Consolidated Statements of [removed: Income.][added: Income and total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues in the Consolidated Statements of Income, respectively.]

Total NIKE, Inc. EBIT [removed: for] [added: and EBIT margin calculations in] fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] are as follows:

| *(Dollars in millions)* | | | [removed: 2025] [added: 2026] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Net income | | | $ | [removed: 3,219] [added: 3,108] | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | |

| Add: Interest [removed: expense (income),] [added: (income) expense,] net | | | [removed: (107)] [added: (50)] | | | [removed: (161)] [added: (107)] | | | [removed: (6)] [added: (161)] | | |

| Add: Income tax expense | | | [removed: 666] [added: 792] | | | [removed: 1,000] [added: 666] | | | [removed: 1,131] [added: 1,000] | | |

| EARNINGS BEFORE INTEREST AND TAXES | | | $ | [removed: 3,778] [added: 18] | | $ | [removed: 6,539] [added: 240] | | [added: \-93 | | % | | | |] $ | [removed: 6,195] [added: 474] | | [added: \-49 | | % | | | |]

| Earnings before interest and [added: after] taxes | | | $ | [removed: 3,778 | | $ | 6,539] [added: 3,068] | | $ | [removed: 6,195] [added: 3,133] | |

| Total NIKE, Inc. Revenues | | | [removed: $] [added: 46,398] | [removed: 46,309] | | [removed: $] [added: 46,309] | [removed: 51,362] | | [removed: $] [added: 51,362] | [removed: 51,217] | |

| [removed: EBIT MARGIN] [added: *EBIT margin*] | | | [removed: 8.2%] [added: *8.3%*] | | | [removed: 12.7%] [added: *8.2%*] | | | [removed: 12.1%] [added: *12.7%*] | | |

Our ROIC calculation as of May 31, [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] is as follows:

| *(Dollars in millions)* | | | MAY 31, [removed: 2025] [added: 2026] | | | MAY 31, [removed: 2024] [added: 2025] | | |

| [removed: Net income] [added: NET INCOME] | | | [removed: $] [added: $] | [removed: 3,219] [added: 3,108] | | [removed: $] [added: $] | [removed: 5,700] [added: 3,219] | | [added: \-3 | | % | $ | 5,700 | | \-44 | | % |]

| Add: Interest [removed: expense (income),] [added: (income) expense,] net | | | [removed: (107)] [added: (50)] | | | [removed: (161)] [added: (107)] | | |

| Add: Income tax expense | | | [removed: 666] [added: 792] | | | [removed: 1,000] [added: 666] | | |

| [removed: Earnings before interest and taxes] [added: EARNINGS BEFORE INTEREST AND TAXES] | | | [removed: 3,778] [added: $] | [added: 5,376] | | [removed: 6,539] [added: $] | [added: 4,735] | | [added: 14 | | % | | | | $ | 5,822 | | \-19 | | % | | | |]

| Income tax adjustment(1) | | | [removed: (645)] [added: (782)] | | | [removed: (976)] [added: (645)] | | |

| [removed: Earnings before interest and after taxes] [added: EARNINGS BEFORE INTEREST AND TAXES] | | | [removed: $] [added: $] | [removed: 3,133] [added: 2,417] | | [removed: $] [added: $] | [removed: 5,563] [added: 2,575] | | [added: \-6 | | % | | | | $ | 3,388 | | \-24 | | % | | | |]

| Total debt(2) | | | $ | [removed: 11,814] [added: 11,113] | | $ | [removed: 12,110] [added: 11,814] | |

| Add: Shareholders' equity | | | [removed: 13,926] [added: 13,944] | | | [removed: 14,155] [added: 13,926] | | |

| Less: Cash and equivalents and Short-term investments | | | [removed: 10,236] [added: 8,631] | | | [removed: 10,309] [added: 10,236] | | |

| Total invested capital | | | $ | [removed: 15,504] [added: 16,426] | | $ | [removed: 15,956] [added: 15,504] | |

*(1)Equals [removed: Earnings before interest and taxes] [added: EBIT] multiplied by the effective tax rate as of each of the respective quarter ends.*

*(2)Total debt includes the following: 1) Current portion of long-term debt, 2) [removed: Notes Payable, 3)] Current portion of operating lease liabilities, [removed: 4)] [added: 3)] Long-term debt and [removed: 5)] [added: 4)] Operating lease liabilities.*

| *(Dollars in millions, except per share data)* | | | FISCAL [removed: 2025] [added: 2026] | | | FISCAL [removed: 2024] [added: 2025] | | | % CHANGE | | | FISCAL [removed: 2023] [added: 2024] | | | % CHANGE | | |

| Revenues | | | $ | [removed: 46,309] [added: 46,398] | | $ | [removed: 51,362] [added: 46,309] | | [removed: \-10] [added: 0] | | % | $ | [removed: 51,217] [added: 51,362] | | [removed: 0] [added: \-10] | | % |

| Cost of sales | | | [removed: 26,519] [added: 26,487] | | | [removed: 28,475] [added: 26,519] | | | [removed: \-7] [added: 0] | | % | [removed: 28,925] [added: 28,475] | | | [removed: \-2] [added: \-7] | | % |

| Gross profit | | | [removed: 19,790] [added: 19,911] | | | [removed: 22,887] [added: 19,790] | | | [removed: \-14] [added: 1] | | % | [removed: 22,292] [added: 22,887] | | | [removed: 3] [added: \-14] | | % |

- NIKE Brand wholesale revenues were $27.5 billion in fiscal 2026 compared to $25.9 billion in fiscal 2025.

- NIKE Direct revenues were $17.7 billion in fiscal 2026 compared to $18.8 billion in fiscal 2025, primarily driven by a decrease in traffic.

- Gross margin in fiscal 2026 increased 20 basis points to 42.9%.

- We returned approximately $2.5 billion to our shareholders in fiscal 2026 primarily through dividends.

2026 FORM 10-K 29

For a discussion of these factors and other risks, refer to Item 1A.

Risk Factors.

We are also making investments to elevate the presentation of our brands in physical retail.

Our reportable operating segments are at different stages of progress, and we expect to complete these actions by the end of December 2026.

The timing of financial impacts has varied and will continue to vary by segment.

North America has made the most progress against these actions, while Greater China and Converse will take more time.

Additionally, in Greater China, a trend of declining store traffic, elevated promotional activity and higher levels of inventory across the marketplace are negatively impacting revenues and overall profitability, while Converse is in the midst of a strategic reset of the brand and marketplace.

We expect negative impacts from Greater China and Converse to continue throughout fiscal 2027.

We have also taken steps to operate more efficiently and profitably, primarily through realigning costs across our supply chain and technology to serve an integrated marketplace.

In fiscal 2026, we recognized charges of $385 million associated with employee severance costs.

We continue to evaluate opportunities across the Company and may take additional actions which could lead to additional charges in future quarters.

OTHER MATTERS

On February 20, 2026, the U.S. Supreme Court ruled that U.S. tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") on goods imported into the U.S. were unauthorized.

During the fourth quarter of fiscal 2026, we deemed the recovery of IEEPA tariffs paid to be probable.

Accordingly, we recognized a benefit of $986 million in Cost of sales within the Consolidated Statements of Income for the recovery of IEEPA tariffs paid, for which $965 million and $21 million of the benefit was classified within North America and Converse, respectively, largely offsetting the impact of the IEEPA tariffs recognized during fiscal 2026.

As of May 31, 2026, we received $302 million and recorded $684 million of outstanding IEEPA tariff receivables reflected within Accounts receivable, net on the Consolidated Balance Sheets.

Subsequent to May 31, 2026, we received substantially all of the remaining IEEPA tariff receivable.

We will continue to monitor developments pertaining to the import and export policies of the U.S. and other countries, as well as those pertaining to tariff refunds and litigation, that could impact our financial position, results of operations and cash flows.

2026 FORM 10-K 30

| EBIT | | | $ | 3,850 | | $ | 3,778 | | $ | 6,539 | |

| *Net income margin* | | | *6.7%* | | | *7.0%* | | | *11.1%* | | |

| Net income | | | $ | 3,108 | | $ | 3,219 | |

| EBIT | | | 3,850 | | | 3,778 | | |

| *(Dollars in millions)* | | | MAY 31, 2026 | | | MAY 31, 2025 | | |

| ROIC | | | 18.7% | | | 20.2% | | |

2026 FORM 10-K 31

*(3)Included in NIKE Brand revenues are sales of Jordan Brand products of $7,034 million, $7,270 million and $8,701 million in fiscal 2026, 2025 and 2024, respectively, decreasing 3% and 16% on a reported basis and decreasing 5% and 16% on a currency-neutral basis, for fiscal 2026 and 2025, respectively.*

2026 FORM 10-K 32

Higher revenues in North America increased NIKE, Inc. Revenues by approximately 2 percentage points.

- NIKE Brand revenues were $45.2 billion in fiscal 2026 compared to $44.7 billion in fiscal 2025, an increase of 1% and a decrease of 1% on a reported and currency-neutral basis, respectively.

- NIKE Brand footwear revenues were $29.5 billion in fiscal 2026 compared to $29.5 billion in fiscal 2025.

- NIKE Brand apparel revenues were $13.4 billion in fiscal 2026 compared to $13.0 billion in fiscal 2025.

On a currency-neutral basis, NIKE Brand apparel revenues increased 2%.

The increase on a currency-neutral basis was driven by higher revenues in North America, primarily offset by lower revenues in Greater China.

NIKE Brand Digital sales were $8.6 billion in fiscal 2026 compared to $9.6 billion in fiscal 2025, with declines primarily due to reduced traffic.

- NIKE Direct revenues declined 13% from $21.5 billion in fiscal 2024 to $18.8 billion in fiscal 2025, and represented approximately 42% of total NIKE Brand revenues for fiscal 2025

- We returned $5.3 billion to our shareholders in fiscal 2025 through share repurchases and dividends

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

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.

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.

For more information refer to Item 1A Risk Factors, within Part 1, Item 1, Business.

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

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

| | | | YEAR ENDED MAY 31, | | | | | | | | |

EBIT Margin: Calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues.

Our EBIT Margin calculation for fiscal 2025, 2024 and 2023 are as follows:

| Numerator | | | | | | | | | | | |

| Denominator | | | | | | | | | | | |

2025 FORM 10-K 30

| | | | MAY 31, 2025 | | | MAY 31, 2024 | | |

| RETURN ON INVESTED CAPITAL | | | 20.2% | | | 34.9% | | |

2025 FORM 10-K 31

2025 FORM 10-K 32

| 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 | | % |

*(4)Beginning in fiscal 2025, with the continued rollout of a new Enterprise Resource Planning Platform, we have removed the non-GAAP financial measure of wholesale equivalent revenues.

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

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

*(5)Others include products not allocated to Men's, Women's, Kids' and Jordan Brand, as well as certain adjustments that are not allocated to products designated by consumer.*

2025 FORM 10-K 33

- NIKE Brand revenues, which represented over 90% of NIKE, Inc. Revenues, decreased 9% on both a reported and currency-neutral basis.

The decrease, on a currency-neutral basis, was due to lower revenues in Men's, the Jordan Brand, Women's and Kids'.

2025 FORM 10-K 34

For fiscal 2025, our consolidated gross profit decreased 14% to $19,790 million compared to $22,887 million for fiscal 2024.

- Lower NIKE Brand ASP (decreasing gross margin approximately 180 basis points), primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions;

- Restructuring charges in the prior year (increasing gross margin approximately 10 basis points).

Changes in foreign currency exchange rates did not have a material impact on Demand creation expense.

Changes in foreign currency exchange rates did not have a material impact on Operating overhead expense.

The majority of derivatives outstanding as of May 31, [removed: 2025,] [added: 2026,] are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Chinese Yuan/U.S. Dollar, British [removed: Pound/Euro,] [added: Pound/Euro] and Japanese Yen/U.S. Dollar currency pairs.

To achieve these objectives, we maintain a mix of commercial paper, bank [removed: loans,] [added: loans] and fixed-rate debt of varying [removed: maturities] [added: maturities,] and have entered into receive-fixed, pay-variable interest rate swaps for a portion of our fixed-rate debt.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $107] [added: $66] million and [removed: $57] [added: $107] million as of May 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

The VaR [removed: increased] [added: decreased] year-over-year as a result of [removed: an increase] [added: a decrease] in foreign currency volatilities as [removed: well as increased trade volumes as] of May 31, [removed: 2025.][added: 2026.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $200] [added: $199] million and [removed: $180] [added: $200] million during fiscal [removed: 2025] [added: 2026] and fiscal [removed: 2024,] [added: 2025,] respectively.

The weighted average variable interest rates for the fixed rate swapped to variable rate swaps reflect the effective interest rates at May 31, [removed: 2025.][added: 2026.]

| *(Dollars in millions)* | | | [removed: 2026 | | |] 2027 | | | 2028 | | | 2029 | | | 2030 | | | [added: 2031 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Principal payments | | | $ | [removed: —] [added: 2,000] | | $ | [removed: 2,000] [added: —] | | $ | — | | $ | [removed: —] [added: 1,500] | | $ | [removed: 1,500] [added: —] | | $ | 4,500 | | $ | 8,000 | | $ | [removed: 6,673] [added: 6,805] | |

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

| Notional amount | | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 2,400 | | $ | 2,400 | | $ | [removed: 21] [added: (4)] | |

| Average variable interest rate | | | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | [removed: 3.8] [added: 3.6] | | % | [removed: 3.8] [added: 3.6] | | % | | | |

2026 FORM 10-K 49

2026 FORM 10-K 50

2025 FORM 10-K 50

2025 FORM 10-K 51

Nearly all [removed: footwear and] [added: footwear,] apparel [removed: products are manufactured outside the United States, while] [added: and] equipment products are manufactured [removed: both in] [added: outside] the United [removed: States and abroad.][added: States.]

All references to fiscal [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023] [added: 2024] are to NIKE, Inc.'s fiscal years ended May 31, [removed: 2025, 2024] [added: 2026, 2025] and [removed: 2023,] [added: 2024,] respectively.

We also sell sports apparel, which features the same trademarks and [removed: are] [added: is] sold predominantly through the same marketing and distribution channels as athletic footwear.

[removed: However, the] [added: The] mix of product sales may vary considerably as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment, as well as other macroeconomic, strategic, operating and logistics-related factors.

Converse is also a reportable operating segment and operates [removed: predominately] [added: predominantly] in one industry: the design, marketing, licensing and selling of casual sneakers, apparel and accessories.

For fiscal [removed: 2025,] [added: 2026,] NIKE Brand and Converse sales in the United States accounted for approximately [removed: 43%] [added: 44%] of total revenues, compared to [removed: 42% and] 43% [removed: for] [added: and 42% in] fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] respectively.

During fiscal [removed: 2025,] [added: 2026,] our three largest United States customers accounted for approximately [removed: 25%] [added: 29%] of sales in the United States.

| NIKE Brand factory stores | | | [removed: 213] [added: 212] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 85] [added: 75] | | |

| Converse stores (including factory stores) | | | [removed: 78] [added: 60] | | |

For fiscal [removed: 2025,] [added: 2026,] non-U.S. NIKE Brand and Converse sales accounted for approximately [removed: 57%] [added: 56%] of total revenues, compared to [removed: 58% and] 57% [added: and 58%] for fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] respectively.

We also ship products from [removed: 72] [added: 65] distribution centers outside of the United States.

During fiscal [removed: 2025,] [added: 2026,] NIKE's three largest customers outside of the United States accounted for approximately 16% of total non-U.S. sales.

| NIKE Brand factory stores | | | [removed: 543] [added: 537] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 61] [added: 50] | | |

No customer accounted for 10% or more of our consolidated [removed: net] Revenues during fiscal [removed: 2025.][added: 2026.]

Technical innovation in the design and manufacturing process of [added: athletic] footwear, apparel and [removed: athletic] equipment receives continued emphasis as we strive to produce products that help to enhance athletic performance, reduce injury and maximize comfort, while decreasing our environmental impact.

Nearly all of our footwear and apparel products are manufactured outside the United States by independent [removed: contract] manufacturers ("contract manufacturers"), many of which operate multiple factories.

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

As of May 31, [removed: 2025,] [added: 2026,] we had [removed: 184] [added: 205] strategic Tier 2 suppliers.

As of May 31, [removed: 2025,] [added: 2026,] contract manufacturers operated [removed: 97] [added: 95] finished goods footwear factories located in 11 countries.

For fiscal [removed: 2025,] [added: 2026,] NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.

For fiscal [removed: 2025,] [added: 2026,] factories in Vietnam, Indonesia and China manufactured approximately [removed: 51%, 28%] [added: 52%, 27%] and [removed: 17%] [added: 16%] of total NIKE Brand footwear, respectively.

For fiscal [removed: 2025,] [added: 2026,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately [removed: 59%] [added: 60%] of NIKE Brand footwear production.

As of May 31, [removed: 2025,] [added: 2026,] contract manufacturers operated [removed: 303] [added: 321] finished goods apparel factories located in 34 countries.

For fiscal [removed: 2025,] [added: 2026,] NIKE Brand apparel finished goods were manufactured by [removed: 67] [added: 64] contract manufacturers, many of which operate multiple factories.

For fiscal [removed: 2025,] [added: 2026,] factories in Vietnam, [removed: China and] Cambodia [added: and China] manufactured approximately [removed: 31%,] [added: 34%,] 15% and [removed: 15%][added: 12% of total NIKE Brand apparel, respectively.]

For fiscal [removed: 2025,] [added: 2026,] two apparel contract manufacturers accounted for more than 10% of apparel production, and the top [removed: five] [added: six] contract manufacturers in the aggregate accounted for approximately [removed: 51%] [added: 54%] of NIKE Brand apparel production.

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

During fiscal [removed: 2025,] [added: 2026,] Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai [removed: Province,] [added: City,] 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.

In fiscal [removed: 2025,] [added: 2026,] 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 [removed: abroad,] [added: globally,] such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, 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 [removed: 2025] [added: 2026] and in [removed: 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 [removed: increases in the cost] [added: increased costs] of our products, and additional measures, if implemented, will adversely affect sales and/or profitability for NIKE, as well as the imported footwear and apparel industry as a whole, possibly materially.

Where trade protection measures are implemented, we believe we have the ability to develop, over a period of time, adequate alternative sources [added: or methods] of supply for the products obtained from our present suppliers.

However, we believe we could [removed: abate] [added: mitigate] any such disruption, and that much of the adverse impact on supply would, therefore, be of a short-term nature, although alternate sources of supply might not be as cost-effective and could have an ongoing adverse impact on profitability.

- Product attributes such as quality; innovation and development; performance and reliability; new product [removed: style,] [added: style] and design; as well as consumer price/value.

We believe that it is important to attract, develop and retain an engaged workforce with [removed: diverse experiences, backgrounds] [added: different backgrounds, experiences] and perspectives at all levels of our business and that such a workforce fosters creativity and accelerates innovation.

We aim to do this by creating groundbreaking sport innovations, making our products more sustainably, building a creative global team with [removed: diverse experiences, backgrounds] [added: different backgrounds, experiences] and perspectives, supporting the well-being of our employees and making a positive impact in communities where we live and work.

We are committed to having an inclusive [removed: and diverse] team and [removed: culture,] [added: culture] and [added: an] accessible [removed: workplace.][added: workplace to foster a sense of belonging for all employees.]

2026 FORM 10-K 1

| TOTAL | | | 347 | | |

| TOTAL | | | 641 | | |

2026 FORM 10-K 2

2026 FORM 10-K 3

2026 FORM 10-K 4

2026 FORM 10-K 5

- We provide military leave benefits for eligible employees.

- We offer free access to our sport centers at the Philip H.

- We provide a hybrid work approach for the majority of corporate employees.

2026 FORM 10-K 6

2026 FORM 10-K 7

|  | | | | | | | | | Venkatesh Alagirisamy, Executive Vice President, Chief Operating Officer — Mr. Alagirisamy, 50, joined NIKE in 2006 and has served as Executive Vice President, Chief Operating Officer of NIKE, Inc. since December 2025. In this role, Mr. Alagirisamy leads the Company’s Global Supply Chain, Planning, Operations, Sustainability and Technology organizations. Mr. Alagirisamy previously served in various roles at NIKE, including as Chief Supply Chain Officer, Chief Operating Officer for Converse, and Vice President of Global Operations & Express Lane. | | |

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

*(1) Effective as of August 17, 2026, Mr. Friend will cease serving as Executive Vice President and Chief Financial Officer and begin serving as an advisor to the Chief Executive Officer until his separation from the Company on September 4, 2026, which CFO transition is described in more detail in our Current Report on Form 8-K filed with the SEC on June 23, 2026.*

2026 FORM 10-K 8

We also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, doing business as Air Manufacturing Innovation.

2025 FORM 10-K 1

Historically, revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third fiscal quarters.

In the United States, we utilize NIKE sales offices to solicit such sales.

| TOTAL | | | 376 | | |

2025 FORM 10-K 2

| TOTAL | | | 658 | | |

The largest single finished goods footwear factory accounted for approximately 11% of total fiscal 2025 NIKE Brand footwear production.

The largest single finished goods apparel factory accounted for approximately 8% of total fiscal 2025 NIKE Brand apparel production.

2025 FORM 10-K 3

of total NIKE Brand apparel, respectively.

Most raw materials are available and purchased by those contract manufacturers in the countries where manufacturing takes place.

2025 FORM 10-K 4

2025 FORM 10-K 5

2025 FORM 10-K 6

- Our Military Leave benefit provides up to 12 weeks of paid time off every 12 months.

- We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex program, which provides employees an opportunity to work remotely for up to four weeks per year.

- We offer a Well-Being Week where we close our corporate offices for a full week in the summer and Well-Being Days for our teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being.

2025 FORM 10-K 7

|  | | | | | | | | | Craig Williams, Executive Vice President, Chief Commercial Officer — Mr. Williams, 56, joined NIKE in 2019 and has served as Executive Vice President, Chief Commercial Officer of NIKE, Inc. since June 2025. In this role, Mr. Williams leads NIKE's four geographic operating units, the global direct to consumer business and wholesale marketplace partnerships. Mr. Williams previously served as President of Geographies & Marketplace of NIKE, Inc. and President of Jordan Brand, overseeing the global business and team of designers, footwear and apparel developers, marketers and geography leaders. Prior to joining NIKE, Mr. Williams held executive leadership positions at The Coca-Cola Company as well as roles at CIBA Vision, a subsidiary of Novartis AG, and Kraft Foods Inc. Mr. Williams also served five years in the U.S. Navy as a Naval Nuclear Power Officer. | | |

2025 FORM 10-K 8

FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2025][added: 2026]

[removed: ][added: ]

| As of November [removed: 30, 2024,] [added: 28, 2025,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | | |

| As of July [removed: 9, 2025,] [added: 8, 2026,] 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: 9, 2025,] [added: 8, 2026,] are incorporated by reference into Part III of this report.

| [ITEM [removed: 1.](#id35d70b241da413a9a66c3df73f52382_13)] [added: 1.](#i3352cfbb0b3b4c89899805d4ecacc4bf_13)] | | | [removed: [Business](#id35d70b241da413a9a66c3df73f52382_13)] [added: [Business](#i3352cfbb0b3b4c89899805d4ecacc4bf_13)] | | | [removed: [1](#id35d70b241da413a9a66c3df73f52382_13)] [added: [1](#i3352cfbb0b3b4c89899805d4ecacc4bf_13)] | | |

| | | | [Sales and [removed: Marketing](#id35d70b241da413a9a66c3df73f52382_22)] [added: Marketing](#i3352cfbb0b3b4c89899805d4ecacc4bf_22)] | | | [removed: [2](#id35d70b241da413a9a66c3df73f52382_22)] [added: [2](#i3352cfbb0b3b4c89899805d4ecacc4bf_22)] | | |

| | | | [Our [removed: Markets](#id35d70b241da413a9a66c3df73f52382_25)] [added: Markets](#i3352cfbb0b3b4c89899805d4ecacc4bf_25)] | | | [removed: [2](#id35d70b241da413a9a66c3df73f52382_25)] [added: [2](#i3352cfbb0b3b4c89899805d4ecacc4bf_25)] | | |

| | | | [Significant [removed: Customer](#id35d70b241da413a9a66c3df73f52382_28)] [added: Customer](#i3352cfbb0b3b4c89899805d4ecacc4bf_28)] | | | [removed: [3](#id35d70b241da413a9a66c3df73f52382_28)] [added: [3](#i3352cfbb0b3b4c89899805d4ecacc4bf_28)] | | |

| | | | [Product Research, Design and [removed: Development](#id35d70b241da413a9a66c3df73f52382_31)] [added: Development](#i3352cfbb0b3b4c89899805d4ecacc4bf_31)] | | | [removed: [3](#id35d70b241da413a9a66c3df73f52382_31)] [added: [3](#i3352cfbb0b3b4c89899805d4ecacc4bf_31)] | | |

| | | | [International Operations and [removed: Trade](#id35d70b241da413a9a66c3df73f52382_37)] [added: Trade](#i3352cfbb0b3b4c89899805d4ecacc4bf_37)] | | | [removed: [4](#id35d70b241da413a9a66c3df73f52382_37)] [added: [4](#i3352cfbb0b3b4c89899805d4ecacc4bf_37)] | | |

| | | | [Trademarks and [removed: Patents](#id35d70b241da413a9a66c3df73f52382_43)] [added: Patents](#i3352cfbb0b3b4c89899805d4ecacc4bf_43)] | | | [removed: [5](#id35d70b241da413a9a66c3df73f52382_43)] [added: [5](#i3352cfbb0b3b4c89899805d4ecacc4bf_43)] | | |

| | | | [Human Capital [removed: Resources](#id35d70b241da413a9a66c3df73f52382_46)] [added: Resources](#i3352cfbb0b3b4c89899805d4ecacc4bf_46)] | | | [removed: [6](#id35d70b241da413a9a66c3df73f52382_46)] [added: [5](#i3352cfbb0b3b4c89899805d4ecacc4bf_46)] | | |

| | | | [Available Information and [removed: Websites](#id35d70b241da413a9a66c3df73f52382_49)] [added: Websites](#i3352cfbb0b3b4c89899805d4ecacc4bf_49)] | | | [removed: [7](#id35d70b241da413a9a66c3df73f52382_49)] [added: [7](#i3352cfbb0b3b4c89899805d4ecacc4bf_49)] | | |

| | | | [Information about our Executive [removed: Officers](#id35d70b241da413a9a66c3df73f52382_52)] [added: Officers](#i3352cfbb0b3b4c89899805d4ecacc4bf_52)] | | | [removed: [8](#id35d70b241da413a9a66c3df73f52382_52)] [added: [8](#i3352cfbb0b3b4c89899805d4ecacc4bf_52)] | | |

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| | | | [(Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. [removed: 202](#id35d70b241da413a9a66c3df73f52382_232)[5](#id35d70b241da413a9a66c3df73f52382_232)] [added: 202](#i3352cfbb0b3b4c89899805d4ecacc4bf_229)[6](#i3352cfbb0b3b4c89899805d4ecacc4bf_229)] [Annual Meeting of [removed: Shareholders.)](#id35d70b241da413a9a66c3df73f52382_232)] [added: Shareholders.)](#i3352cfbb0b3b4c89899805d4ecacc4bf_229)] | | | | | |

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| [ITEM [removed: 16.](#id35d70b241da413a9a66c3df73f52382_259)] [added: 16.](#i3352cfbb0b3b4c89899805d4ecacc4bf_256)] | | | [Form 10-K [removed: Summary](#id35d70b241da413a9a66c3df73f52382_259)] [added: Summary](#i3352cfbb0b3b4c89899805d4ecacc4bf_256)] | | | [removed: [94](#id35d70b241da413a9a66c3df73f52382_259)] [added: [95](#i3352cfbb0b3b4c89899805d4ecacc4bf_256)] | | |

| Class A | | | $ | 4,015,962,912 | |

| Class B | | | 76,513,157,723 | | |

| | | | $ | 80,529,120,635 | |

| Class A | | | 281,387,752 | | |

| Class B | | | 1,202,110,951 | | |

| | | | 1,483,498,703 | | |

| [PART I](#i3352cfbb0b3b4c89899805d4ecacc4bf_10) | | | | | | [1](#i3352cfbb0b3b4c89899805d4ecacc4bf_10) | | |

| | | | [General](#i3352cfbb0b3b4c89899805d4ecacc4bf_16) | | | [1](#i3352cfbb0b3b4c89899805d4ecacc4bf_16) | | |

| | | | [Products](#i3352cfbb0b3b4c89899805d4ecacc4bf_19) | | | [1](#i3352cfbb0b3b4c89899805d4ecacc4bf_19) | | |

| | | | [Manufacturing](#i3352cfbb0b3b4c89899805d4ecacc4bf_34) | | | [3](#i3352cfbb0b3b4c89899805d4ecacc4bf_34) | | |

| | | | [Competition](#i3352cfbb0b3b4c89899805d4ecacc4bf_40) | | | [4](#i3352cfbb0b3b4c89899805d4ecacc4bf_40) | | |

| [PART II](#i3352cfbb0b3b4c89899805d4ecacc4bf_73) | | | | | | [26](#i3352cfbb0b3b4c89899805d4ecacc4bf_73) | | |

| [PART III](#i3352cfbb0b3b4c89899805d4ecacc4bf_229) | | | | | | [91](#i3352cfbb0b3b4c89899805d4ecacc4bf_229) | | |

| [PART IV](#i3352cfbb0b3b4c89899805d4ecacc4bf_247) | | | | | | [92](#i3352cfbb0b3b4c89899805d4ecacc4bf_247) | | |

| | | | [Signatures](#i3352cfbb0b3b4c89899805d4ecacc4bf_262) | | | [97](#i3352cfbb0b3b4c89899805d4ecacc4bf_262) | | |

| 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) | | |

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

| [PART III](#id35d70b241da413a9a66c3df73f52382_232) | | | | | | [90](#id35d70b241da413a9a66c3df73f52382_232) | | |

| [PART IV](#id35d70b241da413a9a66c3df73f52382_250) | | | | | | [91](#id35d70b241da413a9a66c3df73f52382_250) | | |

| | | | [Signatures](#id35d70b241da413a9a66c3df73f52382_265) | | | [96](#id35d70b241da413a9a66c3df73f52382_265) | | |

At the management level, primary responsibility for assessing and managing material risks from cybersecurity threats rests with our Vice President, [removed: Corporate Information Security, Risk] [added: Foundational Technology] & [removed: Compliance] [added: Services] ("VP, [removed: CIS").][added: FTS") who has over two decades of experience in data and information technology.]

The VP, [removed: CIS] [added: FTS] reports to our Chief [removed: Information Officer (“CIO”)] [added: Technology Officer,] who has significant experience leading technology teams at large public [removed: companies and our CIO reports to our Chief Technology Officer.][added: companies.]

Our approach to managing cybersecurity risk is informed by the industry-standard National Institute [removed: for] [added: of] Standards and Technology Cybersecurity Framework.

The VP, [removed: CIS] [added: FTS] has primary responsibility for implementing and overseeing our enterprise-wide cybersecurity strategy, policy, architecture and processes.

Even though, to date, cybersecurity risks have not materially affected our business or our results of operations, we [added: have experienced cybersecurity incidents in the past and continue to] face numerous and evolving cybersecurity threats.

There can be no assurance that we, or the third parties with which we interact, will not [removed: face] [added: experience] a cybersecurity incident in the future that will materially affect us.

For [removed: more] [added: additional] information about the cybersecurity risks we face, see the risk factor entitled “We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business” in Item 1A.

The work within this organization is managed by two senior leaders, who each have over two decades of experience in information technology and cybersecurity.

2026 FORM 10-K 24

Our VP, CIS has over two decades of experience in information technology and cybersecurity.

2025 FORM 10-K 24

[removed: The NIKE World Headquarters,] [added: Knight Campus,] 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: 10,500] [added: 10,600] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

We lease a similar, but smaller, administrative facility in Hilversum, the Netherlands, which serves as the headquarters for our [removed: Europe, Middle East & Africa] [added: EMEA] geography and management of certain brand functions for our non-U.S. operations.

[removed: Five] [added: Four] are located in or near Memphis, Tennessee, two of which are owned and [removed: three] [added: two] of which are leased.

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

Air Manufacturing Innovation manufactures cushioning components used in footwear at NIKE-owned and leased facilities located near Beaverton, Oregon, and in Dong Nai [removed: Province,] [added: City,] Vietnam, as well as at NIKE-owned facilities in St. Charles, Missouri.

We lease approximately [removed: 1,029] [added: 980] retail stores worldwide, which primarily consist of factory stores.

[removed: See] [added: Business] "United States Market" and "International Markets" for additional information regarding our retail stores.

Our leases expire at various dates through the fiscal year [removed: 2058.][added: 2059.]

The Philip H.

See Item 1.

2026 FORM 10-K 25

2025 FORM 10-K 25

At July [removed: 9, 2025,] [added: 8, 2026,] there were [removed: 20,485] [added: approximately 20,000] holders of record of NIKE's Class B Common Stock and 16 holders of record of NIKE's Class A Common Stock.

In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase [removed: program.][added: program (the "Share Repurchase Program").]

As of May 31, [removed: 2025,] [added: 2026,] the Company had repurchased [removed: 122.6] [added: 124.4] million shares at an average price of [removed: $98.00] [added: $97.57] per share for a total approximate cost of [removed: $12.0] [added: $12.1] billion under [removed: this program.][added: the Share Repurchase Program, and approximately $5.9 billion of the Company's Class B Common Stock remains available for repurchase.]

The following graph demonstrates a five-year comparison of cumulative total returns for NIKE's Class B Common Stock; the [removed: Standard & Poor's] [added: S&P] 500 Stock Index; the Dow Jones U.S. Footwear Index; and the [removed: Standard & Poor's] [added: S&P] Apparel, Accessories & Luxury Goods Index.

The graph assumes an investment of $100 on May 31, [removed: 2020,] [added: 2021,] in each of the indices and our Class B Common Stock.

[removed: ][added: ]

The Dow Jones U.S. Footwear Index and the [removed: Standard & Poor's] [added: S&P] Apparel, Accessories & Luxury Goods Index include companies in two major lines of business in which the Company competes.

In June 2026, the Board of Directors reapproved the current program to continue without a fixed expiration date and without increasing the aggregate amount authorized for repurchase.

The size and timing of these purchases, if any, will depend on market conditions and the Company’s liquidity and capital needs, as well as other factors.

No shares were repurchased during the quarter ended May 31, 2026.

We paused repurchases under this program during the first quarter of fiscal 2026.

2026 FORM 10-K 26

2026 FORM 10-K 27

The following table presents a summary of share repurchases made during the quarter ended May 31, 2025:

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

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

| PERIOD | | | TOTAL NUMBER OF SHARES PURCHASED | | | AVERAGE PRICE PAID PER SHARE | | | APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (IN MILLIONS) | | |

| 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

2026 FORM 10-K 28

2025 FORM 10-K 28

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2025.][added: 2026.]

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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] 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: 2025,] [added: 2026,] including the related notes (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: 2025,] [added: 2026,] 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: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2025] [added: 2026] 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: 2025,] [added: 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

The Company recorded income tax expense of [removed: $666] [added: $792] million for the year ended May 31, [removed: 2025.][added: 2026.]

As of May 31, [removed: 2025,] [added: 2026,] total gross unrecognized tax benefits, excluding related interest and penalties, were [removed: $1,026] [added: $953] million, of which [removed: $738] [added: $742] million would affect the Company's effective tax rate if recognized in future periods.

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

| *(In millions, except per share data)* | | | [removed: 2025] [added: 2026] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Revenues | | | $ | [removed: 46,309] [added: 46,398] | | $ | [removed: 51,362] [added: 46,309] | | $ | [removed: 51,217] [added: 51,362] | |

| Cost of sales | | | [removed: 26,519] [added: 26,487] | | | [removed: 28,475] [added: 26,519] | | | [removed: 28,925] [added: 28,475] | | |

| Gross profit | | | [removed: 19,790] [added: 19,911] | | | [removed: 22,887] [added: 19,790] | | | [removed: 22,292] [added: 22,887] | | |

| Demand creation expense | | | [removed: 4,689] [added: 4,754] | | | [removed: 4,285] [added: 4,689] | | | [removed: 4,060] [added: 4,285] | | |

| Operating overhead expense | | | [removed: 11,399] [added: 11,360] | | | [removed: 12,291] [added: 11,399] | | | [removed: 12,317] [added: 12,291] | | |

| Total selling and administrative expense | | | [removed: 16,088] [added: 16,114] | | | [removed: 16,576] [added: 16,088] | | | [removed: 16,377] [added: 16,576] | | |

| Interest [removed: expense (income),] [added: (income) expense,] net | | | [removed: (107)] [added: (50)] | | | [removed: (161)] [added: (107)] | | | [removed: (6)] [added: (161)] | | |

| Other (income) expense, net | | | [removed: (76)] [added: (53)] | | | [removed: (228)] [added: (76)] | | | [removed: (280)] [added: (228)] | | |

| Income before income taxes | | | [removed: 3,885] [added: 3,900] | | | [removed: 6,700] [added: 3,885] | | | [removed: 6,201] [added: 6,700] | | |

| Income tax expense | | | [removed: 666] [added: 792] | | | [removed: 1,000] [added: 666] | | | [removed: 1,131] [added: 1,000] | | |

| NET INCOME | | | $ | [removed: 3,219] [added: 3,108] | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | |

| Basic | | | $ | [removed: 2.17] [added: 2.10] | | $ | [removed: 3.76] [added: 2.17] | | $ | [removed: 3.27] [added: 3.76] | |

| Diluted | | | $ | [removed: 2.16] [added: 2.10] | | $ | [removed: 3.73] [added: 2.16] | | $ | [removed: 3.23] [added: 3.73] | |

| Basic | | | [removed: 1,484.9] [added: 1,479.8] | | | [removed: 1,517.6] [added: 1,484.9] | | | [removed: 1,551.6] [added: 1,517.6] | | |

| Diluted | | | [removed: 1,487.6] [added: 1,481.0] | | | [removed: 1,529.7] [added: 1,487.6] | | | [removed: 1,569.8] [added: 1,529.7] | | |

| *(Dollars in millions)* | | | [removed: 2025] [added: 2026] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Net income | | | $ | [removed: 3,219] [added: 3,108] | | $ | [removed: 5,700] [added: 3,219] | | $ | [removed: 5,070] [added: 5,700] | |

| Change in net foreign currency translation adjustment | | | [removed: 142] [added: 123] | | | [removed: (3)] [added: 142] | | | [removed: 267] [added: (3)] | | |

| Change in net gains (losses) on cash flow hedges | | | [removed: (454)] [added: (6)] | | | [removed: (184)] [added: (454)] | | | [removed: (348)] [added: (184)] | | |

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

| Total other comprehensive income (loss), net of tax | | | [removed: (311)] [added: 117] | | | [removed: (178)] [added: (311)] | | | [removed: (87)] [added: (178)] | | |

| TOTAL COMPREHENSIVE INCOME | | | $ | [removed: 2,908] [added: 3,225] | | $ | [removed: 5,522] [added: 2,908] | | $ | [removed: 4,983] [added: 5,522] | |

| [removed: *(In] [added: *(Dollars in] millions)* | | | [added: 2026 | | |] 2025 | | | 2024 | | |

| Cash and equivalents | | | $ | [removed: 7,464] [added: 7,563] | | $ | [removed: 9,860] [added: 7,464] | |

| Short-term investments | | | [removed: 1,687] [added: 1,464] | | | [removed: 1,722] [added: 1,687] | | |

| Accounts receivable, net | | | [removed: 4,717] [added: 5,931] | | | [removed: 4,427] [added: 4,717] | | |

| Inventories | | | [removed: 7,489] [added: 7,501] | | | [removed: 7,519] [added: 7,489] | | |

| Prepaid expenses and other current assets | | | [removed: 2,005] [added: 2,144] | | | [removed: 1,854] [added: 2,005] | | |

| Total current assets | | | [removed: 23,362] [added: 24,603] | | | [removed: 25,382] [added: 23,362] | | |

| Property, plant and equipment, net | | | [removed: 4,828] [added: 4,796] | | | [removed: 5,000] [added: 4,828] | | |

2026 FORM 10-K 51

2026 FORM 10-K 52

2026 FORM 10-K 53

July 15, 2026

2026 FORM 10-K 54

2026 FORM 10-K 55

2026 FORM 10-K 56

| *(In millions)* | | | 2026 | | | 2025 | | |

| Accrued liabilities | | | 6,092 | | | 5,916 | | |

2026 FORM 10-K 57

| Net income | | | $ | 3,108 | | $ | 3,219 | | $ | 5,700 | |

2026 FORM 10-K 58

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | 117 | | | | | | 117 | | |

| Balance at May 31, 2026 | | | 281 | | | $ | — | | | | | 1,202 | | | $ | 3 | | $ | 15,158 | | $ | (141) | | $ | (155) | | $ | 14,865 | |

2026 FORM 10-K 59

| [Note 18](#i3352cfbb0b3b4c89899805d4ecacc4bf_211) | | | [Severance](#i3352cfbb0b3b4c89899805d4ecacc4bf_211)[, Restructuring](#i3352cfbb0b3b4c89899805d4ecacc4bf_211) [and Other Employee Costs](#i3352cfbb0b3b4c89899805d4ecacc4bf_211) | | | [89](#i3352cfbb0b3b4c89899805d4ecacc4bf_211) | | |

2026 FORM 10-K 60

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year presentation.

These reclassifications did not have a material impact on the previously reported Consolidated Financial Statements.

CHANGES IN LAWS AND REGULATIONS

On February 20, 2026, the U.S. Supreme Court ruled that U.S. tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") on goods imported into the U.S. were unauthorized.

During the fourth quarter of fiscal 2026, the Company deemed recovery of those tariffs to be probable.

Accordingly, the Company recognized a benefit of $986 million in Cost of sales within the Consolidated Statements of Income for the recovery of IEEPA tariffs paid, for which $965 million and $21 million of the benefit was classified within North America and Converse, respectively, largely offsetting the impact of the IEEPA tariffs recognized during fiscal 2026.

As of May 31, 2026, the Company received $302 million and recorded $684 million of outstanding IEEPA tariff receivables reflected within Accounts receivable, net on the Consolidated Balance Sheets.

Subsequent to May 31, 2026, the Company received substantially all of the remaining IEEPA tariff receivable.

2026 FORM 10-K 61

2026 FORM 10-K 62

2026 FORM 10-K 63

2026 FORM 10-K 64

2026 FORM 10-K 65

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities.

2026 FORM 10-K 66

| *(Dollars in millions)* | | | 2026 | | | 2025 | | |

2026 FORM 10-K 67

| | | | MAY 31, 2026 | | | | | | | | |

| Cash | | | $ | 1,719 | | $ | 1,719 | | $ | — | |

| U.S. Treasury securities | | | 769 | | | 2 | | | 767 | | |

| Total Level 2 | | | 6,539 | | | 5,842 | | | 697 | | |

| TOTAL | | | $ | 9,027 | | $ | 7,563 | | $ | 1,464 | |

2025 FORM 10-K 52

2025 FORM 10-K 53

2025 FORM 10-K 54

July 17, 2025

2025 FORM 10-K 55

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

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

2025 FORM 10-K 56

2025 FORM 10-K 57

| Notes payable | | | 5 | | | 6 | | |

| Accrued liabilities | | | 5,911 | | | 5,725 | | |

2025 FORM 10-K 58

| Increase (decrease) in notes payable, net | | | (1) | | | — | | | (4) | | |

| Income taxes | | | 1,226 | | | 1,299 | | | 1,517 | | |

2025 FORM 10-K 59

| Balance at May 31, 2022 | | | 305 | | | $ | — | | | | | 1,266 | | | $ | 3 | | $ | 11,484 | | $ | 318 | | $ | 3,476 | | $ | 15,281 | |

2025 FORM 10-K 60

| [Note 18](#id35d70b241da413a9a66c3df73f52382_211) | | | [Restructuring](#id35d70b241da413a9a66c3df73f52382_211) | | | [88](#id35d70b241da413a9a66c3df73f52382_211) | | |

2025 FORM 10-K 61

2025 FORM 10-K 62

2025 FORM 10-K 63

The allowance for uncollectible accounts receivable was $27 million and $35 million as of May 31, 2025 and 2024, respectively.

2025 FORM 10-K 64

2025 FORM 10-K 65

2025 FORM 10-K 66

Refer to Note 10 — Earnings Per Share for further discussion.

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

2025 FORM 10-K 67

| Endorsement compensation | | | 481 | | | 578 | | |

| Other | | | 1,753 | | | 2,011 | | |

2025 FORM 10-K 68

| | | | MAY 31, 2024 | | | | | | | | |

| Cash | | | $ | 1,222 | | $ | 1,222 | | $ | — | |

| U.S. Treasury securities | | | 1,175 | | | 155 | | | 1,020 | | |

| Total Level 2 | | | 9,185 | | | 8,483 | | | 702 | | |

| TOTAL | | | $ | 11,582 | | $ | 9,860 | | $ | 1,722 | |

2025 FORM 10-K 69

| | | | MAY 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| TOTAL | | | $ | 343 | | $ | 299 | | $ | 44 | | | | | $ | 151 | | $ | 115 | | $ | 36 | |

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: 2025.][added: 2026.]

During the fiscal quarter ended May 31, [removed: 2025,] [added: 2026,] 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).

2026 FORM 10-K 90

2025 FORM 10-K 89

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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025,"] [added: 2026,"] "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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Shareholders and is incorporated herein by reference.

2026 FORM 10-K 91

2025 FORM 10-K 90

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#id35d70b241da413a9a66c3df73f52382_139)] [added: Firm](#i3352cfbb0b3b4c89899805d4ecacc4bf_139)] (PCAOB ID 238) | | | [removed: [54](#id35d70b241da413a9a66c3df73f52382_139)] [added: [53](#i3352cfbb0b3b4c89899805d4ecacc4bf_139)] | | |

| | | | [Consolidated Statements of Income for each of the three years [removed: ended](#id35d70b241da413a9a66c3df73f52382_142)] [added: ended](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] May 31, [removed: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] [added: 2026[,](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] May 31, [removed: 2024,] [added: 2025,] and May 31, [removed: 2023] [added: 2024] | | | [removed: [56](#id35d70b241da413a9a66c3df73f52382_142)] [added: [55](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three years [removed: ended](#id35d70b241da413a9a66c3df73f52382_145)] [added: ended](#i3352cfbb0b3b4c89899805d4ecacc4bf_145)] May 31, [removed: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] [added: 2026[,](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] May 31, [removed: 2024,] [added: 2025,] and May 31, [removed: 2023[](#id35d70b241da413a9a66c3df73f52382_145)] [added: 2024[](#i3352cfbb0b3b4c89899805d4ecacc4bf_145)] | | | [removed: [57](#id35d70b241da413a9a66c3df73f52382_145)] [added: [56](#i3352cfbb0b3b4c89899805d4ecacc4bf_145)] | | |

| | | | [Consolidated Balance Sheets [removed: at](#id35d70b241da413a9a66c3df73f52382_148)] [added: at](#i3352cfbb0b3b4c89899805d4ecacc4bf_148)] May 31, [removed: 2025] [added: 2026] and May 31, [removed: 2024] [added: 2025] | | | [removed: [58](#id35d70b241da413a9a66c3df73f52382_148)] [added: [57](#i3352cfbb0b3b4c89899805d4ecacc4bf_148)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three years [removed: ended](#id35d70b241da413a9a66c3df73f52382_151)] [added: ended](#i3352cfbb0b3b4c89899805d4ecacc4bf_151)] May 31, [removed: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] [added: 2026[,](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] May 31, [removed: 2024,] [added: 2025,] and May 31, [removed: 2023] [added: 2024] | | | [removed: [59](#id35d70b241da413a9a66c3df73f52382_151)] [added: [58](#i3352cfbb0b3b4c89899805d4ecacc4bf_151)] | | |

| | | | [Consolidated Statements of Shareholders' Equity for each of the three years [removed: ended](#id35d70b241da413a9a66c3df73f52382_154)] [added: ended](#i3352cfbb0b3b4c89899805d4ecacc4bf_154)] May 31, [removed: 2025[,](#id35d70b241da413a9a66c3df73f52382_142)] [added: 2026[,](#i3352cfbb0b3b4c89899805d4ecacc4bf_142)] May 31, [removed: 2024,] [added: 2025,] and May 31, [removed: 2023] [added: 2024] | | | [removed: [60](#id35d70b241da413a9a66c3df73f52382_154)] [added: [59](#i3352cfbb0b3b4c89899805d4ecacc4bf_154)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#id35d70b241da413a9a66c3df73f52382_157)] [added: Statements](#i3352cfbb0b3b4c89899805d4ecacc4bf_157)] | | | [removed: [61](#id35d70b241da413a9a66c3df73f52382_157)] [added: [60](#i3352cfbb0b3b4c89899805d4ecacc4bf_157)] | | |

| 3.2 | | | [Sixth Amended [removed: 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] [added: and Restated Bylaws (incorporated] by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K [removed: fil](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)[ed] [added: filed] September [removed: 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)] [added: 20, 2024).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000058/exhibit31-sixthamendedandr.htm)] | | | | | |

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

| 4.7 | | | [Description [removed: of](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit47.htm) [Securities](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit47.htm)[.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit47.htm)] [added: of Securities.](https://www.sec.gov/Archives/edgar/data/320187/000032018725000047/nke-5312025exhibit47.htm)] | | | | | |

| [removed: 10.4] [added: 97] | | | [NIKE, Inc. [removed: Deferred] [added: Policy for Recoupment of Incentive] Compensation [removed: Plan (Amended and Restated effective April 1, 2013)] (incorporated by reference to Exhibit [removed: 10.9] [added: 97] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2013).*](https://www.sec.gov/Archives/edgar/data/320187/000032018713000092/nke-5312013xexhibit109.htm) | | |] [added: 2024).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit97.htm)] | | |

| [removed: 10.5] [added: 10.18] | | | [NIKE, Inc. [removed: Foreign Subsidiary] Employee Stock Purchase [removed: Plan] [added: Plan, as amended] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the 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-113023xexhibit102.htm) | | |] [added: 2023).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)*] | | |

| 10.6 | | | [Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 24, 2008).*](https://www.sec.gov/Archives/edgar/data/320187/000032018708000087/exhibit101.txt) | | | [added: | | |]

| 10.7 | | | [Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers (other than [removed: 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)] [added: Mark Parker](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) [and](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm) [Elliott Hill](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)[)] (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: 10.10] [added: 10.11] | | | [removed: [Offer Letter] [added: [Letter Agreement] between NIKE, Inc. and [removed: John J. Donahoe II] [added: Mark G. Parker] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.6] to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex101.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex106.htm)] | | |

| [removed: 10.11] [added: 10.10] | | | [Form of [removed: Covenant Not to Compete and Non-Disclosure] [added: Performance-Based Stock Option] Agreement [removed: between NIKE, Inc. and John J. Donahoe II] (incorporated by reference to Exhibit [removed: 10.3] [added: 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/nkeex103.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)*] | | |

| [removed: 10.12] [added: 10.16] | | | [removed: [Form] [added: Form] of [removed: Performance-Based] [added: [Performance-Based Restricted] Stock [removed: Option] [added: Unit] Agreement [added: under the NIKE, Inc. Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company's Current Report on Form 8-K filed [removed: October 22, 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)*] [added: on June 17, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] | | |

| [removed: 10.13] [added: 10.27] | | | [Letter [removed: Agreement] [added: Agreement, dated June 17, 2026, by and] between NIKE, Inc. and [removed: Mark G. Parker] [added: Matthew Friend] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed [removed: October 22, 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex106.htm)] [added: on June 23, 2026).*](https://www.sec.gov/Archives/edgar/data/320187/000032018726000070/nike-mftransitionletter_fi.htm)] | | |

| [removed: 10.14] [added: 10.12] | | | [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: 10.15] [added: 10.13] | | | [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: 10.16] [added: 10.14] | | | [Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm) | | |

| [removed: 10.17] [added: 10.15] | | | [NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) | | |

| [removed: 10.18] [added: 10.24] | | | [removed: Form of [Performance-Based Restricted Stock Unit Agreement under the NIKE,] [added: [NIKE,] Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed [removed: on June 17, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] [added: September 11, 2025).*](https://www.sec.gov/Archives/edgar/data/320187/000032018725000060/nikeincstockincentiveplan.htm)] | | |

| [removed: 10.19] [added: 10.17] | | | [Five Year Credit Agreement dated as of 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 10.2 to the Company's Current Report on Form 8-K filed on March 10, 2025).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000008/nikefiveyearcreditagreemen.htm) | | |

| [removed: 10.20] [added: 10.22] | | | [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 to Exhibit 10.1 to the 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)*] [added: 2024).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000004/nke-113024xexhibit101.htm)*] | | |

| [removed: 10.21] [added: 10.26] | | | [364-Day Credit Agreement dated as of March [removed: 7, 2025,] [added: 6, 2026,] 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 on March [removed: 10, 2025).](https://www.sec.gov/Archives/edgar/data/320187/000032018725000008/nike-364xdaycreditagreemen.htm)] [added: 9, 2026).](https://www.sec.gov/Archives/edgar/data/320187/000032018726000020/a364-daycreditagreementxni.htm)] | | |

| [removed: 10.22] [added: 10.19] | | | [Form of Stock Option Agreement under the NIKE, Inc. Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 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)] [added: 2024).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)] | | |

| [removed: 10.23] [added: 10.20] | | | [Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive [removed: 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] [added: Plan (incorporated] by [removed: referen](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[ce] [added: reference] to Exhibit 10.27 to the Company's [removed: Annu](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[al] [added: Annual] Report on Form 10-K for the fiscal year ended May 31, [removed: 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)] [added: 2024).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)] | | |