filings.toolsNIKE 10-Q 2024-02-29
Filed 2024-04-04. 8 sections, 206K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission File No. 1-10635
NIKE, Inc.
(Exact name of Registrant as specified in its charter)
| Oregon | 93-0584541 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices and zip code)
(503) 671-6453
(Registrant's telephone number, including area code)
| SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: | |||||||||||
| Class B Common Stock | NKE | New York Stock Exchange | |||||||||
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
| Indicate by check mark: | YES | NO | ||||||||||||||||||||||||||||||||||||
| • | whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | þ | ☐ | |||||||||||||||||||||||||||||||||||
| • | whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | þ | ☐ | |||||||||||||||||||||||||||||||||||
| • | whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||||||||||||||||
| Large accelerated filer | þ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||||||||||||||||
| • | if an emerging growth company, if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||||||||||||||||||||||||||||
| • | whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | ☐ | þ |
| As of March 29, 2024, the number of shares of the Registrant's Common Stock outstanding were: | |||||
| Class A | 297,897,252 | ||||
| Class B | 1,211,461,555 | ||||
| 1,509,358,807 |
NIKE, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
| (In millions, except per share data) | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | |||||||||||||
| Revenues | $ | 12,429 | $ | 12,390 | $ | 38,756 | $ | 38,392 | |||||||||
| Cost of sales | 6,867 | 7,019 | 21,503 | 21,695 | |||||||||||||
| Gross profit | 5,562 | 5,371 | 17,253 | 16,697 | |||||||||||||
| Demand creation expense | 1,011 | 923 | 3,194 | 2,968 | |||||||||||||
| Operating overhead expense | 3,215 | 3,036 | 9,294 | 9,035 | |||||||||||||
| Total selling and administrative expense | 4,226 | 3,959 | 12,488 | 12,003 | |||||||||||||
| Interest expense (income), net | (52) | (7) | (108) | 22 | |||||||||||||
| Other (income) expense, net | (16) | (58) | (101) | (283) | |||||||||||||
| Income before income taxes | 1,404 | 1,477 | 4,974 | 4,955 | |||||||||||||
| Income tax expense | 232 | 237 | 774 | 916 | |||||||||||||
| NET INCOME | $ | 1,172 | $ | 1,240 | $ | 4,200 | $ | 4,039 | |||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | 0.77 | $ | 0.80 | $ | 2.76 | $ | 2.59 | |||||||||
| Diluted | $ | 0.77 | $ | 0.79 | $ | 2.74 | $ | 2.57 | |||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | 1,513.2 | 1,543.8 | 1,520.8 | 1,556.7 | |||||||||||||
| Diluted | 1,526.5 | 1,564.8 | 1,534.0 | 1,574.4 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
| (Dollars in millions) | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | |||||||||||||
| Net income | $ | 1,172 | $ | 1,240 | $ | 4,200 | $ | 4,039 | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Change in net foreign currency translation adjustment | (57) | 153 | 18 | 281 | |||||||||||||
| Change in net gains (losses) on cash flow hedges | 50 | (433) | (139) | (279) | |||||||||||||
| Change in net gains (losses) on other | 11 | 23 | 15 | (18) | |||||||||||||
| Total other comprehensive income (loss), net of tax | 4 | (257) | (106) | (16) | |||||||||||||
| TOTAL COMPREHENSIVE INCOME | $ | 1,176 | $ | 983 | $ | 4,094 | $ | 4,023 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| FEBRUARY 29, | MAY 31, | ||||||||||
| (In millions) | 2024 | 2023 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 8,960 | $ | 7,441 | |||||||
| Short-term investments | 1,613 | 3,234 | |||||||||
| Accounts receivable, net | 4,526 | 4,131 | |||||||||
| Inventories | 7,726 | 8,454 | |||||||||
| Prepaid expenses and other current assets | 1,928 | 1,942 | |||||||||
| Total current assets | 24,753 | 25,202 | |||||||||
| Property, plant and equipment, net | 5,082 | 5,081 | |||||||||
| Operating lease right-of-use assets, net | 2,856 | 2,923 | |||||||||
| Identifiable intangible assets, net | 259 | 274 | |||||||||
| Goodwill | 240 | 281 | |||||||||
| Deferred income taxes and other assets | 4,166 | 3,770 | |||||||||
| TOTAL ASSETS | $ | 37,356 | $ | 37,531 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | — | $ | — | |||||||
| Notes payable | 6 | 6 | |||||||||
| Accounts payable | 2,340 | 2,862 | |||||||||
| Current portion of operating lease liabilities | 474 | 425 | |||||||||
| Accrued liabilities | 5,818 | 5,723 | |||||||||
| Income taxes payable | 391 | 240 | |||||||||
| Total current liabilities | 9,029 | 9,256 | |||||||||
| Long-term debt | 8,930 | 8,927 | |||||||||
| Operating lease liabilities | 2,691 | 2,786 | |||||||||
| Deferred income taxes and other liabilities | 2,480 | 2,558 | |||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Redeemable preferred stock | — | — | |||||||||
| Shareholders' equity: | |||||||||||
| Common stock at stated value: | |||||||||||
| Class A convertible — 298 and 305 shares outstanding | — | — | |||||||||
| Class B — 1,213 and 1,227 shares outstanding | 3 | 3 | |||||||||
| Capital in excess of stated value | 13,128 | 12,412 | |||||||||
| Accumulated other comprehensive income (loss) | 125 | 231 | |||||||||
| Retained earnings | 970 | 1,358 | |||||||||
| Total shareholders' equity | 14,226 | 14,004 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 37,356 | $ | 37,531 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| NINE MONTHS ENDED | ||||||||
| (Dollars in millions) | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | ||||||
| Cash provided (used) by operations: | ||||||||
| Net income | $ | 4,200 | $ | 4,039 | ||||
| Adjustments to reconcile net income to net cash provided (used) by operations: | ||||||||
| Depreciation | 589 | 516 | ||||||
| Deferred income taxes | (281) | (216) | ||||||
| Stock-based compensation | 618 | 556 | ||||||
| Amortization, impairment and other | 51 | 107 | ||||||
| Net foreign currency adjustments | (81) | (197) | ||||||
| Changes in certain working capital components and other assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | (429) | 109 | ||||||
| (Increase) decrease in inventories | 698 | (527) | ||||||
| (Increase) decrea |
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
NIKE designs, develops, markets and sells athletic footwear, apparel, equipment, accessories and services worldwide. We are the largest seller of athletic footwear and apparel in the world. We sell our products through NIKE Direct operations, which is comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), to wholesale accounts and to a mix of independent distributors, licensees and sales representatives in nearly all countries around the world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories businesses. Our strategy is to achieve long-term revenue growth by creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.
The Consumer Direct Acceleration strategy, which launched in July 2020, has driven revenue growth and millions of new connections with our consumers, and shifted the mix of our business toward our owned stores and digital platforms. To holistically serve all of our consumers across the marketplace, we expect to continue to invest in our NIKE Direct operations while also increasing investment to elevate and differentiate our brand experience within our wholesale partners. In addition, our product creation and marketing organizations are aligned to a consumer construct focused on sports dimensions through Men's, Women's and Kids', which allows us to better serve consumer needs. We also remain focused on accelerating our pace of innovation and maximizing the impact of our storytelling.
We continue to invest in a global Enterprise Resource Planning Platform, data and analytics, demand sensing, insight gathering and other areas to create an end-to-end technology foundation. We believe this approach will accelerate growth and unlock more efficiency for our business, while driving speed and responsiveness as we serve consumers globally across the marketplace.
QUARTERLY FINANCIAL HIGHLIGHTS
-
NIKE, Inc. Revenues for the third quarter of fiscal 2024 were $12.43 billion compared to $12.39 billion for the third quarter of fiscal 2023
-
NIKE Direct revenues were $5.4 billion for the third quarter of fiscal 2024 compared to $5.3 billion for the third quarter of fiscal 2023, and represented approximately 45% of total NIKE Brand revenues
-
Gross margin for the third quarter of fiscal 2024 increased 150 basis points to 44.8%, primarily driven by strategic pricing actions and lower ocean freight rates and logistics costs, partially offset by higher product input costs and restructuring charges
-
Inventories as of February 29, 2024, were $7.7 billion, a decrease of 9% compared to May 31, 2023, primarily driven by a decrease in units
-
We returned approximately $1.4 billion to our shareholders in the third quarter of fiscal 2024 through share repurchases and dividends
ECONOMIC CONDITIONS AND MARKET DYNAMICS
-
Consumer Spending:** During the third quarter of fiscal 2024, consumers continued to spend more cautiously and promotional activity remained high across our industry. In this environment, we continue to experience lower digital traffic and moderation in our revenue growth. We will continue to monitor macroeconomic conditions, including the potential impacts of inflation and higher interest rates on consumer behavior.
-
Cost Inflationary Pressures:** Inflationary pressures, including higher product input costs, continued to negatively impact our gross margin. These negative impacts on gross margin were more than offset by strategic pricing actions we have taken through the third quarter of fiscal 2024, as well as improvements in ocean freight rates and logistics costs we started to realize at the beginning of the second quarter of fiscal 2024.
-
Supply Chain Conditions:** During the first nine months of fiscal 2024 and as of February 29, 2024, our inventory levels were healthy and reflected our proactive actions taken to manage our inventory supply. In addition, we continued to experience normalized inventory transit times and flow of seasonal product.
-
Foreign Currency Impacts:** As a global company with significant operations outside the United States, we are exposed to risk arising from changes in foreign currency exchange rates. For additional information, refer to "Foreign Currency Exposures and Hedging Practices".
The operating environment could remain volatile in the fourth quarter of fiscal 2024, and the risk exists that the worsening of macroeconomic conditions could have a material adverse impact on our revenue growth as well as overall profitability. We continue to be confident in our brand strength and deep consumer connections. We will also continue to focus on driving gross margin expansion and disciplined cost control while managing the health of our most iconic franchises.
RECENT DEVELOPMENTS
In December 2023, we announced an enterprise initiative designed to accelerate our future growth. As part of this initiative, we are taking steps to streamline the organization. These changes will result in a net reduction of our global workforce. We expect a majority of the future annual wage savings from these actions will be reinvested in consumer facing activities to drive greater impact for our consumers, sports dimensions and the total marketplace.
As of February 29, 2024, we expect to recognize pre-tax charges of approximately $450 million, primarily associated with employee severance costs and accelerated stock-based compensation expense, the majority of which will be recognized by the end of fiscal 2024. The related cash payments are expected to take place through the first half of fiscal 2025. The expected pre-tax charges are estimates and subject to a number of assumptions. Actual results may differ from current estimates.
During the third quarter of fiscal 2024, we incurred pre-tax charges of $403 million, primarily associated with employee severance costs and accelerated stock-based compensation expense. For more information, refer to Note 14 — Restructuring within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
RESULTS OF OPERATIONS
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
| (Dollars in millions, except per share data) | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | % CHANGE | FEBRUARY 29, 2024 | FEBRUARY 28, 2023 | % CHANGE | |||||||||||||||||
| Revenues | $ | 12,429 | $ | 12,390 | 0 | % | $ | 38,756 | $ | 38,392 | 1 | % | |||||||||||
| Cost of sales | 6,867 | 7,019 | -2 | % | 21,503 | 21,695 | -1 | % | |||||||||||||||
| Gross profit | 5,562 | 5,371 | 4 | % | 17,253 | 16,697 | 3 | % | |||||||||||||||
| Gross margin | 44.8 | % | 43.3 | % | 44.5 | % | 43.5 | % | |||||||||||||||
| Demand creation expense | 1,011 | 923 | 10 | % | 3,194 | 2,968 | 8 | % | |||||||||||||||
| Operating overhead expense | 3,215 | 3,036 | 6 | % | 9,294 | 9,035 | 3 | % | |||||||||||||||
| Total selling and administrative expense | 4,226 | 3,959 | 7 | % | 12,488 | 12,003 | 4 | % | |||||||||||||||
| % of revenues | 34.0 | % | 32.0 | % | 32.2 | % | 31.3 | % | |||||||||||||||
| Interest expense (income), net | (52) | (7) | — | (108) | 22 |
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information previously reported under Part II, Item 7A within our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.
Item 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. 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 February 29, 2024.
We are continuing several transformation initiatives to centralize and simplify our business processes and systems. These are long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and further integration of related processes. We will continue to monitor our internal control over financial reporting for effectiveness throughout these transformation initiatives.
There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ANALYST REPORTS
Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to NIKE's business plans, objectives and expected operating or financial results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result" or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. 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 the enterprise initiative, including the risk that NIKE is not able to identify opportunities to deliver anticipated cost savings, risks related to the preliminary nature of the estimate of the charges to be incurred in connection with the enterprise initiative, which is subject to change as NIKE refines the estimate over time, risks related to any delays in the timing for implementing the initiative or potential disruptions to NIKE's business or operations as it executes on the initiative, and other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; demographic changes; changes in consumer preferences; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for NIKE products and the various market factors described above; international, national and local political, civil, economic and market conditions, including high, and increases in, inflation and interest rates; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; new product development and introduction; 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; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor and immigration regulations or policies; changes in government regulations; the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; and other factors referenced or incorporated by reference in this report and other reports.
Investors should also be aware that while NIKE does, from time to time, communicate with securities analysts, it is against NIKE's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that NIKE agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, NIKE has a policy against confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of NIKE.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 12 — Contingencies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements, which is incorporated by reference herein.
Item 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of February 29, 2024, the Company had repurchased 73.8 million shares at an average price of $108.46 per share for a total approximate cost of $8.0 billion under the program.
All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the Company repurchases shares. The following table presents a summary of share repurchases made during the quarter ended February 29, 2024:
| PERIOD | TOTAL NUMBER OF SHARES PURCHASED | AVERAGE PRICE PAID PER SHARE | APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLAN OR PROGRAM (IN MILLIONS) | ||||||||||||||
| December 1 - December 31, 2023 | 3,355,605 | $ | 116.52 | $ | 10,468 | ||||||||||||
| January 1 - January 31, 2024 | 3,119,852 | $ | 103.78 | $ | 10,144 | ||||||||||||
| February 1 - February 29, 2024 | 1,446,976 | $ | 104.31 | $ | 9,993 | ||||||||||||
| 7,922,433 | $ | 109.28 |
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended February 29, 2024, 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), except as follows:
On December 28, 2023, Heidi O'Neill, President, Consumer, Product & Brand, adopted a Rule 10b5-1 trading arrangement for the sale of up to 138,530 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is December 26, 2025.
On February 7, 2024, Johanna Nielsen, Vice President, Corporate Controller, adopted a Rule 10b5-1 trading arrangement for the sale of up to 468 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is May 12, 2025.
On February 14, 2024, Matthew Friend, Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 49,389 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is May 15, 2025.
Item 6. EXHIBITS
† Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NIKE, INC. an Oregon Corporation | ||||||||
| By: | /s/ MATTHEW FRIEND Matthew Friend Chief Financial Officer and Authorized Officer | |||||||
| Date: | April 4, 2024 |