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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 NOVEMBER 30, 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

nikelogoorange.jpg

NIKE, Inc.

(Exact name of Registrant as specified in its charter)

Oregon93-0584541
(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 StockNKENew York Stock Exchange
(Title of each class)(Trading symbol)(Name of each exchange on which registered)
Indicate by check mark:YesNo
•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 filerþAccelerated 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 December 27, 2024, the number of shares of the Registrant's Common Stock outstanding were:
Class A297,887,752
Class B1,181,239,135
1,479,126,887

NIKE, INC.

FORM 10-Q

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION1
ITEM 1.Financial Statements1
Unaudited Condensed Consolidated Statements of Income1
Unaudited Condensed Consolidated Statements of Comprehensive Income2
Unaudited Condensed Consolidated Balance Sheets3
Unaudited Condensed Consolidated Statements of Cash Flows4
Unaudited Condensed Consolidated Statements of Shareholders' Equity5
Notes to the Unaudited Condensed Consolidated Financial Statements7
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations22
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk40
ITEM 4.Controls and Procedures40
PART II - OTHER INFORMATION42
ITEM 1.Legal Proceedings42
ITEM 1A.Risk Factors42
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds43
ITEM 5.Other Information44
ITEM 6.Exhibits45
Signatures46

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS