NIKE, Inc. - Quarter Report: 2025 August (Form 10-Q)

Total derivatives not designated as hedging instruments TOTAL DERIVATIVE ASSETS$ $ DERIVATIVE LIABILITIESBALANCE SHEET LOCATIONAUGUST 31,MAY 31,

(Dollars in millions)

20252025Derivatives formally designated as hedging instruments:Foreign exchange forwards and optionsAccrued liabilities$ $ Foreign exchange forwards and optionsDeferred income taxes and other liabilities

Interest rate swaps

Deferred income taxes and other liabilities

Total derivatives formally designated as hedging instruments Derivatives not designated as hedging instruments:Foreign exchange forwards and optionsAccrued liabilities Total derivatives not designated as hedging instruments TOTAL DERIVATIVE LIABILITIES$ $

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$()Revenues$()$()Foreign exchange forwards and options()()Cost of sales

CONSOLIDATED OPERATING RESULTS

REVENUES


(Dollars in millions)	2025		2024		% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES(1)
NIKE, Inc. Revenues:
NIKE Brand Revenues by:
Footwear	$	7,410	$	7,462	-1	%	-2	%
Apparel	3,313		3,032		9	%	7	%
Equipment	630		603		4	%	3	%
Global Brand Divisions(2)	9		14		-36	%	-39	%
TOTAL NIKE BRAND REVENUES	11,362		11,111		2	%	0	%
Converse	366		501		-27	%	-28	%
Corporate(3)	(8)		(23)		—		—
TOTAL NIKE, INC. REVENUES	$	11,720	$	11,589	1	%	-1	%
Supplemental NIKE Brand Revenues Details:
NIKE Brand Revenues by:
Sales to Wholesale Customers	$	6,839	$	6,410	7	%	5	%
Sales through NIKE Direct	4,514		4,687		-4	%	-5	%
Global Brand Divisions(2)	9		14		-36	%	-39	%
TOTAL NIKE BRAND REVENUES	$	11,362	$	11,111	2	%	0	%

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

Our effective tax rate was 21.1% for the first quarter of fiscal 2026, compared to 19.6% for the first quarter of fiscal 2025, primarily due to decreased benefits from stock-based compensation.

For additional information, refer to Note 4 — Income Taxes within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

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SEGMENT INFORMATION

See Note 10 — Segment Information in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for a description of our segments and related information.

The breakdown of Revenues is as follows:


(Dollars in millions)	2025		2024		% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES(1)
North America	$	5,020	$	4,826	4	%	4	%
Europe, Middle East & Africa	3,331		3,143		6	%	1	%
Greater China	1,512		1,666		-9	%	-10	%
Asia Pacific & Latin America	1,490		1,462		2	%	1	%
Global Brand Divisions(2)	9		14		-36	%	-39	%
TOTAL NIKE BRAND	11,362		11,111		2	%	0	%
Converse	366		501		-27	%	-28	%
Corporate(3)	(8)		(23)		—		—
TOTAL NIKE, INC. REVENUES	$	11,720	$	11,589	1	%	-1	%

(1)Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT margin represent non-GAAP financial measures. For additional information, see "Use of Non-GAAP Financial Measures".

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NORTH AMERICA


(Dollars in millions)	2025			2024			% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear	$	3,219		$	3,212		0	%	0	%
Apparel	1,474			1,331			11	%	11	%
Equipment	327			283			16	%	16	%
TOTAL REVENUES	$	5,020		$	4,826		4	%	4	%
Revenues by:
Sales to Wholesale Customers	$	2,736		$	2,475		11	%	11	%
Sales through NIKE Direct	2,284			2,351			-3	%	-3	%
TOTAL REVENUES	$	5,020		$	4,826		4	%	4	%
Cost of Sales	2,897			2,627			10	%
Gross profit	2,123			2,199			-3	%
Gross margin	42.3		%	45.6		%	-330 bps
Demand creation expense	442			452			-2	%
Operating overhead expense	547			529			3	%
Total selling and administrative expense	989			981			1	%
Other segment items	—			2			—
EARNINGS BEFORE INTEREST AND TAXES	$	1,134		$	1,216		-7	%

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

•North America revenues increased 4% on a currency-neutral basis. Wholesale revenues increased 11%, in part due to shipment timing in the prior year as well as expanded distribution in the current year. NIKE Direct revenues decreased 3% due to declines in digital sales of 10% while store sales were flat. Comparable store sales were flat.

•Footwear revenues were flat on a currency-neutral basis. Unit sales of footwear increased 5%, while lower ASP per pair reduced footwear revenues by approximately 5 percentage points. Lower ASP per pair was primarily due to channel mix and higher discounts.

•Apparel revenues increased 11% on a currency-neutral basis. Unit sales of apparel increased 16%, while lower ASP per unit reduced apparel revenues by approximately 5 percentage points. Lower ASP per unit was primarily due to channel mix and higher discounts.

Reported EBIT decreased 7% reflecting higher revenues and the following:

•Gross margin contraction of 330 basis points, primarily due to new tariffs and lower ASP, partially offset by lower warehousing and logistics costs. Lower ASP primarily reflects channel mix, higher discounts and product mix. Overall product costs were flat as higher tariffs were offset primarily by product mix.

•Demand creation expense decreased 2% due to lower brand marketing expense, primarily due to higher investment in key sports events in the prior year, partially offset by higher sports marketing expense in the current year.

•Operating overhead expense increased 3% due to higher wage-related expense, partially offset by lower other administrative costs.

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EUROPE, MIDDLE EAST & AFRICA


(Dollars in millions)	2025			2024			% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear	$	2,021		$	1,952		4	%	-2	%
Apparel	1,106			993			11	%	6	%
Equipment	204			198			3	%	-2	%
TOTAL REVENUES	$	3,331		$	3,143		6	%	1	%
Revenues by:
Sales to Wholesale Customers	$	2,261		$	2,074		9	%	4	%
Sales through NIKE Direct	1,070			1,069			0	%	-6	%
TOTAL REVENUES	$	3,331		$	3,143		6	%	1	%
Cost of Sales	1,900			1,695			12	%
Gross profit	1,431			1,448			-1	%
Gross margin	43.0		%	46.1		%	-310 bps
Demand creation expense	313			290			8	%
Operating overhead expense	382			366			4	%
Total selling and administrative expense	695			656			6	%
Other segment items	1			—			—
EARNINGS BEFORE INTEREST AND TAXES	$	735		$	792		-7	%

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

•EMEA revenues increased 1% on a currency-neutral basis. Wholesale revenues increased 4%. NIKE Direct revenues decreased 6% due to declines in digital sales of 13%, partially offset by an increase in store sales of 1%. Comparable store sales increased 4%.

•Footwear revenues decreased 2% on a currency-neutral basis. Unit sales of footwear increased 4%, while lower ASP per pair reduced footwear revenues by approximately 6 percentage points. Lower ASP per pair was primarily due to higher discounts and channel mix.

•Apparel revenues increased 6% on a currency-neutral basis. Unit sales of apparel increased 8%, while lower ASP per unit reduced apparel revenues by approximately 2 percentage points. Lower ASP per unit was primarily due to higher discounts, partially offset by product mix.

Reported EBIT decreased 7% reflecting higher revenues and the following:

•Gross margin contraction of 310 basis points, primarily due to higher product costs and lower ASP, partially offset by lower warehousing and logistics costs. Lower ASP primarily reflects higher discounts.

•Demand creation expense increased 8% due to higher sports marketing expense and unfavorable changes in foreign currency exchange rates, partially offset by lower brand marketing expense, primarily due to higher investment in key sports events in the prior year.

•Operating overhead expense increased 4% due to unfavorable changes in foreign currency exchange rates and higher wage-related expense, partially offset by lower other administrative costs.

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GREATER CHINA


(Dollars in millions)	2025			2024			% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear	$	1,109		$	1,246		-11	%	-12	%
Apparel	362			360			1	%	0	%
Equipment	41			60			-32	%	-33	%
TOTAL REVENUES	$	1,512		$	1,666		-9	%	-10	%
Revenues by:
Sales to Wholesale Customers	$	893		$	971		-8	%	-9	%
Sales through NIKE Direct	619			695			-11	%	-12	%
TOTAL REVENUES	$	1,512		$	1,666		-9	%	-10	%
Cost of Sales	798			855			-7	%
Gross profit	714			811			-12	%
Gross margin	47.2		%	48.7		%	-150 bps
Demand creation expense	99			114			-13	%
Operating overhead expense	238			240			-1	%
Total selling and administrative expense	337			354			-5	%
Other segment items	—			(45)			—
EARNINGS BEFORE INTEREST AND TAXES	$	377		$	502		-25	%

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

•Greater China revenues decreased 10% on a currency-neutral basis. Wholesale revenues decreased 9%. NIKE Direct revenues decreased 12% due to declines in digital sales of 27% and declines in store sales of 4%. Comparable store sales decreased 5%.

•Footwear revenues decreased 12% on a currency-neutral basis. Unit sales of footwear decreased 11%, while lower ASP per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to higher discounts and channel mix.

•Apparel revenues were flat on a currency-neutral basis. Unit sales of apparel decreased 2%, while higher ASP per unit increased apparel revenues by approximately 2 percentage points. Higher ASP per unit was primarily due to product mix, partially offset by higher discounts.

Reported EBIT decreased 25% reflecting lower revenues and the following:

•Gross margin contraction of 150 basis points, primarily due to higher product costs, driven by product mix.

•Demand creation expense decreased 13%, primarily due to lower brand marketing expense, driven by higher investment in key sports events in the prior year.

•Operating overhead expense decreased 1%, primarily due to lower other administrative costs, partially offset by higher wage-related expense.

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ASIA PACIFIC & LATIN AMERICA


(Dollars in millions)	2025			2024			% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear	$	1,061		$	1,052		1	%	0	%
Apparel	371			348			7	%	5	%
Equipment	58			62			-6	%	-7	%
TOTAL REVENUES	$	1,490		$	1,462		2	%	1	%
Revenues by:
Sales to Wholesale Customers	$	949		$	890		7	%	6	%
Sales through NIKE Direct	541			572			-5	%	-6	%
TOTAL REVENUES	$	1,490		$	1,462		2	%	1	%
Cost of Sales	838			782			7	%
Gross profit	652			680			-4	%
Gross margin	43.8		%	46.5		%	-270 bps
Demand creation expense	97			90			8	%
Operating overhead expense	208			188			11	%
Total selling and administrative expense	305			278			10	%
Other segment items	(3)			—			—
EARNINGS BEFORE INTEREST AND TAXES	$	350		$	402		-13	%

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

•APLA revenues increased 1% on a currency-neutral basis primarily due to higher revenues in Central & South America and Pacific, partially offset by lower revenues in Southeast Asia & India and Korea. Wholesale revenues increased 6%. NIKE Direct revenues decreased 6% due to declines in digital sales of 8% and declines in store sales of 5%. Comparable store sales decreased 8%.

•Apparel revenues increased 5% on a currency-neutral basis. Unit sales of apparel increased 10%, while lower ASP per unit reduced apparel revenues by approximately 5 percentage points. Lower ASP per unit was primarily due to higher discounts and channel mix.

Reported EBIT decreased 13% reflecting higher revenues and the following:

•Gross margin contraction of approximately 270 basis points, primarily due to lower ASP and unfavorable changes in standard foreign currency exchange rates. Lower ASP primarily reflects product mix, higher discounts and channel mix.

•Demand creation expense increased 8%, primarily due to higher sports marketing expense.

•Operating overhead expense increased 11%, primarily due to higher wage-related expense and higher other administrative costs.

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GLOBAL BRAND DIVISIONS


(Dollars in millions)	2025		2024		% CHANGE
Revenues	$	9	$	14	-36	%
Cost of Sales	168		153		10	%
Gross profit	(159)		(139)		-14	%
Demand creation expense	203		242		-16	%
Operating overhead expense	831		846		-2	%
Total selling and administrative expense	1,034		1,088		-5	%
Other segment items	(1)		—		—
EARNINGS (LOSS) BEFORE INTEREST AND TAXES	$	(1,192)	$	(1,227)	3	%

Global Brand Divisions primarily represents costs, including product creation and design expenses, that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

Global Brand Divisions' loss before interest and taxes decreased 3%, primarily due to lower Demand creation expense and lower Operating overhead expense. Demand creation expense decreased 16%, primarily due to lower brand marketing expense, driven by higher investment in key sports events in the prior year. Operating overhead expense decreased 2%, primarily due to lower other administrative costs, partially offset by higher wage-related expense.

CONVERSE


(Dollars in millions)	2025			2024			% CHANGE		% CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear	$	321		$	436		-26	%	-28	%
Apparel	11			17			-35	%	-35	%
Equipment	8			12			-33	%	-34	%
Other(1)	26			36			-28	%	-28	%
TOTAL REVENUES	$	366		$	501		-27	%	-28	%
Revenues by:
Sales to Wholesale Customers	$	195		$	275		-29	%	-31	%
Sales through Direct to Consumer	145			190			-24	%	-25	%
Other(1)	26			36			-28	%	-28	%
TOTAL REVENUES	$	366		$	501		-27	%	-28	%
Cost of Sales	193			233			-17	%
Gross profit	173			268			-35	%
Gross margin	47.3		%	53.5		%	-620 bps
Demand creation expense	33			35			-6	%
Operating overhead expense	102			113			-10	%
Total selling and administrative expense	135			148			-9	%
Other segment items	(1)			(1)			—
EARNINGS BEFORE INTEREST AND TAXES	$	39		$	121		-68	%

Corporate primarily consists of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to our corporate headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses.

Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through our central foreign exchange risk management program.

In addition to the foreign currency gains and losses recognized within Corporate revenues, foreign currency results in Corporate include gains and losses resulting from the difference between actual foreign currency exchange rates and standard rates used to record non-functional currency denominated product purchases within the NIKE Brand geographic operating segments and Converse; related foreign currency hedge results; conversion gains and losses arising from remeasurement of monetary assets and liabilities in non-functional currencies; and certain other foreign currency derivative instruments.

FIRST QUARTER OF FISCAL 2026 COMPARED TO FIRST QUARTER OF FISCAL 2025

Corporate's loss before interest and taxes decreased $3 million, primarily due to the following:

•a favorable change of $20 million in Operating overhead expense primarily related to lower other administrative costs, partially offset by higher wage-related expense;

•a favorable change in net foreign currency gains and losses of $17 million related to the difference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse, net of hedge gains and losses; these results are reported as a component of consolidated Gross profit; and

•an unfavorable change of $37 million related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, reported as a component of consolidated Other (income) expense, net.

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FOREIGN CURRENCY EXPOSURES AND HEDGING PRACTICES

OVERVIEW

As a global company with significant operations outside the United States, in the normal course of business we are exposed to risk arising from changes in currency exchange rates. Our primary foreign currency exposures arise from the recording of transactions denominated in non-functional currencies and the translation of foreign currency denominated results of operations, financial position and cash flows into U.S. Dollars.

Our foreign exchange risk management program is intended to lessen both the positive and negative effects of currency fluctuations on our consolidated results of operations, financial position and cash flows. We manage global foreign exchange risk centrally on a portfolio basis to address those risks material to NIKE, Inc. Our hedging policy is designed to partially or entirely offset the impact of exchange rate changes on the underlying net exposures being hedged. Where exposures are hedged, our program has the effect of delaying the impact of exchange rate movements on our Unaudited Condensed Consolidated Financial Statements; the length of the delay is dependent upon hedge horizons. We do not hold or issue derivative instruments for trading or speculative purposes. As of and for the three months ended August 31, 2025, there have been no material changes to our hedging program or strategy from what was disclosed within our Annual Report.

Refer to Note 3 — Fair Value Measurements and Note 7 — Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end. For additional information about our Foreign Currency Exposures and Hedging Practices, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report.

TRANSACTIONAL EXPOSURES

We conduct business in various currencies and have transactions which subject us to foreign currency risk. Our most significant transactional foreign currency exposures are:

•Product Costs — Product purchases denominated in currencies other than the functional currency of the transacting entity and factory input costs from the foreign currency adjustments program with certain factories.

•Non-Functional Currency Denominated External Sales — A portion of our NIKE Brand and Converse revenues associated with European operations are earned in currencies other than the Euro (e.g., the British Pound) but are recognized at a subsidiary that uses the Euro as its functional currency. These sales generate a foreign currency exposure.

•Other Costs — Non-functional currency denominated costs, such as endorsement contracts, also generate foreign currency risk, though to a lesser extent.

•Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various monetary assets and liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies other than their functional currencies. These balance sheet items are subject to remeasurement which may create fluctuations in Other (income) expense, net within our Unaudited Condensed Consolidated Statements of Income.

MANAGING TRANSACTIONAL EXPOSURES

Transactional exposures are managed on a portfolio basis within our foreign currency risk management program. We manage these exposures by taking advantage of natural offsets and currency correlations that exist within the portfolio and may also elect to use currency forward and option contracts to hedge the remaining effect of exchange rate fluctuations on probable forecasted future cash flows, including certain product cost exposures, non-functional currency denominated external sales and other costs described above. Generally, these are accounted for as cash flow hedges.

Certain currency forward contracts used to manage the foreign exchange exposure of non-functional currency denominated monetary assets and liabilities subject to remeasurement are not formally designated as hedging instruments. Accordingly, changes in fair value of these instruments are recognized within Other (income) expense, net within our Unaudited Condensed Consolidated Statements of Income and are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged.

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TRANSLATIONAL EXPOSURES

Many of our foreign subsidiaries operate in functional currencies other than the U.S. Dollar. Fluctuations in currency exchange rates create volatility in our reported results as we are required to translate the balance sheets, operational results and cash flows of these subsidiaries into U.S. Dollars for consolidated reporting. The translation of foreign subsidiaries' non-U.S. Dollar denominated balance sheets into U.S. Dollars for consolidated reporting results in a cumulative translation adjustment to Accumulated other comprehensive income (loss) within Shareholders' equity. The impact of foreign exchange rate fluctuations on the translation of our consolidated Revenues was a benefit of approximately $213 million for the three months ended August 31, 2025. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a benefit of approximately $54 million for the three months ended August 31, 2025.

MANAGING TRANSLATIONAL EXPOSURES

To minimize the impact of translating foreign currency denominated revenues and expenses into U.S. Dollars for consolidated reporting, certain foreign subsidiaries use excess cash to purchase U.S. Dollar denominated available-for-sale investments. The variable future cash flows associated with the purchase and subsequent sale of these U.S. Dollar denominated investments at non-U.S. Dollar functional currency subsidiaries creates a foreign currency exposure that qualifies for hedge accounting under U.S. GAAP. We utilize forward contracts and/or options to mitigate the variability of the forecasted future purchases and sales of these U.S. Dollar investments and to mitigate exposure to forecasted future cash flows of certain intercompany transactions. The combination of these foreign currency exposures and the related hedging instruments has the effect of partially offsetting the year-over-year foreign currency translation impact on net earnings. These hedges are generally accounted for as cash flow hedges.

We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreign currency related gains and losses included in Other (income) expense, net had a favorable impact of approximately $17 million on our Income before income taxes for the three months ended August 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW ACTIVITY


	THREE MONTHS ENDED AUGUST 31,
(Dollars in millions)	2025		2024		$ CHANGE
Cash provided (used by):
Operations	$	222	$	394	$	(172)
Investing activities	(59)		(166)		107
Financing activities	(598)		(1,622)		1,024
Effect of exchange rate changes on cash and equivalents	(5)		19		(24)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	$	(440)	$	(1,375)	$	935

Cash provided by operations decreased $172 million. This was driven by a decrease of $239 million in Net income, adjusted for non-cash items, and changes in certain working capital components and other assets and liabilities, which increased $67 million. The change in working capital was primarily impacted by favorable changes to Accounts receivable and Inventories. This was in part due to the timing of wholesale shipments as well as a larger increase in inventory units in the prior period. These changes were partially offset by changes to Accounts payable, due to the timing of payments.

Cash used by investing activities decreased $107 million, primarily driven by the net change in short-term investments (including sales, maturities and purchases).

Cash used by financing activities decreased $1,024 million, primarily driven by lower share repurchases.

During the first three months of fiscal 2026, we purchased a total of 1.8 million shares of NIKE's Class B Common Stock for $123 million (an average price of $68.20 per share) under the four-year, $18 billion share repurchase plan authorized by the Board of Directors in June 2022. As of August 31, 2025, we have repurchased 124.4 million shares at a cost of approximately $12.1 billion (an average price of $97.57 per share) under this $18 billion share repurchase program. During the first quarter of fiscal 2026, we continued to moderate and ultimately stopped repurchases under our existing share repurchase program due to lower operating cash flows in the current year. The existing program remains authorized by the Board of Directors and we may resume share repurchases in the future at any time, depending upon market conditions, our liquidity and capital needs and other factors. We continue to expect funding of share repurchases will come from operating cash flows and excess cash.

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CAPITAL RESOURCES

On July 17, 2025, we filed a shelf registration statement (the "Shelf") with the U.S. Securities and Exchange Commission (the "SEC") which permits us to issue an unlimited amount of securities from time to time. The Shelf expires on July 17, 2028.

As of August 31, 2025, our committed credit facilities were unchanged from the information previously reported within our Annual Report. We currently have long-term debt ratings of A+ and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively. Any changes to these ratings could result in interest rate and facility fee changes. As of August 31, 2025, we were in full compliance with the covenants under our facilities and believe it is unlikely we will fail to meet any of the covenants in the foreseeable future. As of August 31, 2025 and May 31, 2025, no amounts were outstanding under our committed credit facilities.

Liquidity is also provided by our $3 billion commercial paper program. As of and for the three months ended August 31, 2025, we did not have any borrowings outstanding under our $3 billion program. We may issue commercial paper or other debt securities depending on general corporate needs.

To date, in fiscal 2026, we have not experienced difficulty accessing the capital or credit markets; however, future volatility may increase costs associated with issuing commercial paper or other debt instruments or affect our ability to access those markets.

As of August 31, 2025, we had Cash and equivalents and Short-term investments totaling $8.6 billion, primarily consisting of commercial paper, corporate notes, deposits held at major banks, money market funds, U.S. Treasury obligations and other investment grade fixed-income securities. Our fixed-income investments are exposed to both credit and interest rate risk. All of our investments are investment grade to minimize our credit risk. While individual securities have varying durations, as of August 31, 2025, the weighted average days to maturity of our cash equivalents and short-term investments portfolio was 106 days.

We believe that existing Cash and equivalents, Short-term investments and cash generated by operations, together with access to external sources of funds as described above, will be sufficient to meet our domestic and foreign capital needs for the next twelve months and beyond.

There have been no significant changes to the material cash requirements previously reported.

OFF-BALANCE SHEET ARRANGEMENTS

As of August 31, 2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our current or future financial condition, results of operations, liquidity, capital expenditures or capital resources.

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RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 — Summary of Significant Accounting Policies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for recently adopted and issued accounting standards.

CRITICAL ACCOUNTING ESTIMATES

The preparation of our Unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

We believe the assumptions and judgments involved in the accounting estimates described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section within the Annual Report have the greatest potential impact on our Unaudited Condensed Consolidated Financial Statements, so we consider these to be our critical accounting estimates. Because of the uncertainty inherent in these matters, actual results could differ from these estimates. Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

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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, 2025.

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 August 31, 2025.

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.

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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 Securities Exchange Act of 1934, as amended. 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 our business strategy, including, but not limited to, risks related to an increased focus on sport and rebalancing of our channel mix; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; 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 products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; 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 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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Note 11 — Commitments and 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, 2025.

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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 August 31, 2025, the Company had repurchased 124.4 million shares at an average price of $97.57 per share for a total approximate cost of $12.1 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 August 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 PLAN OR PROGRAM (IN MILLIONS)
June 1 - June 30, 2025	1,028,990	$	63.14	$	5,925
July 1 - July 31, 2025	780,281	$	74.86	$	5,866
August 1 - August 31, 2025	—	$	—	$	5,866
	1,809,271	$	68.20

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended August 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) or 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).

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ITEM 6. EXHIBITS



			Exhibits:
3.1			Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).
3.2			Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed September 20, 2024).
4.1			Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2			Sixth Amended and Restated Bylaws (see Exhibit 3.2).
31.1			Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2			Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1†			Section 1350 Certification of Chief Executive Officer.
32.2†			Section 1350 Certification of Chief Financial Officer.
101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF			Inline XBRL Taxonomy Extension Definition Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101

† Furnished herewith

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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:						October 1, 2025

NIKE, Inc. - Quarter Report: 2025 August (Form 10-Q)

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