10-Q

NIKE, Inc. (NKE)

10-Q 2025-12-30 For: 2025-11-30
View Original
Added on April 02, 2026

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, 2025

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

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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 December 22, 2025, the number of shares of the Registrant's Common Stock outstanding were:
--- ---
Class A 288,887,752
Class B 1,191,495,650
1,480,383,402

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NIKE, INC.

FORM 10-Q

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION 1
ITEM 1. Financial Statements 1
Unaudited Condensed Consolidated Statements of Income 1
Unaudited Condensed Consolidated Statements of Comprehensive Income 2
Unaudited Condensed Consolidated Balance Sheets 3
Unaudited Condensed Consolidated Statements of Cash Flows 4
Unaudited Condensed Consolidated Statements of Shareholders' Equity 5
Notes to the Unaudited Condensed Consolidated Financial Statements 7
ITEM2. Management's Discussion and Analysis of Financial Condition and Results of Operations 23
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 42
ITEM 4. Controls and Procedures 42
PART II - OTHER INFORMATION 44
ITEM 1. Legal Proceedings 44
ITEM 1A. Risk Factors 44
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 45
ITEM 5. Other Information 46
ITEM 6. Exhibits 47
Signatures 48

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(In millions, except per share data) 2025 2024 2025 2024
Revenues $ 12,427 $ 12,354 $ 24,147 $ 23,943
Cost of sales 7,382 6,965 14,159 13,297
Gross profit 5,045 5,389 9,988 10,646
Demand creation expense 1,273 1,122 2,461 2,348
Operating overhead expense 2,766 2,883 5,594 5,705
Total selling and administrative expense 4,039 4,005 8,055 8,053
Interest (income) expense, net (9) (24) (27) (67)
Other (income) expense, net 16 (8) 39 (63)
Income before income taxes 999 1,416 1,921 2,723
Income tax expense 207 253 402 509
NET INCOME $ 792 $ 1,163 $ 1,519 $ 2,214
Earnings per common share:
Basic $ 0.54 $ 0.78 $ 1.03 $ 1.48
Diluted $ 0.53 $ 0.78 $ 1.03 $ 1.48
Weighted average common shares outstanding:
Basic 1,479.5 1,486.8 1,478.1 1,492.3
Diluted 1,481.0 1,490.0 1,480.0 1,495.9

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Net income $ 792 $ 1,163 $ 1,519 $ 2,214
Other comprehensive income (loss), net of tax:
Change in net foreign currency translation adjustment (55) (224) 79 (86)
Change in net gains (losses) on cash flow hedges 258 450 72 223
Change in net gains (losses) on other 1 3 3 12
Total other comprehensive income (loss), net of tax 204 229 154 149
TOTAL COMPREHENSIVE INCOME $ 996 $ 1,392 $ 1,673 $ 2,363

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

NOVEMBER 30, MAY 31,
(In millions) 2025 2025
ASSETS
Current assets:
Cash and equivalents $ 6,974 $ 7,464
Short-term investments 1,371 1,687
Accounts receivable, net 5,738 4,717
Inventories 7,726 7,489
Prepaid expenses and other current assets 2,206 2,005
Total current assets 24,015 23,362
Property, plant and equipment, net 4,843 4,828
Operating lease right-of-use assets, net 2,894 2,712
Identifiable intangible assets, net 259 259
Goodwill 240 240
Deferred income taxes and other assets 5,536 5,178
TOTAL ASSETS $ 37,787 $ 36,579
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 999 $
Notes payable 5
Accounts payable 3,717 3,479
Current portion of operating lease liabilities 513 502
Accrued liabilities 5,919 5,911
Income taxes payable 492 669
Total current liabilities 11,640 10,566
Long-term debt 7,016 7,961
Operating lease liabilities 2,754 2,550
Deferred income taxes and other liabilities 2,292 2,289
Commitments and contingencies (Note 11)
Redeemable preferred stock
Shareholders' equity:
Common stock at stated value:
Class A convertible — 289 and 290 shares outstanding
Class B — 1,191 and 1,186 shares outstanding 3 3
Capital in excess of stated value 14,705 14,195
Accumulated other comprehensive income (loss) (104) (258)
Retained earnings (deficit) (519) (727)
Total shareholders' equity 14,085 13,213
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,787 $ 36,579

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024
Cash provided (used) by operations:
Net income $ 1,519 $ 2,214
Adjustments to reconcile net income to net cash provided (used) by operations:
Depreciation and amortization 369 378
Deferred income taxes (68) (188)
Stock-based compensation 361 375
Impairment and other 9 (9)
Net foreign currency adjustments 54 54
Changes in certain working capital components and other assets and liabilities:
(Increase) decrease in accounts receivable (1,021) (943)
(Increase) decrease in inventories (257) (547)
(Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets 111 140
Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities (276) (31)
Cash provided (used) by operations 801 1,443
Cash provided (used) by investing activities:
Purchases of short-term investments (636) (2,084)
Maturities of short-term investments 395 197
Sales of short-term investments 536 1,886
Additions to property, plant and equipment (400) (249)
Other investing activities (3) 10
Cash provided (used) by investing activities (108) (240)
Cash provided (used) by financing activities:
Increase (decrease) in notes payable, net (4) 43
Proceeds from exercise of stock options and other stock issuances 234 345
Repurchase of common stock (146) (2,280)
Dividends — common and preferred (1,189) (1,115)
Other financing activities (72) (63)
Cash provided (used) by financing activities (1,177) (3,070)
Effect of exchange rate changes on cash and equivalents (6) (14)
Net increase (decrease) in cash and equivalents (490) (1,881)
Cash and equivalents, beginning of period 7,464 9,860
CASH AND EQUIVALENTS, END OF PERIOD $ 6,974 $ 7,979
Supplemental disclosure of cash flow information:
Non-cash additions to property, plant and equipment $ 107 $ 85
Dividends declared and not paid 611 597

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT) TOTAL
CLASS B
(In millions, except per share data) AMOUNT SHARES AMOUNT
Balance at August 31, 2025 $ 1,188 $ 3 $ 14,473 $ (308) $ (700) $ 13,468
Stock options exercised 13 13
Repurchase of Class B Common Stock
Dividends on common stock (0.41 per share) (611) (611)
Issuance of shares to employees, net of shares withheld for employee taxes 3 43 43
Stock-based compensation 176 176
Net income 792 792
Other comprehensive income (loss) 204 204
Balance at November 30, 2025 $ 1,191 $ 3 $ 14,705 $ (104) $ (519) $ 14,085

All values are in US Dollars.

CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT) TOTAL
CLASS B
(In millions, except per share data) AMOUNT SHARES AMOUNT
Balance at August 31, 2024 $ 1,193 $ 3 $ 13,557 $ (27) $ 411 $ 13,944
Stock options exercised 1 95 95
Repurchase of Class B Common Stock (13) (119) (942) (1,061)
Dividends on common stock (0.40 per share) (597) (597)
Issuance of shares to employees, net of shares withheld for employee taxes 3 53 19 72
Stock-based compensation 192 192
Net income 1,163 1,163
Other comprehensive income (loss) 229 229
Balance at November 30, 2024 $ 1,184 $ 3 $ 13,778 $ 202 $ 54 $ 14,037

All values are in US Dollars.

CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT) TOTAL
CLASS B
(In millions, except per share data) AMOUNT SHARES AMOUNT
Balance at May 31, 2025 $ 1,186 $ 3 $ 14,195 $ (258) $ (727) $ 13,213
Stock options exercised 3 139 139
Conversion to Class B Common Stock 1
Repurchase of Class B Common Stock (2) (17) (106) (123)
Dividends on common stock (0.81 per share) and preferred stock (0.10 per share) (1,205) (1,205)
Issuance of shares to employees, net of shares withheld for employee taxes 3 27 27
Stock-based compensation 361 361
Net income 1,519 1,519
Other comprehensive income (loss) 154 154
Balance at November 30, 2025 $ 1,191 $ 3 $ 14,705 $ (104) $ (519) $ 14,085

All values are in US Dollars.

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CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT) TOTAL
CLASS B
(In millions, except per share data) AMOUNT SHARES AMOUNT
Balance at May 31, 2024 $ 1,205 $ 3 $ 13,409 $ 53 $ 965 $ 14,430
Stock options exercised 4 219 219
Repurchase of Class B Common Stock (28) (251) (2,003) (2,254)
Dividends on common stock (0.77 per share) and preferred stock (0.10 per share) (1,151) (1,151)
Issuance of shares to employees, net of shares withheld for employee taxes 3 26 29 55
Stock-based compensation 375 375
Net income 2,214 2,214
Other comprehensive income (loss) 149 149
Balance at November 30, 2024 $ 1,184 $ 3 $ 13,778 $ 202 $ 54 $ 14,037

All values are in US Dollars.

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 Summary of Significant Accounting Policies 8
NOTE 2 Accrued Liabilities 8
NOTE 3 Fair Value Measurements 9
NOTE 4 Income Taxes 10
NOTE 5 Stock-Based Compensation 11
NOTE 6 Earnings Per Share 12
NOTE 7 Risk Management and Derivatives 13
NOTE 8 Accumulated Other Comprehensive Income (Loss) 15
NOTE 9 Revenues 17
NOTE 10 Segment Information 19
NOTE 11 Commitments and Contingencies 22
NOTE 12 Supplier Finance Programs 22

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NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE") and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2025, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the "Annual Report"). The results of operations for the three and six months ended November 30, 2025, are not necessarily indicative of results for the entire fiscal year.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company's annual periods beginning June 1, 2025 and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning June 1, 2027, and interim periods beginning June 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

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. The amendments are effective for the Company’s annual periods beginning June 1, 2027 and interim periods within those fiscal years, with early adoption permitted, and should be applied prospectively. The Company is currently evaluating the ASU to determine its impact on the Company’s financial statements and related disclosures.

NOTE 2 — ACCRUED LIABILITIES

Accrued liabilities included the following:

NOVEMBER 30, MAY 31,
(Dollars in millions) 2025 2025
Sales-related reserves $ 1,748 $ 1,834
Compensation and benefits, excluding taxes 1,236 1,245
Dividends payable 615 598
Other 2,320 2,234
TOTAL ACCRUED LIABILITIES $ 5,919 $ 5,911

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NOTE 3 — FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities.

The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of November 30, 2025 and May 31, 2025, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

NOVEMBER 30, 2025
(Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS
Cash $ 1,758 $ 1,758 $
Level 1:
U.S. Treasury securities 701 701
Level 2:
Commercial paper and bonds 676 28 648
Money market funds 4,899 4,899
Time deposits 289 289
U.S. Agency securities 22 22
Total Level 2 5,886 5,216 670
TOTAL $ 8,345 $ 6,974 $ 1,371 MAY 31, 2025
--- --- --- --- --- --- ---
(Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS
Cash $ 1,221 $ 1,221 $
Level 1:
U.S. Treasury securities 1,046 1,046
Level 2:
Commercial paper and bonds 675 45 630
Money market funds 5,902 5,902
Time deposits 297 295 2
U.S. Agency securities 10 1 9
Total Level 2 6,884 6,243 641
TOTAL $ 9,151 $ 7,464 $ 1,687

As of November 30, 2025, the Company held $445 million of available-for-sale debt securities with maturity dates within one year and $926 million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The fair value of the Company's available-for-sale debt securities approximates their amortized cost.

Included in Interest (income) expense, net was interest income related to the Company's investment portfolio of $62 million and $97 million for the three months ended November 30, 2025 and 2024, respectively, and $145 million and $217 million for the six months ended November 30, 2025 and 2024, respectively.

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The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

NOVEMBER 30, 2025
DERIVATIVE ASSETS DERIVATIVE LIABILITIES
(Dollars in millions) ASSETS AT FAIR VALUE OTHER CURRENT ASSETS OTHER LONG-TERM ASSETS LIABILITIES AT FAIR VALUE ACCRUED LIABILITIES OTHER LONG-TERM LIABILITIES
Level 2:
Foreign exchange forwards and options(1) $ 216 $ 166 $ 50 $ 328 $ 259 $ 69
Interest rate swaps(1) 72 72
TOTAL $ 288 $ 166 $ 122 $ 328 $ 259 $ 69

(1)     If the foreign exchange and interest rate swap derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $243 million as of November 30, 2025. As of that date, the Company received $41 million from various counterparties on the derivative asset balance and posted $40 million of cash collateral to counterparties on the derivative liability balance.

MAY 31, 2025
DERIVATIVE ASSETS DERIVATIVE LIABILITIES
(Dollars in millions) ASSETS AT FAIR VALUE OTHER CURRENT ASSETS OTHER LONG-TERM ASSETS LIABILITIES AT FAIR VALUE ACCRUED LIABILITIES OTHER LONG-TERM LIABILITIES
Level 2:
Foreign exchange forwards and options(1) $ 107 $ 85 $ 22 $ 368 $ 226 $ 142
Interest rate swaps(1) 24 24 3 3
TOTAL $ 131 $ 85 $ 46 $ 371 $ 226 $ 145

(1)If the foreign exchange and interest rate swap derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $131 million as of May 31, 2025. As of that date, the Company posted $166 million of cash collateral to various counterparties on the derivative liability balance and no amount of collateral was received from counterparties on the derivative asset balance.

For additional information related to the Company's derivative financial instruments and credit risk, refer to Note 7 — Risk Management and Derivatives.

The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.

FINANCIAL ASSETS AND LIABILITIES NOT RECORDED AT FAIR VALUE

The Company's Long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts, debt issuance costs and interest rate swap fair value adjustments. The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). The fair value of the Company's Long-term debt, excluding interest rate swap fair value adjustments, was approximately $6,913 million at November 30, 2025 and $6,673 million at May 31, 2025.

NOTE 4 — INCOME TAXES

The effective tax rate was 20.9% and 18.7% for the six months ended November 30, 2025 and 2024, respectively. The increase in the Company's effective tax rate was primarily due to changes in earnings mix and decreased benefits from stock-based compensation.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions were effective for NIKE beginning June 1, 2025. Based on the Company's current analysis of the provisions, the Company does not expect these tax law changes to have a material impact on the Company's financial statements; however, the Company will continue to evaluate their impact as further information becomes available.

As of November 30, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $1,029 million, $757 million of which would affect the Company's effective tax rate if recognized in future periods. The majority of total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. As of May 31, 2025, total gross unrecognized tax benefits, excluding

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related interest and penalties, were $1,026 million. As of November 30, 2025 and May 31, 2025, accrued interest and penalties related to uncertain tax positions were $417 million and $376 million, respectively, (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company is currently under audit by the U.S. Internal Revenue Service ("IRS") for fiscal years 2017 through 2023. The Company has closed all U.S. federal income tax matters through fiscal year 2016, with the exception of certain transfer pricing adjustments. In certain major foreign jurisdictions, tax years after 2014 remain subject to examination.

Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $296 million within the next 12 months primarily as a result of the expected resolution with the IRS of certain U.S. federal income tax matters for fiscal years 2017 through 2019 related to transfer pricing adjustments, research and development credits and other items.

In January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands could increase.

NOTE 5 — STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The NIKE, Inc. Stock Incentive Plan (the "Stock Incentive Plan") provides for the issuance of up to 843 million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights and stock awards, including restricted stock and restricted stock units. Restricted stock units include both time-vesting restricted stock units as well as performance-based restricted stock units ("PSUs"). In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans ("ESPPs").

The following table summarizes the Company's total stock-based compensation expense recognized within Cost of sales or Operating overhead expense, as applicable:

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Stock options(1) $ 71 $ 82 $ 147 $ 153
ESPPs 11 23 26 36
Restricted stock and restricted stock units 94 87 188 186
TOTAL STOCK-BASED COMPENSATION EXPENSE $ 176 $ 192 $ 361 $ 375

(1)Expense for stock options includes the expense associated with stock appreciation rights.

STOCK OPTIONS

As of November 30, 2025, the Company had $478 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.6 years.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

As of November 30, 2025, the Company had $805 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.8 years.

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NOTE 6 — EARNINGS PER SHARE

The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share exclude restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional 84.1 million and 81.4 million shares of common stock outstanding for the three months ended November 30, 2025 and 2024, respectively, and 84.3 million and 77.9 million shares of common stock outstanding for the six months ended November 30, 2025 and 2024, respectively, because the awards were assumed to be anti-dilutive.

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(In millions, except per share data) 2025 2024 2025 2024
Net income available to common stockholders $ 792 $ 1,163 $ 1,519 $ 2,214
Determination of shares:
Weighted average common shares outstanding 1,479.5 1,486.8 1,478.1 1,492.3
Assumed conversion of dilutive stock options and awards 1.5 3.2 1.9 3.6
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,481.0 1,490.0 1,480.0 1,495.9
Earnings per common share:
Basic $ 0.54 $ 0.78 $ 1.03 $ 1.48
Diluted $ 0.53 $ 0.78 $ 1.03 $ 1.48

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NOTE 7 — RISK MANAGEMENT AND DERIVATIVES

The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. As of and for the three and six months ended November 30, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report.

The majority of derivatives outstanding as of November 30, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Chinese Yuan/U.S. Dollar, British Pound/Euro and Japanese Yen/U.S. Dollar currency pairs. All derivatives are recognized on the Unaudited Condensed Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.

The following tables present the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets:

DERIVATIVE ASSETS
BALANCE SHEET LOCATION NOVEMBER 30, MAY 31,
(Dollars in millions) 2025 2025
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options Prepaid expenses and other current assets $ 155 $ 75
Foreign exchange forwards and options Deferred income taxes and other assets 50 22
Interest rate swaps Deferred income taxes and other assets 72 24
Total derivatives formally designated as hedging instruments 277 121
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options Prepaid expenses and other current assets 11 10
Total derivatives not designated as hedging instruments 11 10
TOTAL DERIVATIVE ASSETS $ 288 $ 131
DERIVATIVE LIABILITIES
BALANCE SHEET LOCATION NOVEMBER 30, MAY 31,
(Dollars in millions) 2025 2025
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options Accrued liabilities $ 244 $ 216
Foreign exchange forwards and options Deferred income taxes and other liabilities 69 142
Interest rate swaps Deferred income taxes and other liabilities 3
Total derivatives formally designated as hedging instruments 313 361
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options Accrued liabilities 15 10
Total derivatives not designated as hedging instruments 15 10
TOTAL DERIVATIVE LIABILITIES $ 328 $ 371

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The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income:

(Dollars in millions) AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER <br>COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES(1) AMOUNT OF GAIN (LOSS)<br><br>RECLASSIFIED FROM ACCUMULATED<br><br>OTHER COMPREHENSIVE<br><br>INCOME (LOSS) INTO INCOME(1)
THREE MONTHS ENDED NOVEMBER 30, LOCATION OF GAIN (LOSS) <br>RECLASSIFIED FROM ACCUMULATED <br>OTHER COMPREHENSIVE INCOME <br>(LOSS) INTO INCOME THREE MONTHS ENDED NOVEMBER 30,
2025 2024 2025 2024
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options $ 4 $ (29) Revenues $ 3 $ (24)
Foreign exchange forwards and options 192 396 Cost of sales 50
Foreign exchange forwards and options 55 157 Other (income) expense, net (19) 15
Interest rate swaps(2) Interest (income) expense, net (1) (2)
TOTAL DESIGNATED CASH FLOW HEDGES $ 251 $ 524 $ (17) $ 39

(1)For the three months ended November 30, 2025 and 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

(2)Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest (income) expense, net over the term of the issued debt.

(Dollars in millions) AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER <br>COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES(1) AMOUNT OF GAIN (LOSS)<br><br>RECLASSIFIED FROM ACCUMULATED<br><br>OTHER COMPREHENSIVE<br><br>INCOME (LOSS) INTO INCOME(1)
SIX MONTHS ENDED NOVEMBER 30, LOCATION OF GAIN (LOSS) <br>RECLASSIFIED FROM ACCUMULATED <br>OTHER COMPREHENSIVE INCOME <br>(LOSS) INTO INCOME SIX MONTHS ENDED NOVEMBER 30,
2025 2024 2025 2024
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options $ 47 $ (73) Revenues $ (4) $ (45)
Foreign exchange forwards and options 39 298 Cost of sales 50 120
Foreign exchange forwards and options 7 128 Other (income) expense, net (33) 45
Interest rate swaps(2) Interest (income) expense, net (3) (4)
TOTAL DESIGNATED CASH FLOW HEDGES $ 93 $ 353 $ 10 $ 116

(1)For the six months ended November 30, 2025 and 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

(2)Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest (income) expense, net over the term of the issued debt.

AMOUNT OF GAIN (LOSS) RECOGNIZED <br>IN INCOME ON DERIVATIVES LOCATION OF GAIN (LOSS)<br>RECOGNIZED IN INCOME<br>ON DERIVATIVES
THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options $ 3 $ 6 $ 20 $ 6 Other (income) expense, net

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CASH FLOW HEDGES

The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $16.8 billion and $18.4 billion as of November 30, 2025 and May 31, 2025, respectively. Approximately $68 million of deferred net losses (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of November 30, 2025, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of November 30, 2025, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 33 months.

FAIR VALUE HEDGES

The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $2.4 billion as of November 30, 2025 and May 31, 2025.

UNDESIGNATED DERIVATIVE INSTRUMENTS

The total notional amount of outstanding undesignated derivative instruments was $4.6 billion and $4.0 billion as of November 30, 2025 and May 31, 2025, respectively.

CREDIT RISK

As of November 30, 2025, the Company was in compliance with all credit risk-related contingent features and considers the impact of the risk of counterparty default to be immaterial. For additional information related to the Company's derivative financial instruments and collateral, refer to Note 3 — Fair Value Measurements.

NOTE 8 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:

(Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) CASH FLOW HEDGES NET INVESTMENT HEDGES(1) OTHER TOTAL
Balance at August 31, 2025 $ 20 $ (393) $ 115 $ (50) $ (308)
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2) (55) 247 1 193
Reclassifications to net income of previously deferred (gains) losses(2)(3) 11 11
Total other comprehensive income (loss) (55) 258 1 204
Balance at November 30, 2025 $ (35) $ (135) $ 115 $ (49) $ (104)

(1)The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

(2)Net of immaterial tax impact.

(3)Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.

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(Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) CASH FLOW HEDGES NET INVESTMENT HEDGES(1) OTHER TOTAL
Balance at August 31, 2024 $ (118) $ 20 $ 115 $ (44) $ (27)
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2) (223) 492 3 272
Reclassifications to net income of previously deferred (gains) losses(2)(3) (1) (42) (43)
Total other comprehensive income (loss) (224) 450 3 229
Balance at November 30, 2024 $ (342) $ 470 $ 115 $ (41) $ 202

(1)The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

(2)Net of immaterial tax impact.

(3)Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.

(Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) CASH FLOW HEDGES NET INVESTMENT HEDGES(1) OTHER TOTAL
Balance at May 31, 2025 $ (114) $ (207) $ 115 $ (52) $ (258)
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2) 79 92 3 174
Reclassifications to net income of previously deferred (gains) losses(2)(3) (20) (20)
Total other comprehensive income (loss) 79 72 3 154
Balance at November 30, 2025 $ (35) $ (135) $ 115 $ (49) $ (104)

(1)The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

(2)Net of immaterial tax impact.

(3)Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.

(Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) CASH FLOW HEDGES NET INVESTMENT HEDGES(1) OTHER TOTAL
Balance at May 31, 2024 $ (256) $ 247 $ 115 $ (53) $ 53
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2) (86) 341 10 265
Reclassifications to net income of previously deferred (gains) losses(2)(3) (118) 2 (116)
Total other comprehensive income (loss) (86) 223 12 149
Balance at November 30, 2024 $ (342) $ 470 $ 115 $ (41) $ 202

(1)The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

(2)Net of immaterial tax impact.

(3)Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.

For additional information related to the Company's cash flow hedges, refer to Note 7 — Risk Management and Derivatives.

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NOTE 9 — REVENUES

DISAGGREGATION OF REVENUES

The following tables present the Company's Revenues by reportable operating segment, disaggregated by major product line and distribution channel:

THREE MONTHS ENDED NOVEMBER 30, 2025
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues by:
Footwear $ 3,542 $ 954 $ 1,151 $ $ 7,659 $ 255 $ $ 7,914
Apparel 1,811 1,196 442 457 3,906 15 3,921
Equipment 280 184 27 59 550 5 555
Other 9 9 25 3 37
TOTAL REVENUES $ 5,633 $ 1,423 $ 1,667 $ 9 $ 12,124 $ 300 $ 3 $ 12,427
Revenues by:
Sales to Wholesale Customers $ 3,550 $ 767 $ 994 $ $ 7,499 $ 143 $ $ 7,642
Sales through Direct to Consumer 2,083 1,204 656 673 4,616 132 4,748
Other 9 9 25 3 37
TOTAL REVENUES $ 5,633 $ 1,423 $ 1,667 $ 9 $ 12,124 $ 300 $ 3 $ 12,427

All values are in Euros.

THREE MONTHS ENDED NOVEMBER 30, 2024
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues by:
Footwear $ 3,236 $ 1,203 $ 1,234 $ $ 7,655 $ 364 $ $ 8,019
Apparel 1,693 1,136 472 437 3,738 26 3,764
Equipment 250 185 36 73 544 6 550
Other 13 13 33 (25) 21
TOTAL REVENUES $ 5,179 $ 1,711 $ 1,744 $ 13 $ 11,950 $ 429 $ (25) $ 12,354
Revenues by:
Sales to Wholesale Customers $ 2,866 $ 904 $ 1,030 $ $ 6,920 $ 212 $ $ 7,132
Sales through Direct to Consumer 2,313 1,183 807 714 5,017 184 5,201
Other 13 13 33 (25) 21
TOTAL REVENUES $ 5,179 $ 1,711 $ 1,744 $ 13 $ 11,950 $ 429 $ (25) $ 12,354

All values are in Euros.

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SIX MONTHS ENDED NOVEMBER 30, 2025
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues by:
Footwear $ 6,761 $ 2,063 $ 2,212 $ $ 15,069 $ 574 $ $ 15,643
Apparel 3,285 2,302 804 828 7,219 27 7,246
Equipment 607 388 68 117 1,180 13 1,193
Other 18 18 52 (5) 65
TOTAL REVENUES $ 10,653 $ 2,935 $ 3,157 $ 18 $ 23,486 $ 666 $ (5) $ 24,147
Revenues by:
Sales to Wholesale Customers $ 6,286 $ 1,660 $ 1,943 $ $ 14,338 $ 337 $ $ 14,675
Sales through Direct to Consumer 4,367 2,274 1,275 1,214 9,130 277 9,407
Other 18 18 52 (5) 65
TOTAL REVENUES $ 10,653 $ 2,935 $ 3,157 $ 18 $ 23,486 $ 666 $ (5) $ 24,147

All values are in Euros.

SIX MONTHS ENDED NOVEMBER 30, 2024
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues by:
Footwear $ 6,448 $ 2,449 $ 2,286 $ $ 15,117 $ 800 $ $ 15,917
Apparel 3,024 2,129 832 785 6,770 43 6,813
Equipment 533 383 96 135 1,147 18 1,165
Other 27 27 69 (48) 48
TOTAL REVENUES $ 10,005 $ 3,377 $ 3,206 $ 27 $ 23,061 $ 930 $ (48) $ 23,943
Revenues by:
Sales to Wholesale Customers $ 5,341 $ 1,875 $ 1,920 $ $ 13,330 $ 488 $ $ 13,818
Sales through Direct to Consumer 4,664 2,252 1,502 1,286 9,704 373 10,077
Other 27 27 69 (48) 48
TOTAL REVENUES $ 10,005 $ 3,377 $ 3,206 $ 27 $ 23,061 $ 930 $ (48) $ 23,943

All values are in Euros.

Global Brand Divisions revenues included NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Converse Other revenues were primarily attributable to licensing businesses. Corporate revenues primarily consisted 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 the Company's central foreign exchange risk management program.

As of November 30, 2025 and May 31, 2025, the Company did not have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.

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NOTE 10 — SEGMENT INFORMATION

The Company's reportable operating segments reflect the structure of the Company's internal organization and the financial information the Chief Operating Decision Maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to assess Company performance and allocate resources. The CODM evaluates the performance of the Company's segments and allocates resources based on earnings before interest and taxes ("EBIT"), which represents Net income before Interest (income) expense, net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income.

The Company's segments are defined as follows:

NIKE BRAND

The NIKE Brand reportable operating segments are: North America; Europe, Middle East & Africa ("EMEA"); Greater China; and Asia Pacific & Latin America ("APLA"), and include results for the NIKE and Jordan brands. Each NIKE Brand segment represents a geographic region operating predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and equipment.

Global Brand Divisions is included within NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. 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.

CONVERSE

Converse operates in one industry: the design, marketing, licensing and selling of casual sneakers, apparel and accessories.

CORPORATE

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

As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic segments and to Converse. Inventories and Cost of sales for geographic segments and Converse reflect the use of these standard rates to recognize non-functional currency product purchases in the entity's functional currency. Differences between these standard rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses and other conversion gains and losses.

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THREE MONTHS ENDED NOVEMBER 30, 2025
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues $ 5,633 $ 1,423 $ 1,667 $ 9 $ 12,124 $ 300 $ 3 $ 12,427
Cost of Sales 3,335 1,925 836 964 152 7,212 176 (6) 7,382
Gross profit 2,298 1,467 587 703 (143) 4,912 124 9 5,045
Demand creation expense 473 334 145 109 185 1,246 24 3 1,273
Operating overhead expense 565 399 252 206 744 2,166 104 496 2,766
Total selling and administrative expense 1,038 733 397 315 929 3,412 128 499 4,039
Other segment items(1) (1) 1 (1) (1) (2) 18 16
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ 1,261 $ 191 $ 389 $ (1,072) $ 1,502 $ (4) $ (508)
Interest (income) expense, net (9)
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 999
Supplemental information:
Depreciation and amortization(2) $ 33 37 10 13 55 148 2 29 $ 179

All values are in Euros.

(1)At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.

(2)The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

THREE MONTHS ENDED NOVEMBER 30, 2024
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues $ 5,179 $ 1,711 $ 1,744 $ 13 $ 11,950 $ 429 $ (25) $ 12,354
Cost of Sales 2,896 1,788 957 977 147 6,765 222 (22) 6,965
Gross profit 2,283 1,515 754 767 (134) 5,185 207 (3) 5,389
Demand creation expense 382 313 135 98 147 1,075 43 4 1,122
Operating overhead expense 531 372 252 209 851 2,215 111 557 2,883
Total selling and administrative expense 913 685 387 307 998 3,290 154 561 4,005
Other segment items(1) (1) (1) (8) 1 (9) 1 (8)
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ 1,371 $ 375 $ 460 $ (1,133) $ 1,904 $ 53 $ (565)
Interest (income) expense, net (24)
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 1,416
Supplemental information:
Depreciation and amortization(2) $ 34 36 13 13 59 155 4 31 $ 190

All values are in Euros.

(1)At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.

(2)The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

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SIX MONTHS ENDED NOVEMBER 30, 2025
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues $ 10,653 $ 2,935 $ 3,157 $ 18 $ 23,486 $ 666 $ (5) $ 24,147
Cost of Sales 6,232 3,825 1,634 1,802 320 13,813 369 (23) 14,159
Gross profit 4,421 2,898 1,301 1,355 (302) 9,673 297 18 9,988
Demand creation expense 915 647 244 206 388 2,400 57 4 2,461
Operating overhead expense 1,112 781 490 414 1,575 4,372 206 1,016 5,594
Total selling and administrative expense 2,027 1,428 734 620 1,963 6,772 263 1,020 8,055
Other segment items(1) (1) 2 (1) (4) (1) (5) (1) 45 39
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ 2,395 $ 568 $ 739 $ (2,264) $ 2,906 $ 35 $ (1,047)
Interest (income) expense, net (27)
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 1,921
Supplemental information:
Depreciation and amortization(2) $ 71 76 22 29 109 307 4 58 $ 369

All values are in Euros.

(1)At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.

(2)The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

SIX MONTHS ENDED NOVEMBER 30, 2024
(Dollars in millions) NORTH AMERICA OPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.
Revenues $ 10,005 $ 3,377 $ 3,206 $ 27 $ 23,061 $ 930 $ (48) $ 23,943
Cost of Sales 5,523 3,483 1,812 1,759 300 12,877 455 (35) 13,297
Gross profit 4,482 2,963 1,565 1,447 (273) 10,184 475 (13) 10,646
Demand creation expense 834 603 249 188 389 2,263 78 7 2,348
Operating overhead expense 1,060 738 492 397 1,697 4,384 224 1,097 5,705
Total selling and administrative expense 1,894 1,341 741 585 2,086 6,647 302 1,104 8,053
Other segment items(1) 1 (1) (53) 1 (52) (1) (10) (63)
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ 2,587 $ 877 $ 862 $ (2,360) $ 3,589 $ 174 $ (1,107)
Interest (income) expense, net (67)
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 2,723
Supplemental information:
Depreciation and amortization(2) $ 70 71 26 24 116 307 8 63 $ 378

All values are in Euros.

(1)At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.

(2)The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

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NOVEMBER 30, MAY 31,
(Dollars in millions) 2025 2025
INVENTORIES(1)
North America $ 3,261 $ 3,198
Europe, Middle East & Africa 2,172 2,042
Greater China 1,074 951
Asia Pacific & Latin America 1,001 905
Global Brand Divisions 152 148
TOTAL NIKE BRAND 7,660 7,244
Converse 229 272
Corporate (163) (27)
TOTAL NIKE, INC. INVENTORIES $ 7,726 $ 7,489

(1)Inventories as of November 30, 2025 and May 31, 2025 were substantially all finished goods.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

The Company issues bank guarantees and letters of credit primarily for real estate agreements, self-insurance programs, other general business obligations and legal matters. As of November 30, 2025 and May 31, 2025, the Company had outstanding bank guarantees and letters of credit of approximately $0.9 billion. Subsequent to November 30, 2025, the Company issued approximately $0.3 billion in additional guarantees resulting in total guarantees and letters of credit of approximately $1.2 billion as of the date of this report.

In the ordinary course of business, the Company is subject to various legal proceedings, claims and government investigations relating to its business, products and actions of its employees and representatives, including contractual and employment relationships, product liability, antitrust, customs, tax, intellectual property and other matters. The outcome of these legal matters is inherently uncertain, and the Company cannot predict the eventual outcome of currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences relating to those matters. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter. If one or more legal matters were to be resolved against the Company in a reporting period for amounts above management's expectations, the Company's financial position, operating results and cash flows for that reporting period could be materially adversely affected. In the opinion of management, based on its current knowledge and after consultation with counsel, the Company does not believe any currently pending legal matters will have a material adverse impact on the Company's results of operations, financial position or cash flows, except as described below.

BELGIAN CUSTOMS CLAIM

The Company has received claims for certain years from Belgian Customs Authorities for alleged underpaid duties related to products imported beginning in fiscal 2018. The Company disputes these claims and has engaged in the appellate process. The Company has issued bank guarantees in order to appeal the claims. At this time, the Company is unable to estimate the range of loss and cannot predict the final outcome as it could take several years to reach a resolution on this matter. If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows.

NOTE 12 — SUPPLIER FINANCE PROGRAMS

Certain financial institutions offer voluntary supplier finance programs facilitated through a third-party platform that provide participating suppliers the option to finance valid payment obligations from the Company. The Company is not a party to agreements negotiated between participating suppliers and third-party financial institutions. The Company's obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in these programs and the Company does not provide guarantees to third parties in connection with these programs. As of November 30, 2025 and May 31, 2025, the Company had $1,164 million and $1,101 million, respectively, of outstanding supplier obligations confirmed as valid under these programs. These amounts are included within Accounts payable on the Unaudited Condensed Consolidated Balance Sheets.

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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 two distribution channels: NIKE Direct operations which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories.

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

QUARTERLY FINANCIAL HIGHLIGHTS

•NIKE, Inc. Revenues were $12.4 billion for the second quarter of fiscal 2026, up 1% on a reported basis.

•NIKE Brand wholesale revenues were $7.5 billion for the second quarter of fiscal 2026 compared to $6.9 billion for the second quarter of fiscal 2025, primarily driven by an increase in North America, partially offset by declines in Greater China and Asia Pacific & Latin America ("APLA").

•NIKE Direct revenues were $4.6 billion for the second quarter of fiscal 2026 compared to $5.0 billion for the second quarter of fiscal 2025, primarily driven by a decrease in traffic in NIKE Brand Digital.

•Gross margin for the second quarter of fiscal 2026 decreased 300 basis points to 40.6% primarily due to higher tariffs in North America.

•Inventories as of November 30, 2025, were $7.7 billion, an increase of 3% compared to May 31, 2025, driven by increased product costs including higher tariffs in North America.

•We returned approximately $598 million to our shareholders in the second quarter of fiscal 2026 through dividends.

FACTORS IMPACTING OUR BUSINESS

We are navigating through several external factors that create uncertainty and volatility in the operating environment, including, but not limited to, geopolitical dynamics, tax regulation, fluctuating foreign currency exchange rates and evolving tariff policies. As a result of new tariffs, we expect a gross incremental cost of approximately $1.5 billion on an annualized basis. We are taking actions to mitigate the impact of 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 factors, and any changes to these factors, among others, could have a material adverse impact on consumer behavior and on our future Revenues and overall profitability. For a discussion of these factors and other risks, refer to Risk Factors in Item 1A of Part 1 within our Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the "Annual Report").

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

•Product Management: Accelerating product innovation and reducing the supply of certain footwear products in the marketplace to rebalance the mix of our footwear portfolio.

•Marketplace Management: Repositioning NIKE Brand Digital as a full-price platform and reinvesting in wholesale distribution. This includes liquidating inventory through increased markdowns across NIKE Direct, and higher sales returns and discounts with our wholesale partners to reduce inventory and create capacity for new product. We are also making investments to elevate the presentation of our brands in physical retail.

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

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Our reportable operating segments are at different stages of progress against these actions and therefore, the timing of financial impacts have varied and we expect will continue to vary by segment. These actions have had, and in the future will have, a negative impact on our Revenues and overall profitability. North America has made the most progress against these actions, while Greater China and Converse will take more time. 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 2026. However, we believe these product, marketplace and brand management actions taken across our portfolio will reignite brand momentum and reposition our business to drive long-term shareholder value.

USE OF NON-GAAP FINANCIAL MEASURES

Throughout this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). References to these measures should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Management uses these non-GAAP measures when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes these non-GAAP financial measures provide investors with additional financial information that should be considered when assessing our underlying business performance and trends.

Earnings Before Interest and Taxes ("EBIT"): Calculated as Net income before Interest (income) expense, net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income. Total NIKE, Inc. EBIT for the three and six months ended November 30, 2025 and November 30, 2024 are as follows:

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Net income $ 792 $ 1,163 $ 1,519 $ 2,214
Add: Interest (income) expense, net (9) (24) (27) (67)
Add: Income tax expense 207 253 402 509
EARNINGS BEFORE INTEREST AND TAXES $ 990 $ 1,392 $ 1,894 $ 2,656

EBIT margin: Calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. Our EBIT margin calculations for the three and six months ended November 30, 2025 and November 30, 2024 are as follows:

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Numerator
Earnings before interest and taxes $ 990 $ 1,392 $ 1,894 $ 2,656
Denominator
Total NIKE, Inc. Revenues $ 12,427 $ 12,354 $ 24,147 $ 23,943
EBIT MARGIN 8.0 % 11.3 % 7.8 % 11.1 %

Currency-neutral revenues: Currency-neutral revenues enhance visibility to underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Currency-neutral revenues are calculated using actual exchange rates in use during the comparative prior year period in place of the exchange rates in use during the current period.

COMPARABLE STORE SALES

Comparable store sales: This key metric, which excludes NIKE Brand Digital sales, comprises revenues from NIKE-owned in-line and factory stores for which all three of the following requirements have been met: (1) the store has been open at least one year, (2) square footage has not changed by more than 15% within the past year and (3) the store has not been permanently repositioned within the past year. Comparable store sales represents a performance metric that we believe is useful information for management and investors in understanding the performance of our established NIKE-owned in-line and factory stores. Management considers this metric when making financial and operating decisions. The method of calculating comparable store sales varies across the retail industry. As a result, our calculation of this metric may not be comparable to similarly titled metrics used by other companies.

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RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions, except per share data) 2025 2024 % CHANGE 2025 2024 % CHANGE
Revenues $ 12,427 $ 12,354 1 % $ 24,147 $ 23,943 1 %
Cost of sales 7,382 6,965 6 % 14,159 13,297 6 %
Gross profit 5,045 5,389 -6 % 9,988 10,646 -6 %
Gross margin 40.6 % 43.6 % 41.4 % 44.5 %
Demand creation expense 1,273 1,122 13 % 2,461 2,348 5 %
Operating overhead expense 2,766 2,883 -4 % 5,594 5,705 -2 %
Total selling and administrative expense 4,039 4,005 1 % 8,055 8,053 0 %
% of revenues 32.5 % 32.4 % 33.4 % 33.6 %
Interest (income) expense, net (9) (24) (27) (67)
Other (income) expense, net 16 (8) 39 (63)
Income before income taxes 999 1,416 -29 % 1,921 2,723 -29 %
Income tax expense 207 253 -18 % 402 509 -21 %
Effective tax rate 20.7 % 17.9 % 20.9 % 18.7 %
NET INCOME $ 792 $ 1,163 -32 % $ 1,519 $ 2,214 -31 %
Diluted earnings per common share $ 0.53 $ 0.78 -32 % $ 1.03 $ 1.48 -30 %

CONSOLIDATED OPERATING RESULTS

REVENUES

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES(1) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES(1)
NIKE, Inc. Revenues:
NIKE Brand Revenues by:
Footwear $ 7,659 $ 7,655 0 % -1 % $ 15,069 $ 15,117 0 % -2 %
Apparel 3,906 3,738 4 % 4 % 7,219 6,770 7 % 5 %
Equipment 550 544 1 % 0 % 1,180 1,147 3 % 1 %
Global Brand Divisions(2) 9 13 -31 % -23 % 18 27 -33 % -32 %
TOTAL NIKE BRAND REVENUES 12,124 11,950 1 % 1 % 23,486 23,061 2 % 1 %
Converse 300 429 -30 % -31 % 666 930 -28 % -29 %
Corporate(3) 3 (25) (5) (48)
TOTAL NIKE, INC. REVENUES $ 12,427 $ 12,354 1 % 0 % $ 24,147 $ 23,943 1 % -1 %
Supplemental NIKE Brand Revenues Details:
NIKE Brand Revenues by:
Sales to Wholesale Customers $ 7,499 $ 6,920 8 % 8 % $ 14,338 $ 13,330 8 % 6 %
Sales through NIKE Direct 4,616 5,017 -8 % -9 % 9,130 9,704 -6 % -7 %
Global Brand Divisions(2) 9 13 -31 % -23 % 18 27 -33 % -32 %
TOTAL NIKE BRAND REVENUES $ 12,124 $ 11,950 1 % 1 % $ 23,486 $ 23,061 2 % 1 %

(1)The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures".

(2)Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.

(3)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.

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SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•NIKE, Inc. Revenues for the second quarter of fiscal 2026 were $12.4 billion, up 1% on a reported basis. On a currency-neutral basis, NIKE, Inc. Revenues were flat, primarily due to higher revenues in North America, which increased NIKE, Inc. Revenues by approximately 4 percentage points. Lower revenues in Greater China, Converse and APLA reduced NIKE, Inc. Revenues by approximately 2, 1 and 1 percentage points, respectively.

•NIKE Brand revenues increased 1% on both a reported and currency-neutral basis.

•NIKE Brand footwear revenues decreased 1% on a currency-neutral basis. Unit sales of footwear were flat, while lower average selling price ("ASP") per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to channel mix and higher discounts, partially offset by product mix and strategic pricing.

•NIKE Brand apparel revenues increased 4% on a currency-neutral basis. Unit sales of apparel increased 4%, while ASP per unit was flat as higher discounts and channel mix were offset primarily by product mix.

•NIKE Brand wholesale revenues increased 8% on both a reported and currency-neutral basis. The increase on a currency-neutral basis was driven by higher revenues in North America, partially offset by lower revenues in Greater China and APLA.

•NIKE Direct revenues were $4.6 billion for the second quarter of fiscal 2026, down 8% on a reported basis and down 9% on a currency-neutral basis, due to declines in NIKE Brand Digital sales of 14% and declines in NIKE stores sales of 3%. NIKE Brand Digital sales were $2.4 billion for the second quarter of fiscal 2026 compared to $2.8 billion for the second quarter of fiscal 2025, with declines primarily due to reduced traffic. Comparable store sales decreased 3%. For additional information regarding comparable store sales, including the definition, see "Comparable Store Sales".

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•NIKE, Inc. Revenues for the first six months of fiscal 2026 were $24.1 billion, up 1% on a reported basis. On a currency-neutral basis, NIKE, Inc. Revenues decreased 1%, primarily due to lower revenues in Greater China, Converse and APLA, which reduced NIKE, Inc. Revenues by approximately 2, 1 and 1 percentage points, respectively. Higher revenues in North America increased NIKE, Inc. Revenues by approximately 3 percentage points.

•NIKE Brand revenues increased 2% on a reported basis and 1% on a currency-neutral basis.

•NIKE Brand footwear revenues decreased 2% on a currency-neutral basis. Unit sales of footwear increased 1%, while lower ASP per pair reduced footwear revenues by approximately 3 percentage points. Lower ASP per pair was primarily due to channel mix and higher discounts, partially offset by product mix and strategic pricing.

•NIKE Brand apparel revenues increased 5% on a currency-neutral basis. Unit sales of apparel increased 7%, while lower ASP per unit reduced apparel revenues by approximately 2 percentage points. Lower ASP per unit was primarily due to higher discounts and channel mix, partially offset by product mix.

•NIKE Brand wholesale revenues increased 8% on a reported basis and 6% on a currency-neutral basis. The increase on a currency-neutral basis was driven by higher revenues in North America and Europe, Middle East & Africa ("EMEA") and APLA, partially offset by lower revenues in Greater China.

•NIKE Direct revenues were $9.1 billion for the first six months of fiscal 2026, down 6% on a reported basis and down 7% on a currency-neutral basis, due to declines in NIKE Brand Digital sales of 13% and declines in NIKE stores sales of 2%. NIKE Brand Digital sales were $4.5 billion in the second quarter of fiscal 2026 compared to $5.1 billion in the second quarter of fiscal 2025, with declines primarily due to reduced traffic. Comparable store sales decreased 2%.

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GROSS MARGIN

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE 2025 2024 % CHANGE
Gross profit $ 5,045 $ 5,389 -6 % $ 9,988 $ 10,646 -6 %
Gross margin 40.6 % 43.6 % -300 bps 41.4 % 44.5 % -310 bps

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Consolidated gross margin was 300 basis points lower than the prior year primarily due to:

•Higher NIKE Brand product costs (decreasing gross margin approximately 360 basis points), primarily due to higher tariffs in North America;

•Lower NIKE Brand ASP (decreasing gross margin approximately 50 basis points), primarily due to channel mix and higher discounts, partially offset by strategic pricing; and

•Lower gross margin from Converse (decreasing gross margin approximately 20 basis points).

This was partially offset by:

•Lower warehousing and logistics costs (increasing gross margin approximately 50 basis points), primarily due to channel mix;

•Favorable changes in net foreign currency exchange rates, including hedges (increasing gross margin approximately 40 basis points); and

•Lower other costs (increasing gross margin approximately 40 points), primarily due to lower inventory obsolescence reserves.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Consolidated gross margin was 310 basis points lower than the prior year primarily due to:

•Higher NIKE Brand product costs (decreasing gross margin approximately 230 basis points), primarily due to higher tariffs in North America;

•Lower NIKE Brand ASP (decreasing gross margin approximately 150 basis points), primarily due to channel mix and higher discounts, partially offset by strategic pricing; and

•Lower gross margin from Converse (decreasing gross margin approximately 30 basis points).

This was partially offset by:

•Lower warehousing and logistics costs (increasing gross margin approximately 50 basis points), primarily due to channel mix; and

•Favorable changes in net foreign currency exchange rates, including hedges (increasing gross margin approximately 30 basis points).

TOTAL SELLING AND ADMINISTRATIVE EXPENSE

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE 2025 2024 % CHANGE
Demand creation expense(1) $ 1,273 $ 1,122 13 % $ 2,461 $ 2,348 5 %
Operating overhead expense(2) 2,766 2,883 -4 % 5,594 5,705 -2 %
Total selling and administrative expense $ 4,039 $ 4,005 1 % $ 8,055 $ 8,053 %
% of revenues 32.5 % 32.4 % 10 bps 33.4 % 33.6 % -20 bps

(1)Demand creation expense consists of brand marketing expense and sports marketing expense. Brand marketing expense includes advertising and promotion costs such as production and media costs, digital marketing expense, brand events and retail brand presentation costs. Sports marketing expense includes expenses related to endorsement contracts, complimentary product and sports marketing events.

(2)Operating overhead expense consists primarily of wage and benefit-related expenses and other administrative costs, such as research and development costs, bad debt expense, rent, depreciation and amortization and costs related to professional services, certain technology investments, meetings and travel.

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SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Demand creation expense increased 13% due to higher brand marketing expense and higher sports marketing expense. Changes in foreign currency exchange rates increased Demand creation expense by approximately 1 percentage point.

Operating overhead expense decreased 4% due to lower wage-related expense and lower other administrative costs. Changes in foreign currency exchange rates increased Operating overhead expense by approximately 1 percentage point.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Demand creation expense increased 5% primarily due to higher sports marketing expense. Changes in foreign currency exchange rates increased Demand creation expense by approximately 1 percentage point.

Operating overhead expense decreased 2% due to lower other administrative costs, partially offset by higher wage-related expense. Changes in foreign currency exchange rates increased Operating overhead expense by approximately 1 percentage point.

OTHER (INCOME) EXPENSE, NET

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 2025 2024
Other (income) expense, net $ 16 $ (8) $ 39 $ (63)

Other (income) expense, net comprises foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, as well as unusual or non-operating transactions outside the normal course of business.

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Other (income) expense, net decreased from $8 million of other income, net, to $16 million of other expense, net, primarily due to an unfavorable net change in foreign currency conversion gains and losses, including hedges.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Other (income) expense, net decreased from $63 million of other income, net, to $39 million of other expense, net, primarily due to an unfavorable net change in foreign currency conversion gains and losses, including hedges.

INCOME TAXES

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
2025 2024 % CHANGE 2025 2024 % CHANGE
Effective tax rate 20.7 % 17.9 % 280 bps 20.9 % 18.7 % 220 bps

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Our effective tax rate increased from 17.9% to 20.7%, primarily due to changes in earnings mix.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Our effective tax rate increased from 18.7% to 20.9%, primarily due to changes in earnings mix and 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:

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES(1) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES(1)
North America $ 5,633 $ 5,179 9 % 9 % $ 10,653 $ 10,005 6 % 7 %
Europe, Middle East & Africa 3,392 3,303 3 % -1 % 6,723 6,446 4 % 0 %
Greater China 1,423 1,711 -17 % -16 % 2,935 3,377 -13 % -13 %
Asia Pacific & Latin America 1,667 1,744 -4 % -4 % 3,157 3,206 -2 % -2 %
Global Brand Divisions(2) 9 13 -31 % -23 % 18 27 -33 % -32 %
TOTAL NIKE BRAND 12,124 11,950 1 % 1 % 23,486 23,061 2 % 1 %
Converse 300 429 -30 % -31 % 666 930 -28 % -29 %
Corporate(3) 3 (25) (5) (48)
TOTAL NIKE, INC. REVENUES $ 12,427 $ 12,354 1 % 0 % $ 24,147 $ 23,943 1 % -1 %

(1)The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures".

(2)Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.

(3)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.

The primary financial measure used to evaluate performance of our individual reportable operating segments is EBIT. For additional information on our segments, refer to Note 10 — Segment Information in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

The breakdown of EBIT is as follows:

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE 2025 2024 % CHANGE
North America $ 1,261 $ 1,371 -8 % $ 2,395 $ 2,587 -7 %
Europe, Middle East & Africa 733 831 -12 % 1,468 1,623 -10 %
Greater China 191 375 -49 % 568 877 -35 %
Asia Pacific & Latin America 389 460 -15 % 739 862 -14 %
Global Brand Divisions (1,072) (1,133) 5 % (2,264) (2,360) 4 %
TOTAL NIKE BRAND(1) 1,502 1,904 -21 % 2,906 3,589 -19 %
Converse (4) 53 -108 % 35 174 -80 %
Corporate (508) (565) 10 % (1,047) (1,107) 5 %
TOTAL NIKE, INC. EARNINGS BEFORE INTEREST AND TAXES(1) 990 1,392 -29 % 1,894 2,656 -29 %
EBIT margin(1) 8.0 % 11.3 % 7.8 % 11.1 %
Interest (income) expense, net (9) (24) (27) (67)
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 999 $ 1,416 -29 % $ 1,921 $ 2,723 -29 %

(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

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear $ 3,542 $ 3,236 9 % 9 % $ 6,761 $ 6,448 5 % 5 %
Apparel 1,811 1,693 7 % 7 % 3,285 3,024 9 % 9 %
Equipment 280 250 12 % 12 % 607 533 14 % 14 %
TOTAL REVENUES $ 5,633 $ 5,179 9 % 9 % $ 10,653 $ 10,005 6 % 7 %
Revenues by:
Sales to Wholesale Customers $ 3,550 $ 2,866 24 % 24 % $ 6,286 $ 5,341 18 % 18 %
Sales through NIKE Direct 2,083 2,313 -10 % -10 % 4,367 4,664 -6 % -6 %
TOTAL REVENUES $ 5,633 $ 5,179 9 % 9 % $ 10,653 $ 10,005 6 % 7 %
Cost of Sales 3,335 2,896 15 % 6,232 5,523 13 %
Gross profit 2,298 2,283 1 % 4,421 4,482 -1 %
Gross margin 40.8 % 44.1 % -330 bps 41.5 % 44.8 % -330 bps
Demand creation expense 473 382 24 % 915 834 10 %
Operating overhead expense 565 531 6 % 1,112 1,060 5 %
Total selling and administrative expense 1,038 913 14 % 2,027 1,894 7 %
Other segment items (1) (1) (1) 1
EARNINGS BEFORE INTEREST AND TAXES $ 1,261 $ 1,371 -8 % $ 2,395 $ 2,587 -7 %

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•North America revenues increased 9% on a currency-neutral basis. Wholesale revenues increased 24%, primarily driven by the impacts of our marketplace management actions in both the current and prior year, expanded distribution in the current year, as well as shipment growth to existing partners. NIKE Direct revenues decreased 10% due to declines in digital sales of 16% and declines in store sales of 2%. Comparable store sales decreased 1%.

•Footwear revenues increased 9% on a currency-neutral basis. Unit sales of footwear increased 14%, while lower ASP per pair reduced footwear revenues by approximately 5 percentage points. Lower ASP per pair was primarily due to channel mix, partially offset by product mix and strategic pricing.

•Apparel revenues increased 7% on a currency-neutral basis. Unit sales of apparel increased 3%, while higher ASP per unit contributed approximately 4 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to product mix and lower discounts, partially offset by channel mix.

Reported EBIT decreased 8% reflecting higher reported revenues more than offset by:

•Gross margin contraction of 330 basis points, primarily due to new tariffs, partially offset by lower warehousing and logistics costs due to channel mix, and lower inventory obsolescence reserves. ASP was flat as product mix and strategic pricing were offset primarily by channel mix.

•Demand creation expense increased 24% due to higher brand marketing expense and higher sports marketing expense.

•Operating overhead expense increased 6% due to higher other administrative costs and higher wage-related expense.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•North America revenues increased 7% on a currency-neutral basis. Wholesale revenues increased 18%, primarily driven by the impacts of our marketplace management actions and expanded distribution in the current year. NIKE Direct revenues decreased 6% due to declines in digital sales of 13% and declines in store sales of 1%. Comparable store sales decreased 1%.

•Footwear revenues increased 5% on a currency-neutral basis. Unit sales of footwear increased 10%, 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, partially offset by strategic pricing.

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•Apparel revenues increased 9% on a currency-neutral basis. Unit sales of apparel increased 9%, while ASP per unit was flat as product mix and lower discounts were primarily offset by channel mix.

Reported EBIT decreased 7% reflecting higher reported revenues more than offset by 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 due to channel mix and lower inventory obsolescence reserves. Lower ASP primarily reflects channel mix and higher discounts, partially offset by strategic pricing.

•Demand creation expense increased 10% due to higher brand marketing expense and higher sports marketing expense.

•Operating overhead expense increased 5% due to higher wage-related expense and higher other administrative costs.

EUROPE, MIDDLE EAST & AFRICA

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear $ 2,012 $ 1,982 2 % -2 % $ 4,033 $ 3,934 3 % -2 %
Apparel 1,196 1,136 5 % 1 % 2,302 2,129 8 % 3 %
Equipment 184 185 -1 % -5 % 388 383 1 % -4 %
TOTAL REVENUES $ 3,392 $ 3,303 3 % -1 % $ 6,723 $ 6,446 4 % 0 %
Revenues by:
Sales to Wholesale Customers $ 2,188 $ 2,120 3 % 0 % $ 4,449 $ 4,194 6 % 2 %
Sales through NIKE Direct 1,204 1,183 2 % -3 % 2,274 2,252 1 % -4 %
TOTAL REVENUES $ 3,392 $ 3,303 3 % -1 % $ 6,723 $ 6,446 4 % 0 %
Cost of Sales 1,925 1,788 8 % 3,825 3,483 10 %
Gross profit 1,467 1,515 -3 % 2,898 2,963 -2 %
Gross margin 43.2 % 45.9 % -270 bps 43.1 % 46.0 % -290 bps
Demand creation expense 334 313 7 % 647 603 7 %
Operating overhead expense 399 372 7 % 781 738 6 %
Total selling and administrative expense 733 685 7 % 1,428 1,341 6 %
Other segment items 1 (1) 2 (1)
EARNINGS BEFORE INTEREST AND TAXES $ 733 $ 831 -12 % $ 1,468 $ 1,623 -10 %

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•EMEA revenues decreased 1% on a currency-neutral basis. Wholesale revenues were flat. NIKE Direct revenues decreased 3% due to declines in digital sales of 2% and declines in store sales of 5%. Comparable store sales decreased 3%.

•Footwear revenues decreased 2% on a currency-neutral basis. Unit sales of footwear were flat, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to higher discounts, partially offset by product mix.

•Apparel revenues increased 1% on a currency-neutral basis. Unit sales of apparel increased 7%, while lower ASP per unit reduced apparel revenues by approximately 6 percentage points. Lower ASP per unit was primarily due to higher discounts and product mix.

Reported EBIT decreased 12% reflecting higher reported revenues more than offset by:

•Gross margin contraction of 270 basis points, primarily due to lower ASP, reflecting higher discounts and higher product costs, partially offset by lower warehousing and logistics costs and lower inventory obsolescence reserves.

•Demand creation expense increased 7% primarily due to higher brand marketing expense and unfavorable changes in foreign currency exchange rates.

•Operating overhead expense increased 7% primarily due to unfavorable changes in foreign currency exchange rates.

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FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•EMEA revenues were flat on a currency-neutral basis. Wholesale revenues increased 2%. NIKE Direct revenues decreased 4% due to declines in digital sales of 7% and declines in store sales of 2%. Comparable store sales increased 1%.

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

•Apparel revenues increased 3% on a currency-neutral basis. Unit sales of apparel increased 8%, while lower ASP per unit reduced apparel revenues by approximately 5 percentage points. Lower ASP per unit was primarily due to higher discounts.

Reported EBIT decreased 10% reflecting higher reported revenues more than offset by:

•Gross margin contraction of 290 basis points, primarily due to lower ASP, reflecting higher discounts and higher product costs, partially offset by lower warehousing and logistics costs and lower inventory obsolescence reserves.

•Demand creation expense increased 7% due to unfavorable changes in foreign currency exchange rates and higher sports marketing expense, partially offset by lower brand marketing expense, reflecting higher investment in key sports events in the prior year.

•Operating overhead expense increased 6% primarily due to unfavorable changes in foreign currency exchange rates.

GREATER CHINA

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear $ 954 $ 1,203 -21 % -20 % $ 2,063 $ 2,449 -16 % -16 %
Apparel 442 472 -6 % -6 % 804 832 -3 % -3 %
Equipment 27 36 -25 % -24 % 68 96 -29 % -30 %
TOTAL REVENUES $ 1,423 $ 1,711 -17 % -16 % $ 2,935 $ 3,377 -13 % -13 %
Revenues by:
Sales to Wholesale Customers $ 767 $ 904 -15 % -15 % $ 1,660 $ 1,875 -11 % -12 %
Sales through NIKE Direct 656 807 -19 % -18 % 1,275 1,502 -15 % -15 %
TOTAL REVENUES $ 1,423 $ 1,711 -17 % -16 % $ 2,935 $ 3,377 -13 % -13 %
Cost of Sales 836 957 -13 % 1,634 1,812 -10 %
Gross profit 587 754 -22 % 1,301 1,565 -17 %
Gross margin 41.3 % 44.1 % -280 bps 44.3 % 46.3 % -200 bps
Demand creation expense 145 135 7 % 244 249 -2 %
Operating overhead expense 252 252 0 % 490 492 0 %
Total selling and administrative expense 397 387 3 % 734 741 -1 %
Other segment items (1) (8) (1) (53)
EARNINGS BEFORE INTEREST AND TAXES $ 191 $ 375 -49 % $ 568 $ 877 -35 %

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•Greater China revenues decreased 16% on a currency-neutral basis. Wholesale revenues decreased 15%. NIKE Direct revenues decreased 18% due to declines in digital sales of 36% and declines in store sales of 5%. Comparable store sales decreased 7%.

•Footwear revenues decreased 20% on a currency-neutral basis. Unit sales of footwear decreased 20%, while ASP per pair was flat as channel mix was offset by lower discounts.

•Apparel revenues decreased 6% on a currency-neutral basis. Unit sales of apparel decreased 12%, while higher ASP per unit increased apparel revenues by approximately 6 percentage points. Higher ASP per unit was primarily due to product mix, lower discounts and channel mix.

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Reported EBIT decreased 49% reflecting lower reported revenues and the following:

•Gross margin contraction of 280 basis points, primarily due to higher inventory obsolescence reserves and higher product costs, driven by product mix, partially offset by higher ASP.

•Demand creation expense increased 7%, primarily due to higher brand marketing expense.

•Operating overhead expense was flat as higher wage-related expense was offset by lower other administrative costs.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•Greater China revenues decreased 13% on a currency-neutral basis. Wholesale revenues decreased 12%. NIKE Direct revenues decreased 15% due to declines in digital sales of 33% and declines in store sales of 5%. Comparable store sales decreased 6%.

•Footwear revenues decreased 16% on a currency-neutral basis. Unit sales of footwear decreased 15%, while lower ASP per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to channel mix.

•Apparel revenues decreased 3% on a currency-neutral basis. Unit sales of apparel decreased 6%, while higher ASP per unit contributed approximately 3 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to product mix, partially offset by higher discounts.

Reported EBIT decreased 35% reflecting lower reported revenues and the following:

•Gross margin contraction of 200 basis points, primarily due to higher inventory obsolescence reserves and higher product costs, driven by product mix.

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

•Operating overhead expense was flat as lower other administrative costs were offset by higher wage-related expense.

ASIA PACIFIC & LATIN AMERICA

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear $ 1,151 $ 1,234 -7 % -7 % $ 2,212 $ 2,286 -3 % -3 %
Apparel 457 437 5 % 6 % 828 785 5 % 6 %
Equipment 59 73 -19 % -18 % 117 135 -13 % -13 %
TOTAL REVENUES $ 1,667 $ 1,744 -4 % -4 % $ 3,157 $ 3,206 -2 % -2 %
Revenues by:
Sales to Wholesale Customers $ 994 $ 1,030 -3 % -3 % $ 1,943 $ 1,920 1 % 1 %
Sales through NIKE Direct 673 714 -6 % -5 % 1,214 1,286 -6 % -6 %
TOTAL REVENUES $ 1,667 $ 1,744 -4 % -4 % $ 3,157 $ 3,206 -2 % -2 %
Cost of Sales 964 977 -1 % 1,802 1,759 2 %
Gross profit 703 767 -8 % 1,355 1,447 -6 %
Gross margin 42.2 % 44.0 % -180 bps 42.9 % 45.1 % -220 bps
Demand creation expense 109 98 11 % 206 188 10 %
Operating overhead expense 206 209 -1 % 414 397 4 %
Total selling and administrative expense 315 307 3 % 620 585 6 %
Other segment items (1) (4)
EARNINGS BEFORE INTEREST AND TAXES $ 389 $ 460 -15 % $ 739 $ 862 -14 %

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SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•APLA revenues decreased 4% on a currency-neutral basis primarily due to lower revenues in Southeast Asia & India ("SEA&I"), Japan and Korea, partially offset by higher revenues in Pacific and Central & South America ("CASA"). Wholesale revenues decreased 3%. NIKE Direct revenues decreased 5% due to declines in digital sales of 10%, partially offset by an increase in store sales of 1%. Comparable store sales decreased 3%.

•Footwear revenues decreased 7% on a currency-neutral basis. Unit sales of footwear decreased 7%, while ASP per pair was flat as product mix and strategic pricing were offset primarily by higher discounts.

•Apparel revenues increased 6% on a currency-neutral basis. Unit sales of apparel increased 7%, while lower ASP per unit reduced apparel revenues by approximately 1 percentage point. Lower ASP per unit was primarily due to higher discounts and channel mix, partially offset by product mix and strategic pricing.

Reported EBIT decreased 15% reflecting lower reported revenues and the following:

•Gross margin contraction of approximately 180 basis points, primarily due to higher product costs and unfavorable changes in standard foreign currency exchange rates.

•Demand creation expense increased 11%, primarily due to higher sports marketing expense and higher brand marketing expense.

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

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•APLA revenues decreased 2% on a currency-neutral basis primarily due to lower revenues in SEA&I, Korea and Japan, partially offset by higher revenues in CASA and Pacific. Wholesale revenues increased 1%. NIKE Direct revenues decreased 6% due to declines in digital sales of 9% and declines in store sales of 2%. Comparable store sales decreased 5%.

•Footwear revenues decreased 3% on a currency-neutral basis. Unit sales of footwear decreased 2%, 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 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 and channel mix, partially offset by product mix and strategic pricing.

Reported EBIT decreased 14% reflecting lower reported revenues and the following:

•Gross margin contraction of approximately 220 basis points, primarily due to lower ASP, unfavorable changes in standard foreign currency exchange rates and higher product costs.

•Demand creation expense increased 10%, primarily due to higher sports marketing expense and higher brand marketing expense.

•Operating overhead expense increased 4%, primarily due to higher wage-related expense.

GLOBAL BRAND DIVISIONS

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE 2025 2024 % CHANGE
Revenues $ 9 $ 13 -31 % $ 18 $ 27 -33 %
Cost of Sales 152 147 3 % 320 300 7 %
Gross profit (143) (134) -7 % (302) (273) -11 %
Demand creation expense 185 147 26 % 388 389 0 %
Operating overhead expense 744 851 -13 % 1,575 1,697 -7 %
Total selling and administrative expense 929 998 -7 % 1,963 2,086 -6 %
Other segment items 1 (1) 1
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ (1,072) $ (1,133) 5 % $ (2,264) $ (2,360) 4 %

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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.

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Global Brand Divisions' loss before interest and taxes decreased 5%, primarily due to lower Operating overhead expense, partially offset by higher Demand creation expense. Demand creation expense increased 26%, primarily due to higher brand marketing expense and higher sports marketing expense. Operating overhead expense decreased 13%, primarily due to lower wage-related expense and lower other administrative costs.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Global Brand Divisions' loss before interest and taxes decreased 4%, primarily due to lower Operating overhead expense. Demand creation expense was flat as lower brand marketing expense, reflecting higher investment in key sports events in the prior year, was offset by higher sports marketing expense. Operating overhead expense decreased 7%, primarily due to lower other administrative costs and lower wage-related expense.

CONVERSE

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES 2025 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES
Revenues by:
Footwear $ 255 $ 364 -30 % -31 % $ 574 $ 800 -28 % -29 %
Apparel 15 $ 26 -42 % -41 % 27 $ 43 -37 % -38 %
Equipment 5 $ 6 -17 % -19 % 13 $ 18 -28 % -29 %
Other(1) 25 $ 33 -24 % -24 % 52 $ 69 -25 % -26 %
TOTAL REVENUES $ 300 $ 429 -30 % -31 % $ 666 $ 930 -28 % -29 %
Revenues by:
Sales to Wholesale Customers $ 143 $ 212 -33 % -34 % $ 337 $ 488 -31 % -32 %
Sales through Direct to Consumer 132 $ 184 -28 % -29 % 277 $ 373 -26 % -27 %
Other(1) 25 $ 33 -24 % -25 % 52 $ 69 -25 % -25 %
TOTAL REVENUES $ 300 $ 429 -30 % -31 % $ 666 $ 930 -28 % -29 %
Cost of Sales 176 222 -21 % 369 455 -19 %
Gross profit 124 207 -40 % 297 475 -37 %
Gross margin 41.3 % 48.3 % -700 bps 44.6 % 51.1 % -650 bps
Demand creation expense 24 43 -44 % 57 78 -27 %
Operating overhead expense 104 111 -6 % 206 224 -8 %
Total selling and administrative expense 128 154 -17 % 263 302 -13 %
Other segment items (1) (1)
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ (4) $ 53 -108 % $ 35 $ 174 -80 %

(1)Other revenues consist of territories serviced by third-party licensees who pay royalties to Converse for the use of its registered trademarks and other intellectual property rights.

SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

•Converse revenues decreased 31% on a currency-neutral basis driven by declines in all territories. Unit sales decreased 26%, while lower ASP reduced revenues by approximately 5 percentage points. Lower ASP per unit was primarily due to higher discounts and product mix.

•Wholesale revenues decreased 34% on a currency-neutral basis, driven by declines in all territories.

•Direct to consumer revenues decreased 29% on a currency-neutral basis, reflecting reduced traffic in North America and Western Europe.

Reported EBIT decreased 108% reflecting lower reported revenues and the following:

•Gross margin contraction of approximately 700 basis points, primarily due to lower ASP, reflecting higher discounts and higher product costs.

•Demand creation expense decreased 44%, primarily due to lower brand marketing expense.

•Operating overhead expense decreased 6%, primarily due to lower other administrative costs.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

•Converse revenues decreased 29% on a currency-neutral basis driven by declines in all territories. Unit sales decreased 24%, while lower ASP reduced revenues by approximately 6 percentage points. Lower ASP per unit was primarily due to higher discounts and product mix.

•Wholesale revenues decreased 32% on a currency-neutral basis, driven by declines in all territories.

•Direct to consumer revenues decreased 27% on a currency-neutral basis, reflecting reduced traffic in North America and Western Europe.

Reported EBIT decreased 80% reflecting lower reported revenues and the following:

•Gross margin contraction of approximately 650 basis points, primarily due to lower ASP, reflecting higher discounts and higher product costs.

•Demand creation expense decreased 27%, primarily due to lower brand marketing expense.

•Operating overhead expense decreased 8%, primarily due to lower other administrative costs.

CORPORATE

THREE MONTHS ENDED NOVEMBER 30, SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 % CHANGE 2025 2024 % CHANGE
Revenues $ 3 $ (25) $ (5) $ (48)
Cost of Sales (6) (22) (23) (35)
Gross profit 9 (3) 18 (13)
Demand creation expense 3 4 -25 % 4 7 -43 %
Operating overhead expense 496 557 -11 % 1,016 1,097 -7 %
Total selling and administrative expense 499 561 -11 % 1,020 1,104 -8 %
Other segment items 18 1 45 (10)
EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ (508) $ (565) 10 % $ (1,047) $ (1,107) 5 %

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.

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SECOND QUARTER OF FISCAL 2026 COMPARED TO SECOND QUARTER OF FISCAL 2025

Corporate's loss before interest and taxes decreased $57 million, primarily due to the following:

•a favorable change of $61 million in Operating overhead expense primarily related to lower wage-related expense and lower other administrative costs;

•a favorable change in net foreign currency gains and losses of $20 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 $28 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.

FIRST SIX MONTHS OF FISCAL 2026 COMPARED TO FIRST SIX MONTHS OF FISCAL 2025

Corporate's loss before interest and taxes decreased $60 million, primarily due to the following:

•a favorable change of $81 million in Operating overhead expense primarily related to lower other administrative costs and lower wage-related expense;

•a favorable change in net foreign currency gains and losses of $37 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 $65 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 and six months ended November 30, 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 $123 million and $336 million for the three and six months ended November 30, 2025, respectively. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a benefit of approximately $27 million and $81 million for the three and six months ended November 30, 2025, respectively.

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 no impact on our Income before income taxes for the three months ended November 30, 2025, and a favorable impact of approximately $17 million on our Income before income taxes for the six months ended November 30, 2025.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW ACTIVITY

SIX MONTHS ENDED NOVEMBER 30,
(Dollars in millions) 2025 2024 CHANGE
Cash provided (used by):
Operations $ 801 $ 1,443
Investing activities (108) (240) 132
Financing activities (1,177) (3,070) 1,893
Effect of exchange rate changes on cash and equivalents (6) (14) 8
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS $ (490) $ (1,881)

All values are in US Dollars.

Cash provided by operations decreased $642 million. This was driven by a decrease of $580 million in Net income, adjusted for non-cash items, and a decrease of $62 million related to changes in certain working capital components and other assets. The change in working capital was primarily driven by unfavorable changes in Accounts payable and Accounts receivable. The change in Accounts payable was primarily due to lower inventory purchases and the timing of payments, and the change in Accounts receivable was primarily due to increased wholesale revenues. This was partially offset by a change in Inventories due to lower purchases partially offset by increases in product costs, inclusive of higher tariffs in North America.

Cash used by investing activities decreased $132 million, primarily driven by the net change in short-term investments (including sales, maturities and purchases), partially offset by increased additions to Property, plant and equipment.

Cash used by financing activities decreased $1,893 million, primarily driven by lower share repurchases.

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During the first six months of fiscal 2026, we purchased a total of 1.8 million shares of NIKE's Class B Common Stock for $122.4 million (an average price of $67.63 per share) under the four-year, $18 billion share repurchase program approved by the Board of Directors in June 2022. As of November 30, 2025, we had 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. No shares were repurchased during the quarter ended November 30, 2025. We paused repurchases under this program during the first quarter of fiscal 2026, 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 any future share repurchases to come from operating cash flows and excess cash.

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 November 30, 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 A2 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. In November 2025, Moody's Investor Services downgraded our debt rating from A1 to A2. Despite the downgrade, our facility fees and interest rates remain unchanged. As of November 30, 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 November 30, 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 November 30, 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 November 30, 2025, we had Cash and equivalents and Short-term investments totaling $8.3 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 November 30, 2025, the weighted average days to maturity of our cash equivalents and short-term investments portfolio was 115 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.

CONTRACTUAL OBLIGATIONS

Refer to Note 11 — Commitments and Contingencies in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional information related to our bank guarantees and letters of credit.

OFF-BALANCE SHEET ARRANGEMENTS

As of November 30, 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 November 30, 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 and growth initiatives, 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 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 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 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 November 30, 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. No shares were repurchased during the quarter ended November 30, 2025. We paused repurchases under this program during the first quarter of fiscal 2026, due to lower operating cash flows in the current year.

All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the Company repurchases shares.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended November 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:

On October 8, 2025, Matthew Friend, Executive Vice President and Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 153,128 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is July 20, 2027.

On October 24, 2025, Phil McCartney, Executive Vice President, Chief Innovation, Design & Product Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 36,921 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is September 30, 2026.

On November 5, 2025, Rob Leinwand, Executive Vice President, Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 12,013 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is September 30, 2026.

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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).
10.1 NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1to the Company's Current Report on Form 8-K filed September11, 2025).*
10.2 Letter Agreement, dated December 1, 2025, between NIKE, Inc. and Craig Williams.*
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

* Management contract or compensatory plan or arrangement.

† 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.<br><br>an Oregon Corporation
By: /s/ Matthew Friend<br><br>Matthew Friend<br><br>Chief Financial Officer and Authorized Officer
Date: December 30, 2025

48

Document

Exhibit 10.2

image_0a.jpg

December 1, 2025

Craig Williams

Address on file with the Company

Re:    Transition

Dear Craig:

This letter memorializes our recent discussions and understanding regarding the elimination of the Executive Vice President, Chief Commercial Officer role and your resulting transition from NIKE, Inc. (the “Company”). On behalf of the Company, I want to thank you for your years of service and leadership.

1.Transition and Retirement. Your service as Executive Vice President, Chief Commercial Officer and as an officer of the Company will continue until December 5, 2025 (the “Transition Date”). You will remain a full-time non-executive employee of the Company until April 6, 2026 (the “Separation Date”).

Nothing in this letter alters the employment-at-will relationship between the Company and you. You are expected to follow all Company policies and procedures through the Separation Date.

2.Compensation and Benefits. For the remainder of the term of your employment through the Separation Date, your annual base salary and employee benefit plan eligibility will remain unchanged. For the avoidance of doubt, you will not be eligible to participate in the Company’s Executive Performance Sharing Plan (or any other incentive plan, including the long-term incentive plan) for the Company’s 2026 fiscal year.

As you will remain an active employee of the Company following the Transition Date, your outstanding equity awards (the “Awards”) will continue to vest in accordance with their terms through the Separation Date. For the avoidance of doubt, you are “early retirement eligible” and “retirement eligible” for purposes of your outstanding Awards and your termination of employment on the Separation Date will be treated as an involuntary termination without cause (or, as applicable, as a result of a Reduction in Force) for purposes of your outstanding Awards as set forth in the applicable award agreement (the “Equity Treatment”).

3.Covenant Not to Compete. The Covenant Not to Compete and Non-Disclosure Agreement by and between you and the Company, effective on or around June 1, 2023 (the “Noncompetition Agreement”) will remain in full force and effect pursuant to its terms. The Restriction Period thereunder will commence on the Separation Date, and pursuant to the terms of the Noncompetition Agreement, you will be eligible to receive the benefits payable under the Noncompetition Agreement upon the Company’s termination of your employment without cause and enforcement of such agreement (the “Non-Compete Payments”) for up to 12 months.

4.Release Requirement. Your continued employment by the Company through the Separation Date and the Equity Treatment are conditioned on (i) your executing the general release and waiver of claims attached as Exhibit A (the “Release”) no later than the Transition Date and

(ii) your reaffirming and causing to become irrevocable the supplemental general release and waiver of claims attached as Exhibit B (the “Supplemental Release”),which incorporates the release of Age Discrimination in Employment Act (ADEA) claims and related procedures) within the twenty-eight day period following the Separation Date (clauses (i) and (ii), together, the “Release Requirement”).

5.Non-Disparagement. At all times during your employment with the Company and perpetually thereafter, to the fullest extent permitted by law and subject to Section 6 (Whistleblower Protections) below, you agree that you will not make any defamatory or derogatory statements concerning the Company or any of its affiliates or predecessors and their respective officers, directors or employees, nor will you authorize, encourage or participate with anyone to make such statements.

6.Whistleblower Protections. Notwithstanding the foregoing, nothing in this letter (or the Release or Supplemental Release) is intended to, and Section 5 above will not, (i) preclude you from disclosing or discussing information lawfully acquired about wages, hours or other terms and conditions of employment if used for purposes protected by Section 7 of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining or engaging in other concerted activity for the mutual aid or protection of employees or (ii) limit your rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and you do not need the Company’s permission to do so. In addition, it is understood that nothing in this letter (or the Release or Supplemental Release) shall require you to notify the Company of a request for information from any governmental entity or self-regulatory authority or of your decision to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority. Notwithstanding the foregoing, you recognize that, in connection with the provision of information to any governmental entity or self-regulatory authority, you must inform such governmental entity or self-regulatory authority that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third party,

including any governmental entity or self-regulatory authority, information you came to learn during your service to the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

7.General Provisions. This letter, together with the Noncompetition Agreement and the Employee Invention and Secrecy Agreement, effective on or around June 1, 2023, which will remain in full force and effect pursuant to its terms, constitutes the entire agreement of the parties related to the subject matter hereof. No waiver, amendment, modification or cancellation of any term or condition of this letter will be effective unless executed in writing by both the Company and you. This letter may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same. This letter will be governed by Oregon law, without reference to principles of conflict of laws.

*    *    *

Sincerely, NIKE, Inc.

By:        /s/ Elliott Hill     Name:    Elliott Hill

Title:    President & Chief Executive Officer

By:        /s/ Craig Williams     Name:    Craig Williams

Document

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Elliott Hill, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended November 30, 2025 of NIKE, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: December 30, 2025
/s/ Elliott Hill
Elliott Hill
Chief Executive Officer

Document

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew Friend, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended November 30, 2025 of NIKE, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: December 30, 2025
/s/ Matthew Friend
Matthew Friend
Chief Financial Officer

Document

Exhibit 32.1

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended November 30, 2025.

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of NIKE, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended November 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 30, 2025
/s/ Elliott Hill
Elliott Hill
Chief Executive Officer

Document

Exhibit 32.2

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended November 30, 2025.

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of NIKE, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended November 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 30, 2025
/s/ Matthew Friend
Matthew Friend
Chief Financial Officer