UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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(503 ) 671-6453
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 15, 2026, John W. Rogers, Jr. notified NIKE, Inc. (the “Company”) of his decision to retire as a member of the Board of Directors of the Company (the “Board”), effective as of the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). Therefore, Mr. Rogers will not stand for re-election at the 2026 Annual Meeting and the size of the Board is expected to decrease to eleven directors, effective as of the 2026 Annual Meeting. Mr. Rogers is a director in good standing, and his decision to retire is not because of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. The Company currently expects to enter into a consulting arrangement with Mr. Rogers pursuant to which Mr. Rogers will continue to provide advice to the Company on the future of sport and community engagement following the effective date of his retirement.
Item 7.01. Regulation FD Disclosure
The Company issued a press release on June 18, 2026, announcing Mr. Rogers’ retirement described in Item 5.02 above, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release is being furnished pursuant to Item 7.01 of Form 8-K and the information included therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 hereunto duly authorized.
| NIKE, Inc. (Registrant) | |||||||||||
| Date: | June 18, 2026 | By: | /s/ Robert Leinwand | ||||||||
| Robert Leinwand | |||||||||||
| Executive Vice President, Chief Legal Officer | |||||||||||