Form 8-K

8-K — NIKE, Inc.

Accession: 0000320187-26-000076

Filed: 2026-06-30

Period: 2026-06-30

CIK: 0000320187

SIC: 3021 (RUBBER & PLASTICS FOOTWEAR)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nke-20260630.htm (Primary)

EX-99.1 (q4fy26exhibit991er.htm)

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8-K

8-K (Primary)

Filename: nke-20260630.htm · Sequence: 1

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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

June 30, 2026

Date of Report (date of earliest event reported)

NIKE, Inc.

(Exact name of registrant as specified in its charter)

Oregon

1-10635 93-0584541

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

ONE BOWERMAN DRIVE

BEAVERTON, OR 97005-6453

(Address of principal executive offices and zip code)

(503) 671-6453

Registrant's telephone number, including area code

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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.

☐

Item 2.02 Results of Operations and Financial Condition

Today NIKE, Inc. issued a press release disclosing financial results for the fiscal quarter and year ended May 31, 2026. The text of the release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished with this Form 8-K:

Exhibit No. Exhibit

99.1

NIKE, Inc. Press Release dated June 30, 2026

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 30, 2026

By: /s/ Matthew Friend

Matthew Friend

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: q4fy26exhibit991er.htm · Sequence: 2

Document

Investor Contact: Media Contact:

Paul Trussell Sandra Carreon-John

investor.relations@nike.com

media.relations@nike.com

NIKE, INC. REPORTS FISCAL 2026 FOURTH QUARTER

AND FULL YEAR RESULTS

BEAVERTON, Ore., June 30, 2026 — NIKE, Inc. (NYSE:NKE) today reported financial results for its fiscal 2026 fourth quarter and full year ended May 31, 2026.

•Full year revenues were $46.4 billion, flat on a reported basis and down 2 percent on a currency-neutral basis*

•Fourth quarter revenues were $11.0 billion, down 1 percent on a reported basis and down 4 percent on a currency-neutral basis

•Wholesale revenues for the fourth quarter were $6.6 billion, up 4 percent on a reported basis and up 1 percent on a currency-neutral basis

•NIKE Direct revenues for the fourth quarter were $4.1 billion, down 7 percent on a reported basis and down 9 percent on a currency-neutral basis

•Gross margin for the fourth quarter increased 890 basis points to 49.2 percent, including an approximately 900 basis point benefit due to the expected recovery of the International Emergency Economic Powers Act ("IEEPA") tariffs

•Diluted earnings per share was $0.72 for the fourth quarter, including a $0.52 benefit related to the expected recovery of the IEEPA tariffs

"In fiscal 2026, we took decisive actions to strengthen the foundation of NIKE, Inc. and reposition our business for long-term growth," said Elliott Hill, President and Chief Executive Officer, NIKE, Inc. "We made meaningful structural improvements to lay the groundwork for our Sport Offense across our team culture, innovative product, brand strength, and how we serve consumers in our countries and cities. While we continue to face top-line headwinds, we're encouraged by progress in performance product and are focused on consistent execution, improved profitability and scaling our wins to realize our full potential."

"We delivered fourth quarter results in line with our expectations, demonstrating financial discipline in an increasingly challenging operating environment, where sell-through remains challenged," said Matthew Friend, Executive Vice President and Chief Financial Officer, NIKE, Inc. "We are improving the health of our business, managing our product portfolio and investing in marketplace elevation, while adjusting our operating costs for greater efficiency over time."

Fourth Quarter Income Statement Review

•Revenues for NIKE, Inc. were $11.0 billion, down 1 percent on a reported basis and down 4 percent on a currency-neutral basis.

◦Revenues for the NIKE Brand were $10.7 billion, flat on a reported basis and down 3 percent on a currency-neutral basis, primarily due to declines in Greater China and EMEA, partially offset by growth in North America.

◦Wholesale revenues were $6.6 billion, up 4 percent on a reported basis and up 1 percent on a currency-neutral basis, primarily due to growth in North America, partially offset by declines in Greater China.

◦NIKE Direct revenues were $4.1 billion, down 7 percent on a reported basis and down 9 percent on a currency-neutral basis, due to a 12 percent decrease in NIKE Brand Digital and a 7 percent decrease in NIKE-owned stores.

◦Revenues for Converse were $244 million, down 32 percent on a reported basis and down 34 percent on a currency-neutral basis, due to declines across all territories.

•Gross margin increased 890 basis points to 49.2 percent, primarily due to the expected recovery of the IEEPA tariffs. The expected recovery of the IEEPA tariffs of $986 million increased gross margin by approximately 900 basis points.

•Selling and administrative expense decreased 2 percent to $4.1 billion.

◦Demand creation expense was $1.2 billion, down 4 percent, primarily due to lower brand marketing expense, partially offset by unfavorable changes in foreign currency exchange rates.

◦Operating overhead expense was $2.9 billion, down 1 percent, due to lower other administrative costs, partially offset by unfavorable changes in foreign currency exchange rates and higher wage-related expense.

•The effective tax rate was 19.6 percent, compared to 33.6 percent for the same period last year, primarily due to stock-based compensation and prior year one-time items that had an outsized impact on the tax rate because of lower pre-tax income in the prior year.

•Net income was $1.1 billion, up 407 percent, and Diluted earnings per share was $0.72, including a $0.52 benefit related to the expected recovery of the IEEPA tariffs.

Fiscal 2026 Income Statement Review

•Revenues for NIKE, Inc. were $46.4 billion, flat on a reported basis and down 2 percent on a currency-neutral basis.

◦Revenues for the NIKE Brand were $45.2 billion, up 1 percent on a reported basis and down 1 percent on a currency-neutral basis, primarily due to declines in Greater China and EMEA, partially offset by growth in North America.

◦Wholesale revenues were $27.5 billion, up 6 percent on a reported basis and up 4 percent on a currency-neutral basis.

◦NIKE Direct revenues were $17.7 billion, down 6 percent on a reported basis and down 8 percent on a currency-neutral basis, due to a 12 percent decrease in NIKE Brand Digital and a 4 percent decrease in NIKE-owned stores.

◦Revenues for Converse were $1.2 billion, down 31 percent on a reported basis and down 32 percent on a currency-neutral basis, due to declines across all territories.

•Gross margin increased 20 basis points to 42.9 percent.

•Selling and administrative expense was flat compared to the prior year at $16.1 billion.

◦Demand creation expense was $4.8 billion, up 1 percent, due to higher sports marketing expense and unfavorable changes in foreign currency exchange rates, partially offset by lower brand marketing expense, reflecting higher investment in key sports events in the prior year.

◦Operating overhead expense was $11.4 billion, flat compared to the prior year as lower other administrative costs were offset by higher wage-related expense, driven by employee severance costs, and unfavorable changes in foreign currency exchange rates.

•The effective tax rate was 20.3 percent, compared to 17.1 percent for the same period last year, primarily due to a prior year one-time, non-cash deferred tax benefit provided by U.S. tax regulations related to foreign currency gains and losses.

•Net income was $3.1 billion, down 3 percent, and Diluted earnings per share was $2.10, a decrease of 3 percent.

May 31, 2026 Balance Sheet Review

•Inventories for NIKE, Inc. were $7.5 billion, flat compared to the prior year, primarily reflecting an increase in units, offset by shifts in product mix.

•Cash and equivalents and short-term investments were $9.0 billion, down approximately $0.1 billion from last year, as cash generated from operations, which includes approximately $0.3 billion of cash received from IEEPA tariff recoveries, was more than offset by cash dividends and capital expenditures.

Shareholder Returns

NIKE has a strong track record of returns to shareholders. In the fourth quarter, the Company returned approximately $609 million to shareholders through dividends, up 3 percent from the prior year.

In fiscal 2026, the Company returned approximately $2.5 billion to shareholders, including:

•Dividends of $2.4 billion, up 5 percent from the prior year.

•Share repurchases of $123 million, reflecting 1.8 million shares retired as part of the Company's four-year, $18 billion program approved by the Board of Directors.

Conference Call

NIKE, Inc. management will host a conference call beginning at approximately 2:00 p.m. PT on June 30, 2026, to review fiscal fourth quarter and full year results. The conference call will be broadcast live via the Internet and can be accessed at http://investors.nike.com. For those unable to listen to the live broadcast, an archived version will be available at the same location through approximately 9:00 p.m. PT, July 24, 2026.

About NIKE, Inc.

NIKE, Inc., based near Beaverton, Oregon, is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Converse, a wholly-owned NIKE, Inc. subsidiary brand, designs, markets and distributes athletic lifestyle footwear, apparel and accessories. For more information, NIKE, Inc.'s earnings releases and other financial information are available on the Internet at http://investors.nike.com. Individuals can also visit http://news.nike.com and follow @NIKE.

Forward-Looking Statements

This press release contains forward-looking statements regarding our expectations of our future results and our strategy, which involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by NIKE with the U.S. Securities and Exchange Commission (SEC), including Forms 8-K, 10-Q and 10-K.

Non-GAAP financial measure. See additional information in the accompanying Divisional Revenues table.

(Tables Follow)

NIKE, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

THREE MONTHS ENDED % TWELVE MONTHS ENDED %

(In millions, except per share data) 5/31/2026 5/31/2025 Change 5/31/2026 5/31/2025 Change

Revenues $ 10,972 $ 11,097 -1 % $ 46,398 $ 46,309 0 %

Cost of sales 5,579 6,628 -16 % 26,487 26,519 0 %

Gross profit 5,393 4,469 21 % 19,911 19,790 1 %

Gross margin 49.2 % 40.3 % 42.9 % 42.7 %

Demand creation expense 1,203 1,253 -4 % 4,754 4,689 1 %

Operating overhead expense 2,879 2,895 -1 % 11,360 11,399 0 %

Total selling and administrative expense 4,082 4,148 -2 % 16,114 16,088 0 %

% of revenues 37.2 % 37.4 % 34.7 % 34.7 %

Interest (income) expense, net (8) (22) — (50) (107) —

Other (income) expense, net (10) 25 — (53) (76) —

Income before income taxes 1,329 318 318 % 3,900 3,885 0 %

Income tax expense

260 107 143 % 792 666 19 %

Effective tax rate 19.6 % 33.6 % 20.3 % 17.1 %

NET INCOME $ 1,069 $ 211 407 % $ 3,108 $ 3,219 -3 %

Earnings per common share:

Basic $ 0.72 $ 0.14 414 % $ 2.10 $ 2.17 -3 %

Diluted $ 0.72 $ 0.14 414 % $ 2.10 $ 2.16 -3 %

Weighted average common shares outstanding:

Basic 1,482.6 1,476.7 1,479.8 1,484.9

Diluted 1,482.9 1,477.7 1,481.0 1,487.6

Dividends declared per common share $ 0.410 $ 0.400 $ 1.630 $ 1.570

NIKE, Inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

May 31, May 31, % Change

(Dollars in millions) 2026 2025

ASSETS

Current assets:

Cash and equivalents $ 7,563 $ 7,464 1 %

Short-term investments 1,464 1,687 -13 %

Accounts receivable, net 5,931 4,717 26 %

Inventories 7,501 7,489 0 %

Prepaid expenses and other current assets 2,144 2,005 7 %

Total current assets 24,603 23,362 5 %

Property, plant and equipment, net 4,796 4,828 -1 %

Operating lease right-of-use assets, net 2,838 2,712 5 %

Identifiable intangible assets, net 259 259 0 %

Goodwill 240 240 0 %

Deferred income taxes and other assets 5,674 5,178 10 %

TOTAL ASSETS $ 38,410 $ 36,579 5 %

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt $ 2,000 $ — 100 %

Accounts payable 3,600 3,479 3 %

Current portion of operating lease liabilities 478 502 -5 %

Accrued liabilities 6,092 5,916 3 %

Income taxes payable 377 669 -44 %

Total current liabilities 12,547 10,566 19 %

Long-term debt 5,942 7,961 -25 %

Operating lease liabilities 2,613 2,550 2 %

Deferred income taxes and other liabilities 2,443 2,289 7 %

Redeemable preferred stock — — —

Shareholders’ equity 14,865 13,213 13 %

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 38,410 $ 36,579 5 %

NIKE, Inc.

DIVISIONAL REVENUES

(Unaudited)

% Change Excluding Currency Changes1

THREE MONTHS ENDED % TWELVE MONTHS ENDED %

(Dollars in millions) 5/31/2026 5/31/2025 Change 5/31/2026 5/31/2025 Change

North America

Footwear $ 3,230 $ 3,104 4 % 4 % $ 13,317 $ 12,684 5 % 5 %

Apparel 1,310 1,303 1 % 0 % 6,075 5,837 4 % 4 %

Equipment 292 296 -1 % -2 % 1,119 1,051 6 % 6 %

Total 4,832 4,703 3 % 3 % 20,511 19,572 5 % 5 %

Europe, Middle East & Africa

Footwear 1,821 1,893 -4 % -9 % 7,643 7,569 1 % -5 %

Apparel 982 929 6 % 0 % 4,210 3,971 6 % 0 %

Equipment 172 178 -3 % -9 % 719 717 0 % -6 %

Total 2,975 3,000 -1 % -6 % 12,572 12,257 3 % -3 %

Greater China

Footwear 938 1,074 -13 % -17 % 4,188 4,805 -13 % -15 %

Apparel 334 372 -10 % -15 % 1,535 1,616 -5 % -7 %

Equipment 25 30 -17 % -21 % 124 165 -25 % -26 %

Total 1,297 1,476 -12 % -17 % 5,847 6,586 -11 % -13 %

Asia Pacific & Latin America

Footwear 1,114 1,114 0 % -2 % 4,377 4,452 -2 % -3 %

Apparel 420 398 6 % 4 % 1,629 1,541 6 % 5 %

Equipment 62 63 -2 % -3 % 237 258 -8 % -9 %

Total 1,596 1,575 1 % -1 % 6,243 6,251 0 % -1 %

Global Brand Divisions2

24 9 167 % 150 % 49 48 2 % 2 %

TOTAL NIKE BRAND3

10,724 10,763 0 % -3 % 45,222 44,714 1 % -1 %

Converse 244 357 -32 % -34 % 1,174 1,692 -31 % -32 %

Corporate4

4 (23) — — 2 (97) — —

TOTAL NIKE, INC. REVENUES $ 10,972 $ 11,097 -1 % -4 % $ 46,398 $ 46,309 0 % -2 %

TOTAL NIKE BRAND3

Footwear $ 7,103 $ 7,185 -1 % -4 % $ 29,525 $ 29,510 0 % -2 %

Apparel 3,046 3,002 1 % -1 % 13,449 12,965 4 % 2 %

Equipment 551 567 -3 % -5 % 2,199 2,191 0 % -2 %

Global Brand Divisions2

24 9 167 % 150 % 49 48 2 % 2 %

TOTAL NIKE BRAND REVENUES3

$ 10,724 $ 10,763 0 % -3 % $ 45,222 $ 44,714 1 % -1 %

1 The percent change has been calculated using actual exchange rates in use during the comparative prior year period and is provided to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations, which is considered a non-GAAP financial measure. Management uses this non-GAAP financial measure when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes this non-GAAP financial measure provides investors with additional financial information that should be considered when assessing the Company's underlying business performance and trends. References to this measure 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 non-GAAP measures used by other companies.

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

3 Included in NIKE Brand revenues are sales of Jordan Brand products which were $7,034 million in fiscal 2026 compared to $7,270 million in fiscal 2025, down 3% on a reported basis and down 5% on a currency-neutral basis.

4 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 the Company's central foreign exchange risk management program.

NIKE, Inc.

EARNINGS BEFORE INTEREST AND TAXES ("EBIT")1

(Unaudited)

THREE MONTHS ENDED % TWELVE MONTHS ENDED %

(Dollars in millions) 5/31/2026 5/31/2025 Change 5/31/2026 5/31/2025 Change

North America2

$ 2,000 $ 1,045 91 % $ 5,376 $ 4,735 14 %

Europe, Middle East & Africa 434 472 -8 % 2,417 2,575 -6 %

Greater China 243 304 -20 % 1,278 1,602 -20 %

Asia Pacific & Latin America 316 319 -1 % 1,387 1,527 -9 %

Global Brand Divisions3

(1,130) (1,246) 9 % (4,603) (4,699) 2 %

TOTAL NIKE BRAND EBIT1

1,863 894 108 % 5,855 5,740 2 %

Converse2

23 27 -15 % 18 240 -93 %

Corporate4

(565) (625) 10 % (2,023) (2,202) 8 %

TOTAL NIKE, INC. EBIT1

1,321 296 346 % 3,850 3,778 2 %

Interest (income) expense, net (8) (22) — (50) (107) —

Income tax expense 260 107 143 % 792 666 19 %

NET INCOME $ 1,069 $ 211 407 % $ 3,108 $ 3,219 -3 %

Total NIKE, Inc. Revenues $ 10,972 $ 11,097 -1 % $ 46,398 $ 46,309 0 %

Net income margin 9.7 % 1.9 % 6.7 % 7.0 %

EBIT margin1

12.0 % 2.7 % 8.3 % 8.2 %

1 Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT margin are considered non-GAAP financial measures. EBIT is calculated as Net income before Interest (income) expense, net and Income tax expense. EBIT margin is calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. References to EBIT and EBIT margin 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 non-GAAP measures used by other companies. Management uses these non-GAAP financial measures when evaluating the Company's performance, including segment performance, 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 the Company's underlying business performance and trends.

2 On February 20, 2026, the U.S. Supreme Court ruled that U.S. tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the U.S. were unauthorized. During the fourth quarter of fiscal 2026, the Company deemed the recovery of IEEPA tariffs paid to be probable. For the three and twelve months ended May 31, 2026, North America and Converse include a $965 million and $21 million benefit, respectively, for the expected recovery of the IEEPA tariffs paid on goods imported into the U.S. For the twelve months ended May 31, 2026, the benefit largely offsets the impact of the IEEPA tariffs recognized during fiscal 2026.

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

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

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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