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

September 9 30, 2025

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.

o☐

Item 52.02 –Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Condition

OnToday ~~July 17, 2025, the Board of Directors of~~ NIKE, Inc. ~~(the~~issued ~~“Company”)~~a ~~adopted~~press anrelease ~~amendment~~disclosing ~~and~~financial ~~restatement~~results of the NIKE, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), subject to shareholder approval at the Company’s annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on September 9, 2025, the Company’s shareholders approved the Plan to, among other changes, increase the number of shares of the Company’s Class B Common Stock authorized for ~~issuance under~~ the ~~Plan~~fiscal byquarter ~~45,000,000~~ended ~~shares. A description of the Plan was set forth in the Company’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 17~~August 31, 2025 ~~(the “Proxy Statement”) in the section titled “Summary of the Stock Incentive Plan~~.” The ~~descriptions~~text of the ~~Plan~~release ~~contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which~~ is ~~attached~~furnished ~~hereto~~herewith as Exhibit 1099.1 ~~and incorporated herein by reference~~.

Item 59.~~07.~~01 ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders.~~Exhibits

The Company held its annual meeting of shareholders virtually on Tuesday, September 9, 2025. The following matters were submitted to a vote of the shareholders, the results of which were as follows:

Proposal 1 - Election of Directors

Directors Elected by Holders of Class A Common Stock:

	Votes Cast For	Votes Withheld	Broker Non-Votes
Timothy Cook	288,247,848	0	0
Thasunda Duckett	288,247,848	0	0
Maria Henry	288,247,848	0	0
Peter Henry	288,247,848	0	0
Elliott Hill	288,247,848	0	0
Travis Knight	288,247,848	0	0
Jørgen Vig Knudstorp	288,247,848	0	0
Mark Parker	288,247,848	0	0
Michelle Peluso	288,247,848	0	0

Directors Elected by Holders of Class B Common Stock:

	Votes Cast For	Votes Withheld	Broker Non-Votes
Mónica Gil	830,559,891	25,468,681	120,785,668
John Rogers, Jr.	554,235,146	301,793,426	120,785,668
Robert Swan	840,231,558	15,797,014	120,785,668

Proposal 2 - Advisory Vote on Executive Compensation

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,065,823,346						72,948,569						5,504,505						120,785,668

Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2026

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,190,945,670						72,877,368						1,239,050						0

Proposal 4 - Approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated

Class A and Class B Common Stock Voting Together:

For						Against						Abstain						Broker Non-Votes
1,091,712,762						50,754,147						1,809,511						120,785,668

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Exhibit
10.1			NIKE, Inc. Stock Incentive Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


Exhibit No.						Exhibit
99.1						NIKE, Inc. Press Release dated September 30, 2025
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:	September 1130, 2025	By:	/s/ Matthew Friend
			Matthew Friend
			Executive Vice President and Chief Financial Officer

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