# Nike, Inc. (NKE) - Recent Events (Form 8-K)

## Filings that contain financial statements

Nike furnishes its quarterly results in an Exhibit 99.1 earnings release attached to a Form 8-K. These releases carry unaudited statements and are useful for tracing figures to a source filing.

- Form 8-K filed October 1, 2026 (accession 0000320187-26-000184): first quarter of fiscal 2027, three months ended August 31, 2026, with the comparative quarter ended August 31, 2025. Holds a consolidated statement of income, a consolidated balance sheet and divisional revenue tables. It does not include a cash flow statement.
- Form 8-K filed June 30, 2026 (accession 0000320187-26-000076): fourth quarter and full fiscal year 2026, period ended May 31, 2026. Holds a consolidated statement of income (three months and twelve months), a consolidated balance sheet and divisional revenue tables.
- Form 8-K filed March 31, 2026 (accession 0000320187-26-000026): third quarter of fiscal 2026, three and nine months ended February 28, 2026. Holds a consolidated statement of income, a consolidated balance sheet and divisional revenue tables.
- Form 8-K filed December 18, 2025 (accession 0000320187-25-000138): second quarter of fiscal 2026, three and six months ended November 30, 2025. Holds a consolidated statement of income, a consolidated balance sheet and divisional revenue tables.
- Form 8-K filed September 30, 2025 (accession 0000320187-25-000091): first quarter of fiscal 2026, three months ended August 31, 2025, with the comparative quarter ended August 31, 2024. Holds a consolidated statement of income, a consolidated balance sheet, divisional revenue tables and an earnings before interest and taxes table. It does not include a cash flow statement.

## Earnings releases

**October 1, 2026 - first quarter of fiscal 2027 (0000320187-26-000184).** Revenues were $11.2 billion ($11,213 million), down 4 percent as reported and down 5 percent currency-neutral, against $11,720 million a year earlier. Gross margin rose 60 basis points to 42.8 percent, driven by lower warehousing and logistics costs. Selling and administrative expense fell 3 percent to $3.9 billion. Net income was $712 million, down 2 percent, and diluted earnings per share was $0.48 against $0.49. NIKE Brand revenues were $11.0 billion, down 4 percent, with declines in Greater China and EMEA partly offset by growth in North America. NIKE Direct was down 8 percent, and Converse revenues of $263 million were down 28 percent. Cash and equivalents plus short-term investments were $8.4 billion, and the company returned about $610 million through dividends.

**Fiscal 2027 outlook (same release).** Management expects revenues to decline high-single digits for fiscal 2027, an effective tax rate in the mid-20 percent range, and adjusted diluted earnings per share of $1.15 to $1.35. That range excludes about $0.15 of restructuring expense related to the Pace program (below). The release does not describe the outlook as a change from a prior outlook.

**June 30, 2026 - fourth quarter and fiscal 2026 (0000320187-26-000076).** Full-year revenues were $46.4 billion, flat as reported and down 2 percent currency-neutral. Fourth-quarter revenues were $11.0 billion, down 1 percent. Fourth-quarter gross margin rose 890 basis points to 49.2 percent, including a benefit of about 900 basis points from the expected recovery of IEEPA tariffs ($986 million). Fourth-quarter diluted EPS was $0.72, including a $0.52 benefit from that recovery. Full-year net income was $3.1 billion and diluted EPS was $2.10. The release notes the U.S. Supreme Court's February 20, 2026 ruling that IEEPA tariffs were unauthorized, and that about $0.3 billion of cash had been received from tariff recoveries by year end. In fiscal 2026 the company returned about $2.5 billion to shareholders: $2.4 billion of dividends and $123 million of share repurchases (1.8 million shares) under its four-year, $18 billion program.

**March 31, 2026 - third quarter of fiscal 2026 (0000320187-26-000026).** Revenues were $11.3 billion, flat as reported and down 3 percent currency-neutral. Gross margin fell 130 basis points to 40.2 percent, mainly on higher tariffs in North America. Diluted EPS was $0.35, down 35 percent.

**December 18, 2025 - second quarter of fiscal 2026 (0000320187-25-000138).** Revenues were $12.4 billion, up 1 percent. Gross margin fell 300 basis points to 40.6 percent, mainly on higher tariffs in North America. Diluted EPS was $0.53, down 32 percent. Dividends declared per share were $0.41, against $0.40 a year earlier.

**September 30, 2025 - first quarter of fiscal 2026 (0000320187-25-000091).** Revenues were $11.7 billion, up 1 percent as reported and down 1 percent currency-neutral. Gross margin fell 320 basis points to 42.2 percent, primarily on a lower average selling price (higher discounts and channel mix) and higher tariffs in North America. Diluted EPS was $0.49, down 30 percent. Converse revenues of $366 million were down 27 percent. The company returned about $714 million to shareholders: $591 million of dividends and $123 million of share repurchases (1.8 million shares).

## Restructuring and cost programs

**October 1, 2026 - "Pace" program (0000320187-26-000184, Item 2.05).** Nike announced a multi-year enterprise program, called Pace, that includes and builds on the cost realignment plan announced in March 2026. It covers supply chain optimization, a new campus in India, realigning the operating model into three geographies, and further streamlining of the organization. The Board approved implementation steps expected to result in pre-tax charges of about $1.0 billion, primarily employee severance and related costs, in addition to about $0.3 billion of severance recognized in fiscal 2026. About $0.3 billion is expected in fiscal 2027, with the rest through fiscal 2031. The company expects about $2.5 billion of cumulative savings through fiscal 2031, before charges and any reinvestment.

**March 5, 2026 - cost realignment (0000320187-26-000017, Item 2.05).** Management approved, on February 27, a plan of organizational changes that, with previously approved actions, was expected to produce pre-tax charges of about $300 million for the nine months ended February 28, 2026, mainly severance and substantially all in the third quarter of fiscal 2026.

## Management and board changes

- **CFO transition (June 23, 2026; 0000320187-26-000070).** Nike announced David Denton, formerly Chief Financial Officer of Pfizer, as Executive Vice President and Chief Financial Officer. Matthew Friend steps down as CFO and remains as an advisor through September 4, 2026. Denton's offer letter provides an annual base salary of $1,450,000, a target bonus of 120 percent of salary and a target annual long-term incentive of $11,500,000, plus a $7,250,000 one-time cash award and a performance cash award with a $4,000,000 target. Friend's transition letter provides a $2,000,000 transition benefit conditioned on service through the separation date. The Board also adopted an Executive Severance Pay Plan on June 16, 2026. The press release gives Denton's start as August 17; the Item 5.02 text of the 8-K gives August 16 as the effective date, and Friend's letter has his CFO service running through August 16.
- **Chief Accounting Officer (August 10, 2026; 0000320187-26-000112).** Johanna Nielsen resigned as Chief Accounting Officer and Corporate Controller effective September 4, 2026, to pursue another opportunity, with no disagreement. Denton, who became CFO effective August 17, 2026, becomes Interim Corporate Controller and principal accounting officer until a successor is appointed.
- **Board changes.** John W. Rogers, Jr. announced his retirement from the Board effective at the 2026 annual meeting (June 18, 2026; 0000320187-26-000068). On September 15, 2026 the Board expanded to twelve directors and appointed Alexandre Arnault, Deputy CEO of Moet Hennessy and an LVMH director, with a $200,000 restricted share sign-on award (September 16, 2026; 0000320187-26-000170).
- **Senior leadership changes (December 2, 2025; 0000320187-25-000115).** Venkatesh Alagirisamy became Executive Vice President and Chief Operating Officer effective December 8, 2025. The Chief Commercial Officer role was eliminated, with Craig Williams staying as an employee until April 6, 2026. The press release says the Chief Technology Officer role was also eliminated and that the four geography leaders joined the senior leadership team.

## Shareholder meetings

- **September 8, 2026 annual meeting (0000320187-26-000143).** Shareholders elected the directors, ratified PricewaterhouseCoopers LLP for the fiscal year ending May 31, 2027, and approved the amended Employee Stock Purchase Plan, which adds 16,000,000 Class B shares. A shareholder proposal on a discrimination in charitable support report and one on environmental targets did not pass. In the advisory vote on executive compensation, 736,936,017 shares voted for and 349,508,277 against. Class B director Thasunda Duckett received 310,517,784 votes withheld against 496,775,961 votes for.
- **September 9, 2025 annual meeting (0000320187-25-000060).** Shareholders approved the amended Stock Incentive Plan, which adds 45,000,000 Class B shares, and ratified PricewaterhouseCoopers LLP.

## Financing

- **March 6, 2026 - 364-day credit facility (0000320187-26-000020).** Nike entered a $1 billion unsecured 364-day revolving credit agreement with Bank of America as administrative agent, maturing March 5, 2027. It is expandable to $1.5 billion, has no financial covenants, and bears interest at Term SOFR plus 0.595 percent for U.S. dollar borrowings. It replaced the prior $1.0 billion 364-day facility dated March 7, 2025, which was terminated with no amounts outstanding.

## Other disclosures

- **July 28, 2025 correction (0000320187-25-000053).** Nike voluntarily corrected the product purchase obligations disclosed in its fiscal 2025 annual report, which had been overstated. The corrected amount at May 31, 2025 was about $5 billion, all payable within 12 months.

## Items not found in these filings

No acquisition, divestiture, or stock split appears in the 8-Ks reviewed. No fiscal 2027 buyback amount is given in the October 1, 2026 release.