1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended August 31, 2023, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
−Removed: On July 3, 2023 , Robert Swan , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement for the purchase of shares of our Class B Common Stock, subject to certain conditions, at an aggregate purchase price of up to $1,500,000.The arrangement's expiration date is July 3, 2024.
−Removed: On August 1, 2023 , Monique Matheson , Executive Vice President, Chief Human Resources Officer , adopted a Rule 10b5-1 trading arrangement for the sale of up to 30,000 shares of our Class B Common Stock, subject to certain conditions.
−Removed: The arrangement's expiration date is August 1, 2024.
−Removed: (a) EXHIBITS:
+Added: During the fiscal quarter ended November 30, 2023, 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:
+Added: On November 7, 2023 , Mark Parker , Executive Chairman , adopted a Rule 10b5-1 trading arrangement for the sale of 617,941 shares of our Class B Common Stock, subject to certain conditions.
+Added: The arrangement's expiration date is November 14, 2024.
+Added: Departure and Separation Agreement
+Added: Andrew Campion, NIKE’s Managing Director, Strategic Business Ventures, will transition from the Company effective April 5, 2024.
+Added: Upon his separation, Mr.
+Added: Campion will be subject to the terms and conditions applicable to resignations as set forth in his Covenant Not to Compete and Non-Disclosure Agreement, which is described in the Company’s most recently filed proxy statement.
+Added: The Company has also agreed that he will be entitled to a one-time cash compensation amount of $2,750,000 under a Separation and Release Agreement, dated January 3, 2024, which contains the Company’s standard release of claims and confidentiality provisions.
+Added: A copy of the Separation and Release Agreement is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
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).
2 unchanged sentences
4.2 Fifth Restated Bylaws, as amended (see Exhibit 3.2).
+Added: 10.1 N IKE, Inc.
+Added: Employee Stock Purchase Plan, as amended .
+Added: 10.2 N IKE, Inc.
+Added: Foreig n Subsidiary Employee Stock Purchase Plan, as amended.
+Added: 10.3 Separation a nd R elease Agreement between NIKE , Inc.
+Added: and Andrew Campion dated January 3, 2024.
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.
−Removed: 32.1† Section 1350 Certificat ion of Chief Executive Officer.
−Removed: 32.2† Section 1350 Certificat ion of Chief Financial Officer.
+Added: 32.1† Section 1350 Certification of Chief Executive Officer.
+Added: 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.
5 unchanged sentences
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101
+Added: * Management contract or compensatory plan or arrangement.
† Furnished herewith
4 unchanged sentences
Chief Financial Officer and Authorized Officer
−Removed: October 6, 2023
+Added: January 5, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.