1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: 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:
−Removed: 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.
−Removed: The arrangement's expiration date is November 14, 2024.
−Removed: Departure and Separation Agreement
−Removed: Andrew Campion, NIKE’s Managing Director, Strategic Business Ventures, will transition from the Company effective April 5, 2024.
−Removed: Upon his separation, Mr.
−Removed: 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.
−Removed: 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.
−Removed: A copy of the Separation and Release Agreement is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
+Added: During the fiscal quarter ended February 29, 2024, 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 December 28, 2023 , Heidi O'Neill , President, Consumer, Product & Brand , adopted a Rule 10b5-1 trading arrangement for the sale of up to 138,530 shares of our Class B Common Stock, subject to certain conditions.
+Added: The arrangement's expiration date is December 26, 2025.
+Added: On February 7, 2024 , Johanna Nielsen , Vice President, Corporate Controller , adopted a Rule 10b5-1 trading arrangement for the sale of up to 468 shares of our Class B Common Stock, subject to certain conditions.
+Added: The arrangement's expiration date is May 12, 2025.
+Added: On February 14, 2024 , Matthew Friend , Executive Vice President and Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement for the sale of up to 49,389 shares of our Class B Common Stock, subject to certain conditions.
+Added: The arrangement's expiration date is May 15, 2025.
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).
−Removed: 10.1 N IKE, Inc.
−Removed: Employee Stock Purchase Plan, as amended .
−Removed: 10.2 N IKE, Inc.
−Removed: Foreig n Subsidiary Employee Stock Purchase Plan, as amended.
−Removed: 10.3 Separation a nd R elease Agreement between NIKE , Inc.
−Removed: and Andrew Campion dated January 3, 2024.
+Added: 10.1 Credit Agreement dated as of March 8, 2024, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 11, 2024).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
9 unchanged sentences
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101
−Removed: * Management contract or compensatory plan or arrangement.
† Furnished herewith
4 unchanged sentences
Chief Financial Officer and Authorized Officer
−Removed: January 5, 2024
+Added: April 4, 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.