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OTHER INFORMATION
−Removed: No disclosure is required under this item.
+Added: Rule 10b5-1 Trading Plans
+Added: During the fiscal quarter ended May 31, 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).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
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The information required by Items 407(d)(4) and (d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under "Corporate Governance — Board Structure and Responsibilities — Board Committees" in the definitive Proxy Statement for our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.
+Added: The information required by Item 408(b)(1) of Regulation S-K regarding our insider trading policies is included under "Additional Information — Insider Trading Arrangements and Policies" in the definitive Proxy Statement for our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.
EXECUTIVE COMPENSATION
36 unchanged sentences
4.7 Description of Registrants Securities (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2019).
−Removed: 10.1 Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2010).*
10.1 Form of Restricted Stock Agreement for non-employee directors under the Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014).*
10.2 Form of Non-Statutory Stock Option Agreement for options granted to executives under the Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).*
−Removed: 2023 FORM 10-K 93
10.3 Form of Indemnity Agreement entered into between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2008).*
10.4 NIKE, Inc.
−Removed: 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014).*
−Removed: 10.6 NIKE, Inc.
Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
−Removed: 10.7 NIKE, Inc.
−Removed: Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts deferred before January 1, 2005) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2004).*
−Removed: 10.8 Amendment No.
−Removed: 1 effective January 1, 2008 to the NIKE, Inc.
−Removed: Deferred Compensation Plan (June 1, 2004 Restatement) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2009).*
+Added: 2024 FORM 10-K 94
10.5 NIKE, Inc.
−Removed: Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008).*
+Added: Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.
+Added: 2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 20 23 ).*
10.6 Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc.
5 unchanged sentences
Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, 2020).*
−Removed: 10.13 Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed July 20, 2010).*
10.9 NIKE, Inc.
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10.21 NIKE, Inc.
−Removed: Performance-Based Restricted Stock Unit Agreem en t under the NIKE , Inc.
+Added: Performance-Based Restricted Stock Unit Agreement under the NIKE, Inc.
Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2021) .*
1 unchanged sentence
10.23 NIKE, Inc.
−Removed: Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2022).
−Removed: 10.29 Credit Agreement, dated as of March 10, 2023, 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 March 13, 2023).
+Added: Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023 ).
+Added: 10.24 Cre dit Agreement, dated as of March 8 , 202 4 , 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 March 1 1 , 202 4 ).
+Added: 10.25 Separation and Release Agreement between NIKE, Inc.
+Added: and Andrew Campion dated January 3, 2024 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023).*
+Added: 10.26 F orm of Stock Option Agreement under the NIKE, Inc.
+Added: Stock In centive Plan .*
+Added: 10.27 F orm of Restricted Stock Unit A greement un der the NIKE, Inc.
+Added: Stock Incentive Plan .*
+Added: 10.28 F o rm of Performance-Based R estricted Stock Unit Agreement under the NIKE , I nc.
+Added: Stock Incentive Plan.*
+Added: 19.1 NIKE, Inc.
+Added: Insider Trading Policy .
+Added: 19.2 NIKE, Inc.
+Added: Blackout and Pre-clearance Policy .
21 Subsidiaries of the Registrant.
3 unchanged sentences
32† Section 1350 Certifications.
−Removed: 2023 FORM 10-K 94
+Added: 97 NIKE, Inc .
+Added: Policy for Recoupment o f Incen tive Compensation.*
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.
101.SCH Inline XBRL Taxonomy Extension Schema
+Added: 2024 FORM 10-K 95
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
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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.