What changed in this filing

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Item 9A. Controls and Procedures

2025-07-17 compared with 2024-07-25 · 48 added, 53 removed, 142 unchanged (42% of the section changed)

5 unchanged sentences

"Management's Annual Report on Internal Control Over Financial Reporting" is included in Item 8 of this Annual Report.

We are continuing several transformation initiatives to centralize and simplify our business processes and systems.

These are long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and further integration of related processes.

We will continue to monitor our internal control over financial reporting for effectiveness throughout these transformation initiatives.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35 unchanged sentences

2 Financial Statement Schedule:

II — Valuation and Qualifying Accounts for the years ended May 31, 2024, 2023 and 2022

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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).

3.2 Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 19, 2020).

3.2 Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K fil ed September 20 , 202 4 ).

4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).

4.2 Fifth Restated Bylaws, as amended (see Exhibit 3.2).

4.2 Sixth Amended and Restated Bylaw s (see Exhibit 3.2).

4.3 Indenture dated as of April 26, 2013, by and between NIKE, Inc.

6 unchanged sentences

and Deutsche Bank Trust Company Americas, as trustee, including the form of 2.400% Notes due 2025, form of 2.750% Notes due 2027, form of 2.850% Notes due 2030, form of 3.250% Notes due 2040 and form of 3.375% Notes due 2050 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed March 27, 2020).

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).

4.7 Description of Securities .

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).*

3 unchanged sentences

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).*

2024 FORM 10-K 94

10.5 NIKE, Inc.

Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 20 23 ).*

Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023).*

2025 FORM 10-K 91

10.6 Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc.

Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 24, 2008).*

10.7 Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).*

10.7 Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc.

and its executive officers (other than Mark G.

Parker and John J.

Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, 2020).*

and its executive officers (other than Ma rk Parker , Elliott Hill, a nd John Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, 2020).*

10.8 NIKE, Inc.

1 unchanged sentence

10.9 Form of Discretionary Performance Award Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2018).*

10.11 NIKE, Inc.

Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed July 25, 2017).*

10.10 Offer Letter between NIKE, Inc.

7 unchanged sentences

Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 19, 2020).*

10.17 NIKE, Inc.

Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 19, 2020).*

10.15 Form of Non-Statutory Stock Option Agreement under the NIKE, Inc.

4 unchanged sentences

Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, 2020).*

10.21 NIKE, Inc.

Performance-Based Restricted Stock Unit Agreement under the NIKE, Inc.

10.18 Form of 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) .*

10.22 Credit Agreement, dated as of March 11, 2022, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 14, 2022).

10.19 Five Year Credit Agreement dated as of March 7, 2025, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 10, 2025).

10.20 NIKE, Inc.

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).

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 ).

10.25 Separation and Release Agreement between NIKE, Inc.

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).*

10.26 F orm of Stock Option Agreement under the NIKE, Inc.

Stock In centive Plan .*

10.27 F orm of Restricted Stock Unit A greement un der the NIKE, Inc.

Stock Incentive Plan .*

10.28 F o rm of Performance-Based R estricted Stock Unit Agreement under the NIKE , I nc.

Stock Incentive Plan.*

10.21 364-Day Credit Agreement dated as of March 7, 2025, 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 10, 2025).

10.22 Form of Stock Option Agreement under the NIKE, Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2024) .

10.23 Form of Restricted Stock Unit Agreement under the NIKE, Inc.

Stock Incentive Plan (inco rporated by referen ce to Exhibit 10.27 to the Company's Annu al Report on Form 10-K for the fiscal year ended May 31, 2024) .*

10.24 Form of Performance-Based Restricted Stock Unit Agreement under the NIKE, Inc.

Stock Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended Ma y 31, 2024) .*

10.25 Offer Letter, dated September 19, 2024, between NIKE, Inc.

and Elliott Hill (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2024) .

10.26 Covenant Not to Compete and Non-Disclosure Agreement, dated September 19, 2024, between NIKE, Inc.

and Elliott Hill (incorporated by reference to Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2024).

10.27 Letter Agreement, dated September 19, 2024, between NIKE, Inc.

Donahoe II (incorporated by reference to Exhibit 10.

3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2024).

10.28 Letter Agreement, dated May 1, 2025, between NIKE, Inc.

and Heidi O'Neill.

19.1 NIKE, Inc.

Insider Trading Policy .

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2024).

19.2 NIKE, Inc.

Blackout and Pre-clearance Policy .

Blackout and Pre-clearance Policy (incorporated by reference to Exhibit 19.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2024).

21 Subsidiaries of the Registrant.

3 unchanged sentences

32† Section 1350 Certifications.

2025 FORM 10-K 92

97 NIKE, Inc.

Policy for Recoupment o f Incen tive Compensation.*

Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 97 to the Company's Annual Report on F orm 10-K for the fiscal year ended May 31, 2024) .

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

2024 FORM 10-K 95

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase

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2025 FORM 10-K 93

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(Dollars in millions) BALANCE AT

PERIOD CHARGED TO

EXPENSES CHARGED

Sales returns reserve

For the fiscal year ended May 31, 2022 $ 595 $ 2,573 $ ( 31 ) $ ( 2,612 ) $ 525

For the fiscal year ended May 31, 2023 525 3,344 ( 11 ) ( 3,309 ) 549

For the fiscal year ended May 31, 2024 549 3,583 ( 8 ) ( 3,325 ) 799

(1) Amounts included in this column primarily relate to foreign currency translation.

2024 FORM 10-K 97

FORM 10-K SUMMARY

4 unchanged sentences

033-63995, 333-63581, 333-63583, 333-68864, 333-68886, 333-71660, 333-104822, 333-117059, 333-133360, 333-164248, 333-171647, 333-173727, 333-208900, 333-215439, 333-266269 and 333-273358) of NIKE, Inc.

of our report dated July 25, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

of our report dated July 17, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

3 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ ELLIOTT HILL

President and Chief Executive Officer

3 unchanged sentences

PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:

/s/ ELLIOTT HILL

President and Chief Executive Officer July 17, 2025

6 unchanged sentences

Johanna Nielsen

Vice President and Corporate Controller July 25, 2024

Vice President, Chief Accounting Officer

July 17, 2025

/s/ MARK PARKER

Director, Chairman of the Board July 17, 2025

/s/ CATHLEEN A.

/s/ CATHLEEN BENKO

Cathleen Benko

Director July 17, 2025

/s/ TIMOTHY D.

/s/ TIMOTHY COOK

Director July 17, 2025

/s/ THASUNDA B.

/s/ THASUNDA DUCKETT

Thasunda Duckett

Director July 17, 2025

1 unchanged sentence

Director July 17, 2025

Director July 25, 2024

/s/ MARIA HENRY

Director July 17, 2025

/s/ PETER HENRY

Director July 17, 2025

/s/ TRAVIS A.

/s/ TRAVIS KNIGHT

Travis Knight

Director July 17, 2025

/s/ MICHELLE A.

/s/ MICHELLE PELUSO

Michelle Peluso

Director July 17, 2025

/s/ JOHN ROGERS, JR.

John Rogers, Jr.

Director July 17, 2025

3 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures