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Item 1. Financial Statements

2025-10-01 compared with 2025-04-03 · 132 added, 276 removed, 415 unchanged (50% of the section changed)

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(In millions, except per share data)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Revenues $ 11,720 $ 11,589

7 unchanged sentences

Income before income taxes

844 1,404 3,567 4,974

Income tax expense

$ 727 $ 1,051

$ 794 $ 1,172 $ 3,008 $ 4,200

Earnings per common share:

6 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(Dollars in millions)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Net income $ 727 $ 1,051

7 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

FEBRUARY 28, MAY 31,

AUGUST 31, MAY 31,

(In millions)

14 unchanged sentences

Current liabilities:

Current portion of long-term debt $ 1,000 $ 1,000

Notes payable 4 5

16 unchanged sentences

Retained earnings (deficit)

( 700 ) ( 727 )

Total shareholders' equity 13,468 13,213

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(Dollars in millions)

FEBRUARY 28, 2025 FEBRUARY 29, 2024

Cash provided (used) by operations:

1 unchanged sentence

Adjustments to reconcile net income to net cash provided (used) by operations:

Depreciation 576 589

Depreciation and amortization 190 188

Deferred income taxes ( 25 ) ( 53 )

Stock-based compensation 185 183

Amortization, impairment and other 35 51

Impairment and other 8 ( 4 )

Net foreign currency adjustments 34 ( 7 )

11 unchanged sentences

Additions to property, plant and equipment ( 207 ) ( 120 )

Other investing activities 8 ( 9 )

Cash provided (used) by investing activities ( 59 ) ( 166 )

19 unchanged sentences

SHARES AMOUNT SHARES AMOUNT

Balance at November 30, 2024 298 $ — 1,184 $ 3 $ 13,778 $ 202 $ 54 $ 14,037

Stock options exercised 1 55 55

Repurchase of Class B Common Stock ( 6 ) ( 60 ) ( 439 ) ( 499 )

Dividends on common stock ($ 0.400 per share)

( 594 ) ( 594 )

Issuance of shares to employees, net of shares withheld for employee taxes ( 26 ) 10 ( 16 )

Stock-based compensation 169 169

Net income 794 794

Other comprehensive income (loss) 61 61

Balance at February 28, 2025 298 $ — 1,179 $ 3 $ 13,916 $ 263 $ ( 175 ) $ 14,007

COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT)

CLASS A CLASS B

(In millions, except per share data)

SHARES AMOUNT SHARES AMOUNT

Balance at November 30, 2023 298 $ — 1,219 $ 3 $ 12,871 $ 121 $ 1,151 $ 14,146

Stock options exercised 2 135 135

Repurchase of Class B Common Stock ( 8 ) ( 67 ) ( 799 ) ( 866 )

Dividends on common stock ($ 0.370 per share)

( 561 ) ( 561 )

Issuance of shares to employees, net of shares withheld for employee taxes ( 27 ) 7 ( 20 )

Stock-based compensation 216 216

Net income 1,172 1,172

Other comprehensive income (loss) 4 4

Balance at February 29, 2024 298 $ — 1,213 $ 3 $ 13,128 $ 125 $ 970 $ 14,226

COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT)

CLASS A CLASS B

(In millions, except per share data)

SHARES AMOUNT SHARES AMOUNT

Balance at May 31, 2025 290 $ — 1,186 $ 3 $ 14,195 $ ( 258 ) $ ( 727 ) $ 13,213

Stock options exercised 3 126 126

Conversion to Class B Common Stock ( 1 ) 1 —

Repurchase of Class B Common Stock ( 2 ) ( 17 ) ( 106 ) ( 123 )

5 unchanged sentences

Other comprehensive income (loss) ( 50 ) ( 50 )

Balance at February 28, 2025 298 $ — 1,179 $ 3 $ 13,916 $ 263 $ ( 175 ) $ 14,007

Balance at August 31, 2025 289 $ — 1,188 $ 3 $ 14,473 $ ( 308 ) $ ( 700 ) $ 13,468

COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS (DEFICIT)

4 unchanged sentences

Stock options exercised 3 124 124

Conversion to Class B Common Stock ( 7 ) 7 —

Repurchase of Class B Common Stock ( 15 ) ( 132 ) ( 1,061 ) ( 1,193 )

5 unchanged sentences

Other comprehensive income (loss) ( 80 ) ( 80 )

Balance at February 29, 2024 298 $ — 1,213 $ 3 $ 13,128 $ 125 $ 970 $ 14,226

Balance at August 31, 2024 298 $ — 1,193 $ 3 $ 13,557 $ ( 27 ) $ 411 $ 13,944

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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NOTE 3 Fair Value Measurements

NOTE 4 Short-Term Borrowings and Credit Lines

NOTE 4 Income Taxes

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NOTE 9 Revenues

NOTE 11 Operating Segments

NOTE 10 S egment Informat ion

NOTE 11 Commitments and Contingencies

NOTE 13 Restructuring

NOTE 12 Supplier Finance Programs

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The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the "Annual Report").

The results of operations for the three and nine months ended February 28, 2025, are not necessarily indicative of results to be expected for the entire fiscal year.

RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments require public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and included within segment profit and loss.

The amendments are effective for the Company's annual periods beginning June 1, 2024, and interim periods beginning June 1, 2025.

The Company will adopt the ASU on a retrospective basis in the Annual Report on Form 10-K for the fiscal year ending May 31, 2025.

The results of operations for the three months ended August 31, 2025, are not necessarily indicative of results for the entire fiscal year.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for the Company's annual periods beginning June 1, 2025, with early adoption permitted, and may be applied either prospectively or retrospectively.

The amendments are effective for the Company's annual periods beginning June 1, 2025 and may be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

5 unchanged sentences

Accrued liabilities included the following:

FEBRUARY 28, MAY 31,

AUGUST 31, MAY 31,

(Dollars in millions) 2025 2025

2 unchanged sentences

Dividends payable 599 598

Endorsement compensation

Other 2,292 2,234

2 unchanged sentences

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities.

The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of February 28, 2025 and May 31, 2024, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

FEBRUARY 28, 2025

The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of August 31, 2025 and May 31, 2025, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

AUGUST 31, 2025

(Dollars in millions)

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TOTAL $ 9,151 $ 7,464 $ 1,687

As of February 28, 2025, the Company held $ 845 million of available-for-sale debt securities with maturity dates within one year and $ 947 million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets.

As of August 31, 2025, the Company held $ 582 million of available-for-sale debt securities with maturity dates within one year and $ 969 million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets.

The fair value of the Company's available-for-sale debt securities approximates their amortized cost.

Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $ 97 million and $ 113 million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $ 314 million and $ 304 million for the nine months ended February 28, 2025 and February 29, 2024, respectively.

Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $ 83 million and $ 120 million for the three months ended August 31, 2025 and 2024, respectively.

The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

FEBRUARY 28, 2025

AUGUST 31, 2025

DERIVATIVE ASSETS DERIVATIVE LIABILITIES

6 unchanged sentences

TOTAL $ 188 $ 107 $ 81 $ 518 $ 348 $ 170

(1) If the derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 99 million as of February 28, 2025.

As of that date, the Company received $ 262 million of cash collateral and $ 37 million of securities from various counterparties on the derivative asset balance.

No collateral was posted on the derivative liability balance as of February 28, 2025.

(1) If the foreign exchange and interest rate swap derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 188 million as of August 31, 2025.

As of that date, the Company posted $ 175 million cash collateral to various counterparties on the derivative liability balance and no amount of collateral was received from counterparties on the derivative asset balance.

DERIVATIVE ASSETS DERIVATIVE LIABILITIES

6 unchanged sentences

TOTAL $ 131 $ 85 $ 46 $ 371 $ 226 $ 145

(1) If the derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 142 million as of May 31, 2024.

As of that date, the Company received $ 112 million of cash collateral from various counterparties on the derivative asset balance and posted $ 10 million cash collateral on the derivative liability balance.

(1) If the foreign exchange and interest rate swap derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 131 million as of May 31, 2025.

As of that date, the Company posted $ 166 million cash collateral to various counterparties on the derivative liability balance and no amount of collateral was received from counterparties on the derivative asset balance.

For additional information related to the Company's derivative financial instruments and credit risk, refer to Note 7 — Risk Management and Derivatives.

3 unchanged sentences

The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2).

The fair value of the Company's Long-term debt was approximately $ 7,825 million at February 28, 2025 and $ 7,631 million at May 31, 2024.

In March 2025, subsequent to the end of the third quarter of fiscal 2025, the Company repaid the $ 1.0 billion aggregate principal amount outstanding of its 2.40 % notes due 2025 at maturity.

NOTE 4 — SHORT-TERM BORROWINGS AND CREDIT LINES

The carrying amounts reflected on the Unaudited Condensed Consolidated Balance Sheets for Notes payable approximate fair value.

As of February 28, 2025 and May 31, 2024, the Company had no borrowings outstanding under its $ 3 billion commercial paper program.

On March 7, 2025, subsequent to the end of the third quarter of fiscal 2025, the Company entered into a 364 -day committed credit facility agreement with a syndicate of banks, which provides for up to $ 1 billion of borrowings, with an option to increase borrowings up to $ 1.5 billion in total with lender approval.

The facility matures on March 6, 2026, with an option to extend the maturity date an additional 364 days.

This facility replaces the prior $ 1 billion 364 -day credit facility agreement entered into on March 8, 2024, which matured on March 7, 2025.

Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term Secured Overnight Financing Rate (Term SOFR) for the applicable interest period plus 0.60 %.

The facility fee is 0.02 % of the total undrawn commitment.

As of April 3, 2025, no amounts were outstanding under this committed credit facility.

On March 7, 2025, the Company also entered into a five-year committed credit facility agreement with a syndicate of banks which provides for up to $ 2 billion of borrowings, with the option to increase borrowings up to $ 3 billion in total with lender approval.

The facility matures on March 7, 2030, with options to extend the maturity date up to an additional two years .

This facility replaces the prior $ 2 billion five-year credit facility agreement entered into on March 11, 2022, which would have matured on March 11, 2027.

Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term SOFR for the applicable interest period plus 0.60 %.

The facility fee is 0.04 % of the total undrawn commitment.

As of April 3, 2025, no amounts were outstanding under this committed credit facility.

The fair value of the Company's Long-term debt, excluding interest rate swap fair value adjustments, was approximately $ 6,794 million at August 31, 2025 and $ 6,673 million at May 31, 2025.

NOTE 4 — INCOME TAXES

The effective tax rate was 15.7 % and 15.6 % for the nine months ended February 28, 2025 and February 29, 2024, respectively.

The increase in the Company's effective tax rate was primarily due to decreased benefits from stock-based compensation and one-time benefits recognized in the first nine months of fiscal 2024 including the impact of temporary relief provided by the Internal Revenue Service ("IRS") relating to U.S.

foreign tax credit regulations.

On July 21, 2023, the IRS issued Notice 2023-55 which specifically delayed the application of certain U.S.

foreign tax credit regulations that had previously limited the Company's ability to claim credits on certain foreign taxes for the fiscal year ended May 31, 2023.

As a result of this guidance, the Company recognized a one-time tax benefit related to fiscal 2023 tax positions in the first three months of fiscal 2024.

These impacts were largely offset by a one-time, non-cash deferred tax benefit recognized in the third quarter of fiscal 2025 provided by recently finalized U.S.

tax regulations.

On December 10, 2024, the U.S.

Department of Treasury published final regulations related to Internal Revenue Code ("IRC") Section 987 foreign currency gains and losses derived from translation of the operations, assets and liabilities of non-U.S.

qualified business units.

While these regulations are effective for the Company beginning June 1, 2025, they require computation of a pre-transition foreign currency gain or loss to be included in the determination of future taxable income or loss.

Based on the Company’s current analysis of the regulations and recognition of temporary differences impacting U.S.

taxation of foreign earnings under Subpart F of the Internal Revenue Code, the Company recognized a non-cash deferred income tax benefit of $ 133 million related to pre-transition foreign currency losses expected to reduce taxable income in future periods.

The Organization for Economic Co-operation and Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") have put forth Pillar Two proposals that ensure a minimal level of taxation.

Several countries in which the Company operates, including several European Union member states, have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of fifteen percent.

This legislation became effective for the Company beginning June 1, 2024.

Based on the Company's current analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for the first nine months of fiscal 2025 and are not expected to for fiscal 2025.

As of February 28, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $ 1,004 million, $ 737 million of which would affect the Company's effective tax rate if recognized in future periods.

The majority of the total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

The effective tax rate was 21.1 % and 19.6 % for the three months ended August 31, 2025 and 2024, respectively.

The increase in the Company's effective tax rate was primarily due to decreased benefits from stock-based compensation.

On July 4, 2025, the U.S.

government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

Certain provisions were effective for NIKE beginning June 1, 2025.

Based on the Company's current analysis of the provisions, the Company does not expect these tax law changes to have a material impact on the Company's financial statements;

however, the Company will continue to evaluate their impact as further information becomes available.

As of August 31, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $ 1,021 million, $ 748 million of which would affect the Company's effective tax rate if recognized in future periods.

The majority of total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

As of May 31, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $ 1,026 million.

As of February 28, 2025 and May 31, 2024, accrued interest and penalties

As of August 31, 2025 and May 31, 2025, accrued interest and penalties

related to uncertain tax positions were $ 392 million and $ 376 million, respectively, (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

3 unchanged sentences

The Company has closed all U.S.

federal income tax matters through fiscal 2016, with the exception of certain transfer pricing adjustments.

Tax years after 2011 remain open in certain major foreign jurisdictions.

federal income tax matters through fiscal year 2016, with the exception of certain transfer pricing adjustments.

In certain major foreign jurisdictions, tax years after 2014 remain subject to examination.

Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $ 228 million within the next 12 months primarily as a result of the expected resolution with the IRS of certain U.S.

11 unchanged sentences

The following table summarizes the Company's total stock-based compensation expense recognized within Cost of sales or Operating overhead expense, as applicable:

THREE MONTHS ENDED NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(Dollars in millions)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Stock options (1)

$ 69 $ 89 $ 222 $ 253

ESPPs 17 17 53 55

Restricted stock and restricted stock units (2)

83 110 269 310

TOTAL STOCK-BASED COMPENSATION EXPENSE $ 185 $ 183

2 unchanged sentences

STOCK OPTIONS

As of February 28, 2025, the Company had $ 468 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.5 years.

As of August 31, 2025, the Company had $ 309 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.4 years.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

As of February 28, 2025, the Company had $ 696 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.6 years.

As of August 31, 2025, the Company had $ 522 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.3 years.

NOTE 6 — EARNINGS PER SHARE

The following is a reconciliation from basic earnings per common share to diluted earnings per common share.

The computations of diluted earnings per common share exclude restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional 77.1 million and 40.9 million shares of common stock outstanding for the three months ended February 28, 2025 and February 29, 2024, respectively, and 75.3 million and 42.6 million shares of common stock outstanding for the nine months ended February 28, 2025 and February 29, 2024, respectively, because the awards were assumed to be anti-dilutive.

THREE MONTHS ENDED NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(In millions, except per share data)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Net income available to common stockholders $ 727 $ 1,051

8 unchanged sentences

The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business.

As of and for the three and nine months ended February 28, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report.

The majority of derivatives outstanding as of February 28, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S.

As of and for the three months ended August 31, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report.

The majority of derivatives outstanding as of August 31, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S.

Dollar, Chinese Yuan/U.S.

4 unchanged sentences

DERIVATIVE ASSETS

BALANCE SHEET LOCATION FEBRUARY 28, MAY 31,

BALANCE SHEET LOCATION AUGUST 31, MAY 31,

(Dollars in millions)

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DERIVATIVE LIABILITIES

BALANCE SHEET LOCATION FEBRUARY 28, MAY 31,

BALANCE SHEET LOCATION AUGUST 31, MAY 31,

(Dollars in millions)

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INCOME (LOSS) INTO INCOME (1)

THREE MONTHS ENDED LOCATION OF GAIN (LOSS)

RECLASSIFIED FROM ACCUMULATED

OTHER COMPREHENSIVE INCOME

(LOSS) INTO INCOME THREE MONTHS ENDED

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Derivatives designated as cash flow hedges:

Foreign exchange forwards and options $ ( 30 ) $ ( 32 ) Revenues $ ( 25 ) $ ( 10 )

Foreign exchange forwards and options 180 135 Cost of sales 67 70

Foreign exchange forwards and options — — Demand creation expense — 1

Foreign exchange forwards and options 66 49 Other (income) expense, net 57 52

Interest rate swaps (2)

— — Interest expense (income), net ( 2 ) ( 2 )

TOTAL DESIGNATED CASH FLOW HEDGES $ 216 $ 152 $ 97 $ 111

(1) For the three months ended February 28, 2025 and February 29, 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

(2) Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.

(Dollars in millions)

AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER

COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES (1)

AMOUNT OF GAIN (LOSS)

RECLASSIFIED FROM ACCUMULATED

OTHER COMPREHENSIVE

INCOME (LOSS) INTO INCOME (1)

NINE MONTHS ENDED LOCATION OF GAIN (LOSS)

THREE MONTHS ENDED AUGUST 31, LOCATION OF GAIN (LOSS)

RECLASSIFIED FROM ACCUMULATED

OTHER COMPREHENSIVE INCOME

(LOSS) INTO INCOME NINE MONTHS ENDED

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

(LOSS) INTO INCOME THREE MONTHS ENDED AUGUST 31,

2025 2024 2025 2024

Derivatives designated as cash flow hedges:

1 unchanged sentence

Foreign exchange forwards and options ( 153 ) ( 98 ) Cost of sales 50 70

Foreign exchange forwards and options — 2 Demand creation expense — 1

Foreign exchange forwards and options ( 48 ) ( 29 ) Other (income) expense, net ( 14 ) 30

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TOTAL DESIGNATED CASH FLOW HEDGES $ ( 158 ) $ ( 171 ) $ 27 $ 77

(1) For the nine months ended February 28, 2025 and February 29, 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

(1) For the three months ended August 31, 2025 and 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

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ON DERIVATIVES

THREE MONTHS ENDED NINE MONTHS ENDED

THREE MONTHS ENDED AUGUST 31,

(Dollars in millions)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

Derivatives not designated as hedging instruments:

1 unchanged sentence

CASH FLOW HEDGES

The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $ 14.7 billion and $ 16.2 billion as of February 28, 2025 and May 31, 2024, respectively.

Approximately $ 471 million of deferred net gains (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of February 28, 2025, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income.

The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $ 18.5 billion and $ 18.4 billion as of August 31, 2025 and May 31, 2025, respectively.

Approximately $ 183 million of deferred net losses (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of August 31, 2025, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income.

Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature.

As of February 28, 2025, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 27 months.

As of August 31, 2025, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 33 months.

FAIR VALUE HEDGES

The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $ 2.4 billion and $ 1.8 billion as of February 28, 2025 and May 31, 2024, respectively.

The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $ 2.4 billion as of August 31, 2025 and May 31, 2025.

UNDESIGNATED DERIVATIVE INSTRUMENTS

The total notional amount of outstanding undesignated derivative instruments was $ 3.3 billion and $ 4.4 billion as of February 28, 2025 and May 31, 2024, respectively.

As of February 28, 2025, the Company was in compliance with all credit risk-related contingent features and considers the impact of the risk of counterparty default to be immaterial.

The total notional amount of outstanding undesignated derivative instruments was $ 4.1 billion and $ 4.0 billion as of August 31, 2025 and May 31, 2025, respectively.

As of August 31, 2025, the Company was in compliance with all credit risk-related contingent features and considers the impact of the risk of counterparty default to be immaterial.

For additional information related to the Company's derivative financial instruments and collateral, refer to Note 3 — Fair Value Measurements.

1 unchanged sentence

The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:

(Dollars in millions)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1)

CASH FLOW HEDGES NET INVESTMENT HEDGES (1)

Balance at November 30, 2024 $ ( 342 ) $ 470 $ 115 $ ( 41 ) $ 202

Other comprehensive income (loss):

Other comprehensive gains (losses) before reclassifications (2)

( 57 ) 205 — 4 152

Reclassifications to net income of previously deferred (gains) losses (2)(3)

— ( 86 ) — ( 5 ) ( 91 )

Total other comprehensive income (loss) ( 57 ) 119 — ( 1 ) 61

Balance at February 28, 2025 $ ( 399 ) $ 589 $ 115 $ ( 42 ) $ 263

(1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

(2) Net of immaterial tax impact.

(3) Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.

(Dollars in millions)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1)

CASH FLOW HEDGES NET INVESTMENT HEDGES (1)

Balance at November 30, 2023 $ ( 178 ) $ 242 $ 115 $ ( 58 ) $ 121

Other comprehensive income (loss):

Other comprehensive gains (losses) before reclassifications (2)

( 57 ) 150 — 4 97

Reclassifications to net income of previously deferred (gains) losses (2)(3)

— ( 100 ) — 7 ( 93 )

Total other comprehensive income (loss) ( 57 ) 50 — 11 4

Balance at February 29, 2024 $ ( 235 ) $ 292 $ 115 $ ( 47 ) $ 125

(2) Net of immaterial tax impact.

(Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1)

7 unchanged sentences

Total other comprehensive income (loss) 134 ( 186 ) — 2 ( 50 )

Balance at February 28, 2025 $ ( 399 ) $ 589 $ 115 $ ( 42 ) $ 263

Balance at August 31, 2025 $ 20 $ ( 393 ) $ 115 $ ( 50 ) $ ( 308 )

11 unchanged sentences

Total other comprehensive income (loss) 138 ( 227 ) — 9 ( 80 )

Balance at February 29, 2024 $ ( 235 ) $ 292 $ 115 $ ( 47 ) $ 125

Balance at August 31, 2024 $ ( 118 ) $ 20 $ 115 $ ( 44 ) $ ( 27 )

4 unchanged sentences

DISAGGREGATION OF REVENUES

The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and distribution channel:

THREE MONTHS ENDED FEBRUARY 28, 2025

(Dollars in millions)

NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.

Footwear $ 3,132 $ 1,742 $ 1,282 $ 1,052 $ — $ 7,208 $ 349 $ — $ 7,557

Apparel 1,510 913 412 358 — 3,193 22 — 3,215

Equipment 222 156 39 60 — 477 7 — 484

Other — — — — 12 12 27 ( 26 ) 13

TOTAL REVENUES $ 4,864 $ 2,811 $ 1,733 $ 1,470 $ 12 $ 10,890 $ 405 $ ( 26 ) $ 11,269

Sales to Wholesale Customers $ 2,499 $ 1,817 $ 995 $ 844 $ — $ 6,155 $ 208 $ — $ 6,363

Sales through Direct to Consumer 2,365 994 738 626 — 4,723 170 — 4,893

Other — — — — 12 12 27 ( 26 ) 13

TOTAL REVENUES $ 4,864 $ 2,811 $ 1,733 $ 1,470 $ 12 $ 10,890 $ 405 $ ( 26 ) $ 11,269

THREE MONTHS ENDED FEBRUARY 29, 2024

(Dollars in millions)

NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC.

Footwear $ 3,460 $ 1,960 $ 1,547 $ 1,195 $ — $ 8,162 $ 426 $ — $ 8,588

Apparel 1,408 994 498 390 — 3,290 25 — 3,315

Equipment 202 184 39 62 — 487 9 — 496

Other — — — — 9 9 35 ( 14 ) 30

TOTAL REVENUES $ 5,070 $ 3,138 $ 2,084 $ 1,647 $ 9 $ 11,948 $ 495 $ ( 14 ) $ 12,429

Sales to Wholesale Customers $ 2,440 $ 1,966 $ 1,243 $ 939 $ — $ 6,588 $ 257 $ — $ 6,845

Sales through Direct to Consumer 2,630 1,172 841 708 — 5,351 203 — 5,554

Other — — — — 9 9 35 ( 14 ) 30

TOTAL REVENUES $ 5,070 $ 3,138 $ 2,084 $ 1,647 $ 9 $ 11,948 $ 495 $ ( 14 ) $ 12,429

NINE MONTHS ENDED FEBRUARY 28, 2025

The following tables present the Company's Revenues by reportable operating segment, disaggregated by major product line and distribution channel:

THREE MONTHS ENDED AUGUST 31, 2025

(Dollars in millions)

9 unchanged sentences

TOTAL REVENUES $ 5,020 $ 3,331 $ 1,512 $ 1,490 $ 9 $ 11,362 $ 366 $ ( 8 ) $ 11,720

NINE MONTHS ENDED FEBRUARY 29, 2024

THREE MONTHS ENDED AUGUST 31, 2024

(Dollars in millions)

12 unchanged sentences

Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through the Company's central foreign exchange risk management program.

As of February 28, 2025 and May 31, 2024, the Company did no t have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.

NOTE 11 — OPERATING SEGMENTS

The Company's operating segments are evidence of the structure of the Company's internal organization.

The NIKE Brand segments are defined by geographic regions for operations participating in NIKE Brand sales activity.

Each NIKE Brand geographic segment operates predominantly in one industry:

the design, development, marketing and selling of athletic footwear, apparel and equipment.

The Company's reportable operating segments for the NIKE Brand are:

As of August 31, 2025 and May 31, 2025, the Company did no t have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.

NOTE 10 — SEGMENT INFORMATION

The Company's reportable operating segments reflect the structure of the Company's internal organization and the financial information the Chief Operating Decision Maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to assess Company performance and allocate resources.

The CODM evaluates the performance of the Company's segments and allocates resources based on earnings before interest and taxes ("EBIT"), which represents Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income.

The Company's segments are defined as follows:

The NIKE Brand reportable operating segments are:

North America;

2 unchanged sentences

and Asia Pacific & Latin America ("APLA"), and include results for the NIKE and Jordan brands.

The Company's NIKE Direct operations are managed within each NIKE Brand geographic operating segment.

Converse is also a reportable segment for the Company and operates in one industry:

the design, marketing, licensing and selling of athletic lifestyle sneakers, apparel and accessories.

Global Brand Divisions is included within the NIKE Brand for presentation purposes to align with the way management views the Company.

Each NIKE Brand segment represents a geographic region operating predominantly in one industry:

the design, development, marketing and selling of athletic footwear, apparel and equipment.

Global Brand Divisions is included within NIKE Brand for presentation purposes to align with the way management views the Company.

Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.

Global Brand Divisions costs represent demand creation and operating overhead expense that include product creation and design expenses centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology.

Global Brand Divisions primarily represents costs, including product creation and design expenses, that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology.

Converse operates in one industry:

the design, marketing, licensing and selling of casual sneakers, apparel and accessories.

Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments;

2 unchanged sentences

and certain foreign currency gains and losses, including certain hedge gains and losses.

The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes ("EBIT"), which represents Net income before Interest expense (income), net, and Income taxes in the Unaudited Condensed Consolidated Statements of Income.

As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic operating segments and to Converse.

These rates are set approximately nine and twelve months in advance of the future selling seasons to which they relate (specifically, for each currency, one standard rate applies to the fall and holiday selling seasons, and one standard rate applies to the spring and summer selling seasons) based on average market spot rates in the calendar month preceding the date they are established.

Inventories and Cost of sales for geographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases in the entity's functional currency.

Differences between assigned standard foreign currency rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses generated from the Company's centrally managed foreign exchange risk management program and other conversion gains and losses.

Accounts receivable, net, Inventories and Property, plant and equipment, net for operating segments are regularly reviewed by management and are therefore provided below.

THREE MONTHS ENDED NINE MONTHS ENDED

Inventories and Cost of sales for geographic segments and Converse reflect the use of these standard rates to recognize non-functional currency product purchases in the entity's functional currency.

Differences between these standard rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses and other conversion gains and losses.

THREE MONTHS ENDED AUGUST 31, 2025

(Dollars in millions)

FEBRUARY 28, 2025 FEBRUARY 29, 2024 FEBRUARY 28, 2025 FEBRUARY 29, 2024

NORTH AMERICA

1 unchanged sentence

GREATER CHINA

Asia Pacific & Latin America 1,470 1,647 4,676 5,024

Global Brand Divisions 12 9 39 34

ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS

TOTAL NIKE BRAND

Converse 405 495 1,335 1,602

Corporate ( 26 ) ( 14 ) ( 74 ) ( 19 )

TOTAL NIKE, INC.

REVENUES $ 11,269 $ 12,429 $ 35,212 $ 38,756

EARNINGS BEFORE INTEREST AND TAXES

North America $ 1,103 $ 1,400 $ 3,690 $ 4,360

Europe, Middle East & Africa 480 734 2,103 2,591

Greater China 421 722 1,298 1,761

Asia Pacific & Latin America 346 471 1,208 1,406

Global Brand Divisions ( 1,093 ) ( 1,199 ) ( 3,453 ) ( 3,572 )

Converse 39 98 213 380

Corporate ( 470 ) ( 874 ) ( 1,577 ) ( 2,060 )

$ 5,020 $ 3,331 $ 1,512 $ 1,490 $ 9 $ 11,362 $ 366 $ ( 8 ) $ 11,720

Cost of Sales

2,897 1,900 798 838 168 6,601 193 ( 17 ) 6,777

2,123 1,431 714 652 ( 159 ) 4,761 173 9 4,943

Demand creation expense

442 313 99 97 203 1,154 33 1 1,188

Operating overhead expense

547 382 238 208 831 2,206 102 520 2,828

Total selling and administrative expense

989 695 337 305 1,034 3,360 135 521 4,016

Other segment items (1)

— 1 — ( 3 ) ( 1 ) ( 3 ) ( 1 ) 27 23

EARNINGS (LOSS) BEFORE INTEREST AND TAXES

$ 1,134 $ 735 $ 377 $ 350 $ ( 1,192 ) $ 1,404 $ 39 $ ( 539 )

Interest expense (income), net

1 unchanged sentence

INCOME BEFORE INCOME TAXES

FEBRUARY 28, MAY 31,

Supplemental information:

Depreciation and amortization (2)

$ 38 39 12 16 54 159 2 29 $ 190

(1) At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business.

At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.

(2) The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

THREE MONTHS ENDED AUGUST 31, 2024

(Dollars in millions)

ACCOUNTS RECEIVABLE, NET

NORTH AMERICA

1 unchanged sentence

GREATER CHINA

Asia Pacific & Latin America 680 792

Global Brand Divisions 103 103

Total NIKE Brand 4,283 4,184

Converse 201 201

Corporate 7 42

TOTAL ACCOUNTS RECEIVABLE, NET $ 4,491 $ 4,427

North America $ 3,107 $ 3,134

Europe, Middle East & Africa 1,892 2,028

Greater China 1,100 1,070

Asia Pacific & Latin America 934 810

Global Brand Divisions 154 166

ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS

TOTAL NIKE BRAND

Converse 285 296

Corporate 67 15

TOTAL INVENTORIES (1)

TOTAL NIKE, INC.

$ 4,826 $ 3,143 $ 1,666 $ 1,462 $ 14 $ 11,111 $ 501 $ ( 23 ) $ 11,589

(1) Inventories as of February 28, 2025 and May 31, 2024, were substantially all finished goods.

FEBRUARY 28, MAY 31,

Cost of Sales

2,627 1,695 855 782 153 6,112 233 ( 13 ) 6,332

2,199 1,448 811 680 ( 139 ) 4,999 268 ( 10 ) 5,257

Demand creation expense

452 290 114 90 242 1,188 35 3 1,226

Operating overhead expense

529 366 240 188 846 2,169 113 540 2,822

Total selling and administrative expense

981 656 354 278 1,088 3,357 148 543 4,048

Other segment items (1)

2 — ( 45 ) — — ( 43 ) ( 1 ) ( 11 ) ( 55 )

EARNINGS (LOSS) BEFORE INTEREST AND TAXES

$ 1,216 $ 792 $ 502 $ 402 $ ( 1,227 ) $ 1,685 $ 121 $ ( 542 )

Interest expense (income), net

TOTAL NIKE, INC.

INCOME BEFORE INCOME TAXES

Supplemental information:

Depreciation and amortization (2)

$ 36 35 13 11 57 152 4 32 $ 188

(1) At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business.

(2) The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.

AUGUST 31, MAY 31,

(Dollars in millions)

PROPERTY, PLANT AND EQUIPMENT, NET

INVENTORIES (1)

North America $ 3,524 $ 3,198

5 unchanged sentences

Converse 247 272

Corporate 1,680 1,758

TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ 4,717 $ 5,000

( 90 ) ( 27 )

TOTAL NIKE, INC.

$ 8,114 $ 7,489

(1) Inventories as of August 31, 2025 and May 31, 2025 were substantially all finished goods.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows.

NOTE 13 — RESTRUCTURING

During the third quarter of fiscal 2024, the Company announced a multi-year enterprise initiative designed to accelerate its future growth.

As part of this initiative, management streamlined the organization which resulted in a net reduction in the Company's global workforce.

During the third quarter of fiscal 2024, the Company recognized pre-tax restructuring charges of $ 403 million, with $ 379 million primarily related to employee severance costs and $ 24 million related to accelerated stock-based compensation.

Of the $ 403 million pre-tax restructuring charges, $ 340 million was classified within Operating overhead expense and $ 63 million was classified within Cost of sales.

As of the second quarter of fiscal 2025, the restructuring initiative was substantially complete.

During the nine months ended February 28, 2025, the Company made cash payments of $ 243 million related to employee severance.

As of May 31, 2024, $ 267 million of related pre-tax restructuring charges were reflected within Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.

NOTE 12 — SUPPLIER FINANCE PROGRAMS

2 unchanged sentences

The Company's obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in these programs and the Company does not provide guarantees to third parties in connection with these programs.

As of February 28, 2025 and May 31, 2024, the Company had $ 1,050 million and $ 840 million, respectively, of outstanding supplier obligations confirmed as valid under these programs.

As of August 31, 2025 and May 31, 2025, the Company had $ 1,314 million and $ 1,101 million, respectively, of outstanding supplier obligations confirmed as valid under these programs.

These amounts are included within Accounts payable on the Unaudited Condensed Consolidated Balance Sheets.

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-Q

Item 1. Financial Statements