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The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following:
−Removed: risks relating to our business strategy, including, but not limited to, risks related to an increased focus on sport and rebalancing of our channel mix;
+Added: risks relating to our business strategy and growth initiatives, including, but not limited to, risks related to an increased focus on sport and rebalancing of our product and channel mix;
intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers;
−Removed: NIKE's ability to successfully innovate and compete in various categories;
+Added: NIKE's ability to successfully innovate and compete in various categories and geographies;
new product development and innovation;
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the ability of NIKE to sustain, manage or forecast its growth and inventories;
−Removed: the size, timing and mix of purchases of NIKE's products;
+Added: the size, timing and mix of purchases of NIKE's products and other factors referenced herein;
increases in the cost of materials, labor and energy used to manufacture products;
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• Our sales are impacted by discretionary spending by consumers.
−Removed: Declines in consumer spending have in the past resulted in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations or returns, lower revenues, higher discounts and lower gross margins.
+Added: Declines in consumer spending have in the past resulted in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, increased order cancellations or returns, lower revenues, higher discounts and lower gross margins.
• In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable to do so.
−Removed: • We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
+Added: • We transact in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies has had and could continue to have a significant impact on our reported operating results and financial condition.
−Removed: • Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton or petroleum derivatives) has had and could in the future have a material adverse effect on our costs, gross margins and profitability.
−Removed: In addition, supply chain issues caused by factors, including geopolitical conflicts, tariffs and trade policies and pandemics, have impacted and may in the future impact the availability, pricing and timing for obtaining commodities and raw materials.
−Removed: • If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense.
+Added: • Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton or petroleum derivatives) has had and could have a material adverse effect on our costs, gross margins and profitability.
+Added: Supply chain issues caused by factors, including geopolitical conflicts, tariffs and trade policies and pandemics, have impacted and may in the future impact the availability, pricing and timing for obtaining commodities and raw materials.
+Added: • If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products, this could result in reduced orders, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater collection efforts expense and increased bad debt expense.
• In the past, certain retailers of our products have experienced severe financial difficulty, become insolvent and ceased business operations, and this could occur in the future, which could negatively impact the sale of our products to consumers.
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NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design trends affect the demand for our products, services and experiences.
−Removed: The athletic footwear, apparel and equipment industry is highly competitive both in the United States and worldwide.
−Removed: We compete with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private label brands offered by major retailers and various other large companies that have diversified lines of athletic and leisure footwear, apparel and equipment.
+Added: The athletic footwear, apparel and equipment industry is highly competitive.
+Added: We compete with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private label brands offered by major retailers and other large companies that have diversified lines of athletic and leisure footwear, apparel and equipment.
New competitors frequently enter the markets we serve.
−Removed: We also compete with other companies for the production capacity of contract manufacturers that produce our products.
+Added: We also compete with other companies for the production capacity of contract manufacturers.
In addition, we and our contract manufacturers compete with other companies and industries for raw materials used in our products.
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Product offerings, product innovations and technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing, costs of production, customer service, digital commerce platforms, digital services and experiences and social media presence are areas of intense competition.
−Removed: These, in addition to ongoing rapid changes in technology (including marketing and advertising technology) and artificial intelligence ("AI"), a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies (some of which may be able to react more nimbly to changes in consumer preferences) and changes in consumer preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.
−Removed: In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, constitutes a risk factor implicating our NIKE Direct and wholesale operations.
+Added: The markets in which we compete are undergoing continued technological innovation and disruption, including the increased use of artificial intelligence (“AI”) and machine learning by consumers, competitors, retailers and digital commerce platforms.
+Added: If we cannot innovate, enhance our NIKE Direct platforms, digital services and experiences, or leverage AI-enabled and other new technologies across our direct to consumer and wholesale operations at a pace consistent with consumer expectations and industry developments, our competitive position, consumer engagement, demand for our products, services and experiences, and results of operations could be adversely affected.
+Added: These, in addition to a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies (some of which may be able to react more nimbly to changes in consumer preferences) and changes in consumer preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.
+Added: In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, constitutes a risk factor affecting our NIKE Direct and wholesale operations.
If we do not adequately and timely anticipate and respond to our competitors, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.
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Central banks deploy various strategies to combat inflation, including increasing interest rates, which impact our borrowing costs.
−Removed: Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other countries around the world, may also increase volatility.
+Added: Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other countries, may also increase volatility.
Additionally, there has been, and may continue to be, volatility in currency exchange rates that impact the U.S.
−Removed: Dollar value relative to other international currencies.
+Added: Dollar relative to other international currencies.
Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses are affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S.
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Currency exchange rate fluctuations could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.
−Removed: Foreign currency fluctuations have adversely affected and could continue to have an adverse effect on our results of operations and financial condition.
+Added: Foreign currency fluctuations have adversely affected and could continue to adversely affect our results of operations and financial condition.
We hedge certain foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations on our financial results.
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We may be adversely affected by the financial health of our wholesale customers.
−Removed: We extend credit to our customers based on an assessment of a customer's financial condition, generally without requiring collateral.
+Added: We extend credit to our customers based on an assessment of their financial condition, generally without requiring collateral.
To assist in the scheduling of production and the shipping of our products, we offer certain customers the opportunity to place orders five to six months ahead of delivery under our futures ordering program.
These advance orders may be canceled under certain conditions, and the risk of cancellation increases when dealing with financially unstable retailers or retailers struggling with economic uncertainty.
−Removed: In the past, some customers have experienced financial difficulties up to and including bankruptcies, which have had an adverse effect on our sales, our ability to collect on receivables and our financial condition.
+Added: In the past, some customers have experienced financial difficulties up to and including bankruptcies, which have adversely affected our sales, receivables and financial condition.
When the retail economy weakens or as consumer behavior shifts, retailers tend to be more cautious with orders.
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Retailers that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and orders for our products.
−Removed: Climate change, extreme weather conditions and natural disasters may have an adverse impact on our business and results of operations.
+Added: Climate change, extreme weather conditions and disasters may have an adverse impact on our business and results of operations.
There are concerns that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused, and may continue to cause, potentially at a growing rate, increases in global temperatures, changes in weather patterns and increasingly frequent and/or prolonged extreme weather and climate events.
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Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such as shifts in weather patterns.
−Removed: Extreme weather conditions in the areas in which our retail stores, suppliers, manufacturers, customers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and financial condition.
−Removed: Moreover, natural disasters such as earthquakes, hurricanes, wildfires, tsunamis, floods or droughts, whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages and public health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively impact our operating results and financial condition.
−Removed: In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, manufacturers, employees, customers, distribution centers or vendors are located, our continued success would depend, in part, on the safety and availability of the relevant personnel and facilities and proper functioning of our or third parties' computer, network, telecommunication and other systems and operations.
−Removed: In addition, a natural disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise.
+Added: Extreme weather conditions and other natural or manmade disasters in the areas in which our retail stores, suppliers, manufacturers, customers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and financial condition.
+Added: Moreover, natural disasters such as earthquakes, hurricanes, wildfires, tsunamis, floods or droughts, whether occurring in the United States or abroad, and their related consequences and effects, including, but not limited to, energy shortages and public health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively impact our operating results and financial condition.
+Added: In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, manufacturers, employees, customers, distribution centers or vendors are located, our continued success would depend, in part, on the safety and availability of the relevant personnel, facilities, machinery and equipment and proper functioning of our or third parties' computer, network, telecommunication and other systems and operations.
+Added: In addition, a disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise.
Further, climate change may increase both the frequency and severity of extreme weather conditions and natural disasters, which may affect our business operations, either in a particular region or globally, as well as the activities of our third-party vendors and other suppliers, manufacturers and customers.
−Removed: The diversity of locations in which we operate, our operational
+Added: The diversity of locations in which we operate, our operational size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services
2026 FORM 10-K 11
−Removed: size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.
+Added: ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.
If we were to experience a local or regional disaster or other business continuity event or concurrent events, we could experience operational challenges, in particular depending upon how a local or regional event may affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive officers or personnel.
−Removed: For example, our World Headquarters is located in a seismic zone, which is at a higher risk for earthquakes and the related consequences or effects.
+Added: For example, the Philip H.
+Added: Knight Campus is located in a seismic zone, which is at a higher risk for earthquakes and the related consequences or effects.
Further, if we are unable to find alternative suppliers, replace capacity at key manufacturing or distribution locations or quickly repair damage to our Information Technology Systems or supply systems, we could be late in delivering, or be unable to deliver, products to our customers.
These events could result in reputational damage, lost sales, cancellation charges or markdowns, all of which could have an adverse effect on our business, results of operations and financial condition.
−Removed: Globally, the expectations of regulators and other key stakeholders on corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition.
−Removed: Corporate responsibility and sustainability-related topics, including climate change and diversity, as well as companies’ actions and initiatives on such issues, have received significant attention from a wide range of stakeholders.
−Removed: Our ability to meet the expectations and requirements of key stakeholders, particularly in light of rapid changes in regulations, interpretations of existing regulations or consumer preferences, could affect our business, operating results and financial condition, as well as our policies and procedures relating to corporate responsibility and sustainability-related matters.
−Removed: For example, federal, state or local governmental authorities in various countries are implementing, have proposed and are likely to continue to propose, legislative and regulatory initiatives regarding corporate responsibility and sustainability-related matters, ranging from the disclosure of corporate greenhouse gas emissions to limitations on corporate diversity programs, among others.
−Removed: Compliance with such laws, regulations or policies, including any that may be adopted in the future, could increase the costs of operating our businesses, reduce the demand for our products and impact the prices we charge our customers, any or all of which could adversely affect our results of operations.
−Removed: in addition, various countries and regions have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those in other jurisdictions, which could increase the complexity of, and potential cost related to complying with, such regulations.
−Removed: Failure to comply with any legislation, regulation or policy, including as a result of making good faith interpretations that may differ from those taken by authorities in relevant jurisdictions, could potentially result in legal, reputational and operational risks.
−Removed: Moreover, our consumers, customers, employees and other stakeholders on products have diverse expectations, demands and perspectives on sustainability matters, which are subject to continued evolution.
−Removed: In order to meet their expectations, we may need to incur increased costs, including to conduct additional due diligence or make additional investments in facilities and equipment.
−Removed: These efforts may in turn impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and could adversely impact our business, operating results and financial condition.
−Removed: We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could harm our reputation, reduce customer demand for our products and services, and subject us to legal, reputational and operational risks.
−Removed: Although we have announced corporate responsibility and sustainability-related goals and targets, there can be no assurance that our stakeholders will agree with our goals, targets or strategies, or be satisfied with our efforts to implement them.
−Removed: Any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements, could result in adverse publicity and adversely affect our business and reputation.
−Removed: Execution of these strategies and achievement of our goals and targets is subject to risks and uncertainties, many of which are outside of our control.
−Removed: In particular, with respect to our sustainability efforts, these risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes;
+Added: Globally, expectations and regulations regarding corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition.
+Added: Corporate responsibility and sustainability-related topics, including climate change and diversity, as well as companies’ actions and initiatives on such issues, continue to receive significant attention from a wide range of stakeholders, who may have varied, evolving and sometimes conflicting expectations regarding our policies, practices, disclosures, goals and targets.
+Added: In addition, federal, state, local and foreign governmental authorities have adopted or proposed, and are likely to continue to adopt or propose, legislative and regulatory initiatives regarding corporate responsibility and sustainability-related matters, ranging from the disclosure of corporate greenhouse gas emissions to limitations on corporate diversity programs, among others, and these requirements may differ or conflict across jurisdictions, increasing the complexity and cost of compliance.
+Added: Responding to such expectations and complying with such laws, regulations or policies, or any failure or perceived failure to satisfy them, including as a result of good-faith interpretations that may differ from those taken by authorities in relevant jurisdictions, could increase the costs of operating our businesses, including by requiring us to conduct additional due diligence or make additional investments in facilities and equipment, reduce the demand for our products and impact the prices we charge our customers, or result in legal, reputational and operational risks, any or all of which could adversely affect our results of operations and financial condition.
+Added: Although we have announced corporate responsibility and sustainability-related goals and targets, there can be no assurance that we will be able to execute our strategies or achieve our goals within the currently projected costs and expected timeframes, or that our stakeholders will agree with our goals, targets or strategies, or be satisfied with our efforts to implement them.
+Added: Execution of these strategies and achievement of our goals and targets are subject to risks and uncertainties, many of which are outside of our control, including regulatory developments;
the availability and cost of raw materials and renewable energy;
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the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis;
−Removed: compliance with, changes or additions to, and divergence in, global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals;
−Removed: adapting products to customer preferences and customer acceptance of sustainable supply chain solutions;
−Removed: diverging and evolving expectations and demands from key stakeholders, including as a result of changing regulations in their jurisdictions;
+Added: customer acceptance of sustainable products or supply chain solutions;
and the actions of competitors and competitive pressures.
−Removed: As a result, there is no assurance that we will be able to adequately meet stakeholder expectations, successfully execute our strategies or achieve our corporate responsibility and sustainability-related goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.
+Added: As a result, there is no assurance that we will meet stakeholder expectations, successfully execute our strategies, or maintain or achieve any corporate responsibility or sustainability-related target, goal or commitments, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.
Our financial condition and results of operations have been, and could in the future be, adversely affected by a pandemic, epidemic or other public health emergency.
Pandemics and other public health emergencies, and preventative measures taken to contain or mitigate such crises have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.
−Removed: These events have led to and could again lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and discretionary spending by consumers
−Removed: 2025 FORM 10-K 12
−Removed: and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.
+Added: These events have led to and could again lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and discretionary spending by consumers and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.
We cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by a pandemic and preventative measures.
−Removed: Risks presented by pandemics and other public health emergencies include, but are not limited to:
−Removed: • Deterioration in economic conditions in the United States and globally;
−Removed: • Disruptions to our distribution centers, contract manufacturers, finished goods factories and other vendors impacting our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets;
−Removed: • Supply chain impacts;
−Removed: • Decreased retail traffic;
−Removed: • Reduced consumer demand for, or spend on, our products;
−Removed: • Cancellation or postponement of sports seasons and sporting events;
−Removed: • Bankruptcies or other financial difficulties facing our wholesale customers;
−Removed: • Significant disruption of and volatility in global financial markets.
+Added: Risks presented by pandemics and other public health emergencies include, but are not limited to, macroeconomic deterioration, supply chain and distribution disruption, reduced retail traffic and consumer demand, cancellation or postponement of sports seasons and sporting events, wholesale customer distress and other disruption and volatility in global financial markets.
We cannot reasonably predict the ultimate impact of any pandemic or public health emergency, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic or public health emergency, the impact of governmental regulations that have been, and may continue to be, imposed in response, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of vaccines, including against emerging variants of the infectious disease, and global economic conditions.
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Risk Factors, any of which could have a material effect on us.
+Added: 2026 FORM 10-K 12
Business and Operational Risks
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In addition, our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media and digital environment, including our reliance on social media, digital advertising networks, digital and advertising technology, and digital dissemination of advertising campaigns on our digital platforms and through our digital experiences and products.
−Removed: We could be adversely impacted if we fail to achieve any of these objectives.
+Added: We could be adversely impacted if we fail to maintain or enhance our brand image and reputation.
Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity, purpose and brand culture.
−Removed: Negative claims or publicity involving us, our culture and values, our products, services and experiences, consumer data, or any of our key employees, endorsers, sponsors, suppliers or partners could seriously damage our reputation and brand image, regardless of whether such claims are accurate.
−Removed: For example, while we require our suppliers of our products to operate their business in compliance with applicable laws and regulations, we do not control their practices.
+Added: Negative claims or publicity involving us, our culture and values, our products, services and experiences, consumer data, or any of our key employees, endorsers, sponsors, suppliers or partners could damage our reputation and brand image, regardless of whether such claims are accurate.
+Added: For example, while we require our suppliers of our products to operate in compliance with applicable laws and regulations, we do not control their practices.
Negative publicity relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish consumer trust in our brand.
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Our success depends on our ability to identify, originate and define product trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner so that our product offerings evolve and are responsive to consumer demands.
−Removed: However, lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or
−Removed: 2025 FORM 10-K 13
−Removed: consumer preferences.
+Added: However, lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences.
+Added: In addition, advances in technology, including AI-enabled tools, digital commerce platforms and data analytics, may accelerate shifts in consumer preferences and shorten the windows in which we can identify, design and market products responsive to those preferences.
+Added: If we are unable to use these tools effectively, our products may fail to meet evolving consumer demand.
All of our products are subject to changing consumer preferences that cannot be predicted with certainty.
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In addition, we market our products globally through a diverse spectrum of advertising and promotional programs and campaigns, including social media and other digital advertising networks.
−Removed: If we do not successfully market our products, if advertising and promotional costs increase or if certain advertising networks are no longer available, these factors could have an adverse effect on our business, financial condition and results of operations.
+Added: If we do not successfully market our products, if advertising and promotional costs increase, if certain advertising networks are no longer available, or if we are unable to take advantage of technological advances in the marketplace, these factors could have an adverse effect on our business, financial condition and results of operations.
We rely on technical innovation and high-quality products to compete.
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Research and development play a key role in technical innovation.
−Removed: We rely upon specialists in the fields of biomechanics, chemistry, exercise physiology, engineering, digital technologies, industrial design, sustainability and related fields, as well as research committees and advisory boards made up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to develop and test cutting-edge performance products.
+Added: We rely upon specialists in the fields of biomechanics, chemistry, exercise physiology, engineering, digital technologies, industrial design, sustainability and related fields, as well as research committees and advisory boards of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to develop and test cutting-edge performance products.
While we strive to produce products that help to enhance athletic performance and reduce injury and maximize comfort, if we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products (including the introduction of bias or inaccuracies in our products), we may incur substantial expense to remedy the problems and loss of consumer confidence.
+Added: 2026 FORM 10-K 13
Our business is affected by seasonality, which could result in fluctuations in our operating results.
We experience moderate fluctuations in aggregate sales volume during the year.
−Removed: Historically, revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third fiscal quarters.
−Removed: However, the mix of product sales may vary considerably from time to time or in the future as a result of strategic shifts in our business and seasonal or geographic demand for particular types of footwear, apparel and equipment and in connection with the timing of significant sporting events, such as the NBA Finals, Olympics or the World Cup, among others.
+Added: The mix of product sales may vary considerably from time to time or in the future as a result of strategic shifts in our business and seasonal or geographic demand for particular types of footwear, apparel and equipment and in connection with the timing of significant sporting events, such as the NBA Finals, Olympics or the World Cup, among others.
In addition, our customers may, and from time to time do, cancel orders, change delivery schedules or change the mix of products ordered with minimal notice.
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We establish relationships with professional athletes, sports teams and leagues, as well as other public figures, including artists, designers and influencers, to develop, evaluate and promote our products, as well as establish product authenticity with consumers.
−Removed: However, as competition in our industry has increased, the costs associated with establishing and retaining such sponsorships and other relationships have increased, and competition to attract and retain high-quality endorsers has increased.
−Removed: If we are unable to negotiate new, or maintain our current, associations with professional athletes, sports teams and leagues, or other public figures, or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.
+Added: However, as competition in our industry has increased, the costs associated with establishing and retaining such sponsorships and other relationships have increased, and competition to attract and retain high-quality endorsers has intensified, including due to the growing influence of athletes' personal brands, the proliferation of athlete-led commercial ventures and a broader pool of competing brands seeking endorsement relationships.
+Added: If we are unable to negotiate new, or maintain our current, associations with professional athletes, sports teams and leagues, or other public figures, or to do so at a reasonable cost, we could lose the visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.
As a result, our brands, net revenues, expenses and profitability could be harmed.
−Removed: Furthermore, if certain endorsers were to stop using our products contrary to their endorsement agreements, our business could be adversely affected.
−Removed: Poor or non-performance by our endorsers, a failure to continue to correctly identify promising athletes, public figures or sports organizations, to use and endorse our products and brand or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand, sales and profitability.
−Removed: In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm their reputations, or our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.
−Removed: 2025 FORM 10-K 14
+Added: Furthermore, if key endorsers were to stop using our products contrary to their endorsement agreements, or were to launch, or align with, competing brands or athlete-led ventures, our business could be adversely affected.
+Added: Poor or non-performance by key endorsers, a failure to continue to correctly identify promising athletes, public figures or sports organizations, to use and endorse our products and brand or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand, sales and profitability.
+Added: In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm their reputations, or our decisions to cease collaborating with endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image and could have an adverse effect on our sales and financial condition.
Failure to accurately forecast consumer demand has in the past led and could in the future lead to excess inventories or inventory shortages, which has in the past resulted and could in the future result in decreased operating margins, reduced cash flows and harm to our business.
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There is a risk we may be unable to sell excess products ordered from manufacturers.
+Added: Changes in consumer preferences or spending habits, shifts in fashion or athletic trends, a decline in the perceived desirability or cultural relevance of our brands or products, or increased competition could result in lower-than-expected demand and elevated inventory levels.
Inventory levels in excess of customer demand have in the past resulted and may in the future result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows.
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The difficulty in forecasting demand also makes it difficult to estimate our future results of operations, financial condition and cash flows from period to period.
−Removed: A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.
+Added: A failure to accurately predict the level of demand for our products, including as a result of regional demand variability, retailer inventory and shelf-space decisions, or promotional and marketing actions taken to balance customer demand, could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.
Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties.
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Because of their unique design and technological elements, locations and size, these stores require substantially more investment than other stores.
−Removed: Due to the high fixed-cost structure associated with our NIKE Direct retail stores, a decline in sales, a shift in consumer behavior away from brick-and-mortar retail, or the closure, temporary or otherwise, or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.
+Added: Due to the high fixed-cost structure associated with our NIKE Direct retail stores, a decline in sales, a shift in consumer behavior away from brick-and-mortar retail, or the closure, temporary or otherwise,
+Added: 2026 FORM 10-K 14
+Added: or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.
Many factors unique to retail operations, some of which are beyond our control, pose risks and uncertainties.
1 unchanged sentence
credit card fraud and theft in both our retail stores and on digital platforms;
−Removed: mismanagement of existing retail channel partners;
+Added: mismanagement of existing retail partners;
inability to manage costs associated with store construction and operation;
1 unchanged sentence
In addition, we have made significant investments in digital technologies and information systems for the digital aspect of our NIKE Direct operations, and our digital offerings will require co ntinued investment in the development and upgrading of our technology platforms.
+Added: To remain competitive, we may need to develop, integrate and scale AI-enabled search, discovery, personalization, recommendation and other digital commerce capabilities, including through third-party tools and platforms.
+Added: If we are unable to adapt our NIKE Direct platforms and digital experiences to changes in consumer shopping behavior, including increased use of AI-enabled search, comparison-shopping, agentic shopping or other third-party technologies to discover, evaluate or purchase products, our ability to drive traffic, engage consumers and compete effectively could be adversely affected.
In order to deliver high-quality digital experiences, our digital platforms must be designed effectively and work well with a range of other technologies, systems, networks, and standards that we do not control.
2 unchanged sentences
Our competitors may develop, or have already developed, digital experiences, features, content, services or technologies that are similar to ours or that achieve greater acceptance.
−Removed: We may not realize a satisfactory return on our investment in our NIKE Direct operations and management's attention from our other business opportunities could be diverted, which could have an adverse effect on our business, financial condition or results of operations.
+Added: We may not realize a satisfactory return on our investment in our NIKE Direct operations and management's attention from our other business opportunities could be diverted, which could adversely affect our business, financial condition or results of operations.
If the technology-based systems, applications and platforms that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected.
Many of our consumers shop with us through our digital platforms.
−Removed: Consumers frequently use mobile-based devices and applications to shop online with us and with our competitors, and to do comparison shopping, as well as to engage with us and our competitors through digital services and experiences that are offered on mobile platforms.
+Added: Consumers frequently use mobile devices and applications to shop online with us and with our competitors, and to do comparison shopping, as well as to engage with us and our competitors through digital services and experiences on mobile platforms.
We use social media and proprietary mobile applications to interact with our consumers and as a means to enhance their shopping experience.
−Removed: Any failure on our part to provide attractive, effective, reliable, secure and user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our digital commerce business globally and have a material adverse impact on our business and results of operations.
+Added: Any failure on our part to provide attractive, effective, reliable, secure and user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our digital commerce business and have a material adverse impact on our business and results of operations.
In addition, if use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers' needs.
−Removed: If we fail to continue to effectively scale and adapt our digital platforms to accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline.
−Removed: 2025 FORM 10-K 15
+Added: If we fail to continue to effectively scale and adapt our digital platforms to accommodate consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline.
Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores, pricing pressure on our products, difficulty in recreating the in-store experience through our digital commerce business and liability for online content.
1 unchanged sentence
We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business.
−Removed: We are heavily dependent on Information Technology Systems, across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales and distribution, as well as for processing financial information for external and internal reporting purposes, retail operations and other business activities.
−Removed: Information Technology Systems are critical to many of our operating activities and our business processes and may be negatively impacted by any service interruption or shutdown.
+Added: We are heavily dependent on Information Technology Systems, across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales and distribution, as well as for processing financial information for reporting purposes, retail operations and other business activities.
+Added: Information Technology Systems are critical to our operating activities and our business processes and may be negatively impacted by any service interruption or shutdown.
For example, our ability to effectively manage and maintain our inventory and to ship products to customers on a timely basis depends significantly on the reliability of these Information Technology Systems.
2 unchanged sentences
We cannot provide assurance, however, that the measures we take to secure and enhance these systems will be sufficient to protect our Information Technology Systems and prevent cyberattacks, system failures or data or information loss.
−Removed: The failure of these systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, ransomware, denial of service attacks, natural disasters, vendor business interruptions or other causes, failure to properly maintain, protect, repair or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced efficiency of our operations, could require significant time and capital investments to remediate the problem which may not be sufficient to cover all eventualities, and may have an adverse effect on our reputation, results of operations and financial condition.
−Removed: In addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional operational risks to our Information Technology Systems, including, but not limited to, increased risks of cyberattacks.
−Removed: Further, like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, cyberattacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems.
−Removed: To date, these attacks have not had a material impact on our operations, but we cannot provide assurance that they will not have an impact in the future.
+Added: The failure of these systems to operate effectively, including due to security breaches, viruses, threat actors, malware, ransomware, denial of service
+Added: 2026 FORM 10-K 15
+Added: attacks, natural disasters, vendor business interruptions or other causes, failure to properly maintain, protect, repair or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced efficiency of our operations, could require significant time and capital investments to remediate the problem which may not be sufficient to cover all eventualities, and may have an adverse effect on our reputation, results of operations and financial condition.
+Added: In addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional risks to our Information Technology Systems, including, but not limited to, increased risks of cyberattacks.
+Added: Further, like other companies in the retail industry, we have experienced, and we expect to continue to experience, cyberattacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems.
+Added: To date, these attacks have not had a material impact on our operations, though such attacks may in the future result in litigation, regulatory inquiries, investigations, remediation costs and reputational harm, and we cannot assure that they will not have a material impact in the future.
We also use Information Technology Systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements.
6 unchanged sentences
Any interruption in Information Technology Systems may impede our ability to engage in the digital space and result in lost revenues, damage to our reputation, and loss of users.
−Removed: Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyberattacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyberattacks, and a cyberattack could occur and persist for an extended period of time before being detected.
−Removed: Moreover, the extent of a particular cyber incident and the steps that we may need to take to investigate the incident may not be immediately clear, and it may take a significant amount of time before such investigation can be finalized and completed and reliable information about the incident is known.
−Removed: During the pendency of any such investigation, we may not necessarily know the extent of the harm or how best to remediate it and we may be required to disclose incidents before their full extent is known.
−Removed: Moreover, as we integrate AI into our operations, there may be increased cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks against our systems.
+Added: Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyberattacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyberattacks, and a cyberattack could occur and persist for an extended period before being detected.
+Added: Moreover, the extent of and the steps needed to investigate a particular cyber incident may not be immediately clear, and it may take a significant amount of time before such investigation can be completed and reliable information about the incident is known.
+Added: During the pendency of any such investigation, we may not know the extent of the harm or how best to remediate it and we may be required to disclose incidents before their full extent is known.
+Added: Moreover, as we develop, deploy and integrate AI, including internally developed and third-party AI tools, into our operations, digital platforms and business processes, we may face increased cybersecurity, privacy, data governance, operational and compliance risks, including risks related to unauthorized use or misuse of AI tools, data loss or unauthorized access to or disclosure of personal, confidential or proprietary information, inaccurate, biased or unintended outputs, including in certain employment-related uses, system vulnerabilities and rapidly evolving laws, regulations and standards relating to AI, privacy, cybersecurity and data use.
+Added: In addition, threat actors may use AI to increase the speed, scale and sophistication of cyberattacks, including phishing, impersonation, credential theft, exploitation of known or previously unknown software vulnerabilities and other automated, targeted or coordinated attacks against our systems or those of our vendors and other third parties.
We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands.
−Removed: We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties.
−Removed: If our licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it
−Removed: 2025 FORM 10-K 16
−Removed: could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.
+Added: We currently license, and expect to continue licensing, certain proprietary rights, such as trademarks or copyrighted material, to third parties.
+Added: If licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.
We also rely on our licensees to help preserve the value of our brands.
1 unchanged sentence
The misuse of a brand by or negative publicity involving a licensee could have a material adverse effect on that brand and on us.
−Removed: Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk and impair our ability to sell products.
+Added: Consolidation of retailers or concentration of retail market share among a few retailers has increased and may continue to increase and concentrate our credit risk and impair our ability to sell products.
The athletic footwear, apparel and equipment retail markets in some countries are dominated by a few large athletic footwear, apparel and equipment retailers with many stores and accelerating digital commerce capabilities.
−Removed: The market shares of these retailers may increase through acquisitions and construction of additional stores and investments in digital capacity, and as a result of attrition as struggling retailers exit the market.
+Added: The market shares of these retailers have increased and may continue to increase through acquisitions and construction of additional stores and investments in digital capacity, and as a result of attrition as struggling retailers exit the market.
Consolidation of our retailers will concentrate our credit risk with a smaller set of retailers, any of whom may experience declining sales or a shortage of liquidity.
−Removed: In addition, increasing market share concentration among a few retailers in a particular country or region increases the risk that if any one of them substantially reduces their purchases of our products, we may be unable to find sufficient retail outlets for our products to sustain the same level of sales and revenues.
−Removed: If one or more of our counterparty financial institutions default on their obligations to us or fail, we may incur significant losses.
+Added: In addition, increasing market share concentration among a few retailers in a particular country or region increases the risk that if any one of
+Added: 2026 FORM 10-K 16
+Added: them substantially reduces their purchases of our products, we may be unable to find sufficient retail outlets for our products to sustain the same level of sales and revenues.
+Added: If our counterparty financial institutions default on their obligations to us or fail, we may incur significant losses.
As part of our hedging activities, we enter into transactions involving derivative financial instruments, which may include forward contracts, commodity futures contracts, option contracts, collars and swaps with various financial institutions.
−Removed: In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the United States and abroad.
+Added: In addition, we have significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions.
As a result, we are exposed to the risk of default by or failure of counterparty financial institutions.
−Removed: The risk of counterparty default or failure may be heightened during periods of sustained high interest rates and uncertainty in the financial markets as well as economic downturns.
+Added: This risk may be heightened during periods of sustained high interest rates and uncertainty in the financial markets as well as economic downturns.
If one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default, or our assets deposited or held in accounts with such counterparty, may be limited by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings.
In the event of default or failure of one or more of our counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition.
−Removed: We rely on a concentrated source base of contract manufacturers to supply a significant portion of our footwear products.
−Removed: We rely upon a concentrated amount of contract manufacturers, which we do not own or operate, to manufacture all of the footwear products we sell, see "Manufacturing" for additional information.
+Added: We rely on a concentrated base of contract manufacturers to supply a significant portion of our footwear products.
+Added: We rely upon a concentrated amount of contract manufacturers, which we do not own or operate, to manufacture all of the footwear products we sell, see Item 1.
+Added: Business, "Manufacturing" for additional information.
Our ability to meet our customers' needs depends on our ability to maintain a steady supply of products from our contract manufacturers.
−Removed: If one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business operations, sales, financial condition or results of operations.
+Added: If one or more of our significant suppliers were to sever or significantly alter the terms of their relationship with us, including due to changes in applicable trade policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business operations, sales, financial condition or results of operations.
Additionally, if any of our primary footwear contract manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations.
−Removed: Certain of our contract manufacturers are highly specialized and only produce a specific type of product.
+Added: Certain contract manufacturers are highly specialized and only produce a specific type of product.
Such contract manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer sufficient demand for the types of products they produce.
−Removed: If, in the future, the relevant products are again in demand and the specialized contract manufacturers no longer exist, we may not be able to locate replacement facilities to manufacture certain footwear products in a timely manner or at all, which could have a material adverse effect on our sales, financial condition or results of operations.
+Added: If, in the future, the relevant products are again in demand and the specialized contract manufacturers no longer exist, we may not be able to locate replacement facilities to manufacture certain products in a timely manner or at all, which could have a material adverse effect on our sales, financial condition or results of operations.
The success of our business depends, in part, on high-quality employees, including key personnel as well as our ability to maintain our workplace culture and values.
1 unchanged sentence
The loss of the services of key individuals, or any negative perception with respect to these individuals, or our workplace culture or values, could harm our business.
−Removed: Our success also depends on our ability to recruit, retain and engage our personnel sufficiently, both to maintain our current business and to execute our strategic initiatives.
+Added: Our success also depends on our ability to recruit, retain and engage sufficient personnel with the needed skills to maintain our current business and to execute our strategic initiatives.
Competition for employees in our industry is intense and we may not be successful in attracting and retaining such personnel.
−Removed: Changes to our current and future work models may not meet the needs or expectations of our employees or may not be perceived as favorable compared to other companies' policies, which could negatively impact our ability to attract, hire and retain our employees.
−Removed: In addition, shifts in U.S.
−Removed: immigration and work permit policies or other changes in the legal and regulatory environment could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the United States.
−Removed: Our policies and practices have been, and may further be, affected by legal and regulatory scrutiny of, as well as changes in regulations (or changes in the interpretation of existing regulations) relating to, policies related to inclusion and belonging, employee engagement and climate
−Removed: 2025 FORM 10-K 17
−Removed: change, which may further impact our ability to attract, hire and retain employees.
+Added: Changes to our current and future work models or strategic priorities may not meet the needs or expectations of our employees or may not be perceived as favorable compared to other companies, which could negatively impact our ability to attract, hire and retain our employees.
+Added: In addition, shifts in immigration and work permit policies or other changes in the legal and regulatory environment could negatively impact our ability to attract, hire and retain highly skilled employees.
+Added: Our policies and practices have been, and may further be, affected by legal and regulatory scrutiny of, as well as changes in regulations (or changes in the interpretation of existing regulations) relating to, policies related to inclusion and belonging, employee engagement and climate change, which may further impact our ability to attract, hire and retain employees.
W e also believe that our corporate culture has been a key driver of our success, and we have invested substantial time and resources in building, maintaining and evolving our culture.
1 unchanged sentence
The market for prime real estate is competitive.
−Removed: Our ability to effectively obtain real estate to open new retail stores and otherwise conduct our operations, both domestically and internationally, depends on the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics and other factors.
+Added: Our ability to effectively obtain real estate to open new retail stores, expand and operate our distribution facilities and otherwise conduct our operations, both domestically and internationally, depends on the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease economics, demographics and other factors.
We also must be able to effectively renew our existing real estate leases.
1 unchanged sentence
Failure to secure adequate new locations or successfully modify leases for existing locations, or failure to effectively manage the profitability of our existing fleet of retail stores, could have an adverse effect on our operating results and financial condition.
+Added: Declines in store traffic, changes in consumer shopping behavior, shifts to digital commerce, local safety concerns or reduced profitability of certain store formats or regions could adversely affect our store strategy, lease decisions and operating results.
Additionally, the economic environment may make it difficult to determine the fair market rent of real estate properties domestically and internationally.
This could impact the quality of our decisions to exercise lease options at previously negotiated rents and to renew expiring leases at negotiated rents.
−Removed: Any adverse effect on the quality of these decisions could impact our ability to retain real estate locations adequate to meet our targets or efficiently manage the profitability of our existing fleet of stores, which could have an adverse effect on our operating results and financial condition.
+Added: Any adverse effect on the quality of these decisions could impact our
+Added: 2026 FORM 10-K 17
+Added: ability to retain real estate locations adequate to meet our targets or efficiently manage the profitability of our existing fleet of stores, which could have an adverse effect on our operating results and financial condition.
Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to United States or foreign employment regulations.
We have significant exposure to changes in domestic and foreign laws governing our relationships with our workforce, including wage and hour laws and regulations, fair labor standards, minimum wage requirements, overtime pay, unemployment tax rates, workers' compensation rates, citizenship requirements and payroll taxes, which could have a direct impact on our operating costs.
−Removed: A significant increase in minimum wage or overtime rates in countries where we have workforce could have a significant impact on our operating costs and may require that we relocate those operations or take other steps to mitigate such increases, all of which may cause us to incur additional costs.
+Added: A significant increase in minimum wage or overtime rates in countries where we have a workforce could have a significant impact on our operating costs and may require that we relocate those operations or take other steps to mitigate such increases, all of which may cause us to incur additional costs.
There is also a risk of potential claims that we have violated laws related to discrimination and harassment, health and safety, wage and hour laws, criminal activity, personal injury and other claims.
3 unchanged sentences
Nearly all of our athletic footwear and apparel is manufactured outside of the United States, and the majority of our products are sold outside of the United States.
−Removed: Accordingly, we are subject to the risks generally associated with global trade and doing business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our products are manufactured or where we sell products.
+Added: Accordingly, we are subject to the risks associated with global trade and doing business abroad, including foreign laws and regulations, varying consumer preferences across geographic regions, political tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our products are manufactured or sold.
Changes in U.S.
or international social, political, regulatory and economic conditions could impact our business, reputation, financial condition and results of operations.
−Removed: In particular, political and economic instability, geopolitical conflicts, political unrest, civil strife, terrorist activity, acts of war, public corruption, expropriation, nationalism and other economic or political uncertainties in the United States or internationally could interrupt and negatively affect the sale of our products or other business operations.
−Removed: Any negative sentiment toward the United States as a result of any such changes could also adversely affect our business.
+Added: In particular, political and economic instability, geopolitical conflicts, political unrest, civil strife, terrorist activity, acts of war, public corruption, expropriation, nationalism and other uncertainties in the United States or internationally could interrupt and negatively affect the sale of our products or other business operations.
+Added: Any negative sentiment toward the United States due to any such changes could also adversely affect our business.
In addition, terrorist acts, military conflict and disease outbreaks have increased the risks of doing business abroad.
−Removed: These factors, among others, could affect our ability to manufacture products or procure materials, or our costs for manufacturing and procuring materials, our ability to import products, our ability to sell products in international markets and our cost of doing business.
+Added: These, among others, could affect our ability to manufacture products or procure materials, or our costs for manufacturing and procuring materials, our ability to import products, our ability to sell products abroad and our cost of doing business.
If any of these or other factors make the conduct of business in a particular country undesirable or impractical, our business could be adversely affected.
Our products are subject to risks associated with overseas sourcing, manufacturing and financing.
−Removed: The principal materials used in our footwear products — natural and synthetic rubber, plastic compounds, foam cushioning materials, natural and synthetic leather, nylon, polyester and natural fiber textiles and polyurethane films — are locally available to manufacturers.
−Removed: The principal materials used in our apparel products — natural and synthetic fabrics, yarns and threads (both virgin and recycled), specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain and/or snow as well as plastic and metal hardware — are also available in countries where our manufacturing takes place.
+Added: The principal materials used in our footwear and apparel products, as described under Item 1.
+Added: Business "Manufacturing," are generally available to manufacturers locally or in the countries where our manufacturing takes place.
Both our apparel and footwear products are dependent upon the ability of our contract manufacturers to locate, train, employ and retain adequate personnel.
−Removed: NIKE contract manufacturers and materials suppliers buy raw materials and are subject
−Removed: 2025 FORM 10-K 18
−Removed: to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products are manufactured.
+Added: NIKE contract manufacturers and materials suppliers source raw materials and are subject to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products are manufactured.
There could be a significant disruption in the supply of fabrics or raw materials from current sources or, in the event of a disruption or heightened competition for such materials, our contract manufacturers might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price or at all.
−Removed: Further, our contract manufacturers have experienced and may continue to experience in the future, unexpected closures, unexpected increases in work wages or other changes in labor standards, whether government mandated or otherwise, and increases in compliance costs due to governmental regulation concerning certain metals, fabrics or raw materials used in the manufacturing of our products.
−Removed: In addition, we cannot be certain that manufacturers that we do not contract and that we refer to as "unaffiliated manufacturers" will be able to fill our orders in a timely manner.
+Added: Further, our contract manufacturers have experienced and may continue to experience in the future, unexpected closures, unexpected increases in work wages or other changes in labor standards and sustainability-related requirements, whether government mandated or otherwise, and increases in compliance costs due to governmental regulation concerning certain metals, fabrics or raw materials used in the manufacturing of our products.
+Added: In addition, we cannot be certain that manufacturers that we do not contract and that we refer to as "unaffiliated manufacturers" will be able to fill our orders in a manner that is timely and compliant with applicable requirements.
If we experience significant increases in demand, or reductions in the availability of materials, or need to replace an existing contract manufacturer or materials supplier, there can be no assurance additional supplies of fabrics or raw materials or additional manufacturing capacity will be available when required on terms acceptable to us, or at all, or that any contract manufacturer, unaffiliated manufacturer, or any materials supplier would allocate sufficient capacity to us in order to meet our requirements.
1 unchanged sentence
In addition, changes we make in managing the supply of our products, such as changes to decrease the supply of certain products, pose the risk that we may not be able to meet demand for, or ramp up production of, certain products timely or without additional cost.
−Removed: Any delays, interruption or increased costs in labor or wages, in the supply of materials or in the manufacturing of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.
−Removed: Because contract manufacturers make a majority of our products outside of our principal sales markets, our products must be transported by third parties over large geographic distances.
−Removed: Delays in the shipment or delivery of our products due to the availability of transportation, container shortages, labor shortages, including work stoppages or port strikes, infrastructure and port congestion or other factors, and costs and delays associated with consolidating or transitioning between manufacturers, have adversely impacted, and could in the future adversely impact the availability of our products and, in turn, our financial performance.
+Added: Any delays, interruptions or increased costs in labor or wages, in the supply of materials or in the manufacturing of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short- and long-term.
+Added: Because contract manufacturers make a majority of our products outside of our principal sales markets, our products must be transported by third parties over large distances.
+Added: Delays in the shipment or delivery of our products due to the availability of
+Added: 2026 FORM 10-K 18
+Added: transportation, container shortages, labor shortages, including work stoppages or port strikes, infrastructure and port congestion or other factors, and costs and delays associated with consolidating or transitioning between manufacturers, have adversely impacted, and could in the future adversely impact the availability of our products and, in turn, our financial performance.
In addition, delays in the shipment or delivery of our products, manufacturing delays or unexpected demand for our products have required us, and may in the future require us to use faster, but more expensive, transportation methods such as air freight, which could adversely affect our profit margins.
2 unchanged sentences
trade policies, including modifications to import tariffs and existing trade policies and agreements, have also had, and could continue to have a significant impact on our activities in domestic and foreign jurisdictions, and could adversely affect our reputation or results of operations.
−Removed: In addition, we have become, and expect to continue to be, subject to a number of regulations that require us to develop new policies and procedures for, strive to mitigate, and report, certain supply chain risks related to sourcing internationally.
+Added: In addition, we are, and expect to continue to be, subject to a number of regulations that require us to develop new policies and procedures for, strive to mitigate, and report, certain supply chain risks related to sourcing internationally.
These regulations have resulted and may continue to result in increased operating costs and affect how and where we source materials for our products.
3 unchanged sentences
government or other countries, including trade restrictions, sanctions and countersanctions, increased tariffs or quotas, trade agreement enforcement practices, embargoes or safeguards, could require us to change the way we conduct business and adversely affect our results of operations.
−Removed: In addition, changes in (or announcements regarding proposed changes in) laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business, including increased cost of sales.
+Added: In addition, changes in (or announcements of proposed changes in) laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business, including increased cost of sales.
presidential administrations have instituted or proposed changes in trade policies that include the negotiation of new trade agreements, negotiation or termination of existing trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S.
and other countries where we conduct our business.
−Removed: It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.
+Added: It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes.
Changes or proposed changes in U.S.
1 unchanged sentence
Tariffs and other changes in U.S.
−Removed: trade policy have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S.
+Added: trade policy have and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering retaliatory measures on U.S.
Further, protectionist or nationalist trends in the United States or in other countries affect the trade environment.
−Removed: The Company, similar to many other multinational corporations, does a significant amount of business that is impacted by changes to the trade policies of the United States and foreign countries (including governmental
−Removed: 2025 FORM 10-K 19
−Removed: action related to tariffs, international trade agreements, or economic sanctions).
+Added: The Company, like other multinational corporations, does a significant amount of business that is impacted by changes to the trade policies of the U.S.
+Added: and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
Such changes have adversely impacted, and may continue to adversely impact, the U.S.
−Removed: economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
+Added: economy or certain sectors thereof or the economy of other countries in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
In addition, many of our imported products are subject to duties, tariffs or quotas that affect the cost and quantity of various types of goods imported into the United States and other countries.
4 unchanged sentences
Our success depends on our global distribution facilities.
−Removed: We distribute our products to customers directly from the factory and through distribution centers located throughout the world.
−Removed: Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, particularly in emerging markets, depends on the proper operation of our distribution facilities, the development or expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in shipping product to and from our distribution facilities).
−Removed: Our distribution facilities have in the past and could in the future be interrupted by information technology problems, disasters such as earthquakes or fires or outbreaks of disease or government actions taken to mitigate their spread.
+Added: We distribute our products to customers directly from the factory and through global distribution centers.
+Added: Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, particularly in emerging markets, depends on the proper operation of our distribution facilities, the development or expansion of distribution capabilities and the timely performance of services by third parties (including in shipping product to and from our distribution facilities).
+Added: Our distribution facilities have in the past and could in the future be interrupted by information technology problems, disasters such as earthquakes or fires or disease outbreaks or government actions taken to mitigate their spread.
Any significant failure in our distribution facilities could result in an adverse effect on our business.
We maintain business interruption insurance, but it may not adequately protect us from adverse effects caused by significant disruptions in our distribution facilities.
+Added: 2026 FORM 10-K 19
Legal, Regulatory, and Compliance Risks
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If we or our employees, agents, suppliers, and other partners fail to comply with any of these laws or regulations, such failure could subject us to fines, sanctions or other penalties that could negatively affect our reputation, business, financial condition and results of operations.
−Removed: Furthermore, laws, regulations and policies, as well as the evolving interpretation of such, can conflict among jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction.
+Added: Furthermore, laws, regulations and policies, as well as their evolving interpretation, can conflict, and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction.
We are involved in various types of claims, lawsuits, regulatory proceedings and government investigations relating to our business, our products and the actions of our employees and representatives, including contractual and employment relationships, product liability, antitrust, trademark rights and a variety of other matters.
−Removed: It is not possible to predict with certainty the outcome of any such legal or regulatory proceedings or investigations, and we could in the future incur judgments, fines or penalties, or enter into settlements of lawsuits and claims that could have a material adverse effect on our business, financial condition and results of operations and negatively impact our reputation.
−Removed: The global nature of our business means legal and compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters, will continue to exist or might increase and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely affect us.
+Added: It is not possible to predict with certainty the outcome of any such proceedings or investigations, and we could in the future incur judgments, fines or penalties, or enter into settlements of lawsuits and claims that could have a material adverse effect on our business, financial condition and results of operations and negatively impact our reputation.
+Added: The global nature of our business means legal and compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, sustainability, competition, AI, privacy and other regulatory matters, will continue to exist or might increase, and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely affect us.
In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may result in significant unanticipated legal and reputational risks.
5 unchanged sentences
If we are unsuccessful in enforcing our intellectual property rights, continued sales of these products could adversely affect our sales and our brand and could result in a shift of consumer preference away from our products.
−Removed: The actions we take to establish and protect our intellectual property rights may not be adequate to prevent imitation of our products by others.
+Added: Our actions to establish and protect our intellectual property rights may not be adequate to prevent imitation of our products by others.
We also may be unable to prevent others from seeking to block sales of our products as violations of proprietary rights.
−Removed: 2025 FORM 10-K 20
We may be subject to liability if third parties successfully claim we infringe their intellectual property rights.
−Removed: Defending infringement claims could be expensive and time-consuming and might result in our entering into costly license agreements.
+Added: Defending such claims could be expensive and time-consuming and might result in our entering into costly license agreements.
We also may be subject to significant damages or injunctions against development, manufacturing, use, importation and/or sale of certain products.
We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property rights.
−Removed: These actions include contractual measures such as entering into non-disclosure and non-compete agreements and agreements relating to our collaborations with third parties and providing confidential information awareness training.
+Added: These include contractual measures such as non-disclosure and non-compete agreements and agreements relating to our collaborations with third parties and providing confidential information awareness training.
Our controls and efforts to prevent unauthorized use and/or disclosure of confidential information and intellectual property rights might not always be effective.
−Removed: For example, confidential information related to business strategy, innovations, new technologies, mergers and acquisitions, unpublished financial results or personal data could be prematurely, inadvertently, or improperly used and/or disclosed, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price and/or a negative impact on our market position, and could lead to damages, fines, penalties or injunctions.
−Removed: In addition, new products we offer, such as virtual goods, may raise various novel intellectual property law considerations, including adequacy and scope of assignment, licensing, transfer, copyright and other right-of-use issues.
+Added: For example, confidential information related to business strategy, innovations, new technologies, mergers and acquisitions, unpublished financial results or personal data could be prematurely, inadvertently, or improperly used or disclosed, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price or a negative impact on our market position, and could lead to damages, fines, penalties or injunctions.
+Added: In addition, products such as virtual goods, may raise novel intellectual property considerations, including adequacy and scope of assignment, licensing, transfer, copyright and other right-of-use issues.
In addition, the laws of certain countries may not protect or allow enforcement of intellectual property rights to the same extent as the laws of the United States.
4 unchanged sentences
In addition to our own sensitive and proprietary business information, we handle transactional and personal information about our wholesale customers and consumers and users of our digital experiences, which include online distribution channels and product engagement, adaptive products and personal fitness applications.
−Removed: Hackers and data thieves are increasingly sophisticated and operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long periods of time.
−Removed: Any breach of our or our service providers' networks, or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of our consumers', users' or employees' personal information or a disruption of our business.
+Added: Threat actors are increasingly sophisticated and employ social engineering techniques, such as phishing, and large-scale, complex automated attacks that can evade detection for long periods of time.
+Added: Any breach of our or our service providers' networks, or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of our consumers', users' or employees' personal information or a disruption of our
+Added: 2026 FORM 10-K 20
Any of these outcomes could have a material adverse effect on our business, including unwanted media attention, impairment of our consumer and customer relationships, damage to our reputation;
4 unchanged sentences
the United Kingdom enacted the UK General Data Protection Regulation (which implements the GDPR into UK law);
−Removed: several states in the United States have passed data privacy laws;
+Added: states have passed data privacy laws;
China enacted the Data Security Law and Personal Information Protection Law;
and additional jurisdictions have adopted or are considering proposing or adopting similar regulations.
−Removed: These laws impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored.
+Added: These laws, together with a growing patchwork of laws and regulations governing AI, automated decision-making, targeted advertising, profiling and consumer protection, impose additional obligations regarding the handling of personal data and other information, and these requirements continue to evolve.
Compliance with existing, proposed and recently enacted laws and regulations is costly and time consuming, and any failure to comply with these regulatory standards could subject us to legal, operational and reputational risks.
7 unchanged sentences
corporate tax rate.
−Removed: For example, the Organization for Economic Co-operation and Development (the "OECD") and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") has put forth two proposals—Pillar One and Pillar Two—that revise the existing profit allocation and nexus rules and ensure a minimal level of taxation, respectively.
−Removed: Several countries in which we operate, including several European Union member states' have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of 15% which became effective for the Company beginning fiscal 2025.
−Removed: Other countries are also actively considering changes to their tax laws
−Removed: 2025 FORM 10-K 21
−Removed: to adopt certain parts of the Inclusive Framework's proposals.
+Added: For example, the Organization for Economic Co-operation and Development (the "OECD") and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") has put forth two proposals, Pillar One and Pillar Two, that revise existing profit allocation and nexus rules and ensure a minimal level of taxation, respectively.
+Added: Several countries in which we operate, including several European Union member states, have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of 15% which became effective for the Company in fiscal 2025.
+Added: In January 2026, the OECD introduced a "side-by-side" framework under Pillar Two, largely exempting U.S.
+Added: headquartered companies from the application of certain Pillar Two provisions.
+Added: However, these provisions will need to be adopted into law by each of the OECD member countries to be effective.
Although we cannot predict whether or in what form these proposals, or any other changes in the U.S.
2 unchanged sentences
We also utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters.
−Removed: Tax holidays and rulings can expire from time to time and may be extended when certain conditions are met, or terminated if certain conditions are not met.
−Removed: The impact of any changes in conditions would be the loss of certainty in treatment thus potentially impacting our effective income tax rate.
+Added: Tax holidays and rulings can expire and may be extended when certain conditions are met, or terminated if certain conditions are not met.
+Added: Any changes in conditions will impact certainty in treatment thus potentially impacting our effective income tax rate.
For example, in January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company.
11 unchanged sentences
Notwithstanding their contractual obligations, from time to time contractors may not comply with such standards or applicable local law or our licensees may fail to enforce such standards or applicable local law on their contractors.
−Removed: If one or more of our direct or indirect contractors violates or fails to comply with, or is accused of violating or failing to comply with, such standards and laws, this could harm our reputation or result in a product recall and, as a result, could have an adverse effect on our sales and financial condition.
−Removed: Negative publicity regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers, manufacturers or licenses or result in the imposition of additional regulations, including new or additional quotas, tariffs, sanctions, product safety regulations or other regulatory measures, by governmental authorities.
+Added: If one or more of our direct or indirect contractors violates or
+Added: 2026 FORM 10-K 21
+Added: fails to comply with, or is accused of violating or failing to comply with, such standards and laws, this could harm our reputation or result in a product recall and, as a result, could have an adverse effect on our sales and financial condition.
+Added: Negative publicity regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers, manufacturers or licensees or result in the imposition of additional regulations, including new or additional quotas, tariffs, sanctions, product safety regulations or other regulatory measures, by governmental authorities.
Risks Related to Our Securities, Investments and Liquidity
3 unchanged sentences
however, significant investments are subject to typical risks and uncertainties inherent in developing a new business or expanding an existing business.
−Removed: The failure of any significant investment to provide expected returns or profitability could have a material adverse effect on our financial results and divert management attention from more profitable business operations.
+Added: The failure of any significant investment or strategic initiative to provide expected returns or profitability, or to do so within anticipated timeframes, could have a material adverse effect on our financial results and divert management attention from more profitable business operations.
See also " Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties ."
8 unchanged sentences
Knight does not have voting rights with respect to Swoosh, LLC, although Travis Knight, his son and a NIKE director, has a significant role in the management of the Class A Common Stock owned by Swoosh, LLC.
−Removed: 2025 FORM 10-K 22
Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options.
−Removed: Our long-term debt is currently rated Investment Grade by Standard & Poor's and Moody's Investors Service.
−Removed: While we have maintained our Investment Grade rating, in July 2025, our rating was downgraded by Standard & Poor's.
−Removed: Any negative change to our credit rating will increase borrowing costs for our existing facilities and may increase our borrowing costs for future long-term debt or short-term credit facilities.
+Added: Our long-term debt is currently rated Investment Grade by S&P Global Ratings and Moody's Ratings.
+Added: While we have maintained our Investment Grade rating, in 2025, our rating was downgraded by S&P Global Ratings and Moody's Ratings.
+Added: Any negative change to our credit rating may increase borrowing costs for our existing facilities and may increase borrowing costs for future long-term debt or short-term credit facilities.
In addition, our financing options, including our access to credit or capital markets, could be adversely affected.
8 unchanged sentences
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
−Removed: We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, as provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations".
−Removed: The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenues and expenses that are not readily apparent from other sources.
+Added: We base estimates on historical experience and other assumptions we believe are reasonable under the circumstances, as provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations".
+Added: The results of these estimates form the basis for judgments about the carrying values of assets, liabilities and equity, and the amount of revenues and expenses not readily apparent from other sources.
Significant assumptions and estimates used in preparing our consolidated financial statements include those related to sales-related reserves, inventory reserves, hedge accounting for derivatives, income taxes and other contingencies.
−Removed: Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class B Common Stock.
+Added: Our operating results may be adversely affected if our assumptions change or
+Added: 2026 FORM 10-K 22
+Added: if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class B Common Stock.
Anti-takeover provisions may impair an acquisition of the Company or reduce the price of our common stock.
8 unchanged sentences
If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline (which has happened in the past and could happen in the future).
+Added: The market price of our Class B Common Stock has experienced volatility, and the scope and time horizon of any guidance we provide may change from period to period, each of which could contribute to further volatility in our stock price.
We are currently subject to multiple securities class action and shareholder derivative lawsuits relating to a drop in our stock price and could become involved in additional litigation of this type in the future if our stock price is volatile for any reason.
2 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.