Every material Form 8-K Nike has filed with the SEC since June 26, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
NIKE reported fiscal first-quarter 2027 revenue of $11.2 billion, down 4%, and diluted EPS of $0.48 versus $0.49 a year earlier. The company also announced the Pace multi-year program, with about $1.0 billion of expected pre-tax charges and about $2.5 billion of cumulative savings through fiscal 2031, and guided to a high-single-digit revenue decline for fiscal 2027.
Q1 revenue $11.2 billion, down 4% reported and 5% currency-neutral; net income $0.7 billion, down 2%
Pace expected pre-tax charges of about $1.0 billion, plus about $0.3 billion of severance already recognized in fiscal 2026
Pace expected to deliver about $2.5 billion in cumulative savings through fiscal 2031, before charges and reinvestment
Fiscal 2027 outlook: revenues to decline high-single digits; adjusted diluted EPS $1.15 to $1.35
NIKE's board increased its size to twelve directors and appointed Alexandre Arnault, Deputy CEO of Moët Hennessy at LVMH, as a director effective immediately on September 15, 2026. The filing says his committee assignments have not yet been determined, and he received a $200,000 sign-on award of restricted Class B shares that is forfeitable if he leaves the board before the first anniversary of the grant.
Board expanded to twelve directors; Arnault's initial term runs to the 2027 annual meeting of shareholders
Arnault, 34, has been Deputy CEO of Moët Hennessy since February 2025 and has served on the LVMH board since April 2024
Sign-on award of restricted Class B Common Stock valued at $200,000, granted September 15, 2026
Committee assignments for Arnault have not yet been determined
At its virtual annual meeting on September 8, 2026, NIKE shareholders approved an amended and restated Employee Stock Purchase Plan that increases the Class B shares authorized for issuance under the plan by 16,000,000. Shareholders also elected the board's directors, ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending May 31, 2027, and rejected both shareholder proposals on the ballot.
The plan amendment adds 16,000,000 Class B shares; plan approval received 1,081,095,618 votes for and 5,127,600 against.
Advisory vote on executive compensation: 736,936,017 for, 349,508,277 against, 1,597,298 abstain.
PricewaterhouseCoopers LLP ratified for fiscal year ending May 31, 2027: 1,175,590,556 for, 58,924,987 against.
Shareholder proposals on a charitable support report and environmental targets failed, receiving 7,363,988 and 110,862,692 votes for, respectively.
NIKE said its Vice President, Chief Accounting Officer and Corporate Controller, Johanna Nielsen, will resign effective September 4, 2026, to pursue another opportunity, and that the resignation is not due to any disagreement with the company. Executive Vice President and CFO David Denton will also serve as Interim Corporate Controller and principal accounting officer until the board appoints a successor, and his compensation is not changing for that role.
Johanna Nielsen informed NIKE on August 4, 2026 of her intent to resign, effective September 4, 2026.
The filing states her resignation is not the result of any disagreement with the company over operations, policies or practices.
David Denton, EVP and CFO, becomes Interim Corporate Controller as of September 4, 2026, and principal accounting officer until a successor is appointed.
Mr. Denton's compensation is not being adjusted for the interim controller role; his CFO appointment was reported in an 8-K filed June 23, 2026.
NIKE reported fiscal fourth-quarter 2026 revenue of $11.0 billion, down 1% on a reported basis, and diluted EPS of $0.72, up from $0.14 a year earlier. The EPS figure includes a $0.52 benefit from the expected recovery of IEEPA tariffs, and the filing gives no guidance for future periods. For full fiscal 2026, revenue was flat at $46.4 billion and diluted EPS fell 3% to $2.10.
Q4 revenue $11.0 billion, down 1% reported and down 4% currency-neutral; NIKE Direct down 7%
Q4 diluted EPS $0.72 vs. $0.14 a year earlier, including a $0.52 benefit from expected IEEPA tariff recovery
Fiscal 2026 revenue $46.4 billion, flat; net income $3.1 billion, down 3%; diluted EPS $2.10, down 3%
Fiscal 2026 dividends of $2.4 billion, up 5%; share repurchases of $123 million
NIKE said David Denton, currently CFO of Pfizer, will become Executive Vice President and Chief Financial Officer, replacing Matthew Friend, effective in August 2026. The company also said its fourth quarter fiscal 2026 results, due June 30, will include a one-time tariff refund benefit that was not in its previous guidance; excluding that benefit, results are expected to be generally in line with guidance.
Denton takes over as CFO effective August 16, 2026 per the 8-K; the press release says August 17
Friend becomes an advisor to the CEO and stays with NIKE through his separation on September 4, 2026, with a $2.0 million lump sum transition benefit subject to conditions
Denton's offer includes a $1.45 million base salary, a $11.5 million annual target long-term incentive award, and a $7.25 million new hire cash award
Fourth quarter fiscal 2026 results, reported June 30, include a tariff refund benefit not in prior guidance; excluding it, results are expected to be generally in line
NIKE said director John Rogers, Jr. will not stand for re-election and will retire from the board at the September 2026 annual meeting of shareholders. The company expects the board to shrink to eleven directors at that time and plans a consulting arrangement under which Rogers will advise on sport and community engagement. The filing says his decision was not due to a disagreement with the company or the board.
Rogers, a director since 2018, will not stand for re-election at the September 2026 annual meeting.
Board size is expected to decrease to eleven directors, effective at the annual meeting.
NIKE expects to enter a consulting arrangement with Rogers on the future of sport and community engagement.
The 8-K states Rogers is a director in good standing and that his retirement is not related to any disagreement with the company or board.
NIKE reported fiscal 2026 third-quarter results for the period ended February 28, 2026. Revenue was flat at $11.3 billion on a reported basis and down 3 percent on a currency-neutral basis, while net income fell 35 percent to $0.5 billion and diluted earnings per share fell to $0.35 from $0.54. For shareholders, the quarter shows lower profit on flat sales, with gross margin also down.
Revenues were $11.3 billion, flat reported and down 3 percent currency-neutral; NIKE Direct fell 4 percent to $4.5 billion.
Net income was $0.5 billion, down 35 percent; diluted EPS was $0.35 versus $0.54 a year earlier.
Gross margin decreased 130 basis points to 40.2 percent, primarily due to higher tariffs in North America.
The company returned about $609 million to shareholders through dividends in the quarter, up 3 percent.
NIKE signed a new 364-day unsecured revolving credit agreement with Bank of America as administrative agent, providing up to $1 billion of borrowings that mature March 5, 2027, and it terminated its prior $1.0 billion 364-day facility on the same day. The filing states no amounts were outstanding under the prior facility and that the new agreement has no financial covenants, so the change is a renewal of existing liquidity arrangements rather than a new debt load.
New 364-day unsecured revolving credit facility of up to $1 billion, dated March 6, 2026, maturing March 5, 2027
Commitments can be increased to up to $1.5 billion with lender agreement
Prior $1.0 billion 364-day credit agreement dated March 7, 2025 was terminated March 6, 2026; no amounts were outstanding under it
U.S. dollar borrowings priced at Term SOFR plus 0.595%; the agreement contains no financial covenants
NIKE said its management approved a plan on February 27, 2026 for organizational changes that, together with earlier actions, are expected to bring pre-tax charges of about $300 million for the nine months ended February 28, 2026. Most of the charges, mostly for employee severance, are expected in the third quarter of fiscal 2026, and the company may take further actions that lead to more charges. The filing says actual charges may differ, possibly materially, from these estimates.
Expected pre-tax charges of approximately $300 million for the nine months ended February 28, 2026
Charges are primarily employee severance costs and substantially all are expected in the third quarter of fiscal 2026
Plan approved by management on February 27, 2026; additional charges possible in future quarters
NIKE reported fiscal second-quarter results for the period ended November 30, 2025, with revenues up 1 percent to $12.4 billion, flat on a currency-neutral basis. Net income fell 32 percent to $0.8 billion, and gross margin declined 300 basis points to 40.6 percent, which the company attributed primarily to higher tariffs in North America. The filing contains no revenue or earnings guidance for future periods.
Revenues were $12.4 billion, up 1 percent reported and flat currency-neutral; NIKE Direct fell 8 percent to $4.6 billion, while Wholesale rose 8 percent to $7.5 billion
Diluted earnings per share were $0.53 versus $0.78 a year earlier, a 32 percent decrease; net income was $0.8 billion, down 32 percent
Gross margin decreased 300 basis points to 40.6 percent, primarily due to higher tariffs in North America
Greater China revenues fell 17 percent to $1.4 billion; dividends returned about $598 million to shareholders, up 7 percent
Nike announced organizational changes to its senior leadership team, including the appointment of Chief Supply Chain Officer Venkatesh Alagirisamy as Executive Vice President, Chief Operating Officer, effective December 8, 2025. The company also eliminated the Chief Commercial Officer role held by Craig Williams, who will leave the company on April 6, 2026, and the Chief Technology Officer role, with Dr. Muge Dogan leaving the company. The filing describes these moves as a way to remove layers and reporting structure changes, which affects leadership of technology, sales and the four geographies.
Venkatesh Alagirisamy, 49, becomes EVP and COO effective December 8, 2025, with base salary increased to $1,025,000 and target bonus raised to 120%.
Alagirisamy's target long-term incentive grant value increased to $5,500,000, plus one-time equity awards on December 10, 2025 with target values of $2,270,000 in PSUs, $415,000 in stock options and $415,000 in RSUs.
Craig Williams ceases to be Chief Commercial Officer on December 5, 2025 and separates from the company on April 6, 2026; his separation is treated as an involuntary termination without cause for equity award purposes.
Global Sales and Nike Direct will report to CFO Matt Friend, and the leaders of four Geographies will join the senior leadership team.
NIKE reported fiscal first-quarter 2026 results for the period ended August 31, 2025. Revenue rose 1% to $11.7 billion on a reported basis but fell 1% on a currency-neutral basis, while net income fell 31% to $727 million and diluted EPS fell 30% to $0.49. The company cited lower average selling prices from higher discounts and channel mix, plus higher tariffs in North America, as pressures on gross margin, which dropped 320 basis points to 42.2%.
Revenue was $11.7 billion, up 1% reported and down 1% currency-neutral; NIKE Direct fell 4% to $4.5 billion and Wholesale rose 7% to $6.8 billion.
Gross margin decreased 320 basis points to 42.2%, primarily due to lower average selling price and higher tariffs in North America.
Net income was $727 million, down 31%; diluted EPS was $0.49 versus $0.70 a year earlier.
The company returned about $714 million to shareholders, including $591 million in dividends and $123 million in share repurchases.
At its virtual annual meeting on September 9, 2025, Nike shareholders approved an amended and restated Stock Incentive Plan that increases the Class B shares authorized for issuance by 45,000,000. The meeting also elected the listed directors, approved the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as the auditor for the fiscal year ending May 31, 2026. The plan change raises the pool of shares available for equity awards, which matters to shareholders because it affects potential share issuance.
Shareholders approved the Stock Incentive Plan amendment, adding 45,000,000 Class B shares for issuance: 1,091,712,762 votes for and 50,754,147 against.
Advisory vote on executive compensation: 1,065,823,346 for and 72,948,569 against.
Ratification of PricewaterhouseCoopers LLP for the fiscal year ending May 31, 2026: 1,190,945,670 for and 72,877,368 against.
Director John Rogers, Jr. received 554,235,146 Class B votes for and 301,793,426 withheld; Mónica Gil received 830,559,891 for and 25,468,681 withheld.
NIKE reported fiscal 2025 fourth-quarter revenue of $11.1 billion, down 12 percent, and diluted EPS of $0.14, down 86 percent from $0.99. For the full year, revenue fell 10 percent to $46.3 billion and diluted EPS fell 42 percent to $2.16, and the company said its fourth quarter reflected the largest financial impact from its Win Now actions. The filing gives no new full-year or next-quarter guidance figures, and the company said it expects headwinds to moderate.
Q4 gross margin fell 440 basis points to 40.3 percent, driven by higher discounts and channel mix changes
NIKE Brand Digital revenue fell 26 percent in Q4; NIKE Direct revenue fell 14 percent to $4.4 billion
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