Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 September 9, 2025 Date of Report (date of earliest event reported) NIKE, Inc. (Exact name of registrant as specified in its charter) Oregon 1-10635 93-0584541 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) ONE BOWERMAN DRIVE BEAVERTON , OR 97005-6453 (Address of principal executive offices and zip code) ( 503 ) 671-6453 Registrant's telephone number, including area code NO CHANGE (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Class B Common Stock NKE New York Stock Exchange (Title of each class) (Trading Symbol) (Name of each exchange on which registered) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 17, 2025, the Board of Directors of NIKE, Inc. (the “Company”) adopted an amendment and restatement of the NIKE, Inc. Stock Incentive Plan (as amended and restated, the “Plan”), subject to shareholder approval at the Company’s annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, held on September 9, 2025, the Company’s shareholders approved the Plan to, among other changes, increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the Plan by 45,000,000 shares. A description of the Plan was set forth in the Company’s definitive proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on July 17, 2025 (the “Proxy Statement”) in the section titled “Summary of the Stock Incentive Plan.” The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of shareholders virtually on Tuesday, September 9, 2025. The following matters were submitted to a vote of the shareholders, the results of which were as follows: Proposal 1 - Election of Directors Directors Elected by Holders of Class A Common Stock:   Votes Cast For   Votes Withheld Broker Non-Votes Timothy Cook 288,247,848 0 0 Thasunda Duckett 288,247,848 0 0 Maria Henry 288,247,848 0 0 Peter Henry 288,247,848 0 0 Elliott Hill 288,247,848 0 0 Travis Knight 288,247,848 0 0 Jørgen Vig Knudstorp 288,247,848 0 0 Mark Parker 288,247,848 0 0 Michelle Peluso 288,247,848 0 0 Directors Elected by Holders of Class B Common Stock:   Votes Cast For   Votes Withheld Broker Non-Votes Mónica Gil 830,559,891 25,468,681 120,785,668 John Rogers, Jr. 554,235,146 301,793,426 120,785,668 Robert Swan 840,231,558 15,797,014 120,785,668   Proposal 2 - Advisory Vote on Executive Compensation Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 1,065,823,346 72,948,569 5,504,505 120,785,668 Proposal 3 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending May 31, 2026 Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 1,190,945,670 72,877,368 1,239,050 0 Proposal 4 - Approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated Class A and Class B Common Stock Voting Together: For Against Abstain Broker Non-Votes 1,091,712,762 50,754,147 1,809,511 120,785,668 Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit 10.1 NIKE, Inc. Stock Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       NIKE, Inc. (Registrant)       Date: September 11, 2025 By: /s/ Matthew Friend     Matthew Friend     Executive Vice President and Chief Financial Officer