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

~~February~~March 276, 2026

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.

☐

Item 21.0501 ~~Costs~~Entry ~~Associated~~into ~~with~~a ~~Exit~~Material orDefinitive ~~Disposal Activities~~Agreement

NIKE, Inc.’s (the “Company”) management has been evaluating opportunities to operate more efficiently and profitably through realigning costs, while also investing to reignite growth. On February 27, the Company’s management approved a plan to implement certain organizational changes, which together with previously approved actions, are expected to result in pre364-~~tax~~Day ~~charges~~Credit of approximately $300 million for the nine months ended February 28, 2026, primarily associated with employee severance costs, and substantially all recognized in the third quarter of fiscal year 2026. The Company continues to evaluate opportunities and may take additional actions which could lead to additional charges in future quarters. The expected pre-tax charges are estimates and are subject to a number of assumptions, including local law requirements in various jurisdictions. Actual charges may differ, possibly materially, from the estimates provided above.Facility

On March 6, 2026, NIKE, Inc. (the “Company”) entered into a 364-Day Credit Agreement with Bank of America, N.A., as administrative agent, and the other financial institutions named therein as lenders (the “364‑Day Credit Agreement”). The 364‑Day Credit Agreement provides for up to $1 billion of borrowings pursuant to a 364-day unsecured revolving credit facility (the “364‑Day Credit Facility”), which is available for working capital and general corporate purposes, including supporting the issuance of commercial paper. In addition to loans in U.S. Dollars, borrowings under the 364‑Day Credit Facility will be available in Canadian Dollars, Euros, Sterling, Yen and any other currency that is freely convertible into U.S. Dollars and agreed to by the administrative agent and the then existing lenders. The 364-Day Credit Facility matures on March 5, 2027 and all unpaid amounts are repayable on that date, assuming the maturity date is not extended.

The Company may, upon the agreement of either the then existing lenders or of additional banks not currently party to the 364-Day Credit Agreement, increase the commitments under the 364-Day Credit Facility to up to $1.5 billion. The Company may also request renewal of the 364‑Day Credit Facility for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which term loan would mature no later than the anniversary of the then effective termination date.

As of March 6, 2026, the Company is the only borrower under the 364-Day Credit Facility. However, the 364‑Day Credit Agreement allows for the Company to designate additional subsidiary borrowers from time to time. In the event that any subsidiary of the Company becomes a borrower, the Company has agreed to provide a guarantee in respect of any such subsidiary’s obligations in relation with the revolving credit facility.

Borrowings in U.S. Dollars under the 364-Day Credit Facility will bear interest, at the Company’s option, at either (a) Term SOFR plus an applicable margin of 0.595% or (b) a base rate defined as the highest of (i) the Bank of America “prime rate”, (ii) the federal funds effective rate plus 0.50% and (iii) one month Term SOFR plus 1.00%. The Company may select interest periods of one, three or six months for Term SOFR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

The 364-Day Credit Agreement contains covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional liens; engage in mergers, acquisitions and dispositions; and use proceeds of loans under the 364-Day Credit Facility. The 364‑Day Credit Agreement does not include any financial covenants. Payment of the loans, including any unpaid accrued interest, may be accelerated following certain customary events of default.

Certain of the parties to the 364-Day Credit Agreement and/or their affiliates have provided and in the future may provide investment banking, commercial banking and/or advisory services to the Company for which they receive customary fees and expenses.

Documentation

The description of the 364-Day Credit Agreement is qualified in its entirety by reference to the 364-Day Credit Agreement filed as Exhibit 10.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

Termination of Prior 364-Day Credit Agreement

On March 6, 2026, concurrently with the Company’s entry into the 364-Day Credit Agreement described in Item 1.01 hereof, the Company terminated the existing Credit Agreement dated March 7, 2025, which provided for up to $1.0 billion of borrowings in U.S. Dollars pursuant to a 364‑day unsecured revolving credit facility, with the banks, financial institutions and other lenders signatory thereto (the “Prior 364‑Day Credit Agreement”). The Prior 364‑Day Credit Agreement contained covenants that, among other things, limited or restricted the ability of the Company and its subsidiaries to incur additional liens; engage in mergers, acquisitions and dispositions; and use proceeds of loans under the Prior 364-Day Credit Agreement. The Prior 364‑Day Credit Agreement did not include any financial covenants. No amounts were outstanding under this facility as of March 6, 2026. The Prior 364‑Day Credit Agreement would have expired on March 6, 2026.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement

The information contained in Item 1.01 of this current report on Form 8-K is by this reference incorporated in this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished with this Form 8-K:


Exhibit No.						Exhibit
10.1						364-Day Credit Agreement dated as of March 6, 2026, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, N.A. as Co-Syndication Agents, Deutsche Bank Securities Inc., HSBC Bank USA, National Association and Goldman Sachs Bank USA, as Co-Documentation Agents, and the other Banks named therein.
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:	March 59, 2026	By:	/s/ Matthew Friend
			Matthew Friend
			Executive Vice President and Chief Financial Officer

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