DEF 14A of NIKE, Inc., Jul 15, 2026

DEF 14A of NIKE, Inc.

Filed Jul 15, 2026 · FY20260000320187-26-000089

Open on EDGAR

  1. NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

    NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

  2. TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

    TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

  3. TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

    | | Mr. Cook is the Company's Lead Independent Director and is the Chief Executive Officer of Apple Inc. ("Apple"). •Mr. Cook joined Apple in 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer. •Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998. •Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997. •Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, including as Director of North American Fulfillment. Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of Trustees. | | | | | | | Age: 65 Director Since: 2005 Committee: Compensation, Chair Other Public Company Directorships: Apple, Inc. Favorite NIKE Products: Nike 24.7 Collection, Nike Metcon, and Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | SPORT/MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | GOVERNANCE |

  4. MARIA HENRY

    MARIA HENRY

  5. MARIA HENRY

    | | Ms. Henry is the former Chief Financial Officer of Kimberly-Clark Corporation ("Kimberly-Clark"), a position she held from 2015 to 2022. •Prior to joining Kimberly-Clark, she was Executive Vice President and Chief Financial Officer of The Hillshire Brands Company, formerly known as Sara Lee Corporation ("Sara Lee"), from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee's North American Retail and Foodservice business from 2011 to 2012. •Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, & Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International. •Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric. Ms. Henry is a member of the Board of Directors of General Mills, Inc. and NextEra Energy, Inc. She served on the Board of Directors of Kimberly-Clark de México from February 2016 to March 2022. | | | | | | | Age: 59 Director Since: 2023 Committee: Audit & Finance Other Public Company Directorships: General Mills, Inc. and NextEra Energy, Inc. Favorite NIKE Products: Nike Pegasus, Nike Zenvy, and Nike Victory Tour | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | RETAIL INDUSTRY | | GLOBAL | | FINANCIAL EXPERTISE | | | | DIGITAL/TECHNOLOGY | | GOVERNANCE | | |

  6. PETER HENRY

    PETER HENRY

  7. PETER HENRY

    | | Dr. Henry is the Class of 1984 Senior Fellow at Stanford University's Hoover Institution and Senior Fellow at Stanford's Freeman Spogli Institute for International Studies, positions he has held since September 2022. He is also Dean Emeritus of New York University's Leonard N. Stern School of Business ("Stern"). •From January 2018 through August 2022, Dr. Henry served as Stern's William R. Berkley Professor of Economics and Finance. He assumed the Deanship of Stern in January 2010 and served through December 2017. •Prior to joining Stern, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business. •In June 2009, President Obama appointed Dr. Henry to the President's Commission on White House Fellowships. •In 2008, Dr. Henry led Barack Obama's Presidential Transition Team in its review of international lending agencies such as the IMF and the World Bank. Dr. Henry is a member of the Board of Directors of Citigroup Inc. and Analog Devices, Inc. In addition to this public company board service, he also serves on the Board of Directors of the National Bureau of Economic Research and the Economic Club of New York, serves on the Advisory Board for Protiviti and Biospring Partners, and serves as Chair of the Jamaica Reconstruction and Resilience Oversight Committee. Dr. Henry is a member of the Council on Foreign Relations and the Economic Advisory Panel of the Federal Reserve Bank of New York. Dr. Henry served on the Board of Directors of General Electric from July 2016 to April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 to July 2015. | | | | | | | Age: 56 Director Since: 2018 Committee: Audit & Finance Other Public Company Directorships: Citigroup Inc. and Analog Devices, Inc. Favorite NIKE Products: Nike Epic React | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | GLOBAL | | FINANCIAL EXPERTISE | | GOVERNANCE |

  8. ELLIOTT HILL

    ELLIOTT HILL

  9. ELLIOTT HILL

    | | Mr. Hill is President & Chief Executive Officer of the Company. He was employed by the Company from 1988 - 2020 holding senior leadership positions across Europe and North America. •Before retiring in 2020, he was President of Consumer and Marketplace leading all commercial and marketing operations for Nike and Jordan Brand, including the P&L across the Company's four geographies. •Mr. Hill was appointed: •President, Consumer and Marketplace in 2018, •President, Geographies & Integrated Marketplace in 2016, •President, Geographies & Sales in 2013, •VP/General Manager, North America in 2010, and •VP, Global Retail in 2006. Mr. Hill currently serves on the board of trustees for Texas Christian University. | | | | | | | Age: 62 Director Since: 2024 Committee: Executive Other Public Company Directorships: None Favorite NIKE Products: Nike Vomero Plus, Nike Metcon, Nike ACG Ultrafly Trail, and Nike ACG Lava Flow | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | SPORT/MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | GOVERNANCE | | |

  10. TRAVIS KNIGHT

    TRAVIS KNIGHT

  11. TRAVIS KNIGHT

    | | Mr. Knight is the President and Chief Executive Officer of the animation studio, LAIKA, LLC ("LAIKA"), which specializes in feature-length films. •Mr. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive Officer in 2009. •Mr. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an Academy Award and winner of the BAFTA award for Best Animated Film. •Mr. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls (2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and Lead Animator for Coraline (2009). •Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, and as a stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the Emmy Award-winning stop-motion animated television series The PJs. Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE's co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. | | | | | | | Age: 52 Director Since: 2015 Committee: Executive Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | SPORT/MEDIA/ENTERTAINMENT | | FINANCIAL EXPERTISE |

  12. JØRGEN VIG KNUDSTORP

    JØRGEN VIG KNUDSTORP

  13. JØRGEN VIG KNUDSTORP

    | | Mr. Knudstorp is the former President and Chief Executive Officer of the LEGO Group, a position he held from 2004 to 2016, and served as Executive Chairman of LEGO Brand Group, owner of the LEGO brand, from 2017 to 2023. •From 2023 to 2024, Mr. Knudstorp served as Special Partner to the LEGO Brand Owner Family, KIRKBI Group, the holding company for LEGO Brand and the LEGO Group. •He also held various leadership positions at the LEGO Group from 2001 to 2004, including Senior Vice President, Corporate Affairs and Vice President, Strategic Development. •Prior to joining the LEGO Group, he served as a Management Consultant at McKinsey & Company from 1998 to 2001. Mr. Knudstorp is a member and lead independent director of the Board of Directors of Starbucks Corporation. In addition to this public company board service, he is the chair of BrainPOP Education, NYC. Furthermore, he chairs the Foundation Board and Supervisory Board of IMD, the Swiss Executive Education School. Finally, he acts as executive advisor and advisory board member of various venture firms, geopolitical advisory firms, and consulting and academic firms and institutions. | | | | | | | Age: 57 Director Since: 2025 Committee: Corporate Responsibility, Sustainability & Governance Other Public Company Directorships: Starbucks Corporation Favorite NIKE Products: Nike Vomero Premium, Nike Ava Rover, and Nike ACG Ultrafly Trail | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | SPORT/MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | GOVERNANCE |

  14. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

  15. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    | | Mr. Parker is Executive Chairman of the Company's Board of Directors. He served as President and Chief Executive Officer of the Company from 2006 to January 2020. •Mr. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management. •Mr. Parker was appointed: •President and Chief Executive Officer in 2006, •President of the NIKE Brand in 2001, •Vice President of Global Footwear in 1998, •General Manager in 1993, •Corporate Vice President in 1989, and •Divisional Vice President in charge of product development in 1987. Mr. Parker served on the Board of Directors of The Walt Disney Company from January 2016 to January 2025. In addition to his skills and qualifications described above, Mr. Parker was selected to serve on the Board because the experience gained while serving as the Company's Chief Executive Officer makes his position as Executive Chairman of the Board instrumental. | | | | | | | Age: 70 Director Since: 2006 Committee: Executive, Chair Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus, Nike Air Max, Nike Vomero, Nike Zegama 2, and Nike Dri-Fit Half Zip | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | SPORT/MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | GOVERNANCE | | |

  16. MICHELLE PELUSO

    MICHELLE PELUSO

  17. MICHELLE PELUSO

    | | Ms. Peluso is Chief Executive Officer of Revlon Group Holdings LLC ("Revlon"), a position she has held since 2024. •Prior to Revlon, Ms. Peluso served as the Executive Vice President and Chief Customer and Experience Officer for CVS Health from 2023 to 2024, where she oversaw the end-to-end consumer experience across all channels, including leading the brand and marketing efforts. She also served as the Executive Vice President and Chief Customer Officer, CVS Health, and co-President, Pharmacy and Consumer Wellness. •Prior to joining CVS Health, Ms. Peluso was Senior Vice President, Digital Sales and Chief Marketing Officer at IBM from 2016 to 2021. She oversaw marketing, digital sales, client experience, and the commercial business, globally. •Previous to her work at IBM, Ms. Peluso served as Chief Executive Officer of online shopping destination Gilt Groupe, Inc. ("Gilt") from 2013 until its sale to Hudson’s Bay Company in February 2016 and was on Gilt’s Board of Directors from 2009 to 2016. •From 2009 to 2013, Ms. Peluso served as Global Consumer Chief Marketing and Internet Officer of Citigroup Inc. •From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP ("Travelocity"), being appointed President and Chief Executive Officer in 2003. •Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until its acquisition by Travelocity in 2002. Ms. Peluso is a member of the Board of Directors of Revlon and Save the Children US. She is a White House Fellow and served as Senior Advisor to the Secretary of Labor. She is also a member of The Conference Board's Committee for Economic Development. | | | | | | | Age: 54 Director Since: 2014 Committee: Corporate Responsibility, Sustainability & Governance, Chair and Compensation Other Public Company Directorships: None Favorite NIKE Products: Nike 24.7 Impossibly Soft, Nike SKIMS, Nike Pegasus, and Nike Cortez | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | HR/TALENT MANAGEMENT | | FINANCIAL EXPERTISE | | | | DIGITAL/TECHNOLOGY | | GOVERNANCE | | |

  18. MICHELLE PELUSO

    | BOARD RECOMMENDATION | | | | The Board of Directors recommends that the Class A Shareholders vote FOR the election to the Board of Directors of each of the nominees above. |

  19. NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

    NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

  20. THASUNDA DUCKETT

    THASUNDA DUCKETT

  21. THASUNDA DUCKETT

    | | Ms. Duckett is President and Chief Executive Officer of the Teachers Insurance and Annuity Association of America ("TIAA"), a leading provider of financial services in the academic, research, medical, cultural, and governmental fields. •Prior to joining TIAA, Ms. Duckett was Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co. ("JPMorgan Chase") from 2016 to 2021. Before that appointment, Ms. Duckett was appointed to various management positions at JPMorgan Chase, including: •From 2013 to 2016, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance, and •From 2004 to 2013, Ms. Duckett held multiple management and consumer lending roles. •Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage Association, or Fannie Mae. Ms. Duckett serves on the Board of Governance and Board of Trustees of TIAA. She is also Chair of the Otis and Rosie Brown Foundation and serves on the Board of Directors of The National Medal of Honor Museum, and the Robert F. Kennedy Human Rights. She also serves on the Board of Trustees for Sesame Workshop. | | | | | | | Age: 52 Director Since: 2019 Committee: Corporate Responsibility, Sustainability & Governance Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | GOVERNANCE | | |

  22. MÓNICA GIL

    MÓNICA GIL

  23. MÓNICA GIL

    | | Ms. Gil is Chief Administrative and Marketing Officer, NBCUniversal Telemundo Enterprises ("Telemundo") for Comcast Corp, a position she has held since 2020. •Prior to her current role, Ms. Gil served as Chief Marketing Officer, Telemundo from 2018 until 2020, and as Executive Vice President, Telemundo, managing Communications and Corporate Affairs and Human Resources from 2017 until 2018. •Prior to joining Telemundo, Ms. Gil served as Senior Vice President and General Manager, Multicultural Growth and Strategy of the Nielsen Company ("Nielsen") from 2014 until 2017. •Ms. Gil joined Nielsen in 2005 as Vice President, Communications and was subsequently promoted in 2009 to Senior Vice President, Public Affairs and Government Relations. •Previously, Ms. Gil served as Senior Vice President for Greer, Margolis, Mitchell and Burns from 2004 until 2005. Ms. Gil is a member of the Board of Directors of the National Women's History Museum. | | | | | | | Age: 54 Director Since: 2022 Committee: Compensation Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus, Nike Vomero, Nike Air Max, and Nike 24.7 Collection | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | BRAND/MARKETING | | GLOBAL | | SPORT/MEDIA/ENTERTAINMENT | | | | HR/TALENT MANAGEMENT | | | | |

  24. ROBERT SWAN

    ROBERT SWAN

  25. ROBERT SWAN

    | | Mr. Swan has been an Operating Partner at Andreessen Horowitz since 2021. •Prior to his current role, Mr. Swan served as the Chief Executive Officer and a member of the Board of Directors of Intel Corp. ("Intel") from 2019 to 2021. Before that appointment, he was appointed to various management positions at Intel, including: •Interim Chief Executive Officer and Chief Financial Officer from 2018 until 2019 and Chief Financial Officer from 2016 until 2019. •Prior to joining Intel, Mr. Swan served as Operating Partner at General Atlantic LLC, a private equity firm, from 2015 to 2016. •He also served as Senior Vice President, Finance and Chief Financial Officer of eBay Inc. ("eBay") from 2006 to 2015. •Previously, Mr. Swan served as Chief Financial Officer of Electronic Data Systems Corporation, Chief Financial Officer of TRW Inc., as well as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving in numerous senior finance roles. Mr. Swan is a member of the Board of Directors of Micron Technology, Inc. and Automatic Data Processing, Inc. In addition to this public company board service, he is also a member of the Board of Directors of Flexport, the American Heart Association, E3Tech, and Kearney. Mr. Swan served on the Board of Commissioners of GoTo Group from December 2021 to June 2024, and on the Board of Directors of eBay from July 2015 to June 2023, Intel from January 2019 to February 2021, and Applied Materials, Inc. from March 2009 to September 2016. | | | | | | | Age: 66 Director Since: 2022 Committee: Audit & Finance, Chair Other Public Company Directorships: Micron Technology, Inc. and Automatic Data Processing, Inc. Favorite NIKE Products: Nike Pegasus, Nike Air Max, and Nike 24.7 PerfectStretch pants | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GLOBAL | | | | HR/TALENT MANAGEMENT | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | | | GOVERNANCE | | | | |

  26. ROBERT SWAN

    | BOARD RECOMMENDATION | | | | The Board of Directors recommends that the Class B Shareholders vote FOR the election to the Board of Directors of each of the nominees above. |

  27. DIRECTOR COMPENSATION FOR FISCAL 2026

    DIRECTOR COMPENSATION FOR FISCAL 2026

  28. DIRECTOR COMPENSATION FOR FISCAL 2026

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION(2) ($) | TOTAL ($) | | Cathleen Benko(3) | 27,473 | — | — | 14,756 | 42,229 | | Timothy Cook | 165,000 | 192,758 | — | 20,000 | 377,758 | | Thasunda Duckett | 100,000 | 192,758 | — | 20,000 | 312,758 | | Mónica Gil | 100,000 | 192,758 | — | — | 292,758 | | Maria Henry | 105,000 | 192,758 | — | 20,000 | 317,758 | | Peter Henry | 105,000 | 192,758 | — | — | 297,758 | | Travis Knight | 100,000 | 192,758 | — | — | 292,758 | | Jørgen Vig Knudstorp(4) | 72,802 | 385,517 | — | — | 458,319 | | Michelle Peluso | 125,000 | 192,758 | — | 20,000 | 337,758 | | John Rogers, Jr. | 100,000 | 192,758 | — | — | 292,758 | | Robert Swan | 135,000 | 192,758 | — | 20,000 | 347,758 |

  29. DIRECTOR COMPENSATION FOR FISCAL 2026

    (1)Represents the grant date fair value of restricted stock awards granted in fiscal 2026 computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date. As of May 31, 2026, Mr. Knudstorp held 5,238 shares of unvested restricted stock, each other non-employee director held 2,619 shares of unvested restricted stock, and no non-employee director held any outstanding stock options. (2)Includes matched contributions to charities under the NIKE Matching Gift Program in the amount of $14,756 for Ms. Benko; $20,000 for Mr. Cook; $20,000 for Ms. Duckett; $20,000 for Ms. Henry; $20,000 for Ms. Peluso; and $20,000 for Mr. Swan. (3)Ms. Benko did not stand for re-election at our 2025 annual meeting of shareholders and retired effective September 9, 2025. Therefore, her annual retainer was prorated. (4)Mr. Knudstorp was elected to the Board effective September 9, 2025. Therefore, his annual retainer was prorated and his stock awards consist of a one-time, sign-on grant of restricted stock as well as an annual restricted stock award, each as described in the section below titled "Director Fees and Arrangements".

  30. COMPENSATION DISCUSSION AND ANALYSIS

    | Key Defined Terms | | | TERM | DEFINITION | | 401(k) Plan | The NIKE, Inc. 401(k) Plan | | Absolute TSR | Company total shareholder return for the applicable performance period | | Adjusted EBIT | Company earnings before interest and taxes (EBIT), subject to the impact of adjustments(1) | | Adjusted EPS | Diluted earnings per common share, as set forth in the audited consolidated financial statements of the Company, subject to the impact of adjustments(1) | | Adjusted Operating Margin Growth | Margin growth rate of FY27 Adjusted(1) EBIT Margin measured in basis points above FY26 EBIT Margin | | Adjusted Revenue | Revenue as set forth in the audited consolidated financial statements of the Company, subject to the impact of adjustments(1) | | CD&A | Compensation Discussion and Analysis | | DCP | NIKE, Inc. Deferred Compensation Plan | | EBIT Margin | EBIT divided by Total Revenues | | NEO | Named Executive Officer | | PSP | NIKE, Inc. Executive Performance Sharing Plan | | PSU | Performance-based restricted stock unit | | Relative TSR | Absolute TSR for the applicable performance period relative to total shareholder return over the same period for the other companies in the S&P 500 | | RSU | Time-vesting restricted stock unit | | SIP | NIKE, Inc. Stock Incentive Plan, as amended and restated |

  31. FISCAL YEAR 2026 HIGHLIGHTS

    FISCAL YEAR 2026 HIGHLIGHTS In fiscal year 2026 we continued to execute against our multi-year strategy to drive growth. This includes additional changes to the senior executive team that remove layers and strengthen our leadership team's connection with consumers and the marketplace. In support of these changes, we implemented the following key compensation decisions, which are described in greater detail throughout the section below titled "Compensation of our Named Executive Officers": •Updated PSP design for non-CEO NEOs to introduce a Management by Objectives ("MBO") component, weighted 20% of the total award, in order to drive individual accountability. •Exercised negative discretion to downward adjust PSP award payouts for fiscal 2026 so that, in support of our one-team culture, the PSP financial metrics payout level would not exceed the payout level for the broad-based global annual bonus plan. •Updated PSU design to use Adjusted Revenue (50%) and Adjusted EPS (50%) as the metrics for the fiscal 2026 – 2028 PSU awards, with a Relative TSR modifier, to provide an objective, market-based measure of performance. •Granted equity-based retention awards to our NEOs in fiscal 2026 to enhance retention during this pivotal period and to collectively align the newly established leadership team to drive operating margin growth in the near term. All of the NEOs, except Mr. Friend, were appointed as executive officers following the fiscal 2025 CEO transition and did not receive retention awards in connection with that transition.

  32. INCENTIVE AWARD OUTCOMES

    INCENTIVE AWARD OUTCOMES The following summarizes incentive award outcomes for fiscal 2026. The fiscal 2024 – 2026 PSUs paid out at 0%. The fiscal 2026 PSP was earned at 101% based on achievement of the financial metrics; however, the Compensation Committee exercised negative discretion to reduce the financial metrics earnout to 74% to align with the broad-based global annual bonus plan. For non-CEO NEOs the achievement of financial metrics was weighted at 80% and the remaining 20% was based on MBOs which were earned at 90%. As a result, the fiscal 2026 PSP payout for the CEO was 74% and payout for the non-CEO NEOs was 78%. For more information on incentive award outcomes for the NEOs, see the section below titled "Compensation of our Named Executive Officers—Annual Cash Incentive" beginning on page 28.

  33. INCENTIVE AWARD OUTCOMES

    | FISCAL 2026 PSP FINANCIAL METRICS | | | | |

  34. INCENTIVE AWARD OUTCOMES

    | FISCAL 2026 PSP PAYOUTS | | | FINANCIAL METRICS | MBOs | | | |

  35. INCENTIVE AWARD OUTCOMES

    | FISCAL 2024-2026 PSUs | | |

  36. COMPENSATION OBJECTIVES AND STRUCTURE

    COMPENSATION OBJECTIVES AND STRUCTURE Our executive compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize shareholder value by rewarding NEOs for strong Company performance. The program consists of direct compensation, with a focus on incentive compensation, and competitive benefits that are generally consistent with the benefits offered to our other U.S.-based employees. We structure our executive compensation program in the context of our business strategy and talent plan. To foster teamwork and ensure internal pay equity, we utilize a segmented cohort approach that aligns compensation across certain executive roles. Cohort compensation levels are determined by holistically considering factors relating to our business, the competitive market for top-tier talent, the applicable executives—including future potential, individual performance, market insights, succession planning, retention, and leadership continuity—and, for each NEO other than our CEO, our CEO's recommendation. Our philosophy is to "pay for performance" in order to drive business results and maximize shareholder value. As a result, executive compensation is highly incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. Our executive compensation program balances performance incentives, including by using multiple performance metrics and periods, and through a mixture of cash- and stock-based compensation elements. Stock-based compensation—which consists of PSUs, stock options, and RSUs—is also structured to pay for performance by linking the majority of each NEO's target total direct compensation directly to our stock price. The following charts illustrate the mix of components that make up fiscal 2026 target total annual direct compensation for our NEOs, excluding equity retention awards granted to the NEOs on a limited basis, as described elsewhere in this proxy statement.

  37. ANNUAL DIRECT COMPENSATION ELEMENTS

    | ELEMENT | | KEY CHARACTERISTICS | PURPOSE | | Base Salary | | Fixed cash compensation | Provides market competitive baseline compensation to attract and retain top-tier talent | | Annual Cash Incentive Award – PSP | | Variable cash incentive compensation earned at 0% – 200% based on Company and individual performance over a 1-year performance period | Motivates and rewards achievement of sustainable and profitable growth | | Long-Term Incentive Award – SIP | PSUs (50%) | Variable stock-based incentive compensation earned at 0% – 200%; fiscal year 2026 grants based generally on achievement of Adjusted Revenue and Adjusted Earnings Per Share (EPS) performance metrics over a 3-year performance period | Aligns NEOs' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth; promotes retention | | | Stock Options (25%) | Stock-based incentive compensation that generally vests in 4 equal annual installments; only provides value if our stock price appreciates | Aligns NEOs' interests with those of our shareholders by rewarding achievement of upside potential; promotes retention | | | RSUs (25%) | Stock-based incentive compensation that generally vests in 4 equal annual installments; value tied to our stock price | Aligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention |

  38. ANNUAL CASH INCENTIVE

    ANNUAL CASH INCENTIVE Annual cash incentive awards are paid to the NEOs under our PSP and are designed to reflect our "pay for performance" philosophy. For fiscal 2026, PSP awards were eligible to be earned between 0% and 200% of target based on Company and, for non-CEO NEOs, individual performance during the fiscal year. The Compensation Committee retains discretion to adjust PSP metrics and award payouts based on individual or Company performance. As discussed in greater detail below, the Compensation Committee exercised negative discretion to adjust PSP award payouts for fiscal 2026. The Compensation Committee set the PSP target awards for Mr. Alagirisamy in connection with his appointment as Executive Vice President, Chief Operating Officer. The committee maintained fiscal 2026 PSP target awards for each other NEO at the same level as his or her fiscal 2025 PSP target award. Therefore, the fiscal 2026 PSP target awards were:

  39. ANNUAL CASH INCENTIVE

    | NAMED EXECUTIVE OFFICER | FISCAL 2026 PSP TARGET AWARD (% OF BASE SALARY) | | Elliott Hill | 200% | | Matthew Friend | 120% | | Venkatesh Alagirisamy | 120% | | Treasure Heinle | 120% | | Robert Leinwand | 120% |

  40. FINANCIAL METRICS

    FINANCIAL METRICS The fiscal 2026 PSP payout was based 100% on financial metrics for the CEO and 80% on financial metrics for the non-CEO NEOs (with the remaining 20% based on MBOs as described below). Consistent with the prior year, the Compensation Committee maintained equally weighted financial metrics of Adjusted Revenue and Adjusted EBIT as well as a single, year-long performance period. Fiscal year 2026 was a year to reposition NIKE's business for future growth, reignite brand momentum and stabilize NIKE's business. Accordingly, in setting the year-long performance goals for the PSP, the Compensation Committee sought to drive sustainable and profitable growth in pursuit of those objectives. The Compensation Committee recognizes that PSP target levels should reflect goals which are rigorous yet reasonable and considers market conditions and prior performance. The Adjusted Revenue target goal represented an increase of approximately 0.5% compared to actual fiscal 2025 revenue, with threshold and maximum goals set equidistant from the target goal to balance stretch and risk. The Adjusted EBIT target goal represented a decrease of approximately 15% compared to actual fiscal 2025 EBIT, with threshold and maximum goals set non-equidistant from the target goal; additional upside stretch was built into the maximum goal to incentivize exceptional performance. In setting these targets, we strove to address both the anticipated impact from our actions to reposition NIKE for future growth and the uncertain and volatile operating environment that existed at the time these targets were set, including, but not limited to, geopolitical dynamics, tax regulation, and evolving tariff policies. As described below, the performance levels for fiscal 2026 Adjusted Revenue and Adjusted EBIT were achieved at 76% and 125%, respectively. In support of our one-team culture, the fiscal 2026 broad-based annual bonus plan (applicable to the majority of employees below the executive officer level) used the same financial metrics as the PSP under which the NEOs participate and also weighted them equally. However, the broad-based annual plan used two equally-weighted, six-month performance periods to reduce the potential impact of volatility and thereby enable more aggressive target setting. To balance the commitment to a year-long performance period for the PSP with support for our one-team culture, the Compensation Committee determined that the financial metrics payout level for the fiscal 2026 PSP would not exceed the payout level for the fiscal 2026 broad-based global annual bonus plan, and committed to use its negative discretion to reduce the PSP financial metrics payout level if necessary. Bonuses under the broad-based global annual plan were earned below target (and lower than the PSP), and therefore the Compensation Committee exercised negative discretion for the PSP financial metric earnout to support our one-team culture. For fiscal 2026, under the PSP, Adjusted Revenue of $45.8 billion corresponded to an earnout of 76% and Adjusted EBIT of $3.3 billion corresponded to an earnout of 125%. These earnouts were averaged together to calculate a financial metric earnout of 101%, and negative discretion was exercised as discussed above to reduce the financial metric earnout to 74%. Accordingly, the fiscal 2026 PSP payout for Mr. Hill, whose PSP is not subject to MBOs, was 74%.

  41. FISCAL 2026 FINANCIAL METRIC GOALS AND RESULTS

    | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | | Adjusted Revenue(1) (Weighted 50%) | | | | EARNOUT: 76% | | Adjusted EBIT(1) (Weighted 50%) | | | | EARNOUT: 125% | | CALCULATED PSP EARNOUT | | | | 101% | | ONE-TEAM CULTURE •Payout under the broad-based global annual bonus plan—based on the same equally-weighted financial metrics, but using two equally-weighted, six-month performance periods—was 74% •The Compensation Committee exercised negative discretion to reduce the PSP financial metrics payout to equal the payout under the broad-based global annual bonus plan, consistent with our one-team culture | | | | | | FISCAL 2026 PSP FINANCIAL METRIC PAYOUT | | | | 74% |

  42. FISCAL 2026 PSP PAYOUTS

    FISCAL 2026 PSP PAYOUTS

  43. FISCAL 2026 PSP PAYOUTS

    | | FINANCIAL METRICS(1) | | MBOs(2) | | | | NAMED EXECUTIVE OFFICER | EARNOUT | WEIGHT | EARNOUT | WEIGHT | FISCAL 2026 PSP PAYOUT | | Elliott Hill | 74% | 100% | N/A | 0% | 74% | | Matthew Friend | 74% | 80% | 90% | 20% | 78% | | Venkatesh Alagirisamy | 74% | 80% | 90% | 20% | 78% | | Treasure Heinle | 74% | 80% | 90% | 20% | 78% | | Robert Leinwand | 74% | 80% | 90% | 20% | 78% |

  44. FISCAL 2026 PSP PAYOUTS

    (1)As described on page 24, each metric is adjusted for the impact of certain non-operational events to help drive and reward organic growth. The financial metric earnout also reflects the Compensation Committee's determination to exercise negative discretion to reduce PSP payouts, as described above. (2)Comprises wage-related operating overhead spend and enterprise goals for employee engagement.

  45. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE Long-term incentive compensation incentivizes and rewards long-term Company performance, aligns executives' interests with those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our executive compensation program forms the largest portion of our NEOs' direct compensation, constituting 78% of fiscal 2026 target total direct compensation for Mr. Hill on an annualized basis and 72% for each other non-CEO NEO, excluding equity retention awards described elsewhere in this proxy statement. Long-term incentive compensation consists of three components: PSUs, stock options, and RSUs, each granted under our SIP. Fiscal 2026 NEO awards were delivered 50% as PSUs (consistent with fiscal year 2025), 25% as stock options, and 25% as RSUs, reflecting the Committee's determination to equally weight stock options and RSUs to strengthen the inherent value of the LTI portfolio and better align with market practice.

  46. LONG-TERM INCENTIVE AWARD MIX(1)

    LONG-TERM INCENTIVE AWARD MIX(1) (1)Excludes equity retention awards described elsewhere in this proxy statement.

  47. FISCAL 2026 LONG-TERM INCENTIVE AWARD GRANTS

    FISCAL 2026 LONG-TERM INCENTIVE AWARD GRANTS The Compensation Committee determined the fiscal 2026 long-term incentive awards in June 2025. In setting the value of each long-term incentive award, the committee considered multiple factors, including individual and Company performance, evolving responsibilities, our cohort compensation approach, and retaining top-tier talent in a highly competitive talent marketplace. The committee set the target value for Mr. Alagirisamy's long-term incentive award in connection with his appointment as Executive Vice President, Chief Operating Officer. Therefore, the fiscal 2026 long-term incentive award target values were:

  48. FISCAL 2026 LONG-TERM INCENTIVE AWARD GRANTS

    | NAMED EXECUTIVE OFFICER | TOTAL FISCAL 2026 LONG-TERM INCENTIVE AWARD | | TARGET PSUs | STOCK OPTIONS | RSUs | | Elliott Hill | $15,500,000 | → | $7,750,000 | $3,875,000 | $3,875,000 | | Matthew Friend | $8,000,000 | → | $4,000,000 | $2,000,000 | $2,000,000 | | Venkatesh Alagirisamy | $5,500,000 | → | $2,750,000 | $1,375,000 | $1,375,000 | | Treasure Heinle | $5,500,000 | → | $2,750,000 | $1,375,000 | $1,375,000 | | Robert Leinwand | $5,500,000 | → | $2,750,000 | $1,375,000 | $1,375,000 |

  49. FISCAL 2026 LONG-TERM INCENTIVE AWARD GRANTS

    (1)Because Mr. Alagirisamy was appointed after the awards for fiscal 2026 were granted to executive officers (including NEOs) in September 2025, Mr. Alagirisamy's fiscal 2026 long-term incentive awards were granted in two parts. He received an initial annual grant on September 1, 2025 and a supplemental grant on December 10, 2025 shortly following his appointment to achieve the total target long-term incentive awards set forth in this table. The share calculation methodology and vesting schedule for Mr. Alagirisamy's supplemental grant is the same as the September 1, 2025 annual equity grants to executive officers generally, but the exercise price of Mr. Alagirisamy's supplemental stock options is equal to the closing share price of the Company on the date of grant (as required per the terms and conditions of the SIP).

  50. 2026 – 2028 PSUs

    2026 – 2028 PSUs PSUs align our NEOs' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth. PSU awards reflect our "pay for performance" philosophy: they are earned between 0% and 200% of target based on Company performance during a three-year performance period. In the first quarter of fiscal 2026, the Compensation Committee selected the metrics, corresponding performance goals, and award terms for the fiscal 2026 – 2028 PSU awards. To focus executives on key financial measures that drive value creation, the Compensation Committee selected Adjusted Revenue (50%) and Adjusted EPS (50%) as the financial metrics for the fiscal 2026 – 2028 PSU awards, with a Relative TSR modifier that aligns payouts with shareholder experience, providing an objective, market-based measure of performance. Performance is measured on an annual growth rate basis. For each of the three years within the performance period, the Compensation Committee approved individual annual targets for Adjusted Revenue and Adjusted EPS expressed as a growth rate over the previous year's actual result. Targets were established for threshold (25%), target (100%), and maximum (200%), interpolated on a straight-line basis. This approach allows plan achievement to be calculated on a fiscal year basis (i.e., growth over prior year adjusted actuals) and averaged at the end of the three-year performance period, subject to the Relative TSR modifier which is measured over the full three-year performance period. The Compensation Committee selected this market-based approach for goal setting taking into account the inherent challenges in setting three-year cumulative financial goals in the current operating and macroeconomic environment. Utilizing annual growth rates provides for discrete annual goals within the performance period, while maintaining the integrity of the three-year performance period because the growth rates are approved before the grant date and the same rates apply to each year within the three-year period. It also ensures that participants remain sufficiently motivated over the full three-year performance period and are not disproportionately impacted, either positively or negatively, by an outlier year within the performance period. The total payout opportunity for PSUs is 0% to 200%: 0% of target will be earned if the threshold level of performance is not satisfied, 25% of target will be earned if the threshold level is satisfied, 100% of target will be earned if the target level is satisfied, and 200% of target will be earned if the maximum level is satisfied. Performance for each financial metric is measured independently, so PSUs can be earned as long as the threshold is satisfied for at least one financial metric. The payout for each financial metric will be averaged together to calculate the total financial metric payout, and then the Relative TSR modifier will be applied. The Relative TSR modifier is measured over the full three-year performance period and applied to the total financial metric payout as follows:

  51. 2026 – 2028 PSUs

    | Relative TSR Level | Relative TSR Multiplier | | 25th Percentile or less | 75.0% | | Between 25th Percentile and 75th Percentile | No adjustment | | 75th Percentile or greater | 125.0% |

  52. 2026 – 2028 PSUs

    The final PSU payout is subject to a 200% maximum, regardless of the Relative TSR modifier. In the event NIKE's absolute TSR is negative for the 3-year performance period, then the Relative TSR modifier is capped at 100%. Any PSUs that are earned will vest on September 1, 2028. The specific targets and corresponding achievement will be disclosed following the Committee's certification of achievement at the conclusion of the performance period. In setting the performance goals, the Compensation Committee considered factors including achievability and motivational impact, as well as our repositioning actions to drive our return to growth. The growth rate targets established by the committee are based on scenario analyses that factor in upside and downside for each metric over the three-year performance period. The targets were set to provide growth in each year of the performance period, with threshold growth levels grounded in achievability based on historical levels of performance, and maximum growth levels set to reward outperformance. The target number of PSUs granted to each NEO for fiscal 2026 was determined by dividing the NEO's target award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant (or, for Mr. Alagirisamy's supplemental award granted in connection with his December 2025 appointment, the 20-trading day period ending on September 1, 2025, which was the date of the annual grant for equity-eligible employees generally). PSUs accumulate dividend equivalents that are paid only when, and to the extent, they vest.

  53. STOCK OPTIONS

    STOCK OPTIONS Stock options align our NEOs' interests with those of our shareholders by rewarding the achievement of upside potential, and they reflect our "pay for performance" philosophy by rewarding the NEOs only if the price of our Class B Stock appreciates. The number of stock options granted to each NEO (excluding Mr. Alagirisamy) for fiscal 2026 was determined by dividing the NEO's award value by the Black-Scholes value (calculated based on a 20-day average stock price and the available five-year and seven-year interest rates) of a stock option on the date of grant. For Mr. Alagirisamy's supplemental award, granted in connection with his appointment in December 2025, the number of stock options granted was determined using the Black-Scholes value calculated for the 20-trading day period ending on September 1, 2025, which was the date of the annual grant for equity-eligible employees generally. Options granted to the NEOs vest in equal annual installments over four years and have an exercise price equal to the closing market price of our stock on the date of grant (or the trading day immediately prior to the grant date, if the grant date is not a trading day). To promote retention, stock options generally provide that if a NEO leaves the Company, they forfeit any unvested stock options. Forfeiture is subject to a limited retirement provision as well as partial accelerated vesting upon an involuntary termination of employment (each as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  54. RSUs

    RSUs RSUs align our NEOs' interests with those of our shareholders by rewarding the achievement of long-term value creation, and they reflect our "pay for performance" philosophy because their value is directly tied to our Class B Stock price. The number of RSUs granted to each NEO for fiscal 2026 was determined by dividing the NEO's award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant (or, for Mr. Alagirisamy's supplemental award, granted in connection with his appointment in December 2025, the 20-trading day period ending on September 1, 2025, which was the date of the annual grant for equity-eligible employees generally). RSUs granted annually to the NEOs as part of long-term incentive compensation vest in equal annual installments over four years and accumulate dividend equivalents that are paid only upon vesting. To promote retention, RSU awards generally provide that any unvested RSUs are forfeited if the NEO leaves the Company. Forfeiture is subject to partial accelerated vesting upon an involuntary termination of employment or retirement (as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  55. FISCAL 2024 PSU AWARD RESULTS

    FISCAL 2024 PSU AWARD RESULTS As previously disclosed in our 2024 proxy statement, the fiscal 2024 – 2026 PSU awards granted in June 2023 were to be earned between 0% and 200% of target based on Relative TSR over a three-year performance period (subject to a payout cap of 100% if Absolute TSR was negative). In addition, if Relative TSR was achieved at or above the threshold performance goal, a People & Planet modifier would allow the award payout to be increased or decreased by up to 20 percentage points (subject to both the 200% maximum earnout and the 100% Absolute TSR cap) based on a holistic assessment of the Company's performance. NIKE's Relative TSR for fiscal years 2024 – 2026 was at the 1st percentile, corresponding to an earnout of 0%. Relative TSR was calculated in comparison to the companies that were included in the S&P 500 as of May 31, 2026, using the 20-trading day average stock price and assuming that dividends paid during the performance period were reinvested in the applicable company's stock. Because Relative TSR was below the threshold performance goal, the People & Planet modifier was not applicable. Therefore, as illustrated below, the total payout for the fiscal 2024 – 2026 PSU awards was 0% for each of the NEOs.

  56. FISCAL 2024 – 2026 PERFORMANCE RESULTS

    | FINANCIAL PERFORMANCE METRIC | | | | | | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | | Relative TSR | | | | PAYOUT: 0% |

  57. EQUITY RETENTION AWARDS

    EQUITY RETENTION AWARDS In December 2025, the Compensation Committee approved an equity-based retention grant with a target value of $15 million for Mr. Hill and $4 million for each of our non-CEO NEOs. These grants were designed to collectively motivate the newly established senior leadership team to execute on the Company's turnaround plan and strengthen retention during this pivotal period. While Mr. Friend received a retention award in September 2024 in connection with the CEO transition, all of the other NEOs, including Mr. Hill, were newly appointed as executive officers after that grant and did not receive it. The December 2025 retention awards cliff vest on December 10, 2027 and are earned 50% subject to continuous service through the scheduled vesting date, and 50% subject to achievement of Adjusted Operating Margin Growth targets (the growth rate of fiscal 2027 EBIT Margin measured in basis points above fiscal 2026 EBIT Margin, each as set forth in the audited consolidated financial statements of the Company). The Compensation Committee selected Adjusted Operating Margin Growth because it is a metric that measures profitability and operational efficiency, both of which play a key role in NIKE's turnaround. For the Adjusted Operating Margin Growth performance measure, performance below target results in a 0% payout, achievement at target results in a 100% payout, and achievement equal to or exceeding the maximum performance value results in a 200% payout. Achievement between target and maximum performance values is interpolated on a straight-line basis. The Committee carefully weighed shareholder feedback and considered multiple factors in determining the target award values and structure of the grant. The target award grant values balance providing meaningful retention for each NEO with the shareholder value we believe will be created through the achievement of growth in Adjusted Operating Margin by the end of fiscal 2027. These awards are subject to partial accelerated vesting, based on actual Company performance during the performance period, upon an involuntary termination of employment (described in the section below titled "Executive Compensation Tables - Potential Payments Upon Termination or Change-in-Control").

  58. PERQUISITES AND OTHER BENEFITS

    PERQUISITES AND OTHER BENEFITS Our executive compensation program includes limited perquisites and other personal benefits for our NEOs, which generally consist of home security and financial planning services. Given the nature of our business, from time to time certain Company employees, including certain executive officers, may also receive Company product, event tickets, or travel benefits that are not generally offered to all employees. Effective June 1, 2024, consistent with the recommendation of an outside security provider hired by the Company to perform a comprehensive security assessment with respect to the CEO, Mr. Hill is entitled to unlimited personal use of Company aircraft, which is intended to increase his security, availability, and productivity. The unreimbursed incremental cost of his use is disclosed in the Summary Compensation Table on page 41. All NEOs participate in our standard Employee Matching Gift Program applicable to employees generally, without enhancement. Our Employee Matching Gift Program does not match employee contributions that benefit the employee, including contributions to the employee's personal or family foundation or to a non-profit organization that is managed or led by, or provides compensation or assistance to, the employee or a member of their family. We do not provide any tax gross-ups on perquisites to our executive officers, other than for qualified relocation expenses in accordance with our standard relocation policy. Greater detail about the perquisites and personal benefits provided to our NEOs in fiscal 2026 is provided in the footnotes to the Summary Compensation Table on page 41. Effective June 16, 2026, the Company adopted the NIKE, Inc. Executive Severance Pay Plan covering various executives, including the NEOs. See the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control" for additional information.

  59. PEER GROUP

    PEER GROUP Given the competitive market for top-tier talent, the Compensation Committee uses a peer group based on certain factors and criteria outlined below to provide a reference for assessing executive compensation levels and practices. Based on the criteria, the following peer group was considered for purposes of setting fiscal 2026 executive compensation:

  60. PEER GROUP

    | Best Buy Company, Inc. | Microsoft Corporation | Starbucks Corporation | | Cisco Systems, Inc. | Mondelez International, Inc. | Target Corporation | | The Coca-Cola Company | Netflix, Inc. | TJX Companies | | Kimberly-Clark Corporation | Pepsico, Inc. | Walmart Inc. | | Lowe's Companies, Inc. | Procter & Gamble Company | The Walt Disney Company | | McDonald's Corporation | Salesforce, Inc. | |

  61. PEER GROUP

    The Compensation Committee reviews our compensation peer group periodically to determine the appropriate companies to include. In its review, the Compensation Committee considers companies based on the following factors and criteria: •Publicly-traded, U.S.-based companies, with revenues and market capitalization within a reasonable range of NIKE's revenue and market capitalization. At the time the committee approved the peer group, NIKE's revenue was at the 50th percentile of the peer group and NIKE's market capitalization was at the 43rd percentile of the peer group. •Leading companies across retail, digital, and services spaces, with a focus on consumer products and having a top-tier brand value. •Competitors for talent, aligned to NIKE's evolving business and talent strategies. •Companies that list NIKE as a peer or are in NIKE's peer group as selected by a proxy advisory firm. In November 2025, the Compensation Committee further refined our peer group for purposes of setting fiscal 2027 executive compensation to remove Microsoft Corporation. In addition to considering our peer group, the Compensation Committee also uses market survey data from third parties, including Aon, Willis Towers Watson, and Mercer, about a broader range of companies. The Compensation Committee generally does not set executive compensation at or near any particular percentile of peer group, or market, compensation. Instead, the committee considers compensation to be competitive if it is generally within a reasonable range of market median.

  62. ROLE OF COMPENSATION CONSULTANT

    ROLE OF COMPENSATION CONSULTANT The Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist the committee in overseeing our executive compensation program. The Compensation Committee chose not to retain any such consultants in fiscal 2026. However, in connection with the committee's analysis and decision-making regarding the fiscal 2026 executive compensation program, the Compensation Committee supplemented peer group data with information from surveys and reports containing competitive market data from Aon, Willis Towers Watson, and Mercer, which are obtained by our human resources staff.

  63. CHANGE-IN-CONTROL PROVISIONS

    CHANGE-IN-CONTROL PROVISIONS PSP awards do not accelerate upon a change in control. PSU, stock option, and RSU awards are subject only to "double-trigger" accelerated change-in-control vesting, meaning that vesting is accelerated only if there is a change in control of the Company, and either the acquiring entity fails to assume the awards or, within the following two years, the employee's employment is terminated by the acquirer without cause or by the employee for good reason. This double-trigger acceleration is intended to encourage executive retention through a period of uncertainty. The Compensation Committee believes that this approach will enhance shareholder value in the context of an acquisition and align executives' interests with those of investors. The effect of change-in-control transactions on stock-based awards is described further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control".

  64. CLAWBACK

    CLAWBACK In December 2023, the Company adopted a revised clawback policy regarding accounting restatements in connection with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and corresponding NYSE listing standards. The clawback policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to the Company's material noncompliance with any financial reporting requirement under U.S. federal securities laws. In addition to the clawback policy, the Company maintains clawback provisions in the PSP and all of our equity award agreements (including all time-vesting equity awards) that generally permit recoupment in the event of the recipient's theft, embezzlement, fraud, breach of confidentiality or other applicable restrictive covenants, or material breach of contract.

  65. RISK ASSESSMENT

    RISK ASSESSMENT At the Compensation Committee's request, management prepared an assessment of potential risks associated with the Company's fiscal 2026 compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of executive compensation. The assessment considered certain design features of the compensation program that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts, a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards over time, and the potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership guidelines, provided for limited accelerated vesting of PSUs, stock options, and RSUs upon termination of employment, and provided for only double-trigger accelerated vesting of stock-based awards upon a change in control. The Compensation Committee reviewed the risk assessment and concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

  66. TIMING OF DECISIONS

    TIMING OF DECISIONS In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of stock option awards close in time to the release of material non-public information. Although we do not have a policy, practice or obligation that requires us to grant stock options (or other equity or equity-based awards) on specific dates, we have adopted insider trading policies and procedures that govern the purchase, sale, and other disposition of our securities by our employees, directors, officers, and consultants. Our insider trading policies and procedures prohibit our employees, directors, officers, and consultants from, among other things, trading in our securities while in possession of material non-public information. The trading restrictions set out in the Company's Insider Trading Policy expressly apply to any sale of stock purchased upon exercise of a stock option. We have also adopted a Blackout and Pre-clearance Policy (which supplements our Insider Trading Policy) designed to help prevent accidental violations of the law and to avoid even the appearance of trading on inside information. The Blackout and Pre-clearance Policy generally prohibits directors, executive officers, and other designated insiders from, among other things, trading in NIKE securities during the period beginning on the fifteenth day of the last month of each fiscal quarter and ending after the first full trading day following the public release of the Company's earnings for that quarter (and during event-specific blackouts). Moreover, the Blackout and Pre-clearance Policy requires directors and executive officers, along with members of their families and households, to obtain pre-approval from the Company's Chairman or CEO before pledging NIKE stock. Before any such approval is granted, the Company's Clearance Director considers, among other factors, protections against the appearance of insider trading, including prohibitions on sales during trading blackouts. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Compensation Committee determined in June 2024 to align the grant date for long-term incentive awards to executive officers (including NEOs) with the grant date for employees below the executive officer level. Accordingly, awards for fiscal 2026 were granted to executive officers (including NEOs, other than Mr. Alagirisamy's supplemental award) on September 1, 2025. We generally issue non-annual equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. During fiscal 2026, there were no stock option awards granted to any NEO within four business days preceding the filing of any report on Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information.

  67. REALIZABLE PAY

    REALIZABLE PAY Our philosophy is to "pay for performance". As a result, executive compensation is highly incentive-based and includes, among other elements, a mixture of variable cash- and stock-based compensation elements consisting of PSP, PSUs, stock options, and RSUs. In total, 92% of total target annual compensation for our CEO is at risk (87% for the other non-CEO NEOs). Given that a significant portion of our executive compensation packages varies depending on company performance, the grant date value of compensation reported annually in the Summary Compensation Table does not always reflect the actual realizable pay value that is ultimately received by our NEOs. Realizable Pay reinforces a pay-for-performance linkage because the short- and long-term incentive opportunities under our executive compensation program only provide value when meaningful performance is achieved. To illustrate the differences, the graphs below compare, for the CEO and other non-CEO NEOs (on average), the cumulative values for fiscal 2025 and 2026 for Total Target Compensation, Summary Compensation Table Compensation, and Realizable Pay at the end of fiscal year 2026. For this purpose: •"Total Target Compensation" is the sum of target annual base salary, target values for PSP, target values for annual long-term incentive awards and target values for equity retention awards (as applicable), in each case, for fiscal years 2025 and 2026. •"Summary Compensation Table Compensation" refers to the actual disclosure in the Summary Compensation Table for fiscal years 2025 and 2026 (excluding amounts reported under the "All Other Compensation" column). •"Realizable Pay" refers to the sum of actual base salary, actual PSP payouts, and the potential payout value of long-term incentive awards and equity retention awards (as applicable), for fiscal years 2025 and 2026. •Realizable Pay for stock options is based on their intrinsic value, assuming threshold achievement for the 2025-2027 PSU award and target achievement for the 2026-2028 PSU award as reported in the Outstanding Equity Awards Table, calculated using a stock price of $46.23, which was the closing price of our common stock on the last business day of fiscal 2026. •Realizable Pay for the equity retention award granted on September 18, 2024 (applicable only to Mr. Friend) assumes 50% of the award is earned, and for the December 10, 2025 equity retention award assumes 100% of the award is earned, calculated using a stock price of $46.23, which was the closing price of our common stock on the last business day of fiscal 2026. The graphs below are not substitutes for the information required by the 2026 Summary Compensation Table for fiscal years 2024 – 2026, which appears on page 41.

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation of each NEO for fiscal years 2026, 2025, and 2024 (as applicable).

  69. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | BONUS(2) ($) | STOCK AWARDS(3) ($) | OPTION AWARDS(4) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | Elliott Hill President and Chief Executive Officer | 2026 | 1,500,000 | — | 28,137,798 | 3,967,113 | 2,220,000 | 515,965 | 36,340,876 | | | 2025 | 951,923 | 4,000,000 | 14,887,893 | 5,832,678 | — | 345,574 | 26,018,068 | | Matthew Friend Executive Vice President and Chief Financial Officer | 2026 | 1,250,000 | — | 10,680,353 | 2,047,547 | 1,170,000 | 17,500 | 15,165,400 | | | 2025 | 1,250,000 | — | 9,788,426 | 3,048,046 | — | 17,250 | 14,103,722 | | | 2024 | 1,298,077 | — | 5,221,473 | 2,878,629 | 975,000 | 17,331 | 10,390,510 | | Venkatesh Alagirisamy Executive Vice President, Chief Operating Officer | 2026 | 960,096 | — | 8,071,579 | 1,564,777 | 900,900 | 17,500 | 11,514,852 | | Treasure Heinle Executive Vice President, Chief People Officer | 2026 | 984,615 | — | 8,626,384 | 1,407,691 | 936,000 | 17,500 | 11,972,190 | | Robert Leinwand Executive Vice President, Chief Legal Officer | 2026 | 1,005,769 | — | 8,626,384 | 1,407,691 | 959,400 | 13,877 | 12,013,121 | | | 2025 | 795,749 | — | 3,875,030 | 2,162,574 | — | 21,128 | 6,854,481 |

  70. SUMMARY COMPENSATION TABLE

    (1)Salary amounts for fiscal 2025 and 2026 reflect 26 bi-weekly pay periods, compared with 27 bi-weekly pay periods for fiscal 2024. (2)For Fiscal 2025, reflects the sign-on cash award granted to Mr. Hill in connection with his appointment as President and CEO. (3)Represents the grant date fair value of RSU and PSU awards, in each case computed in accordance with accounting guidance applicable to stock-based compensation. For RSUs, the grant date fair value was computed based on the closing market price of our Class B Stock on the grant date. For PSUs, the grant date fair value was computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The assumptions made in determining the grant date fair value of PSUs under applicable accounting guidance are disclosed in footnote 5 of "Grants of Plan-Based Awards in Fiscal 2026". For fiscal 2026, the grant date fair value of the PSU awards that were granted as annual long-term incentive awards was: $8,813,456 for Mr. Hill, $4,548,875 for Mr. Friend, $2,635,392 for Mr. Alagirisamy, and $3,127,406 for Ms. Heinle and Mr. Leinwand. Assuming that the maximum level of performance conditions is achieved, such PSU award values would be: $15,686,613 for Mr. Hill, $8,096,306 for Mr. Friend, $4,878,617 for Mr. Alagirisamy, and $5,566,307 for Ms. Heinle and Mr. Leinwand. For equity retention awards, the grant date fair value was computed based on the closing market price of our Class B Stock on the grant date. Assuming the maximum level of the performance condition is achieved, the equity retention PSU award values would be: $23,104,066 for Mr. Hill and $6,161,102 for Messrs. Friend, Alagirisamy and Leinwand and Ms. Heinle. (4)Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 9 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2026. (5)Amounts reported in this column represent annual cash incentive awards under the NIKE, Inc. Executive Performance Sharing Plan for the applicable fiscal year. Fiscal 2026 amounts were earned at 74% of target for Mr. Hill and 78% of target for each other NEO and were paid in fiscal 2027. No amounts were earned for fiscal 2025. Mr. Friend's fiscal 2024 amount represents his annual cash incentive award earned under the PSP for fiscal 2024. (6)For fiscal 2026, includes Company matching contributions to the 401(k) Plan in the amount of $17,500 for Messrs. Friend and Alagirisamy, and Ms. Heinle and $13,877 for Mr. Leinwand. The amount for Mr. Hill includes $504,102 in aggregate incremental cost to the Company for personal use of the Company's aircraft, in addition to the value of security services, and Company-related merchandise. The aggregate incremental cost for personal use of the Company's aircraft is determined based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight.

  71. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2026

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2026 The following table sets forth information concerning the performance-based annual cash incentive opportunities and PSUs, RSUs, and stock options granted to the NEOs in fiscal 2026.

  72. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2026

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) | EXERCISE OR BASE PRICE OF OPTION AWARDS | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(5) | | | | APPROVAL DATE | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | NAME | GRANT DATE | | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/SH) | ($) | | Elliott Hill | | | 750,000 | 3,000,000 | 6,000,000 | | | | | | | | | | 9/1/2025 | 6/25/2025 | | | | 25,344 | 101,374 | 202,748 | | | | 8,813,456 | | | 9/1/2025 | 6/25/2025 | | | | | | | 50,687 | | | 3,921,653 | | | 9/1/2025 | 6/25/2025 | | | | | | | | 164,474 | 77.37 | 3,967,113 | | | 12/10/2025 | 12/1/2025 | | | | 117,060 | 234,119 | 351,179 | | | | 15,402,689 | | Matthew Friend | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 9/1/2025 | 6/25/2025 | | | | 13,081 | 52,322 | 104,644 | | | | 4,548,875 | | | 9/1/2025 | 6/25/2025 | | | | | | | 26,161 | | | 2,024,077 | | | 9/1/2025 | 6/25/2025 | | | | | | | | 84,890 | 77.37 | 2,047,547 | | | 12/10/2025 | 12/1/2025 | | | | 31,216 | 62,432 | 93,648 | | | | 4,107,401 | | Venkatesh Alagirisamy | | | 288,750 | 1,155,000 | 2,310,000 | | | | | | | | | | 9/1/2025 | 7/20/2025 | | | | 1,570 | 6,279 | 12,558 | | | | 545,896 | | | 9/1/2025 | 7/20/2025 | | | | | | | 12,558 | | | 971,612 | | | 9/1/2025 | 7/20/2025 | | | | | | | | 50,232 | 77.37 | 1,211,596 | | | 12/10/2025 | 12/1/2025 | | | | 7,423 | 29,693 | 59,386 | | | | 2,089,496 | | | 12/10/2025 | 12/1/2025 | | | | | | | 5,429 | | | 357,174 | | | 12/10/2025 | 12/1/2025 | | | | | | | | 17,615 | 65.79 | 353,181 | | | 12/10/2025 | 12/1/2025 | | | | 31,216 | 62,432 | 93,648 | | | | 4,107,401 | | Treasure Heinle | | | 300,000 | 1,200,000 | 2,400,000 | | | | | | | | | | 9/1/2025 | 6/25/2025 | | | | 8,993 | 35,972 | 71,944 | | | | 3,127,406 | | | 9/1/2025 | 6/25/2025 | | | | | | | 17,986 | | | 1,391,577 | | | 9/1/2025 | 6/25/2025 | | | | | | | | 58,362 | 77.37 | 1,407,691 | | | 12/10/2025 | 12/1/2025 | | | | 31,216 | 62,432 | 93,648 | | | | 4,107,401 | | Robert Leinwand | | | 307,500 | 1,230,000 | 2,460,000 | | | | | | | | | | 9/1/2025 | 6/25/2025 | | | | 8,993 | 35,972 | 71,944 | | | | 3,127,406 | | | 9/1/2025 | 6/25/2025 | | | | | | | 17,986 | | | 1,391,577 | | | 9/1/2025 | 6/25/2025 | | | | | | | | 58,362 | 77.37 | 1,407,691 | | | 12/10/2025 | 12/1/2025 | | | | 31,216 | 62,432 | 93,648 | | | | 4,107,401 |

  73. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2026

    (1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2026 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2026 based on a percentage of the executive's salary as follows: Mr. Hill, 200%; Mr. Friend, 120%; Mr. Alagirisamy, 120%, Ms. Heinle, 120% and Mr. Leinwand, 120%. Fiscal 2026 PSP awards were eligible to be earned between 0% and 200% of target based on Company performance and MBO performance, as applicable, during fiscal 2026. Actual award payouts earned in fiscal 2026 and paid in fiscal 2027 are shown in the Summary Compensation Table. (2)These amounts represent grants of PSUs and equity retention awards under the SIP. The PSUs are eligible to be earned between 0% and 200% of target based on Adjusted Revenue and Adjusted EPS between June 1, 2025 and May 31, 2028, with a Relative TSR modifier, as described under the section above titled "Compensation Discussion and Analysis – Compensation of our Named Executive Officers – Long-Term Incentive – Fiscal 2026 Long-Term Incentive Award Grants – 2026 - 2028 PSUs." Earned PSUs will vest in September 2028 and are generally subject to continued employment through the vesting date. The equity retention awards granted on December 10, 2025 will cliff vest on December 10, 2027 and are earned 50% subject to continuous service through the scheduled vesting date, and 50% subject to the achievement of FY27 Adjusted Operating Margin growth goal. The portion of the award subject to the performance measure will be earned at 100% if such performance measure is achieved and up to a maximum of 200%. Vesting for PSUs and equity retention awards will be accelerated in certain circumstances as described in the section below titled "Potential Payouts Upon Termination or Change-in-Control". PSUs and equity retention awards accumulate cash dividend equivalents that are paid only when, and to the extent, they vest. (3)Amounts reported in this column represent grants of RSUs under the SIP. All RSUs vest in four equal installments on September 1 of 2026, 2027, 2028, and 2029. Vesting for all RSUs will be accelerated in certain circumstances as described in the section below titled "Potential Payouts Upon Termination or Change-in-Control". All RSUs accumulate cash dividend equivalents that are only paid upon vesting. (4)Amounts reported in this column represent stock options granted under the SIP which become exercisable in four equal installments on September 1 of 2026, 2027, 2028, and 2029. Options also become exercisable in certain circumstances as described in the section below titled "Potential Payouts Upon Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee's termination of employment. (5)For stock awards, represents the grant date fair value of (a) RSUs based on the closing market price of our Class B Stock on the grant date, (b) an equity retention grant, also valued based on the closing market price of our Class B Stock on the grant date and (c) PSUs based on values of $86.94 and $70.37 per share computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The Monte Carlo simulation was performed using the remaining performance period of 2 – 3 years and assuming an expected volatility of 35.11% and 35.59% and risk-free interest rate of 3.52% and 3.49%. The expected volatility was based on an analysis of the historical volatility of the Class B Stock on the grant date for 2 – 3 years. The risk-free interest rate corresponding with the remaining performance period was calculated using the U.S. Treasury (constant maturity) risk-free rates in effect on the grant date for a 2- and 3-year period. For option awards, represents the grant date fair value of stock options granted based on a value of $20.05 and $24.12 per share, calculated using the Black-Scholes option pricing model. The assumptions made in determining option values are disclosed in Note 9 to Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2026. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

  74. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    OUTSTANDING EQUITY AWARDS AT MAY 31, 2026 The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the NEOs at May 31, 2026.

  75. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISABLE OPTIONS (#)(1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Elliott Hill | 56,938 | 170,812(4) | 81.60 | 10/14/2034 | | | | | | | — | 164,474(5) | 77.37 | 9/1/2035 | 213,294 | 9,860,582 | 242,655 | 11,217,941 | | Matthew Friend | 23,000 | — | 57.87 | 7/15/2026 | | | | | | | 30,000 | — | 59.10 | 7/20/2027 | | | | | | | 35,000 | — | 77.54 | 8/1/2028 | | | | | | | 36,095 | — | 83.12 | 8/1/2029 | | | | | | | 77,197 | — | 97.61 | 8/1/2030 | | | | | | | 43,669 | — | 167.51 | 8/1/2031 | | | | | | | 56,391 | 18,797(6) | 114.30 | 8/1/2032 | | | | | | | 41,372 | 41,371(7) | 109.40 | 8/1/2033 | | | | | | | 29,388 | 88,161(8) | 83.32 | 9/1/2034 | | | | | | | — | 84,890(5) | 77.37 | 9/1/2035 | 96,885 | 4,478,994 | 120,595 | 5,575,107 | | Venkatesh Alagirisamy | 10,000 | — | 57.87 | 7/15/2026 | | | | | | | 15,000 | — | 59.10 | 7/20/2027 | | | | | | | 12,170 | — | 82.20 | 9/1/2028 | | | | | | | 23,670 | — | 84.50 | 9/1/2029 | | | | | | | 30,760 | — | 97.61 | 8/1/2030 | | | | | | | 18,485 | — | 167.51 | 8/1/2031 | | | | | | | 16,704 | 5,568(6) | 114.30 | 8/1/2032 | | | | | | | 15,550 | 15,550(7) | 109.40 | 8/1/2033 | | | | | | | 10,502 | 31,506(8) | 83.32 | 9/1/2034 | | | | | | | — | 50,232(5) | 77.37 | 9/1/2035 | | | | | | | — | 17,615(5) | 65.79 | 12/10/2035 | 86,040 | 3,977,629 | 68,501 | 3,166,804 | | Treasure Heinle | 1,584 | — | 82.20 | 9/1/2028 | | | | | | | 2,958 | — | 84.50 | 9/1/2029 | | | | | | | 9,280 | — | 114.84 | 9/1/2030 | | | | | | | 5,900 | — | 164.56 | 9/1/2031 | | | | | | | 10,695 | 3,565(9) | 106.49 | 9/1/2032 | | | | | | | 6,238 | 6,238(10) | 102.36 | 9/1/2033 | | | | | | | 20,204 | 60,611(8) | 72.00 | 1/6/2035 | | | | | | | — | 58,362(5) | 77.37 | 9/1/2035 | 58,243 | 2,692,574 | 75,784 | 3,503,494 |

  76. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISABLE OPTIONS (#)(1) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Robert Leinwand | 11,000 | — | 57.87 | 7/15/2026 | | | | | | | 15,000 | — | 59.10 | 7/20/2027 | | | | | | | 19,770 | — | 82.20 | 9/1/2028 | | | | | | | 23,670 | — | 84.50 | 9/1/2029 | | | | | | | 30,760 | — | 97.61 | 8/1/2030 | | | | | | | 18,485 | — | 167.51 | 8/1/2031 | | | | | | | 16,704 | 5,568(6) | 114.30 | 8/1/2032 | | | | | | | 11,108 | 11,108(7) | 109.40 | 8/1/2033 | | | | | | | 6,126 | 18,378(8) | 83.32 | 9/1/2034 | | | | | | | 15,061 | 45,183(8) | 79.26 | 11/25/2034 | | | | | | | — | 58,362(5) | 77.37 | 9/1/2035 | 58,171 | 2,689,245 | 75,784 | 3,503,494 |

  77. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    (1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date. (2)Reflects RSUs and one-time equity retention awards that vest as described in the table below. The retention awards granted in fiscal 2025 and 2026 represent the portion of one-time equity retention awards that will be earned subject to continuous service through the scheduled vesting date. The PSUs for the fiscal 2024 – 2026 performance period that were scheduled to cliff vest on August 1, 2026 were earned at 0% based on three-year Relative TSR, and therefore no amount is shown.

  78. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    | NAME | FISCAL YEAR OF GRANT | NUMBER OF UNVESTED UNITS | VESTING SCHEDULE | | Elliott Hill | 2026 | 50,687 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 117,060 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 | 23,747 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 10/15/2026 and 50% vest on 10/15/2027 | | | 2025 | 21,800 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | Matthew Friend | 2026 | 26,161 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 | 11,251 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2025 | 24,555 | Equity retention award will cliff vest on 09/18/2026 | | | 2024 | 3,702 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2026 | | Venkatesh Alagirisamy | 2026 | 5,429 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 12,558 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 | 7,876 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2024 | 1,727 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2026 | | | 2024 | 27,234 | Equity retention award will cliff vest on 06/10/2026 | | Treasure Heinle | 2026 | 17,986 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2026 | 3,798 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2025 | 3,938 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2024 | 1,305 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 2/10/2027 | | Robert Leinwand | 2026 | 17,986 | RSUs subject to four-year pro-rata vesting on 9/1/2026, 9/1/2027, 9/1/2028, and 9/1/2029 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 | 4,594 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2025 | 3,141 | RSUs subject to four-year pro-rata vesting; 33.3% of the remaining units vest on 9/1/2026, 33.3% vest on 9/1/2027, and 33.3% vest on 9/1/2028 | | | 2024 | 1,234 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2026 |

  79. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    (3)Reflects PSUs and equity retention awards that vest as described in the table below assuming performance (a) at the maximum level (100%) for the retention award granted in fiscal 2025, (b) at the target level (100%) for the retention awards granted in fiscal 2026 and the annual PSU (performance period 2026 - 2028) and (c) at the threshold level (25%) for the annual PSU (performance period 2025 - 2027). The retention award granted in fiscal 2025 represent the portion of one-time equity retention awards that will be earned at 0% or 100% based on achievement of a $100.00 stock price performance measure. The retention awards granted in fiscal 2026 represent the portion of the one-time equity retention awards that will be earned at 0% or between 100% and 200%. The PSUs for the fiscal 2026 – 2028 performance period will be earned between 0% and 200% based on achievement against annual growth targets set for Adjusted Revenue and Adjusted EPS and a relative TSR modifier between June 1, 2025 and May 31, 2028. The PSUs for the fiscal 2025 – 2027 performance period will be earned between 0% and 200% based on relative TSR between September 1, 2024 and August 31, 2027 and subject to the People & Planet modifier.

  80. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    | NAME | FISCAL YEAR OF GRANT /PERFORMANCE PERIOD | NUMBER OF UNEARNED, UNVESTED UNITS | VESTING SCHEDULE | | Elliott Hill | 2026 - 2028 | 101,374 | Earned units will cliff vest on 9/1/2028 | | | 2026 | 117,059 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 - 2027 | 24,222 | Earned units will cliff vest on 9/1/2027 | | Matthew Friend | 2026 - 2028 | 52,322 | Earned units will cliff vest on 9/1/2028 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 - 2027 | 12,502 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 24,555 | Equity retention award will cliff vest on 9/18/2026 | | Venkatesh Alagirisamy | 2026 - 2028 | 6,279 | Earned units will cliff vest on 9/1/2028 | | | 2026 - 2028 | 29,693 | Earned units will cliff vest on 9/1/2028 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 - 2027 | 1,313 | Earned units will cliff vest on 9/1/2027 | | Treasure Heinle | 2026 - 2028 | 35,972 | Earned units will cliff vest on 9/1/2028 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 - 2027 | 8,267 | Earned units will cliff vest on 9/1/2027 | | | 2025 - 2027 | 329 | Earned units will cliff vest on 9/1/2027 | | Robert Leinwand | 2026 - 2028 | 35,972 | Earned units will cliff vest on 9/1/2028 | | | 2026 | 31,216 | Equity retention award will cliff vest on 12/10/2027 | | | 2025 - 2027 | 7,830 | Earned units will cliff vest on 9/1/2027 | | | 2025 - 2027 | 766 | Earned units will cliff vest on 9/1/2027 |

  81. OUTSTANDING EQUITY AWARDS AT MAY 31, 2026

    (4)33% of these options will vest on August 1, 2026, 33% will vest on August 1, 2027, and 33% will vest on August 1, 2028. (5)25% of these options will vest on September 1, 2026, 25% will vest on September 1, 2027, 25% will vest on September 1, 2028, and 25% will vest on September 1, 2029. (6)100% of these options will vest on August 1, 2026. (7)50% of these options will vest on August 1, 2026 and 50% will vest on August 1, 2027. (8)33% of these options will vest on September 1, 2026, 33% will vest on September 1, 2027, and 33% will vest on September 1, 2028. (9)100% of these options will vest on September 1, 2026. (10)50% of these options will vest on September 1, 2026 and 50% will vest on September 1, 2027.

  82. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2026

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2026 The following table sets forth information concerning stock option exercises and vesting of RSUs during fiscal 2026 for each of the NEOs on an aggregated basis.

  83. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2026

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Elliott Hill | — | — | 19,141 | 1,362,318 | | Matthew Friend | — | — | 11,783 | 890,125 | | Venkatesh Alagirisamy | — | — | 5,591 | 424,629 | | Treasure Heinle | — | — | 5,233 | 369,587 | | Robert Leinwand | — | — | 18,763 | 1,239,940 |

  84. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2026

    NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2026

  85. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2026

    | NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN FISCAL 2026(1) | AGGREGATE EARNINGS IN FISCAL 2026 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN FISCAL 2026 | AGGREGATE BALANCE AT MAY 31, 2026(1) | | Elliott Hill | DCP | $750,000 | $1,207,656 | $(942,015) | $10,478,901 | | Matthew Friend | DCP | — | $203,040 | — | $940,748 | | Venkatesh Alagirisamy | DCP | — | $280,387 | — | $2,036,674 | | Treasure Heinle | DCP | $98,462 | $115,125 | — | $695,749 | | Robert Leinwand | DCP | $546,250 | $1,063,069 | — | $5,784,804 |

  86. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2026

    (1)All amounts reported in the Executive Contributions column are also included in amounts reported in the Summary Compensation Table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Hill, $1,514,819 (Mr. Hill was a NEO in FY 2019-2020 and has been a NEO since FY 2025); Mr. Friend, $9,503 (Mr. Friend has been a NEO since FY 2020); Mr. Alagirisamy, $0 (Mr. Alagirisamy has not previously been a NEO); Ms. Heinle, $98,462 (Ms. Heinle has not previously been a NEO); Mr. Leinwand, $1,074,677 (Mr. Leinwand has been a NEO since FY 2025).

  87. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    NON-QUALIFIED DEFERRED COMPENSATION PLANS The NEOs are eligible to participate in our DCP. Participants in the DCP may elect in advance to defer up to 75 percent of their annual base salary, and up to 100 percent of their bonus. We may make annual profit sharing contributions to defined contribution retirement plans. The contributions are allocated among eligible employees based on a percentage of their total salary and bonus for the year. To the fullest extent permitted under Internal Revenue Code limitations, these contributions are made to employees' accounts under our qualified 401(k) Plan. Contributions based on salary and bonus in excess of the tax law limit ($350,000 for fiscal 2026) are made as NIKE contributions under the DCP. Amounts deferred under the DCP are credited to a participant's account under the DCP. Each participant may allocate his or her account among any combination of the investment options available under the DCP. Participants' accounts are adjusted to reflect the investment performance of the investment options selected by the participants. Participants can change the allocation of their account balances daily. The investment options available under the DCP consist of 22 mutual funds with a variety of investment objectives. The investment options had annual returns in fiscal 2026 ranging from 2.24% to 65.16%. Amounts credited to participants' accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to participants' investment choices. The table below lists the available investment options under the Deferred Compensation Plan and their annual return as of May 31, 2026.

  88. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    | NAME OF FUND | ANNUAL RATE OF RETURN AS OF MAY 31, 2026 | | Fidelity Advisor® Focused Emerging Markets | 65.16% | | MFS International Intrinsic Equity | 21.88% | | Nomura Small Cap Value | 29.09% | | PIMCO Real Return | 5.46% | | Vanguard 500 Index | 29.73% | | Vanguard Equity-Income | 23.83% | | Vanguard Explorer | 30.78% | | Vanguard Federal Money Market | 3.94% | | Vanguard High-Yield Corporate | 7.08% | | Vanguard International Growth | 13.19% | | Vanguard LifeStrategy 20/80 | 9.39% | | Vanguard LifeStrategy 40/60 | 14.57% | | Vanguard LifeStrategy 60/40 | 19.96% | | Vanguard LifeStrategy 80/20 | 25.50% | | Vanguard Mid-Cap Index | 18.59% | | Vanguard PRIMECAP | 59.77% | | Vanguard Real Estate Index | 11.30% | | Vanguard Short-Term Investment-Grade | 4.78% |

  89. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    | NAME OF FUND | ANNUAL RATE OF RETURN AS OF MAY 31, 2026 | | Vanguard Total Bond Market Index | 5.10% | | Vanguard Total International Bond Index | 2.24% | | Vanguard Total International Stock Index | 32.57% | | Vanguard Wellington | 21.42% |

  90. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    The portion of a participant's account attributable to elective deferrals, including investment returns, is fully vested at all times. The portion of a participant's account attributable to NIKE contributions, including investment returns, is fully vested after the participant has been employed by us for five years. All of the NEOs are fully vested in their NIKE contributions. Each time they elect to defer compensation, participants make an election regarding distribution of the compensation deferred under the election (as adjusted to reflect investment performance). A participant may elect for distribution to be made in a lump sum at the beginning of a predetermined year while the participant is still employed or in service (but no sooner than the fourth year after the year in which the distribution election is submitted). Alternatively, a participant may elect for distribution to be made in a lump sum or in quarterly installments over five, ten or fifteen years after termination of employment or service. Participants have limited rights to change their distribution elections. Participants may make a hardship withdrawal under certain circumstances. Subject to certain limitations, a participant may also at any time request to withdraw amounts from his or her account balance that were vested as of December 31, 2004 (and any subsequent investment returns on such amount). If such request is approved, the participant may withdraw 90% of the amount requested, and the remaining 10% will be permanently forfeited.

  91. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company does not maintain individual severance or change in control agreements with our NEOs, and, except as otherwise described above with respect to Mr. Hill in the section titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Other Employment Arrangements", we do not have employment contracts with any of our current NEOs, all of whom are employed at-will. However, our NEOs, including our current NEOs, are entitled to payments and benefits in connection with certain termination events pursuant to the standard terms and conditions of our equity award agreements under the SIP, as described below under the section titled "Equity Award Agreements". In addition, we have non-competition agreements with each of our NEOs, pursuant to which our NEOs may be entitled to receive monthly payments during the applicable post-termination noncompetition period, as described below under the section titled "Non-competition Agreements". These payments and benefits for our current NEOs are described further below and, as applicable, quantified in the table, under the section titled “Summary of Potential Payments”, which assumes the relevant triggering event had occurred as of the last business day of our fiscal year, May 29, 2026, consistent with the SEC's compensation disclosure rules. A glossary of certain defined terms applicable to these agreements is included at the end of this section. On June 16, 2026, the Company adopted the NIKE, Inc. Executive Severance Pay Plan, effective as of the same date, in which each of our NEOs is eligible to participate. For more information refer to the Current Report on Form 8-K filed with the SEC on June 23, 2026.

  92. SUMMARY OF POTENTIAL PAYMENTS

    SUMMARY OF POTENTIAL PAYMENTS The following table shows the estimated benefits that would have been received by the NEOs in respect of their outstanding equity awards (including, as applicable, any equity retention awards) and under their non-competition agreements upon certain types of termination of employment if the triggering event had occurred on May 29, 2026, when the closing price of our Class B Stock was $46.23 per share, assuming PSUs are earned at 100% of target.

  93. SUMMARY OF POTENTIAL PAYMENTS

    | NAME | TYPE OF PAYMENT | QUALIFYING CIC TERMINATION(1) | DEATH OR DISABILITY | INVOLUNTARY TERMINATION WITHOUT CAUSE(2) | VOLUNTARY RESIGNATION(3) | | Elliott Hill | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(7) | $24,437,871 | $24,437,871 | $6,645,979 | $4,391,064 | | | Noncompete Payments(6) | $— | $— | $6,750,000 | $3,375,000 | | | Total: | $24,437,871 | $24,437,871 | $13,395,979 | $7,766,064 | | Matthew Friend | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(7)(8) | $13,499,576 | $13,499,576 | $5,569,213 | $— | | | Noncompete Payments(6) | $— | $— | $1,250,000 | $625,000 | | | Total: | $13,499,576 | $13,499,576 | $6,819,213 | $625,000 | | Venkatesh Alagirisamy | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(7) | $7,626,055 | $7,626,055 | $2,852,807 | $— | | | Noncompete Payments(6) | $— | $— | $1,025,000 | $512,500 | | | Total: | $7,626,055 | $7,626,055 | $3,877,807 | $512,500 | | Treasure Heinle | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(7) | $7,473,680 | $7,473,680 | $2,120,663 | $1,373,355 | | | Noncompete Payments(6) | $— | $— | $1,000,000 | $500,000 | | | Total: | $7,473,680 | $7,473,680 | $3,120,663 | $1,873,355 | | Robert Leinwand | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(7) | $7,555,924 | $7,555,924 | $2,257,503 | $1,427,906 | | | Noncompete Payments(6) | $— | $— | $1,025,000 | $512,500 | | | Total: | $7,555,924 | $7,555,924 | $3,282,503 | $1,940,406 |

  94. SUMMARY OF POTENTIAL PAYMENTS

    (1)Assumes a termination of employment by NIKE without "cause" or by the NEO for "good reason" (in each case, as defined in the SIP or applicable award agreement) on or prior to the second anniversary of a change in control. (2)Assumes an involuntary termination of employment without cause (that, for purposes of the Current Options, is not the result of "performance failures" or "prohibited acts") and due to a "divestiture" or "reduction in force" (as defined in the Pre-Fiscal 2025 Options and Pre-Fiscal 2025 Stock Awards). Upon an involuntary termination of employment without cause that is not a "divestiture" or "reduction in force", the NEOs would be entitled to the following amounts in aggregate: Mr. Hill, $6,645,979; Mr. Friend, $3,686,450; Mr. Alagirisamy, $1,214,370; Ms. Heinle, $1,974,714; and Mr. Leinwand, $2,029,266. As of May 29, 2026, Mr. Hill is eligible for retirement vesting under his equity awards; Ms. Heinle is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under her equity awards; Mr. Leinwand is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; and Mr. Friend and Mr. Alagirisamy are not eligible for retirement vesting under any of their equity awards because neither Mr. Friend nor Mr. Alagirisamy has reached age 55. (3)Includes, for NEOs who are retirement eligible, as applicable, the value of the unvested stock options held by each NEO as of May 29, 2026 that would have continued to vest if the NEO had retired on that date. As of May 29, 2026, Mr. Hill is eligible for retirement vesting under his equity awards; Ms. Heinle is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under her equity awards; Mr. Leinwand is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; and Mr. Friend and Mr. Alagirisamy are not eligible for retirement vesting under any of their equity awards because neither Mr. Friend nor Mr. Alagirisamy has reached age 55. (4)Information regarding outstanding unvested stock options held by each NEO is set forth in the Outstanding Equity Awards table above. No amounts are shown in the table above because the applicable unvested stock options have no intrinsic value at the per share closing price of our Class B Stock on May 29, 2026. (5)Information regarding unvested RSUs and PSUs held by each NEO is set forth in the Outstanding Equity Awards table above. (6)Represents the estimated aggregate potential benefits that each NEO would have been entitled to receive under his or her respective non-competition agreement had such NEO been terminated by us without "cause" or voluntarily resigned, in each case, on May 29, 2026, assuming the applicable covenants are not waived by us. No amounts are shown in the Qualifying CIC Termination column because the non-competition agreements do not provide for enhanced benefits in the event of a qualifying termination following a change in control; rather, in such event, the aggregate potential benefits that each NEO would be entitled to receive will be as shown under either the Involuntary Termination without Cause column or the Voluntary Resignation column, as applicable. The restriction period under the non-competition agreement with Mr. Hill is 18 months; the restriction period under the non-competition agreements with Mr. Friend, Mr. Alagirisamy, Ms. Heinle, and Mr. Leinwand is 12 months. The monthly payment amount that would become due to each of the NEOs for the duration of the applicable restriction period, assuming the applicable covenants are not waived by us or breached by the NEO, is as follows: assuming a termination by us without "cause": Mr. Hill, $375,000; Mr. Friend, $104,167; Mr. Alagirisamy, $85,417; Ms. Heinle, $83,333; and Mr. Leinwand, $85,417; and assuming a voluntary termination of employment: Mr. Hill, $187,500; Mr. Friend, $52,083; Mr. Alagirisamy, $42,708; Ms. Heinle, $41,667; and Mr. Leinwand, $42,708. (7)Includes the accelerated vesting of certain one-time equity retention awards, as discussed under the section above titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Long-Term Incentive—Equity Retention Awards". These awards do not provide for retirement treatment. (8)Includes the equity retention award granted to Mr. Friend in 2024, as described in greater detail in last year's proxy statement. The only current NEO to have received an equity retention award in 2024 is Mr. Friend. The award immediately vests upon death or disability, with the component of such award subject to a performance measure vesting at 100% of target. In addition, if Mr. Friend's employment or service is involuntarily terminated other than due to death, total disability, or "cause" (which term has substantially the same meaning as under the Current Stock Awards), then subject to a general waiver and release of claims: (a) for the component of the award that is not subject to a performance measure (50%), a prorated portion will vest based on the number of months elapsed in the vesting period prior to the termination of employment, and (b) for the component of the award that is subject to a performance measure (50%), a prorated portion based on the number of months elapsed in the vesting period prior to the termination of employment will vest if the applicable performance measure is achieved on or prior to the termination of employment.

  95. SUMMARY OF POTENTIAL PAYMENTS

    | Key Defined Terms – Potential Payments Upon Termination or Change-In-Control | | | | TERM | PLAN / AGREEMENT | MEANING | | Annual NIKE Income | Non-competition agreements (Mr. Hill only) | The sum of current annual salary plus target PSP award. | | Cause | SIP | For purposes of the stock option, RSU, and PSU awards, in connection with a "change in control", "cause" has the meaning ascribed to it under the SIP and generally includes: •willful and continued failure to substantially perform assigned duties; and •willful engagement in illegal conduct materially injurious to us. | | Cause | Current Stock Awards | For purposes of the termination treatment applicable to our Current Stock Awards (other than in connection with a change in control), "cause" generally includes: •failure to substantially perform assigned duties; •commission of any act involving insubordination, fraud, illegality, dishonesty, gross misconduct in the performance of employment duties, or moral turpitude; •breach of any material Company policy or code of conduct; or •involvement in activities that violate Company policy and could be detrimental to or reflect unfavorably upon the Company. | | Change in Control | SIP | For purposes of the stock option, RSU, and PSU awards, "change in control" has the meaning ascribed to it under the SIP and is generally defined to include: •the acquisition by any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of more than 50% of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person or group of 30% or more of our total outstanding Common Stock; •the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the incumbent directors; •a sale of all or substantially all of our assets; and •an acquisition of NIKE through a merger, consolidation, or share exchange, as a result of which the holders of our outstanding Common Stock no longer hold at least 50% of the combined voting power of the surviving corporation (or a parent of the surviving corporation). | | Divestiture | Pre-Fiscal 2025 Options; Pre-Fiscal 2025 Stock Awards | Generally means the sale, closing, or other disposition of a subsidiary, division, business unit, or other organizational unit. | | Early retirement | Pre-Fiscal 2025 Options | Generally means achieving age 55 with at least 5 years of service. | | Good Reason | SIP | For purposes of the stock option, RSU, and PSU awards, in connection with a "change in control", "good reason" generally includes: •a material diminution in position or duties; •a salary reduction or material reduction in other benefits; and •a home office relocation of over 50 miles. |

  96. SUMMARY OF POTENTIAL PAYMENTS

    | Involuntary termination | Current Options | Generally defined to include any involuntary termination of employment or service by the Company, other than due to "performance failures" or "prohibited acts", death, or total disability. | | Involuntary termination | Current Stock Awards | Generally defined to include any involuntary termination of employment or service by the Company, other than due to death, total disability, or "cause". | | Normal retirement | Pre-Fiscal 2025 Options | Generally means achieving age 60 with at least 5 years of service. | | Performance Failure | Current Options | Generally defined to include failure to substantially perform assigned duties. | | Prohibited Act | Current Options | Generally defined to include: •commission of any act involving insubordination, fraud, illegality, dishonesty, gross misconduct in the performance of employment duties, or moral turpitude; •breach of any material Company policy or code of conduct; or •involvement in activities that violate Company policy and could be detrimental to or reflect unfavorably upon the Company. | | Reduction in force | Pre-Fiscal 2025 Options; Pre-Fiscal 2025 Stock Awards | Generally means a decrease in the number of positions at the Company due to reasons of economy or reorganization for efficiency or redesign (in each case, as designated by the Compensation Committee). | | Retirement | Current Stock Awards | Generally means a participant's "involuntary termination" or voluntary resignation, in each case when (i) the participant's age is at least 55 years and (ii) the participant has at least 5 full years of service with the Company. | | Retirement eligible | Current Options | Generally means (i) the participant's age is at least 55 years and (ii) the participant has at least 5 full years of service with the Company. |

  97. CEO PAY RATIO

    CEO PAY RATIO NIKE's pay and benefits are designed to be competitive and equitable, meet the needs of our global teammates, and reinforce our values. We pay for performance and impact by linking incentive pay to Company performance and seek to invest in positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive compensation program is highly incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to "pay for performance" in order to drive business results and maximize shareholder value. For fiscal 2026, our last completed fiscal year: •The employee identified at the median of all NIKE employees (other than our CEO) was a retail employee in the United Kingdom; •The annual total compensation of the median employee was $48,695; •The annual total compensation of our CEO, Mr. Hill, was $36,340,876; and •Based on this information, the estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 746 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  98. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the fiscal years shown. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the section above titled "Compensation Discussion and Analysis".

  99. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth compensation information of our CEO and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.

  100. PAY VERSUS PERFORMANCE TABLE

    | YEAR | SUMMARY COMPENSATION TABLE FOR MR.HILL(1)(2) | COMPENSATION ACTUALLY PAID TO MR. HILL(1)(3)(4) | SUMMARY COMPENSATION TABLE TOTAL FOR MR. DONAHOE(1)(5) | COMPENSATION ACTUALLY PAID TO MR. DONAHOE(1)(4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(6) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(4)(7) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON | | NET INCOME(9) (IN MILLIONS) | ADJUSTED REVENUE(10) (IN MILLIONS) | | | | | | | | | TOTAL SHAREHOLDER RETURN(8) | PEER GROUP TOTAL SHAREHOLDER RETURN(8) | | | | 2026 | $36,340,876 | $19,275,855 | — | — | $12,666,391 | $6,614,656 | $36.47 | $48.36 | $3,108 | $45,809 | | 2025 | $26,018,068 | $17,010,238 | $28,442,712 | $(10,924,243) | $12,135,422 | $2,798,172 | $65.09 | $81.16 | $3,219 | $46,350 | | 2024 | — | — | $29,184,701 | $13,158,408 | $9,804,553 | $5,812,537 | $100.23 | $124.83 | $5,700 | $51,656 | | 2023 | — | — | $32,789,885 | $29,391,856 | $10,117,055 | $7,259,680 | $109.51 | $116.84 | $5,070 | $52,593 | | 2022 | — | — | $28,838,060 | $19,617,425 | $9,185,111 | $7,482,733 | $122.26 | $120.40 | $6,046 | $47,406 |

  101. PAY VERSUS PERFORMANCE TABLE

    (1) The following NEOs are included in the table above:

  102. PAY VERSUS PERFORMANCE TABLE

    | YEAR | CEO | Non-CEO NEOs | | 2026 | Elliott Hill | Matthew Friend, Venkatesh Alagirisamy, Treasure Heinle, and Robert Leinwand | | 2025 | Elliott Hill, John Donahoe II | Matthew Friend, Robert Leinwand, Ann Miller, Craig Williams, Monique Matheson, and Heidi O'Neill | | 2024 | John Donahoe II | Matthew Friend, Heidi O'Neill, Mark Parker, and Craig Williams | | 2023 | John Donahoe II | Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker | | 2022 | John Donahoe II | Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker |

  103. PAY VERSUS PERFORMANCE TABLE

    (2) Represents the amount of total compensation reported for our CEO, Mr. Hill, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented. (3) The dollar amounts reported in the "Compensation Actually Paid to Mr. Hill" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Mr. Hill. These amounts reflect the amount set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:

  104. PAY VERSUS PERFORMANCE TABLE

    | | 2026 | | Summary Compensation Table ("SCT") total for Mr. Hill | $36,340,876 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $28,137,798 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $3,967,113 | | Total deductions from SCT | $32,104,911 | | Year end fair value of equity awards | $19,045,414 | | Change in fair value of outstanding and unvested equity awards | $(5,181,085) | | Change in fair value of equity awards granted in prior years that vested in the year | $650,907 | | Value of dividends on stock awards | $524,654 | | Total adjustments | $15,039,890 | | Compensation actually paid | $19,275,855 |

  105. PAY VERSUS PERFORMANCE TABLE

    (4) Equity awards included in these amounts are calculated using the following equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date. (5) Represents the amount of total compensation reported for our Former CEO, Mr. Donahoe, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented. (6) Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented. (7) The dollar amounts reported in the "Average Compensation Actually Paid to Non-CEO NEOs" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:

  106. PAY VERSUS PERFORMANCE TABLE

    | | 2026 | | Average Summary Compensation Table total for non-CEO NEOs | $12,666,391 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $9,001,175 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $1,606,927 | | Total deductions from SCT | $10,608,102 | | Year end fair value of equity awards | $6,161,484 | | Change in fair value of outstanding and unvested equity awards | $(2,125,365) | | Change in fair value of equity awards granted in prior years that vested in the year | $354,810 | | Value of dividends on stock awards | $165,438 | | Total adjustments | $4,556,367 | | Average compensation actually paid | $6,614,656 |

  107. PAY VERSUS PERFORMANCE TABLE

    (8) Peer group total shareholder return ("TSR") uses the Dow Jones U.S. Footwear Index, which the Company also uses in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company's Annual Report on Form 10-K for fiscal 2026. These comparisons assume $100 (including reinvested dividends) was invested for the period starting May 31, 2021 through the end of the listed fiscal year in (a) the Company and (b) the Dow Jones U.S. Footwear Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (9) Reflects net income calculated in accordance with GAAP in the Company's Consolidated Statements of Income included in the Company's Annual Reports on Form 10-K for the applicable fiscal year. (10) Represents the most important financial performance measure used to link Company performance to compensation actually paid ("CAP") to our CEO and non-CEO NEOs in fiscal 2026, as required pursuant to Item 402(v) of Regulation S-K. Adjusted Revenue is a non-GAAP financial measure calculated based on GAAP revenue excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items. We may determine a different financial performance measure to be the most important financial performance measure in future years.