NKE Files 8-K: Board Adds Director Nominee Ahead of 2025 Meeting

Rhea-AI Filing Summary

On June 24, 2025, NIKE, Inc. filed a Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that the Board intends to nominate Jørgen Vig Knudstorp for election as a director at the Company’s 2025 annual shareholders’ meeting. The information was furnished, not filed, meaning it is not subject to Section 18 liability or automatically incorporated into other SEC filings.

The 8-K includes two exhibits: (i) Exhibit 99.1 – the related press release dated June 24, 2025, and (ii) Exhibit 104 – the cover-page Inline XBRL data file. No financial results, strategic transactions, or changes to previously issued guidance were disclosed. Accordingly, the filing is limited to a governance update and does not alter NIKE’s financial outlook or existing risk profile.

Insights

Corporate Governance Expert

TL;DR: Director nomination only; financial outlook unchanged.

The 8-K strictly communicates a forthcoming board nomination. Because the disclosure is furnished under Item 7.01, it carries no immediate legal or financial ramifications beyond informing investors of board-composition plans. There are no accompanying policy shifts, capital-allocation decisions, or strategy updates. From a governance standpoint, adding an additional director could enhance board depth, but material impact cannot be assessed until shareholders vote. Overall, the event is informational and routine.

Portfolio Manager

TL;DR: Neutral event; unlikely to move NKE valuation.

The filing does not present earnings, guidance, or transaction data. A prospective director nomination seldom affects cash flows or valuation multiples in the near term. Because investors cannot evaluate the nominee’s influence until after election and committee assignments, the disclosure is not impactful for portfolio weighting decisions today. I therefore classify it as neutral with no trade signal.

0000320187false00003201872025-06-242025-06-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 24, 2025

Date of Report (date of earliest event reported)

NIKE, Inc.

(Exact name of registrant as specified in its charter)

Oregon			1-10635						93-0584541
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)

ONE BOWERMAN DRIVE

BEAVERTON, OR 97005-6453

(Address of principal executive offices and zip code)

(503) 671-6453

Registrant's telephone number, including area code

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class B Common Stock			NKE			New York Stock Exchange
(Title of each class)			(Trading Symbol)			(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 7.01. Regulation FD Disclosure

On June 24, 2025, NIKE, Inc. (the “Company”) issued a press release announcing its decision to nominate Jørgen Vig Knudstorp to stand for election as a director of the Company at the Company’s 2025 annual meeting of shareholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is being furnished pursuant to Item 7.01 of Form 8-K and the information included therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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

Exhibit No.						Exhibit
99.1						NIKE, Inc. Press Release dated June 24, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NIKE, Inc. (Registrant)
Date:			June 25, 2025			By:			/s/ Matthew Friend
									Matthew Friend
									Executive Vice President and Chief Financial Officer

FAQ

Why did NIKE (NKE) file a Form 8-K on June 24 2025?

To disclose that the Board plans to nominate Jørgen Vig Knudstorp for election as a director at the 2025 annual meeting.

Does the 8-K include any financial results or guidance for NIKE?

No. The filing is limited to a governance update; it contains no financial data or outlook revisions.

What exhibits accompany NIKE’s June 24 2025 8-K?

Exhibit 99.1 is the press release announcing the nomination; Exhibit 104 is the Inline XBRL cover-page data file.

Is the information in NIKE’s 8-K deemed "filed" with the SEC?

No. Under Item 7.01, the information is furnished, not filed, and is therefore not subject to Section 18 liability.

Will the nomination automatically add Jørgen Vig Knudstorp to NIKE’s Board?

No. Shareholders must first elect the nominee at the 2025 annual meeting.