[8-K] Nike, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 filing for JPMorgan Chase & Co. (JPM) reports that Douglas B. Petno, Co-CEO of the Corporate & Investment Bank, gifted 1,682 shares of common stock on 07/25/2025 (Transaction Code G). The shares were transferred at no consideration ($0.00 price). Following the transaction, Petno directly owns 351,973 JPM shares. He also retains indirect beneficial ownership of 52,427 shares via family trusts and 25,530 shares via GRATs. No derivative securities were reported.

The filing reflects a routine charitable or family gift representing <0.01 % of JPM’s ~2.9 bn diluted shares outstanding; therefore, it is not expected to influence JPM’s capital structure, earnings, or market valuation. No purchase, sale for value, or option exercise occurred, and there is no indication of insider sentiment change. The filing is made by a single reporting person and bears a power-of-attorney signature dated 07/28/2025.

Insights

Financial Analyst

TL;DR: Small non-monetary gift (<2k shares) by JPM executive; neutral impact.

The 1,682-share gift by CIB Co-CEO Doug Petno is immaterial relative to JPM’s float and his remaining 430k-plus aggregate holdings. Code G indicates a bona-fide gift, not a sale, so it does not signal negative insider sentiment. With no derivatives, no cash proceeds, and no change in voting control, governance or liquidity effects are negligible. I classify this event as not impactful for investors.

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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

July 28, 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 8.01. Other Events

NIKE, Inc. (the “Company”) is voluntarily filing this Current Report on Form 8-K to correct an error relating to the amount of the Company’s product purchase obligations as of May 31, 2025 as disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2025 (the “Annual Report”) under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.” As disclosed in the Annual Report, product purchase obligations represent Company agreements (including open purchase orders) to purchase products in the ordinary course of business. The amount was overstated in the Annual Report. As corrected, as of May 31, 2025, the Company had product purchase obligations of approximately $5 billion, all of which are payable within the next 12 months.

This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.

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:			July 28, 2025			By:			/s/ Matthew Friend
									Matthew Friend
									Executive Vice President and Chief Financial Officer

FAQ

How many JPM shares did Douglas B. Petno gift?

He gifted 1,682 shares of JPM common stock.

What is Douglas B. Petno’s total direct JPM shareholding after the transaction?

His direct ownership stands at 351,973 shares.

Were any JPM derivative securities involved in this Form 4 filing?

No; the filing lists no options or other derivatives.

Does the transaction involve a sale or purchase for cash?

No; Transaction Code G indicates a bona-fide gift at a price of $0.00.

What are Douglas B. Petno’s indirect JPM holdings?

He holds 52,427 shares via family trusts and 25,530 shares via GRATs.