NKE 8-K: Smart Summary

On June 23, 2026, NIKE, Inc. filed an 8-K disclosing: (1) a CFO transition announcement naming David M. Denton as incoming EVP and CFO effective August 17, with Matthew Friend stepping down and remaining through September 4; (2) a transition/separation letter agreement with Matthew Friend including a $2,000,000 one-time Transition Benefit; (3) the NIKE, Inc. Executive Severance Pay Plan effective June 17, 2026; and (4) a preliminary update indicating Q4 fiscal 2026 results will include a one-time tariff refund benefit not contemplated in prior guidance, with underlying results expected to be generally in line with previously provided guidance.

• Q4 fiscal 2026 results will include a benefit from tariff refunds that was not contemplated in the company's previously provided guidance
• Excluding this one-time tariff refund benefit, fourth quarter results are expected to be generally in line with previously provided guidance
• No specific revenue, operating income, net income, EPS, margin, or cash flow from operations figures were provided in the press release; full results to be reported June 30, 2026

• No segment-level revenue or growth rate data was provided in the press release; full Q4 and fiscal year 2026 results to be reported on June 30, 2026 at 2:00 p.m. PT

• No dividend, buyback, share repurchase, debt, or cash position data was disclosed in the press release

• Elliott Hill, President & CEO: "Dave is a proven public-company CFO who knows how to help great consumer brands operate with discipline and invest to win. We're focused on doing what Nike does best: serving athletes, leading with sport and building the most innovative products in the world. Dave's experience, judgment, and operating rigor will help us execute against these priorities with consistency and build on the progress underway."
• David M. Denton, incoming CFO: "Nike is one of the world's great brands, with extraordinary strengths in sport, innovation, and global scale. I'm excited to partner with Elliott and the leadership team to support the company's priorities, invest with discipline, and help deliver sustainable long-term value as Nike continues to lead with sport and serve athletes around the world."

• Fourth quarter fiscal 2026 results, excluding the one-time tariff refund benefit, are expected to be generally in line with previously provided guidance
• Full Q4 and fiscal year 2026 results to be reported Tuesday, June 30, 2026 at 2:00 p.m. PT
• No specific numerical forward guidance for next quarter or full year was provided in this filing

• Executive Vice President and Chief Financial Officer David Denton — appointed as EVP and CFO effective August 16, 2026; age 60; most recently served as Chief Financial Officer, Executive Vice President of Pfizer Inc. since May 2022; prior to Pfizer served as Executive Vice President, Chief Financial Officer of Lowe's Companies, Inc. from November 2018 until April 2022; holds a Bachelor of Science in Business Administration from Kansas State University and an MBA from Wake Forest University; no arrangements or understandings with any person pursuant to which he was selected; no family relationships with any director or executive officer of the Company; not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K

• David Denton — Offer Letter dated June 16, 2026: annual base salary of $1,450,000; target annual bonus of 120% of base salary (prorated for fiscal year ending May 31, 2027 based on the Company's standard methodology); annual target long-term incentive award of $11,500,000 (2027 fiscal year grant comprising 50% PSUs, 25% stock options, and 25% RSUs, consistent with terms of 2027 fiscal year grants to other executive officers); one-time New Hire Cash Award of $7,250,000 payable on the first payroll date following the Effective Date; one-time Performance Cash Award with a target value of $4,000,000 cliff vesting on December 10, 2027 subject to continuous service, with actual payout ranging from 100% to 200% of target based on Adjusted Operating Margin Growth targets (growth rate of fiscal 2027 EBIT Margin measured in basis points above fiscal 2026 EBIT Margin); if employment is involuntarily terminated other than due to death, total disability, or cause, Mr. Denton remains eligible to earn a prorated portion of the Performance Cash Award based on actual performance, subject to execution of an effective release of claims within 60 days of termination; if within two years following the Effective Date Mr. Denton voluntarily resigns or is unable to continue working due to a non-compete prohibition, he must repay the full amount of the New Hire Cash Award and Performance Cash Award (to the extent then paid); eligible to participate in the Company's Relocation Policy and the Executive Severance Plan upon a qualifying termination; Covenant Not to Compete (Denton RCA) extends for twelve months following termination: if terminated without cause, the Company will make monthly payments equal to one-twelfth of current annual base salary during the twelve-month noncompetition period (with Executive Severance Plan benefits reduced by such amount); if Mr. Denton voluntarily resigns, the Company will make monthly payments equal to one-twenty fourth of current annual base salary during the twelve-month noncompetition period; the Company may unilaterally waive the covenant, in which case the corresponding payments are not required
• Matthew Friend — Letter Agreement dated June 17, 2026: annual base salary of $1,250,000 and annual bonus target under the PSP of $1,500,000 remain unchanged through the Separation Date of September 4, 2026; equity awards outstanding on the Separation Date treated under standard terms of applicable award agreements; separation treated as a qualifying termination under the Executive Severance Plan (subject to Release Requirement), entitling him to Severance Benefits (1.5x Pay paid in 12 equal monthly installments) reduced by amounts payable under the Noncompetition Agreement; Noncompetition Agreement (effective on or around February 13, 2020) remains in full force with the Restriction Period commencing on the Separation Date, making Mr. Friend eligible to receive up to 12 months of base salary payable under the Noncompetition Agreement; subject to continuous employment through the Separation Date and satisfaction of the Release Requirement, entitled to a lump sum transition benefit of $2,000,000; if the Company terminates Mr. Friend without cause prior to September 4, 2026 and the Release Requirement is satisfied, the termination date is deemed the Separation Date and he remains eligible for all benefits described, except that if the Separation Date is prior to August 1, 2026, the Transition Benefit is forfeited
• Executive Severance Pay Plan (all eligible participants) — Board approved and adopted the NIKE, Inc. Executive Severance Pay Plan effective June 16, 2026; covers U.S. employees designated as Compensation Grade 70 or above (including named executive officers); upon a Qualifying Termination (involuntary termination other than for death, permanent and total disability, or cause), subject to an effective release of claims, Severance Benefits include: (i) cash severance of 2.0x Pay for the CEO paid in 18 equal monthly installments, or 1.5x Pay for all other participants paid in 12 equal monthly installments; (ii) continued PSP annual incentive eligibility if termination occurs on or after May 1 of a given fiscal year, based on actual performance (individual performance component not measurable may be deemed at 100% achievement); (iii) COBRA subsidy at no cost to participant for up to six months from the date active welfare plan coverage would otherwise terminate, or until the participant becomes entitled to other group health plan coverage, whichever is earlier; (iv) outplacement services for up to twelve months or until the participant accepts full-time employment; Severance Benefits are reduced by amounts payable under any restrictive covenant agreement, general severance policy, or other termination agreement (excluding payments under the NIKE, Inc. Stock Incentive Plan); Plan Administrator may require repayment of Severance Benefits if participant is rehired within twelve months of termination or violates obligations under an employment agreement, restrictive covenant, or similar agreement, or could have been terminated for cause

• Executive Vice President and Chief Financial Officer Matthew Friend — ceasing to serve as EVP and CFO as of August 16, 2026 (the 'Effective Date'); transitioning to a non-executive advisor to the Chief Executive Officer role through the Separation Date of September 4, 2026; departure was not the result of any disagreement with Company management or the board relating to operations, policies, or practices

• NIKE, Inc. issued a press release on June 23, 2026 providing preliminary information regarding expected financial results for the fiscal quarter ended May 31, 2026
• The press release is furnished as Exhibit 99.1
• Q4 fiscal 2026 results will include a benefit from tariff refunds not contemplated in previously provided guidance; excluding this benefit, results are expected to be generally in line with prior guidance
• Full results to be reported June 30, 2026

• Matthew Friend will step down as Executive Vice President and Chief Financial Officer effective August 16, 2026 (or such other agreed date), transitioning to a non-executive advisor role through September 4, 2026 (the 'Separation Date')
• David M. Denton named incoming Executive Vice President and Chief Financial Officer, effective August 17, 2026
• Denton joins from Pfizer, Inc., where he served as CFO and EVP since May 2022; previously CFO and EVP of Lowe's Companies, Inc. (2018–2022) and CVS Health Corporation
• Denton brings more than 30 years of finance and operating leadership experience across complex global public companies
• Friend's separation will be treated as a Qualifying Termination under the NIKE, Inc. Executive Severance Pay Plan; he is eligible for a one-time Transition Benefit of $2,000,000 subject to continuous employment through the Separation Date and satisfaction of the Release Requirement
• Friend will participate in the company's fourth quarter fiscal 2026 earnings call on June 30, as planned
• The NIKE, Inc. Executive Severance Pay Plan was established effective June 17, 2026, providing severance benefits to eligible U.S. employees at Compensation Grade 70 or above upon a Qualifying Termination; severance payment equals 1.5x Pay for most eligible employees and 2.0x Pay for the CEO

• David M. Denton named incoming Executive Vice President and Chief Financial Officer, effective August 17 (the day after Friend's last day as CFO, August 16, 2026).
• Matthew Friend will step down as Executive Vice President and Chief Financial Officer on August 16, 2026, transition to a non-executive advisor role through September 4, 2026 (the 'Separation Date'), and participate in the company's fourth quarter fiscal 2026 earnings call on June 30.
• Friend will receive a one-time lump sum Transition Benefit of $2,000,000, payable on the first standard payroll following the Release Effective Date, contingent on continuous employment through the Separation Date and timely signing of the Release of Claims; if the Separation Date is prior to August 1, 2026, the Transition Benefit is forfeited.
• Friend's separation will be treated as a Qualifying Termination under the NIKE, Inc. Executive Severance Pay Plan, entitling him to Severance Benefits (1.5x Pay for non-CEO eligible employees, paid in 12 equal monthly installments) subject to Release Requirement, with any Non-Compete Payments under the existing Noncompetition Agreement (dated on or around February 13, 2020) reducing Severance Benefits to avoid duplication.
• The NIKE, Inc. Executive Severance Pay Plan was established effective June 17, 2026; it covers U.S. employees at Compensation Grade 70 or above and provides: (a) severance payment of 2.0x Pay for the CEO (18 monthly installments) or 1.5x Pay for other eligible employees (12 monthly installments); (b) PSP bonus eligibility if termination occurs on or after May 1 of a fiscal year; (c) COBRA subsidy for up to 6 months; and (d) outplacement services for up to 12 months.
• Denton joins Nike from Pfizer, Inc., where he served as Chief Financial Officer and Executive Vice President since May 2022; prior to Pfizer, he served as CFO and EVP of Lowe's Companies, Inc. from 2018 to 2022, and earlier spent two decades at CVS Health Corporation, including as EVP and CFO; he brings more than 30 years of finance and operating leadership experience.
• Denton previously served on the Boards of Directors of Haleon (2023–2024) and Tapestry (2014–2023) and is expected to serve on the Board of Honeywell Aerospace following its planned spin-off from Honeywell.
• NIKE will report fourth quarter and fiscal year 2026 results on Tuesday, June 30 at 2:00 p.m. PT; fourth quarter results are expected to include a benefit from tariff refunds not contemplated in previously provided guidance, and excluding this one-time benefit, results are expected to be generally in line with previously provided guidance.
• The transition letter agreement is governed by Oregon law; the Noncompetition Agreement (dated on or around February 13, 2020) and Employee Invention and Secrecy Agreement (effective on or around April 1, 2020) remain in full force and effect.
• Friend's equity award treatment upon separation will follow Section 2.a. of the NIKE, Inc. Restricted Stock Unit Agreement, Section 2.b. of the NIKE, Inc. Option Agreement, and Section 3.a. of the NIKE, Inc. Performance-Based Restricted Stock Unit Agreement, or such similar sections in any other award agreement under the NIKE, Inc. Stock Incentive Plan.