Nike 8-K

Summary

Q4 FY2026 preliminary results update and CFO transition. NIKE said Q4 results are expected to include a tariff-refund benefit not reflected in prior guidance; excluding that one-time benefit, results are expected to be generally in line with prior guidance. David Denton will succeed Matthew Friend as CFO; the 8-K body gives an effective date of 8/16/2026, while the press release says 8/17/2026. Friend will support the transition through 9/4/2026.

Key Figures

• Denton’s annual compensation: $1.45M base salary, target bonus of 120% of base salary, and $11.5M target long-term incentive award, split 50% performance-based restricted stock units, 25% stock options and 25% restricted stock units.
• Denton will receive a $7.25M one-time cash award and a performance-based cash award with a $4.0M target, payable at 100%–200% of target based on performance. Both awards are subject to repayment if he voluntarily resigns within two years or cannot work for NIKE because of a noncompete.
• Friend’s $1.25M annual base salary and $1.5M annual bonus target remain unchanged through separation. Subject to a release and continued employment through 9/4/2026, he is eligible for a $2.0M lump-sum transition benefit and severance under the company’s plan, reduced by applicable noncompete payments.

Guidance

• Q4 FY2026 outlook: excluding the one-time tariff-refund benefit, results expected to be generally in line with previously provided guidance; figures not restated.

Investor Takeaways

• NIKE plans to report Q4 and FY2026 results on 6/30/2026; the tariff-refund benefit’s size and reported results versus prior guidance are the next figures to watch.