What the changes say
- NIKE added risks around poor store performance, digital investment including AI capabilities, and intellectual-property infringement claims.
What changed since the prior 10-K
New
- NewBusiness and Operational Risks
or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs
Poor-performing stores could create lease termination, equipment and leasehold write-offs, and employee-related costs, alongside retail, digital, AI, fraud, and inventory risks.
- NewLegal, Regulatory, and Compliance Risks
Our actions to establish and protect our intellectual property rights may not be adequate to prevent imitation of our products by others. We also may be unable to prevent others from seeking to block sales of our products as violations of proprietary rights
Third-party intellectual-property claims could force NIKE to pay damages or licenses or stop developing, making, importing, or selling products.
Dropped
- DroppedBusiness and Operational Risks
could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products
- DroppedRisks Related to Operating a Global Business
to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products are manufactured
Reworded
- 96% rewrittenRisks Related to Operating a Global Business
Our products are subject to risks associated with overseas sourcing, manufacturing and financing
The risk now says suppliers source raw materials and face government-regulated wage rates and labor standards, in addition to worker availability.
- 89% rewrittenLegal, Regulatory, and Compliance Risks
Failure to adequately protect or enforce our intellectual property rights could adversely affect our business
The risk is narrowed to counterfeit products and enforcement; infringement claims, licensing costs, damages, and injunctions appear separately in 31.
- 79% rewrittenBusiness and Operational Risks
We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands
The wording now emphasizes reduced royalties and related product sales and omits the specific negative-publicity example involving licensees.
- 74% rewritten
Globally, expectations and regulations regarding corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition
The risk adds greenhouse-gas disclosure and diversity-program limits, noting conflicting jurisdictional requirements and higher compliance complexity and cost.
Was: Globally, the expectations of regulators and other key stakeholders on corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition
- 69% rewrittenBusiness and Operational Risks
Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties
No substantive change is apparent in the provided text; NIKE Direct investment, lease, store-design, and technology risks remain the same.
- 34% rewritten
Our products, services and experiences face intense competition
The risk drops explicit U.S. and worldwide references and adds competition for raw materials among NIKE, manufacturers, and other industries.
- 34% rewrittenBusiness and Operational Risks
We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business
The wording is streamlined, removing some detail about external and internal financial reporting while retaining supply-chain and retail technology interruptions.
- 32% rewrittenBusiness and Operational Risks
Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business
Endorsement competition is described as intensified by athletes’ personal brands, athlete-led commercial ventures, and a broader pool of competing brands.
- 31% rewrittenRisks Related to Operating a Global Business
Our success depends on our global distribution facilities
- 30% rewrittenBusiness and Operational Risks
If we are unable to anticipate consumer preferences and develop new products, we may not be able to maintain or increase our revenues and profits
- 30% rewrittenRisks Related to Our Securities, Investments and Liquidity
Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options
- 30% rewrittenBusiness and Operational Risks
Failure to accurately forecast consumer demand has in the past led and could in the future lead to excess inventories or inventory shortages, which has in the past resulted and could in the future result in decreased operating margins, reduced cash flows and harm to our business
- 29% rewrittenRisks Related to Our Securities, Investments and Liquidity
If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected
- 28% rewritten
Our financial condition and results of operations have been, and could in the future be, adversely affected by a pandemic, epidemic or other public health emergency
- 28% rewrittenRisks Related to Operating a Global Business
Our international operations involve inherent risks which could result in harm to our business
- 28% rewrittenBusiness and Operational Risks
The success of our business depends, in part, on high-quality employees, including key personnel as well as our ability to maintain our workplace culture and values
- 27% rewrittenBusiness and Operational Risks
The market for prime real estate is competitive
- 27% rewrittenLegal, Regulatory, and Compliance Risks
We are subject to data security and privacy risks that could negatively affect our results, operations or reputation
- 27% rewrittenRisks Related to Our Securities, Investments and Liquidity
We have in the past failed and may in the future fail to meet market expectations, which has caused and could in the future cause the price of our stock to decline
- 21% rewrittenLegal, Regulatory, and Compliance Risks
We could be subject to changes in tax rates, adoption of new tax laws or regulations, or changes in the interpretations thereof, additional tax liabilities or increased volatility in our effective tax rate
- 20% rewrittenBusiness and Operational Risks
We rely on a concentrated base of contract manufacturers to supply a significant portion of our footwear products
Was: We rely on a concentrated source base of contract manufacturers to supply a significant portion of our footwear products
All 42 risk factors
Headings as the filing states them, in filing order.
Other
- 01Special Note Regarding Forward-Looking Statements and Analyst Reports
- 02Global economic conditions have in the past had and could in the future have a material adverse effect on our business, operating results and financial condition
- 03Our products, services and experiences face intense competition34% rewritten
- 04Economic factors beyond our control, and changes in the global economic environment, including fluctuations in and uncertainty regarding inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and earnings
- 05We may be adversely affected by the financial health of our wholesale customers
- 06Climate change, extreme weather conditions and disasters may have an adverse impact on our business and results of operations
- 07Globally, expectations and regulations regarding corporate responsibility and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations could negatively impact our operating results and financial condition74% rewritten
- 08Our financial condition and results of operations have been, and could in the future be, adversely affected by a pandemic, epidemic or other public health emergency28% rewritten
Business and Operational Risks
- 09Failure to maintain our reputation, brand image and culture could negatively impact our business
- 10If we are unable to anticipate consumer preferences and develop new products, we may not be able to maintain or increase our revenues and profits30% rewritten
- 11We rely on technical innovation and high-quality products to compete
- 12Our business is affected by seasonality, which could result in fluctuations in our operating results
- 13Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business32% rewritten
- 14Failure to accurately forecast consumer demand has in the past led and could in the future lead to excess inventories or inventory shortages, which has in the past resulted and could in the future result in decreased operating margins, reduced cash flows and harm to our business30% rewritten
- 15Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties69% rewritten
- 16or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costsNew
- 17We may not realize a satisfactory return on our investment in our NIKE Direct operations and management's attention from our other business opportunities could be diverted, which could adversely affect our business, financial condition or results of operations
- 18We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business34% rewritten
- 19We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands79% rewritten
- 20Consolidation of retailers or concentration of retail market share among a few retailers has increased and may continue to increase and concentrate our credit risk and impair our ability to sell products
- 21If our counterparty financial institutions default on their obligations to us or fail, we may incur significant losses
- 22We rely on a concentrated base of contract manufacturers to supply a significant portion of our footwear products20% rewritten
- 23The success of our business depends, in part, on high-quality employees, including key personnel as well as our ability to maintain our workplace culture and values28% rewritten
- 24The market for prime real estate is competitive27% rewritten
- 25Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to United States or foreign employment regulations
Risks Related to Operating a Global Business
- 26Our international operations involve inherent risks which could result in harm to our business28% rewritten
- 27Our products are subject to risks associated with overseas sourcing, manufacturing and financing96% rewritten
- 28Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have a material adverse effect on our reputation, business, financial condition and results of operations
- 29Our success depends on our global distribution facilities31% rewritten
Legal, Regulatory, and Compliance Risks
- 30We are subject to a complex array of laws and regulations and litigation and other legal and regulatory proceedings, which could have an adverse effect on our business, financial condition and results of operations
- 31Failure to adequately protect or enforce our intellectual property rights could adversely affect our business89% rewritten
- 32Our actions to establish and protect our intellectual property rights may not be adequate to prevent imitation of our products by others. We also may be unable to prevent others from seeking to block sales of our products as violations of proprietary rightsNew
- 33We are subject to data security and privacy risks that could negatively affect our results, operations or reputation27% rewritten
- 34We could be subject to changes in tax rates, adoption of new tax laws or regulations, or changes in the interpretations thereof, additional tax liabilities or increased volatility in our effective tax rate21% rewritten
- 35Failure of our contractors or our licensees' contractors to comply with our code of conduct, local laws and other standards could harm our business
Risks Related to Our Securities, Investments and Liquidity
- 36Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns
- 37The sale of a large number of shares of common stock by our principal shareholder could depress the market price of our common stock
- 38Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options30% rewritten
- 39If our internal controls are ineffective, our operating results could be adversely affected
- 40If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our operating results could be adversely affected29% rewritten
- 41Anti-takeover provisions may impair an acquisition of the Company or reduce the price of our common stock
- 42We have in the past failed and may in the future fail to meet market expectations, which has caused and could in the future cause the price of our stock to decline27% rewritten
Other NIKE 10-Ks
- FY2025 10-K risk factors42 risks
NIKE faces heavy reliance on a concentrated base of overseas contract manufacturers for footwear and apparel production. Foreign exchange volatility, global macroeconomic conditions, and changing trade policies threaten margins. Substantial investments in NIKE Direct retail and digital platforms carry execution and cybersecurity risks.
Filed Jul 17, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.