--- title: "Nike's revenue fell 4%. The guide says the next three quarters fall faster." description: "Nike's FQ1 FY27 8-K carries more than the press release headline. Revenue of $11,213 million fell 4% while EBIT held at $907 million. Item 2.05 commits about $1.0 billion of new charges through fiscal 2031. And the full-year outlook, a high-single-digit decline, implies the remaining three quarters fall roughly 8% to 11%. Every figure from the filing, with accessions." canonical: https://evidinvest.com/blog/nike-fq1-fy27-pace-item-2-05-what-the-8k-adds-2026-10-02 date: "2026-10-02" last_updated: "2026-10-05" author: "EvidInvest Team" publisher: "EBD Sweden AB (EvidInvest)" tags: ["NKE", "Nike", "earnings results", "restructuring", "Item 2.05", "Greater China", "8-K", "10-K", "SEC filings"] --- # Nike's revenue fell 4%. The guide says the next three quarters fall faster. - Published: 2026-10-02 (last updated 2026-10-05) - Author: EvidInvest Team, EvidInvest (published by EBD Sweden AB) - Canonical URL: https://evidinvest.com/blog/nike-fq1-fy27-pace-item-2-05-what-the-8k-adds-2026-10-02 - Research, not investment advice. > Nike's FQ1 FY27 8-K carries more than the press release headline. Revenue of $11,213 million fell 4% while EBIT held at $907 million. Item 2.05 commits about $1.0 billion of new charges through fiscal 2031. And the full-year outlook, a high-single-digit decline, implies the remaining three quarters fall roughly 8% to 11%. Every figure from the filing, with accessions. *Every figure below was read from Nike's first-quarter fiscal 2027 Form 8-K and its Exhibit 99.1, filed yesterday (**accession `0000320187-26-000184`**), or from the earlier filings cited with their accessions. The full-year outlook is Nike's own and is labelled as company guidance. We show no analyst estimates and no consensus, because they are not filed, and nothing from the conference call, which is not a filing either. Ratios and differences Nike does not print are our arithmetic on filed values and are marked *(Ours.)* The 10-Q for the quarter is not filed yet; where only the 10-Q can answer, we say so. Research, not investment advice.* Yesterday's Nike coverage ran on two numbers: revenue down 4% and Greater China down 26% currency-neutral. Both are real. Neither is the part of the filing that changes what the next four years look like. That part sits in a section most readers never open. The 8-K has two items, not one. Item 2.02 furnishes the press release. **Item 2.05, "Costs Associated with Exit or Disposal Activities"**, is a separate disclosure the board had to file, and it commits Nike to a programme called Pace with about **$1.0 billion** of new pre-tax charges that run to **fiscal 2031**. The second thing is in the outlook paragraph. A full-year revenue decline in the "high-single digits", set against a first quarter down 4%, means the quarter just reported is the mild one. If you are looking for whether to own the stock, wrong page. This is what was filed. ## 1. The first quarter, as filed **Filed**, Exhibit 99.1, three months ended 31 August: | Line | FQ1 FY27 | FQ1 FY26 | Change | |---|---|---|---| | Revenues | $11,213m | $11,720m | −4% (−5% currency-neutral) | | Gross margin | 42.8% | 42.2% | +60 bps | | Demand creation expense | $1,252m | $1,188m | +5% | | Operating overhead expense | $2,658m | $2,828m | −6% | | EBIT (non-GAAP, Nike's definition) | $907m | $904m | 0% | | Net income | $712m | $727m | −2% | | Diluted EPS | $0.48 | $0.49 | | Revenue fell $507 million and EBIT went up $3 million. *(Ours.)* Two things did that: gross margin up 60 basis points, which the release puts down "primarily" to "lower warehousing and logistics costs", and operating overhead down $170 million on "lower wage-related expense". Nike spent more on marketing, not less; the saving came from overhead. One comparison to keep straight. The fourth quarter of fiscal 2026 printed a 49.2% gross margin, and the release for that quarter (`0000320187-26-000076`) says about 900 basis points of it came from the expected recovery of IEEPA tariffs, a **$986 million** benefit in cost of sales. The FY26 10-K (`0000320187-26-000088`) adds that $684 million of it was still a receivable at 31 May and that "substantially all" was received after. *(Ours: 49.2% less about 9.0 points is about 40.2%.)* So 42.8% is not a fall from 49.2%. The release names no tariff recovery in this quarter's margin, and it is 60 basis points above the same quarter a year ago. ## 2. Where the 4% went **Filed**, divisional and channel tables: | | FQ1 FY27 revenue | Change (currency-neutral) | EBIT | EBIT change | |---|---|---|---|---| | North America | $5,127m | +2% | $1,170m | +3% | | EMEA | $3,176m | −5% | $728m | −1% | | Greater China | $1,180m | **−26%** | $248m | **−34%** | | Asia Pacific & Latin America | $1,463m | 0% | $324m | −7% | | Converse | $263m | **−28%** | $25m | −36% | The decline is not spread out. Greater China lost $332 million of reported revenue and Converse $103 million. Together that is $435 million of the $507 million. *(Ours.)* Inside North America, the channels moved in opposite directions. Sales to wholesale customers rose **9%** to $2,981 million. Sales through Nike Direct fell 6% to $2,146 million. Across the whole Nike Brand, Direct was down 8%, with Nike Brand Digital down 13% and Nike-owned stores down 5%. Wholesale was down 1%. In Greater China, wholesale fell **31%** currency-neutral, worse than Direct's 18%. By product, footwear fell 6% to $6,951 million and apparel rose 2% to $3,384 million. In EMEA the gap was wider: footwear down 11%, apparel up 5%. ## 3. Item 2.05: the part that runs to 2031 **Filed**, Item 2.05 of the 8-K, in Nike's words: the board "approved steps to implement the program, which are expected to result in pre-tax charges of approximately $1.0 billion, which is in addition to approximately $0.3 billion of severance costs recognized in fiscal 2026 in connection with the March 2026 plan." About **$0.3 billion** lands in fiscal 2027, "with the remainder expected to be recognized through fiscal 2031." The costs "are expected to consist primarily of employee severance and other employee-related costs", and "the majority of the charges will result in future cash expenditures." What Pace includes, from the same item: further optimising the global supply chain, "the establishment of a new campus in India", realigning the operating model "into three geographies", and "further streamlining of the organization to reduce costs." The savings sentence needs reading twice: "approximately $2.5 billion in cumulative savings through fiscal 2031. The savings estimate is stated before the expected pre-tax charges described above and any future reinvestment." *(Ours.)* Cumulative means summed across years, not a run rate. Before charges means the $1.0 billion (and the $0.3 billion already taken) is not netted out. Before reinvestment means Nike has not committed that any of it reaches operating income. Read together, the filed commitment is $1.3 billion of charges across fiscal 2026 to 2031 against $2.5 billion of gross savings over the same window. That is a net $1.2 billion before any reinvestment, spread across six fiscal years. This is the second Item 2.05 in seven months. The first, filed 5 March (`0000320187-26-000017`), said the plan would cost about $300 million and added that the company "may take additional actions which could lead to additional charges in future quarters." Yesterday's filing is those additional actions, and it is roughly three times the size. ## 4. The guide makes the first quarter the mild one **Filed**, company guidance in Exhibit 99.1: - Revenues "expected to decline high-single digits in fiscal 2027". - Adjusted diluted EPS of **$1.15 to $1.35**, which "excludes approximately $0.15 of restructuring expenses related to Pace". - Effective tax rate in "the mid-20 percent range". The FY26 10-K puts fiscal 2026 revenue at **$46,398 million**. Nike does not define "high-single digits"; we read it as 7% to 9%. *(Ours, on that reading.)* | Full-year decline | FY27 revenue | Less FQ1 ($11,213m) | vs FY26 Q2–Q4 ($34,678m) | |---|---|---|---| | 7% | $43,150m | $31,937m | **−7.9%** | | 8% | $42,686m | $31,473m | **−9.2%** | | 9% | $42,222m | $31,009m | **−10.6%** | Every row says the same thing: the remaining three quarters fall faster than the 4% just reported. The release does not say which quarters carry it. The EPS range points the same way. Diluted EPS in the first quarter was $0.48. If none of it is the kind of item Nike excludes (the release prints no adjusted figure for the quarter, so we cannot confirm that), the adjusted guide leaves **$0.67 to $0.87** for the other three quarters combined. *(Ours.)* And the adjusted guide is not the GAAP figure: the $0.15 of Pace charges is real cost, and subtracting it gives about $1.00 to $1.20 on a GAAP basis. *(Ours.)* ## 5. The balance sheet and a debt calendar **Filed**, balance sheet at 31 August: - Cash and equivalents $6,903 million plus short-term investments $1,465 million: **$8,368 million**. *(Ours: the sum. The release says $8.4 billion.)* - Inventories $7,846 million, down 3%. - Accounts receivable **$5,242 million, up 6%**, while revenue fell 4%. *(Ours: on a 92-day quarter, about 43 days of revenue against about 39 a year ago.)* The release does not explain it. The 10-Q's receivables note will. - **Current portion of long-term debt: $2,000 million**, against nothing a year ago. The FY26 10-K's debt table (Note 6) names those two notes: **$1,000 million at 2.38% due 1 November 2026** and **$1,000 million at 2.75% due 27 March 2027**. Both were issued when rates were far lower. The first falls due in one month; the second in six. *(Ours: $8,368 million of cash and short-term investments is four times the $2,000 million.)* If it chooses to refinance instead, it does so at whatever the market charges now, not at the 2.38% and 2.75% those notes carry. The 10-K also notes that no amounts were outstanding under any of the company's committed credit facilities at 31 May. Whether Nike repays or rolls the November notes will show up in the second-quarter 10-Q or an 8-K. Dividends: the release says Nike returned "approximately $610 million" in the quarter, all of it dividends, against net income of $712 million. *(Ours: 86% of net income.)* Fiscal 2026 had $2.4 billion of dividends and $123 million of buybacks under the $18 billion programme (`0000320187-26-000076`). The quarterly dividend declared is $0.410 a share against $0.400. ## 6. What waits for the 10-Q The first-quarter 10-Q is due within 40 days of quarter-end, so by 10 October. It answers what the release cannot: 1. **Cash flow.** The release has no cash flow statement. Operating cash flow, capex, and whether the receivable build cost cash, all wait for the 10-Q. 2. **Pace accounting.** The restructuring note will show what was charged in the first quarter, if anything, and the liability balance. 3. **The November notes.** Subsequent-events language, if any, on repaying or refinancing the $1.0 billion due 1 November. 4. **Greater China.** MD&A will carry the reasons in Nike's own words. The release says only "declines". 5. **Risk factors.** Whether the India campus and the three-geography realignment bring new risk language. On ownership, nothing new can be filed yet. Form 13F for 30 September is not due until mid-November, so the latest institutional picture is still 30 June, and [/holders/NKE](https://evidinvest.com/holders/NKE) has that filed table. ## Run it yourself Start with the guide arithmetic, because it takes one subtraction. Open [/financials/NKE](https://evidinvest.com/financials/NKE), take fiscal 2026 revenue, apply your own reading of "high-single digits", subtract $11,213 million, and compare the remainder with the last three quarters of fiscal 2026. [/earnings/NKE](https://evidinvest.com/earnings/NKE) has the quarterly series, and [/filings/NKE](https://evidinvest.com/filings/NKE) takes you to yesterday's 8-K. Scroll past Exhibit 99.1 to Item 2.05, then open Note 6 of the 10-K for the maturity table. [/valuation/NKE](https://evidinvest.com/valuation/NKE) lets you run your own valuation on filed numbers, and change the growth inputs to match whatever decline you think the guide implies. Then write down what you expect before the 10-Q lands. [Thesis Monitor](https://evidinvest.com/thesis-monitor) reads each new filing against your thesis: the receivable build, Greater China EBIT at $248 million, the first Pace charge, the 1 November notes. It tells you which of them moved. If you work inside an agent, the same filings are on the [EvidInvest MCP server](https://evidinvest.com/developers). It is free to start, credit packs from $10, and there is no subscription. The headline was the 4%. The filing's own outlook says it was the easy quarter. *Sources. Nike FQ1 FY27 Form 8-K (Items 2.02, 2.05, 9.01) and Exhibit 99.1, filed 1 October 2026: accession `0000320187-26-000184` ([sec.gov](https://www.sec.gov/Archives/edgar/data/320187/000032018726000184/q1fy27exhibit991er.htm)). FY26 Form 10-K, year ended 31 May 2026: `0000320187-26-000088` ([sec.gov](https://www.sec.gov/Archives/edgar/data/320187/000032018726000088/nke-20260531.htm)). FQ4 FY26 Exhibit 99.1: `0000320187-26-000076`. March 2026 Item 2.05 8-K: `0000320187-26-000017`. No analyst estimate, consensus figure, price target or call remark appears on this page. Sums, differences, percentages, days of receivables and the implied Q2–Q4 range are arithmetic on those filed values, labelled as ours where they appear; the 7% to 9% reading of "high-single digits" is ours, not Nike's. Research, not investment advice.* --- Cite the canonical URL above (https://evidinvest.com/blog/nike-fq1-fy27-pace-item-2-05-what-the-8k-adds-2026-10-02), not this Markdown file. Research, not investment advice. ## Sitemap All posts in Markdown: https://evidinvest.com/blog/index.md · feeds: https://evidinvest.com/blog/rss.xml and https://evidinvest.com/blog/feed.json · the [index for language models](https://evidinvest.com/llms.txt) · the full [sitemap](https://evidinvest.com/sitemap.md).