NIKE(NKE) - 2025 Q4 - Annual Report

Part I Part I provides a comprehensive overview of NIKE's business, covering its products, markets, manufacturing, competitive landscape, human capital, executive leadership, and associated risks Business NIKE, Inc. is the world's largest athletic footwear and apparel seller, focusing on innovation, direct consumer connections, and global market segmentation with outsourced manufacturing General Overview NIKE, Inc. designs, develops, and markets athletic products globally, utilizing both direct-to-consumer and wholesale channels with outsourced international manufacturing - NIKE's principal business is the design, development, and worldwide marketing and selling of athletic footwear, apparel, equipment, accessories, and services, making it the largest seller in this category globally[11] - The company sells products through two main channels: NIKE Direct (owned retail stores and digital platforms) and wholesale accounts, which include distributors and licensees worldwide[11] - Nearly all of NIKE's footwear and apparel products are manufactured by independent contractors located outside the United States[11] Products NIKE's product portfolio spans NIKE, Jordan, and Converse brands, driven by innovation and direct consumer connections for both athletic and leisure use - NIKE offers products under the NIKE, Jordan, and Converse brands, with a strategy focused on leading with sport, innovation, and direct consumer connections[13] - The Jordan Brand designs and distributes athletic and casual footwear, apparel, and accessories focused on sport performance and streetwear[17] - Converse, a wholly-owned subsidiary, designs and licenses casual sneakers, apparel, and accessories under trademarks like Chuck Taylor and All Star[18] Sales and Marketing NIKE's sales exhibit moderate seasonality, with success dependent on adapting to consumer preferences and design trends through continuous product adjustment and marketing - Revenues historically show slight peaks in the first and fourth fiscal quarters, though product mix can vary significantly due to seasonal and geographic demand[21] - The company must actively respond to changing consumer preferences and trends by adjusting its product mix and leveraging marketing to influence sports and fitness activities[22] Our Markets NIKE operates across four NIKE Brand geographic segments and Converse, with U.S. sales at 43% and international sales at 57% of total fiscal 2025 revenues Revenue by Market (Fiscal 2025) | Market | Percentage of Total Revenues | | :--- | :--- | | U.S. Sales | 43% | | Non-U.S. Sales | 57% | Company-Operated Retail Stores | Region | Number of Stores | | :--- | :--- | | U.S. Total | 376 | | Non-U.S. Total | 658 | - For fiscal 2025, NIKE's three largest U.S. customers accounted for approximately 25% of U.S. sales, while the three largest non-U.S. customers accounted for about 16% of total non-U.S. sales[25][28] - No single customer accounted for 10% or more of consolidated net revenues in fiscal 2025[30] Product Research, Design and Development NIKE prioritizes technical innovation in product research, design, and development to enhance athletic performance, collaborating with internal specialists and external experts - The company emphasizes technical innovation in design and manufacturing to create products that enhance performance, reduce injury, and maximize comfort[31] - NIKE utilizes internal specialists and external advisory boards of athletes, coaches, and experts to consult on product designs and materials[32] - Key product technologies include Nike Air, Zoom, Free, Dri-FIT, Flyknit, FlyEase, ZoomX, Air Max, and React[33] Manufacturing NIKE primarily outsources footwear and apparel manufacturing to independent contractors outside the U.S., with key production in Vietnam, Indonesia, and China NIKE Brand Footwear Manufacturing by Country (FY 2025) | Country | Percentage of Total Production | | :--- | :--- | | Vietnam | 51% | | Indonesia | 28% | | China | 17% | NIKE Brand Apparel Manufacturing by Country (FY 2025) | Country | Percentage of Total Production | | :--- | :--- | | Vietnam | 31% | | China | 15% | | Cambodia | 15% | - As of May 31, 2025, manufacturing was conducted by independent contractors in 97 footwear factories across 11 countries and 303 apparel factories across 34 countries[35][36] - Four footwear contract manufacturers accounted for approximately 59% of NIKE Brand footwear production in fiscal 2025[35] International Operations and Trade NIKE's international operations face risks from trade policies, tariffs, and political instability, leading to increased costs and potential supply disruptions, managed with a compliance program - International operations face risks from foreign trade policies, import duties, quotas, political instability, and terrorism[43] - Protectionist measures have increased product costs, and the company actively works with industry groups to mitigate these impacts[44] - The company is subject to the U.S. Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws, and maintains a compliance program to address these risks[48] Competition The athletic industry is highly competitive, with NIKE competing globally on product quality, innovation, brand strength, marketing, and efficient sourcing and distribution - NIKE faces intense global competition from numerous companies, including adidas, Anta, ASICS, Deckers, Li Ning, lululemon athletica, New Balance, On, Puma, Under Armour, and V.F. Corporation[49] - Key competitive areas include product attributes (quality, innovation, design), consumer connection (marketing, endorsements), and effective sourcing and distribution[56] Trademarks and Patents NIKE considers its intellectual property, especially the NIKE name and Swoosh Design, as valuable assets, actively protecting them globally through trademarks and patents - The NIKE and Swoosh Design trademarks are considered among the company's most valuable assets and are registered in over 190 jurisdictions[51] - The company holds many U.S. and foreign utility and design patents protecting components, technologies, manufacturing techniques, and designs for its products[53] Human Capital Resources As of May 31, 2025, NIKE employed approximately 77,800 people globally, emphasizing a diverse, inclusive culture with competitive compensation and comprehensive benefits - As of May 31, 2025, NIKE had approximately 77,800 employees worldwide, including retail and part-time staff[62] - The company is committed to a diverse and inclusive culture, supported by employee resource groups (NikeUNITED) and inclusive leadership training[59] - NIKE provides a comprehensive rewards package including competitive pay, bonus plans, family care benefits, mental health support, and a hybrid work model[64][67] Information about our Executive Officers This section provides biographical information for NIKE, Inc.'s executive officers as of July 17, 2025, including key leadership roles and functional responsibilities - Mark Parker serves as Executive Chairman, having previously been CEO from 2006 to 2020[68] - Elliott Hill became President and Chief Executive Officer in October 2024, having been with NIKE since 1988[68] - Matthew Friend has served as Executive Vice President and Chief Financial Officer since 2020[68] Risk Factors This section outlines significant risks to NIKE's business, categorized into economic, operational, global business, legal, and financial factors, which could adversely affect performance Economic and Industry Risks NIKE faces economic and industry risks including global volatility, intense competition, currency fluctuations, climate change, and public health emergencies impacting consumer spending and operations - Volatile global economic conditions, including inflation and interest rates, could reduce consumer discretionary spending, leading to lower demand, higher inventories, and reduced revenues[73][76] - The company faces intense competition from a significant number of companies, which requires continuous innovation, effective marketing, and competitive pricing to maintain market share[74][75] - A majority of products are manufactured and sold outside the U.S., exposing the company to currency exchange rate volatility, which can adversely affect reported revenues and earnings[77] - Climate change and extreme weather events pose physical risks to operations, supply chains, and retail traffic, while evolving stakeholder expectations on sustainability could increase costs and reputational risk[80][81][83] Business and Operational Risks NIKE's operational risks include brand reputation damage, failure to anticipate consumer trends, reliance on technology and concentrated manufacturing, and challenges with NIKE Direct investments - Maintaining and enhancing brand image is critical and can be damaged by negative publicity, failure to adapt to changing media environments, or issues with endorsers or suppliers[89][90] - Failure to anticipate consumer preferences and develop new products in a timely manner can lead to lower sales, excess inventory, and reduced profits[91][93] - The NIKE Direct strategy requires substantial investment in retail stores and digital platforms, which may not yield a satisfactory return and is subject to risks like credit card fraud and supply chain mismanagement[100][101][102] - Heavy dependence on information technology for supply chain, retail, and financial operations creates vulnerability to system failures, interruptions, and cyberattacks, which could harm business operations[106] - The company relies on a concentrated number of contract manufacturers for footwear, and any disruption with a significant supplier could materially affect operations and sales[116] Risks Related to Operating a Global Business NIKE's global operations face risks from political instability, changing trade policies, supply chain disruptions, and compliance with international anti-corruption laws - With nearly all manufacturing and a majority of sales occurring outside the U.S., the company is subject to risks from foreign laws, political unrest, and economic instability[123] - The business is exposed to risks from overseas sourcing, including disruptions in the supply of raw materials, labor cost increases, and transportation delays, which can impact product availability and profit margins[125][127][128] - Changes in U.S. or other countries' trade policies, including tariffs and sanctions, can require changes to business operations and adversely affect results[130][131] - The company's ability to meet customer expectations depends on the proper operation of its global distribution facilities, which are vulnerable to disruptions from IT problems, disasters, or disease outbreaks[136] Legal, Regulatory, and Compliance Risks NIKE faces legal and compliance risks globally, including intellectual property protection, data privacy, changing tax laws, and ensuring supplier adherence to codes of conduct - The company is subject to extensive laws and regulations worldwide, and failure to comply could result in fines, sanctions, or reputational damage[137] - Failure to adequately protect or enforce intellectual property rights against counterfeiting and infringement could adversely affect sales and brand value[138] - The company handles sensitive personal data and is subject to complex data privacy regulations (e.g., GDPR); a data breach could lead to fines, lawsuits, and reputational harm[145][146] - Earning a substantial portion of income in foreign countries exposes NIKE to changes in tax laws, new regulations (such as OECD's Pillar Two), and potential tax liabilities from audits[147][148] Risks Related to Our Securities, Investments and Liquidity NIKE's financial risks include potential for failed investments, stock price volatility from large share sales, increased borrowing costs from credit rating changes, and ineffective internal controls - Substantial investments in new businesses, technology, or operations like NIKE Direct are subject to risks and may not produce expected returns[153] - A negative change to the company's credit rating, such as the July 2025 downgrade by Standard & Poor's, increases borrowing costs and may limit financing options[156] - Failure to maintain effective internal controls over financial reporting could harm operating results and the ability to meet reporting obligations[157] - Failure to meet the financial estimates or expectations of securities analysts and investors has caused the stock price to decline in the past and could do so again[160] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[161] Cybersecurity NIKE's cybersecurity risk management, guided by the NIST framework, is overseen by management and the Board, including risk assessments, vulnerability management, and incident response - Cybersecurity risk management is overseen at the management level by the VP, Corporate Information Security, Risk & Compliance, and at the board level by the Board of Directors, with delegated oversight to the Audit & Finance Committee[163][167] - The company's approach is guided by the NIST Cybersecurity Framework and includes tools like risk assessments, penetration testing, and a third-party cyber risk management program[164] - An incident response plan is in place to manage cybersecurity events, and its effectiveness is routinely tested. Employees receive annual mandatory cybersecurity training[166] Properties NIKE's properties include its Oregon World Headquarters, leased regional HQs, a global distribution network, Air-Sole manufacturing facilities, and 1,029 leased retail stores worldwide - The NIKE World Headquarters is an owned 400-acre site near Beaverton, Oregon, with over 40 buildings[170] - In the U.S., NIKE has eight significant distribution centers, five of which are near Memphis, Tennessee. The most significant international distribution facilities are owned and located in Belgium, China, Japan, and Korea[171] - The company leases approximately 1,029 retail stores worldwide, with leases expiring at various dates through fiscal year 2058[173] Legal Proceedings The company reports no material pending legal proceedings beyond ordinary routine litigation incidental to its business - Other than ordinary routine litigation, the company reports no material pending legal proceedings[174] Mine Safety Disclosures This item is not applicable to the company - Not applicable[175] Part II Part II provides detailed financial information, including stock market data, share repurchases, MD&A of fiscal 2025 results, market risk disclosures, and consolidated financial statements with internal control reports Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities NIKE's Class B Common Stock trades on NYSE, with an ongoing $18 billion share repurchase program, having repurchased $12.0 billion as of May 31, 2025 - The Board of Directors approved a four-year, $18 billion share repurchase program in June 2022. As of May 31, 2025, approximately $12.0 billion has been spent to repurchase 122.6 million shares[178] Share Repurchases for Quarter Ended May 31, 2025 | Period | Total Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares Remaining for Purchase (in millions) | | :--- | :--- | :--- | :--- | | March 1 – March 31, 2025 | 936,074 | $72.39 | $6,124 | | April 1 – April 30, 2025 | 1,189,613 | $56.01 | $6,058 | | May 1 – May 31, 2025 | 1,116,872 | $60.77 | $5,990 | | Total | 3,242,559 | $62.38 | $5,990 | RESERVED This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2025 saw NIKE's revenues decrease 10% to $46.3 billion and net income fall 44% to $3.2 billion, driven by NIKE Direct traffic decline and increased markdowns Overview and Fiscal 2025 Financial Highlights Fiscal 2025 results show a 10% revenue decrease to $46.3 billion and a 190 basis point gross margin decline, impacted by reduced NIKE Direct traffic and increased markdowns Fiscal 2025 Financial Highlights | Metric | Fiscal 2025 | Fiscal 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $46.3 billion | $51.4 billion | -10% | | NIKE Direct Revenues | $18.8 billion | $21.5 billion | -13% | | Gross Margin | 42.7% | 44.6% | -190 bps | | Inventories | $7.5 billion | $7.5 billion | Flat | | Shareholder Returns | $5.3 billion | - | - | - The company is navigating external factors like geopolitical dynamics and new tariffs, which are expected to negatively impact gross margin in fiscal 2026[191] - Strategic actions include reducing supply of certain footwear, repositioning NIKE Brand Digital as a full-price platform, reinvesting in wholesale, and increasing brand marketing investment[196] Results of Operations For fiscal 2025, revenues decreased 10% to $46.3 billion, with gross margin contracting 190 basis points, leading to a 44% net income decline to $3.2 billion Consolidated Operating Results (FY2025 vs FY2024) | (in millions) | Fiscal 2025 | Fiscal 2024 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $46,309 | $51,362 | -10% | | Gross Profit | $19,790 | $22,887 | -14% | | Gross Margin | 42.7% | 44.6% | -190 bps | | Total S&A Expense | $16,088 | $16,576 | -3% | | Income Before Taxes | $3,885 | $6,700 | -42% | | Net Income | $3,219 | $5,700 | -44% | | Diluted EPS | $2.16 | $3.73 | -42% | - On a currency-neutral basis, NIKE Brand footwear revenues decreased 11%, driven by an 8% decrease in unit sales and a 3 percentage point reduction from lower average selling prices (ASP)[210] - NIKE Direct revenues decreased 13% to $18.8 billion, reflecting a 20% decline in digital sales, while NIKE store sales were flat[210] - The 190 basis point gross margin decline was primarily driven by lower NIKE Brand ASP (approx. -180 bps) and higher other costs including inventory obsolescence reserves (approx. -90 bps), partially offset by lower product costs (approx. +80 bps)[211][215] Segment Information In fiscal 2025, all NIKE Brand geographic segments and Converse experienced revenue and EBIT declines due to lower sales volumes and gross margin pressure Revenues by Segment (FY2025 vs FY2024) | Segment (in millions) | FY2025 Revenues | FY2024 Revenues | % Change | | :--- | :--- | :--- | :--- | | North America | $19,572 | $21,396 | -9% | | EMEA | $12,257 | $13,607 | -10% | | Greater China | $6,586 | $7,545 | -13% | | APLA | $6,251 | $6,729 | -7% | | Converse | $1,692 | $2,082 | -19% | EBIT by Segment (FY2025 vs FY2024) | Segment (in millions) | FY2025 EBIT | FY2024 EBIT | % Change | | :--- | :--- | :--- | :--- | | North America | $4,735 | $5,822 | -19% | | EMEA | $2,575 | $3,388 | -24% | | Greater China | $1,602 | $2,309 | -31% | | APLA | $1,527 | $1,885 | -19% | | Converse | $240 | $474 | -49% | Foreign Currency Exposures and Hedging Practices NIKE manages foreign currency risks from transactions and translation through a centralized hedging program using derivatives, which had an unfavorable $188 million impact on fiscal 2025 pre-tax income - The company's foreign exchange risk management program is designed to lessen the effects of currency fluctuations on results by using natural offsets and hedging with derivatives[248] - Significant transactional exposures arise from product purchases denominated in currencies other than the functional currency of the purchasing entity and from non-functional currency denominated sales[251][252] - For FY2025, the combination of translating foreign currency profits and the change in foreign currency gains/losses had an estimated unfavorable impact of $188 million on Income before income taxes[258] Liquidity and Capital Resources NIKE's liquidity remains solid despite a $3.7 billion decrease in operating cash flow in fiscal 2025, with access to $3 billion in credit facilities and significant future commitments Cash Flow Activity (FY2025 vs FY2024) | (in millions) | Fiscal 2025 | Fiscal 2024 | $ Change | | :--- | :--- | :--- | :--- | | Cash from Operating Activities | $3,698 | $7,429 | ($3,731) | | Cash from Investing Activities | ($275) | $894 | ($1,169) | | Cash from Financing Activities | ($5,820) | ($5,888) | $68 | - In July 2025, Standard and Poor's downgraded the company's debt rating from AA- to A+, which will increase facility fees and interest rates on its credit facilities[266] - As of May 31, 2025, material cash requirements included $16.2 billion in endorsement contracts and $7.9 billion in product purchase obligations[275] - The company repurchased 37.6 million shares for $3.0 billion in fiscal 2025 and intends to continue moderating share repurchases[262] Critical Accounting Estimates NIKE's critical accounting estimates involve significant judgment for sales reserves, inventory valuation, hedge accounting effectiveness, and income tax provision determination - Sales-related reserves for returns and discounts are estimated based on historical rates, specific identification, and current marketplace needs[282] - Inventory reserves are established to account for the difference between inventory cost and its estimated net realizable value, based on assumptions about future demand and market conditions[284] - Hedge accounting requires that the notional value of derivative contracts does not exceed the amount of anticipated transactions, which are estimates and may fluctuate[287] - The income tax provision requires significant judgment in interpreting complex tax laws and estimating the annual effective tax rate and the sustainability of uncertain tax positions[289] Quantitative and Qualitative Disclosures about Market Risk NIKE manages foreign currency and interest rate market risks using derivatives, with foreign currency VaR at $107 million and $2.4 billion in interest rate swaps as of May 31, 2025 - The company uses financial instruments to manage exposure to foreign currency and interest rate fluctuations, not for speculative purposes[294] - The Value-at-Risk (VaR) for foreign currency sensitive derivatives was estimated at a maximum one-day loss of $107 million as of May 31, 2025, compared to $57 million as of May 31, 2024[301] Long-Term Debt and Interest Rate Swaps (as of May 31, 2025) | Instrument | Total Principal/Notional (in millions) | Fair Value (in millions) | | :--- | :--- | :--- | | Long-term U.S. Dollar debt — Fixed rate | $8,000 | $6,673 | | Interest Rate Swaps — Fixed to variable | $2,400 | $21 | Financial Statements and Supplementary Data This section presents NIKE's audited consolidated financial statements for fiscal 2025, including management's report on internal controls and the independent auditor's report Management's Annual Report on Internal Control Over Financial Reporting Management concluded that NIKE's internal control over financial reporting was effective as of May 31, 2025, based on the COSO framework - Management concluded that the company's internal control over financial reporting was effective as of May 31, 2025[312] - The evaluation was based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)[312] Report of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP issued an unqualified opinion on NIKE's financial statements and internal controls, identifying accounting for income taxes as a critical audit matter - The auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on both the consolidated financial statements and the effectiveness of internal control over financial reporting[316] - The accounting for income taxes was identified as a critical audit matter due to the significant management judgment and complexity involved[323][325] Consolidated Financial Statements NIKE's fiscal 2025 consolidated financial statements show net income of $3.2 billion on $46.3 billion revenues, with total assets of $36.6 billion and a $2.4 billion net cash decrease Consolidated Statement of Income (Year Ended May 31) | (In millions) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Revenues | $46,309 | $51,362 | $51,217 | | Gross Profit | $19,790 | $22,887 | $22,292 | | Net Income | $3,219 | $5,700 | $5,070 | | Diluted EPS | $2.16 | $3.73 | $3.23 | Consolidated Balance Sheet (As of May 31) | (In millions) | 2025 | 2024 | | :--- | :--- | | Total Current Assets | $23,362 | $25,382 | | Total Assets | $36,579 | $38,110 | | Total Current Liabilities | $10,566 | $10,593 | | Total Liabilities | $23,366 | $23,680 | | Total Shareholders' Equity | $13,213 | $14,430 | Consolidated Statement of Cash Flows (Year Ended May 31) | (In millions) | 2025 | 2024 | 2023 | | :--- | :--- | :--- | :--- | | Cash from Operations | $3,698 | $7,429 | $5,841 | | Cash from Investing | ($275) | $894 | $564 | | Cash from Financing | ($5,820) | ($5,888) | ($7,447) | | Net (Decrease) in Cash | ($2,396) | $2,419 | ($1,133) | Notes to Consolidated Financial Statements The notes detail NIKE's accounting policies and financial data, covering revenue recognition, debt, taxes, segment performance, hedging, and significant charges and claims Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in accountants or disagreements on accounting or financial disclosure matters - There has been no change of accountants nor any disagreements with accountants on accounting or financial disclosure matters[504] Controls and Procedures Management concluded that NIKE's disclosure controls and procedures were effective as of May 31, 2025, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of May 31, 2025[506] - No material changes were made to the internal control over financial reporting during the most recent fiscal quarter[507] Other Information No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the fiscal quarter ended May 31, 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement during the fourth quarter of fiscal 2025[508] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[509] Part III Part III incorporates by reference information from NIKE's 2025 Proxy Statement, covering directors, executive officers, compensation, security ownership, related transactions, and accountant fees Directors, Executive Officers and Corporate Governance Information on directors, executive officers, corporate governance, and related policies is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders[511] Executive Compensation Information regarding executive and director compensation and Compensation Committee matters is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders[512] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on equity compensation plans and security ownership by beneficial owners and management is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders[513] Certain Relationships and Related Transactions and Director Independence Information on related person transactions and director independence is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders[514] Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement - Required information is incorporated by reference from the definitive Proxy Statement for the 2025 Annual Meeting of Shareholders[515] Part IV Part IV lists exhibits and financial statement schedules filed with the Form 10-K, along with the report's certifying signatures from principal officers and directors Exhibits and Financial Statement Schedules This section lists all documents filed as part of the Annual Report, including financial statements, consents, corporate governance documents, and certifications - Lists all financial statements, exhibits, and schedules filed with the report. All financial statement schedules are omitted as the required information is shown elsewhere[517] Form 10-K Summary The company reports that no Form 10-K summary is provided - None[522] Signatures The report is signed by the President and CEO, Principal Financial Officer, Principal Accounting Officer, and the majority of the Board of Directors on July 17, 2025 - The report is signed by Elliott Hill (President and CEO), Matthew Friend (EVP and CFO), Johanna Nielsen (VP, Chief Accounting Officer), and the Board of Directors on July 17, 2025[527][528]