[Form 3] Nike, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

NIKE, Inc. (NKE) – Form 3 Initial Statement of Beneficial Ownership

Executive Vice President  Philip McCartney reported beneficial ownership as of 18 June 2025. He directly holds 39,437 Class B common shares and indirectly holds 1,789 shares through the NIKE 401(k) Savings and Profit-Sharing Plan, for a total of 41,226 shares.

In addition, McCartney owns six tranches of non-qualified stock options covering an aggregate 143,313 Class B shares with exercise prices ranging from $83.12 to $167.51 and expirations between 1 August 2029 and 1 September 2034. Each option vests 25% annually over four years from the grant date.

The filing is routine, required under Section 16(a), and does not signal any purchase or sale; it simply establishes McCartney’s baseline holdings upon becoming a reporting insider.

Insights

Financial Analyst

TL;DR: Routine Form 3; discloses 41k shares and 143k options, no transaction, neutral impact.

Form 3 filings mark the first time an insider becomes subject to Section 16 reporting. McCartney’s direct and indirect equity stake is modest relative to NIKE’s 1.5 bn diluted share count, representing ~0.003% of shares outstanding. The option strikes sit both below and above the current market price, giving upside alignment but no immediate dilution. Because there is neither a purchase nor a sale, the disclosure has no short-term valuation impact, yet it provides investors clarity on insider incentive structure.

Corporate Governance Expert

TL;DR: Standard governance compliance; illustrates alignment via multi-year option grants.

The staggered four-year vesting schedule incentivizes long-term performance, consistent with NIKE’s compensation philosophy. The indirect holdings in the 401(k) highlight employee participation in retirement plans. No red flags or unusual ownership concentrations emerge, keeping governance risk unchanged.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

McCartney Philip

(Last) (First) (Middle)

ONE BOWERMAN DRIVE

(Street)

BEAVERTON OR 97005

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2025

3. Issuer Name and Ticker or Trading Symbol
NIKE, Inc. [ NKE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP: CHIEF INN,PROD&DSG OFCR

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	39,437	D
Class B Common Stock	1,789	I	by Retirement Plan(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	(2)	08/01/2029	Class B Common Stock	36,095	$83.12	D
Non-Qualified Stock Option (Right to Buy)	(3)	08/01/2030	Class B Common Stock	30,760	$97.61	D
Non-Qualified Stock Option (Right to Buy)	(4)	08/01/2031	Class B Common Stock	15,250	$167.51	D
Non-Qualified Stock Option (Right to Buy)	(5)	08/01/2032	Class B Common Stock	18,376	$114.3	D
Non-Qualified Stock Option (Right to Buy)	(6)	08/01/2033	Class B Common Stock	18,328	$109.4	D
Non-Qualified Stock Option (Right to Buy)	(7)	09/01/2034	Class B Common Stock	24,504	$83.32	D

Explanation of Responses:

1. Shares held in account under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan.

2. Stock Option granted on 08/01/2019 and became exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

3. Stock Option granted on 08/01/2020 and became exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

4. Stock Option granted on 08/01/2021 and becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

5. Stock Option granted on 08/01/2022 and becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

6. Stock Option granted on 08/01/2023 and becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

7. Stock Option granted on 09/01/2024 and becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. McCartney	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many NIKE (NKE) shares does EVP Philip McCartney directly own?

39,437 Class B common shares are owned directly.

What is the total number of NIKE shares beneficially owned by Philip McCartney?

Including indirect holdings, McCartney owns 41,226 Class B shares.

How many stock options does McCartney hold and what is the aggregate share amount?

He holds six non-qualified option grants covering 143,313 shares.

What are the exercise price ranges for McCartney’s NIKE options?

Strike prices range from $83.12 to $167.51 per share.

Does this Form 3 indicate any insider buying or selling of NIKE stock?

No. A Form 3 only discloses existing ownership; it records no transactions.