Nike Director Monica Gil Receives 2,619 Restricted Class B Shares

Rhea-AI Filing Summary

Monica Gil, a director of NIKE, Inc. (NKE), reported receipt of 2,619 restricted shares of Class B common stock on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan at a reported price of $0. After the grant, Ms. Gil beneficially owns 8,893 shares. The restricted shares vest in full on the earlier of the next annual shareholder meeting or the last day of the 12th full calendar month after the grant date. The Form 4 was signed on behalf of Ms. Gil by an attorney-in-fact on 09/11/2025.

Positive

• Director ownership increased by 2,619 restricted Class B shares, bringing total beneficial ownership to 8,893 shares
• Grant aligns director with shareholders through restricted shares that vest based on time or next annual meeting

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity award increases insider ownership modestly; no cash paid and standard short-term vesting.

The filing documents a nondiscretionary equity grant: 2,619 restricted Class B shares awarded at $0, raising the reporting person’s holdings to 8,893 shares. The vesting is time-based and lapses fully at the earlier of the next annual meeting or 12 months, indicating short-term retention alignment but limited immediate dilution or cash impact. This is a common form of director compensation and does not disclose any sale, option exercise, or material change to control.

Corporate Governance Expert

TL;DR: Standard director grant consistent with typical governance practices; timing and vesting are explicitly disclosed.

The Form 4 shows a standard restricted share grant under the company’s stock incentive plan with explicit vesting conditions: full lapse on the earlier of the next shareholder meeting or 12 months. Disclosure was timely (transaction 09/09/2025; filing signed 09/11/2025) and executed by an attorney-in-fact, which is an accepted practice for insider reporting. No derivative transactions or other compensatory arrangements are reported here.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gil Monica

(Last) (First) (Middle)

ONE BOWERMAN DRIVE

(Street)

BEAVERTON OR 97005

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	09/09/2025		A(1)		2,619	A	$0	8,893	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted shares granted on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan. The restrictions lapse with respect to 100% of the shares on the earlier of the date of the next annual meeting of shareholders, or the last day of the 12th full calendar month following the date of grant.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Ms. Gil	09/11/2025
	** 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 4 (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

What transaction did Monica Gil report on Form 4 for NKE?

She reported the acquisition of 2,619 restricted Class B shares on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan.

How many NIKE shares does Monica Gil beneficially own after the grant?

Following the reported transaction, Ms. Gil beneficially owns 8,893 shares of Class B common stock.

What was the reported price for the restricted shares granted to Monica Gil?

The Form 4 reports a price of $0 for the 2,619 restricted shares, indicating a grant rather than a purchase.

When do the restricted shares granted to Monica Gil vest?

The restrictions lapse in full on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month after the grant date.

When was the Form 4 signed and by whom?

The filing was signed on behalf of Ms. Gil by Kelsey A. Baldwin, attorney-in-fact on 09/11/2025.