NKE Insider Filing: McCartney RSUs Granted and $77.37 Option Reported

Rhea-AI Filing Summary

Philip McCartney, EVP: Chief Innovation, Product & Design Officer at NIKE, Inc. (NKE), reported equity compensation transactions dated September 1–2, 2025. On 09/01/2025 he was granted 13,735 RSUs under the NIKE Stock Incentive Plan and a non-qualified stock option to buy 44,568 shares at an exercise price of $77.37 (option term to 09/01/2035; 25% vests each anniversary over four years).

On 09/02/2025 the company withheld 513 shares to satisfy tax withholding upon RSU vesting. After the reported transactions he beneficially owned 48,814 Class B shares directly and 1,787 shares indirectly in a 401(k) account. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• RSU grant of 13,735 shares aligns executive incentives with shareholder interests through multi-year vesting
• Non-qualified option for 44,568 shares provides long-term incentive with clear vesting and expiration (09/01/2035)
• Disclosure of tax withholding (513 shares) clarifies that shares were withheld for taxes and not sold on the open market

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive equity awards and withholding; no disclosed cash transactions or open-market sales.

The filing documents standard equity compensation: a grant of restricted stock units and a large non-qualified stock option with a ten-year term, both subject to four-year vesting in 25% tranches. The withholding of 513 shares was for tax obligations upon RSU vesting and is described as not an open-market sale. These items are typical for senior executives and primarily affect future dilution and executive alignment rather than immediate cash flows.

Corporate Governance Expert

TL;DR: Compensation-related disclosure consistent with routine remuneration practices; governance implications are standard.

The Form 4 reflects compensation granted under the company’s Stock Incentive Plan and 401(k) holdings. Vesting schedules and option terms are disclosed, which supports transparency on executive incentives. No unusual or non-routine transactions, director departures, or related-party issues are presented in this filing.

Insider Trade Summary

Net Buyer: 13,222 shares

Net Buy 4 txns

Insider McCartney Philip

Role EVP: CHIEF INN,PROD&DSG OFCR

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class B Common Stock	513	$77.37	$40K
Grant/Award	Non-Qualified Stock Option (Right to Buy)	44,568	$0.00	$0.00
Grant/Award	Class B Common Stock	13,735	$0.00	$0.00
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 44,568 shares (Direct); Class B Common Stock — 48,814 shares (Direct); Class B Common Stock — 1,787 shares (Indirect, by Retirement Plan)

Footnotes (5)

1. F1. Restricted Stock Units ("RSUs") granted under the NIKE, Inc. Stock Incentive Plan; 25% of the total number of RSUs granted vest on each of the first four anniversaries of the date of the grant.
2. F2. Shares withheld by the Company to satisfy tax withholding obligations upon vesting of RSUs; not an open market transaction.
3. F3. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase Plan.
4. F4. Shares held in account under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan.
5. F5. Stock Option granted under the NIKE, Inc. Stock Incentive Plan; it becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/03/2025 - 08:04 PM Learn about SEC filing dates

FAQ

What did Philip McCartney report on the NKE Form 4?

The filing reports a 13,735 RSU grant (09/01/2025), withholding of 513 shares for taxes (09/02/2025), and a 44,568-share option at $77.37 exercisable through 09/01/2035.

How many Nike shares does Philip McCartney beneficially own after these transactions?

Following the reported transactions he beneficially owned 48,814 Class B shares directly and 1,787 shares indirectly in a 401(k) account.

What is the vesting schedule for the RSUs and options disclosed?

Both the RSUs and the stock option vest 25% on each of the first four anniversaries of the grant date.

Was the withholding of shares reported as an open-market sale?

No. The filing states the 513 shares were withheld by the company to satisfy tax withholding upon RSU vesting and were not an open-market transaction.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Kelsey A. Baldwin, attorney-in-fact for Mr. McCartney on 09/03/2025.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McCartney Philip

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		A(1)		13,735	A	$0	49,327	D
Class B Common Stock	09/02/2025		F(2)		513	D	$77.37	48,814(3)	D
Class B Common Stock								1,787	I	by Retirement Plan(4)

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
Non-Qualified Stock Option (Right to Buy)	$77.37	09/01/2025		A		44,568		(5)	09/01/2035	Class B Common Stock	44,568	$0	44,568	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the NIKE, Inc. Stock Incentive Plan; 25% of the total number of RSUs granted vest on each of the first four anniversaries of the date of the grant.

2. Shares withheld by the Company to satisfy tax withholding obligations upon vesting of RSUs; not an open market transaction.

3. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase Plan.

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

5. Stock Option granted under the NIKE, Inc. Stock Incentive Plan; it becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. McCartney	09/03/2025
	** 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.
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