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NKE Form 4: Robert Leinwand Sells 1,019 Class B Shares Under 10b5-1 Plan

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Robert Leinwand, Executive Vice President and Chief Legal Officer of NIKE, Inc. (NKE), reported a sale of 1,019 Class B common shares on 09/05/2025 at a price of $74.64 per share pursuant to a 10b5-1 trading plan adopted on 11/14/2024. After the transaction the filing shows 44,855.2318 shares beneficially owned directly and an additional 1,464 shares held indirectly in the company 401(k) plan; some shares reflected include acquisitions under NIKE's Employee Stock Purchase Plan. The sale was executed under company trading-window policy and no derivative transactions were reported.

Positive

  • Transaction executed under a documented 10b5-1 plan, indicating pre-established instructions and affirmative defense conditions.
  • Clear disclosure of holdings: direct beneficial ownership of 44,855.2318 shares and 1,464 shares in the 401(k) plan.
  • No derivative or complex transactions reported, simplifying investor interpretation of the filing.

Negative

  • None.

Insights

TL;DR: Routine insider sale under a pre-established 10b5-1 plan; not an earnings-period trade and appears procedural.

The Form 4 documents a single non-derivative sale of 1,019 Class B shares at $74.64, executed under a 10b5-1 plan adopted 11/14/2024. The filing discloses remaining direct beneficial ownership of 44,855.2318 shares and 1,464 shares in a 401(k) account. Transaction size relative to total holdings appears modest and there are no derivative exercises or other complicated transactions to signal change in compensation structure or capital allocation.

TL;DR: Disclosure follows governance best practices: 10b5-1 plan noted and transaction signed by attorney-in-fact.

The report clearly indicates the sale complied with NIKE's trading-window policy and was effected under a documented 10b5-1 plan, which supports affirmative defense requirements. The filing includes customary explanatory notes about ESPP and 401(k) holdings and is signed off by an attorney-in-fact on 09/08/2025. There are no amendments or additional related-party transactions disclosed.

Insider Leinwand Robert
Role EVP: Chief Legal Officer
Sold 1,019 shs ($76K)
Type Security Shares Price Value
Sale Class B Common Stock 1,019 $74.64 $76K
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 44,855.232 shares (Direct); Class B Common Stock — 1,464 shares (Indirect, by Retirement Plan)
Footnotes (1)
  1. Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the first full trading day after the release of quarterly earnings and ending on the fourteenth day of the third month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans. The transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on November 14, 2024. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase Plan. Shares held in account under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Leinwand Robert
(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 Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
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 09/05/2025(1) S(2) 1,019 D $74.64 44,855.2318(3) D
Class B Common Stock 1,464 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
Explanation of Responses:
1. Pursuant to Company policy, market transactions in Company stock by officers and directors are permitted only after the first full trading day after the release of quarterly earnings and ending on the fourteenth day of the third month of the following fiscal quarter, except pursuant to approved 10b5-1 trading plans.
2. The transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on November 14, 2024.
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.
/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Leinwand 09/08/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Nike EVP Robert Leinwand report on Form 4 (NKE)?

He reported a sale of 1,019 Class B common shares on 09/05/2025 at $74.64 per share pursuant to a 10b5-1 trading plan.

How many Nike shares does Robert Leinwand beneficially own after the sale?

Direct beneficial ownership: 44,855.2318 shares; Indirect (401(k)): 1,464 shares.

Was the sale part of a 10b5-1 trading plan?

Yes. The filing states the transaction was effected pursuant to a 10b5-1 plan adopted on 11/14/2024.

Were any options, derivatives, or other complex instruments reported?

No. Table II for derivative securities shows no entries; only a non-derivative sale is reported.

Who signed the Form 4 and when?

The form was signed by Kelsey A. Baldwin, attorney-in-fact for Mr. Leinwand, on 09/08/2025.