Amy Montagne reports RSU grant and option award at NIKE; 880 shares withheld for taxes

Rhea-AI Filing Summary

Amy Montagne, President of NIKE, Inc. (NKE) reported equity activity in early September 2025. On 09/01/2025 she was granted 13,735 RSUs under NIKE's Stock Incentive Plan and a Non‑Qualified Stock Option for 44,568 shares with a $77.37 exercise price and a 09/01/2035 expiration; the RSUs vest 25% annually over four years and the option vests 25% annually over four years. On 09/02/2025 the company withheld 880 shares to satisfy tax withholding upon RSU vesting (not an open‑market sale). Following these transactions she beneficially owned 31,328 Class B shares (direct) and 1,065 shares indirectly in a retirement plan.

Positive

• 13,735 RSUs granted under the NIKE Stock Incentive Plan, providing time‑based retention incentives
• 44,568 non‑qualified stock options granted with a clear exercise price ($77.37) and long expiration (09/01/2035)
• Tax withholding shares (880) were withheld by the company on RSU vesting and were not an open‑market sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity awards and tax withholding were reported; no unusual insider selling disclosed.

The Form 4 details standard compensation actions: a grant of Restricted Stock Units and a sizable non‑qualified stock option to the company's President, both subject to four‑year vesting schedules. The withholding of 880 shares was performed by the company to satisfy tax obligations upon RSU vesting and is explicitly noted as not an open‑market transaction. There is no information in the filing indicating discretionary open‑market sales or changes to governance commitments.

Compensation & Equity Analyst

TL;DR: Compensation elements align with typical executive equity incentives: time‑based RSUs plus long‑dated options.

The filing shows a mix of time‑based RSUs (13,735 RSUs, 25% vesting each anniversary) and a non‑qualified option for 44,568 shares with a stated $77.37 exercise price and a 09/01/2035 expiration. These instruments are standard for executive retention and long‑term alignment. The filing also records 1,065 shares held in the company 401(k) plan and continued direct ownership of 31,328 Class B shares after the withholding event.

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

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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^*

Montagne Amy

(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)
	PRESIDENT, NIKE

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	32,208	D
Class B Common Stock	09/02/2025		F(2)		880	D	$77.37	31,328(3)	D
Class B Common Stock								1,065	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 Ms. Montagne	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Amy Montagne report on Form 4 for NKE?

The filing reports a grant of 13,735 RSUs and a Non‑Qualified Stock Option for 44,568 shares with a $77.37 exercise price and a 09/01/2035 expiration.

Did Ms. Montagne sell any NKE shares in these transactions?

No open‑market sale is reported; 880 shares were withheld by the company on 09/02/2025 to satisfy tax withholding related to RSU vesting.

How many NIKE shares does Amy Montagne beneficially own after these transactions?

The Form 4 reports 31,328 Class B shares (direct) and 1,065 shares indirectly held in the company's 401(k) plan following the reported transactions.

What are the vesting terms disclosed for the RSUs and options?

The filing states RSUs vest 25% on each of the first four anniversaries of the grant; the option also vests with 25% on each of the first four anniversaries per the explanation.

Was the tax withholding for the RSU vesting an open‑market transaction?

No. The filing explicitly notes the shares were withheld by the company to satisfy tax withholding and were not an open‑market transaction.