Nike EVP uses shares for RSU tax withholding

NIKE, Inc. executive Robert Leinwand, EVP and Chief Legal Officer, reported a routine tax-related share disposition linked to equity compensation.

Accepted by SEC EDGAR 02/12/2026 - 04:16 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NIKE, Inc. executive Robert Leinwand, EVP and Chief Legal Officer, reported a routine tax-related share disposition linked to equity compensation. On February 10, 2026, 4,647 shares of Class B Common Stock were withheld by the company at $62.41 per share to cover tax obligations upon RSU vesting, which is not an open market transaction. After this, he held 70,727.2318 Class B shares directly, plus 1,481 Class B shares indirectly through The NIKE, Inc. 401(k) Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 4,647 shares

Exercise Price or Tax Liability 1 txn

Insider Leinwand Robert

Role EVP: Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class B Common Stock	4,647	$62.41	$290K
Holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 70,727.2318 shares (Direct); Class B Common Stock — 1,481 shares (Indirect, by Retirement Plan)

Footnotes (2)

1. F1. Shares withheld by the Company to satisfy tax withholding obligations upon vesting of RSUs; not an open market transaction.
2. F2. Shares held in account under The NIKE, Inc. 401(k) Plan.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NIKE (NKE) report for Robert Leinwand?

NIKE reported that EVP and Chief Legal Officer Robert Leinwand had 4,647 Class B shares withheld to satisfy RSU tax obligations. This was coded as transaction F, meaning payment of tax liability by delivering securities, not an open market trade.

Was the NIKE (NKE) Robert Leinwand Form 4 a market sale of shares?

No, the Form 4 shows shares withheld by NIKE to satisfy tax withholding on vested RSUs. The footnote states this was not an open market transaction, so it reflects administrative tax settlement rather than a discretionary stock sale.

How many NIKE (NKE) shares does Robert Leinwand hold after this Form 4?

Following the reported tax-withholding disposition, Robert Leinwand beneficially owns 70,727.2318 Class B shares directly. He also holds 1,481 additional Class B shares indirectly through an account in The NIKE, Inc. 401(k) Plan, as disclosed in the filing.

What does transaction code F mean in the NIKE (NKE) Form 4 filing?

Transaction code F in this Form 4 indicates payment of an exercise price or tax liability by delivering securities. Here, 4,647 NIKE Class B shares were withheld by the company to cover tax obligations when restricted stock units vested.

How were the indirect NIKE (NKE) shares of Robert Leinwand reported?

The Form 4 reports 1,481 Class B shares as indirectly owned by Robert Leinwand. A footnote specifies these shares are held in an account under The NIKE, Inc. 401(k) Plan, distinguishing them from his directly held Class B share position.

Does the NIKE (NKE) Form 4 indicate ongoing equity compensation for Robert Leinwand?

The filing references vesting of restricted stock units, implying equity-based compensation. Shares were withheld to cover associated tax obligations, which is typical for RSU vesting, and the report updates his direct and indirect Class B share holdings afterward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
02/10/2026

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	02/10/2026		F(1)		4,647	D	$62.41	70,727.2318	D
Class B Common Stock								1,481	I	by Retirement Plan(2)

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

2. Shares held in account under The NIKE, Inc. 401(k) Plan.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Leinwand	02/12/2026
	** 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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