[Form 4] Nike, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Heinle Treasure, EVP & Chief People Officer of NIKE, Inc. (NKE), reported equity awards and plan holdings. On 09/01/2025 she was granted 17,986 RSUs (vest 25% annually) and a non-qualified stock option covering 58,362 shares with a $77.37 exercise price (25% vesting each year over four years, expires 09/01/2035). On 09/02/2025, 963 shares were withheld to satisfy tax withholding upon RSU vesting. Following these transactions she directly beneficially owned 33,696.489 Class B shares and held 558 shares indirectly in NIKE's 401(k) plan.

Positive

• Equity awards align executive incentives through time‑based RSUs and options with four‑year vesting
• Significant option grant provides upside participation tied to future share performance

Negative

• Potential dilution from a 58,362‑share option grant could increase share overhang if exercised

Insights

Corporate Governance Expert

TL;DR: Executive compensation disclosures show standard time‑based equity awards that align executive incentives with shareholder value.

The Form 4 reports customary restricted stock units and a long‑dated non‑qualified option awarded to an executive officer, with standard four‑year vesting tranches. These grants are consistent with retention and alignment practices rather than one‑off transactional activity. The withholding of 963 shares for taxes is a routine administrative action following RSU vesting. For corporate governance review, key items are vesting schedule, exercise price ($77.37) and total potential dilution from the option pool.

Executive Compensation Analyst

TL;DR: The award mix (RSUs plus options) balances time‑based retention with upside participation; dilution and accounting expense should be monitored.

The combination of 17,986 RSUs and a 58,362‑share option grant represents a material compensation event for an officer level role. Vesting over four years promotes retention; the $77.37 strike ties upside to future stock performance. The immediate tax withholding (963 shares) reduces net share count received upon vesting. Investors reviewing compensation expense or potential share overhang should consider the full grant date fair value in NIKE's disclosures.

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^*

Heinle Treasure

(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 PEOPLE OFFICER

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)		17,986	A	$0	34,659.489	D
Class B Common Stock	09/02/2025		F(2)		963	D	$77.37	33,696.489(3)	D
Class B Common Stock								558	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		58,362		(5)	09/01/2035	Class B Common Stock	58,362	$0	58,362	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. Heinle	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).
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FAQ

What equity awards did NKE reporting person Heinle Treasure receive?

She received 17,986 RSUs on 09/01/2025 and a non‑qualified option for 58,362 shares with a $77.37 exercise price.

How do the RSU vesting terms work for Heinle Treasure's grant?

The RSUs vest 25% on each of the first four anniversaries of the grant date, per the filing.

Why were 963 shares reported as disposed on 09/02/2025?

Those 963 shares were withheld by the company to satisfy tax withholding obligations upon RSU vesting; not an open‑market sale.

How many NIKE Class B shares does Heinle Treasure beneficially own after these transactions?

The filing reports 33,696.489 Class B shares beneficially owned following the reported transactions.

Are there indirect holdings reported for Heinle Treasure?

Yes, the filing shows 558 shares held indirectly in the NIKE 401(k) Savings and Profit Sharing Plan.