NKE Form 4: EVP McCartney disposes 3,162 Class B shares in market trades

Rhea-AI Filing Summary

Nike, Inc. (NKE) Form 4 shows an insider sale and continued holdings. Philip McCartney, an executive officer (EVP, Chief Innovation, Product & Design Officer), sold 3,162 shares of Class B common stock on 08/13/2025 at a weighted average price of $77.21, reducing his direct holding to 35,592 shares. The filing notes 1,787 Class B shares are held indirectly via the company's retirement plan and some shares include Employee Stock Purchase Plan acquisitions. The sale complied with company trading windows and was executed in multiple transactions at prices between $77.21 and $77.22.

Insights

Securities Analyst

TL;DR: Insider sale of 3,162 shares at ~$77 reflects routine, policy-compliant transactions rather than a disclosed material change.

The sale was executed within company-approved trading windows and is described as market transactions in multiple tranches at a narrow price range. The reporting person still retains a meaningful direct stake (35,592 shares) plus indirect 401(k) holdings, indicating continued ownership exposure. Without additional context on total insider holdings or transaction size relative to outstanding shares, this behavior appears routine and not demonstrably signal-bearing on corporate fundamentals.

Corporate Governance Expert

TL;DR: Form 4 documents compliance with trading policies and discloses retirement-plan and ESPP holdings; no governance red flags in the filing.

The disclosure includes the required footnotes: policy timing, weighted-average pricing, ESPP and 401(k) accounts, and an attorney-in-fact signature. The clarity around price range and the offer to provide per-trade details supports regulatory transparency. There are no indications of rule 10b5-1 plan use for these transactions in this filing.

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
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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)
08/13/2025

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	08/13/2025(1)		S		3,162	D	$77.21(2)	35,592(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

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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.21 to $77.22, inclusive. The reporting person undertakes to provide NIKE, Inc., any security holder of NIKE, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote (2) to this Form 4.

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. McCartney	08/14/2025
	** 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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