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

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

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.

Positive

  • None.

Negative

  • None.

Insights

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.

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.

Insider McCartney Philip
Role EVP: CHIEF INN,PROD&DSG OFCR
Sold 3,162 shs ($244K)
Type Security Shares Price Value
Sale Class B Common Stock 3,162 $77.21 $244K
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 35,592 shares (Direct); Class B Common Stock — 1,787 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 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. 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).
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.
* 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