NKE Form 4: Michelle Peluso Receives 2,619 Restricted Class B Shares

Rhea-AI Filing Summary

Michelle A. Peluso, a Nike, Inc. director, received 2,619 restricted shares of Class B Common Stock on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan. The grant was reported on a Form 4 filed jointly by one reporting person and executed by an attorney-in-fact on 09/11/2025. The transaction shows an acquisition (A) of 2,619 shares at a reported price of $0, increasing Ms. Peluso's beneficial ownership to 32,814 shares. The awarded restricted shares vest in full on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month after the grant date.

Positive

• Acquisition disclosed: 2,619 restricted shares of Class B Common Stock were acquired on 09/09/2025.
• No cash paid reported: Transaction price is listed as $0, consistent with a restricted share grant under the Stock Incentive Plan.
• Clear vesting terms: Restrictions lapse in full at the earlier of the next annual meeting or the last day of the 12th full calendar month after grant.
• Post-transaction ownership disclosed: Beneficial ownership increased to 32,814 shares, providing transparency under Section 16 reporting.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a short-term restricted stock award of 2,619 Class B shares that vests by the next annual meeting or within 12 months.

The Form 4 discloses a routine equity award to a board director under Nike's Stock Incentive Plan. The grant is non-cash ($0 listed) and increases reported beneficial ownership to 32,814 Class B shares. The vesting condition—100% lapse at the earlier of the next annual meeting or 12 months—indicates a short-term retention/align­ment element typical for director compensation. The filing is informational and does not disclose additional transactions, derivative positions, or changes to long-term incentive structures.

Securities Compliance Analyst

TL;DR: Filing appears complete for the disclosed restricted-share grant and follows Section 16 reporting conventions.

The Form 4 includes required elements: reporting person identity and address, issuer symbol (NKE), transaction date (09/09/2025), transaction code (A(1)), amount acquired (2,619), price ($0), and post-transaction beneficial ownership (32,814). The explanation clarifies the vesting schedule. Signature by an attorney-in-fact is present and dated 09/11/2025. No derivative securities or other dispositions are reported on this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PELUSO MICHELLE A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	2,619	$0.00	--

Holdings After Transaction: Class B Common Stock — 32,814 shares (Direct)

Footnotes (1)

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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^*

PELUSO MICHELLE A

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		A(1)		2,619	A	$0	32,814	D

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. Restricted shares granted on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan. The restrictions lapse with respect to 100% of the shares on the earlier of the date of the next annual meeting of shareholders, or the last day of the 12th full calendar month following the date of grant.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Ms. Peluso	09/11/2025
	** 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.

FAQ

What did Michelle A. Peluso report on the Form 4 for NKE?

She reported acquiring 2,619 restricted shares of Class B Common Stock on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan, with the filing dated 09/11/2025.

How many shares does Michelle Peluso beneficially own after the transaction (NKE)?

32,814 shares of Class B Common Stock are reported as beneficially owned following the reported transaction.

What are the vesting conditions for the restricted shares granted to Michelle Peluso?

All restrictions lapse 100% on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month following 09/09/2025.

Was any derivative security reported by Michelle Peluso in this Form 4?

No derivatives were reported. Table II shows no entries for derivative securities in this filing.

What transaction code was used to report the acquisition on the Form 4?

Transaction code A(1) was used to report the acquisition of restricted shares on 09/09/2025.