Nike (NYSE: NKE) affiliate logs 5M-share Class A to Class B-linked move

Rhea-AI Filing Summary

NIKE, Inc. insider activity centers on a large internal equity move involving Class A shares. A derivative position tied to 5,000,000 shares of Class A Common Stock, which is convertible at any time on a one-for-one basis into 5,000,000 shares of Class B Common Stock, was reported with transaction code J. The notes state this was a private pro rata distribution to members of Swoosh, LLC, indicating a redistribution among that entity’s members rather than an open-market trade. Following the transaction, 221,750,000 derivative securities linked to Class B Common Stock were reported as beneficially owned on a direct basis.

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^*

Swoosh, LLC

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

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

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
Class A Common Convertible	(1)	12/29/2025		J(2)			5,000,000	(1)	(1)	Class B Common Stock	5,000,000	$0(2)	221,750,000	D

Explanation of Responses:

1. Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date.

2. Private pro rata distribution to members of Swoosh, LLC.

	/s/ Raymond Durham, Vice President of Swoosh, LLC	12/30/2025
	** 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 insider transaction did NIKE (NKE) report in this Form 4?

The filing reports a transaction coded J involving a derivative security tied to 5,000,000 shares of Class A Common Stock, described as a private pro rata distribution to members of Swoosh, LLC.

How are NIKE Class A and Class B shares related in this insider filing?

The filing explains that Class A Common Stock is convertible at any time on a one-for-one basis into Class B Common Stock with no expiration date, linking the 5,000,000 Class A shares to 5,000,000 Class B shares.

How many derivative securities did the reporting person hold after the NIKE transaction?

After the reported transaction, the filing shows 221,750,000 derivative securities beneficially owned, relating to Class B Common Stock, held in direct ownership form.

Who executed the NIKE insider filing related to Swoosh, LLC?

The form is signed "/s/ Raymond Durham, Vice President of Swoosh, LLC", indicating that it was submitted on behalf of Swoosh, LLC by its vice president.

What does transaction code J mean in this NIKE (NKE) Form 4?

The transaction is labeled with code J, and the explanation provided states that it reflects a private pro rata distribution to members of Swoosh, LLC, rather than a standard open-market purchase or sale.