NIKE Form 4: Director Robert Swan receives 2,619 restricted shares

Rhea-AI Filing Summary

Robert Holmes Swan, a director of NIKE, Inc. (NKE), was granted 2,619 restricted Class B common shares on 09/09/2025 at a reported price of $0 under the NIKE, Inc. Stock Incentive Plan. After the grant he beneficially owns 34,602 shares directly and 1,580 shares indirectly through the Swan Family Revocable Trust. The restricted shares vest in full on the earlier of the next annual shareholders' meeting or the last day of the 12th full calendar month after the grant. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Swan on 09/11/2025.

Positive

• Restricted-share award disclosed: 2,619 Class B shares granted to a director under the company plan
• Clear ownership disclosure: 34,602 shares directly owned and 1,580 shares held indirectly via the Swan Family Revocable Trust
• Defined vesting terms: Restrictions lapse on the earlier of the next annual meeting or 12 months after grant, providing transparency on timing

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a routine restricted-share award; ownership and vesting schedule are disclosed.

The filing shows a non-cash equity grant of 2,619 Class B restricted shares to a company director under the issuer's stock incentive plan, increasing the director's reported direct ownership to 34,602 shares with an additional 1,580 shares held via a family trust. The grant price is reported as $0, indicating these are restricted-share awards rather than open-market purchases. The vesting triggers are time- and event-based: full vesting at the earlier of the next annual meeting or 12 months from grant. This is a standard executive/director compensation disclosure with limited immediate liquidity or cash impact reflected in the filing itself.

Corporate Governance Expert

TL;DR: Standard director equity compensation; vesting tied to shareholder meeting or one-year time-based milestone.

The Form 4 documents a customary restricted stock grant to a director and clarifies beneficial ownership including indirect holdings via a revocable trust. The clear vesting condition (earlier of next annual meeting or 12 months) aligns with short-term retention incentives. The filing includes a power-of-attorney signature by counsel, which is routine. From a governance disclosure perspective the form meets Section 16 reporting requirements and specifies the nature of indirect ownership.

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

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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^*

SWAN ROBERT HOLMES

(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	34,602	D
Class B Common Stock								1,580	I	by Trust(2)

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.

2. These shares are held by the Swan Family Revocable Trust.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Swan	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 transaction did the NIKE, Inc. (NKE) Form 4 disclose for Robert Holmes Swan?

The Form 4 discloses a grant of 2,619 restricted Class B shares to Mr. Swan on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan.

How many NIKE shares does Robert Holmes Swan beneficially own after the reported transaction?

Following the reported transaction he beneficially owns 34,602 shares directly and 1,580 shares indirectly through the Swan Family Revocable Trust.

What are the vesting conditions for the restricted shares granted to the NKE director?

The restrictions lapse in full on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month following the grant date.

What price was reported for the restricted shares in the Form 4?

The reported price for the restricted Class B shares is $0, indicating a grant rather than an open-market purchase.

Who signed the Form 4 for Robert Holmes Swan and when?

The Form 4 bears the signature of Kelsey A. Baldwin, attorney-in-fact for Mr. Swan dated 09/11/2025.