Philip Knight gifts 4.5M NIKE (NKE) Class B shares to spouse

Rhea-AI Filing Summary

NIKE, Inc.’s Chairman Emeritus Philip H. Knight reported a large internal family transfer of NIKE Class B Common Stock. On February 11, 2026, 4,500,000 Class B shares were transferred to his spouse as a bona fide gift for no consideration.

After this gift, Knight’s direct holdings in NIKE Class B stock stand at 8,335,687 shares. The 4,500,000 shares are held directly by his spouse, Penelope P. Knight, and are reported as indirectly owned; Knight expressly disclaims beneficial ownership of those spouse-held shares for Section 16 and other purposes.

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^*

KNIGHT PHILIP H

(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
	Officer (give title below)	X	Other (specify below)
			Chairman Emeritus

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		G(1)		4,500,000	D	$0	8,335,687	D
Class B Common Stock	02/11/2026		G(1)		4,500,000	A	$0	4,500,000	I	by Spouse(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. Shares transferred to the reporting person's spouse for no consideration.

2. Shares held directly by spouse, Penelope P. Knight. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Knight	02/13/2026
	** 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 Philip H. Knight report at NIKE (NKE)?

Philip H. Knight reported a bona fide gift of 4,500,000 shares of NIKE Class B Common Stock to his spouse. The transfer occurred on February 11, 2026 and was made for no consideration, meaning no payment was received.

How many NIKE (NKE) shares did Philip H. Knight transfer and at what price?

He transferred 4,500,000 shares of NIKE Class B Common Stock to his spouse at a reported price of $0 per share. The Form 4 characterizes this movement as a bona fide gift, not a market sale or purchase.

What are Philip H. Knight’s direct NIKE (NKE) holdings after this Form 4 gift?

Following the reported gift, Philip H. Knight directly holds 8,335,687 shares of NIKE Class B Common Stock. This figure reflects his remaining direct ownership after the 4,500,000-share transfer to his spouse on February 11, 2026.

Who now holds the 4,500,000 NIKE (NKE) shares gifted by Philip H. Knight?

The 4,500,000 NIKE Class B shares are held directly by his spouse, Penelope P. Knight. The filing notes the transfer was for no consideration, and that Philip H. Knight disclaims beneficial ownership of these spouse-held securities.

Does Philip H. Knight claim beneficial ownership of his spouse’s NIKE (NKE) shares?

No. The Form 4 states that the shares are held directly by his spouse, Penelope P. Knight, and that he disclaims beneficial ownership of these securities for Section 16 and any other purpose, despite their appearance as indirectly owned.

What transaction code is used for the NIKE (NKE) shares transferred by Philip H. Knight?

The transaction is coded “G” on the Form 4, which denotes a bona fide gift. This confirms the 4,500,000 NIKE Class B shares were transferred to his spouse as a gift rather than a sale or open-market transaction.