NKE Insider Filing: Chief Legal Officer Receives RSUs and Options at $77.37 Strike

Rhea-AI Filing Summary

Nike, Inc. (NKE) Form 4 filed for Robert Leinwand, EVP & Chief Legal Officer. The filing reports non-derivative and derivative equity awards and internal plan holdings. On 09/01/2025 Mr. Leinwand was granted 17,986 Class B common stock RSUs (vest 25% annually) and a non-qualified stock option covering 58,362 shares with a $77.37 exercise price and a 09/01/2035 expiration; the option vests 25% on each of the first four anniversaries. On 09/02/2025 864 Class B shares were withheld to satisfy tax withholding upon RSU vesting. Following these transactions he beneficially owned 45,874.2318 Class B shares (direct) and 1,464 shares indirectly via the company 401(k) plan.

Insights

Securities Analyst

TL;DR: Insider received equity compensation (RSUs and options) with routine withholding; holdings modestly increased but no open-market purchases reported.

The Form 4 documents standard compensation-related equity grants rather than open-market trading. The grant of 17,986 RSUs and a 58,362-share option at a $77.37 strike are consistent with incentive compensation practices. The withholding of 864 shares to cover taxes is an administrative, non-market transaction. Reported beneficial ownership totals are stated precisely; there is no disclosure here of cash purchases, sales, or changes to control.

Corporate Governance Expert

TL;DR: Filing reflects routine executive compensation and tax-withholding mechanics; no governance issues disclosed.

The disclosure specifies vesting schedules (25% annual vesting for RSUs and options) and identifies holdings held directly and indirectly (including the 401(k) and ESPP). All items are documented with transaction codes and quantities, including a clear statement that withheld shares were used for tax obligations. The form is procedural and does not reveal departures, extraordinary compensation terms, or related-party transactions beyond standard plans.

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^*

Leinwand Robert

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		A(1)		17,986	A	$0	46,738.2318	D
Class B Common Stock	09/02/2025		F(2)		864	D	$77.37	45,874.2318(3)	D
Class B Common Stock								1,464	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
Non-Qualified Stock Option (Right to Buy)	$77.37	09/01/2025		A		58,362		(5)	09/01/2035	Class B Common Stock	58,362	$0	58,362	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") granted under the NIKE, Inc. Stock Incentive Plan; 25% of the total number of RSUs granted vest on each of the first four anniversaries of the date of the grant.

2. Shares withheld by the Company to satisfy tax withholding obligations upon vesting of RSUs; not an open market transaction.

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.

5. Stock Option granted under the NIKE, Inc. Stock Incentive Plan; it becomes exercisable with respect to 25% of the shares on each of the first four anniversaries of the date of the grant.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Leinwand	09/03/2025
	** 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.
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FAQ

What did Robert Leinwand report on the Form 4 for NKE?

The filing reports a grant of 17,986 RSUs on 09/01/2025, a non-qualified option for 58,362 shares at $77.37, and withholding of 864 shares on 09/02/2025 to satisfy taxes.

How many Nike shares does Mr. Leinwand beneficially own after the transactions?

He beneficially owns 45,874.2318 Class B shares directly and 1,464 shares indirectly via the NIKE 401(k) plan.

What are the vesting and expiration terms disclosed for the option and RSUs?

Both the RSUs and the option vest 25% on each of the first four anniversaries of the grant date; the option expires on 09/01/2035.

Was the share withholding an open-market sale?

No. The filing states the 864 shares withheld were used to satisfy tax withholding upon RSU vesting and were not an open-market transaction.

Does the Form 4 indicate any change in control or unusual transactions?

No. The document discloses routine compensation-related transactions and plan holdings only.