Philip Knight shifts 4.5M NIKE (NKE) Class A shares into Class B stock

Rhea-AI Filing Summary

NIKE Chairman Emeritus Philip H. Knight reported a large share conversion between classes of stock. On February 2, 2026, he converted 4,500,000 shares of Class A Common Stock into 4,500,000 shares of Class B Common Stock at a stated price of $0.

After the transaction, Knight directly held 27,479,487 Class A Common Convertible shares and 12,835,687 Class B Common Stock shares521,792 Class B shares are held by his spouse, with Knight explicitly disclaiming beneficial ownership of those shares.

Insights

Equity ownership and governance analyst

Philip Knight shifted 4.5M NIKE shares from Class A to Class B with no sale.

The filing shows Philip H. Knight converting 4,500,000 shares of Class A Common Stock into Class B Common Stock on February 2, 2026, coded as a conversion at a stated price of $0. This is a change in share class, not a cash sale.

Following the transaction, Knight directly holds 27,479,487 Class A Common Convertible shares and 12,835,687 Class B Common Stock shares. A further 521,792 Class B shares are held by his spouse, with beneficial ownership expressly disclaimed, indicating they should be attributed to the spouse for economic interest.

The filing also confirms Class A shares are convertible into Class B on a one-for-one basis with no expiration date. Future ownership disclosures in company filings may provide additional context on how Knight’s mix of Class A and Class B holdings evolves over time.

Insider Trade Summary

4,500,000 shares exercised/converted

Mixed 3 txns

Insider KNIGHT PHILIP H

Role Insider

Type	Security	Shares	Price	Value
Conversion	Class A Common Convertible	4,500,000	$0.00	--
Conversion	Class B Common Stock	4,500,000	$0.00	--
holding	Class A Common Convertible	--	--	--

Holdings After Transaction: Class A Common Convertible — 27,479,487 shares (Direct); Class B Common Stock — 12,835,687 shares (Direct); Class A Common Convertible — 521,792 shares (Indirect, by Spouse)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

02/04/2026 - 06:13 PM

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
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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^*

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)
02/02/2026

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	02/02/2026		C		4,500,000	A	$0(1)	12,835,687	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
Class A Common Convertible	(1)	02/02/2026		C			4,500,000	(1)	(1)	Class B Common Stock	4,500,000	$0	27,479,487	D
Class A Common Convertible	(1)							(1)	(1)	Class B Common Stock	521,792		521,792	I	by Spouse(2)

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. 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	02/04/2026
	** 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 in NIKE (NKE) shares?

Philip H. Knight reported converting 4,500,000 shares of NIKE Class A Common Stock into 4,500,000 shares of Class B Common Stock. The transaction, dated February 2, 2026, was coded as a conversion at a stated price of $0 per share, with no sale disclosed.

How many NIKE Class B shares does Philip H. Knight hold after this Form 4?

After the reported transaction, Philip H. Knight directly holds 12,835,687 shares of NIKE Class B Common Stock. These shares resulted in part from the conversion of 4,500,000 Class A shares into Class B shares, as disclosed in the February 2, 2026 insider filing.

What are Philip H. Knight’s NIKE Class A holdings after the reported conversion?

Following the transaction, Philip H. Knight beneficially owns 27,479,487 shares of NIKE Class A Common Stock classified as Class A Common Convertible. These Class A shares are convertible into Class B Common Stock on a one-for-one basis at any time, with no stated expiration date.

How does the Form 4 describe the conversion terms for NIKE Class A Common Stock?

The filing states that NIKE Class A Common Stock is convertible at any time into Class B Common Stock on a one-for-one basis. It also notes there is no expiration date on this conversion feature, meaning holders can convert their Class A shares to Class B whenever they choose.

How many NIKE shares related to Philip H. Knight are held by his spouse?

The Form 4 reports 521,792 NIKE Class B Common Stock shares held by Knight’s spouse, Penelope P. Knight. The filing specifies that these shares are held by the spouse and that Philip H. Knight disclaims beneficial ownership of them for securities law purposes.

Did Philip H. Knight receive cash for converting NIKE Class A to Class B shares?

No cash consideration is disclosed for the conversion. The transaction is reported with a price of $0 per share, indicating a non-cash conversion of 4,500,000 NIKE Class A Common Stock shares into an equal number of Class B Common Stock shares on February 2, 2026.