NIKE insider filing: RSUs, option grant and employee-plan shares reported

Rhea-AI Filing Summary

NIKE, Inc. insider filing: Johanna Nielsen, VP & Corporate Controller, reported equity awards and purchases on 09/01/2025. She was granted 3,140 Class B common shares via Restricted Stock Units (RSUs) under NIKE's Stock Incentive Plan (vesting 25% annually over four years) and acquired 318 Class B shares through the Employee Stock Purchase/401(k) arrangements. Nielsen also received a Non-Qualified Stock Option to buy 12,560 shares at a $77.37 strike, exercisable 25% annually over four years and expiring 09/01/2035. After the reported transactions she beneficially owned 3,983.6133 Class B shares.

Positive

• Time‑vesting RSUs (3,140 shares) encourage retention by vesting 25% annually over four years
• Long‑dated stock option (12,560 shares, strike $77.37, expiring 09/01/2035) aligns executive incentives with long-term share performance
• Employee plan participation shown with 318 shares held via payroll/401(k), indicating executive investment alongside compensation

Negative

• None.

Insights

Compensation & Equity Analyst

TL;DR: Grants align executive pay with shareholder value via time-based RSUs and long-dated options; typical retention structure.

The awards are standard corporate retention and incentive instruments: time-vesting RSUs and a 10-year non-qualified option with a $77.37 strike. The 25% annual vesting over four years creates multi-year service incentives and delays full dilution. The filing shows both compensation grants and employee-plan share holdings, indicating routine equity-based pay rather than open-market purchases.

Corporate Governance Specialist

TL;DR: Disclosure is complete for this Form 4: amounts, vesting, and option terms are stated, supporting transparency.

The form identifies the reporting person, relationship to the issuer, transaction dates, security types, quantities, strike price, exercisability schedule, and beneficial ownership after the transactions. These details meet Section 16 reporting norms and allow investors to track insider compensation and potential future share issuance timing.

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^*

Nielsen Johanna

(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)
	VP: CORP CONTROLLER

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)		3,140	A	$0	3,983.6133(2)	D
Class B Common Stock								318	I	by Retirement Plan(3)

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		12,560		(4)	09/01/2035	Class B Common Stock	12,560	$0	12,560	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. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase Plan.

3. Shares held in account under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan.

4. 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 Ms. Nielsen	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.
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 transactions did Johanna Nielsen report on Form 4 for NKE?

She reported receipt of 3,140 RSU shares, acquisition of 318 Class B shares via employee plans, and a Non‑Qualified Stock Option for 12,560 shares at a $77.37 strike.

When were the transactions executed for the NKE Form 4?

All reported transactions are dated 09/01/2025, and the Form 4 was signed on 09/03/2025 by an attorney‑in‑fact.

What vesting or exercisability schedules apply to the awards?

Both the RSUs and the stock option vest/exercise with 25% of the grant on each of the first four anniversaries of the grant date.

How many NIKE shares does Nielsen beneficially own after these transactions?

The Form 4 reports 3,983.6133 Class B shares as beneficially owned following the transactions.

What is the expiration date of the option granted to Nielsen?

The non‑qualified stock option expires on 09/01/2035.