[Form 4] Nike, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Windtree Therapeutics (WINT) 8-K: On 29-Jul-2025 director Leanne Kelly resigned from the Board and as Audit Committee chair, effective immediately. The filing gives no reason for her departure.

On 3-Aug-2025 the Board appointed Andrew Kucharchuk—currently CFO of Cero Therapeutics Holdings and an experienced biotech financial executive—to fill the vacant seat and assume the Audit Committee chairmanship. The Board confirmed his independence under Nasdaq and SEC rules.

No related-party dealings, inducement equity grants, or special compensation were disclosed; he will receive only standard Board cash fees. His term runs until a successor is elected or otherwise removed.

• Governance continuity re-established within five days of resignation.
• Audit Committee independence preserved, mitigating internal-control risk.

Insights

Corporate Governance Expert

TL;DR: Board seat vacated then filled; audit oversight continuity preserved; impact limited.

Kelly’s sudden exit removes an experienced audit chair, a potential red flag for investors monitoring internal-control quality. However, the swift installation of Kucharchuk—whose résumé spans multiple public-company CFO roles—restores audit oversight and meets independence standards, alleviating most governance risk. Because compensation and related-party concerns are absent, the event is largely procedural. Unless Ms. Kelly’s reasons imply underlying issues (not disclosed here), the filing is neutral for valuation but maintains regulatory compliance.

Portfolio Manager

TL;DR: Routine governance shuffle; watch for follow-up disclosure on Kelly’s motives.

From a portfolio standpoint, turnover in audit leadership can hint at future accounting surprises, yet Windtree acted quickly, limiting disruption. Kucharchuk’s breadth of biotech finance experience is a plus, but investors should monitor upcoming Q3 results for any audit commentary and scrutinize whether Ms. Kelly’s departure signals strategic disagreement. With no financial guidance changes, the stock reaction should be muted.

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^*

Friend Matthew

(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: CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F(1)		2,688	D	$74.69	29,408.1752(2)	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

Explanation of Responses:

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

2. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase Plan.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Friend	08/04/2025
	** 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

Why did Leanne Kelly resign from Windtree Therapeutics (WINT)?

The 8-K states that Ms. Kelly tendered her resignation on 29-Jul-2025 but does not provide a reason.

Who replaced Leanne Kelly on Windtree’s Board?

Andrew Kucharchuk was appointed on 3-Aug-2025 as director and Audit Committee chair.

Is Andrew Kucharchuk considered independent under Nasdaq rules?

Yes. The Board determined he meets all Nasdaq and SEC independence standards.

Did the new director receive any special compensation or stock grants?

No. He will receive only the normal cash fees paid to all Windtree directors.

Will the leadership change affect Windtree’s Nasdaq listing status?

No impact is expected because the Audit Committee remains chaired by an independent director.