NIKE insider RSU tax withholding: 4,805 shares, $67.38 price

Rhea-AI Filing Summary

NIKE (NKE) reported an insider Form 4 showing tax withholding on restricted stock units. On 10/14/2025, the reporting person had 4,805 Class B shares withheld at $67.38 per share under transaction code F, which indicates shares were retained by the company to satisfy withholding taxes upon RSU vesting.

After this non‑market transaction, the insider directly holds 108,139 Class B shares. The filer is listed as both Director and Officer (PRESIDENT & CEO). The explanation clarifies this was not an open market transaction.

Insights

Insider transactions analyst

Routine RSU tax withholding; no open market sale.

The filing records a code F event: 4,805 Class B shares withheld at $67.38 on 10/14/2025 to cover taxes upon RSU vesting. Code F indicates company retention of shares for withholding, not a sale into the market.

The reporting person remains a Director and the PRESIDENT & CEO, with 108,139 shares directly owned after the event. Because this is administrative and not a discretionary sale, market impact is typically limited.

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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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^*

Hill Elliott

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025

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	10/14/2025		F(1)		4,805	D	$67.38	108,139	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.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Hill	10/16/2025
	** 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 did NIKE (NKE) disclose in this Form 4?

An insider had 4,805 Class B shares withheld at $67.38 to cover taxes on RSU vesting on 10/14/2025 (transaction code F).

Was this an open market sale of NKE shares?

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

How many NIKE shares does the insider hold after the transaction?

The insider beneficially owns 108,139 Class B shares directly after the transaction.

Who is the reporting person’s relationship to NIKE?

The filer is listed as a Director and Officer (PRESIDENT & CEO).

What does transaction code F mean on a Form 4?

Code F indicates shares withheld by the company to satisfy tax withholding obligations upon equity award vesting.