Hill Elliott Receives RSUs and Options at $77.37 Exercise Price for NKE

Rhea-AI Filing Summary

Hill Elliott, identified as President & CEO and a director of NIKE, Inc. (NKE), received equity awards and recorded related share withholding. He was granted 50,687 restricted stock units (RSUs), bringing his beneficial ownership of Class B common stock to 115,375 shares after the grant. The filing shows 2,431 shares were withheld to satisfy tax obligations at a price of $77.37, leaving 112,944 beneficially owned shares. He also received a non-qualified stock option for 164,474 shares with an exercise price of $77.37, exercisable in scheduled tranches and expiring in 2035. The RSUs and the option vest in four equal annual installments (25% each year).

Positive

• Alignment with shareholders through RSUs and long‑dated options that reward stock price appreciation and retention
• Standard four‑year vesting (25% annually) supports executive retention
• Tax withholding handled via share withholding, indicating administrative settlement rather than open‑market sale

Negative

• Potential future dilution if options are exercised for 164,474 shares
• Exercise price set at $77.37 means value to the CEO requires share price appreciation above that level

Insights

Corporate Governance Expert

TL;DR: CEO equity grants align management with shareholders but are routine and non‑dilutive in the near term due to vesting and withholding.

The reported transactions are standard executive compensation actions: an RSU grant and an option grant with four‑year annual vesting and a long (10‑year) option term. The small open‑market disposition was an internal tax withholding, not a sale for liquidity. For governance, these awards indicate continued alignment of the CEO with shareholder interests, while the vesting schedule preserves retention incentives. Impact on outstanding shares depends on eventual option exercise, but immediate dilution is limited to shares underlying vested RSUs and future exercises.

Executive Compensation Analyst

TL;DR: Grant structure (RSUs + long‑dated option) mixes retention and upside; exercise price equals withheld share price, consistent with grant pricing.

The package combines restricted stock units that deliver value over time with a non‑qualified option providing upside if share price rises above $77.37. The four‑year 25% vesting schedule is typical and supports retention. The option’s 10‑year life is standard for executive grants. The withholding of 2,431 shares to satisfy taxes is an administrative, non‑market transaction and reduces immediate share count held by the reporting person.

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^*

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)
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)		50,687	A	$0	115,375	D
Class B Common Stock	09/02/2025		F(2)		2,431	D	$77.37	112,944	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
Non-Qualified Stock Option (Right to Buy)	$77.37	09/01/2025		A		164,474		(3)	09/01/2035	Class B Common Stock	164,474	$0	164,474	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. 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. Hill	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 equity awards did Hill Elliott receive in the Form 4 for NKE?

The filing reports a grant of 50,687 RSUs and a non‑qualified stock option for 164,474 shares with an exercise price of $77.37.

How many Nike (NKE) shares does Hill Elliott beneficially own after these transactions?

Following the reported transactions, Hill Elliott beneficially owned 112,944 Class B shares after withholding; the filing shows 115,375 immediately after the RSU grant before withholding.

Why were 2,431 NKE shares disposed of in the filing?

The filing explains those 2,431 shares were withheld by the company to satisfy tax withholding obligations upon vesting of RSUs, not sold in the open market.

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

Both the RSUs and the option vest in four annual installments of 25% each; the option expires in 2035 and is exercisable in scheduled tranches.

What is the exercise price of the granted stock option in the NKE Form 4?

The non‑qualified stock option has an exercise price of $77.37 per share.