NKE Insider Filing: Matthew Friend Receives RSUs and Stock Option; Tax-Withholding Occurs

Rhea-AI Filing Summary

NIKE, Inc. (NKE) Form 4 for Matthew Friend shows insider equity awards and routine withholding tied to compensation. On 09/01/2025 Mr. Friend was granted 26,161 RSUs under NIKE's Stock Incentive Plan that vest 25% annually over four years and a non-qualified stock option for 84,890 shares with a $77.37 exercise price exercisable over ten years beginning 09/01/2025. On 09/02/2025 1,255 shares were withheld to satisfy tax withholding upon RSU vesting; the reporting shows 54,314.1752 and 55,569.1752 shares beneficially owned at intervals and includes shares acquired under the Employee Stock Purchase Plan. Transactions are compensation-related rather than open-market trades.

Positive

• 26,161 RSUs granted under NIKE's Stock Incentive Plan with a clear 25% annual vesting schedule
• Non-qualified stock option for 84,890 shares granted with a defined $77.37 exercise price and a ten-year term
• Included shares from Employee Stock Purchase Plan, indicating participation in company compensation programs

Negative

• 1,255 shares withheld on 09/02/2025 to satisfy tax withholding upon RSU vesting (not an open-market sale)
• Potential future dilution from 84,890-option and 26,161-RSU awards as they vest/are exercised

Insights

Corporate Governance Expert

TL;DR: Compensation-based grants and standard tax-withholding; routine for executive officers.

The Form 4 documents standard long-term incentive compensation for NIKE's EVP/CFO: time-vesting RSUs and a ten-year non-qualified option. The RSU vesting schedule (25% per year) and the option terms align with common retention-focused practices. The share withholding on 09/02/2025 is identified as a tax-withholding event, not an open-market sale. For governance review, these transactions reflect typical executive pay delivery with no indications of special-deal timing or material non-routine dispositions in the filing.

Securities Analyst

TL;DR: Awards increase potential future dilution but are routine; limited immediate market impact.

The grant of 26,161 RSUs and an option covering 84,890 shares creates future share issuance as awards vest/exercise, which could modestly increase share count over time. The $77.37 exercise price sets the strike for potential option exercise economics. The 1,255-share withholding was to satisfy taxes on vesting and is not an open-market disposition. These are routine compensation events and are unlikely to be material to near-term valuation absent larger aggregate grant programs.

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

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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^*

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)
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)		26,161	A	$0	55,569.1752	D
Class B Common Stock	09/02/2025		F(2)		1,255	D	$77.37	54,314.1752(3)	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		84,890		(4)	09/01/2035	Class B Common Stock	84,890	$0	84,890	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. Includes shares acquired pursuant to NIKE, Inc.'s Employee Stock Purchase 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 Mr. Friend	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).
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FAQ

What transactions did Matthew Friend report on the Form 4 for NKE?

The Form 4 reports a grant of 26,161 RSUs on 09/01/2025, a non-qualified stock option for 84,890 shares with a $77.37 exercise price, and 1,255 shares withheld for taxes on 09/02/2025.

What are the vesting and exercisability terms disclosed?

The RSUs vest 25% on each of the first four anniversaries of the grant. The option becomes exercisable with respect to 25% of the shares on each of the first four anniversaries and expires on 09/01/2035.

Was the 1,255-share transaction an open-market sale?

No. The filing states the 1,255 shares were withheld by the company to satisfy tax withholding obligations upon RSU vesting and was not an open market transaction.

What exercise price was set for the stock option?

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

How many shares did the reporting person beneficially own after the transactions?

The filing shows beneficial ownership amounts of 55,569.1752 shares after the 09/01/2025 RSU grant and 54,314.1752 shares after the 09/02/2025 withholding event (inclusive of certain plan-acquired shares).