NKE Form 4: John W. Rogers Jr. Receives 2,619 Restricted Class B Shares

Rhea-AI Filing Summary

John W. Rogers Jr., a director of NIKE, Inc. (NKE), was granted 2,619 restricted Class B common shares on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan. The shares were issued at a reported price of $0 and increase his total beneficial ownership to 37,022 Class B shares following the grant. The restricted shares vest in full on the earlier of the next annual shareholders meeting or the last day of the 12th full calendar month after the grant date.

Positive

• 2,619 restricted Class B shares granted to Director John W. Rogers Jr. under the NIKE, Inc. Stock Incentive Plan
• Vesting completes within 12 months or at next annual meeting, aligning near-term director incentives with shareholders
• Beneficial ownership increased to 37,022 Class B shares, quantifying the director's stake post-grant

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a modest grant of restricted shares, a routine compensation action with limited immediate market impact.

The 2,619-share restricted grant at $0 is typical director compensation and does not dilute publicly traded common shares directly because these are Class B shares recorded as beneficial ownership change. The increase to 37,022 Class B shares quantifies the director's stake but, standing alone, is immaterial to company valuation or capital structure based on the data provided.

Corporate Governance Expert

TL;DR: Vesting schedule is short-term and standard; disclosure follows Section 16 reporting requirements.

The award vests on the earlier of the next annual meeting or within 12 months, which implies near-term alignment incentives between the director and shareholders. The Form 4 is timely and signed by an attorney-in-fact, indicating proper procedural compliance. No additional governance issues are disclosed in this filing.

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^*

ROGERS JOHN W JR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		A(1)		2,619	A	$0	37,022	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. Restricted shares granted on 09/09/2025 under the NIKE, Inc. Stock Incentive Plan. The restrictions lapse with respect to 100% of the shares on the earlier of the date of the next annual meeting of shareholders, or the last day of the 12th full calendar month following the date of grant.

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Rogers	09/11/2025
	** 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 John W. Rogers Jr. report in the Form 4 for NKE?

He reported a grant of 2,619 restricted Class B common shares on 09/09/2025, increasing his beneficial ownership to 37,022 shares.

What is the price and type of the securities reported?

Class B common stock granted at a reported price of $0 (restricted shares under the NIKE, Inc. Stock Incentive Plan).

When do the restricted shares vest according to the filing?

They vest in full on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month after the grant date.

Who filed and signed the Form 4 for this transaction?

The Form 4 was signed by Kelsey A. Baldwin, attorney-in-fact for Mr. Rogers, dated 09/11/2025.

Does this Form 4 disclose any derivative transactions or disposals?

No. The filing lists only a non-derivative acquisition of restricted Class B shares and no derivative transactions or disposals.