NKE Form 4: Director receives 2,619 restricted Class B shares under incentive plan

Rhea-AI Filing Summary

NIKE, Inc. (NKE) director Henry Peter B. received 2,619 restricted Class B common shares on 09/09/2025 under the company's Stock Incentive Plan, at no cash price, increasing his beneficial ownership to 11,099 shares. 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 grant, per the filing. The Form 4 was signed by an attorney-in-fact on 09/11/2025. The filing reports a routine director equity award designed as short-term restricted stock rather than an option or sale.

Positive

• Director received equity alignment: 2,619 restricted Class B shares granted to align director interests with shareholders
• Short vesting period: Restrictions lapse within one year or by the next annual meeting, promoting near-term retention

Negative

• None.

Insights

Financial Analyst

Routine director equity grant; small ownership increase, limited market impact.

The filing shows a non-cash acquisition of 2,619 Class B restricted shares by a company director under the NIKE Stock Incentive Plan, bringing total beneficial ownership to 11,099 shares. The award vests within a short window (next annual meeting or 12 months), indicating a retention/incentive purpose rather than long-term performance-based comp. For investors, this is a common governance practice and is unlikely to materially affect company financials or share supply.

Corporate Governance Expert

Standard director award with short vesting; governance signal but not materially informative.

The disclosure is consistent with typical compensation governance: restricted stock granted to a director, zero purchase price, and a short lapse schedule. The structure suggests alignment with near-term board retention and customary equity-based compensation policies. There is no indication of atypical timing, size relative to outstanding shares, or linked performance metrics 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^*

Henry Peter B.

(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	11,099	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. Henry	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 transaction did the Form 4 for NKE report?

The filing reports the acquisition of 2,619 restricted Class B common shares by director Henry Peter B. on 09/09/2025 under NIKE's Stock Incentive Plan.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction the reporting person beneficially owns 11,099 shares.

What are the vesting conditions for the restricted shares?

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

Was there any cash paid for the shares reported on the Form 4?

No cash was reported; the acquisition price is listed as $0 indicating a grant of restricted shares.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Kelsey A. Baldwin, attorney-in-fact for the reporting person on 09/11/2025 as shown in the filing.