Nike insider filing shows RSU grant, option award and tax-withheld shares

Rhea-AI Filing Summary

NIKE, Inc. (NKE) reporting person Craig A. Williams, EVP and Chief Commercial Officer, disclosed routine equity compensation transactions. On 09/01/2025 he was granted 26,161 restricted stock units (RSUs) under NIKE's Stock Incentive Plan; these RSUs vest 25% on each of the first four anniversaries of the grant. On 09/02/2025, 1,818 shares were withheld to satisfy tax withholding obligations related to RSU vesting at a withholding price of $77.37. Following these transactions his beneficial ownership moved from 115,899.8281 to 114,081.8281 shares. Separately, on 09/01/2025 he was granted a non-qualified stock option to buy 84,890 shares at an exercise price of $77.37, exercisable over four years and expiring 09/01/2035. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• RSU grant of 26,161 supports executive retention and aligns management incentives with shareholder value
• Non-qualified option for 84,890 shares provides long-term upside tied to stock performance

Negative

• 1,818 shares withheld for taxes reduced reported beneficial ownership to 114,081.8281 shares

Insights

Financial Analyst

TL;DR: Routine executive compensation: RSU grant and stock option awarded, modest net share decrease after tax withholding.

The transactions are typical of incentive-based pay and aim to align executive interests with shareholders. The RSU grant of 26,161 vests over four years, supporting retention. The option for 84,890 shares at $77.37 establishes potential future upside if stock appreciates above the strike. The 1,818-share withholding is a non-market internal tax settlement and reduced beneficial holdings slightly to 114,081.8281 shares. These disclosures are standard Form 4 reporting of compensation-related activity and do not indicate any unusual trading or change in control.

Corporate Governance Expert

TL;DR: Compensation disclosures consistent with governance practices; vesting schedule and strike price disclosed.

The grant structure—time-based RSU vesting and multi-year option vesting—reflects common governance practices to incentivize long-term performance and retention. The exercise price matches the reported price of related transactions ($77.37), and the option expiration in 2035 provides a long-term horizon. The Form 4 properly records beneficial ownership changes and tax-withholding shares; no governance red flags or insider trading concerns are evident from these entries alone.

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^*

williams craig a.

(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: CHIEF COMMERCIAL OFFICER

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	115,899.8281	D
Class B Common Stock	09/02/2025		F(2)		1,818	D	$77.37	114,081.8281(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. Williams	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Craig A. Williams report on Form 4 for NKE?

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

Did the Form 4 show any sales or open-market transactions by Craig A. Williams (NKE)?

No open-market sales were reported; the only disposition was 1,818 shares withheld on 09/02/2025 to satisfy tax withholding on vested RSUs.

How do the RSUs vest that were granted to Craig A. Williams (NKE)?

The RSUs vest 25% on each of the first four anniversaries of the grant date, per the Form 4 explanation.

What is the effect on Williams' beneficial ownership after these transactions?

Beneficial ownership decreased from 115,899.8281 shares to 114,081.8281 shares following the tax withholding.

When does the stock option reported by Craig A. Williams expire?

The non-qualified stock option expires on 09/01/2035 and becomes exercisable in four annual 25% tranches beginning 09/01/2026.