Form 4: NKE Director Receives 2,619 Restricted Class B Shares

Rhea-AI Filing Summary

Thasunda Duckett, a director of NIKE, Inc. (NKE), received a grant of restricted Class B common stock on 09/09/2025. The grant was for 2,619 shares issued under the NIKE, Inc. Stock Incentive Plan at a $0 price, increasing her beneficial ownership to 13,589 Class B 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 the grant.

Positive

• Director received 2,619 restricted Class B shares, increasing beneficial ownership to 13,589 shares
• Grant is under the NIKE, Inc. Stock Incentive Plan, aligning director compensation with shareholder interests
• Vesting schedule is explicit: vests on the earlier of the next annual meeting or 12 months, providing clear terms

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases insider ownership by 2,619 restricted shares, aligning interests with shareholders.

The Form 4 reports a non‑derivative award of 2,619 Class B restricted shares to a director, bringing total beneficial holdings to 13,589 shares. The award is granted under the company's Stock Incentive Plan and carries a full vesting event tied to the earlier of the next annual meeting or 12 months from grant, indicating short‑term vesting. The grant was recorded at $0 price, consistent with restricted stock awards that convert compensation into equity rather than a cash purchase.

Corporate Governance Expert

TL;DR: Governance action is standard director compensation via restricted stock with a defined, relatively short vesting window.

The filing documents a standard equity compensation mechanism for a director under the company's incentive plan. Vesting occurs on a clearly stated schedule tied to either the next annual meeting or 12 months, a timeframe that provides limited retention incentive compared with multi‑year vesting. The change is administrative and routine for public company directors, and no derivative transactions or unusual terms are disclosed.

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^*

Duckett Thasunda

(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	13,589	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 Ms. Duckett	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 Thasunda Duckett report on Form 4 for NKE?

The Form 4 reports a grant of 2,619 restricted Class B common shares on 09/09/2025.

How many NIKE (NKE) shares does Thasunda Duckett beneficially own after the transaction?

Following the reported transaction, she beneficially owns 13,589 Class B common shares.

Under what plan were the restricted shares granted?

The shares were granted under the NIKE, Inc. Stock Incentive Plan.

What are the vesting terms for the restricted shares granted to Duckett?

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

Was there a purchase price for the granted shares?

The reported transaction lists a price of $0, consistent with restricted stock grants.