Nike insider filing: director grant and 4.8M shares placed in GRAT

Rhea-AI Filing Summary

Mr. Travis A. Knight, a director of NIKE, Inc. (NKE), received 2,619 restricted Class B common shares under the NIKE, Inc. Stock Incentive Plan on 09/09/2025. The restricted shares vest fully on the earlier of the next annual shareholders' meeting or the last day of the 12th full calendar month after grant, meaning the restrictions lapse within about one year or sooner. After the grant, Mr. Knight is reported to beneficially own 33,940 Class B shares directly and retains indirect beneficial ownership of 1,694,859 Class B shares plus an additional 4,805,141 Class B shares previously contributed to a grantor retained annuity trust (GRAT).

Positive

• Director received restricted equity (2,619 Class B shares) which aligns management interests with shareholders in the near term
• Large indirect ownership retained via GRAT (4,805,141 shares contributed to a grantor retained annuity trust), indicating continued economic exposure despite transfer

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant and estate-planning transfer; shows director alignment and use of GRAT for wealth transfer.

The 2,619 restricted shares are a standard director equity grant with a short vesting trigger tied to the next annual meeting or 12 months, which aligns the director with shareholder interests in the near term. The large contribution of 4,805,141 shares to a GRAT, previously reported as directly owned, is an estate-planning move that shifts legal ownership while preserving indirect beneficial interest. This is not a change to company operations but is material to share ownership structure disclosures.

Securities Analyst

TL;DR: Insignificant immediate market impact; notable concentration of Class B holdings remains.

The 2,619-share grant is immaterial to public float and short-term supply. The filing confirms substantial Class B holdings remain indirectly controlled (totaling several million shares), which sustains existing ownership concentration. No sales or purchases affecting public float or liquidity are reported, so market impact is likely neutral.

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^*

Knight Travis 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)

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	33,940	D
Class B Common Stock								1,694,859	I	by GRAT
Class B Common Stock								4,805,141(2)	I	by GRAT

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.

2. On April 17, 2025, the reporting person contributed 4,805,141 shares, which were previously reported as directly owned, to a grantor retained annuity trust ("GRAT").

	/s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Knight	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 Travis A. Knight report on Form 4 for NKE?

The report shows a grant of 2,619 restricted Class B shares on 09/09/2025 and prior contribution of 4,805,141 Class B shares to a GRAT.

When do the restricted shares granted to Mr. Knight vest?

The restrictions lapse 100% on the earlier of the next annual shareholders' meeting or the last day of the 12th full calendar month following the grant date.

How many Class B shares does Mr. Knight beneficially own after the reported transaction?

After the transaction, Mr. Knight is reported to beneficially own 33,940 Class B shares directly plus 1,694,859 and 4,805,141 Class B shares indirectly.

Does the Form 4 show any open-market sales or purchases by Mr. Knight?

No. The Form 4 reports a restricted share grant and a prior contribution to a GRAT; it does not disclose open-market sales or purchases.