Director Knight Travis A acquired 7,694,859 units of Class B Common Stock and disposed of 3,000,000 units of Class B Common Stock (SEC Form 4)
$NKE
Shoe Manufacturing
Consumer Discretionary
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NIKE, Inc. [ NKE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/22/2025 | J | 1,694,859(1) | A | $0 | 1,694,859(2) | I | by Partnership(3) | ||
| Class B Common Stock | 12/31/2025 | J | 3,000,000(4) | A | $0 | 3,033,940 | D | |||
| Class B Common Stock | 12/31/2025 | J | 3,000,000(5) | D | $0 | 33,940 | D | |||
| Class B Common Stock | 12/31/2025 | J | 3,000,000(5) | A | $0 | 4,694,859 | I | by Partnership(3) | ||
| Class B Common Stock | 4,805,141 | I | by GRAT | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. On December 22, 2025, the reporting person contributed 1,694,859 shares to Three Strings Investors, L.P. ("Three Strings"), representing a change in form of beneficial ownership of those shares. The reporting person exercises full management authority over Three Strings and owns, directly or indirectly, 100 % of the economic interests in Three Strings. |
| 2. The 1,694,859 shares contributed to Three Strings were transferred to the reporting person on October 29, 2025, from a grantor retained annuity trust formed by the reporting person, in final satisfaction of the trust's annuity obligations in a transaction that constituted a change in the form of beneficial ownership and was therefore exempted by Rule 16a-13 under the Securities Act of 1934. Such shares were owned directly by the reporting person prior to their contribution to Three Strings. |
| 3. These shares are held by Three Strings. |
| 4. On December 31, 2025, the Travis A. Knight 2009 Irrevocable Trust II, which is managed by an independent trustee, distributed the shares to the reporting person, the beneficiary of the trust, for no consideration. |
| 5. On December 31, 2025, the reporting person contributed the shares to Three Strings for no consideration. |
| /s/ Kelsey A. Baldwin, attorney-in-fact for Mr. Knight | 01/05/2026 | |
| ** 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. | ||