Form 4: NIKE Director Henry Receives Future Restricted Stock Grant

NIKE Director Peter B. Henry was granted 2,619 restricted shares of Class B Common Stock, effective September 9, 2025, under a pre-planned incentive program.

Summary

• Peter B. Henry, a Director of NIKE, Inc. (NKE), was granted 2,619 shares of Class B Common Stock.
• The transaction date for this grant is September 9, 2025, indicating a pre-planned future transaction.
• The shares were granted at a price of $0, signifying a restricted stock award.
• Following this transaction, Mr. Henry will beneficially own 11,099 shares of Class B Common Stock.
• The restricted shares are granted under the NIKE, Inc. Stock Incentive Plan.
• Restrictions on these shares will lapse 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 grant date.

Sentiment

Score: 7

Explanation: The sentiment is positive as it reflects a standard compensation practice that aligns a director's interests with shareholders, indicating confidence in the company's future. The transaction is pre-planned, reducing any speculative implications.

Positives

• The grant of restricted stock aligns the director's interests with those of long-term shareholders, incentivizing sustained company performance.
• The transaction is part of a pre-planned Rule 10b5-1(c) plan, indicating a structured approach to executive compensation and reducing concerns about opportunistic trading.

Negatives

• The grant of new shares, while minor, contributes to a slight dilution of existing shareholder equity.

Risks

• The restricted shares are subject to vesting conditions, meaning they are not immediately liquid and could be forfeited if the director's service terminates before vesting.
• The value of the grant is tied to the future performance of NIKE's stock, exposing the director to market fluctuations.

Future Outlook

The restricted shares granted to Director Peter B. Henry are subject to a future vesting schedule, with restrictions lapsing on the earlier of the next annual meeting of shareholders or the last day of the 12th full calendar month following the September 9, 2025 grant date.

Industry Context

This transaction represents a routine component of executive and director compensation packages within large publicly traded companies, designed to align leadership incentives with long-term shareholder value creation. Such grants are common across various industries, including the apparel and footwear sector.

Related Party Transactions

• The grant of 2,619 restricted shares to Peter B. Henry, a Director of NIKE, Inc., constitutes a related party transaction between the company and a member of its board.

Stakeholder Impact

• Shareholders: The grant aims to align the director's long-term interests with shareholder value, potentially leading to more focused strategic decisions.
• Director (Peter B. Henry): Receives equity compensation, increasing his personal stake and potential wealth tied to NIKE's performance.

Next Steps

• The restricted shares will vest according to the specified schedule: either at the next annual meeting of shareholders or by September 9, 2026 (the last day of the 12th full calendar month following the grant date), whichever comes first.

Key Dates

Keywords

NIKE, NKE, Peter B. Henry, Director, Restricted Stock, Stock Grant, Insider Transaction, Form 4, Executive Compensation, 10b5-1 Plan