Phil Knight Converted 4.5 Million Nike Class B Shares in December 2025 — the Latest Move in a Decade-Long Restructuring
Nike co-founder Phil Knight converted 4.5M NKE Class B shares to Class A in December 2025, continuing a pattern of annual share conversions for estate or trust planning.
What Happened
Philip H. Knight, co-founder and Chairman Emeritus of Nike, Inc. (NKE), executed share conversions involving 4.5 million shares in late December 2025 and early February 2026. The transactions, coded “C” (conversion) and “J” (other), involved converting Class B shares to Class A — a common restructuring move for founders with dual-class stock.
Transaction Details
| Date | Code | Shares | After |
|---|---|---|---|
| 2025-12-29 | J | 4,500,000 | 31,979,487 |
| 2026-02-02 | C | 4,500,000 | 27,479,487 |
| 2026-02-02 | C | 4,500,000 | 12,835,687 |
The “J” transaction appears to be the issuance/transfer, while the “C” transactions are the formal conversions. Knight’s remaining direct holdings after the latest conversions stood at approximately 12.8 million Class A shares in one account and 27.5 million in another.
Why It Matters
Phil Knight is not selling Nike stock — he is converting between share classes. Class B shares carry higher voting rights, and converting to Class A typically reduces voting power while making shares more liquid. This pattern has recurred annually since at least 2020 and is consistent with estate planning, trust restructuring, or philanthropic vehicle preparation.
Knight’s career Form 4 filings show $3.1 billion in total reported sell value, but the vast majority of recent transactions have been conversions (code C) and transfers (code J), not open-market sales. His last actual open-market sale was in October 2020 at $125.31 per share.
Context
Nike has faced headwinds in 2025, with slowing growth in key categories and leadership transition challenges. Knight, who stepped down as chairman in 2016, retains significant influence through his remaining shares and board connections. The Class B-to-A conversions do not change his economic interest — only his voting rights.
What to Watch
- Whether Knight continues annual conversion patterns in 2026
- Nike’s turnaround progress under current management
- Any shift from conversions to actual open-market sales
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