Philip Knight Has Filed 13,182 Nike Transactions. Only One Was an Open-Market Sale.

Philip Knight's Form 4 profile on 13F Insight shows 13,182 transactions at Nike (NKE) with a reported sell value of $3.1 billion. At first glance, it looks like one of the biggest insider selling programs on record.

It's not. Scroll through the actual transaction data and a different picture emerges: the vast majority of Knight's filings are coded G (gift), J (other disposition), and C (conversion) — not S (open-market sale). In over two decades of filings, Knight appears to have executed exactly one open-market sale: approximately $100 million in October 2020.

Everything else is philanthropy, estate planning, and share structure management. The $3.1 billion figure is a data artifact — the sum of share prices at transaction dates for non-sale events where no actual sale proceeds were received.

What the Transaction Codes Actually Mean

Understanding Knight's Form 4 filings requires understanding Nike's dual-class share structure:

Share Class	Votes per Share	Who Holds It	Publicly Traded
Class A	10	Knight family / Swoosh LLC	No
Class B (NKE)	1	Public market	Yes

Class A shares convert to Class B on a one-to-one basis at any time. The conversion is one-way — you can't convert back. This explains the three dominant transaction codes in Knight's filings:

• Code C (Conversion) — Class A → Class B. No money changes hands. Knight voluntarily surrenders super-voting power on those shares. His February 2, 2026 filing shows exactly this: 4.5 million Class A shares converted to Class B at $0.
• Code G (Gift) — Shares transferred to family members, the Knight Foundation, or other charitable entities for no consideration. In January 2023, Knight gifted 5 million shares. In September 2020, 7.25 million shares. These are bona fide gifts, not sales.
• Code J (Other Disposition) — Transfers to and from Swoosh LLC (the family holding vehicle Knight created in 2015), family trusts, and other estate planning entities. Internal family restructuring, not market transactions.

The lone Code S transaction: 800,000 shares sold at $125.31 on October 2, 2020, for approximately $100 million. That appears to be it — the only time Philip Knight has actually sold Nike stock on the open market in the 13F Insight database.

The Philanthropy Behind the Transactions

What Knight's Form 4 filings actually document is one of the largest founder-to-philanthropy wealth transfers in American corporate history. Total personal giving by Phil and Penny Knight: more than $3.6 billion.

Gift	Amount	Year	Recipient
OHSU Knight Cancer Institute	$2 billion	2025	Oregon Health & Science University — largest single donation ever to a U.S. university
OHSU Cancer Challenge	$500 million	2013	OHSU (matched by institution)
Knight-Hennessy Scholars	$400 million	2016	Stanford University (endowment now $750M)
1803 Fund	$400 million	2023	Portland's Black community civic institutions
University of Oregon	$100 million	2023	Science and research
OHSU (founding gift)	$100 million	2008	Established the Knight Cancer Institute

The August 2025 OHSU gift alone — $2 billion — is the largest single donation ever made to a U.S. university, college, or academic health center. It will nearly double the Knight Cancer Institute and make it a self-governed entity within OHSU.

Swoosh LLC and the Control Question

In 2015, as Knight prepared to step down as Nike's chairman, he created Swoosh LLC to hold his Class A (super-voting) shares. The holding vehicle now controls approximately 29% of Nike's total shares, giving the Knight family outsized voting power even though Phil Knight personally holds just 8.3 million shares directly.

This structure explains many of the “J” (other disposition) transactions in Knight's filings — shares moving between his personal accounts and Swoosh LLC. No economic value leaves the family. The shares just change which entity holds them.

The most recent filings show this structure in motion:

• February 2, 2026: Converted 4.5 million Class A → Class B (Code C, $0). Post-transaction: 27.5 million Class A shares remain.
• February 11, 2026: Gifted 4.5 million Class B shares to wife Penny Knight (Code G, $0). Post-transaction: Knight's direct holdings fell to 8.3 million shares.

The pattern: convert super-voting shares to regular shares, then gift the regular shares to family. It's classic estate planning for an 87-year-old founder — gradually transferring economic value while maintaining family voting control through Swoosh LLC.

The Nike Stock Slide

The timing of Knight's estate restructuring coincides with a difficult period for Nike stock. From its all-time high of $169.28 in November 2021, NKE has fallen roughly 63% to approximately $63 as of early 2026.

• 2024: Down 29.1% — former CEO John Donahoe ousted, Elliott Hill named as replacement
• 2025: Down another 23.9% — turnaround underway but investor skepticism persists
• Market cap: ~$75 billion (down from $270B+ at peak)

For Knight's fortune, this slide has real consequences. Swoosh LLC's 29% stake was worth roughly $78 billion at the 2021 peak. Today it's worth approximately $22 billion. The $2 billion OHSU gift in August 2025 becomes even more significant in context — it represents nearly 10% of the family's current Nike holdings value.

What This Tells You About Reading Form 4 Data

Knight's filing history is a case study in why transaction codes matter more than headline numbers. If you only look at total “sell value,” you'd conclude Knight has been aggressively liquidating Nike for years. The reality is the opposite: he has sold almost nothing on the open market while giving away billions.

When evaluating any insider's Form 4 filings, always check the transaction code:

• S (Sale) — Actual open-market sell. The signal most investors care about.
• P (Purchase) — Open-market buy. Often the strongest insider signal.
• M (Exercise) — Option exercise. Neutral alone — check if followed by S (exercise-and-sell) or held.
• G (Gift) — Charitable or family gift. Not a market signal.
• C (Conversion) — Share class conversion. Governance signal, not trading signal.
• J (Other) — Trust or entity transfer. Estate planning, not market activity.

You can view Knight's complete Form 4 history on his insider profile page. The 13,182 transactions tell the story of a co-founder who turned a $1,000 investment in 1964 into one of the world's most valuable companies — and who is now methodically converting that corporate fortune into philanthropic legacy, without selling a single share on the open market.