Under Armour SEC Filings

Under Armour, Inc. (UA) reported an insider equity transaction by its Chief Supply Chain Officer, Shawn Curran. On 11/15/2025, Curran disposed of 10,749 shares of Class C common stock in a transaction coded "F" at a stated price of $0, which typically reflects shares withheld to cover obligations such as taxes in connection with equity awards. Following this transaction, Curran beneficially owns 419,674 shares of Class C common stock directly. The filing also notes that no Class A common stock (UAA) is beneficially owned.

Under Armour updated its fiscal 2025 restructuring plan and announced plans to separate the Curry Brand. The Board approved a $95 million increase in anticipated charges, bringing the total plan to up to $255 million of pre-tax restructuring and related charges to be incurred during fiscal years 2025 and 2026.

• Cash charges: up to $107 million, including approximately $34 million in employee severance and benefits and $73 million tied to transformational initiatives.
• Non-cash charges: up to $148 million, including approximately $7 million in severance and $141 million for contract terminations, facility, software, and other asset-related charges and impairments.

As of September 30, 2025, the company had recognized approximately $147 million of these charges ($82 million cash and $65 million non-cash). The plan is expected to be substantially complete by the end of fiscal 2026. On November 13, 2025, Under Armour and Stephen Curry announced plans to separate the Curry Brand; related details were provided in an attached press release.

Under Armour reported quarterly results. For the three months ended September 30, 2025, net revenues were $1,333,380 with a net loss of $18,814, compared to a profit a year ago. Gross profit was $630,584 as cost of goods sold held roughly flat while SG&A of $581,632 and restructuring charges of $31,906 weighed on operating income, which fell to $17,046. Interest expense also rose.

On the balance sheet, cash was $395,991 and inventories $1,037,166. Current maturities of long-term debt were $599,439. The company issued $400,000 of 7.25% senior notes due 2030, borrowed $200,000 under its revolver, and satisfied and discharged its 3.25% notes due 2026, with related trust assets shown in restricted investments of $604,065. It repurchased $25,000 of Class C stock, retiring 5.2 million shares under its authorization.

By quarter end, total liabilities were $3,043,800 and stockholders’ equity was $1,855,678. A previously disclosed derivative litigation settlement received final state court approval, and related insurance coverage litigation remains on appeal.

Under Armour, Inc. filed an 8-K noting two developments: it released financial results for the quarter ended September 30, 2025 (via Exhibit 99.1) and announced a CFO transition. The company scheduled a conference call for 8:30 a.m. ET on November 6, 2025 to discuss results.

Reza Taleghani will join as Executive Vice President, Chief Financial Officer and principal financial officer in February 2026. David Bergman will step down when Mr. Taleghani starts and remain as a senior advisor into the first quarter of fiscal 2027 to support the transition. Mr. Taleghani’s compensation includes an annual base salary of $825,000, a $250,000 signing bonus, and eligibility for a fiscal 2026 cash incentive with a target equal to 75% of base salary, guaranteed at 100% of target for fiscal 2026. Upon joining, he is expected to receive time-based non-qualified stock options with a grant date value of $2,500,000, an additional time-based options award of $1,500,000, and a one-time special restricted cash award of $1,500,000, each vesting in three equal annual installments.

David W. Gibbs, a director of Under Armour, Inc. (UA), reported a transaction dated 10/01/2025 in which 5,891.39 Class C Common Stock units were acquired at a $0 price as deferred stock units tied to director fees under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. After the transaction, Mr. Gibbs beneficially owned 162,251.13 Class C shares in total and held an additional 50,000 Class C shares indirectly through the SJG Irrevocable Trust. The filing notes that no Class A Common Stock (UAA) is beneficially owned. The form was signed on behalf of Mr. Gibbs by an attorney-in-fact on 10/02/2025.

Carolyn N. Everson, a director of Under Armour, Inc. (UA), reported a non-derivative acquisition on 10/01/2025 under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. The filing shows 1,024.59 Class C common stock units were acquired as deferred stock units at a price of $0. After the transaction, Ms. Everson beneficially owns 106,552.09 shares (Class C), and the filer discloses no beneficial ownership of Class A common stock (UAA). The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Mohamed El-Erian, an Under Armour, Inc. (UA) director, reported a non‑derivative acquisition on 10/01/2025 of 4,610.66 shares of Class C Common Stock at a price of $0. The filing shows 207,743.44 shares beneficially owned following the reported Class C transaction and 111,650 shares of Class A Common Stock reported as beneficially owned. The Explanation states these were director fees deferred as deferred stock units under the Fiscal Year 2025 Non‑Employee Director Compensation Plan. The Form is signed by an attorney‑in‑fact on behalf of Mr. El‑Erian on 10/02/2025.