[Form 4] Under Armour, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• 5,891.39 deferred stock units were acquired, indicating director compensation converted to equity
• Total beneficial ownership of 162,251.13 Class C shares increases insider alignment with shareholders

Negative

• None.

Insights

Corporate Governance Expert

Director deferred fees into equity, modestly increasing insider alignment.

What it means: The filing shows 5,891.39 deferred stock units were issued to David W. Gibbs on 10/01/2025 in lieu of cash director fees, increasing his direct beneficial position to 162,251.13 Class C shares.

Why it matters: Receiving compensation as deferred equity can align a director’s financial interests with shareholders without immediate cash outlay. The disclosure of an additional 50,000 indirect shares via the SJG Irrevocable Trust clarifies total potential insider influence on voting and ownership.

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Gibbs David W

(Last) (First) (Middle)

101 PERFORMANCE DRIVE

(Street)

BALTIMORE MD 21230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc. [ UA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 C Common Stock(1)	10/01/2025		A		5,891.39	A	$0	162,251.13	D
Class C Common Stock								50,000	I	SJG Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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. Director fees deferred as deferred stock units pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

Remarks:

No Class A Common Stock (UAA) is beneficially owned.

	/s/ Mehri F. Shadman, Attorney-in-Fact for David W. Gibbs	10/02/2025
	** 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.

FAQ

What did Under Armour director David W. Gibbs report on Form 4 (UA)?

On 10/01/2025 Mr. Gibbs acquired 5,891.39 Class C Common Stock units at $0 as deferred director fees, bringing his direct beneficial holdings to 162,251.13 Class C shares and reporting 50,000 shares indirectly held in the SJG Irrevocable Trust.

Why was the transaction priced at $0 on the Form 4?

The filing states the units were deferred stock units issued under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan, which are recorded at $0 as the acquisition price in this disclosure.

Does David W. Gibbs own any Class A Common Stock (UAA)?

The Form 4 explicitly states no Class A Common Stock (UAA) is beneficially owned by Mr. Gibbs.

When was the Form 4 signed and filed for David W. Gibbs?

The signature block shows the form was signed by an attorney-in-fact on behalf of Mr. Gibbs on 10/02/2025.

How much indirect ownership does Mr. Gibbs report?

He reports 50,000 Class C shares held indirectly through the SJG Irrevocable Trust.