Fairfax entities boost Under Armour (UA) stake with 1.18M-share purchase

Rhea-AI Filing Summary

Under Armour, Inc. reported that entities associated with Fairfax Financial Holdings Limited made several open-market purchases of its Class A Common Shares. Over May 12–14, 2026, these entities bought a total of 1,178,344 shares at prices around $5 per share. Following the most recent transaction, they indirectly held 44,179,216 Class A shares. The filing notes that the securities are held by subsidiaries of Fairfax Financial Holdings Limited, and that Prem Watsa and the other reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity ownership analyst

Fairfax-linked entities added about 1.18M Under Armour shares in open-market buys.

Subsidiaries of Fairfax Financial Holdings Limited executed three open-market purchases of Under Armour Class A shares over May 12–14, 2026, totaling 1,178,344 shares around $5 per share. These are non-derivative cash purchases rather than option exercises.

After the latest trade, the filing shows 44,179,216 Class A shares held indirectly. The reporting persons are identified as ten percent owners, but they expressly disclaim beneficial ownership beyond any pecuniary interest. There is no disclosure of trading plans, so timing context beyond these dates is not provided.

As a single Form 4, this represents an increase in the visible indirect position but does not, by itself, quantify how large this stake is relative to total shares outstanding. Future company filings may provide broader capital structure context to interpret these ownership levels.

Insider Trade Summary

Net Buyer: 1,178,344 shares ($5,869,079)

Net Buy 3 txns

Insider WATSA V PREM ET AL, FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

Role null | null

Bought 1,178,344 shs ($5.87M)

Type	Security	Shares	Price	Value
Purchase	Class A Common Shares	100	$5.00	$500.00
Purchase	Class A Common Shares	739,521	$4.9733	$3.68M
Purchase	Class A Common Shares	438,723	$4.9934	$2.19M

Holdings After Transaction: Class A Common Shares — 44,179,216 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents the weighted average price of the Class A Common Shares purchased on May 12, 2026, ranging from a low of $4.925 to a high of $5.000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price. These securities are held by subsidiaries of Fairfax Financial Holdings Limited. Mr. Watsa is the Chief Executive Officer and controlling person of Fairfax Financial Holdings Limited through certain holding companies he controls, including The Second 810 Holdco Ltd, The Second 1109 Holdco Ltd, and The Sixty Two Investment Company Limited. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. Represents the weighted average price of the Class A Common Shares purchased on May 13, 2026, ranging from a low of $4.855 to a high of $5.000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

Key Figures

Total shares purchased: 1,178,344 shares May 14 purchase size: 100 shares May 13 purchase size: 739,521 shares +4 more

7 metrics

Total shares purchased 1,178,344 shares Open-market purchases of Class A Common Shares, May 12–14, 2026

May 14 purchase size 100 shares Class A Common Shares bought on May 14, 2026 at $5.0000

May 13 purchase size 739,521 shares Class A Common Shares bought on May 13, 2026 at $4.9733 weighted average

May 12 purchase size 438,723 shares Class A Common Shares bought on May 12, 2026 at $4.9934 weighted average

Indirect holdings after trades 44,179,216 shares Class A Common Shares indirectly held following May 14, 2026 transaction

May 12 price range $4.925–$5.000 per share Weighted-average price disclosure for May 12, 2026 purchases

May 13 price range $4.855–$5.000 per share Weighted-average price disclosure for May 13, 2026 purchases

Key Terms

open-market purchase, Class A Common Shares, beneficial ownership, pecuniary interest, +2 more

6 terms

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Class A Common Shares financial

"security_title": "Class A Common Shares""

A Class A common share is a specific type of ordinary company share that represents an ownership stake and usually carries particular voting rights or payout priorities compared with other share classes. For investors it matters because those differences affect how much influence you have over company decisions, how dividends or liquidation proceeds might be distributed, and how easily the shares trade — like choosing between car models where one has extra features (more control) and another focuses on price or availability (liquidity).

beneficial ownership financial

"disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein"

Rule 16a-1(a) regulatory

"for purposes of Rule 16a-1(a) under the Exchange Act"

ten percent owner financial

"is_ten_percent_owner": 1"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last) (First) (Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO A6 M5J 2N7

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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

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

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

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 A Common Shares	05/12/2026		P		438,723	A	$4.9934(1)	43,439,595	I	See Footnote(2)
Class A Common Shares	05/13/2026		P		739,521	A	$4.9733(3)	44,179,116	I	See Footnote(2)
Class A Common Shares	05/14/2026		P		100	A	$5	44,179,216	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last) (First) (Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO A6 M5J 2N7

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO A6 M5J 2N7

(City) (State) (Zip)

CANADA (FEDERAL LEVEL)

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the weighted average price of the Class A Common Shares purchased on May 12, 2026, ranging from a low of $4.925 to a high of $5.000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

2. These securities are held by subsidiaries of Fairfax Financial Holdings Limited. Mr. Watsa is the Chief Executive Officer and controlling person of Fairfax Financial Holdings Limited through certain holding companies he controls, including The Second 810 Holdco Ltd, The Second 1109 Holdco Ltd, and The Sixty Two Investment Company Limited. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. Represents the weighted average price of the Class A Common Shares purchased on May 13, 2026, ranging from a low of $4.855 to a high of $5.000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

	/s/ V. Prem Watsa	05/14/2026
	/s/ Peter Clarke, President and Chief Operating Officer, on behalf of Fairfax Financial Holdings Limited	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Fairfax-related entities report in this Under Armour (UA) Form 4?

The Form 4 shows subsidiaries of Fairfax Financial Holdings Limited bought Under Armour Class A shares. They made three open-market purchases over May 12–14, 2026, increasing their indirect holdings to 44,179,216 shares after the most recent trade.

How many Under Armour (UA) shares were purchased in this insider filing?

The reporting entities bought 1,178,344 Under Armour Class A Common Shares in total. These were executed as three open-market purchases on May 12, May 13, and May 14, 2026, at prices around $5 per share based on disclosed weighted averages.

At what prices were the Under Armour (UA) shares purchased by Fairfax subsidiaries?

The filing reports weighted average prices near $5 per share. For May 12, 2026, trades ranged from $4.925 to $5.000, and for May 13, 2026, from $4.855 to $5.000. The May 14, 2026 purchase is reported at $5.000 per share.

How many Under Armour (UA) shares do the reporting persons hold after these transactions?

After the May 14, 2026 transaction, the indirect holdings reported total 44,179,216 Under Armour Class A Common Shares. This figure reflects shares held through subsidiaries of Fairfax Financial Holdings Limited, as shown in the post-transaction ownership entries.

Who is associated with the Under Armour (UA) shares in this Form 4 filing?

The securities are held by subsidiaries of Fairfax Financial Holdings Limited. Prem Watsa is identified as the Chief Executive Officer and controlling person of Fairfax through certain holding companies, though all reporting persons disclaim beneficial ownership except for any pecuniary interest.

Do the Under Armour (UA) reporting persons claim full beneficial ownership of these shares?

No. The filing states each reporting person disclaims beneficial ownership of the reported securities under Rule 16a-1(a), except to the extent of any pecuniary interest. It also clarifies that the report is not an admission of beneficial ownership for Section 16 purposes.