Under Armour (UA) director Coltharp reports fee-based grant of Class C stock

Rhea-AI Filing Summary

Under Armour director Douglas E. Coltharp reported a routine equity compensation transaction. On 01/02/2026, he acquired 7,026.63 shares of Class C Common Stock at a price of $0, reflecting director fees deferred as deferred stock units under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan. After this transaction, he beneficially owned 311,328.86 shares of Class C Common Stock directly, with additional indirect holdings in various trusts and UTMA accounts, and also held direct and indirect positions in Class A Common Stock. The filing is made as a Form 4 by a director and does not reflect an open-market purchase or sale for cash.

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).

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^*

COLTHARP DOUGLAS E

(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)
01/02/2026

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)	01/02/2026		A		7,026.63	A	$0	311,328.86	D
Class C Common Stock								75,532	I	The Catherine Inzer Coltharp 2021 Trust
Class C Common Stock								22,741	I	Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020
Class C Common Stock								503	I	UTMA for Child
Class C Common Stock								503	I	UTMA for Child (2)
Class A Common Stock								54,820.24	D
Class A Common Stock								75,000	I	The Catherine Inzer Coltharp 2021 Trust
Class A Common Stock								22,914	I	Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020
Class A Common Stock								500	I	UTMA for Child
Class A Common Stock								500	I	UTMA for Child (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

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:

	/s/ Mehri F. Shadman, Attorney-in-Fact for Douglas E. Coltharp	01/05/2026
	** 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).
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FAQ

What insider transaction did Under Armour (UA) report for Douglas E. Coltharp?

Douglas E. Coltharp, a director of Under Armour, reported acquiring 7,026.63 shares of Class C Common Stock on 01/02/2026, recorded at a price of $0 per share.

How did Douglas E. Coltharp receive the new Under Armour Class C shares?

The filing states that the new Class C Common Stock was received as director fees deferred as deferred stock units under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan, rather than through a cash purchase or market sale.

How many Under Armour Class C shares does Douglas E. Coltharp own after the reported transaction?

Following the reported transaction, Douglas E. Coltharp beneficially owned 311,328.86 shares of Class C Common Stock directly, in addition to indirect holdings in several trusts and UTMA accounts.

What indirect holdings in Under Armour stock does Douglas E. Coltharp report?

Indirect holdings include Class C and Class A Common Stock held through The Catherine Inzer Coltharp 2021 Trust, the Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020, and UTMA for Child accounts.

Does the Form 4 show any derivative securities for Douglas E. Coltharp in Under Armour?

Table II for derivative securities is present but shows no specific derivative transactions or holdings disclosed in the provided excerpt.

Who signed the Under Armour Form 4 for Douglas E. Coltharp and when?

The Form 4 was signed by /s/ Mehri F. Shadman as Attorney-in-Fact for Douglas E. Coltharp on 01/05/2026.