How is the SJG Irrevocable Trust related to Under Armour (UA) director holdings?

The Form 4 lists 50,000 Class C Common Stock shares as indirectly owned through the SJG Irrevocable Trust. This entry reflects beneficial ownership associated with Gibbs, separate from his 173,055.67 directly held shares, expanding his indirect stake in Under Armour stock.

Under Armour (NYSE: UA) director gets Class C stock unit grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gibbs David W reported acquisition or exercise transactions in this Form 4 filing.

Under Armour director David W. Gibbs received a grant of 5,133.93 shares of Class C Common Stock on April 1, 2026 as compensation, not through an open-market purchase. The award represents director fees deferred as deferred stock units under Under Armour’s Fiscal Year 2025 Non-Employee Director Compensation Plan.

Following the grant, Gibbs directly holds 173,055.67 Class C shares. He also has indirect ownership of 50,000 Class C shares through the SJG Irrevocable Trust, providing additional exposure to Under Armour’s stock separate from his direct holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gibbs David W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class C Common Stock	5,133.93	$0.00	--
holding	Class C Common Stock	--	--	--

Holdings After Transaction: Class C Common Stock — 173,055.67 shares (Direct); Class C Common Stock — 50,000 shares (Indirect, SJG Irrevocable Trust)

Footnotes (1)

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Key Figures

Director stock grant: 5,133.93 shares Grant price per share: $0.00 per share Direct holdings after grant: 173,055.67 shares +1 more

4 metrics

Director stock grant 5,133.93 shares Class C Common Stock grant on April 1, 2026

Grant price per share $0.00 per share Reported value for compensation-related stock grant

Direct holdings after grant 173,055.67 shares Class C Common Stock directly owned following transaction

Indirect holdings via trust 50,000 shares Class C Common Stock held through SJG Irrevocable Trust

Key Terms

Deferred stock units, Fiscal Year 2025 Non-Employee Director Compensation Plan, Class C Common Stock, Indirect ownership

4 terms

Deferred stock units financial

"Director fees deferred as deferred stock units pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Fiscal Year 2025 Non-Employee Director Compensation Plan financial

"pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan."

Class C Common Stock financial

"security_title": "Class C Common Stock""

A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.

Indirect ownership financial

"direct_or_indirect": "I","nature_of_ownership": "SJG Irrevocable Trust""

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 09:07 PM

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^*

Gibbs David W

(Last)

(First)

(Middle)

101 PERFORMANCE DRIVE

(Street)

BALTIMORE

MARYLAND

21230

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock⁽¹⁾	04/01/2026		A		5,133.93	A	$0	173,055.67	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	04/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Under Armour (UA) director David W. Gibbs report?

David W. Gibbs reported receiving 5,133.93 shares of Under Armour Class C Common Stock as a grant. The award reflects director fees deferred as deferred stock units under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan, rather than an open-market share purchase.

Was the Under Armour (UA) Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a compensation grant, not an open-market purchase. Gibbs received 5,133.93 Class C shares at a reported price of $0.00 per share as deferred stock units, representing director fees under Under Armour’s Fiscal Year 2025 Non-Employee Director Compensation Plan.

How many Under Armour (UA) shares does David W. Gibbs hold after this Form 4?

After the grant, Gibbs directly holds 173,055.67 Class C Common Stock shares. In addition, a separate line item shows indirect ownership of 50,000 Class C shares held through the SJG Irrevocable Trust, increasing his overall economic exposure to Under Armour.

What is the role of deferred stock units in Under Armour (UA) director pay?

Deferred stock units convert director fees into share-based compensation instead of cash. In this case, Gibbs’s director fees were deferred into 5,133.93 Class C shares under the Under Armour Fiscal Year 2025 Non-Employee Director Compensation Plan, aligning director compensation with shareholder value.