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

Fairfax (TSX: FFH) units add Under Armour (UA) Class A and C shares

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Under Armour (UA) received a Form 4 showing large indirect share purchases by entities affiliated with Fairfax Financial Holdings Limited. On January 27, 2026, wholly-owned subsidiaries of Fairfax bought 842,481 Class C shares at a weighted average price of $6.1959 and 686,505 Class A shares at $6.2974. On January 28, 2026, they purchased another 1,022,333 Class C shares at $6.1992 and 89,786 Class A shares at $6.2921. Following these transactions, the reporting group indirectly held 21,999,128 Class C shares and 43,000,872 Class A shares. The footnotes state these securities are held by wholly-owned subsidiaries of Fairfax Financial Holdings Limited, with Prem Watsa as CEO and controlling person through certain holding companies, and that each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large affiliated purchases increase Under Armour stake via Fairfax subsidiaries.

The disclosure shows entities affiliated with Fairfax Financial Holdings Limited significantly adding to both Class A and Class C Under Armour shares. Purchases on January 27, 2026 and January 28, 2026 were all coded "P", indicating open-market or similar purchases rather than derivative exercises.

Prices clustered tightly around $6.20 per share for Class C and about $6.30 for Class A, suggesting steady accumulation rather than opportunistic block trades. The resulting indirect holdings of 21,999,128 Class C and 43,000,872 Class A shares indicate a substantial economic exposure to Under Armour.

Footnote language is important: the securities are held by wholly-owned Fairfax subsidiaries, and each reporting person, including Prem Watsa, disclaims beneficial ownership beyond any pecuniary interest. This means the economic exposure sits within the Fairfax group, and the filing clarifies control relationships without asserting full personal ownership by any individual.

Insider WATSA V PREM ET AL, FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
Role 10% Owner | 10% Owner
Bought 2,641,105 shs ($16.45M)
Type Security Shares Price Value
Purchase Class C Common Shares 1,022,333 $6.1992 $6.34M
Purchase Class A Common Shares 89,786 $6.2921 $565K
Purchase Class C Common Shares 842,481 $6.1959 $5.22M
Purchase Class A Common Shares 686,505 $6.2974 $4.32M
Holdings After Transaction: Class C Common Shares — 21,999,128 shares (Indirect, See Footnote); Class A Common Shares — 43,000,872 shares (Indirect, See Footnote)
Footnotes (1)
  1. Represents the weighted average price of the Class C Common Shares purchased on January 27, 2026, ranging from a low of $6.175 to a high of $6.200 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 wholly-owned 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 January 27, 2026, ranging from a low of $6.280 to a high of $6.300 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. Represents the weighted average price of the Class C Common Shares purchased on January 28, 2026, ranging from a low of $6.185 to a high of $6.200 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. Represents the weighted average price of the Class A Common Shares purchased on January 28, 2026, ranging from a low of $6.285 to a high of $6.300 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.
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)
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)
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 Shares 01/27/2026 P 842,481 A $6.1959(1) 20,976,795 I See Footnote(2)
Class A Common Shares 01/27/2026 P 686,505 A $6.2974(3) 42,911,086 I See Footnote(2)
Class C Common Shares 01/28/2026 P 1,022,333 A $6.1992(4) 21,999,128 I See Footnote(2)
Class A Common Shares 01/28/2026 P 89,786 A $6.2921(5) 43,000,872 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)
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)
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 C Common Shares purchased on January 27, 2026, ranging from a low of $6.175 to a high of $6.200 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 wholly-owned 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 January 27, 2026, ranging from a low of $6.280 to a high of $6.300 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.
4. Represents the weighted average price of the Class C Common Shares purchased on January 28, 2026, ranging from a low of $6.185 to a high of $6.200 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.
5. Represents the weighted average price of the Class A Common Shares purchased on January 28, 2026, ranging from a low of $6.285 to a high of $6.300 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 01/29/2026
/s/ Peter Clarke, President and Chief Operating Officer, on behalf of Fairfax Financial Holdings Limited 01/29/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions in Under Armour (UA) are disclosed in this Form 4?

The Form 4 reports multiple open-market purchases of Under Armour shares by Fairfax-affiliated entities. They bought Class A and Class C Common Shares on January 27–28, 2026, at weighted average prices around $6.20–$6.30 per share, increasing their indirect holdings in both share classes.

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

The filing shows substantial Class A Common Share purchases by Fairfax subsidiaries. On January 27, 2026, they bought 686,505 Class A shares at a weighted average price of $6.2974. On January 28, 2026, they added 89,786 Class A shares at a weighted average price of $6.2921, further increasing indirect ownership.

What is the total Under Armour stake indirectly held after these transactions?

After the reported trades, the group holds a large indirect Under Armour position. Indirect beneficial ownership stands at 21,999,128 Class C Common Shares and 43,000,872 Class A Common Shares, according to the post-transaction balances disclosed in the Form 4 tables.

Who is shown as controlling the entities that hold these Under Armour shares?

The shares are held by wholly-owned subsidiaries of Fairfax Financial Holdings Limited. The footnotes state Prem Watsa is Fairfax’s Chief Executive Officer and controlling person through specific holding companies, clarifying the control structure over the entities that own the Under Armour shares.

Do Prem Watsa and Fairfax claim full beneficial ownership of the Under Armour shares?

No, the reporting persons include an explicit beneficial ownership disclaimer. They state that each reporting person disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest, and that the report should not be deemed an admission of beneficial ownership under Section 16.

How are the share prices in the Form 4 for Under Armour (UA) calculated?

The prices reported are weighted average prices for each transaction date. Footnotes explain that the Class A and Class C purchase prices reflect averages over ranges, and the reporting persons agree to provide detailed trade-by-trade price information to the SEC, the issuer, or any security holder upon request.