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

Rhea-AI Filing Summary

Carolyn N. Everson, a director of Under Armour, Inc. (UA), reported a non-derivative acquisition on 10/01/2025 under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. The filing shows 1,024.59 Class C common stock units were acquired as deferred stock units at a price of $0. After the transaction, Ms. Everson beneficially owns 106,552.09 shares (Class C), and the filer discloses no beneficial ownership of Class A common stock (UAA). The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Director compensation was reported transparently as deferred stock units under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan
• Form 4 includes a clear transaction date (10/01/2025) and a signed filing (10/02/2025), satisfying reporting timeliness and signature disclosure

Negative

• Acquisition recorded at $0 reflects issuance via plan rather than purchase, which does not increase outside investor cash flow into the company
• No Class A common stock (UAA) beneficial ownership is reported, indicating holdings are limited to Class C shares which may have different voting/economic implications

Insights

Corporate Governance Analyst

Director deferred compensation converted to 1,024.59 Class C units.

The transaction reflects director compensation paid as deferred stock units under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan, not an open-market purchase. This is indicated by the Code V transaction code and the $0 price reported.

Because the filing reports 106,552.09 Class C shares owned after the transaction and explicitly states no Class A shares are owned, the holding is concentrated in Class C equity, which may affect voting and economic interest distinctions disclosed by the company.

Insider Trading Compliance Specialist

Form 4 documents a routine, compensatory issuance, properly reported.

The filing lists the transaction date as 10/01/2025 and includes an attorney-in-fact signature dated 10/02/2025, meeting Form 4 procedural requirements. The use of deferred stock units for director fees is disclosed in the explanation section, linking the issuance to the company’s compensation plan rather than market trading.

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^*

Everson Carolyn

(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		1,024.59	A	$0	106,552.09	D

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 Carolyn N. Everson	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 the Under Armour (UA) Form 4 filed for Carolyn Everson disclose?

The Form 4 disclosed that Carolyn N. Everson acquired 1,024.59 Class C common stock units on 10/01/2025 as deferred director compensation and now beneficially owns 106,552.09 Class C shares.

Was the acquisition by the UA director a market purchase or compensation?

The filing indicates the units were issued as deferred stock units under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan (transaction code V), so it was compensation, not an open-market purchase.

What price was reported for the shares acquired on the UA Form 4?

The Form 4 reports a price of $0, reflecting the issuance of deferred stock units rather than a cash purchase.

Does Carolyn Everson own Class A (UAA) shares according to the filing?

No. The remarks section explicitly states No Class A Common Stock (UAA) is beneficially owned.

When was the Form 4 signed and filed for the UA transaction?

The document shows the transaction date as 10/01/2025 and an attorney-in-fact signature dated 10/02/2025.