Under Armour, Inc. SEC Filings

Under Armour director V. Prem Watsa has filed an initial ownership report showing substantial indirect stakes in the company. The filing lists 19,307,536 Class A common shares and 3,244,309 Class C common shares of Under Armour, Inc. held indirectly through wholly owned subsidiaries of Fairfax Financial Holdings Limited, where Mr. Watsa serves as Chief Executive Officer and controlling person through various holding companies. The reporting persons state that they disclaim beneficial ownership of these securities except to the extent of any pecuniary interest.

Under Armour, Inc. received an amended ownership report showing that V. Prem Watsa, together with multiple affiliated Fairfax entities, has beneficial ownership of 30,454,445 shares of Class A Common Stock, representing 16.1% of that class. This percentage is calculated based on 188,834,386 Class A shares outstanding as of October 31, 2025, as reported by Under Armour.

The filing allocates portions of this stake among several insurance and holding company subsidiaries, such as FFHL Group Ltd., Odyssey Reinsurance–related entities, Crum & Forster–related entities, Brit Group–related entities, and Allied World–related entities. The reporting persons state that the securities were not acquired and are not held for the purpose of changing or influencing control of Under Armour, and they expressly disclaim beneficial ownership for certain legal purposes.

Under Armour, Inc. received a major ownership disclosure from V. Prem Watsa and a large group of affiliated Fairfax entities, who jointly report beneficial ownership of 16,991,049 Class A shares, representing 9.0% of the class. This percentage is based on 188,834,386 Class A shares outstanding as of October 31, 2025, as reported by Under Armour.

The filing is made on a Schedule 13G, meaning the securities are certified as not acquired or held for the purpose of changing or influencing control of Under Armour. The report notes that it is a late filing due to an inadvertent administrative error. Across the various Fairfax-related entities, voting and dispositive power over the shares is reported on a shared, not sole, basis.

Under Armour, Inc. insider filing: Chief Legal Officer Mehri F. Shadman reported a Form 4 transaction dated 11/15/2025. The filing shows a disposition of 6,094 shares of Class C Common Stock with a transaction code “F,” typically used for shares withheld to cover taxes on equity awards at a stated price of $0. After this transaction, Shadman beneficially owns 188,544 shares of Class C Common Stock and 1,570 shares of Class A Common Stock, all held directly. No derivative securities are reported as acquired or disposed of in this filing.

Under Armour, Inc. (UA) reported an insider equity transaction by its Chief Supply Chain Officer, Shawn Curran. On 11/15/2025, Curran disposed of 10,749 shares of Class C common stock in a transaction coded "F" at a stated price of $0, which typically reflects shares withheld to cover obligations such as taxes in connection with equity awards. Following this transaction, Curran beneficially owns 419,674 shares of Class C common stock directly. The filing also notes that no Class A common stock (UAA) is beneficially owned.

Under Armour updated its fiscal 2025 restructuring plan and announced plans to separate the Curry Brand. The Board approved a $95 million increase in anticipated charges, bringing the total plan to up to $255 million of pre-tax restructuring and related charges to be incurred during fiscal years 2025 and 2026.

• Cash charges: up to $107 million, including approximately $34 million in employee severance and benefits and $73 million tied to transformational initiatives.
• Non-cash charges: up to $148 million, including approximately $7 million in severance and $141 million for contract terminations, facility, software, and other asset-related charges and impairments.

As of September 30, 2025, the company had recognized approximately $147 million of these charges ($82 million cash and $65 million non-cash). The plan is expected to be substantially complete by the end of fiscal 2026. On November 13, 2025, Under Armour and Stephen Curry announced plans to separate the Curry Brand; related details were provided in an attached press release.

Under Armour reported quarterly results. For the three months ended September 30, 2025, net revenues were $1,333,380 with a net loss of $18,814, compared to a profit a year ago. Gross profit was $630,584 as cost of goods sold held roughly flat while SG&A of $581,632 and restructuring charges of $31,906 weighed on operating income, which fell to $17,046. Interest expense also rose.

On the balance sheet, cash was $395,991 and inventories $1,037,166. Current maturities of long-term debt were $599,439. The company issued $400,000 of 7.25% senior notes due 2030, borrowed $200,000 under its revolver, and satisfied and discharged its 3.25% notes due 2026, with related trust assets shown in restricted investments of $604,065. It repurchased $25,000 of Class C stock, retiring 5.2 million shares under its authorization.

By quarter end, total liabilities were $3,043,800 and stockholders’ equity was $1,855,678. A previously disclosed derivative litigation settlement received final state court approval, and related insurance coverage litigation remains on appeal.

Under Armour, Inc. filed an 8-K noting two developments: it released financial results for the quarter ended September 30, 2025 (via Exhibit 99.1) and announced a CFO transition. The company scheduled a conference call for 8:30 a.m. ET on November 6, 2025 to discuss results.

Reza Taleghani will join as Executive Vice President, Chief Financial Officer and principal financial officer in February 2026. David Bergman will step down when Mr. Taleghani starts and remain as a senior advisor into the first quarter of fiscal 2027 to support the transition. Mr. Taleghani’s compensation includes an annual base salary of $825,000, a $250,000 signing bonus, and eligibility for a fiscal 2026 cash incentive with a target equal to 75% of base salary, guaranteed at 100% of target for fiscal 2026. Upon joining, he is expected to receive time-based non-qualified stock options with a grant date value of $2,500,000, an additional time-based options award of $1,500,000, and a one-time special restricted cash award of $1,500,000, each vesting in three equal annual installments.

David W. Gibbs, a director of Under Armour, Inc. (UA), reported a transaction dated 10/01/2025 in which 5,891.39 Class C Common Stock units were acquired at a $0 price as deferred stock units tied to director fees under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. After the transaction, Mr. Gibbs beneficially owned 162,251.13 Class C shares in total and held an additional 50,000 Class C shares indirectly through the SJG Irrevocable Trust. The filing notes that no Class A Common Stock (UAA) is beneficially owned. The form was signed on behalf of Mr. Gibbs by an attorney-in-fact on 10/02/2025.