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Fairfax group details 45.3M Under Armour (UA) Class A shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Fairfax Financial Holdings Limited and its affiliates report beneficial ownership of 45,300,872 Class A Shares of Under Armour, Inc., representing 24.0% of the class. This stake is calculated using 188,834,386 Class A Shares outstanding as of January 31, 2026.

The filing is Amendment No. 1 to a Schedule 13D and updates the list of 31 reporting persons, including V. Prem Watsa and numerous Fairfax-controlled insurance and holding companies. For each reporting person, the amendment details shared voting and shared dispositive power over the reported shares, with no sole voting or dispositive power.

The document also states that no other person has the right to receive dividends or sale proceeds from these shares beyond the reporting persons. Exhibits referenced in the amendment list directors and executive officers, their individual beneficial ownership, and any transactions in Under Armour Class A Shares during the last 60 days.

Positive

  • None.

Negative

  • None.
Beneficial ownership 45,300,872 Class A Shares Shares beneficially owned by each of the primary reporting persons
Ownership percentage 24.0% of Class A Shares Percent of class represented by 45,300,872 shares
Shares outstanding 188,834,386 Class A Shares Under Armour Class A Shares outstanding as of January 31, 2026
FFHL Group holding 34,077,356 shares (18.0%) Aggregate amount beneficially owned by FFHL Group Ltd.
Fairfax (US) holding 31,098,326 shares (16.5%) Aggregate amount beneficially owned by FAIRFAX (US) INC.
Crum & Forster holding 19,742,322 shares (10.5%) Aggregate amount beneficially owned by CRUM & FORSTER HOLDINGS CORP.
North River holding 4,862,016 shares (2.6%) Aggregate amount beneficially owned by THE NORTH RIVER INSURANCE COMPANY
Allied World Assurance holding 11,223,516 shares (5.9%) Aggregate amount beneficially owned by Allied World Assurance entities
beneficially owned financial
"the aggregate number and percentage of Shares ... that are beneficially owned by each of the Reporting Persons"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting power financial
"Number of Shares Beneficially Owned by Each Reporting Person With: 7 Sole Voting Power 0.00 8 Shared Voting Power 45,300,872.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive power financial
"Number of Shares Beneficially Owned by Each Reporting Person With: 9 Sole Dispositive Power 0.00 10 Shared Dispositive Power 45,300,872.00"
Schedule 13D regulatory
"this Amendment No. 1 to (this "Amendment") amends the statement on filed with the (the "SEC")"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Exchange Act regulatory
"Pursuant to Rule 13d-2 promulgated , as amended (the "Exchange Act"), this Amendment No. 1"
A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.
joint filing agreement regulatory
"Exhibit 99.7 Joint Filing Agreement dated as of May 15, 2026 among the Reporting Persons"





904311107

(CUSIP Number)
Sean J. Skiffington
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
647.280.5756


Ryan E. Robski
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
416.302.1391

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/13/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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V. PREM WATSA
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa
Date:05/15/2026
THE SECOND 810 HOLDCO LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, Director
Date:05/15/2026
THE SECOND 1109 HOLDCO LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:05/15/2026
THE SIXTY TWO INVESTMENT COMPANY LIMITED
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:05/15/2026
FAIRFAX FINANCIAL HOLDINGS LIMITED
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, President and Chief Operating Officer
Date:05/15/2026
FFHL GROUP LTD.
Signature:/s/ V. Prem Watsa
Name/Title:V. Prem Watsa, President
Date:05/15/2026
FAIRFAX (BARBADOS) INTERNATIONAL CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
WENTWORTH INSURANCE COMPANY LTD.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
FAIRFAX (US) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ODYSSEY GROUP HOLDINGS, INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ODYSSEY REINSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
HUDSON INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
HUDSON EXCESS INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ZENITH NATIONAL INSURANCE CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ZENITH INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
CRUM & FORSTER HOLDINGS CORP.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
UNITED STATES FIRE INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
THE NORTH RIVER INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
FAIRFAX UK HOLDINGS LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:05/15/2026
BRIT GROUP HOLDINGS LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:05/15/2026
BRIT INSURANCE HOLDINGS LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:05/15/2026
BRIT REINSURANCE (BERMUDA) LIMITED
Signature:/s/ Gavin Wilkinson
Name/Title:Gavin Wilkinson, Group Chief Financial Officer
Date:05/15/2026
1102952 B.C. UNLIMITED LIABILITY COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD ASSURANCE COMPANY, LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
AW UNDERWRITERS INC.
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
ALLIED WORLD SPECIALTY INSURANCE COMPANY
Signature:/s/ Peter Clarke
Name/Title:Peter Clarke, Attorney-In-Fact
Date:05/15/2026
Comments accompanying signature:
Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020). Power of attorney, dated June 14, 2021 (incorporated by reference to Exhibit 5 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021).

FAQ

What stake in Under Armour (UA) does Fairfax report in this Schedule 13D/A?

Fairfax and its affiliates report beneficial ownership of 45,300,872 Under Armour Class A Shares, representing 24.0% of the class. This percentage is based on 188,834,386 Class A Shares outstanding as of January 31, 2026, as reported by Under Armour.

How is Fairfax’s percentage ownership of Under Armour (UA) Class A Shares calculated?

The 24.0% beneficial ownership is calculated using 188,834,386 Under Armour Class A Shares outstanding as of January 31, 2026. Fairfax and its affiliates collectively report holding 45,300,872 shares, and this amendment specifies that calculation method explicitly in Item 5(a).

Which entities are included as reporting persons in Fairfax’s Under Armour (UA) filing?

The amendment lists 31 reporting persons, including V. Prem Watsa, Fairfax Financial Holdings Limited, FFHL Group Ltd., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., Allied World Assurance entities, Brit entities, and several Fairfax insurance subsidiaries based in Canada, the U.S., Bermuda and the U.K.

What voting and dispositive powers does Fairfax report over Under Armour (UA) shares?

For each reporting person, the filing shows zero sole voting and sole dispositive power, and shared voting and shared dispositive power over the reported shares. For example, several entities report shared voting and dispositive power over 45,300,872 Class A Shares in the cover page tables.

How many Under Armour (UA) shares do key Fairfax subsidiaries beneficially own?

Several Fairfax subsidiaries report sizable holdings, such as FFHL Group Ltd. with 34,077,356 shares (18.0%), Fairfax (US) Inc. with 31,098,326 shares (16.5%), Crum & Forster Holdings Corp. with 19,742,322 shares (10.5%), and The North River Insurance Company with 4,862,016 shares (2.6%).

Does anyone besides Fairfax’s reporting group have rights to Under Armour (UA) dividends or sale proceeds?

The amendment states that no person is known to have the right to receive, or to direct the receipt of, dividends or sale proceeds from the Under Armour Class A Shares held by the reporting persons, other than each of the reporting persons themselves.

What additional information is contained in the exhibits to Fairfax’s Under Armour (UA) Schedule 13D/A?

Exhibits include lists of directors and executive officers of the reporting persons, their individual beneficial ownership of Under Armour Class A Shares, recent transactions in the shares during the last 60 days, and a joint filing agreement dated May 15, 2026 among the reporting persons.