Under Armour (NYSE: UA) gets 22.2% Class A stake disclosed by Fairfax
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D
Under Armour, Inc. investors are informed that V. Prem Watsa and a group of Fairfax-affiliated entities have filed a Schedule 13D reporting significant ownership of the company’s Class A common stock. The group beneficially owns 41,958,923 Class A Shares, representing 22.2% of the class, based on 188,834,386 Class A Shares outstanding as of October 31, 2025.
The filing states that the Class A Shares were purchased with cash on hand from existing investment portfolios and were acquired for investment purposes. The Fairfax-affiliated entities indicate they may buy additional Under Armour securities or sell some or all of their holdings depending on price, market conditions, availability of funds and other factors, but they report no present intention to pursue the transactions typically listed in Item 4 of Schedule 13D, such as mergers or other control-related actions.
Positive
- None.
Negative
- None.
Insights
Fairfax discloses a 22.2% investment stake in Under Armour Class A.
The filing shows that V. Prem Watsa and a wide group of Fairfax-related entities collectively beneficially own 41,958,923 Under Armour Class A Shares, or 22.2% of that class, calculated from 188,834,386 shares outstanding as of October 31, 2025. Voting and dispositive power over these shares is reported as shared among the reporting persons, with no sole voting or dispositive power.
The shares were acquired using cash from existing investment portfolios and are described as being held for investment purposes. The group notes that it may purchase additional securities or sell holdings depending on price, market conditions, availability of funds, evaluation of alternative investments and other factors, while stating no present intention to undertake the types of strategic actions enumerated in Item 4 of Schedule 13D.
The disclosure formalizes Fairfax’s role as a large shareholder in Under Armour’s Class A equity structure. Future changes in their beneficial ownership, or any shift from investment intent toward more active corporate actions, would be expected to appear in subsequent regulatory disclosures if they occur.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Under Armour, Inc. (Name of Issuer) |
Class A Common Stock ("Class A Shares") (Title of Class of Securities) |
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) |
12/30/2025 (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).
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
V. PREM WATSA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,958,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
THE SECOND 810 HOLDCO LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,958,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
THE SECOND 1109 HOLDCO LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,958,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
THE SIXTY TWO INVESTMENT COMPANY LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,958,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
FAIRFAX FINANCIAL HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,958,923.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
FFHL GROUP LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,428,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
FAIRFAX (US) INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,428,449.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ODYSSEY GROUP HOLDINGS, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,799,447.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ODYSSEY REINSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,799,447.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
CRUM & FORSTER HOLDINGS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,629,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
UNITED STATES FIRE INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,629,002.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
THE NORTH RIVER INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,537,154.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
FAIRFAX UK HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,873,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
BRIT GROUP HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,873,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
BRIT INSURANCE HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,873,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
BRIT REINSURANCE (BERMUDA) LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,873,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
1102952 B.C. UNLIMITED LIABILITY COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,657,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,657,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,657,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,657,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,028,748.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,028,748.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW HAMPSHIRE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,028,748.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
AW UNDERWRITERS INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
607,700.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD SPECIALTY INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
607,700.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock ("Class A Shares") |
| (b) | Name of Issuer:
Under Armour, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
101 PERFORMANCE DRIVE, BALTIMORE,
MARYLAND
, 21230. |
| Item 2. | Identity and Background |
| (a) | (i) V. PREM WATSA
(ii) THE SECOND 810 HOLDCO LTD.
(iii) THE SECOND 1109 HOLDCO LTD.
(iv) THE SIXTY TWO INVESTMENT COMPANY LIMITED
(v) FAIRFAX FINANCIAL HOLDINGS LIMITED
(vi) FFHL GROUP LTD.
(vii) FAIRFAX (US) INC.
(viii) ODYSSEY GROUP HOLDINGS, INC.
(ix) ODYSSEY REINSURANCE COMPANY
(x) CRUM & FORSTER HOLDINGS CORP.
(xi) UNITED STATES FIRE INSURANCE COMPANY
(xii) THE NORTH RIVER INSURANCE COMPANY
(xiii) FAIRFAX UK HOLDINGS LIMITED
(xiv) BRIT GROUP HOLDINGS LIMITED
(xv) BRIT INSURANCE HOLDINGS LIMITED
(xvi) BRIT REINSURANCE (BERMUDA) LIMITED
(xvii) 1102952 B.C. UNLIMITED LIABILITY COMPANY
(xviii) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
(xix) ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
(xx) ALLIED WORLD ASSURANCE COMPANY, LTD
(xxi) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
(xxii) ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
(xxiii) ALLIED WORLD INSURANCE COMPANY
(xxiv) AW UNDERWRITERS INC.
(xxv) ALLIED WORLD SPECIALTY INSURANCE COMPANY |
| (b) | (i) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(ii) 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7
(iii) 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7
(iv) 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L2
(v) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(vi) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(vii) 401 East Corporate Drive, Suite 200, Lewisville, Texas, 75057, USA
(viii) 300 First Stamford Place, Stamford, Connecticut, USA 06902
(ix) 300 First Stamford Place, Stamford, Connecticut, USA 06902
(x) 1209 Orange Street, Wilmington, Delaware, USA 19801
(xi) 1209 Orange Street, Wilmington, Delaware, USA 19801
(xii) 305 Madison Avenue, Morristown, New Jersey, USA, 07962
(xiii) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;
(xiv) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;
(xv) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;
(xvi) Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11
(xvii) 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L2
(xviii) 27 Richmond Road, Pembroke, Bermuda HM 08
(xix) 27 Richmond Road, Pembroke, Bermuda HM 08
(xx) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxi) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxii) 1209 Orange Street, Wilmington, Delaware, USA 19801
(xxviii) 199 Water Street, 26th Floor, New York, New York USA 10038
(xxiv) 199 Water Street, 26th Floor, New York, New York USA 10038
(xxv) 199 Water Street, 26th Floor, New York, New York USA 10038 |
| (c) | For each of the Reporting Persons, a full response to Item 2(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Exhibit 99.1 hereto. |
| (d) | (i) No
(ii) No
(iii) No
(iv) No
(v) No
(vi) No
(vii) No
(viii) No
(ix) No
(x) No
(xi) No
(xii) No
(xiii) No
(xiv) No
(xv) No
(xvi) No
(xvii) No
(xviii) No
(xix) No
(xx) No
(xxi) No
(xxii) No
(xxiii) No
(xxiv) No
(xxv) No |
| (e) | (i) No
(ii) No
(iii) No
(iv) No
(v) No
(vi) No
(vii) No
(viii) No
(ix) No
(x) No
(xi) No
(xii) No
(xiii) No
(xiv) No
(xv) No
(xvi) No
(xvii) No
(xviii) No
(xix) No
(xx) No
(xxi) No
(xxii) No
(xxiii) No
(xxiv) No
(xxv) No |
| (f) | (i) CANADA
(ii) CANADA
(iii) CANADA
(iv) BRITISH COLUMBIA
(v) CANADA
(vi) CANADA
(vii) DELAWARE
(viii) DELAWARE
(ix) CONNECTICUT
(x) DELAWARE
(xi) DELAWARE
(xii) NEW JERSEY
(xiii) UNITED KINGDOM
(xiv) UNITED KINGDOM
(xv) UNITED KINGDOM
(xvi) BERMUDA
(xvii) CANADA
(xviii) BERMUDA
(xix) BERMUDA
(xx) BERMUDA
(xxi) BERMUDA
(xxii) DELAWARE
(xxviii) NEW HAMPSHIRE
(xxiv) DELAWARE
(xxv) DELAWARE |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source of funds for the purchase of the Class A Shares beneficially owned by the Reporting Persons was cash on hand from existing investment portfolios. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Class A Shares for investment purposes. One or more entities affiliated with Fairfax, including one or more of the Reporting Persons, may determine to purchase additional securities of Under Armour, Inc. in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Shares or other securities of Under Armour, Inc., one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no present intention to effect any of the transactions specified in Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Based on the most recent information available, the aggregate number and percentage of Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
The percentage of Class A Shares beneficially owned by each of the Reporting Persons was calculated based on 188,834,386 Class A Shares outstanding as of October 31, 2025, as reported by Under Armour, Inc. |
| (b) | The numbers of Class A Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. |
| (c) | Except as described in Exhibit 99.2, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Exhibit 99.1 for each of the Reporting Persons, beneficially owns, or has acquired or disposed of, any Class A Shares during the last 60 days. |
| (d) | No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Class A Shares held by the Reporting Persons other than each of the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Directors and Officers of the Reporting Persons
Exhibit 99.2 Transactions in the Class A Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days
Exhibit 99.3 Joint Filing Agreement dated as of January 5, 2026 among the Reporting Persons |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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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
How many Under Armour (UA) Class A Shares do the Fairfax-affiliated entities own?
The reporting group led by V. Prem Watsa reports beneficial ownership of 41,958,923 Under Armour Class A Shares, as shown in the aggregate amount in Row 11 for the reporting persons.
What percentage of Under Armour (UA) Class A stock is held by the Fairfax group?
The filing states that the Fairfax-affiliated reporting persons beneficially own 22.2% of Under Armour’s Class A Shares, based on 188,834,386 Class A Shares outstanding as of October 31, 2025.
Who is the lead reporting person in this Under Armour (UA) Schedule 13D?
The lead individual reporting person is V. Prem Watsa, alongside multiple affiliated entities including Fairfax Financial Holdings Limited and various Fairfax insurance and holding subsidiaries listed in Item 2(a).
Why did the Fairfax entities acquire Under Armour (UA) Class A Shares?
Item 4 explains that the Reporting Persons acquired the Class A Shares for investment purposes, using cash on hand from existing investment portfolios as described in Item 3.
Do the Fairfax-affiliated Reporting Persons plan to change control of Under Armour (UA)?
The Reporting Persons state they have no present intention to effect the types of transactions specified in Item 4 of Schedule 13D, which include various control-related corporate actions.
Can the Fairfax group buy or sell additional Under Armour (UA) shares in the future?
Item 4 notes that one or more entities affiliated with Fairfax, including the Reporting Persons, may decide to purchase additional securities or sell some or all of their Under Armour holdings, depending on price, market conditions, availability of funds, evaluation of alternative investments and other factors.
What share count did the Fairfax group use to calculate its ownership percentage in Under Armour (UA)?
Item 5(a) states that the 22.2% ownership percentage was calculated using 188,834,386 Class A Shares outstanding as of October 31, 2025, as reported by Under Armour, Inc.