Under Armour SEC Filings

Under Armour, Inc. (UAA) has submitted its Annual Report to Shareholders (Form ARS) to the U.S. Securities and Exchange Commission.

The filing was accepted on 26 June 2025 and is available only as a downloadable PDF; no financial statements, operating highlights, or management commentary are included in the text provided. Investors must access the linked PDF to review the company’s full year results, strategy discussion, and any accompanying audited financial data.

Because the textual portion of the filing contains no substantive disclosures, there is insufficient information to evaluate fiscal performance, outlook, or material risks directly from this content.

Under Armour (NYSE:UAA) filed a DEFA14A, providing additional proxy materials for the 2025 Annual Meeting scheduled on September 3, 2025 in Baltimore.

The notice confirms online availability of the full Proxy Statement and FY-2025 Annual Report and outlines four voting matters:

• Election of 11 directors (board recommends FOR all nominees, including Kevin Plank and Mohamed El-Erian).
• Advisory say-on-pay vote (board FOR).
• Ratification of PwC as independent auditor for FY-2026 (board FOR).
• One shareholder proposal (board AGAINST).

Under Armour, Inc. (NYSE:UAA) has filed its Definitive Proxy Statement (DEF 14A) for the 2025 Annual Meeting of Stockholders, scheduled for September 3, 2025 at 1:00 p.m. ET at the company’s Baltimore headquarters. Holders of Class A and Class B common shares on the June 6, 2025 record date are entitled to vote, while Class C shares remain non-voting.

Four voting items will be presented:

• Election of 11 director nominees to serve until the next annual meeting;
• An advisory “say-on-pay” vote to approve FY-2025 executive compensation;
• Ratification of PricewaterhouseCoopers LLP as auditor for the fiscal year ending March 31, 2026;
• Consideration of one stockholder proposal, opposed by the Board.

The filing also includes XBRL-tagged compensation data related to the new SEC Pay-vs-Performance disclosure, detailing grant-date fair value, year-end valuation changes, and dividends for named executive officers across fiscal years 2020-2025. However, specific dollar amounts are not excerpted in the provided text. No major corporate actions, earnings results, or transactional events are disclosed, making this a routine governance filing focused on annual meeting logistics and executive pay transparency.

Under Armour, Inc. (NYSE: UAA) filed an 8-K announcing the closing of a private placement of $400 million aggregate principal amount of 7.250% senior unsecured notes due July 15, 2030. The notes were issued under the company’s 2016 base indenture as amended by a second supplemental indenture dated 23 June 2025 and are guaranteed by subsidiaries that already support Under Armour’s revolving credit facility.

Use of proceeds: the company intends to apply the net proceeds—together with borrowings under its amended revolver and/or cash on hand—to redeem or otherwise retire the outstanding $600 million 3.25% senior notes due 2026 within 60 days. This refinancing extends the nearest large maturity by four years but materially increases the coupon rate from 3.25% to 7.25%.

Key terms: interest is payable semi-annually each 15 January and 15 July beginning 15 January 2026. The notes are callable at any time before 15 July 2027 at par plus a make-whole premium, and thereafter at declining premiums; up to 40% may be redeemed with equity-offering proceeds at 107.250% before that date. A change-of-control trigger requires a 101% repurchase. The indenture restricts liens, sale-leasebacks and certain mergers and contains standard events of default. Supporting documents (Indenture, Supplemental Indenture, Form of Notes) are filed as Exhibits 4.1-4.3; the June 17 2025 pricing press release is included as Exhibit 99.1.

Under Armour, Inc. (UAA) – Amended Form 4 Overview

CFO David Bergman filed a Form 4/A correcting a prior filing dated 19-May-2025. The amendment clarifies the exact share count awarded under a 2024 performance-based restricted stock unit (RSU) grant tied to FY-2025 results.

• Equity award: 118,141 Class C common shares were credited on 05-May-2025 at no cost (transaction code A).
• Tax withholding: 31,810 Class C shares were withheld on 15-May-2025 for taxes (code F).
• Post-transaction ownership: Bergman directly holds 574,721 Class C shares and 26,835 Class A shares.
• Vesting schedule: The RSUs vest in three equal tranches on 03-Jun-2025, 15-May-2026 and 15-May-2027.
• Reason for amendment: The original Form 4 overstated the number of RSUs granted; this filing provides the correct share amount.

No open-market purchases or sales were reported; the activity reflects standard executive compensation and related tax withholding. There is no direct impact on Under Armour’s financial position, but it updates investors on insider equity alignment.

Form 4/A overview: On 20 Jun 2025 Under Armour, Inc. (ticker UA/UAA) filed an amended Form 4 on behalf of Shawn Curran, the company’s Chief Supply Chain Officer, correcting share figures originally reported on 19 May 2025.

Key transactions: Curran acquired 98,451 Class C common shares on 05 May 2025 and a further 201,613 Class C shares on 15 May 2025, both at a stated price of $0 because the shares represent performance-based restricted stock units (PRSUs) granted in 2024 rather than open-market purchases. After these awards, Curran’s direct beneficial ownership of Class C stock rose from 254,666 to 456,279 shares. He holds no Class A (UAA) shares.

Vesting details: The PRSUs vested following achievement of fiscal-year-2025 performance criteria and will settle in three equal annual instalments on 03 Jun 2025, 15 May 2026 and 15 May 2027.

Investor considerations: 1) Successful performance triggers suggest internal metrics were met, modestly positive for sentiment. 2) Because the award was earned, not purchased, it does not signal incremental insider buying power. 3) Additional shares increase fully diluted share count, although dilution from 300 k shares is de-minimis versus Under Armour’s total outstanding. 4) Administrative correction removes prior reporting error but has no cash-flow or earnings impact.

Under Armour, Inc. (NYSE: UA/UAA) – Amended Form 4 filing discloses that Chief Product Officer Yassine Saidi received two performance-based equity grants of the company’s Class C common stock.

• 05/05/2025: 98,451 Class C shares awarded at an accounting price of $0.
• 05/15/2025: 201,613 Class C shares awarded at an accounting price of $0.

The transactions raise Saidi’s directly held Class C position to 465,996 shares. No Class A stock is owned.

The award stems from 2024 performance-based restricted stock units (PSUs). Following fiscal-year-2025 performance, the PSUs will vest in three equal tranches on June 3, 2025; May 15, 2026; and May 15, 2027.

This filing corrects a prior Form 4 submitted on 05/19/2025 that understated the share count related to the PSU award. All shares were acquired from the company rather than through open-market purchases, so no cash changed hands and there is no immediate revenue impact to the issuer.