Under Armour (NYSE: UAA) discharges 3.250% notes obligations

Rhea-AI Filing Summary

Under Armour, Inc. has satisfied and discharged its 3.250% Senior Notes due 2026 by irrevocably depositing sufficient funds with Wilmington Trust, National Association on August 18, 2025.

This step releases the company from its remaining obligations under the notes and the related indenture, other than provisions that expressly survive satisfaction and discharge. The notes will continue to appear on the company’s balance sheet as debt until their June 15, 2026 maturity date, and the deposited funds will be recorded as restricted investments until that same date.

Insights

Corporate credit and capital structure analyst

Under Armour defeases 3.250% 2026 notes, shifting them to restricted investments while obligations under the indenture are largely discharged.

Under Armour deposited enough cash or equivalents with its trustee on August 18, 2025 to satisfy and discharge its 3.250% Senior Notes due 2026 under the governing indenture. Once the trustee acknowledged satisfaction and discharge, the company was released from its remaining duties under the notes and indenture, except for those provisions the contract states will survive.

Economically, the funding decision means the company has locked in resources to repay the notes at their June 15, 2026 maturity. From an accounting perspective, the notes remain as liabilities on the balance sheet until maturity, while the deposited funds are shown as “Restricted Investments” over the same period, reflecting that they are reserved specifically for repayment.

This structure can simplify future covenant and refinancing considerations around these notes because the payment source is already set aside and recognized as restricted. The practical impact on leverage ratios or liquidity metrics will depend on how restricted investments and the outstanding notes are treated within those calculations in future financial reporting.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Under Armour (UAA) announce about its 3.250% Senior Notes due 2026?

Under Armour irrevocably deposited sufficient funds with Wilmington Trust, National Association on August 18, 2025 to satisfy and discharge its 3.250% Senior Notes due 2026 under the applicable indenture.

Is Under Armour still obligated under the 3.250% notes after this 8-K?

The company was released from its remaining obligations under the 3.250% Senior Notes and the related indenture, except for those obligations in the indenture that expressly survive satisfaction and discharge.

How will the 3.250% Senior Notes due 2026 appear on Under Armour’s balance sheet?

The notes will remain on Under Armour’s balance sheet as debt until they mature on June 15, 2026, even though sufficient funds have already been deposited with the trustee to repay them.

What are the ‘Restricted Investments’ mentioned in Under Armour’s 8-K?

The funds irrevocably deposited with the trustee to satisfy and discharge the indenture will be reported as “Restricted Investments” on Under Armour’s balance sheet until the June 15, 2026 maturity date of the notes.

When do Under Armour’s 3.250% Senior Notes due 2026 mature?

The 3.250% Senior Notes mature on June 15, 2026, at which time the principal amount will be repaid to bondholders using the funds deposited with the trustee.

Why did this event trigger an 8-K filing for Under Armour (UAA)?

The deposit of funds to satisfy and discharge the 3.250% Senior Notes due 2026 terminated a material definitive agreement under the indenture, which is a reportable event under Item 1.02 of Form 8-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 04:37 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ________________________________________________________________________________ 

FORM 8-K

 ______________________________________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2025

________________________________________________________________________________  

UNDER ARMOUR, INC.

 ________________________________________________________________________________ 

Maryland

001-33202

52-1990078

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 Performance Drive, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock			UAA			New York Stock Exchange
Class C Common Stock			UA			New York Stock Exchange
(Title of each class)			(Trading Symbols)			(Name of each exchange on which registered)

 ________________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On August 18, 2025, Under Armour, Inc. (the “Company”) irrevocably deposited with Wilmington Trust, National Association (the “Trustee”) sufficient funds to satisfy and discharge the Company’s 3.250% Senior Notes due 2026 (the “Notes”) issued pursuant to the First Supplemental Indenture dated as of June 13, 2016 (the “Supplemental Indenture”), which supplements the Indenture dated as of June 13, 2016 (the “Base Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”) between the Company and the Trustee in accordance with its terms, and the Trustee acknowledged such satisfaction and discharge on August 18, 2025. As a result, the Company was released from its remaining obligations under the Notes and the Indenture, other than those obligations in the Indenture that expressly survive satisfaction and discharge. Since the principal amount of the Notes will not be repaid to bondholders until the Notes mature on June 15, 2026 (the “Maturity Date”), the Notes will remain on the Company’s balance sheet until the Maturity Date and the amounts irrevocably deposited with the Trustee in order to satisfy and discharge the Indenture will appear as “Restricted Investments” on the Company’s balance sheet until the Maturity Date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
101			XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNDER ARMOUR, INC.

Date: August 19, 2025

By:

/s/ David E. Bergman

David E. Bergman

Chief Financial Officer