Every 8-K that Under Armour, Inc. (UAA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UAA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UAA filings page.
Under Armour, Inc. (UA) reported the results of its August 26, 2026 Annual Meeting of Stockholders. Stockholders elected 11 directors, each receiving more than 431 million votes "for," with Douglas E. Coltharp and Mohamed A. El-Erian each receiving over 451 million votes for election.
Stockholders approved, on a non-binding advisory basis, the company’s executive compensation by a vote of 447,520,994 for, 5,729,825 against, and 271,208 abstentions, with 24,878,365 broker non-votes. They also approved the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, with 441,500,764 for, 11,890,670 against, and 130,593 abstentions.
In addition, stockholders ratified PricewaterhouseCoopers LLP as Under Armour’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 473,445,403 for, 4,741,568 against, and 213,421 abstentions. No other matters were submitted for action.
Under Armour, Inc. reported first-quarter fiscal 2027 net revenues of $1.10 billion, down 3 percent year over year, in a challenging demand environment. Gross margin improved by 590 basis points to 54.1 percent, largely from refunds tied to prior IEEPA tariff costs, partly offset by foreign exchange and mix headwinds. GAAP income from operations was $46.7 million, with net income of $0.5 million and diluted EPS of $0.00; adjusted net income was $21.0 million, or adjusted diluted EPS of $0.05.
North America revenue declined 9 percent to $609.8 million, while international rose 5 percent to $490.0 million, led by double-digit growth in EMEA and declines in Asia-Pacific. Wholesale revenue fell 2 percent and direct-to-consumer 6 percent, with eCommerce down 12 percent. Inventory was $1.1 billion, down 3 percent, and cash and equivalents totaled $396 million with $200 million drawn on a $1.1 billion revolver after settling Senior Notes due 2026. Under Armour updated fiscal 2027 guidance to a mid-single-digit revenue decline but maintained expectations for gross margin expansion of 220 to 270 basis points and adjusted operating income of $140 million to $160 million, implying adjusted EPS of $0.08 to $0.12 alongside a small GAAP loss per share.
Under Armour reported fourth-quarter and full-year fiscal 2026 results, expanded its restructuring plan, and issued an initial fiscal 2027 outlook. Fourth-quarter revenue was $1.17 billion, down 1%, with North America declining 7% and international growing 10%. Gross margin fell to 42.0%, and the quarter produced a net loss of $43 million, or $0.10 per share, while adjusted net loss was $11 million, or $0.03 per share.
For fiscal 2026, revenue declined 4% to $5.0 billion and the company recorded a net loss of $496 million, heavily influenced by a $247 million valuation allowance on U.S. federal deferred tax assets, while adjusted net income was $50 million and adjusted diluted EPS was $0.12. The fiscal 2025 restructuring plan has been extended to total about $305 million of charges, with $261 million incurred to date and substantial completion expected by December 31, 2026. For fiscal 2027, revenue is expected to decline slightly, but gross margin is projected to improve by 220 to 270 basis points and adjusted operating income is targeted between $140 million and $160 million, with adjusted diluted EPS between $0.08 and $0.12.
Under Armour, Inc. has appointed Reza Taleghani as Executive Vice President and Chief Financial Officer, effective February 11, 2026. On the same date, he also became the company’s principal financial officer, taking over this role from David Bergman.
Bergman will remain with Under Armour as a senior advisor for a transition period, which is intended to support continuity as Taleghani assumes the finance leadership responsibilities. The filing is primarily a leadership and governance update and does not include financial results or transaction details.
Under Armour reported third quarter fiscal 2026 results showing weaker sales but better-than-expected adjusted profitability. Revenue fell 5% to $1.33 billion, with North America down 10% and Asia-Pacific down about 5%, partly offset by 6% growth in EMEA and nearly 20% growth in Latin America. By product, apparel declined 3%, footwear 12%, and accessories 3%.
Gross margin fell 310 basis points to 44.4%, mainly from higher tariffs and mix shifts. The company posted a GAAP operating loss of $150 million and a GAAP net loss of $431 million, driven largely by a $247 million non-cash tax valuation allowance. On an adjusted basis, operating income was $26 million and net income was $37 million, or $0.09 of adjusted diluted EPS. Management now expects fiscal 2026 revenue to decline about 4% and adjusted diluted EPS of $0.10–$0.11, above its prior outlook, while continuing to absorb restructuring and litigation-related costs.
Under Armour, Inc. reported that Chief Product Officer and named executive officer Yassine Saidi will step down from his role on February 2, 2026 to pursue other opportunities. He will remain involved with the company’s product creation organization through February 2027 as Special Advisor, Design and Expression under a consulting services agreement.
Under this agreement, Mr. Saidi is expected to receive approximately $375,000 per quarter, continued vesting of his outstanding equity awards during the consulting term, and certain tax support services. The company also issued a press release detailing his departure and other executive changes, which is included as an exhibit to this report.
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.
Under Armour, Inc. reported results from its Annual Meeting of Stockholders held on September 3, 2025. Stockholders elected all nominated directors to the Board, with each nominee receiving a substantial majority of votes cast and typical broker non-votes recorded.
In a non-binding advisory vote on executive compensation, stockholders approved the company’s pay programs by 435,912,978 votes for, 22,420,861 against, and 3,126,463 abstentions, with 25,036,187 broker non-votes. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026, by 476,031,202 votes for, 10,298,526 against, and 166,761 abstentions.
A stockholder proposal presented at the meeting was not approved, receiving 11,823,025 votes for, 446,229,645 against, 3,407,632 abstentions, and 25,036,187 broker non-votes. No other matters were submitted for stockholder action.
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.
Under Armour filed a Form 8-K announcing it issued a press release with financial results for the quarter ended June 30, 2025. The release is furnished as Exhibit 99.1 and incorporated by reference.
The Company scheduled a conference call for 8:30 a.m. ET on August 8, 2025 to discuss the results. The filing also includes Inline XBRL materials (Exhibits 101 and 104). Under Armour’s Class A (UAA) and Class C (UA) shares are listed on the NYSE.
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.