UAA Form 4/A Shows 300k-Share PRSU Vesting for Supply Chain Chief

Rhea-AI Filing Summary

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.

Positive

• Achievement of FY-2025 performance goals triggered vesting of 300,064 Class C shares, indicating internal targets were met.
• Executive ownership rises to 456,279 shares, modestly increasing alignment with shareholder interests.

Negative

• Minimal share dilution occurs as the newly vested shares add to the outstanding Class C total.
• Initial reporting inaccuracy required a Form 4/A amendment, highlighting a prior disclosure oversight.

Insights

Securities Analyst

TL;DR: PRSU vesting adds 300 k shares to executive, signalling targets met; neutral valuation impact.

The amended filing clarifies that FY-2025 performance hurdles were achieved, unlocking 300,064 Class C shares for the Chief Supply Chain Officer. While the award increases insider equity exposure—usually viewed positively—it is not an open-market purchase and involves no cash outlay. From a capital-structure standpoint, dilution is immaterial relative to Under Armour’s ~400 m share base. I view the disclosure as routine and largely neutral for near-term valuation.

Corporate Governance Expert

TL;DR: Filing corrects prior error; governance process functioning, but no major impact.

The company promptly filed a Form 4/A to rectify an incorrect share count, demonstrating adherence to Section 16 reporting standards. The sizeable award aligns executive and shareholder interests, yet the correction underscores the importance of accurate initial filings. No red flags emerge, and the governance implications are neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Curran Shawn

(Last) (First) (Middle)

101 PERFORMANCE DRIVE

(Street)

BALTIMORE MD 21230

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc. [ UA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Supply Chain Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock	05/05/2025(1)		A		98,451(2)	A	$0	254,666	D
Class C Common Stock	05/15/2025		A		201,613	A	$0	456,279	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In 2024, the reporting person was granted performance based restricted stock units tied to performance of the Company in its fiscal year 2025. Based on the performance of the Company, the award will now vest in three equal annual installments on June 3, 2025, May 15, 2026 and May 15, 2027.

2. This Form 4 corrects the Form 4 filed on May 19, 2025, which incorrectly reported the number of shares awarded pursuant to the performance based restricted stock units granted to the reporting person in 2024.

Remarks:

No Class A Common Stock (UAA) is beneficially owned.

	/s/ Mehri F. Shadman, Attorney-in-Fact for Shawn Curran	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Shawn Curran report in the 20 Jun 2025 Form 4/A for UAA?

He disclosed receipt of 98,451 and 201,613 Class C shares from performance-based RSUs granted in 2024.

How many Under Armour Class C shares did Curran acquire in total?

300,064 shares (98,451 on 05 May 2025 and 201,613 on 15 May 2025).

Were the shares purchased on the open market?

No. They resulted from vesting of performance-based restricted stock units and were issued at $0 cost.

Why was this Form 4 amended?

To correct the number of shares previously reported on 19 May 2025 for the same PRSU award.

What is Curran’s total Class C ownership after the transactions?

He now directly owns 456,279 Class C shares and no Class A shares.