Under Armour Form 4/A: Kara Trent’s Amended 201k-Share Award Explained

Rhea-AI Filing Summary

Under Armour, Inc. (UA/UAA) Form 4/A highlights

President of the Americas Kara Trent reported several Class C common-stock transactions that amend a prior Form 4 filed 19-May-2025. The filing corrects the number of shares granted under a 2024 performance-based restricted stock unit (RSU) award.

• 05-05-2025: Automatic acquisition of 74,823 Class C shares at $0 cost upon certification of FY-2025 performance.
• 05-15-2025 (Code F): Disposition of 5,629 shares for tax withholding, also at $0 stated price.
• 05-15-2025 (Code A): Additional grant of 201,613 Class C shares tied to the same 2024 RSU program.

After the transactions, Trent beneficially owns 444,216 Class C shares, all held directly. No Class A (UAA) shares are owned.

The RSUs will vest in three equal annual tranches on 3-Jun-2025, 15-May-2026, and 15-May-2027, aligning long-term executive incentives with company performance. The amendment increases reported share grants versus the previous filing, improving accuracy and compliance with Section 16 reporting rules.

Positive

• Improved transparency: The amendment corrects previously misstated share amounts, reflecting stronger compliance with SEC Section 16 reporting requirements.
• Long-term incentive alignment: Three-year vesting schedule ties executive compensation to future performance, encouraging retention and strategic focus.

Negative

• Incremental dilution: Issuance of 276,436 new Class C shares (net of tax withholding) marginally increases share count, though impact is immaterial at company scale.

Insights

Equity Research Analyst

TL;DR: Corrected Form 4 shows large performance-based grant; minimal market impact, but signals executive retention alignment.

The amended filing adds clarity by restating the actual RSU quantity (201,613 shares) awarded to Kara Trent. Including the earlier 74,823 shares, her stake rises to 444,216 Class C shares—still immaterial relative to Under Armour’s ~475 million diluted share count. Because the shares were granted, not purchased on the open market, the transaction does not indicate incremental insider buying enthusiasm, nor does the small tax-withholding disposition constitute selling pressure. For investors, the filing is largely housekeeping: it modestly increases share-based compensation expense already contemplated in guidance and confirms continued alignment between leadership compensation and multi-year performance targets.

Corporate Governance Specialist

TL;DR: Amendment improves disclosure accuracy; shows adherence to Section 16 and boosts transparency.

From a governance standpoint, correcting the earlier mis-reporting demonstrates prompt compliance and reduces potential regulatory risk. The sizable RSU award, vesting over three years, strengthens retention mechanisms for a key executive while deferring dilution. No complex derivative instruments or 10b5-1 plans were used, simplifying oversight. Overall impact on existing shareholders is immaterial, but the timely amendment reflects positively on Under Armour’s internal controls around insider reporting.

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
Estimated average burden
hours per response:			0.5

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^*

Trent Kara

(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)
	President of the Americas

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		74,823(2)	A	$0	248,232	D
Class C Common Stock	05/15/2025		F		5,629	D	$0	242,603	D
Class C Common Stock	05/15/2025		A		201,613	A	$0	444,216	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 Kara Trent	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.
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FAQ

How many Under Armour Class C shares were granted to Kara Trent on 15-May-2025?

201,613 Class C shares were granted, as corrected in the Form 4/A.

What is Kara Trent’s total Class C ownership after the reported transactions?

She now beneficially owns 444,216 Class C shares held directly.

Why was this Form 4 amended by Under Armour (UAA)?

The original 19-May-2025 filing misreported the share quantity from 2024 performance-based RSUs; the Form 4/A provides the accurate numbers.

Were any shares sold by the executive in this filing?

Only 5,629 shares were withheld (Code F) to cover taxes; no open-market sales occurred.

When will the newly granted RSUs vest?

They vest in three equal installments on 3-Jun-2025, 15-May-2026, and 15-May-2027.