Form 4: David W. Gibbs Adds 30,674.85 Class C Shares to UAA Holdings

Rhea-AI Filing Summary

David W. Gibbs, a director of Under Armour, Inc. (UAA), received an annual restricted stock unit grant under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. The reported transaction dated 09/03/2025 shows 30,674.85 shares of Class C Common Stock acquired at a reported price of $0. After this grant, Mr. Gibbs beneficially owned 156,359.74 shares of Class C Common Stock directly and had an additional 50,000 shares attributed indirectly via the SJG Irrevocable Trust. The filing notes that he does not beneficially own any Class A Common Stock (UAA).

Positive

• Annual restricted stock unit grant reported under the Fiscal Year 2025 Non-Employee Director Compensation Plan
• Incremental increase in direct beneficial ownership to 156,359.74 Class C shares following the transaction
• Indirect holdings disclosed of 50,000 shares via the SJG Irrevocable Trust
• Clear disclosure that no Class A Common Stock (UAA) is beneficially owned

Negative

• None.

Insights

Securities/Equity Analyst

TL;DR: Routine director RSU award recorded; modest increase in beneficial ownership on 09/03/2025.

The Form 4 documents an annual restricted stock unit grant to director David W. Gibbs under Under Armour’s FY2025 Non-Employee Director Compensation Plan. The transaction shows 30,674.85 Class C shares acquired at a reported price of $0, increasing direct beneficial ownership to 156,359.74 shares and reflecting an additional 50,000 shares held indirectly via an SJG Irrevocable Trust. This is a standard equity-compensation disclosure required by Section 16.

Corporate Governance Expert

TL;DR: Disclosure reflects routine director compensation; no departures from standard filing practice.

The filing states the award is an annual restricted stock unit grant pursuant to the company’s non-employee director plan and is signed by an Attorney-in-Fact. It also clarifies that no Class A Common Stock is beneficially owned by the reporting person. The information is concise and limited to the compensation-related ownership change.

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^*

Gibbs David W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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

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(1)	09/03/2025		A		30,674.85	A	$0	156,359.74	D
Class C Common Stock								50,000	I	SJG Irrevocable Trust

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. Annual restricted stock unit grant pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

Remarks:

No Class A Common Stock (UAA) is beneficially owned. Exhibit List Exhibit 24 - Power of Attorney.

	/s/ Mehri F. Shadman, Attorney-in-Fact for David W. Gibbs	09/05/2025
	** 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 transaction did David W. Gibbs report on Form 4 for UAA?

The Form 4 reports an annual restricted stock unit grant on 09/03/2025 resulting in acquisition of 30,674.85 Class C shares at a reported price of $0.

How many UAA shares does David W. Gibbs beneficially own after the reported transaction?

After the transaction, Mr. Gibbs beneficially owns 156,359.74 Class C shares directly and has 50,000 Class C shares indirectly via the SJG Irrevocable Trust.

Was the Form 4 for UAA signed and when?

The Form 4 was signed by Mehri F. Shadman, Attorney-in-Fact for David W. Gibbs on 09/05/2025.

Does the filing indicate any Class A Common Stock (UAA) ownership for David W. Gibbs?

The filing explicitly states that no Class A Common Stock (UAA) is beneficially owned by the reporting person.

Under what plan was the equity granted to David W. Gibbs?

The equity was granted as an annual restricted stock unit grant pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.