UAA Form 4: Carolyn Everson Awarded 30,674.85 Class C RSUs

Rhea-AI Filing Summary

Carolyn N. Everson, a director of Under Armour, Inc. (UAA), received an annual restricted stock unit grant. On 09/03/2025 she was awarded 30,674.85 Class C common stock units under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan at a reported price of $0 per unit. Following the grant she beneficially owns 105,527.5 shares of Class C common stock. The filing explicitly states she does not beneficially own any Class A common stock. The Form 4 was executed on 09/05/2025 by Mehri F. Shadman as attorney-in-fact for Ms. Everson and includes Exhibit 24, a power of attorney.

Positive

• Annual RSU grant disclosed showing transparent director compensation
• Post-grant beneficial ownership of 105,527.5 Class C shares is stated explicitly
• Filing executed by authorized attorney-in-fact and includes Exhibit 24 (Power of Attorney)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual RSU grant to a non-employee director consistent with standard director compensation practices.

The filing documents a non-derivative issuance of 30,674.85 Class C restricted stock units to Ms. Everson as part of Under Armour’s Fiscal Year 2025 Non-Employee Director Compensation Plan. This is a common mechanism to align directors with shareholder interests without immediate cash outlay. The report also clarifies she holds no Class A shares, indicating her equity exposure is concentrated in Class C stock. The disclosure and POA execution follow typical Section 16 filing practices.

Executive Compensation Analyst

TL;DR: Compensation disclosure shows equity-based director pay; transaction appears procedural and non-material to operations.

The transaction is identified as an annual restricted stock unit grant with a reported price of $0, consistent with equity awards that vest over time. The post-transaction beneficial ownership of 105,527.5 Class C shares provides a measurable stake but the filing contains no vesting schedule, strike price implications, or cash consideration details beyond the $0 price point. As presented, this is a standard governance disclosure rather than a material corporate event.

Insider Trade Summary

Net Buyer: 30,674.85 shares

Net Buy 1 txn

Insider Everson Carolyn

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class C Common Stock	30,674.85	$0.00	$0.00

Holdings After Transaction: Class C Common Stock — 105,527.5 shares (Direct)

Footnotes (1)

1. F1. Annual restricted stock unit grant pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

FAQ

What did Carolyn Everson report on Form 4 for Under Armour (UAA)?

She reported an award of 30,674.85 Class C restricted stock units on 09/03/2025 and now beneficially owns 105,527.5 Class C shares.

When was the transaction and who signed the Form 4 for Carolyn Everson?

The transaction date is 09/03/2025 and the Form 4 was executed on 09/05/2025 by Mehri F. Shadman as attorney-in-fact.

Was there any cash paid for the shares reported in the Form 4?

The filing shows a reported price of $0 for the Class C units, consistent with a restricted stock unit grant.

Does Carolyn Everson own any Class A common stock (UAA)?

The filing explicitly states no Class A common stock is beneficially owned by Ms. Everson.

Under which plan were the restricted stock units granted?

The units were granted under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/05/2025 - 04:40 PM Learn about SEC filing dates

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^*

Everson Carolyn

(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	105,527.5	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. 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 Carolyn N. Everson	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.