Form 4: UAA director receives 30,674.85 Class C RSUs; no Class A shares owned

Rhea-AI Filing Summary

Under Armour, Inc. (UAA) reported an annual restricted stock unit grant to director Robert John Sweeney under the Fiscal Year 2025 Non-Employee Director Compensation Plan. The reported transaction shows acquisition of 30,674.85 Class C Common Stock units at a stated price of $0, increasing his beneficial ownership to 164,370.65 shares on the reported transaction date.

The filing indicates the securities were acquired (transaction code A) with a code V designation and that no Class A Common Stock (UAA) is beneficially owned by the reporting person. The form is signed by an attorney-in-fact on behalf of Mr. Sweeney and includes Exhibit 24 (Power of Attorney).

Positive

• Director received an annual RSU grant of 30,674.85 Class C Common Stock units under the FY2025 Non-Employee Director Compensation Plan
• Beneficial ownership increased to 164,370.65 shares, strengthening the director's equity alignment with the company

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director RSU grant increases insider ownership; no cash paid and no Class A shares reported.

The reported acquisition of 30,674.85 Class C Common Stock units appears to be a standard annual restricted stock unit award under the company's director compensation plan, recorded with transaction code A and designation V. Because the grant price is listed as $0, this reflects compensation rather than an open-market purchase, and the director's beneficial holdings rise to 164,370.65 shares. There are no earnings figures or other operational metrics disclosed in this filing to assess broader company performance.

Corporate Governance Expert

TL;DR: Compensation-related equity grant aligns director interests with shareholders; disclosure is procedural and routine.

This Form 4 documents an annual equity award to a non-employee director under the FY2025 compensation plan, consistent with standard governance practice to align directors with shareholder outcomes. The filing explicitly notes no Class A Common Stock ownership and attaches a power of attorney signature. The disclosure is informational and does not indicate any governance issues or unusual transactions.

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

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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^*

Sweeney Robert John

(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	164,370.65	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 Robert John Sweeney	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 Robert John Sweeney report on Form 4 for UAA?

He reported an acquisition of 30,674.85 Class C Common Stock units under the company's FY2025 Non-Employee Director Compensation Plan.

Did the filing show any cash paid for the securities?

No; the price is listed as $0, indicating these were compensation-based restricted stock units rather than a market purchase.

How many UAA shares does the reporting person beneficially own after the transaction?

The filing shows 164,370.65 shares beneficially owned following the reported transaction.

Does the Form 4 report any Class A Common Stock (UAA) ownership for the reporting person?

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

Under what plan were the securities granted?

They were granted under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan (annual restricted stock unit grant).