[Form 4] Under Armour, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Douglas E. Coltharp, a director of Under Armour, Inc. (symbol UAA), reported changes in his beneficial ownership on a Form 4 filed for transactions dated 09/03/2025. The filing discloses an annual restricted stock unit grant under the company's Fiscal Year 2025 Non-Employee Director Compensation Plan that resulted in the acquisition of 30,674.85 shares of Class C common stock at a reported price of $0. Following the transactions the report shows 297,002.03 shares of Class C common stock beneficially owned. The filing also lists indirect holdings in trusts and UTMA accounts, including 75,532 Class C shares held indirectly by The Catherine Inzer Coltharp 2021 Trust and smaller indirect amounts in two trusts/UTMA accounts. For Class A common stock the filing records a disposition of 54,820.24 shares and indirect holdings of 75,000 shares by The Catherine Inzer Coltharp 2021 Trust. The document is signed by an attorney-in-fact on 09/05/2025.

Positive

• Receipt of annual director compensation via restricted stock units under the Fiscal Year 2025 Non-Employee Director Compensation Plan, demonstrating standard governance practice
• Transparent reporting of direct and indirect holdings, including identification of family trusts and UTMA accounts

Negative

• Large reported disposition of Class A shares (54,820.24) is listed without explanation of method or proceeds in this filing

Insights

Securities Analyst

TL;DR Director received annual RSU grant increasing Class C beneficial ownership; transactions appear routine for director compensation.

The Form 4 reports a standard non-employee director restricted stock unit grant dated 09/03/2025, with 30,674.85 Class C shares acquired at a reported $0 price consistent with vesting/award accounting rather than an open-market purchase. The filing separates direct and indirect holdings and shows trust and UTMA accounts holding material indirect positions (e.g., 75,532 Class C shares in a family trust). The filing also notes a large reported disposition figure for Class A shares (54,820.24), but the document does not state the mechanism or proceeds. Overall, the disclosure aligns with routine director compensation and family/estate ownership structures; no corrective statements or company-level financial figures are provided.

Corporate Governance Expert

TL;DR Disclosure documents director compensation and related trust holdings; no governance red flags evident in the filing.

The Form 4 explicitly identifies the transaction as the annual restricted stock unit grant under the FY2025 Non-Employee Director Compensation Plan, which is a customary disclosure for outside directors. The report itemizes direct versus indirect holdings and names the trusts (The Catherine Inzer Coltharp 2021 Trust and an irrevocable trust) plus UTMA accounts, supporting transparency about family-related beneficial ownership. The signature is executed by an attorney-in-fact, which is an acceptable practice when authorized. The filing does not include details on vesting schedules, tax withholding, or sale proceeds for the Class A disposition, so those governance details remain unspecified in this document.

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^*

COLTHARP DOUGLAS E

(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	297,002.03	D
Class C Common Stock								75,532	I	The Catherine Inzer Coltharp 2021 Trust
Class C Common Stock								22,741	I	Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020
Class C Common Stock								503	I	UTMA for Child
Class C Common Stock								503	I	UTMA for Child (2)
Class A Common Stock								54,820.24	D
Class A Common Stock								75,000	I	The Catherine Inzer Coltharp 2021 Trust
Class A Common Stock								22,914	I	Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020
Class A Common Stock								500	I	UTMA for Child
Class A Common Stock								500	I	UTMA for Child (2)

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:

Exhibit List Exhibit 24 - Power of Attorney.

	/s/ Mehri F. Shadman, Attorney-in-Fact for Douglas E. Coltharp	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.
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FAQ

What did Douglas E. Coltharp report on Form 4 for UAA?

The Form 4 reports an annual restricted stock unit grant dated 09/03/2025 and related changes in Class A and Class C holdings for Douglas E. Coltharp.

How many Class C shares were acquired in the reported transaction?

The filing shows an acquisition of 30,674.85 Class C common shares on 09/03/2025 at a reported price of $0.

What is the total Class C beneficial ownership after the transaction?

Following the reported transactions the Form 4 shows 297,002.03 Class C common shares beneficially owned.

Are there indirect holdings disclosed in the filing?

Yes. The filing lists indirect holdings including 75,532 Class C shares in The Catherine Inzer Coltharp 2021 Trust and other smaller trust and UTMA holdings.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 09/05/2025.