Fairfax units boost Under Armour (UA) stake with Class A and C purchases

Rhea-AI Filing Summary

Fairfax Financial–related entities reported a series of open‑market purchases of Under Armour, Inc. shares in late December 2025. Through wholly owned subsidiaries of Fairfax Financial Holdings Limited, they bought Class A and Class C common shares of Under Armour on December 22, 23, 24, 26 and 29, 2025 at various weighted average prices between about $4.28 and $4.77 per share.

On December 22, they purchased 5,383,513 Class A shares at a weighted average price of $4.5285 and 2,355,641 Class C shares at $4.3562, with additional multi‑million‑share purchases on subsequent days. After the final reported transaction on December 29, the reporting persons indirectly beneficially owned 30,454,445 Class A and 7,779,364 Class C Under Armour shares through Fairfax subsidiaries. The filing notes that each reporting person disclaims beneficial ownership beyond any pecuniary interest.

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^*

WATSA V PREM ET AL

(Last) (First) (Middle)

95 WELLINGTON STREET WEST SUITE 800

(Street)

TORONTO A6 M5J 2N7

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 A Common Shares	12/22/2025		P		5,383,513	A	$4.5285(1)	24,691,049	I	See Footnote(3)
Class C Common Shares	12/22/2025		P		2,355,641	A	$4.3562(2)	5,599,950	I	See Footnote(3)
Class A Common Shares	12/23/2025		P		2,124,452	A	$4.5443(4)	26,815,501	I	See Footnote(3)
Class C Common Shares	12/23/2025		P		620,801	A	$4.3765(5)	6,220,751	I	See Footnote(3)
Class A Common Shares	12/24/2025		P		875,548	A	$4.6238(6)	27,691,049	I	See Footnote(3)
Class C Common Shares	12/24/2025		P		438,333	A	$4.397(7)	6,659,084	I	See Footnote(3)
Class A Common Shares	12/26/2025		P		1,000,000	A	$4.6384(8)	28,691,049	I	See Footnote(3)
Class C Common Shares	12/26/2025		P		385,850	A	$4.42(9)	7,044,934	I	See Footnote(3)
Class A Common Shares	12/29/2025		P		1,763,396	A	$4.7315(10)	30,454,445	I	See Footnote(3)
Class C Common Shares	12/29/2025		P		734,430	A	$4.4776(11)	7,779,364	I	See Footnote(3)

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

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last) (First) (Middle)

95 WELLINGTON STREET WEST SUITE 800

(Street)

TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)

95 WELLINGTON STREET WEST SUITE 800

(Street)

TORONTO A6 M5J 2N7

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the weighted average price of the Class A Common Shares purchased on December 22, 2025, ranging from a low of $4.4599 to a high of $4.6000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

2. Represents the weighted average price of the Class C Common Shares purchased on December 22, 2025, ranging from a low of $4.2850 to a high of $4.4000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

3. These securities are held by wholly-owned subsidiaries of Fairfax Financial Holdings Limited. Mr. Watsa is the Chief Executive Officer and controlling person of Fairfax Financial Holdings Limited through certain holding companies he controls, including The Second 810 Holdco Ltd, The Second 1109 Holdco Ltd, The Sixty Two Investment Company Limited and 12002574 Canada Inc. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. Represents the weighted average price of the Class A Common Shares purchased on December 23, 2025, ranging from a low of $4.5150 to a high of $4.5500 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

5. Represents the weighted average price of the Class C Common Shares purchased on December 23, 2025, ranging from a low of $4.3550 to a high of $4.3900 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

6. Represents the weighted average price of the Class A Common Shares purchased on December 24, 2025, ranging from a low of $4.5800 to a high of $4.6500 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

7. Represents the weighted average price of the Class C Common Shares purchased on December 24, 2025, ranging from a low of $4.3600 to a high of $4.4000 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

8. Represents the weighted average price of the Class A Common Shares purchased on December 26, 2025, ranging from a low of $4.6050 to a high of $4.6700 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

9. Represents the weighted average price of the Class C Common Shares purchased on December 26, 2025, ranging from a low of $4.3912 to a high of $4.4300 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

10. Represents the weighted average price of the Class A Common Shares purchased on December 29, 2025, ranging from a low of $4.6500 to a high of $4.7700 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

11. Represents the weighted average price of the Class C Common Shares purchased on December 29, 2025, ranging from a low of $4.4000 to a high of $4.5400 per share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer to provide full information regarding the number of shares purchased at each separate price.

	/s/ V. Prem Watsa	12/29/2025
	/s/ Peter Clarke, President and Chief Operating Officer, on behalf of Fairfax Financial Holdings Limited	12/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity in Under Armour (UA) is disclosed in this Form 4?

The filing shows that entities affiliated with Fairfax Financial Holdings Limited, controlled by V. Prem Watsa, made multiple open‑market purchases of Under Armour Class A and Class C common shares between December 22 and December 29, 2025.

How many Under Armour Class A shares were bought by the Fairfax affiliates and at what prices?

The report lists several Class A Common Share purchases, including 5,383,513 shares on December 22, 2025 at a weighted average price of $4.5285, 2,124,452 shares on December 23, 2025 at $4.5443, 875,548 shares on December 24, 2025 at $4.6238, 1,000,000 shares on December 26, 2025 at $4.6384, and 1,763,396 shares on December 29, 2025 at $4.7315, all reported as acquisitions.

How many Under Armour Class C shares were purchased by the Fairfax affiliates and at what prices?

The filing discloses Class C Common Share purchases of 2,355,641 shares on December 22, 2025 at a weighted average price of $4.3562, 620,801 shares on December 23, 2025 at $4.3765, 438,333 shares on December 24, 2025 at $4.397, 385,850 shares on December 26, 2025 at $4.42, and 734,430 shares on December 29, 2025 at $4.4776, each coded as a purchase.

What is the total Under Armour stake reported after these transactions?

After the last reported transaction on December 29, 2025, the reporting persons indirectly beneficially owned 30,454,445 Class A Common Shares and 7,779,364 Class C Common Shares of Under Armour through wholly owned subsidiaries of Fairfax Financial Holdings Limited.

How are the weighted average prices for the Under Armour trades described?

Each transaction price is disclosed as a weighted average price over a range of individual trade prices. For example, the $4.5285 Class A price on December 22, 2025 reflects trades between $4.4599 and $4.6000 per share. The reporting persons state they will provide the number of shares purchased at each separate price upon request.

Who is considered the reporting person in this Under Armour (UA) Form 4?

The report identifies V. Prem Watsa and Fairfax Financial Holdings Limited (through certain wholly owned subsidiaries) as reporting persons. Mr. Watsa is described as the Chief Executive Officer and controlling person of Fairfax Financial Holdings Limited via specified holding companies, and is noted as a director of Under Armour. The filing states that each reporting person disclaims beneficial ownership beyond any pecuniary interest.