Patrick Whitesell Adds 30,674.85 Class C Shares in Annual RSU Grant at Under Armour

Rhea-AI Filing Summary

Patrick Whitesell, a director of Under Armour, Inc., reported receiving an annual restricted stock unit grant under the company's Fiscal Year 2025 Non-Employee Director Compensation Plan. The Form 4 shows an acquisition on 09/03/2025 of 30,674.85 Class C common stock units at a reported price of $0, resulting in total beneficial ownership of 108,165.22 Class C shares. The filing notes that no Class A common stock (UAA) is beneficially owned and is signed by an attorney-in-fact on 09/05/2025.

Positive

• Director received standard annual RSU compensation under the Fiscal Year 2025 Non-Employee Director Compensation Plan
• Total Class C beneficial ownership increased to 108,165.22 shares, providing alignment with shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation grant reported; no unexplained disposals or purchases beyond the annual RSU award.

The Form 4 documents a standard annual restricted stock unit grant to a non-employee director under the company's director compensation plan. The transaction is coded as an acquisition with a $0 price, which is consistent with the vesting/grant accounting treatment of RSUs rather than an open-market purchase. The filing discloses the resulting beneficial ownership in Class C shares and explicitly states there is no Class A stock ownership. This disclosure is procedural and informational for shareholders and regulators rather than a material corporate governance event.

Securities Analyst

TL;DR: Insider received RSU grant increasing Class C holdings to 108,165.22 shares; impact on float and ownership is immaterial in isolation.

The report shows an annual compensation grant to a director, reflected as 30,674.85 units added to existing Class C holdings. The reported $0 price aligns with equity compensation grants rather than purchases, and there is no indication of exercised options or cash transactions. Absent additional context on total outstanding shares or further insider activity, this single Form 4 is unlikely to materially affect valuation or control metrics by itself.

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^*

Whitesell Patrick

(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	09/03/2025(1)		A		30,674.85	A	$0	108,165.22	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 Patrick Whitesell	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 transaction did Patrick Whitesell report on Form 4 for Under Armour (UAA)?

The Form 4 reports an acquisition on 09/03/2025 of 30,674.85 Class C common stock units as an annual restricted stock unit grant.

What was the reported price and resulting ownership after the transaction?

The transaction is reported at a price of $0 and leaves Whitesell with 108,165.22 Class C shares beneficially owned.

Is Class A common stock (UAA) owned by the reporting person?

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

What relationship does the reporting person have to Under Armour?

Patrick Whitesell is reported as a Director of Under Armour, Inc.

When was the Form 4 signed and by whom?

The form is signed by Mehri F. Shadman, Attorney-in-Fact for Patrick Whitesell on 09/05/2025.