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

Rhea-AI Filing Summary

Dawn N. Fitzpatrick, a director of Under Armour, Inc. (UAA), received an annual restricted stock unit grant of 30,674.85 Class C Common Stock on 09/03/2025 under the company's Fiscal Year 2025 Non-Employee Director Compensation Plan. The reported acquisition was recorded at a price of $0 and increases her beneficial ownership of Class C shares to 164,370.65 shares. The filing notes that no Class A Common Stock (UAA) is beneficially owned. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Fitzpatrick on 09/05/2025. The disclosure identifies the transaction as a director compensation grant and does not report derivative transactions.

Insights

Securities Analyst

TL;DR Routine director compensation grant; increases director's Class C shareholding but appears non-material to company capital structure.

The Form 4 documents a standard annual restricted stock unit grant to a non-employee director, executed 09/03/2025, with 30,674.85 Class C shares delivered at $0, resulting in 164,370.65 Class C shares beneficially owned. This is a governance/compensation disclosure rather than an operational or financial event. No cash consideration was reported and no derivative instruments were disclosed. The filing confirms the grant was made under the Fiscal Year 2025 Non-Employee Director Compensation Plan and that the reporting person holds no Class A shares. For investors, this primarily signals director pay alignment with equity ownership rather than a material corporate action.

Corporate Governance Expert

TL;DR Standard equity grant to align director incentives; disclosure meets Section 16 reporting requirements.

The disclosure reflects a customary restricted stock unit award to a director under the company's non-employee director plan. The transaction is reported on Form 4 with a $0 acquisition price, consistent with compensation vesting or grant accounting rather than an open-market purchase. The form also clarifies there are no holdings of Class A shares by the reporting person. Signature by an attorney-in-fact is documented. This filing is routine from a governance perspective and provides transparency on director ownership changes without indicating unusual or unexpected activity.

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^*

Fitzpatrick Dawn N.

(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 Dawn N. Fitzpatrick	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 Dawn N. Fitzpatrick report on Form 4 for UAA?

The filing reports an annual restricted stock unit grant of 30,674.85 Class C Common Stock acquired on 09/03/2025 at a reported price of $0.

How many Class C shares does Dawn Fitzpatrick beneficially own after the transaction?

Following the reported grant, she beneficially owns 164,370.65 Class C Common Stock shares.

Was this grant part of a compensation plan or an open-market purchase?

The grant was made pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan, indicating a compensation award rather than an open-market transaction.

Does the filing show any ownership of Class A Common Stock (UAA) by the reporting person?

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

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Mehri F. Shadman, Attorney-in-Fact for Dawn N. Fitzpatrick on 09/05/2025.