UAA Form 4: Director Eugene D. Smith Adds 30,674.85 Class C RSUs

Rhea-AI Filing Summary

Eugene D. Smith, a director of Under Armour, Inc. (UAA), received an annual restricted stock unit grant under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan. The grant consisted of 30,674.85 Class C common stock units issued at no cash price, increasing his reported beneficial ownership of Class C shares to 61,048.68. The filing notes that no Class A common stock is beneficially owned. The disclosure is a routine director compensation award and includes an attorney-in-fact signature on the form.

Positive

• Director equity grant disclosed showing alignment of director compensation with shareholder interests
• Clear reporting of beneficial ownership change for transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director RSU award reported; aligns director compensation with shareholder interests without cash outlay.

The filing documents a standard annual restricted stock unit grant to a non-employee director under the company’s director compensation plan. Such grants are common governance practice to link director incentives with company equity performance. The award was issued at no cash price and increases reported beneficial ownership of Class C shares. There are no disclosures here of related-party transactions beyond standard compensation, nor are there any unusual vesting or derivative features described.

Securities Analyst

TL;DR: Disclosure is a routine Form 4 reporting of director equity compensation; no immediate liquidity or cash transaction occurred.

The entry shows acquisition of restricted stock units rather than a market purchase, reflected with a price of $0. The incremental increase in beneficial ownership is documented, aiding transparency for investors monitoring insider positions. The filing also states no Class A shares are held by the reporting person. No material change to capital structure or outstanding shares is indicated by this single non-derivative compensation grant.

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

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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^*

Smith Eugene Dubois

(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	61,048.68	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 Eugene D. Smith	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 did Eugene D. Smith report on his Form 4 for Under Armour (UAA)?

He reported receipt of 30,674.85 Class C restricted stock units under the Fiscal Year 2025 Non-Employee Director Compensation Plan, bringing his Class C beneficial ownership to 61,048.68 shares.

Was any cash paid by the reporting person for the shares in the Form 4?

No; the transaction is reported with a price of $0, indicating a grant rather than a purchased transaction.

Does the filing indicate ownership of Class A common stock for the reporting person?

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

What type of award was granted according to the Form 4?

The grant is described as an annual restricted stock unit (RSU) grant under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan.

Is this Form 4 filing linked to any derivative transactions or exercises?

No; the filing shows only a non-derivative securities acquisition and includes no derivative securities activity.