Form 4: Fairfax Financial Boosts Under Armour Stake

Fairfax Financial Holdings, led by Prem Watsa, significantly increased its beneficial ownership in Under Armour Class A and Class C common shares through a series of purchases in late December 2025.

Summary

• Prem Watsa and Fairfax Financial Holdings, a 10% owner and director of Under Armour, Inc., acquired additional shares of both Class A and Class C common stock.
• Transactions occurred between December 22, 2025, and December 29, 2025.
• A total of 11,146,909 Class A Common Shares were acquired across five separate transactions.
• A total of 4,535,055 Class C Common Shares were acquired across five separate transactions.
• The purchases were made at weighted average prices ranging from $4.4599 to $4.7700 per Class A share and $4.2850 to $4.5400 per Class C share.
• Following these transactions, the reporting persons indirectly beneficially own 30,454,445 Class A Common Shares and 7,779,364 Class C Common Shares.
• The securities are held by wholly-owned subsidiaries of Fairfax Financial Holdings Limited, with Mr. Watsa serving as the Chief Executive Officer and controlling person of Fairfax.

Sentiment

Score: 8

Explanation: The substantial and consistent insider buying by a major shareholder and director, Fairfax Financial and Prem Watsa, indicates strong confidence in the company's future prospects and valuation. This is a highly positive signal for investors.

Positives

• Significant increase in insider ownership by a 10% owner and director, Prem Watsa/Fairfax Financial, indicating strong confidence in Under Armour's future prospects.
• Substantial investment across multiple days suggests a strategic and deliberate accumulation of shares.
• The purchases were made in the open market, reflecting a direct investment decision by a sophisticated investor.

Negatives

• No negative information is present in this Form 4 filing, as it solely reports share acquisitions.

Risks

• The filing does not explicitly mention any risks.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Management Comments

• 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.
• 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.

Industry Context

This insider buying activity by a significant shareholder and director suggests a positive internal view of Under Armour's prospects, potentially signaling a belief that the company's shares are undervalued or that future performance will improve. This contrasts with broader market sentiment if the stock has been under pressure, indicating a contrarian or long-term value investment perspective from Fairfax Financial.

Comparison to Industry Standards

• Not applicable, as this filing reports specific insider transactions rather than company performance metrics that can be benchmarked against industry standards or competitors.

Related Party Transactions

• The 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.

Stakeholder Impact

• Shareholders: Increased confidence due to significant insider buying by a major investor, potentially leading to positive share price movement.
• Management: Reinforces alignment between a major shareholder/director and the company's strategic direction.

Next Steps

• The reporting persons undertake to provide full information regarding the number of shares purchased at each separate price upon request by the SEC staff, the Issuer, or a security holder.

Key Dates

Recommendation

The substantial and consistent insider buying by Prem Watsa and Fairfax Financial, a 10% owner and director, signals strong conviction in Under Armour's future value. Such significant accumulation by a sophisticated investor often precedes positive developments or indicates a belief that the stock is undervalued. This action provides a strong bullish signal, suggesting that investors should consider buying or increasing their position.

Keywords

Under Armour, UA, Fairfax Financial Holdings, Prem Watsa, Insider Buying, Stock Purchase, Beneficial Ownership, SEC Form 4, Class A Common Shares, Class C Common Shares, Equity Acquisition