4/A: Under Armour CFO Amends SEC Filing to Correct Performance RSU Share Count

Under Armour's Chief Financial Officer, David Bergman, has filed an amended Form 4 to correct the previously reported number of performance-based restricted stock units awarded.

Summary

• Under Armour's Chief Financial Officer, David Bergman, filed an amended Form 4 (4/A) to correct an error in a previous filing regarding the number of Class C Common Stock shares awarded to him.
• The amendment clarifies that 118,141 shares of Class C Common Stock were acquired on May 5, 2025, as part of performance-based restricted stock units (RSUs) granted in 2024.
• These RSUs are tied to the company's fiscal year 2025 performance and are scheduled to vest in three equal annual installments on June 3, 2025, May 15, 2026, and May 15, 2027.
• Following the acquisition, 31,810 shares of Class C Common Stock were disposed of on May 15, 2025, likely for tax withholding purposes related to the RSU vesting.
• After these reported transactions, Mr. Bergman directly beneficially owns 574,721 shares of Class C Common Stock and 26,835 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing is neutral as it primarily serves as a factual correction of an insider transaction. While the RSU grant itself is a positive for the executive and aligns interests, the amendment process is a neutral administrative correction.

Positives

• The CFO received a significant grant of 118,141 performance-based restricted stock units, aligning his interests with the company's future performance.
• The vesting schedule over three years (June 3, 2025, May 15, 2026, and May 15, 2027) indicates a long-term incentive for the executive, promoting sustained commitment to company success.

Negatives

• The necessity of filing an amendment (Form 4/A) indicates an initial error in reporting the number of shares awarded in the original May 19, 2025, filing.

Future Outlook

The performance-based restricted stock units granted to the CFO are tied to the company's fiscal year 2025 performance and are scheduled to vest in three equal annual installments on June 3, 2025, May 15, 2026, and May 15, 2027.

Management Comments

• The filing, signed by an attorney-in-fact for David Bergman, serves as a formal disclosure by management regarding executive compensation and share ownership, clarifying the details of a significant RSU award.

Industry Context

This filing reflects standard executive compensation practices within publicly traded companies, where performance-based restricted stock units are commonly used to incentivize and retain key management personnel by aligning their financial interests with company performance.

Related Party Transactions

• The grant of performance-based restricted stock units to the Chief Financial Officer is a form of related party transaction, representing executive compensation.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive compensation and share ownership, clarifying the number of shares held by a key executive. The performance-based nature of the RSUs aligns the CFO's incentives with shareholder value creation.

Next Steps

• Future vesting of the remaining performance-based restricted stock units on May 15, 2026, and May 15, 2027.

Key Dates

Keywords

Under Armour, UA, SEC filing, Form 4/A, insider trading, stock ownership, restricted stock units, RSU, executive compensation, David Bergman, CFO, beneficial ownership