Form 4: Under Armour Director David W. Gibbs Increases Stake Through Deferred Stock Units

Under Armour Director David W. Gibbs acquired 4,265.58 shares of Class C Common Stock through deferred director fees, increasing his total beneficial ownership to 175,684.89 shares.

Summary

• David W. Gibbs, a Director at Under Armour, Inc. (UA), acquired 4,265.58 shares of Class C Common Stock.
• The acquisition occurred on July 1, 2025, at a price of $0 per share.
• This transaction represents director fees deferred as deferred stock units under the company's Fiscal Year 2025 Non-Employee Director Compensation Plan.
• Following this transaction, David W. Gibbs directly owns 125,684.89 shares of Class C Common Stock and indirectly owns 50,000 shares through the SJG Irrevocable Trust, totaling 175,684.89 shares.
• No Class A Common Stock (UAA) is beneficially owned by the reporting person.

Sentiment

Score: 7

Explanation: The transaction reflects a director increasing their stake in the company through deferred compensation, which is generally viewed positively as it aligns management's interests with shareholders. It's a routine compensation event rather than a direct market purchase, hence not extremely positive, but still favorable.

Positives

• Director David W. Gibbs increased his beneficial ownership in Under Armour, Inc. by acquiring 4,265.58 shares of Class C Common Stock.
• The acquisition of shares through deferred director fees indicates management's continued alignment with shareholder interests and confidence in the company's future.

Negatives

• NA

Risks

• NA

Future Outlook

NA

Management Comments

• Director David W. Gibbs acquired shares as deferred compensation, aligning his interests with shareholders.

Industry Context

This transaction is a routine insider filing, reflecting a director's compensation structure rather than a direct market-driven purchase or sale. It aligns with common corporate governance practices where non-employee directors receive equity-based compensation.

Comparison to Industry Standards

• The practice of compensating non-employee directors with deferred stock units is a common corporate governance practice across various industries, including the apparel and footwear sector where Under Armour operates.
• This method aligns director incentives with long-term shareholder value, similar to practices observed at companies like Nike, Adidas, and Lululemon, which also utilize equity-based compensation for their board members.

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Acquisition of 4,265.58 shares of Class C Common Stock by Director David W. Gibbs as deferred director fees under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.
• Indirect beneficial ownership of 50,000 shares of Class C Common Stock through the SJG Irrevocable Trust.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to increased equity ownership.

Next Steps

• NA

Key Dates

Keywords

Under Armour, UA, David W. Gibbs, Director, SEC Form 4, Stock Acquisition, Deferred Compensation, Class C Common Stock, Insider Transaction, Corporate Governance