Form 4: Under Armour Director Defers Fees into Stock Units

Under Armour Director Douglas E. Coltharp acquired 7,300.2 Class C Common Stock units by deferring director fees.

Summary

• Douglas E. Coltharp, a Director of Under Armour, Inc., acquired 7,300.2 shares of Class C Common Stock.
• The acquisition occurred on October 1, 2025, at a price of $0 per share.
• These shares represent director fees deferred as deferred stock units under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.
• Following this transaction, Mr. Coltharp directly beneficially owns 304,302.23 shares of Class C Common Stock and 54,820.24 shares of Class A Common Stock.
• Indirect beneficial ownership includes Class C Common Stock held by The Catherine Inzer Coltharp 2021 Trust (75,532 shares), Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020 (22,741 shares), and two UTMA for Child accounts (503 shares each).
• Indirect beneficial ownership also includes Class A Common Stock held by The Catherine Inzer Coltharp 2021 Trust (75,000 shares), Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020 (22,914 shares), and two UTMA for Child accounts (500 shares each).

Sentiment

Score: 7

Explanation: The director's decision to defer fees into stock units aligns his interests with shareholders, indicating confidence in the company's future, though it is a routine compensation event and does not signal new fundamental information.

Positives

• The director's decision to defer cash fees into stock units demonstrates increased alignment of his personal financial interests with those of the company's shareholders.
• This transaction indicates a director's continued confidence in the long-term value and prospects of Under Armour, Inc.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This type of transaction, where non-employee directors defer compensation into company stock, is a common practice across various industries. It is a standard mechanism for aligning director incentives with shareholder interests and is typically part of a pre-approved compensation plan.

Comparison to Industry Standards

• The deferral of director fees into stock units is a widely adopted corporate governance practice, consistent with compensation structures at comparable publicly traded companies in the apparel and footwear industry, such as Nike, Adidas, and Lululemon, which often use equity-based compensation to incentivize long-term performance and alignment.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of Class C and Class A Common Stock is held through The Catherine Inzer Coltharp 2021 Trust, Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020, and UTMA accounts for children, which are considered related parties for disclosure purposes.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of director interests with long-term company performance, potentially leading to more shareholder-centric decision-making.
• Employees: No direct impact mentioned in this filing.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of shares by a director as part of their compensation plan. While it shows alignment of interests, it does not provide new fundamental information or a change in the company's operational or financial outlook to warrant a change in investment recommendation.

Keywords

Under Armour, UA, Douglas E. Coltharp, Form 4, Insider Transaction, Stock Acquisition, Director Compensation, Deferred Stock Units, Class C Common Stock, Corporate Governance