Form 4: Under Armour Director Defers Fees into Stock Units

Under Armour Director Dawn N. Fitzpatrick acquired 5,635.25 shares of Class C Common Stock by deferring director fees, increasing her total beneficial ownership to 170,005.9 shares.

Summary

• Dawn N. Fitzpatrick, a Director of Under Armour, Inc., acquired 5,635.25 shares of Class C Common Stock.
• The transaction occurred on October 1, 2025, and was a result of deferring director fees into deferred stock units.
• The acquisition was made pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.
• The transaction price per share was $0, as it represents a deferral of compensation into equity.
• Following this transaction, Dawn N. Fitzpatrick directly beneficially owns a total of 170,005.9 shares of Class C Common Stock.
• No Class A Common Stock (UAA) is beneficially owned by the reporting person.

Sentiment

Score: 7

Explanation: The transaction reflects a routine compensation event where a director defers fees into equity, which is generally viewed positively as it aligns the director's interests with those of shareholders, indicating confidence and commitment.

Positives

• Director Dawn N. Fitzpatrick increased her direct beneficial ownership of Under Armour Class C Common Stock by 5,635.25 shares.
• The acquisition resulted from deferring director fees into stock units, aligning the director's financial interests with those of shareholders.
• Total beneficial ownership of Class C Common Stock now stands at 170,005.9 shares, demonstrating continued commitment to the company.

Future Outlook

NA

Industry Context

This transaction represents a routine insider compensation event, where a non-employee director receives equity as part of their compensation package. This practice is common across industries to align the interests of directors with those of the company's shareholders.

Comparison to Industry Standards

• The deferral of director fees into equity is a standard practice in corporate governance, widely adopted by publicly traded companies to foster alignment between board members and shareholder interests.
• Many companies, including peers in the apparel and footwear industry, utilize similar non-employee director compensation plans that include equity components.

Corporate Governance

Related Party Transactions

• Acquisition of 5,635.25 shares of Class C Common Stock by Director Dawn N. Fitzpatrick through the deferral of director fees, as per the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity ownership, potentially leading to more shareholder-centric decision-making.
• Management: Reinforces a compensation structure that encourages long-term commitment from board members.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction where a director acquired shares through deferred compensation. While it indicates alignment of interests, it does not present new financial performance data, strategic shifts, or material operational updates that would warrant a change in investment recommendation based solely on this filing. It is a neutral event in terms of immediate stock performance implications.

Keywords

Under Armour, UA, Class C Common Stock, Director Compensation, Stock Units, Insider Transaction, Form 4, Dawn N. Fitzpatrick