Form 4: Under Armour Director Defers Fees into Stock Units

Under Armour Director Douglas E. Coltharp acquired 7,026.63 Class C Common Stock units by deferring director fees.

Summary

• Douglas E. Coltharp, a Director at Under Armour, Inc., acquired 7,026.63 shares of Class C Common Stock.
• This acquisition occurred on January 2, 2026, at a price of $0 per share.
• The shares were acquired as deferred stock units, representing director fees under the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.
• Following this transaction, Coltharp directly owns 311,328.86 Class C Common Stock shares and 54,820.24 Class A Common Stock shares.
• He also indirectly owns 75,532 Class C shares and 75,000 Class A shares through The Catherine Inzer Coltharp 2021 Trust.
• Additionally, he indirectly owns 22,741 Class C shares and 22,914 Class A shares through the Douglas Edward Coltharp Irrevocable Trust UAD 10/28/2020.
• Further indirect ownership includes 503 Class C shares and 500 Class A shares via UTMA for Child, and another 503 Class C shares and 500 Class A shares via a second UTMA for Child.

Sentiment

Score: 7

Explanation: The transaction indicates a director's confidence in the company by deferring cash compensation into equity, aligning their interests with shareholders. This is generally a positive signal, though it's a routine compensation event rather than a strategic announcement.

Positives

• Director Coltharp's decision to defer fees into stock units demonstrates alignment with shareholder interests and confidence in the company's future performance.
• The transaction increases the director's direct beneficial ownership of Class C Common Stock, reinforcing long-term commitment.

Risks

• The value of the acquired stock units is subject to market fluctuations of Under Armour's Class C Common Stock, exposing the director to investment risk.

Future Outlook

This filing does not provide specific forward-looking statements or guidance regarding the company's future performance, but the director's decision to defer compensation into equity suggests a positive long-term view.

Management Comments

• Director fees deferred as deferred stock units pursuant to the Under Armour, Inc. Fiscal Year 2025 Non-Employee Director Compensation Plan.

Industry Context

Insider transactions, particularly those involving directors deferring compensation into company stock, are generally viewed positively as they signal confidence in the company's future prospects and align management interests with those of shareholders. This is a common practice in corporate governance to incentivize long-term performance within the apparel and footwear industry.

Comparison to Industry Standards

• Deferring director fees into company stock is a standard practice across many industries, including apparel and footwear, to align director incentives with shareholder value creation.
• Companies like Nike, Adidas, and Lululemon often utilize similar equity-based compensation plans for their non-employee directors to foster long-term commitment and performance.

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.

Stakeholder Impact

• Shareholders: This transaction signals director confidence and aligns the director's financial interests with those of the shareholders, potentially fostering greater trust.
• Management: Reinforces a culture of equity ownership among leadership, which can motivate long-term strategic decisions.

Key Dates

Recommendation

This Form 4 filing details a routine compensation event where a director deferred fees into company stock. While it signals confidence, it does not provide new fundamental information to warrant a change in investment thesis. The transaction itself is not a catalyst for significant price movement, thus a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

Under Armour, UA, Form 4, Insider Transaction, Director Compensation, Stock Units, Deferred Compensation, Class C Common Stock, Beneficial Ownership