Form 4: Under Armour Director Karen Katz Acquires Shares Through Deferred Compensation Plan

Under Armour Director Karen Katz acquired 3,338.28 shares of Class C Common Stock through a deferred compensation plan, increasing her direct beneficial ownership to 188,479.75 shares.

Summary

• Karen Katz, a Director of Under Armour, Inc. (UA), acquired 3,338.28 shares of Class C Common Stock.
• The acquisition occurred on July 1, 2025, and was reported on July 3, 2025.
• These shares were acquired at a price of $0, representing director fees deferred as deferred stock units under the Fiscal Year 2025 Non-Employee Director Compensation Plan.
• Following this transaction, Karen Katz directly beneficially owns 188,479.75 shares of Class C Common Stock and 5,120.96 shares of Class A Common Stock.
• She also indirectly owns 2,014 shares of Class C Common Stock and 2,000 shares of Class A Common Stock through the Katz Family Trust.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, even through deferred compensation, generally indicates alignment of interests and confidence. The transaction being part of a pre-arranged plan (10b5-1) makes it a neutral-to-positive event, as it's a planned compensation mechanism rather than a discretionary market purchase.

Positives

• A director acquiring shares, even through deferred compensation, can signal confidence in the company's future prospects.
• The transaction was part of a pre-arranged Rule 10b5-1(c) plan, indicating a systematic approach to compensation and share accumulation.

Future Outlook

NA

Industry Context

This transaction reflects standard corporate governance practices where non-employee directors receive compensation in the form of equity, aligning their interests with shareholders. It is common across various industries for directors to defer fees into stock units.

Comparison to Industry Standards

• The practice of compensating non-employee directors with deferred stock units is a common corporate governance practice across publicly traded companies, including peers in the apparel and footwear industry such as Nike, Adidas, and Lululemon.
• The use of a Rule 10b5-1 plan for such acquisitions is also standard practice, providing an affirmative defense against insider trading allegations by pre-scheduling transactions.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of Class C Common Stock (2,014 shares) and Class A Common Stock (2,000 shares) through the Katz Family Trust, indicating a related party holding.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders due to equity compensation.
• Management: Reinforces the company's compensation structure for non-employee directors.

Key Dates

Recommendation

Keywords

Under Armour, UA, SEC Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Deferred Stock Units, Karen Katz, Corporate Governance, Rule 10b5-1