4/A: Under Armour Executive Amends Stock Ownership Filing, Correcting Performance-Based RSU Grant Details

Under Armour's Chief Supply Chain Officer, Shawn Curran, filed an amended SEC Form 4 to correct previously reported figures for performance-based restricted stock units granted in 2024.

Summary

• Shawn Curran, Chief Supply Chain Officer of Under Armour, Inc. (UA), filed an amended Form 4/A on June 20, 2025.
• The amendment corrects a previous Form 4 filed on May 19, 2025, specifically addressing an incorrectly reported number of shares awarded from performance-based restricted stock units (RSUs).
• The RSUs were granted in 2024, tied to the company's performance in its fiscal year 2025.
• On May 5, 2025, 98,451 shares of Class C Common Stock were acquired at a price of $0, bringing the direct beneficial ownership to 254,666 shares.
• On May 15, 2025, an additional 201,613 shares of Class C Common Stock were acquired at a price of $0, increasing the direct beneficial ownership to 456,279 shares.
• The award will vest in three equal annual installments on June 3, 2025, May 15, 2026, and May 15, 2027, based on the company's performance.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a correction indicates an initial error, the underlying event is a grant of performance-based shares, which is generally positive as it aligns executive incentives with company performance. The correction itself demonstrates compliance.

Positives

• The grant of performance-based restricted stock units aligns executive incentives with company performance.
• The vesting schedule over multiple years indicates a commitment to long-term executive retention and performance.
• The filing of an amendment demonstrates transparency and adherence to SEC reporting requirements by correcting previous errors.

Negatives

• The need for an amendment indicates an initial administrative error in reporting the number of shares awarded.

Risks

• Administrative errors in SEC filings, while corrected, can raise questions about internal controls over financial reporting accuracy.
• Future company performance could impact the full vesting of the performance-based restricted stock units.

Future Outlook

The future outlook indicates that the performance-based restricted stock units granted in 2024 are tied to the company's fiscal year 2025 performance and will vest in three equal annual installments through May 2027, contingent on company performance.

Management Comments

• The Form 4/A was filed to correct an incorrectly reported number of shares awarded pursuant to performance-based restricted stock units granted to the reporting person in 2024.

Industry Context

This filing is a standard disclosure of insider stock ownership changes, common in publicly traded companies. The use of performance-based restricted stock units is a prevalent executive compensation strategy across various industries, including apparel and footwear, aiming to align executive interests with shareholder value creation.

Corporate Governance

Related Party Transactions

• The acquisition of Class C Common Stock by Shawn Curran, an officer of Under Armour, Inc., through performance-based restricted stock units, constitutes an executive compensation transaction, which is a form of related party transaction.

Stakeholder Impact

• Shareholders: Provides updated and accurate information regarding executive stock ownership and compensation, enhancing transparency.
• Employees: Reflects the company's executive compensation structure, which includes performance-based equity awards.

Next Steps

• The performance-based restricted stock units are scheduled to vest in three equal annual installments on June 3, 2025, May 15, 2026, and May 15, 2027.

Key Dates

Keywords

Under Armour, UA, SEC filing, Form 4/A, insider transaction, restricted stock units, RSU, executive compensation, stock ownership, beneficial ownership, Shawn Curran