Under Armour, Inc.

UAA

US9043111072

Apparel & Accessories

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06-29	Under Armour, Inc.(NYSE:UA) added to Russell 2000 Index	CI
06-29	Under Armour, Inc.(NYSE:UAA) added to Russell 2000 Index	CI

Under Armour : 2026 Proxy Statement

Published on 07/16/2026 at 01:28 am +04

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UNDER ARMOUR, INC.

+2.48%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12

UNDER ARMOUR, INC.

(name of the registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant) Payment of Filing Fee (Check the appropriate box):

☑ No fee required

Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

‌

UNDER ARMOUR, INC.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held August 26, 2026

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday, August 26, 2026 at 1:00 p.m., Eastern Time, online at https://www.virtualshareholdermeeting.com/UA2026 to consider and vote on the following matters:

To elect eleven directors nominated by the Board of Directors to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;
To approve, on an advisory basis, our executive compensation;
To approve our Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan to increase the number of shares of Class C Common Stock reserved for issuance, among other changes; and
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending March 31, 2027.

We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote "FOR" the election of the eleven nominees to the Board of Directors listed in the accompanying proxy statement, "FOR" the approval of our executive compensation, "FOR" the approval of our Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan and "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Only holders of record of Class A Common Stock or Class B Common Stock as of the close of business on May 29, 2026 are entitled to notice of, or to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of Class C Common Stock have no voting power as to any items of business that may properly be brought before the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting, which will be conducted online only via a live webcast. We believe a virtual Annual Meeting enables increased stockholder participation from locations around the world, and maintains a lower cost to our stockholders and our company, as compared to an in-person meeting. During the virtual meeting, holders of our Class A Common Stock and Class B Common Stock may ask questions and will have the opportunity to vote to the same extent as they would at an in-person meeting of stockholders. Holders of our Class C Common Stock may participate in the virtual Annual Meeting in a view-only format and will not be able to submit questions during the meeting or vote on any matter to be considered at the Annual Meeting. However, in advance of the meeting, holders of our Class C Common Stock may submit questions by contacting Investor Relations through the Under Armour website. We will respond to as many inquiries during the Annual Meeting as time allows.

If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. If you are a holder of Class C Common Stock, you may attend the Annual Meeting without a 16-digit control number by accessing the meeting as a guest. The Annual Meeting will begin promptly at 1:00 p.m., Eastern Time. Online check-in will begin at 12:45 p.m., Eastern Time, and you should allow ample time for the online check-in procedures.

Whether or not you intend to attend the virtual Annual Meeting, please vote your shares promptly by following the voting instructions you have received.

By Order of the Board of Directors Mehri Shadman

Chief Legal Officer and Corporate Secretary

Baltimore, Maryland July 15, 2026

‌Table of Contents

General Information	1
Security Ownership of Management and Certain Beneficial Owners of Shares	5
PROPOSAL 1 - ELECTION OF DIRECTORS	7
Overview of Director Nominees	7
Nominees for Election at the Annual Meeting	10
Corporate Governance and Related Matters	16
Corporate Governance Highlights	16
Board Leadership Structure	16
Independence of Directors	16
Board Meetings and Committees	17
Stockholders Meeting Attendance	19
Identifying and Evaluating Director Candidates	19
Role of Board in Risk Oversight	20
Availability of Corporate Governance Information	21
Stock Ownership Guidelines	21
Communication with Directors	21
Indemnification of Directors in Derivative Actions	21
Compensation of Directors	23
Executive Compensation - Compensation Discussion and Analysis	25
Executive Summary	25
Executive Compensation Features	27
Objectives and Elements of our Compensation Program	27
Compensation Decision-Making Process	28
Components of our Fiscal Year 2026 Compensation Program	29
Other Compensation Practices	34
Human Capital and Compensation Committee Report	37
Executive Compensation Tables	38
Summary Compensation Table	38
Grants of Plan-Based Awards for Fiscal Year 2026	40
Employment Agreements	41
Outstanding Equity Awards at 2026 Fiscal Year-End	42
Option Exercises and Stock Vested in Fiscal Year 2026	43
Nonqualified Deferred Compensation for Fiscal Year 2026	43
Retirement Plans	44
Potential Payments Upon Termination of Employment or Change in Control	44
CEO Pay Ratio	48
Pay Versus Performance	48
PROPOSAL 2 - ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION	54
Equity Compensation Plan Information	55
Transactions with Related Persons	56
PROPOSAL 3 - APPROVAL OF FIFTH AMENDED AND RESTATED 2005 OMNIBUS LONG-TERM INCENTIVE PLAN	57
Independent Auditors	66
Audit Committee Report	68
PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69
Delinquent Section 16(a) Reports	70
Stockholder Proposals	71
Appendix A - Reconciliation of Non-GAAP Financial Measures	A-1
Appendix B - Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (Showing Changes from Current Plan)	B-1

UNDER ARMOUR, INC. PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS

Wednesday, August 26, 2026

GENERAL INFORMATION

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Under Armour, Inc. for use at the Annual Meeting of Stockholders and any adjournment or postponement thereof. The Annual Meeting is to be held on Wednesday, August 26, 2026, at 1:00 p.m., Eastern Time, online at https://www.virtualshareholdermeeting.com/UA2026. We expect to first send or give stockholders this Proxy Statement, together with our Fiscal Year 2026 Annual Report to Stockholders, on July 15, 2026.

Our principal offices are located at 101 Performance Drive, Baltimore, Maryland 21230. In this Proxy Statement, we refer to Under Armour, Inc. as "Under Armour," "we," "us," "our" and "company." Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Internet Availability of Proxy Materials

Pursuant to rules of the Securities and Exchange Commission (the "SEC"), we are making our proxy materials available to our stockholders electronically over the Internet rather than mailing the proxy materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to holders of our Class A Common Stock and Class B Common Stock. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Fiscal Year 2026 Annual Report to Stockholders, on the website referred to in the notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

The SEC rules require us to notify all stockholders, including those stockholders to whom we have mailed proxy materials, of the availability of our proxy materials over the Internet.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on August 26, 2026

Our Proxy Statement and Fiscal Year 2026 Annual Report to Stockholders are available at https://about.underarmour.com/en/investors/press-releases--events---presentations/annual-stockholder-meeting.html

Who May Vote

Only holders of record of our Class A Common Stock, which we refer to as Class A Stock, and holders of record of our Class B Convertible Common Stock, which we refer to as Class B Stock, at the close of business on May 29, 2026, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 188,839,506 shares of Class A Stock and 34,450,000 shares of Class B Stock were issued and outstanding. Each share of Class A Stock entitles the holder to cast one vote on each matter to be considered at the Annual Meeting and each share of Class B Stock entitles the holder to cast ten votes on each matter to be considered at the Annual Meeting. Holders of Class A Stock and holders of Class B Stock will vote together as a single class on all matters. Stockholders are not allowed to cumulate their votes in the election of the directors. Holders of our Class C Common Stock, which we refer to as Class C Stock, have no voting power as to any items of business that will be voted on at the Annual Meeting.

What Constitutes a Quorum

Stockholders may not take action at a meeting unless there is a quorum present at the meeting. Holders of Class A Stock and Class B Stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting, represented in person (virtually) or by proxy, constitute a quorum for the transaction of business at the Annual Meeting.

Vote Required

The election of each director requires a plurality of the votes cast at the Annual Meeting. The approval of our executive compensation, the approval of our Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan and the ratification of the appointment of our independent registered public accounting firm each requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

Voting Process

Shares for which proxies are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted "FOR" the election of the eleven nominees to the Board of Directors named in this Proxy Statement, "FOR" the advisory approval of our executive compensation, "FOR" the approval of our Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan and "FOR" the ratification of the appointment of our independent registered public accounting firm. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies in the proxy card will vote in accordance with their discretion with respect to such matters.

The manner in which your shares may be voted depends on how your shares are held. If you are the record holder of your shares, meaning you appear as the stockholder of your shares on the records of our stock transfer agent, you vote your shares directly through one of the methods described below. If you own shares in street name, meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you instruct your bank or brokerage firm how to vote your shares through the methods described on the voting instruction form provided by your bank or brokerage firm.

How to Vote

Holders of our Class A Stock and Class B Stock as of the Record Date may vote their shares by one of the following methods.

Internet

To vote your shares by Internet, please visit the website listed on your Notice of Internet Availability of Proxy Materials, or the enclosed proxy card or voting instruction form, and follow the on-screen instructions. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. If you vote by Internet, you do not need to mail your proxy card or voting instruction form.

Telephone

If you received a paper proxy card or voting instruction form and would like to vote your shares by telephone, please follow the instructions on the proxy card or voting instruction form. If you vote by telephone, you do not need to mail your proxy card or voting instruction form.

Mail

If you received a paper proxy card or voting instruction form and would like to vote your shares by mail, please follow the instructions on the proxy card or voting instruction form. Please be sure to sign and date your proxy card. If you do not sign your proxy card, your votes cannot be counted. Mail your proxy card or voting instruction form in the pre-addressed, postage-paid envelope.

In Person (Virtually)

You may also attend the Annual Meeting and vote in person, electronically. If you own your stock in street name and wish to vote your shares electronically at the Annual Meeting, you must obtain a "legal proxy" from the bank or brokerage firm that holds your shares. You should contact your bank or brokerage account representative to obtain a legal proxy. However, to ensure your shares are represented, we ask that you vote your shares by Internet, telephone or mail, even if you plan to attend the meeting.

Participation in the Annual Meeting

Holders of our Class A Stock, Class B Stock and Class C Stock may attend the virtual Annual Meeting. During the virtual meeting, holders of our Class A Stock and Class B Stock may ask questions and will have the opportunity to vote to the same extent as they would at an in-person meeting of stockholders. However, holders of our Class C Stock may participate in the virtual Annual Meeting in a view-only format and will not be able to submit questions during the meeting or vote on any matter to be considered at the Annual Meeting. However, in advance of the meeting, holders of our Class C Stock may submit questions by contacting Investor Relations through the Under Armour website. We will respond to as many inquiries at the Annual Meeting as time allows.

The Annual Meeting will begin promptly at 1:00 p.m., Eastern Time. Online check-in will begin at 12:45 p.m., Eastern Time, and you should allow ample time for the online check-in procedures. If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. If you are a holder of Class C Stock, you may attend the Annual Meeting without a 16-digit control number by accessing the meeting as a guest. If any difficulties are encountered while accessing the virtual meeting, contact the technical support number that will be posted on the virtual meeting log-in page.

Technical support will be available beginning at the check-in time and will remain available until the meeting has ended.

Revocation

If you are the record holder of your shares, you may revoke or cancel a previously granted proxy at any time before the Annual Meeting by delivering to the Secretary of Under Armour at 101 Performance Drive, Baltimore, Maryland 21230, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person electronically. Any stockholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the shares or by obtaining a legal proxy from the bank or brokerage firm and voting in person electronically at the Annual Meeting. Your attendance at the meeting does not revoke your proxy.

Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Abstentions and Broker Non-Votes

Shares held by stockholders present at the Annual Meeting in person or by proxy who do not vote on a matter and ballots or proxies marked "abstain" or "withheld" on a matter will be counted as present at the meeting for quorum purposes, but will not be considered votes cast on the matter.

If your shares are held in street name through a bank or broker and you do not provide voting instructions before the Annual Meeting, your bank or broker may vote your shares under certain circumstances in accordance with the New York Stock Exchange rules governing banks and brokers. These circumstances include "routine matters," such as the ratification of the appointment of our independent registered public accounting firm described in this Proxy Statement. Thus, if you do not vote your shares with respect to these matters, your bank or broker may vote your shares on your behalf or leave your shares unvoted. The election of directors, the

‌advisory approval of our executive compensation and the approval of our Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan are not expected to be considered "routine matters." Thus, if you do not vote your shares with respect to any of these matters, your bank or broker may not vote the shares, and your shares will be left unvoted on the matter. Whether a proposal is considered routine or non-routine is subject to the New York Stock Exchange rules and final determination by the New York Stock Exchange. Even with respect to routine matters, some brokers may choose not to exercise discretionary voting authority. As a result, we urge you to direct your bank or broker how to vote your shares on all proposals to ensure that your vote is counted.

"Broker non-votes" (which are shares represented by proxies, received from a bank or broker, that are not voted on a matter because the bank or broker did not receive voting instructions from the beneficial owner) will be treated the same as abstentions, which means they will be present at the Annual Meeting and counted toward the quorum, but they will not be counted as votes cast on the matter. Abstentions and broker non-votes will not have an effect on any of the proposals at this meeting because they will not be counted as votes cast.

Householding

The SEC permits us to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. This process, referred to as householding, reduces the volume of duplicate information and reduces printing and mailing expenses. We have not instituted householding for stockholders of record. Certain brokerage firms may have instituted householding for beneficial owners of our common stock held through brokerage firms. If your family has multiple accounts holding our shares, you may have already received a householding notice from your broker. Please contact your broker directly if you have any questions or require additional copies of the proxy materials. The broker will arrange for delivery of a separate copy of this Proxy Statement or our Annual Report promptly upon your written or oral request. You may decide at any time to revoke your decision to household and begin receiving multiple copies.

Solicitation of Proxies

We pay the cost of soliciting proxies for the Annual Meeting. We solicit by mail and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies, either personally or by telephone, facsimile or written or electronic mail. Stockholders are requested to return their proxies without delay.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES

The following table sets forth certain information known to us regarding the beneficial ownership of shares of our common stock by:

each current director and nominee for director;
our named executive officers included in the Fiscal Year 2026 Summary Compensation Table;
all of our directors and executive officers as a group; and
each person, or group of affiliated persons, known to us to beneficially own more than 5% of any class of our outstanding shares of Class A Stock.

Except as otherwise set forth in the footnotes below, the address of each beneficial owner is c/o Under Armour, Inc., 101 Performance Drive, Baltimore, Maryland 21230, and, to our knowledge, each person has sole voting and investment power over the shares shown as beneficially owned. Unless otherwise noted, the information is stated as of May 29, 2026, the Record Date for the Annual Meeting. No shares in this table held by our directors or executive officers are pledged as security. The table below does not include restricted stock unit, or RSU, awards with shares issuable more than 60 days from May 29, 2026, stock options exercisable more than 60 days from May 29, 2026, or any RSUs or stock options with performance based vesting conditions that have not yet been satisfied. With respect to our 5% stockholders, the table below does not present their ownership of our Class C Stock due to its non-voting status.

Class A and Class B Stock Class C Stock

Beneficial Owner

Beneficially Owned Shares(1)

Percentage of Shares of Class Outstanding(2)

Beneficially Owned Shares(1)

Percentage of Shares of Class Outstanding

Percentage of Voting Power(3)

Kevin A. Plank (4)(5)	34,631,608	15.5 %	18,346,798	8.8 %	64.6 %
Douglas E. Coltharp (6)(7)	98,914	*	99,279	*	*
Jerri L. DeVard (6)	1,200	*	0	*	*
Mohamed A. El-Erian (6)	111,650	*	3,675	*	*
Carolyn N. Everson (6)	0	*	0	*	*
Dawn N. Fitzpatrick (6)	0	*	100,000	*	*
David W. Gibbs (6)(8)	0	*	50,000	*	*
Eric T. Olson (6)	0	*	0	*	*
Eugene D. Smith (6)	0	*	0	*	*
Robert J. Sweeney (6)	0	*	100,000	*	*
Patrick W. Whitesell (6)	0	*	0	*	*
Reza Taleghani (9)	68,965	*	0	*	*
Kara Trent (10)	0	*	186,263	*	*
Shawn Curran (11)	0	*	146,092	*	*
Eric Liedtke (12)	0	*	78,958	*	*
David Bergman (13)	0	*	412,881	*	*
All Executive Officers and Directors as a Group (6)(14)	34,947,107	15.7 %	19,252,475	9.3 %	64.7 %
5% Stockholders
Fairfax Financial Holdings Limited (15)	45,300,872	20.3 %			8.5 %
BlackRock, Inc. (16)	20,088,049	9.0 %			3.8 %
Vanguard Portfolio Management (17)	10,863,416	4.9 %			2.0 %
* Less than 1% of the shares.

(1) Includes any stock options exercisable within 60 days of May 29, 2026 or shares issuable within 60 days of May 29, 2026 upon the vesting of RSUs.

(2) The percentage of outstanding figures take into account the 34,450,000 shares of outstanding Class B Stock held, directly or indirectly, by Mr. Plank. These shares of Class B Stock may be converted under certain circumstances, including at the option of Mr. Plank, into shares of Class A Stock. If the shares of Class B Stock are not counted, the percentage of outstanding Class A Stock owned is as follows: Mr. Plank, less than one percent; all executive officers and directors as a group, less than one percent; Fairfax Financial Holdings Limited, 24%; BlackRock, Inc., 10.6%; and Vanguard Portfolio Management, 5.8%.

(3) Each share of Class A Stock has one vote, and each share of Class B Stock has ten votes. The percentage of voting power reflects the

‌(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

(16)

(17)

combined effects of both Class A Stock and Class B Stock. Our Class C Stock is non-voting.

Includes 181,608 shares of Class A Stock beneficially owned by Mr. Plank. Mr. Plank's shares of Class A Stock are held by a limited liability company controlled by Mr. Plank and he holds sole voting and investment power over these shares. In addition, Mr. Plank beneficially owns 34,450,000 shares of Class B Stock indirectly, of which 29,510,624 shares of Class B Stock are held by two limited liability companies controlled by Mr. Plank and he has sole voting and investment power over these shares. With respect to the remaining 4,939,376 of these shares of Class B Stock, 1,803,400 shares are held by two limited liability companies, the sole member of which is an irrevocable trust of which the trustee is Mr. Plank's wife and the sole beneficiaries are Mr. Plank's children. Mr. Plank's wife has been appointed as the manager of these two limited liability companies, and has voting control and investment power over the shares held by these companies. The remaining 3,135,976 shares of Class B Stock are held by an irrevocable trust, of which Mr. Plank is the grantor and has the ability to replace the trustee. Thomas J. Sippel, a former director of the company, has been appointed trustee of the trust and has voting control over the shares held by the trust and shares investment power with Mr. Plank. Because the 34,450,000 shares of Class B Stock beneficially owned by Mr. Plank, which are all the shares of Class B Stock outstanding, are convertible into shares of Class A Stock on a one-for-one basis under certain circumstances, including at the option of Mr. Plank, he is also deemed to be the beneficial owner of 34,450,000 shares of Class A Stock into which the Class B Stock may be converted.

Includes 1,393,629 stock options for Class C Stock that are currently exercisable. In addition, Mr. Plank beneficially owns an additional 16,953,169 shares of Class C Stock, and as detailed in Note (4) above, Mr. Plank's wife has investment power over 1,765,845 of these shares, and Mr. Plank shares investment power with the trustee of the trust described in Note (4) over 3,107,880 of these shares. Does not include RSUs subject to time based vesting conditions for 41,298 shares of Class C Stock and performance based vesting conditions for 4,000,000 shares of Class C Stock and unvested stock options subject to time based vesting conditions for 112,500 shares of Class C Stock.

Does not include deferred stock units, or DSUs, for shares of either Class A Stock or Class C Stock, or RSUs for shares of Class C Stock held by non-management directors. The RSUs will be converted into DSUs for Class C Stock on a one-for-one basis upon vesting. The DSUs will be settled in shares of our Class A Stock or Class C Stock, as applicable, on a one-for-one basis six months after the director leaves the Board, or sooner upon death or disability. As of the Record Date, the non-management directors held the following amounts of DSUs and RSUs:

Name	Class A DSUs	Class C DSUs	Class C RSUs
Douglas E. Coltharp	54,820	287,016	30,675
Jerri L. DeVard	0	137,320	30,675
Mohamed A. El-Erian	0	189,662	30,675
Carolyn N. Everson	0	77,756	30,675
Dawn N. Fitzpatrick	0	37,205	43,136
David W. Gibbs	0	142,381	30,675
Eric T. Olson	13,758	156,593	30,675
Eugene D. Smith	0	17,913	43,136
Robert J. Sweeney	0	37,205	43,136
Patrick W. Whitesell	0	92,009	30,675

Includes 22,914 shares of Class A Stock owned by an irrevocable trust of which Mr. Coltharp's wife is the trustee and his two children are the beneficiaries (the "Coltharp Trust"), 75,000 shares owned by a spousal lifetime access trust of which Mr. Coltharp is the trustee and spousal beneficiary (the "Coltharp 2021 Trust") and 1,000 shares held by two Uniform Transfer to Minors Act accounts and 22,741 shares of Class C Stock owned by the Coltharp Trust, 75,532 shares owned by the Coltharp 2021 Trust and 1,006 shares held by two Uniform Transfer to Minors Act accounts.

Shares of Class C Stock are held in trust.

Does not include unvested stock options subject to time based vesting conditions for 2,027,375 shares of Class C Stock.

Does not include RSUs subject to time based vesting conditions for 445,387 shares of Class C Stock and RSUs subject to performance based vesting conditions for 75,605 shares of Class C Stock.

Does not include RSUs subject to time based vesting conditions for 409,746 shares of Class C Stock and RSUs subject to performance based vesting conditions for 63,005 shares of Class C Stock.

Does not include RSUs subject to time based vesting conditions for 195,711 shares of Class C Stock.

As discussed below, Mr. Bergman left the company on June 1, 2026. Upon his departure, he forfeited all unvested equity awards.

Includes shares shown as beneficially owned by the directors and executive officers as a group (17 persons). Does not include shares beneficially owned by Mr. Bergman, who was no longer an executive officer as of May 29, 2026. Does not include RSUs and DSUs for 6,943,236 shares of Class C Stock. Does not include DSUs for 68,578 shares of Class A Stock.

According to their report on Schedule 13D, as of May 13, 2026, Fairfax Financial Holdings Limited, or Fairfax Financial, and certain affiliates of Fairfax Financial, were deemed to beneficially own in the aggregate 45,300,872 shares of our Class A Stock. According to the Schedule 13D, the reporting persons had shared power to vote all of these shares and shared power to dispose of all of these shares. The principal business address of Fairfax Financial is 95 Wellington Street West, Suite 800, Toronto, A6 M5J 2N7.

According to their report on Schedule 13G, as of December 31, 2025, BlackRock, Inc., or BlackRock, and certain subsidiaries and affiliates of BlackRock, were deemed to beneficially own in the aggregate 20,088,049 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had sole power to vote 19,779,684 shares and no power to vote 308,365 shares, and sole power to dispose of all of these shares. The principal business address of BlackRock is 50 Hudson Yards, New York, New York 10001.

According to their report on Schedule 13G, as of March 31, 2026, Vanguard Portfolio Management, or Vanguard, and certain affiliates of Vanguard, were deemed to beneficially own in the aggregate 10,863,416 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had sole power to vote 19,518 shares and no power to vote 10,843,898 shares and sole power to dispose of all of these shares. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

ELECTION OF DIRECTORS

(PROPOSAL 1)

Eleven directors will be elected at the 2026 Annual Meeting to hold office until their successors are elected and qualified. There are eleven nominees for election, each of whom is currently a member of our Board of Directors. Unless otherwise specified, the proxies received will be voted for the election of the following persons:

Name	Position at Under Armour, Inc.	Independent
Douglas E. Coltharp	Director	ü
Jerri L. DeVard	Director	ü
Mohamed A. El-Erian	Chair of the Board of Directors	ü
Carolyn N. Everson	Director	ü
Dawn N. Fitzpatrick	Director	ü
David W. Gibbs	Director	ü
Eric T. Olson	Director	ü
Kevin A. Plank	President and Chief Executive Officer	No
Eugene D. Smith	Director	ü
Robert J. Sweeney	Director	ü
Patrick W. Whitesell	Director	✓

‌Overview of Director Nominees

We view the effectiveness of our Board of Directors through an individual and collective lens. We endeavor to have a Board that represents a range of experiences, skills and attributes and embodies principles of diversity. We believe each director nominee contributes to this goal, as described below in the biographies included in "Nominees for Election at the Annual Meeting." For additional information about how we identify and evaluate nominees for director, see "Corporate Governance and Related Matters-Identifying and Evaluating Director Candidates" below.

Snapshot of Director Nominees

Skills and Experiences of Director Nominees

Our Corporate Governance and Sustainability Committee and Board consider the following key experiences, skills and attributes when recommending a candidate to serve on our Board:

Executive Leadership and Strategy Experience: Directors who have served or currently serve as CEOs or in other senior leadership

roles at other organizations are uniquely positioned to advise, support and oversee our management team to achieve strategic priorities and long-term objectives and contribute practical insight into business strategy.

ü Retail Industry Experience: Directors who have experience in the retail industry contribute a deep understanding of our fundamental business needs and industry risks.

ü Technology, Digital and eCommerce Experience: Directors with experience in digital and technology, including managing cybersecurity risk and developing and overseeing eCommerce operations and strategy or loyalty programs, provide critical perspective regarding our digital business strategies, technology resources and infrastructure and essential risk management functions.

ü Marketing, Branding and Media Experience: Our brand's strength and reputation and our connection with consumers is fundamental to our business and our strategy. Directors with consumer or brand marketing and media experience provide critical insights to our Board.

ü Financial Expertise: We place high importance on financial discipline, accurate financial reporting and robust financial controls and compliance, and value directors with an understanding of finance and financial reporting processes, as well as experience with mergers, acquisitions and strategic business transactions. We seek to have multiple directors who qualify as audit committee financial experts or are otherwise financially literate.

ü International Experience: Directors with exposure to and experience in global markets and/or diverse organizational structures, business environments and cultural perspectives (whether through the private or public sector) offer unique insight into our increasingly complex and expanding global operations.

ü Public Company Board Experience: Directors who have served or currently serve on other public company boards provide essential perspective with respect to board operations and dynamics, prioritizing stockholder interests and corporate governance best practices, including related to executive compensation, risk management and oversight of strategic, operational and compliance-related matters.

‌We believe that the eleven director nominees together provide diverse and relevant experiences to comprise a Board that is well-positioned to provide effective oversight of our company, as illustrated in the following table. A check mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a check mark does not mean the director does not possess that qualification or skill. Our directors' biographies describe each director's background and relevant experience in more detail below.

Skills & Experiences

Coltharp

DeVard

El-Erian

Everson

Fitzpatrick

Gibbs

Olson

Plank

Smith

Sweeney

Whitesell

Total

Executive Leadership and Strategy Experience

Retail Industry Experience

Technology, Digital and eCommerce Experience

Marketing, Branding and Media Experience

Financial Expertise

International Experience

Public Company Board Experience

Nominees for Election at the Annual Meeting

Douglas E. Coltharp

Executive Vice President and Chief Financial Officer of Encompass Health Corporation

Since May 2010, Mr. Coltharp has served as Executive Vice President and Chief Financial Officer of Encompass Health Corporation (formerly HealthSouth Corporation). Before that, Mr. Coltharp served as a partner at Arlington Capital Advisors and Arlington

Director since December business from May 2007 to April 2010 and as Executive Vice President and Chief

Investment Partners, a Birmingham, Alabama based financial advisory and private equity

2004

Age: 65

Independent

•

Board Committees:

Audit (Chair) Finance and

Capital Planning

(Chair)

Financial Officer of Saks Incorporated and its predecessor organization from 1996 to May

2007.

Mr. Coltharp's qualifications to serve on our Board include his financial expertise and past executive leadership experience in the consumer retail sector, including 11 years as Chief Financial Officer of Saks Incorporated, a leading publicly traded consumer retailer, and his more recent executive leadership experience as Executive Vice President and Chief Financial Officer of a large publicly traded company, Encompass Health Corporation.

Jerri L. DeVard

Former Executive Vice President, Chief Customer Officer of Office Depot, Inc.

Director since May 2017

Age: 68

Independent

Board Committees:

Corporate Governance and Sustainability
Human Capital and Compensation

Ms. DeVard served as Executive Vice President, Chief Customer Officer of Office Depot, Inc. from January 2018 to March 2020, leading their eCommerce and Customer Service functions and Marketing and Communications and as Executive Vice President and Chief Marketing Officer from September 2017 to December 2017. Before that, Ms.

DeVard served as Senior Vice President and Chief Marketing Officer of The ADT Corporation, a leading provider of home and business security services, from March 2014 through May 2016. From July 2012 to March 2014, she was Principal of DeVard Marketing Group, a firm specializing in advertising, branding, communications and marketing strategies. Before that, she served as Executive Vice President of Marketing for Nokia. Ms. DeVard served in a number of senior marketing roles throughout her career, including as Senior Vice President of Marketing and Senior Vice President, Marketing Communications and Brand Management of Verizon Communications, Inc., Chief Marketing Officer of the e-Consumer business at Citibank N.A. and other senior marketing positions at Revlon Inc., Harrah's Entertainment, the NFL's Minnesota Vikings and the Pillsbury Company. In 2021, Ms. DeVard founded the Black Executive CMO Alliance (BECA), an alliance designed to champion corporate diversity and help build the next generation of C-suite marketing executives. Ms. DeVard currently serves on the Board of Directors of Cars.com and is a member of its Compensation and ESG Committees; on the Board of Directors of Root, Inc. and is Chair of its Nominating and Corporate Governance Committee; and on the Board of Directors of Dow Inc. and is a member of its Audit and Environment, Health, Safety and Technology Committees. Ms. DeVard previously served on the Board of Directors of Focus Impact Acquisition Corp. from October 2021 to January 2022.

Ms. DeVard's qualifications to serve on our Board include her broad-based and significant experience in marketing and branding and digital and eCommerce, as well as her executive leadership experience with a number of large global brands.

Mohamed A. El-Erian

Former Chief Executive Officer and Co-Chief Investment Officer of PIMCO

Director since

October 2018

Age: 67

Independent

Chair of the Board of Directors

Board Committees:

Audit
Finance and

Capital Planning

Dr. El-Erian has served as Chair of our Board since April 2024, and previously served as

Lead Director from May 2020 to March 2024. Dr. El-Erian served as CEO and Co-Chief Investment Officer of PIMCO, one of the world's premier global investment management firms, from December 2007 to March 2014. He currently serves as Chief Economic Advisor of Allianz, the corporate parent of PIMCO, a role he has held since March 2014. Dr. El-Erian joined PIMCO in 1999 as a senior member of the portfolio management and investment strategy group. In February 2006, he became president and CEO of Harvard Management Company, the entity responsible for managing the university's endowment, before returning to PIMCO in December 2007 to serve as co-CEO and co-CIO. From December 2012 to January 2017, he was chair of the U.S. President's Global Development Council. Previously, he was a managing director at Salomon Smith Barney/Citigroup in London and worked at the International Monetary Fund for 15 years, rising to the position of Deputy Director. Dr. El-Erian served as non-executive director of Barclays plc and as a member of its Board Risk and Board Nomination Committees from January 2020 to September 2024. He served as the President of Queens' College, Cambridge from October 2020 through September 2025. He is a trustee of the National Bureau of Economic Research and a contributing editor at the Financial Times. Dr. El-Erian serves as Chair of the Board of Directors of the Center for Global Development. Dr. El-Erian is also a Senior Global Fellow at the Joseph H. Lauder Institute of Management and International Studies and the Rene M. Kern Practice Professor at the Wharton School of the University of Pennsylvania.

Dr. El-Erian's qualifications to serve on our Board include his financial expertise, his significant international, macroeconomic and government experience and his executive leadership experience gained through his past roles, including as CEO and Co-Chief Investment Officer of PIMCO.

Carolyn N. Everson

Senior Advisor for Permira; Former Vice President, Global Business Group of Meta

Director since

February 2023

Age: 54

Independent

Board Committees:

Corporate Governance and Sustainability
Audit

Ms. Everson has served since January 2023 as a Senior Advisor for Permira, a private

equity firm focused on technology and consumer brands. She has also served since September 2023 as a Senior Advisor for Boston Consulting Group (BCG) in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas. Before joining Permira and BCG, she served as President of Instacart from September to December 2021; before that, she was Vice President of the Global Business Group at Meta Platforms, Inc. from March 2011 to June 2021. Before joining Meta, Ms. Everson held leadership positions in advertising at Microsoft Corporate and MTV Networks Company. Ms. Everson serves on the Board of Directors of The Walt Disney Company and is a member of its Compensation Committee and on the Board of Directors of The Coca-Cola Company and is a member of its Finance and Talent and Compensation Committees. She also serves on the International Advisory Board for Banco Santander, the Americas Advisory Board for Temasek and as an Advisor for Visible Ventures. In addition, she is a member of the Council of Foreign Relations. Ms. Everson earned a bachelor's degree in liberal arts and communications from Villanova University and a master's degree in business administration from Harvard Business School.

Ms. Everson's qualifications to serve on our Board include her executive leadership experience in consumer facing technology and media companies, her financial expertise, her experience in marketing and branding and her public company board experience.

Dawn N. Fitzpatrick

Chief Executive Officer & Chief Investment Officer of Soros Fund Management, LLC

Director since

April 2025

Age: 56

Independent

Board Committees:

Audit
Finance and

Capital Planning

Since 2017, Ms. Fitzpatrick has been the Chief Executive Officer and Chief Investment

Officer of Soros Fund Management, LLC, a privately held investment management firm. Before joining Soros in 2017, she spent 25 years at UBS and its predecessor organizations, where she most recently served as Head of Investments for UBS Asset Management and was a member of the UBS Asset Management Executive Committee. Earlier, she held several positions at the UBS O'Connor hedge fund business, including Chief Executive Officer and Chief Investment Officer. Ms. Fitzpatrick serves as a non-executive director of Barclays plc and serves on its Remuneration, Risk, and Sustainability Committees. Additionally, she serves on the Federal Reserve Bank of Dallas Financial Sector Advisory Council, where she is Chair, the Advisory Council of The Bretton Woods Committee, and the Bloomberg New Economy Advisory Board.

She previously completed a six-year term on the Investor Advisory Committee on Financial Markets at the Federal Reserve Bank of New York. Ms. Fitzpatrick earned her bachelor's degree from the Wharton School of Business at the University of Pennsylvania, where she ran track and cross country.

Ms. Fitzpatrick's qualifications to serve on our Board include her financial expertise and her executive leadership experience, including her current role as Chief Executive Officer and Chief Investment Officer with Soros Fund Management and her prior executive roles at UBS Asset Management.

David W. Gibbs

Former Chief Executive Officer of Yum! Brands, Inc.

Director since

September 2021

Age: 63

Independent

Board Committees:

Human Capital and Compensation (Chair)

Mr. Gibbs served as Chief Executive Officer of Yum! Brands, Inc. ("YUM"), from

January 2020 to September 2025 and as a member of YUM's Board of Directors from November 2019 to September 2025. Since October 2025, he has held an advisory role at YUM. Prior to serving as Chief Executive Officer, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Financial Officer and Chief Operating Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Before these positions, he served as Chief Executive Officer of Pizza Hut Division from January 2015 to April 2016. From January 2014 to December 2014, Mr. Gibbs served as President of Pizza Hut U.S. Before these positions, Mr. Gibbs served as President and Chief Financial Officer of Yum! Restaurants International, Inc. ("YRI") from May 2012 through December 2013. Mr. Gibbs served as Chief Financial Officer of YRI from January 2011 to April 2012. He served as Chief Financial Officer of Pizza Hut U.S. from September 2005 to December 2010. Mr. Gibbs serves on the Board of Directors for PepsiCo, Inc. and is a member of its Audit Committee.

Mr. Gibbs' qualifications to serve on our Board include his financial expertise, international experience and his executive leadership experience with Yum! Brands, including his current role as Chief Executive Officer and his prior roles as President, Chief Operating Officer and Chief Financial Officer.

Eric T. Olson

Admiral U.S. Navy (Retired) and Former Commander of U.S. Special Operations Command

Director since

July 2012

Age: 74

Independent

Board Committees:

Corporate Governance and Sustainability (Chair)

Admiral Olson retired from the United States Navy in 2011 as an Admiral after 38 years of

military service. He served in special operations units throughout his career, during which he earned a Master's Degree in National Security Affairs and was awarded several decorations for leadership and valor including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson's career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force, and Marine Corps special operations forces. In this capacity, he led over 60,000 people and managed an annual budget in excess of ten billion dollars. Admiral Olson served as Chief Executive Officer of HANS Premium Water, a clean water solution for homes, from June 2019 to May 2020. He has served as President and Managing Member of ETO Group, LLC since September 2011, supporting a wide range of private and public sector organizations. Admiral Olson serves on the Board of Directors of Iridium Communications, Inc. and is Chair of its Compensation Committee and on the Board of Directors of Palladyne AI (previously Sarcos Technology & Robotics Corp) and is a member of its Nominating and Corporate Governance Committee and Chair of its Compensation Committee. Admiral Olson also serves as Chairman Emeritus of the non-profit Special Operations Warrior Foundation.

Admiral Olson's qualifications to serve on our Board include his experience in technology and his significant government and leadership experience as an Admiral in the United States Navy, including his management of a large and complex organization as head of the United States Special Operations Command.

Kevin A. Plank

President and Chief Executive Officer of Under Armour, Inc.

Director since our founding

Age: 53

Founder, President and Chief

Executive Officer

Mr. Plank became Under Armour's President and Chief Executive Officer in April 2024, after serving as Executive Chair and Brand Chief from January 2020 to March 2024. Prior to that, he served as Chief Executive Officer and Chair of the Board of Directors from 1996 to 2019, and President from 1996 to July 2008 and August 2010 to July 2017. Mr. Plank also serves on the Board of Directors of the National Football Foundation and College Hall of Fame, Inc., and is a member of the Board of Trustees of the University of Maryland College Park Foundation.

As our founder, President and Chief Executive Officer and controlling stockholder since our inception in 1996 and as the driving force behind our innovative products and our brand, Mr. Plank is uniquely qualified to serve on and lead our Board given his experience, knowledge of our industry and business and strategic vision and insight.

Eugene D. Smith

Former SVP, Athletic Director, Ohio State University

Director since

April 2025

Age: 70

Independent

Board Committees:

Human Capital and Compensation
Corporate Governance and Sustainability

Mr. Smith served as Senior Vice President and Athletic Director at Ohio State University

from 2005 to 2024. Throughout his tenure, he co-chaired the NCAA's Federal-State Legislative Working Group, which advised the NCAA on name, image, and likeness issues, chaired the 2011 NCAA Men's Basketball Committee and was a member of the College Football Playoff Selection Committee. Additionally, he participated in the NCAA's Management Council, the Committee on Infractions, the Executive Committee, the Football Rules Committee, and the President's Commission Liaison Committee. As the first Black president of the National Association of Collegiate Directors of Athletics (NACDA) and a former president of the Division I-A Athletics Directors Association, Mr. Smith was the Director of Athletics at Arizona State from 2000 to 2005, at Iowa State from 1993 to 2000 and at Eastern Michigan from 1986 to 1993. He played football as an undergraduate at Notre Dame, where he was a defensive end on the 1973 national championship team and earned a bachelor's degree in business administration. After graduation, he joined the coaching staff at Notre Dame and contributed to the Irish victory in the 1977 national championship. Mr. Smith serves on the Board of Directors for M/I Homes, Inc. and is a member of its Compensation Committee.

Mr. Smith's qualifications to serve on our Board include his extensive experience in college athletics, as well as his leadership experience, including his most recent role as Senior Vice President and Athletic Director at Ohio State University.

Robert J. Sweeney

Former President, Sycamore Partners

Director since

April 2025

Age: 58

Independent

Board Committees:

Audit
Finance and

Capital Planning

Mr. Sweeney served as the President of Sycamore Partners, a private equity firm

focused on consumer, distribution, and retail-related investments from September 2019 to August 2025. Since August 2025, he has held a Senior Advisor role at Sycamore Partners. Before joining Sycamore Partners, he spent 22 years at Goldman Sachs, most recently as a partner and Global Head of the Consumer/Retail Investment Banking Group. During his tenure at Goldman Sachs, he provided advisory support to Under Armour on various matters, including the company's initial public offering in 2005. Mr. Sweeney served as an officer in the U.S. Navy's Submarine Force from 1989 to 1995, holding various roles aboard the USS Annapolis and at the Submarine Officer Advanced Course training command. He graduated from the Wharton School of the University of Pennsylvania with a bachelor's degree and MBA, and he was recognized as a Palmer Scholar.

Mr. Sweeney's qualifications to serve on our Board include his financial expertise and his executive leadership experience, including his current role as President of Sycamore Partners. Mr. Sweeney also brings unique investor-oriented insight to our Board given his prior experience as a partner and Global Head of the Consumer/Retail Investment Banking Group at Goldman Sachs, where he provided advisory support to our company on various matters throughout his career at Goldman Sachs, including our initial public offering in 2005.

Patrick W. Whitesell

CEO & Founder, WIN Sports Group & WTSL

Director since

February 2023

Age: 61

Independent

Board Committees:

Human Capital and Compensation

In May 2025, Mr. Whitesell launched WIN Sports Group, a football representation firm,

and WTSL, an investment firm supporting entrepreneurs and companies in media, entertainment and sports. He currently serves as the Founder and CEO of both firms. From October 2017 through March 2025, Mr. Whitesell served as Executive Chairman of Endeavor Group Holdings, a global sports and entertainment company composed of industry-leading entities including entertainment agency WME; sports, fashion, events and media company IMG; and premier mixed martial arts organization UFC. Previously, Mr. Whitesell served as Endeavor's Co-Chief Executive Officer, following his role as

Co-Chief Executive Officer of WME. He served as a member of Endeavor's Board of Directors from 2001 to March 2025. Mr. Whitesell serves on the Board of Directors of Omaha Productions and Diamond Baseball Holdings, is a member of the Academy of Motion Picture Arts and Sciences and is a graduate of Luther College.

Mr. Whitesell's qualifications to serve on our Board include his executive leadership experience, including as the current Executive Chairman of Endeavor Group Holdings and the prior Co-Chief Executive Officer, and his experience in marketing, branding and talent management.

‌

The election of each director requires a plurality of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote "FOR" the election of the eleven nominees for director.

CORPORATE GOVERNANCE AND RELATED MATTERS

‌Corporate Governance Highlights

Our Board of Directors has a long-standing commitment to sound and effective corporate governance. Our strong corporate governance practices, including those highlighted below, are codified in our Corporate Governance Guidelines and other key governance documents, and demonstrate the commitment of our Board of Directors to enabling an effective structure to support the successful oversight of our business and long-term objectives:

ü Separate Chair and CEO

ü Majority independent Board

ü Fully independent Board committees

ü Regular executive sessions of non-management directors

ü Risk oversight

ü Full access to management and internal and external auditors

ü Board and committees have authority to engage independent advisors as they deem appropriate

ü Board oversight of succession planning for the CEO and other senior management

ü Annual Board and committee self-evaluation

‌Board Leadership Structure

Our governing documents provide our Board of Directors discretion to combine or separate the positions of Chair and Chief Executive Officer as it may deem appropriate in light of prevailing circumstances. During fiscal year 2026, independent director Mohamed El-Erian served as our Chair of the Board of Directors and Kevin Plank served as our President and Chief Executive Officer and a member of our Board of Directors. We believe the separation of the roles of Chair of the Board and Chief Executive Officer is best suited to the needs of our company at this time. In his capacity as Chair, Dr. El-Erian presides at all meetings of the Board (or selects an interim independent chair to preside over meetings at which he cannot be present), chairs regular executive sessions of the Board without Mr. Plank present, advises on Board meeting agendas and serves as principal liaison between the non-management directors and the Chief Executive Officer, as necessary. In connection with a previously disclosed 2024 settlement agreement, we have further agreed to maintain the separation of these roles for a three-year period.

‌Independence of Directors

Our Board of Directors currently consists of eleven directors, ten (91%) of which are independent non-management directors. The Board has determined that the following ten directors, each of which is standing for election at our 2026 Annual Meeting, are independent under the corporate governance listing standards of the New York Stock Exchange, or NYSE: Douglas E. Coltharp, Jerri L. DeVard, Mohamed A. El-Erian, Carolyn N. Everson, Dawn N. Fitzpatrick, David W. Gibbs, Eric T. Olson, Eugene D. Smith, Robert J. Sweeney and Patrick W. Whitesell. Mr. Plank is not independent because he is our President and Chief Executive Officer.

When determining the independence of the directors under NYSE standards, the Board considered certain company relationships. Mr. Whitesell is the Founder and CEO of WIN Sports Group, a football representation firm. Various Under Armour athletes are represented by WIN Sports Group. During our fiscal year 2026, WIN Sports Group received $211,000 in client commissions related to Under Armour endorsement deals, which represented a de minimis amount of WIN Sports Group's annual revenue. The Board has determined that this relationship is not a material relationship and does not impact Mr. Whitesell's independence.

Our charter includes additional factors for the Board to consider when determining whether a director will be "independent" under the NYSE standards. Specifically, the Board must consider whether any independent directors have any material financial or service relationship with Mr. Plank or any of his family members. The Board has considered these factors and determined that none of the independent directors have any such relationships. A copy of our charter that includes these requirements is available through our corporate website, https://about.underarmour.com/, under "Investors - Corporate Governance."

‌Board Meetings and Committees

Our Board meets regularly throughout the year. During fiscal year 2026, there were six meetings of the Board and several committee meetings as noted in the table below. In fiscal year 2026, all directors attended at least 75% of the aggregate meetings of the Board and the committees of which they were members during that period. In accordance with our Corporate Governance Guidelines, our non-management directors also meet in executive sessions without management at each regularly scheduled Board meeting.

Our Board has the following four standing committees: an Audit Committee, a Human Capital and Compensation Committee, a Corporate Governance and Sustainability Committee and a Finance and Capital Planning Committee. The table below provides the membership and meeting information for fiscal year 2026 for each of these committees.

Name	Audit Committee	Compensation Committee	and Sustainability Committee(1)	Finance and Capital Planning Committee(1)
Douglas E. Coltharp	C			C
Jerri L. DeVard		ü	ü
Mohamed A. El-Erian	ü			ü
Carolyn N. Everson	ü		ü
Dawn N. Fitzpatrick(2)	ü			ü
David W. Gibbs		C
Eric T. Olson			C
Eugene D. Smith(3)		ü	ü
Robert J. Sweeney(4)	ü			ü
Patrick W. Whitesell		✓
Total Meetings in Fiscal Year 2026	6	5	4	5
ü = Committee Member C = Committee Chair

Human Capital and Corporate Governance

(1)

(2)

(3)

(4)

Karen Katz, an independent director who served on our Board of Directors from October 2014 through September 3, 2025, also served as a member of the Corporate Governance and Sustainability and Finance and Capital Planning Committees for the portion of fiscal year 2026 that she served on our Board of Directors.

Following her appointment to our Board of Directors on April 15, 2025, Ms. Fitzpatrick became a member of the Audit and Finance and Capital Planning Committees effective May 1, 2025.

Following his appointment to our Board of Directors on April 15, 2025, Mr. Smith became a member of the Human Capital and Compensation and Corporate Governance and Sustainability Committees effective May 1, 2025.

Following his appointment to our Board of Directors on April 15, 2025, Mr. Sweeney became a member of the Audit and Finance and Capital Planning Committees effective May 1, 2025.

The functions performed by these standing committees are summarized below and are set forth in more detail in their charters. The complete text of the charters for each standing committee can be found on our corporate website, https://about.underarmour.com/, under "Investors -Corporate Governance." The Board has determined that each member of the Audit, Human Capital and Compensation and Corporate Governance and Sustainability Committees is independent as required under NYSE listing standards and our charter. Each member of the Finance and Capital Planning Committee is also independent.

Audit Committee

The Audit Committee assists the Board of Directors with oversight of matters relating to accounting, internal control, auditing, financial reporting, risk and legal and regulatory compliance. The committee oversees the audit and other services provided by our independent registered public accounting firm, and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the committee. The committee also oversees the company's internal audit function and the chief audit executive, who reports directly to the committee. In addition, the committee oversees risks related to information technology use and protection, including cybersecurity and data privacy. The Audit Committee Report for fiscal year 2026 is included in this Proxy Statement under "Audit Committee Report."

The Board has determined that all of the committee members are independent and financially literate, and that Mr. Coltharp, Dr. El-Erian, Ms.

Fitzpatrick and Mr. Sweeney qualify as "audit committee financial experts" under SEC rules and NYSE listing standards.

Human Capital and Compensation Committee

The Human Capital and Compensation Committee approves the compensation of our Chief Executive Officer, or CEO, and our other executive officers, administers our executive benefit plans, including the granting of awards under our equity incentive plans, and advises the Board on director compensation. The committee also oversees our company's key human capital management strategies and programs, including relating to engagement and culture. Throughout fiscal year 2026, the Human Capital and Compensation Committee received briefings on and discussed a variety of human capital management topics, including strategies related to our employee culture and engagement.

During fiscal year 2026, our CEO and other senior executives evaluated the performance of our executive officers and made recommendations to the Human Capital and Compensation Committee concerning their compensation. The committee considered these evaluations and recommendations, and its evaluation of the CEO, in determining the compensation of our CEO and our other executive officers.

The Human Capital and Compensation Committee is also primarily responsible for reviewing and assessing risks arising from our compensation policies and practices. In August 2025, the committee conducted, with the assistance of management, a risk assessment of our compensation policies and practices, which included a review of our material compensation programs, the structure and nature of these programs, the short-term and long-term performance incentive targets used in these programs and how they relate to our business plans and creating stockholder value, corporate governance policies with respect to our compensation programs, including our stock ownership guidelines, and other aspects of our compensation programs. Based on this review and assessment, the committee concluded that the risks related to our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

Pursuant to its charter, the Human Capital and Compensation Committee has the authority to obtain advice and assistance from advisors, including compensation consultants. In fiscal year 2026, the committee engaged the services of an independent compensation consultant, Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee. This independent consultant reports directly to the committee and the committee retains sole authority to retain and terminate the consulting relationship. In carrying out its responsibilities, the independent consultant collaborates with management to obtain data, provide background on compensation programs and practices and clarify pertinent information. The committee obtained from the independent consultant competitive market data on compensation for executives to assess generally the competitiveness of our executive compensation. The competitive market data was based on a peer group and WTW's published industry survey data. The committee generally has not relied on the independent consultant to determine or recommend the amount or form of executive compensation.

Additional information concerning the processes and procedures for considering and determining executive officer compensation is included in the "Compensation Discussion and Analysis" section of this Proxy Statement. The Human Capital and Compensation Committee Report for fiscal year 2026 is included under the "Human Capital and Compensation Committee Report" section of this Proxy Statement.

A description of the compensation program for our non-management directors is included below under the "-Compensation of Directors" section of this Proxy Statement.

Corporate Governance and Sustainability Committee

The Corporate Governance and Sustainability Committee identifies individuals qualified to become members of our Board of Directors, recommends candidates for election or reelection to our Board, oversees the evaluation of our Board and advises our Board regarding committee composition and structure and other corporate governance matters, including reevaluating our Corporate Governance Guidelines on an annual basis. The committee also oversees our company's significant strategies, programs, policies and practices relating to sustainability (including environmental and human rights issues and impacts) and corporate responsibility. Throughout fiscal year 2026, the committee received two briefings, as well as interim written updates, from our Vice President of Sustainability & Product Supply Operations on a variety of topics, including related to regulatory disclosures and the company's emissions reduction strategy.

Finance and Capital Planning Committee

The Finance and Capital Planning Committee assists our Board in overseeing our company's financial and capital investment policies, planning and activities, including matters relating to our capital structure and liquidity, hedging and foreign currency transactions, use of cash, share repurchase programs, acquisitions and divestitures and capital projects.

‌Stockholders Meeting Attendance

Directors are encouraged to attend annual meetings of stockholders, but we have no specific policy requiring directors' attendance at such meetings. All of our directors who were directors at that time attended our 2025 Annual Meeting of Stockholders.

‌Identifying and Evaluating Director Candidates

The Corporate Governance and Sustainability Committee recommends to the Board candidates to fill vacancies or for election or reelection to the Board. The Board then appoints new Board members to fill vacancies or nominates candidates each year for election or reelection by stockholders. The committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees other than as set forth in the committee's charter as described below.

The Corporate Governance and Sustainability Committee's charter requires the committee to establish criteria for selecting new directors, which reflects at a minimum a candidate's strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board, including its size and structure, and principles of diversity as described below. The committee also considers the statutory requirements applicable to the composition of the Board and its committees, including the NYSE's independence requirements. The committee considers each candidate's experiences, skills and attributes relative to what skills and experiences can best contribute to our Board's effective operation, particularly in light of our company's evolving needs and long-term strategy. We believe the nominees for election to the Board contribute a wide range of experiences, skills and attributes to comprise a Board that is well-positioned to provide effective oversight of our company, as illustrated above in each director's biography set forth in "Election of Directors-Nominees for Election at the Annual Meeting" and the charts included in "Election of Directors-Overview of Director Nominees."

The Board has not established term limits for directors because of the concern that term limits may deprive the company and its stockholders of the contribution of directors who have developed valuable insights into the company and its operations over time. The tenure of our non-management directors ranges from one to twenty one years, with an average tenure of 6.8 years. In April 2025, we added three new independent directors. We believe the tenure of our Board members provides an appropriate balance of expertise, experience, continuity and perspective that serves the best interests of our stockholders. Our Corporate Governance Guidelines do provide that a director is expected not to stand for reelection after the age of 75. For additional information regarding the age and tenure of the eleven director nominees for election at the Annual Meeting, see "Election of Directors."

The Corporate Governance and Sustainability Committee does not have a formal policy with respect to considering diversity in identifying director nominees. Consistent with the committee's charter, when identifying director nominees, the committee considers general principles of diversity, and does so in the broadest sense, considering diversity in terms of business leadership, experience, industry background and geography, as well as gender, race and ethnicity. The committee strives for directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board's deliberations and oversight of our business, and we hope to continue to attract directors with a broader range of backgrounds and experiences. For additional information regarding the diversity of the eleven director nominees for election at the Annual Meeting, see "Election of Directors-Overview of Director Nominees."

The Corporate Governance and Sustainability Committee periodically considers criteria for identifying possible new director candidates as needed, in consultation with the Chair of the Board and other Board members and management, including the CEO, and works with management and other Board members in recruiting new candidates. Candidates identified through this process are considered by the full committee for possible recommendation to the Board. From time to time, the committee uses the services of a third-party search firm to assist it in identifying and screening candidates. Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney were appointed to the Board in April 2025. Dr. El-Erian, our Chair of the Board, recommended Ms. Fitzpatrick to our Corporate Governance and Sustainability Committee for consideration. Mr. Plank, our CEO and largest stockholder, recommended Mr. Smith and Mr. Sweeney to our Corporate Governance and Sustainability Committee for consideration. Each of Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney were unanimously recommended by the Corporate Governance and Sustainability Committee for nomination to our Board.

In addition, the Corporate Governance and Sustainability Committee will consider director candidates suggested by stockholders. Any stockholder who wishes to recommend a director candidate for consideration by the committee may do so by submitting the candidate's name and qualifications to the committee's chairperson. See "-Communications with Directors" below for how to communicate with the chair of the committee. Our Bylaws include requirements for direct nominations by a stockholder of persons for election to our Board. These requirements are described under "Stockholder Proposals" at the end of this Proxy Statement.

‌Role of Board in Risk Oversight

Our Board of Directors is responsible for overseeing our management team's overall approach to risk management. Our Board of Directors regularly reviews our financial and strategic plans and objectives, including the risks that may affect the achievement of these plans and objectives, and receives regular reports from our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and other key executive officers regarding various enterprise risk matters. In accordance with our Corporate Governance Guidelines, our non-management directors also meet at least once each year in executive session with our Chair and Chief Executive Officer to review succession planning for our Chief Executive Officer and other senior executive positions.

In addition, our Board of Directors has delegated to each Board committee primary responsibility to oversee the management of risks that fall within their respective areas of responsibility, as described further below. In performing this function, each Board committee has full access to management, as well as the ability to engage independent outside advisors. At each Board meeting, the chairperson of each Board committee and the Corporate Secretary report on the applicable committee's activities, including risk management, which provides an opportunity to discuss significant risks with the full Board.

Audit Committee: Under its charter, the Audit Committee's responsibilities include inquiring of management and our independent registered public accounting firm about significant financial risks or exposures, the company's processes and policies for risk assessment and the steps management has taken to mitigate these risks to the company. The committee receives periodic reports from management on our enterprise risk management program and our risk mitigation efforts. The committee also oversees our legal and regulatory compliance programs, which includes receiving periodic reports from management on our global ethics and compliance program and reviewing our company's code of conduct. In addition, the committee oversees our internal audit function, as well as risks related to information technology use and protection, including cybersecurity and data privacy, as described in more detail in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Human Capital and Compensation Committee: The Human Capital and Compensation Committee has the responsibility to review risks related to our compensation policies and practices, which includes
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conducting an annual compensation risk assessment. The committee also oversees risks related to our company's key human capital management strategies and programs, including relating to engagement and culture.
Corporate Governance and Sustainability Committee: The Corporate Governance and Sustainability Committee oversees risks relating to our corporate governance policies, practices and structure. The committee also oversees risks related to sustainability, including environmental and human rights issues and impacts.
Finance and Capital Planning Committee: The Finance and Capital Planning Committee oversees certain financial matters and risks relating to our capital structure and liquidity, hedging and foreign currency transactions, acquisitions and divestitures and significant capital projects.
‌Availability of Corporate Governance Information
For additional information on our corporate governance, including Board committee charters, our Corporate Governance Guidelines and our code of business conduct and ethics, visit our corporate website, https://about.underarmour.com/, under "Investors - Corporate Governance."
‌Stock Ownership Guidelines
Our Board of Directors has adopted stock ownership guidelines to align the financial interests of our company's executives and non-management directors with the interests of our stockholders. The guidelines currently provide that executive officers should own company stock with a value at least equal to six times the annual base salary for the Chief Executive Officer, three times annual base salary for Executive Vice Presidents and one times annual base salary for all other executive officers, in each case based on the average closing price of our stock for the prior fiscal year. The guidelines also provide that non-management directors should own company stock with a value at least equal to five times the amount of the annual retainer paid to directors. Executive officers are expected to achieve the stock ownership levels under these guidelines within five years of their hire or promotion to executive officer and non-management directors within five years of joining our Board. The equity that qualifies for determining stock ownership levels under the guidelines includes owned shares, deferred stock units held pursuant to the Non-Employee Directors Deferred Stock Unit Plan (described below) and shares issuable with respect to unvested, time based restricted stock units, but excludes unearned shares issuable with respect to unvested, performance based restricted stock units and unexercised options (or any portion thereof, such as the current "in the money" value). The company's stock ownership guidelines can be found on our corporate website, https://about.underarmour.com/, under "Investors - Corporate Governance."
All executive officers and non-management directors are either in compliance with the guidelines as of the last measuring date or are new to their roles within the last five years and so are not yet required to have achieved the applicable stock ownership levels. We anticipate such executive officers and non-management directors will be in compliance with the guidelines within the required time frame.
‌Communication with Directors
If stockholders or other interested parties wish to communicate with non-management directors, they should write to Under Armour, Inc., Attention: Corporate Secretary, 101 Performance Drive, Baltimore, Maryland 21230. Further information concerning contacting our Board is available through our corporate website, https://about.underarmour.com/, under "Investors - Corporate Governance."
‌Indemnification of Directors in Derivative Actions
Under the Maryland General Corporation Law (the "MGCL"), we are required to report to stockholders in this Proxy Statement certain information regarding the indemnification or advancement of expenses to members of our Board. As disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, certain of our directors and officers have been named as defendants in certain derivative actions brought against the company (the "derivative
21

‌actions"). Under our Bylaws and the MGCL, our directors and officers may be entitled to indemnification and advancement of legal expenses in certain circumstances in connection with these derivative actions. As the legal representation of our directors other than Mr. Plank is currently combined with the legal representation of our company, during fiscal year 2026 we have not advanced or reimbursed expenses of any of our directors other than Mr. Plank. During fiscal year 2026, we advanced approximately $31,563 of legal expenses for Mr. Plank.
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COMPENSATION OF DIRECTORS
Retainers
The compensation arrangement for non-management directors during fiscal year 2026 was as follows:
Annual Retainer for each Director $90,000
Annual Retainer for Committee Chairs
Audit Committee $30,000
Human Capital and Compensation Committee $25,000
Corporate Governance and Sustainability Committee $22,500
Finance and Capital Planning Committee $22,500
Annual Retainer for Committee Members $10,000
Annual Retainer for Board Chair (1) $175,000
(1) The Board Chair is not entitled to receive any Committee member annual retainer for service on any Committee.
The cash retainers are payable in quarterly installments in arrears and directors have the option to defer the cash retainers into deferred stock
units pursuant to the Non-Employee Directors Deferred Stock Unit Plan. Beginning with the second quarter of 2016, we began issuing deferred stock units for shares of our Class C Stock rather than our Class A Stock. Deferred stock units will be settled in shares of our Class A Stock or Class C Stock (as applicable) on a one-for-one basis six months after the director leaves the Board, or sooner upon death or disability. During fiscal year 2026, we did not pay separate fees for attendance at any Board or standing committee meetings.
Equity Awards
Non-management directors also receive the following equity awards:
Upon initial election to the Board, an award of restricted stock units for shares of Class C Stock valued (on the grant date) at $100,000 with the units vesting in three equal annual installments.
An annual award of restricted stock units for shares of Class C Stock valued (on the grant date) at $150,000 following each Annual Meeting of Stockholders, with the units vesting in full at the following year's Annual Meeting of Stockholders.

The restricted stock units vest in full upon the director's death or disability or upon a change in control of Under Armour. The restricted stock units are forfeited if the director leaves the Board for any other reason prior to the scheduled vesting term. Upon vesting of the restricted stock units, the restricted stock units are converted into deferred stock units with the shares delivered six months after the director leaves the Board, or sooner upon death or disability.

‌The table below sets forth information concerning the compensation of our non-management directors for fiscal year 2026.

Director Compensation for Fiscal Year 2026

	Fees Earned or	Stock
Name	Paid in Cash ($)(1)	Awards ($)(2)(3)	Total ($)
Douglas E. Coltharp	142,500	150,000	292,500
Jerri L. DeVard	110,000	150,000	260,000
Mohamed A. El-Erian	265,000	150,000	415,000
Carolyn N. Everson	110,000	150,000	260,000
Dawn N. Fitzpatrick(4)	104,890	150,000	254,890
David W. Gibbs	115,000	150,000	265,000
Karen W. Katz(5)	24,429	-	24,429
Eric T. Olson	112,500	150,000	262,500
Eugene D. Smith(4)	104,890	150,000	254,890
Robert J. Sweeney(4)	104,890	150,000	254,890
Patrick W. Whitesell	100,000	150,000	250,000

(1) Non-management directors may elect to defer cash retainers into deferred stock units pursuant to the Non-Employee Directors Deferred Stock Unit Plan as described above. The table below sets forth the amount of cash deferred and the number of deferred stock units of Class C Stock received for those directors who made this election.

	Cash Deferred ($)	Deferred Stock Units
Name		(#)
Douglas E. Coltharp	142,500	25,974
Jerri L. DeVard	-	-
Mohamed A. El-Erian	133,750	24,217
Carolyn N. Everson	20,000	3,645
Dawn N. Fitzpatrick(4)	104,890	19,292
David W. Gibbs	115,000	20,962
Karen W. Katz(5)	22,500	3,338
Eric T. Olson	-	-
Eugene D. Smith(4)	-	-
Robert J. Sweeney(4)	104,890	19,292
Patrick W. Whitesell	100,000	18,227

(2) The amount in this column reflects the aggregate grant date fair value in accordance with applicable accounting guidance of the Class C Stock awards granted during fiscal year 2026. As of March 31, 2026, each of Mr. Coltharp, Ms. DeVard, Dr. El-Erian, Ms. Everson, Mr. Gibbs, Admiral Olson and Mr. Whitesell held restricted stock units for 30,675 shares of Class C Stock, which amount represents restricted stock units granted pursuant to the annual equity award following the 2025 Annual Meeting of Stockholders. As of March 31, 2026, each of Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney held restricted stock units for 43,136 shares of Class C Stock, which amount also includes restricted stock units awarded when they were appointed to the Board in April 2025.

(3) We have disclosed the assumptions made in the valuation of the stock awards in "Stock-Based Compensation" under Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

(4) Ms. Fitzpatrick, Mr. Smith and Mr. Sweeney were appointed to our Board of Directors effective April 15, 2025. On May 1, 2025, Ms. Fitzpatrick and Mr. Sweeney became members of the Audit Committee and the Finance and Capital Planning Committee and Mr. Smith became a member of the Corporate Governance and Sustainability Committee and the Human Capital and Compensation Committee.

(5) Ms. Katz served on our Board of Directors and as a member of the Corporate Governance and Sustainability Committee and the Finance and Capital Planning Committee through September 3, 2025, when, as previously disclosed, she retired from our Board. Shares underlying Ms. Katz's deferred stock units were delivered to her six months after her departure from our Board, in accordance with their terms.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion and analysis of our compensation policies and decisions regarding the fiscal year 2026 compensation for our executive officers named in the compensation tables in this Proxy Statement.

‌Executive Summary

In fiscal year 2026, we continued to make progress in our efforts to reset our business. Throughout the year, we faced a challenging retail environment that included lower demand in our wholesale and direct-to-consumer channels, particularly in our North America and Asia-Pacific regions. In addition, we navigated elevated tariff rates that increased our product costs and negatively impacted our gross margins. Amid these challenges, we continued to focus on simplifying our operating model, strengthening our brand and improving execution across the organization.

Our executive compensation programs in fiscal year 2026 were designed to require our executives to deliver results consistent with our annual operating plan, with a continued focus on improving efficiency and driving profitability and advancing our long-term efforts to continue to grow our brand. As discussed in more detail below, we achieved between the threshold and target levels for adjusted operating income and currency neutral net revenue in our fiscal year 2026 annual cash incentive plan, which results in a 60% achievement against the target level of performance.

Fiscal Year 2026 Performance and Compensation Highlights

For fiscal year 2026, the majority of the annual compensation potential for our executive officers was tied to the performance of our company, primarily through:

our annual cash incentive plan, with awards earned based on our financial performance in fiscal year 2026; and

our annual equity award program, where the value ultimately realized by our executives depends on our long-term performance.

Historically, the mix of annual equity awards granted to our executives has been 50% time based and 50% performance based. Given the uncertainty in the global trade environment due to evolving trade policy during fiscal year 2026 and potential impacts on our results of operations, our Human Capital and Compensation Committee determined it appropriate to deviate from its historical practice and granted only time based restricted stock unit awards in fiscal year 2026 to our named executive officers other than our Chief Executive Officer and Chief Financial Officer, as described below.

With respect to our Chief Executive Officer, the committee granted a fiscal year 2026 performance based award similar to the award granted in fiscal year 2025, which is eligible to vest in certain annual increments only upon achievement of a share-price hurdle, as well as time-based nonqualified stock options for the Company's Class C common stock. As our founder and majority stockholder, tying the majority of Mr. Plank's compensation solely to the achievement of a significant share price increase represents his commitment to the performance and growth of our business and provides further alignment with the interests of our stockholders.

Our fiscal year 2026 adjusted operating income was $100 million ($(163) million loss on a GAAP basis), achieving between the threshold and target levels of performance set under our fiscal year 2026 annual cash incentive plan. Our fiscal year 2026 currency neutral net revenue was $4.98 billion ($4.97 billion on a GAAP basis), achieving between the threshold and target levels of performance set under our fiscal year 2026 annual cash incentive plan. The target levels of performance of adjusted operating income and currency neutral net revenue under our fiscal year 2026 annual cash incentive plan were set at $141 million and $5.055 billion, respectively.

Currency neutral net revenue amounts presented in this Proxy Statement generally refer to our GAAP net revenues, adjusted for gains or losses incurred due to changes in foreign currency exchange rates as compared with the foreign exchange rates used in our annual operating plan when the performance targets were

‌established. Adjusted operating income amounts presented in this Proxy Statement generally refer to our GAAP operating income, adjusted for certain specified items considered when determining executive compensation. For purposes of determining executive compensation, our annual cash incentive plan specified certain adjustments that should be considered when evaluating performance against the targets, most of which would have the effect of further increasing adjusted operating income. These adjustments included items such as the impact of certain goodwill impairment charges, restructuring and other related charges, certain litigation related expense, certain severance related expense, foreign exchange losses and gains and charges related to the write-down of our accounts receivable asset due to customer bankruptcies. In addition, due to uncertainty related to evolving global trade policy, the adjustments included limiting the impact of unexpected tariff-related volatility to our cost of goods sold, to the extent such impact materially exceeded or fell below the tariff assumptions reflected in our annual operating plan when the performance targets were established. For a reconciliation of currency neutral net revenue and adjusted operating income as set forth in this Proxy Statement to the nearest GAAP measure, see "Appendix A: Reconciliation of Non-GAAP Financial Measures."

Chief Financial Officer Transition

As previously disclosed, in February 2026, Reza Taleghani joined our company as Chief Financial Officer. Mr. Bergman, who served as Chief Financial Officer since November 2017, remained with our company as a senior advisor until June 2026 to support a smooth transition. Upon joining our company, Mr. Taleghani received an annual base salary of $825,000, as well as a signing bonus of $250,000, subject to prorated repayment terms if Mr. Taleghani's employment ends (other than in the event of termination without cause) within one year. He was eligible to participate in our fiscal year 2026 annual cash incentive plan for executive officers, with a target award level equal to 75% of his annual base salary. In consideration of his forfeited cash incentive opportunity in connection with his departure from his prior employer, Mr. Taleghani's fiscal year 2026 annual cash incentive award was guaranteed to pay out at 100% of his full-year target award. Upon joining the Company, Mr. Taleghani also received (i) a fiscal year 2026 annual equity award in the form of time-based non-qualified stock options for the Company's Class C common stock with a grant date value of $2,500,000, (ii) a one-time special equity award of time-based non-qualified stock options for the Company's Class C common stock with a grant date value of $1,500,000 and (iii) a one-time special restricted cash award with a grant date value of $1,500,000, each of which vests in three equal annual installments beginning in February 2027, subject to continued employment.

Advisory Vote to Approve Executive Compensation

At our 2025 Annual Meeting of Stockholders, we held an advisory vote to approve executive compensation, commonly referred to as "say on pay." The Human Capital and Compensation Committee values the opinions expressed by stockholders in these votes. While these votes are advisory and non-binding, the Human Capital and Compensation Committee and the Board review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented.

Our stockholders overwhelmingly approved our "say on pay" proposal at our 2025 Annual Meeting of Stockholders, with more than 95% of the votes cast voting to approve our executive compensation. The Human Capital and Compensation Committee reviewed the voting results and given the strong level of support, did not make any changes to our executive compensation program or principles in response to the vote. The Human Capital and Compensation Committee will continue to consider results from the annual "say on pay" advisory vote, including the results from the upcoming 2026 Annual Meeting of Stockholders, as well as other stockholder input, when reviewing executive compensation programs, principles and policies.

Executive Compensation Features

We believe our executive compensation programs incorporate best practices that seek to drive business performance and align our executives with stockholder interests:

What We Do

Pay for performance by tying the majority of executive compensation to pre-established, quantifiable performance goals or our stock price
Double trigger provisions for all equity awards
Balance of short- and long-term performance metrics
Clawback Policy that applies to our annual cash incentive plan and long-term incentive plan
Independent executive compensation consultant
Stock ownership guidelines for executive officers
Conduct annual stockholder "say on pay" advisory vote

What We Don't Do

× Employment agreements (unless required by local law)

× Pension or supplemental retirement plan

× Guaranteed salary increases for executive officers

× Inclusion of long-term incentive awards in severance benefit calculations

× Contributions to the deferred compensation plan for any executive officer in fiscal year 2026

× Permit hedging of Under Armour shares (with no director or officer having any shares pledged as security in fiscal year 2026)

× Allow recycling back into our equity plan of shares used for taxes or option exercises

× Provide excessive benefits and perquisites

‌Objectives and Elements of our Compensation Program

The overall objectives of our compensation program for our executive officers are to:

Attract and retain highly qualified executives committed to our brand;
Reward performance and motivate our executives to build and grow our business profitably;
Align the interests of our executives with the interests of our stockholders;
Provide competitive pay based on peer group and market data; and
Provide internally equitable compensation to recognize our team-based approach.

During fiscal year 2026, the critical elements of our executive compensation program for our named executive officers that are designed to help achieve these objectives are as follows:

FIXED

AT RISK

Compensation Element Purpose Key Characteristics

Base Salary

Annual Cash Incentive Awards

Equity Awards

Compensate fairly and competitively to help us attract and retain highly qualified executives

Reward executives for the achievement of near-term financial objectives and individual performance

Directly link the interests of executives with stockholders, promote retention and reward strong performance to create long-term stockholder value

Determined primarily by the level of responsibility and experience while also considering competitive market data and internal equity

Target cash incentive amount set as a percentage of base salary

Actual payout based on performance against pre-established financial targets and an individual performance factor

Historically reflected a combination of time based and performance based restricted stock units

Given uncertainty related to evolving global trade policy, our named executive officers (other than our Chief Executive Officer and Chief Financial Officer) were granted 100% time based restricted stock units for fiscal year 2026, with the value of the awards directly tied to our stock price

Time based awards vest in three equal annual installments

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UA - Under Armour Inc. published this content on July 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 15, 2026 at 21:27 UTC.

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Company Profile

Under Armour, Inc. is an inventor, marketer and distributor of branded athletic performance apparel, footwear and accessories for men, women and youth. Its primary business operates in four geographic segments: North America, comprising the United States and Canada, Europe, the Middle East and Africa (EMEA), Asia-Pacific, and Latin America. Its apparel comes in three primary fit types: compression (tight fit), fitted (athletic fit) and loose (relaxed fit). Its footwear includes products for running, training, basketball, cleated sports, recovery and outdoor applications, as well as casual use. Its accessories primarily include athletic performance gloves, bags, headwear and socks. It sells its apparel, footwear and accessories in North America through wholesale and direct-to-consumer channels. It sells its apparel, footwear and accessories in EMEA primarily through wholesale customers and independent distributors, along with e-commerce Websites and brand and factory house stores.

Employees

10,032

Sector

Apparel & Accessories

Calendar

08-07 - Earnings release - Q1 2027

More about the company