UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 183, 2025

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland

001-33202

52-1990078

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Performance Drive, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Class A Common Stock	UAA	New York Stock Exchange
Class C Common Stock	UA	New York Stock Exchange
(Title of each class)	(Trading Symbols)	(Name of each exchange on which registered)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 1 5.0207. ~~Termination~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~August~~Annual ~~18,~~Meeting 2025, Under Armour, Inc. (the “Company”) irrevocably deposited with Wilmington Trust, National Association (the “Trustee”) sufficient funds to satisfy and discharge the Company’s 3.250% Senior Notes due 2026 (the “Notes”) issued pursuant to the First Supplemental Indenture dated as of ~~June~~Stockholders ~~13, 2016~~ (the “~~Supplemental~~Annual ~~Indenture~~Meeting”), ~~which supplements the Indenture dated as~~ of ~~June 13, 2016 (~~the ~~“Base Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”) between the~~ Company ~~and~~was ~~the~~held ~~Trustee in accordance with its terms, and the Trustee acknowledged such satisfaction and discharge~~ on ~~August~~September 183, 2025. At Asthe aAnnual ~~result~~Meeting, the ~~Company~~stockholders ~~was~~voted ~~released~~on ~~from~~four ~~its~~proposals ~~remaining obligations under the Notes~~ and ~~the~~cast ~~Indenture,~~their ~~other~~votes ~~than~~as ~~those~~described ~~obligations in the Indenture that expressly survive satisfaction and discharge~~below. The ~~Since~~record ~~the~~date ~~principal~~for ~~amount~~this ofmeeting ~~the~~was ~~Notes will not be repaid to bondholders until the Notes mature on~~ June 156, 2026 (the “Maturity Date”), the Notes will remain on the Company’s balance sheet until the Maturity Date and the amounts irrevocably deposited with the Trustee in order to satisfy and discharge the Indenture will appear as “Restricted Investments” on the Company’s balance sheet until the Maturity Date2025.

Proposal 1

The individuals listed below were elected at the Annual Meeting to serve on the Company’s Board of Directors until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. The voting results were as follows:


Nominees	For	Withhold Authority To Vote	Broker Non-Votes
Douglas E. Coltharp	456,994,036	4,466,266	25,036,187
Jerri L. DeVard	422,567,551	38,892,751	25,036,187
Mohamed A. El-Erian	451,037,927	10,422,375	25,036,187
Carolyn N. Everson	427,611,720	33,848,582	25,036,187
Dawn N. Fitzpatrick	460,421,563	1,038,739	25,036,187
David W. Gibbs	454,378,620	7,081,682	25,036,187
Eric T. Olson	414,166,534	47,293,768	25,036,187
Kevin A. Plank	432,664,825	28,795,477	25,036,187
Eugene D. Smith	452,891,707	8,568,595	25,036,187
Robert J. Sweeney	460,428,863	1,031,439	25,036,187
Patrick W. Whitesell	456,217,078	5,243,224	25,036,187

Proposal 2

The stockholders approved the Company’s executive compensation, in a non-binding advisory vote. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
435,912,978	22,420,861	3,126,463	25,036,187

Proposal 3

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026. The voting results were as follows:


For	Against	Abstain
476,031,202	10,298,526	166,761

Proposal 4

The stockholders did not approve a stockholder proposal that was submitted at the Annual Meeting. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
11,823,025	446,229,645	3,407,632	25,036,187

No other matters were submitted for stockholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit
101						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.
101			XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNDER ARMOUR, INC.

Date: August 19, 2025

By:

/s/ David E. Bergman

Date: September 8, 2025

By:

/s/ MEHRI SHADMAN

David E. Bergman

Mehri Shadman

Chief Financial Officer

Executive Vice President, Chief Legal Officer and Corporate Secretary

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