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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

Form 10-Q

______________________________________

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-33202

______________________________________

UNDER ARMOUR, INC.

(Exact name of registrant as specified in its charter)

______________________________________


Maryland						52-1990078
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
101 Performance Drive Baltimore, Maryland 21230						(410) 468-2512
(Address of principal executive offices) (Zip Code)						(Registrant's telephone number, including area code)

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of July 31, 2025 there were 188,834,386 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 205,535,895 shares of Class C Common Stock outstanding.

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UNDER ARMOUR, INC.

QUARTERLY REPORT ON FORM 10-Q


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PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 3 0 , 202 5 and March 31, 20 25 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three Months Ended June 3 0 , 202 5 and 202 4 (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended June 3 0 , 202 5 and 202 4 (unaudited)	3
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended June 3 0 , 202 5 and 20 24 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 3 0 , 202 5 and 202 4 (unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II - O THER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		42

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNDER ARMOUR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; In thousands, except share data)


	June 30, 2025		March 31, 2025
Assets
Current assets
Cash and cash equivalents	$	910,985	$	501,361
Accounts receivable, net of allowance for doubtful accounts of $17,717 and $17,020 as of June 30, 2025 and March 31, 2025, respectively.	623,736		675,822
Inventories	1,141,829		945,836
Prepaid expenses and other current assets, net	226,308		206,078
Total current assets	2,902,858		2,329,097
Property and equipment, net (Note 3)	613,174		645,147
Operating lease right-of-use assets (Note 4)	364,960		384,341
Goodwill (Note 5)	496,195		487,632
Intangible assets, net	5,081		5,224
Deferred income taxes (Note 15)	314,742		286,160
Other long-term assets	168,181		163,270
Total assets	$	4,865,191	$	4,300,871
Liabilities and Stockholders' Equity
Current liabilities
Current maturities of long-term debt (Note 7)	$	599,757	$	—
Accounts payable	635,163		429,944
Accrued expenses	332,692		348,747
Customer refund liabilities (Note 10)	140,511		146,021
Operating lease liabilities (Note 4)	128,639		130,050
Other current liabilities	58,613		54,381
Total current liabilities	1,895,375		1,109,143
Long-term debt, net of current maturities (Note 7)	389,457		595,125
Operating lease liabilities, non-current (Note 4)	557,871		574,277
Other long-term liabilities	148,059		132,048
Total liabilities	2,990,762		2,410,593
Stockholders' equity (Note 9)
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of June 30, 2025 and March 31, 2025; 188,822,726 shares issued and outstanding as of June 30, 2025 (March 31, 2025: 188,822,726)	63		63
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of June 30, 2025 and March 31, 2025	11		11
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of June 30, 2025 and March 31, 2025; 205,416,539 shares issued and outstanding as of June 30, 2025 (March 31, 2025: 202,720,745)	68		67
Additional paid-in capital	1,250,568		1,237,798
Retained earnings	736,180		746,277
Accumulated other comprehensive income (loss)	(112,461)		(93,938)
Total stockholders' equity	1,874,429		1,890,278
Total liabilities and stockholders' equity	$	4,865,191	$	4,300,871

Commitments and Contingencies (Note 8)

See accompanying notes.

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UNDER ARMOUR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; In thousands, except per share amounts)


	Three Months Ended June 30,
	2025		2024
Net revenues (Note 10)	$	1,134,068	$	1,183,665
Cost of goods sold	587,572		620,990
Gross profit	546,496		562,675
Selling, general and administrative expenses	530,345		837,317
Restructuring charges (Note 11)	12,828		25,086
Income (loss) from operations	3,323		(299,728)
Interest income (expense), net	(4,051)		2,344
Other income (expense), net	(4,695)		(2,730)
Income (loss) before income taxes	(5,423)		(300,114)
Income tax expense (benefit) (Note 15)	(2,658)		5,149
Income (loss) from equity method investments	153		(163)
Net income (loss)	$	(2,612)	$	(305,426)

Basic net income (loss) per share of Class A, B and C common stock (Note 16)	$	(0.01)	$	(0.70)
Diluted net income (loss) per share of Class A, B and C common stock (Note 16)	$	(0.01)	$	(0.70)

Weighted average common shares outstanding Class A, B and C common stock
Basic	427,116		435,693
Diluted	427,116		435,693

See accompanying notes.

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UNDER ARMOUR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; In thousands)


	Three Months Ended June 30,
	2025		2024
Net income (loss)	$	(2,612)	$	(305,426)
Other comprehensive income (loss):
Foreign currency translation adjustment	29,536		(16,563)
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $16,727 and $(5,835) for the three months ended June 30, 2025 and 2024, respectively.	(48,911)		17,616
Gain (loss) on intra-entity foreign currency transactions	852		(764)
Total other comprehensive income (loss)	(18,523)		289
Comprehensive income (loss)	$	(21,135)	$	(305,137)

See accompanying notes.

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UNDER ARMOUR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited; In thousands)


	Class A Common Stock			Class B Convertible Common Stock			Class C Common Stock			Additional Paid-in-Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance as of March 31, 2024	188,802	$	63	34,450	$	11	212,711	$	70	$	1,181,854	$	1,048,411	$	(77,123)	$	2,153,286
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		(1,194)	—		—		(7,944)		—		(7,944)
Excise tax on repurchases of common stock	—	—		—	—		—	—		(200)		—		—		(200)
Class C Common Stock repurchased	—	—		—	—		(5,940)	(2)		943		(40,941)		—		(40,000)
Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		3,217	1		642		—		—		643
Stock-based compensation expense	—	—		—	—		—	—		15,924		—		—		15,924
Comprehensive income (loss)	—	—		—	—		—	—		—		(305,426)		289		(305,137)
Balance as of June 30, 2024	188,802	$	63	34,450	$	11	208,794	$	69	$	1,199,163	$	694,100	$	(76,834)	$	1,816,572

Balance as of March 31, 2025	188,823	$	63	34,450	$	11	202,721	$	67	$	1,237,798	$	746,277	$	(93,938)	$	1,890,278
Shares withheld in consideration of employee tax obligations relative to stock-based compensation arrangements	—	—		—	—		(1,234)	—		—		(7,485)		—		(7,485)



Issuance of Class C Common Stock, net of forfeitures	—	—		—	—		3,930	1		551		—		—		552
Stock-based compensation expense	—	—		—	—		—	—		12,219		—		—		12,219
Comprehensive income (loss)	—	—		—	—		—	—		—		(2,612)		(18,523)		(21,135)
Balance as of June 30, 2025	188,823	$	63	34,450	$	11	205,417	$	68	$	1,250,568	$	736,180	$	(112,461)	$	1,874,429

See accompanying notes.

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UNDER ARMOUR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; In thousands)


	Three Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net income (loss)	$	(2,612)	$	(305,426)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization	28,981		32,830
Unrealized foreign currency exchange rate (gain) loss	(2,273)		1,610
Loss on disposal of property and equipment	3,556		379
Non-cash restructuring and impairment charges	7,698		8,038
Amortization of bond premium and debt issuance costs	603		511
Stock-based compensation	12,219		15,924
Deferred income taxes	(28,978)		7,071
Changes in reserves and allowances	3,952		(22)
Changes in operating assets and liabilities:
Accounts receivable	50,885		71,014
Inventories	(196,568)		(162,623)
Prepaid expenses and other assets	(11,990)		(34,830)
Other non-current assets	9,818		13,837
Accounts payable	213,712		200,289
Accrued expenses and other liabilities	(51,373)		320,270
Customer refund liabilities	(5,180)		(9,007)
Income taxes payable and receivable	16,402		(6,890)
Net cash provided by (used in) operating activities	48,852		152,975
Cash flows from investing activities
Purchases of property and equipment	(35,362)		(45,681)

Sale of MyFitnessPal platform	—		50,000



Net cash provided by (used in) investing activities	(35,362)		4,319
Cash flows from financing activities
Common stock repurchased	—		(40,000)
Proceeds from long-term debt and revolving credit facility	400,000		—
Repayment of long-term debt	—		(80,919)
Employee taxes paid for shares withheld for income taxes	(7,485)		(7,944)

Proceeds from exercise of stock options and other stock issuances	552		643
Payments of debt financing costs	(5,764)		—
Net cash provided by (used in) financing activities	387,303		(128,220)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	9,314		(2,830)
Net increase (decrease) in cash, cash equivalents and restricted cash	410,107		26,244
Cash, cash equivalents and restricted cash
Beginning of period	515,051		876,917
End of period	$	925,158	$	903,161

Non-cash investing and financing activities
Change in accrual for property and equipment	$	(23,254)	$	(4,670)


Reconciliation of cash, cash equivalents and restricted cash	June 30, 2025		June 30, 2024
Cash and cash equivalents	$	910,985	$	884,552
Restricted cash	14,173		18,609
Total cash, cash equivalents and restricted cash	$	925,158	$	903,161

See accompanying notes.

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UNDER ARMOUR, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; Tabular amounts in thousands, except per share data)


INDEX


Note 1	Description of Business and Basis of Presentation	7
Note 2	Recent Accounting Pronouncements	7
Note 3	Property and Equipment	8
Note 4	Leases	8
Note 5	Goodwill	9
Note 6	Supply Chain Finance Program	10
Note 7	Credit Facility and Other Long Term Debt	10
Note 8	Commitments and Contingencies	12
Note 9	Stockholders' Equity	15
Note 10	Revenues	16
Note 11	Restructuring and Related Charges	17
Note 12	Stock-Based Compensation	18
Note 13	Fair Value Measurements	20
Note 14	Risk Management and Derivatives	22
Note 15	Provision for Income Taxes	24
Note 16	Earnings Per Share	25
Note 17	Segment Data	25

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NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business

Under Armour, Inc. (together with its wholly owned subsidiaries, the "Company") is a developer, marketer and distributor of branded athletic performance apparel, footwear and accessories. The Company creates products engineered to make athletes better with a vision to inspire athletes with innovative performance and design solutions they can't live without. The Company's products are made, sold and worn worldwide.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements, which are presented in U.S. Dollars, include the accounts of Under Armour, Inc. and its wholly owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information in footnote disclosures normally included in annual financial statements were condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and U.S. GAAP for interim consolidated financial statements. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.

The unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 is derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025 ("Fiscal 2025"), filed with the SEC on May 22, 2025 ("Annual Report on Form 10-K for Fiscal 2025"), which should be read in conjunction with these unaudited Condensed Consolidated Financial Statements. The unaudited results for the three months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending March 31, 2026 ("Fiscal 2026"), or any other portions thereof.

Reclassifications

Certain prior period comparative amounts have been reclassified to conform to the current period presentation. Such reclassifications were not material and did not affect the unaudited Condensed Consolidated Financial Statements.

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates, judgments and assumptions are evaluated on an on-going basis. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable at that time; however, actual results could differ from these estimates.

As the impacts of major global events, including recent and potential changes in global trade policy, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving events impact the Company's financial statements will depend on a number of factors including, but not limited to, any new information that may emerge concerning the severity of these major events and the actions that governments around the world may take in response. While the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of this reporting date, the Company may experience further impacts based on long-term effects on the Company's customers and the countries in which the Company operates. Please see the risk factors discussed in Part I, Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for Fiscal 2025.


NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

The Company assesses the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). No ASUs were adopted during the first quarter of Fiscal 2026.

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Recently Issued Accounting Pronouncements

The Company assessed all recently issued ASUs and, other than those described below, determined them to be either not applicable or expected to have no material impact on its Condensed Consolidated Financial Statements and related disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03 "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures" ("ASU 2024-03"), which will require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.

Income Tax

In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded income tax disclosures primarily related to an entity's effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be adopted on a prospective basis. The Company will adopt the annual disclosure requirements of ASU 2023-09 in its Fiscal 2026 Annual Report on Form 10-K. The adoption is expected to expand the Company's disclosures, but is not expected to have a material impact on its consolidated financial statements.


NOTE 3. PROPERTY AND EQUIPMENT


	As of June 30, 2025		As of March 31, 2025
Leasehold and tenant improvements	$	408,769	$	457,419
Furniture, fixtures and displays	309,279		307,258
Buildings and building improvements	234,397		271,888
Software	279,210		282,478
Office equipment	145,083		141,684
Plant equipment	190,173		190,169
Land	65,956		74,460
Construction in progress (1)	28,200		24,176
Other	23,314		19,391
Subtotal property and equipment	1,684,381		1,768,923
Accumulated depreciation	(1,071,207)		(1,123,776)
Property and equipment, net	$	613,174	$	645,147

(1) Construction in progress primarily includes costs incurred for leasehold improvements and in-store fixtures and displays not yet placed in use.

Depreciation expense related to property and equipment for the three months ended June 30, 2025 was $28.6 million (three months ended June 30, 2024: $32.5 million).


NOTE 4. LEASES

The Company enters into operating leases domestically and internationally to lease certain warehouse space, office facilities, space for its Brand and Factory House stores, and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2038. Short-term lease payments were not material for the periods presented.

Lease Costs and Other Information

The Company recognizes lease expense on a straight-line basis over the lease term. There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases. Operating and variable lease costs are included on the Company's Condensed Consolidated Statements of Operations within (i) Selling,

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general and administrative expenses, (ii) Restructuring charges, for certain operating and variable lease costs relating to restructured facilities; and (iii) Other income (expense), for certain operating and variable lease costs relating to lease assets held for sublet purposes. The following table presents total operating and variable lease costs for the periods indicated:


	Three Months Ended June 30,
	2025		2024
Operating lease costs	$	41,035	$	37,793
Variable lease costs	$	18,289	$	21,501

The Company subleases certain excess office facilities, retail space and warehouse space to third parties. Sublease income was $3.4 million for the three months ended June 30, 2025 (three months ended June 30, 2024: $1.0 million).

The weighted average remaining lease term and discount rate for the periods indicated below were as follows:


	As of June 30, 2025		As of March 31, 2025
Weighted average remaining lease term (in years)	7.04		7.13
Weighted average discount rate	4.81	%	4.88	%

Supplemental Cash Flow Information

The following table presents supplemental information relating to cash flow arising from lease transactions:


	Three Months Ended June 30,
	2025		2024
Operating cash outflows from operating leases	$	43,200	$	46,589
Leased assets obtained in exchange for new operating lease liabilities	$	9,930	$	13,555

Maturity of Lease Liabilities

The following table presents the future minimum lease payments under the Company's operating lease liabilities as of June 30, 2025:


Fiscal year ending March 31,
2026 (nine months ending)	$	119,038
2027	146,595
2028	126,030
2029	86,105
2030	68,201
2031 and thereafter	265,603
Total lease payments	$	811,572
Less: Interest	125,062
Total present value of lease liabilities	$	686,510

As of June 30, 2025, the Company has additional operating lease obligations that have not yet commenced of approximately $64.7 million, which are not reflected in the table above.


NOTE 5. GOODWILL

The following table summarizes changes in the carrying amount of the Company's goodwill by reportable segment as of the periods indicated:


	North America		EMEA		Asia-Pacific		Total
Balance as of March 31, 2025	$	309,487	$	103,055	$	75,090	$	487,632

Effect of currency translation adjustment	—		7,400		1,163		8,563
Balance as of June 30, 2025	$	309,487	$	110,455	$	76,253	$	496,195

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NOTE 6. SUPPLY CHAIN FINANCE PROGRAM

The Company facilitates a supply chain finance program, administered through third-party platforms, which provides participating suppliers with the opportunity to finance payments due from the Company with certain third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of the Company prior to their scheduled due dates at a discounted price with the participating financial institution.

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under the Company’s supply chain financing program are included within Accounts Payable in the Condensed Consolidated Balance Sheets and within operating activities in the Condensed Consolidated Statement of Cash Flows.

The Company’s outstanding payment obligations under this program were $245.7 million as of June 30, 2025 (March 31, 2025: $143.8 million).


NOTE 7. CREDIT FACILITY AND OTHER LONG TERM DEBT


	As of June 30, 2025		As of March 31, 2025
3.25% Senior Notes due 2026	$	600,000	$	600,000
7.25% Senior Notes due 2030	400,000		—
Total principal payments due	1,000,000		600,000

Unamortized debt discount on Senior Notes due 2026	(243)		(307)
Unamortized debt issuance costs - Senior Notes due 2026	(516)		(651)
Unamortized debt issuance costs - Senior Notes due 2030	(4,832)		—
Unamortized debt issuance costs - Credit facility	(5,195)		(3,917)
Total amount outstanding	989,214		595,125
Less:
Current portion of long-term debt:
3.25% Senior Notes due 2026	600,000		—
Unamortized debt discount on Senior Notes due 2026	(243)		—
Total current portion of long-term debt	599,757		—

Non-current portion of long-term debt	$	389,457	$	595,125

Credit Facility

On March 8, 2019, the Company entered into an amended and restated credit agreement by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (the "credit agreement"). In June 2025, the Company entered into the seventh amendment to the credit agreement (the credit agreement as amended, the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for an aggregate $1.1 billion of revolving credit commitments that has a term that ends on June 16, 2030, with permitted extensions under certain circumstances and subject to a springing maturity of 91 days prior to June 16, 2030 if, on such date, the Senior Notes due 2030 (as defined below) have not been refinanced. As of June 30, 2025 and March 31, 2025, there were no amounts outstanding under the revolving credit facility.

At the Company's request and a lender's consent, commitments under the amended credit agreement may be increased by up to an amount equal to (x) the greater of (i) $400.0 million and (ii) 100% of consolidated EBITDA plus (y) an unlimited amount so long as, after giving effect to the relevant increase, the secured leverage ratio (calculated as set forth in the amended credit agreement) does not exceed 2.5 to 1.00 in aggregate, subject to certain conditions as set forth in the amended credit agreement. Incremental borrowings are uncommitted and the availability thereof will depend on market conditions at the time the Company seeks to incur such borrowings.

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Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of June 30, 2025, $45.6 million of letters of credit were outstanding (March 31, 2025: $45.7 million).

The obligations of the Company under the amended credit agreement are guaranteed by certain domestic significant subsidiaries of Under Armour, Inc., subject to customary exceptions (the "subsidiary guarantors") and primarily secured by a first-priority security interest in substantially all of the assets of Under Armour, Inc. and the subsidiary guarantors, excluding real property, capital stock in and debt of subsidiaries of Under Armour, Inc. holding certain real property and other customary exceptions. The amended credit agreement provides for the permanent fall away of guarantees and collateral upon the Company's achievement of investment grade rating from two rating agencies.

The amended credit agreement contains negative covenants that, subject to significant exceptions, limit the Company's ability to, among other things: incur additional secured and unsecured indebtedness; pledge assets as security; make investments, loans, advances, guarantees and acquisitions (including investments in and loans to non-guarantor subsidiaries); undergo fundamental changes; sell assets outside the ordinary course of business; enter into transactions with affiliates; and make restricted payments.

The Company is also required to maintain a ratio of consolidated EBITDA, to consolidated interest expense of not less than 3.50 to 1.0 (the "interest coverage covenant") and the Company is not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.25 to 1.0, or, at the election of the Company during a fiscal quarter in which a permitted acquisition with a cash purchase price exceeding $100,000,000 is consummated, 3.75 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. In July 2025, the Company entered into the eighth amendment to the credit agreement to exclude from the definition of indebtedness any indebtedness that has been defeased, satisfied and discharged and/or redeemed and to adjust the amount of interest expense included in the interest coverage covenant to exclude interest accruing on defeased debt. The Company was in compliance with the applicable covenants as of June 30, 2025.

In addition, the amended credit agreement contains events of default that are customary for a facility of this nature, and includes a cross default provision whereby an event of default under other material indebtedness, as defined in the amended credit agreement, will be considered an event of default under the amended credit agreement.

Borrowings under the amended credit agreement bear interest at a rate per annum equal to, at the Company's option, either (a) an alternate base rate (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euro or Japanese Yen) or (c) a "risk free" rate (for borrowings in U.S. dollars or Pounds Sterling), plus in each case an applicable margin. The applicable margin for loans will be adjusted by reference to a grid (the "pricing grid") based on the leverage ratio of consolidated total indebtedness to consolidated EBITDA and ranges between 1.00% to 1.75% (or, in the case of alternate base loans, 0.00% to 0.75%). The Company will also pay a commitment fee determined in accordance with the pricing grid on the average daily unused amount of the revolving credit facility and certain fees with respect to letters of credit. As of June 30, 2025, the commitment fee was 17.5 basis points.

7.25% Senior Notes

On June 23, 2025, the Company issued $400.0 million in aggregate principal amount of 7.25% senior unsecured notes due July 15, 2030 (the "Senior Notes due 2030"). The Senior Notes due 2030 are guaranteed on a senior unsecured basis by the Company's subsidiary guarantors that provide guarantees under the amended credit agreement. The Senior Notes due 2030 bear interest at a fixed rate of 7.25% per annum, payable semi-annually in arrears on January 15 and July 15 beginning on January 15, 2026. The Company may redeem some or all of the Senior Notes due 2030 at any time, or from time to time, at the redemption prices described in the indenture governing the Senior Notes due 2030.

The indenture governing the Senior Notes due 2030 contains negative covenants that limit the Company's and certain of its subsidiaries' ability to engage in certain transactions and are subject to material exceptions described in the indenture governing the Senior Notes due 2030. The Company intends to use the net proceeds from the Senior Notes due 2030, together with borrowings under its amended credit agreement and cash on hand to redeem, repurchase or otherwise retire the Senior Notes due 2026 (as defined below) in full or deposit with the trustee all amounts necessary to satisfy and discharge its obligations under the Senior Notes due 2026 through maturity, in each case during the second quarter of Fiscal 2026. The Company incurred and deferred $4.9 million in financing costs in connection with the Senior Notes due 2030.

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3.25% Senior Notes

In June 2016, the Company issued $600.0 million in aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes bear interest at a fixed rate of 3.25% per annum, payable semi-annually on June 15 and December 15 beginning on December 15, 2016. The indenture governing the Senior Notes contains negative covenants that limit the Company's ability to engage in certain transactions and are subject to material exceptions described in the indenture. The Company incurred and deferred $5.4 million in financing costs in connection with the Senior Notes. As discussed above, the Company intends to redeem, repurchase or otherwise retire the Senior Notes due 2026 in full or deposit with the trustee all amounts necessary to satisfy and discharge its obligations under the Senior Notes due 2026 through maturity, in each case during the second quarter of Fiscal 2026.

Interest Expense

Interest expense, which includes amortization of deferred financing costs, bank fees, capital and built-to-suit lease interest and interest expense under the credit and other long-term debt facilities, was $6.8 million for the three months ended June 30, 2025 (three months ended June 30, 2024: $5.7 million).

Maturity of Long-Term Debt

The following are the scheduled maturities of long-term debt as of June 30, 2025:


Fiscal year ending March 31,
2026 (nine months ending)	$	—
2027	600,000
2028	—
2029	—
2030	—
2031 and thereafter	400,000
Total scheduled maturities of long-term debt	$	1,000,000

Current maturities of long-term debt	$	600,000

The Company monitors the financial health and stability of its lenders under the credit and other long-term debt facilities, however during any period of significant instability in the credit markets, lenders could be negatively impacted in their ability to perform under these facilities.


NOTE 8. COMMITMENTS AND CONTINGENCIES

Indemnifications

In connection with various contracts and agreements, the Company has agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which the counterparties are grossly negligent, engage in willful misconduct, or act in bad faith. Based on the Company’s historical experience and the estimated probability of future loss, the Company has determined that the fair value of such indemnifications is not material to its consolidated financial position or results of operations.

Litigation

From time to time, the Company is involved in litigation and other proceedings, including matters related to commercial and intellectual property disputes, as well as trade, regulatory and other claims related to its business. Other than as described below, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business. However, the matters described below, if decided adversely to or settled by the Company, could result, individually or in the aggregate, in a liability material to the Company's consolidated financial position, results of operations or cash flows.

Consolidated Kenney Derivative Litigation

In June and July 2018, two purported stockholder derivative complaints were filed in Maryland state court (the "State Court"), in cases captioned Kenney v. Plank, et al. (filed June 29, 2018) and Luger v. Plank, et al. (filed July 26, 2018), respectively. The cases were consolidated on October 19, 2018 under the caption Kenney v. Plank,

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et. al. The consolidated complaint in the Kenney action names Mr. Plank, certain other current and former members of the Company's Board of Directors, certain former Company executives, and Sagamore Development Company, LLC ("Sagamore") as defendants, and names the Company as a nominal defendant. The consolidated complaint asserts breach of fiduciary duty, unjust enrichment, and corporate waste claims against the individual defendants and asserts a claim against Sagamore for aiding and abetting certain of the alleged breaches of fiduciary duty. The consolidated complaint seeks damages on behalf of the Company and certain corporate governance related actions.

The consolidated complaint includes allegations challenging, among other things, the Company's disclosures related to growth and consumer demand for certain of the Company's products, as well as stock sales by certain individual defendants. The consolidated complaint also makes allegations related to the Company's 2016 purchase from entities controlled by Mr. Plank (through Sagamore) of certain parcels of land to accommodate the Company's growth needs, which was approved by the Audit Committee of the Company's Board of Directors in accordance with the Company's policy on transactions with related persons.

On March 29, 2019, the State Court granted the Company's and the defendants' motion to stay that case pending the outcome of an earlier-filed securities class action ("the Consolidated Securities Action") and an earlier-filed derivative action asserting similar claims to those asserted in the Kenney action relating to the Company's purchase of parcels in the Baltimore Peninsula, an area of Baltimore previously referred to as Port Covington (which derivative action has since been dismissed in its entirety).

Prior to the filing of the derivative complaints in Kenney v. Plank, et al. and Luger v. Plank, et al., both of the purported stockholders had sent the Company's Board of Directors a letter demanding that the Company pursue claims similar to the claims asserted in the derivative complaints. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and both of these purported stockholders were informed of that determination.

In 2020, two additional purported shareholder derivative complaints were filed in the State Court, in cases captioned Cordell v. Plank, et al. (filed August 11, 2020), and Salo v. Plank, et al. (filed October 21, 2020), respectively.

Prior to the filing of the derivative complaints in these two actions, neither of the purported stockholders made a demand that the Company's Board of Directors pursue the claims asserted in the complaints. In October 2021, the State Court issued an order (i) consolidating the Cordell and Salo actions with the consolidated Kenney action into a single consolidated derivative action (the "Consolidated Kenney Derivative Action"); (ii) designating the Kenney action as the lead case; and (iii) specifying that the scheduling order in the Kenney action shall control the Consolidated Kenney Derivative Action.

On October 27, 2023, an additional purported stockholder derivative complaint was filed in the State Court by four purported stockholders, in a case captioned Viskovich, et al. v. Plank, et al. (the “Viskovich Action”). Prior to the filing of this complaint, each of the four purported stockholders had sent the Company's Board of Directors a letter demanding that the Company pursue claims similar to the claims asserted in their derivative complaint. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company and these purported stockholders were informed of that determination. On March 20, 2024, the State Court issued an order (i) consolidating the Viskovich Action into the Consolidated Kenney Derivative Action; (ii) designating the Kenney action as the lead case; and (iii) specifying that the scheduling order in the Kenney action shall control the Consolidated Kenney Derivative Action.

As previously disclosed, on May 7, 2025, the parties in the Consolidated Kenney Derivative Action and the Consolidated Paul Derivative Action described below (together, the “Derivative Actions”) executed a formal stipulation of settlement memorializing the complete terms of a proposed settlement resolving the Derivative Actions (the "Settlement Agreement"). Amongst other things, the Settlement Agreement provides that (a) the Company will implement various corporate governance measures for a period of three years from the time that the settlement becomes final and non-appealable; and (b) a payment of $8.9 million, less any award of attorneys’ fees and costs to counsel for the plaintiffs, will be made to the Company on behalf of the defendants and will be funded using insurance proceeds. In exchange, the plaintiffs, the Company, and Under Armour stockholders derivatively on behalf of the Company, will grant customary releases in favor of the defendants of all of claims that were or could have been asserted in the Derivative Actions. On June 3, 2025, the State Court issued an order setting a schedule for briefing and a hearing (the “Settlement Hearing”) in connection with the plaintiffs' request for the State Court’s approval of the Settlement Agreement, following a notice and review period for the Company’s stockholders. On July 10, 2025, the plaintiffs filed their motion requesting approval of the Settlement Agreement by the State Court. The deadline to file objections to the Settlement Agreement was July 24, 2025. As of the date of this filing, no

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objections to the Settlement Agreement had been filed. The Settlement Hearing will be held on August 14, 2025 at 9:30 a.m., via Zoom for Government.

By agreeing to settle the Derivative Actions, the defendants in no way concede or admit liability for any of the claims that were or could have been asserted in the Derivative Actions. The defendants expressly have denied and continue to deny each and all of the claims asserted in the Derivative Actions, and agreed to settle the Derivative Actions to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Derivative Actions.

Consolidated Paul Derivative Litigation

On January 27, 2021, the United States District Court for the District of Maryland (the "District Court") entered an order consolidating for all purposes four separate stockholder derivative cases that previously had been filed in the court. On February 2, 2023, the District Court issued an order appointing Balraj Paul and Anthony Viskovich as lead plaintiffs (“Derivative Lead Plaintiffs”), appointing counsel for the Derivative Lead Plaintiffs as lead counsel, and recaptioning the consolidated case as Paul et al. v. Plank et al. (the “Consolidated Paul Derivative Action”). Prior to filing their derivative complaints, both of the Derivative Lead Plaintiffs had sent the Company's Board of Directors a letter demanding that the Company pursue claims similar to the claims asserted in the derivative complaints. Following an investigation, a majority of disinterested and independent directors of the Company determined that the claims should not be pursued by the Company, and the Derivative Lead Plaintiffs were informed of that determination.

On March 16, 2023, the District Court issued an order granting a motion for voluntary dismissal without prejudice that had been filed by the plaintiff in one of the four derivative cases who had not been appointed as a lead plaintiff.

On April 24, 2023, the Derivative Lead Plaintiffs designated an operative complaint in the Consolidated Paul Derivative Action. The operative complaint named Mr. Plank, certain other current and former members of the Company's Board of Directors, and certain other current and former Company executives as defendants, and named the Company as a nominal defendant. It asserted allegations challenging (i) the Company's disclosures related to growth and consumer demand for certain of the Company's products; (ii) the Company's practice of shifting sales between quarterly periods supposedly to appear healthier and its purported failure to disclose that practice; (iii) the Company's internal controls with respect to revenue recognition and inventory management; and (iv) the Company's supposed failure to timely disclose investigations by the U.S. Securities and Exchange Commission and the U.S. Department of Justice. The operative complaint asserted breach of fiduciary duty and unjust enrichment claims against the defendants and asserted a contribution claim against certain defendants. The operative complaint sought damages on behalf of the Company and also sought certain corporate governance related actions.

The Company and the defendants filed a motion to dismiss the operative complaint on June 23, 2023. The District Court granted that motion on September 27, 2023, dismissing the Consolidated Paul Derivative Action without prejudice, due to lack of subject matter jurisdiction. Following that decision, Viskovich, one of the Derivative Lead Plaintiffs, filed the above-referenced Viskovich Action in State Court.

The other Derivative Lead Plaintiff, Paul, filed a motion in the District Court seeking reconsideration of the dismissal decision or leave to amend the operative complaint. On January 9, 2024, the District Court entered an order denying Paul's motion and ordering that the Consolidated Paul Derivative Action remained dismissed without prejudice.

In February 2024, Paul filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit (the "Fourth Circuit") from the decisions by the District Court on September 27, 2023 and January 9, 2024. Briefing on the appeal was completed as of July 22, 2024, and the appeal remains pending. On February 20, 2025, the parties jointly requested a stay of the appeal pending the outcome of the settlement approval proceedings in the State Court. The Fourth Circuit granted that request on April 10, 2025, and the appeal is currently stayed.

As described above, on May 7, 2025, the parties in the Derivative Actions entered into the Settlement Agreement, which memorializes the terms of a settlement resolving those cases. A summary of the Settlement Agreement and the next steps with respect to the proposed settlement is set forth above.

As noted above, by agreeing to settle the Derivative Actions, the defendants in no way concede or admit liability for any of the claims that were or could have been asserted in the Derivative Actions. The defendants expressly have denied and continue to deny each and all of the claims asserted in the Derivative Actions, and agreed to settle the Derivative Actions to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Derivative Actions.

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Contingencies

In accordance with ASC Topic 450 “Contingencies” (“Topic 450”), the Company establishes accruals for contingencies when (i) the Company believes it is probable that a loss will be incurred and (ii) the amount of the loss can be reasonably estimated. If the reasonable estimate is a range, the Company will accrue the best estimate in that range; where no best estimate can be determined, the Company will accrue the minimum. Legal proceedings and other contingencies for which no accrual has been established are disclosed to the extent required by ASC Topic 450.

In connection with the matters described above, the Consolidated Securities Action, and previously disclosed government investigations, the Company provided notice of claims under multiple director and officer liability insurance policy periods. While the Company’s director and officer insurance carriers from each policy period have funded a portion of the payment in connection with the previously disclosed settlement of the Consolidated Securities Action, the Company remains in litigation with certain of its insurance carriers regarding coverage with respect to one of these policy periods. On March 26, 2024, the District Court issued a decision and order that obligated these insurance carriers to provide coverage. On April 25, 2024, the insurance carriers filed a motion for entry of judgment or leave to appeal the March 26, 2024 decision. The Company opposed the insurance carriers’ motion, and briefing on the motion was completed on May 23, 2024. On December 19, 2024, the District Court granted the insurance carriers’ motion for entry of final judgment with respect to the District Court’s March 26, 2024 decision and stayed further proceedings in the District Court pending the Fourth Circuit’s resolution of the insurance carriers’ appeal with respect to the District Court’s March 26, 2024 decision. On January 16, 2025, the insurance carriers filed a notice of appeal. Briefing on the insurance carriers' appeal was completed as of July 25, 2025, and the appeal remains pending. Oral argument has been tentatively scheduled for the week of October 21, 2025. If the Fourth Circuit reverses the District Court’s decision, the Company may be required to repay the settlement amount funded by the insurance carriers, as well as any defense costs from the Consolidated Securities Action paid by these insurance carriers. The $90 million of insurance proceeds recognized as of June 30, 2025 remains subject to the litigation by the insurance carriers.

From time to time, the Company’s view regarding probability of loss with respect to outstanding legal proceedings will change, proceedings for which the Company is able to estimate a loss or range of loss will change, and the estimates themselves will change. In addition, while many matters presented in financial disclosures involve significant judgment and may be subject to significant uncertainties, estimates with respect to legal proceedings are subject to particular uncertainties. Other than as described above, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business.


NOTE 9. STOCKHOLDERS' EQUITY

The Company's Class A Common Stock and Class B Convertible Common Stock have an authorized number of 400.0 million shares and 34.45 million shares, respectively, and each have a par value of $0.0003 1/3 per share as of June 30, 2025. Holders of Class A Common Stock and Class B Convertible Common Stock have identical rights, including liquidation preferences, except that the holders of Class A Common Stock are entitled to one vote per share and holders of Class B Convertible Common Stock are entitled to 10 votes per share on all matters submitted to a stockholder vote. Class B Convertible Common Stock may only be held by Kevin Plank, the Company's founder, President and Chief Executive Officer, or a related party of Mr. Plank, as defined in the Company's charter. As a result, Mr. Plank has a majority voting control over the Company. Upon the transfer of shares of Class B Convertible Stock to a person other than Mr. Plank or a related party of Mr. Plank, the shares automatically convert into shares of Class A Common Stock on a one-for-one basis. In addition, all of the outstanding shares of Class B Convertible Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis upon the death or disability of Mr. Plank or on the record date for any stockholders' meeting upon which the shares of Class A Common Stock and Class B Convertible Common Stock beneficially owned by Mr. Plank is less than 15% of the total shares of Class A Common Stock and Class B Convertible Common Stock outstanding or upon the other events specified in the Class C Articles Supplementary to the Company's charter as documented below. Holders of the Company's common stock are entitled to receive dividends when and if authorized and declared out of assets legally available for the payment of dividends.

The Company's Class C Common Stock has an authorized number of 400.0 million shares and has a par value of $0.0003 1/3 per share as of June 30, 2025. The terms of the Class C Common Stock are substantially identical to those of the Company's Class A Common Stock, except that the Class C Common Stock has no voting rights (except in limited circumstances), will automatically convert into Class A Common Stock under certain circumstances and includes provisions intended to ensure equal treatment of Class C Common Stock and Class B

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Common Stock in certain corporate transactions, such as mergers, consolidations, statutory share exchanges, conversions or negotiated tender offers, and including consideration incidental to these transactions.

Share Repurchase Program

On May 15, 2024, the Company's Board of Directors authorized the Company to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of the Company's Class C Common Stock through May 31, 2027. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, the Company's financial condition, results of operations, liquidity and other factors.

No shares were repurchased under the share repurchase program during the three months ended June 30, 2025. During the three months ended June 30, 2024, the Company repurchased $40 million of Class C Common Stock and received a total of 5.9 million shares, which were immediately retired. As a result, $40.9 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.

As of the date of this Quarterly Report on Form 10-Q, the Company has repurchased a total of $90 million or 12.8 million outstanding shares of its Class C Common Stock, leaving approximately $410 million remaining under its current share repurchase program.


NOTE 10. REVENUES

The following tables summarize the Company's net revenues, disaggregated by product category and distribution channels:


	Three Months Ended June 30,
	2025		2024
Net revenues by product category:
Apparel	$	746,592	$	757,792
Footwear	265,855		310,389
Accessories	100,078		92,545
Net Sales	1,112,525		1,160,726
License revenues	24,362		21,671
Corporate Other	(2,819)		1,268
Total net revenues	$	1,134,068	$	1,183,665




Net revenues by distribution channel:
Wholesale	$	649,050	$	680,513
Direct-to-consumer	463,475		480,213
Net Sales	1,112,525		1,160,726
License revenues	24,362		21,671
Corporate Other	(2,819)		1,268
Total net revenues	$	1,134,068	$	1,183,665

The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. These reserves are included within customer refund liability and the value of the inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. The following table presents the customer refund liability, as well as the associated value of inventory for the periods indicated:


	As of June 30, 2025		March 31, 2025
Customer refund liability	$	140,511	$	146,021
Inventory associated with reserves for sales returns	$	31,105	$	33,609

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Contract Liabilities

Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional, before the transfer of a good or service to the customer, and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's contract liabilities primarily consist of (i) gift cards, which are included in accrued expenses on the Company's Condensed Consolidated Balance Sheets, and (ii) points associated with the loyalty programs and payments received in advance of revenue recognition for royalty arrangements, which are included in other current liabilities on the Company's Condensed Consolidated Balance Sheets.

The following table summarizes the change in the contract liabilities balance during the three months ended June 30, 2025, which primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.


	Total Contract Liabilities




Balance as of March 31, 2025	$	34,342
Revenues deferred	17,948
Revenues recognized (1)	(19,102)
Foreign exchange and other	457
Balance as of June 30, 2025	$	33,645

(1) Includes approximately $8.5 million of revenue from gift cards, including breakage, and subscription revenues that were previously included in contract liabilities as of March 31, 2025. Loyalty points are not separately identifiable and therefore revenues recognized from the redemption of loyalty points consists of both points that were included in the liability balance at the beginning of the period and those that were issued during the period.


NOTE 11. RESTRUCTURING AND RELATED CHARGES

During Fiscal 2025, the Company's Board of Directors approved a restructuring plan (the "2025 restructuring plan") designed to strengthen and support the Company's financial and operational efficiencies. The 2025 restructuring plan is expected to range between $140 million to $160 million of pre-tax restructuring and related charges, including (i) up to $90 million in cash-related charges, consisting of approximately $27 million in employee severance and benefits costs and $63 million related to various transformational initiatives; and (ii) up to $70 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $63 million in facility, software, and other asset-related charges and impairments. The 2025 restructuring plan is expected to be substantially complete by the end of Fiscal 2026.

Restructuring and related charges are included in the Company's Corporate Other non-operating segment. The following table summarizes the costs recorded during the periods indicated, as well as the current estimate of remaining charges expected to be incurred in connection with the 2025 restructuring plan:


	Three Months Ended June 30,				Estimated Charges Remaining to be Incurred(1)
	2025		2024
Costs recorded in restructuring charges:
Employee-related costs	$	4,649	$	10,345
Facility-related costs	6,311		8,038
Other restructuring costs	1,868		6,703
Total costs recorded in restructuring charges	$	12,828	$	25,086	$	30,203
Costs recorded in selling, general and administrative expenses:
Employee related costs	—		8,522
Other transformation initiatives	8,259		135
Total costs recorded in selling, general and administrative expenses	$	8,259	$	8,657	$	19,548
Total restructuring and related charges	$	21,087	$	33,743	$	49,751

(1) Estimated restructuring and related charges reflect the high-end of the range of the total estimated charges expected to be incurred by the Company in connection with the 2025 restructuring plan.

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Restructuring and related charges and recoveries require the Company to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. The restructuring reserve is recorded within current and long-term liabilities on the Condensed Consolidated Balance Sheets. On a quarterly basis, the Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate, as new or updated information becomes available.

A summary of the activity in the restructuring reserve related to the Company's 2025 restructuring plan for the three months ended June 30, 2025 is as follows:


	Employee Related Costs		Facility Related Costs		Other Restructuring Related Costs
Balance at March 31, 2025	$	3,935	$	712	$	10,698
Net additions (recoveries) charged to expense (1)	4,649		756		1,858
Cash payments	(1,589)		(1,078)		(816)
Foreign exchange and other	403		22		675
Balance as of June 30, 2025	$	7,398	$	412	$	12,415

(1) Amount excludes approximately $5.6 million of non-cash facility-related and other charges recorded during the three months ended June 30, 2025.


NOTE 12. STOCK-BASED COMPENSATION

The Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan as amended (the "2005 Plan") provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The 2005 Plan terminates in 2033. As of June 30, 2025, 8.4 million Class A shares and 20.4 million Class C shares are available for future grants of awards under the 2005 Plan.

Awards Granted to Employees and Non-Employee Directors

Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three months ended June 30, 2025 was $10.7 million (three months ended June 30, 2024: $14.4 million). As of June 30, 2025, the Company had $89.1 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.45 years. The unrecognized expense does not include any expense related to performance-based restricted stock unit awards for which the performance targets have been deemed improbable as of June 30, 2025. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards. A summary of each of these plans is as follows:

Employee Stock Compensation Plan

Stock options, restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a period of two to five years. The contractual term for stock options is generally 10 years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan.

Non-Employee Director Compensation Plan

The Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") provides for cash compensation and equity awards to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the value of their annual cash retainers as deferred stock units in accordance with the Under Armour, Inc. Non-Employee Deferred Stock Unit Plan (the "DSU Plan"). Each new non-employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $100 thousand on the grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual stockholders' meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $150 thousand on the grant date. Each award vests 100% on the date of the next annual stockholders' meeting following the grant date.

The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units under the DSU Plan. Under the DSU Plan each deferred stock unit represents the

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Company’s obligation to issue one share of the Company's Class A or Class C Common Stock with the shares delivered six months following the termination of the director's service. The Company had 1.1 million deferred stock units outstanding as of June 30, 2025.

Employee Stock Purchase Plan

The Company's Employee Stock Purchase Plans (the "ESPPs") allow for the purchase of Class A Common Stock and Class C Common Stock by all eligible employees at a 15% discount from fair market value subject to certain limits as defined in the ESPPs. As of June 30, 2025, the Company had 2.7 million Class A shares and 2.1 million Class C shares available for future purchases under the ESPPs. During the three months ended June 30, 2025, 0.1 million Class C shares were purchased under the ESPPs (three months ended June 30, 2024: 0.1 million).

Awards granted to Certain Marketing and Other Partners

In addition to the plans discussed above, the Company may also, from time to time, issue deferred stock units or restricted stock units to certain of our marketing and other partners in connection with their entering into endorsement or other service agreements with the Company. The terms of each agreement set forth the number of units to be granted and the delivery dates for the shares, which range over a multi-year period, depending on the contract. Total stock-based compensation expense related to these awards for the three months ended June 30, 2025 was $1.8 million (three months ended June 30, 2024: $1.9 million). As of June 30, 2025, the Company had $63.0 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 9.14 years.

Summary by Award Classification:

Stock Options

A summary of the Company's stock options activity for the three months ended June 30, 2025 is presented below:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Total Intrinsic Value
Outstanding at March 31, 2025	1,356	$	16.68	3.31	$	—
Granted, at fair market value	150	6.20		9.88
Exercised	—	—		—
Forfeited or expired	—	—		—
Outstanding at June 30, 2025	1,506	$	15.63	3.74	$	44
Exercisable at June 30, 2025	1,356	$	16.68	3.06	$	—

The Company uses the Black-Scholes option-pricing model to estimate the fair market value of stock option awards. The expected life of options is calculated using the "simplified method", which is equal to the time from grant to the midpoint between the vesting date and contractual term, taking into account all vesting tranches. The risk free interest rate is based on the yield for the U.S. Treasury bill with a maturity equal to the expected life of the stock option. Expected volatility is based on the Company's historical average.

A summary of the assumptions used to determine grant date fair value of the Company's options granted during the three months ended June 30, 2025 is presented below. No options were granted during the three months ended June 30, 2024.


	Three months ended June 30, 2025
Weighted-average fair value of options granted	$	3.40
Weighted-average assumptions used:
Expected volatility	51.7		%
Expected dividend yield	0.0		%
Expected life	6.25 years
Risk-free rate	4.18		%
Exercise price	$	6.20

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Restricted Stock and Restricted Stock Unit Awards

A summary of the Company's restricted stock and restricted stock unit awards activity for the three months ended June 30, 2025 is presented below:


	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Outstanding at March 31, 2025	22,976	$	7.58
Granted	8,478	5.79
Forfeited(1)	(965)	7.99
Vested	(3,849)	8.24
Outstanding at June 30, 2025	26,640	$	6.91

(1) Includes 0.5 million of performance-based restricted stock units awarded to certain executives and key employees under the 2005 Plan during Fiscal 2023, which have been fully forfeited due to the failure to meet the financial performance conditions.

The awards outstanding at June 30, 2025 in the table above includes the following performance-based restricted stock units that were awarded to certain executives and key employees under the 2005 Plan:

•2.0 million of performance-based restricted stock unit awards with market conditions that were awarded to the Company's President and CEO under the 2005 plan during the three months ended June 30, 2025. These awards have a weighted average fair value of $4.52 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model.

•2.0 million of performance-based restricted stock unit awards with market conditions that were awarded to the Company's President and CEO under the 2005 plan during Fiscal 2025. These awards have a weighted average fair value of $4.13 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model.

•0.6 million performance-based restricted stock units, granted during Fiscal 2025, with a weighted average fair value of $6.88. These awards have financial performance conditions with vesting that is tied to the achievement of certain annual revenue and operating income targets, which were achieved as of June 30, 2025.

•0.9 million performance-based restricted stock units, granted during Fiscal 2024, with a weighted average fair value of $6.93. These awards have financial performance conditions with vesting that is tied to the achievement of certain revenue and operating income targets. As of June 30, 2025, the Company continued to deem the achievement of the targets for these awards to be improbable and as such no stock-based compensation expense was recorded during the three months ended June 30, 2025.

The Company assesses the probability of the achievement of the revenue and operating income targets at the end of each reporting period and based on that assessment cumulative adjustments may be recorded in future periods.


NOTE 13. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting guidance outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures, and prioritizes the inputs used in measuring fair value as follows:

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Level 1:			Observable inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2:			Inputs, other than quoted prices in active markets included within level 1, that are directly or indirectly observable.

Level 3:			Unobservable inputs for which there is little or no market data and which require the reporting entity to develop its own assumptions.

Financial assets and liabilities measured at fair value on a recurring basis

The Company's financial assets (liabilities) measured at fair value on a recurring basis consisted of the following types of instruments as of the following periods:


	June 30, 2025						March 31, 2025
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative foreign currency contracts (see Note 14)	$	—	$	(63,482)	$	—	$	—	$	192	$	—
Deferred Compensation Plan obligations	$	—	$	(17,775)	$	—	$	—	$	(16,830)	$	—
TOLI policies held by the Rabbi Trust	$	—	$	9,610	$	—	$	—	$	8,726	$	—

Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contracts' settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate.

The Company offers the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") which allows a select group of management or highly compensated employees, as approved by the Human Capital and Compensation Committee of the Board of Directors, to make an annual base salary and/or bonus deferral for each year. The Deferred Compensation Plan obligations are included in other long-term liabilities on the Condensed Consolidated Balance Sheets.

The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. The assets held in the Rabbi Trust, which are trust owned life insurance ("TOLI") policies, are consolidated and are included in other long-term assets on the Condensed Consolidated Balance Sheets. The fair value of the TOLI policies are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Deferred Compensation Plan, which represent the underlying liabilities to participants. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.

Fair value of Long-Term Debt

The Company's long term debt is not remeasured to fair value since its carrying value approximates fair value based on the variable nature of interest rates and current market rates available to the Company. The estimated fair value of long-term debt is based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). As of June 30, 2025, the estimated fair value of the Company's long term debt was $998.1 million (March 31, 2025: $583.9 million).

Assets and liabilities measured at fair value on a non-recurring basis

Certain assets are not remeasured to fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

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NOTE 14. RISK MANAGEMENT AND DERIVATIVES

The Company is exposed to global market risks, including the effects of changes in foreign currency and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business and does not hold or issue derivatives for trading or speculative purposes.

The Company may elect to designate certain derivatives as hedging instruments in accordance with Accounting Standards Codification 815 "Derivatives and Hedging" ("ASC 815"). The Company formally documents all relationships between designated hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to forecasted cash flows and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.

The Company's foreign exchange risk management program consists of designated cash flow hedges and undesignated hedges. As of June 30, 2025, the Company has hedge instruments primarily for British Pound/U.S. Dollar, Euro/U.S. Dollar, U.S. Dollar/Chinese Renminbi, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, and U.S. Dollar/Japanese Yen currency pairs.

All derivatives are recognized on the Condensed Consolidated Balance Sheets at fair value and are classified based on the instrument's maturity date.

The following table presents the fair value of the Company's foreign currency contracts within the respective line items on the Condensed Consolidated Balance Sheets. Refer to Note 13 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements.


	June 30, 2025		March 31, 2025
Derivatives designated as hedging instruments
Prepaid expenses and other current assets	$	2,171	$	13,137
Other long-term assets	82		507
Total derivative assets designated as hedging instruments	$	2,253	$	13,644

Other current liabilities	$	43,765	$	6,359
Other long-term liabilities	21,207		5,581
Total derivative liabilities designated as hedging instruments	$	64,972	$	11,940

Derivatives not designated as hedging instruments
Other current assets	$	409	$	78
Total derivative assets not designated as hedging instruments	$	409	$	78

Other current liabilities	$	1,172	$	1,590
Total derivative liabilities not designated as hedging instruments	$	1,172	$	1,590

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items:


	Three Months Ended June 30,
	2025				2024
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Net revenues	$	1,134,068	$	(2,897)	$	1,183,665	$	75
Cost of goods sold	$	587,572	$	5,662	$	620,990	$	(3,161)
Interest income (expense), net	$	(4,051)	$	(9)	$	2,344	$	(9)
Other income (expense), net	$	(4,695)	$	—	$	(2,730)	$	—

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The following tables present the amounts affecting the Condensed Consolidated Statements of Comprehensive Income (Loss) from derivatives designated as cash flow hedges:


	Balance as of March 31, 2025		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of June 30, 2025
Foreign currency contracts	$	7,081	$	(62,882)	$	2,765	$	(58,566)
Interest rate swaps	(386)		—		(9)		(377)
Total designated as cash flow hedges	$	6,695	$	(62,882)	$	2,756	$	(58,943)


	Balance as of March 31, 2024		Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives		Amount of gain (loss) reclassified from other comprehensive income (loss) into income		Balance as of June 30, 2024
Foreign currency contracts	$	(10,645)	$	20,356	$	(3,086)	$	12,797
Interest rate swaps	(422)		—		(9)		(413)
Total designated as cash flow hedges	$	(11,067)	$	20,356	$	(3,095)	$	12,384

The following table presents the amounts in the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:


	Three Months Ended June 30,
	2025				2024
	Total		Amount of Gain (Loss) on Fair Value Hedge Activity		Total		Amount of Gain (Loss) on Fair Value Hedge Activity
Other income (expense), net	$	(4,695)	$	(3,331)	$	(2,730)	$	1,051

Cash Flow Hedges

The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of June 30, 2025, the aggregate notional value of the Company's outstanding cash flow hedges was $1,365.5 million (March 31, 2025: $1,113.6 million), with contract maturities ranging from one to twenty-four months.

The Company may enter into long-term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 7 of these Condensed Consolidated Financial Statements for a discussion of long-term debt.

For contracts designated as cash flow hedges, the changes in fair value are reported as other comprehensive income (loss) and are recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Effective hedge results are classified in the Condensed Consolidated Statements of Operations in the same manner as the underlying exposure.

Undesignated Derivative Instruments

The Company has entered into foreign exchange forward contracts to mitigate the change in fair value of specific assets and liabilities on the Condensed Consolidated Balance Sheets. Undesignated instruments are recorded at fair value as a derivative asset or liability on the Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in other expense, net, together with the re-measurement gain or loss

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from the hedged balance sheet position. As of June 30, 2025, the total notional value of the Company's outstanding undesignated derivative instruments was $514.5 million (March 31, 2025: $450.7 million).

Credit Risk

The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and is exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the derivative contracts. However, the Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal.


NOTE 15. PROVISION FOR INCOME TAXES

The Company computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to the Company's year-to-date earnings, except for significant and unusual or extraordinary transactions. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to earnings in the loss jurisdiction. Income tax provision for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

The effective rates for income taxes were 49.0% and (1.7)% for the three months ended June 30, 2025 and 2024, respectively. The increase in the Company's effective tax rate was primarily driven by year over year changes in actual and forecasted annual pre-tax earnings, partially offset by the impact of discrete items as a percentage of the pre-tax results in each period.

The United States enacted the budget reconciliation H.R. 1, referred to as One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025. The OBBBA includes a broad range of tax reform provisions, including modifications to U.S. taxation on foreign earnings, the restoration of bonus depreciation and research expensing and other U.S. corporate tax provisions. The Company is currently assessing the impact of the legislation.

Valuation Allowance

The Company evaluates on a quarterly basis whether the deferred tax assets are realizable which requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company's deferred tax assets, which increase income tax expense in the period when such a determination is made.

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2025, for the Company's U.S. federal interest expense carryforwards and the majority of the U.S. states and certain foreign taxing jurisdictions, the Company believes the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these deferred tax assets and has maintained valuation allowances against these assets. The Company is actively monitoring the global trade environment due to recent and potential changes in global trade policy. If incremental tariffs are incurred by the Company, it may negatively impact its ability to realize U.S. federal net deferred tax assets requiring the recording of a material valuation allowance. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.

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NOTE 16. EARNINGS PER SHARE

The following represents a reconciliation from basic net income (loss) per share to diluted net income (loss) per share:


	Three Months Ended June 30,
	2025		2024
Numerator

Net income (loss)	$	(2,612)	$	(305,426)
Denominator
Weighted average common shares outstanding Class A, B and C - Basic	427,116		435,693
Dilutive effect of Class A, B, and C securities (1)	—		—
Weighted average common shares and dilutive securities outstanding Class A, B, and C	427,116		435,693

Class A and Class C securities excluded as anti-dilutive (2)	16,983		17,980

Basic net income (loss) per share of Class A, B and C common stock	$	(0.01)	$	(0.70)
Diluted net income (loss) per share of Class A, B and C common stock	$	(0.01)	$	(0.70)

(1) Effects of potentially dilutive securities are presented only in periods in which they are dilutive. No stock options or restricted stock units were included in the computation of diluted earnings per share during periods when the Company was in a net loss position, as their effect would be anti-dilutive.

(2) Represents stock options and restricted stock units of Class A and Class C Common Stock outstanding that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.


NOTE 17. SEGMENT DATA

The Company's operating segments are based on how the President and Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance.

The CODM receives discrete financial information for the Company's principal business by geographic region based on the Company's strategy of being a global brand. These geographic regions include North America, EMEA, Asia-Pacific and Latin America. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel, footwear and accessories.

The CODM uses operating income (loss) as the measure of profit or loss when making decisions about the allocation of resources to each operating segment during the annual budget and forecasting process, taking into consideration performance against management expectations and performance against other operating segment results. Segment assets and expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM.

The Company excludes certain corporate items from its segment profitability measures. The Company reports these items within Corporate Other, which is designed to provide increased transparency and comparability of the Company's operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global information technology, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; and (iii) certain foreign currency hedge gains and losses.

The following tables summarize the Company's net revenues, significant expenses and operating income (loss) by its geographic segments, including a reconciliation to income before taxes. Intercompany balances are eliminated in consolidation and are not reviewed when evaluating segment performance.

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	Three months ended June 30, 2025
	North America		EMEA		Asia-Pacific		Latin America		Total Reportable Segments		Corporate Other		Total
Net revenues	$	670,319	$	248,607	$	163,386	$	54,575	$	1,136,887	$	(2,819)	$	1,134,068
Less:
Marketing and advertising costs	47,758		19,238		19,756		1,354		88,106		22,652		110,758
Other segment expenses(1)(2)	501,124		189,726		128,927		46,615		866,392		153,595		1,019,987
Total operating income (loss)	$	121,437	$	39,643	$	14,703	$	6,606	$	182,389	$	(179,066)	$	3,323
Interest income (expense), net													(4,051)
Other income (expense), net													(4,695)
Income (loss) before income taxes													$	(5,423)


	Three months ended June 30, 2024
	North America		EMEA		Asia-Pacific		Latin America		Total Reportable Segments		Corporate Other		Total
Net revenues	$	709,260	$	226,892	$	181,836	$	64,409	$	1,182,397	$	1,268	$	1,183,665
Less:
Marketing and advertising costs	40,174		35,104		24,457		1,549		101,284		20,051		121,335
Other segment expenses(1)(3)	521,197		171,332		147,444		47,689		887,662		474,396		1,362,058
Total operating income (loss)	$	147,889	$	20,456	$	9,935	$	15,171	$	193,451	$	(493,179)	$	(299,728)
Interest income (expense), net													2,344
Other income (expense), net													(2,730)
Income (loss) before income taxes													$	(300,114)

(1) Other segment expenses include cost of goods sold, as well as selling, general and administrative costs including compensation-related expenses, facility-related expenses, selling and distribution expenses, consulting expenses, depreciation and amortization, bad debt, and other miscellaneous expenses.

(2) Other segment expenses for the Corporate other non-operating segment for the three months ended June 30, 2025, includes $21.1 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11).

(3) Other segment expenses for the Corporate other non-operating segment for the three months ended June 30, 2024, includes $33.7 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11) and $274 million of net litigation expense related to the settlement of the Company's Consolidated Securities Action litigation (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025).

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for Fiscal 2025, filed with the Securities Exchange Commission ("SEC") on May 22, 2025, under the captions "Business" and "Risk Factors".

This Quarterly Report on Form 10-Q, including this MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the U.S. Securities Act of 1933, as amended ("the Securities Act"), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. See "Forward Looking Statements."

Unless otherwise noted: (i) all dollar and percentage comparisons made herein refer to the three months ended June 30, 2025 compared to the three months ended June 30, 2024; and (ii) all tabular data is presented in thousands, except share and per share data.

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FORWARD LOOKING STATEMENTS

Some of the statements contained in this Quarterly Report on Form 10-Q, including this MD&A, constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our share repurchase program, our future financial condition or results of operations, our prospects and strategies for future growth, potential restructuring efforts, including the scope of these restructuring efforts and the amount of potential charges and costs, the timing of these measures and the anticipated benefits of our restructuring plans, expectations regarding promotional activities, freight, product cost pressures and foreign currency impacts, the impact of global economic conditions including changes in global trade policy and inflation on our results of operations, our liquidity and use of capital resources, the development and introduction of new products, the implementation of our marketing and branding strategies, the future benefits and opportunities from significant investments and the impact of litigation or other proceedings. In many cases, you can identify forward-looking statements by terms such as "may," "will," "could," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "outlook," "potential" or the negative of these terms or other comparable terminology.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to, those factors described in "Risk Factors" and MD&A herein and in our Annual Report on Form 10-K for Fiscal 2025. These factors include without limitation:

•changes in general economic or market conditions, including increasing inflation and potential impacts of changes and uncertainties related to government fiscal, monetary, tax and trade policies, that could affect overall consumer spending or our industry;

•the impact of global events beyond our control, including military conflicts and the effects of changes in the global trade environment, such as the imposition of new tariffs and countermeasures thereto, on our profitability;

•increased competition causing us to lose market share or reduce the prices of our products or to increase our marketing efforts significantly;

•fluctuations in the costs of raw materials and commodities we use in our products and our supply chain (including labor);

•our ability to successfully execute our long-term strategies;

•our ability to effectively drive operational efficiency in our business;

•changes to the financial health of our customers;

•our ability to effectively develop and launch new, innovative and updated products;

•our ability to accurately forecast consumer shopping and engagement preferences and consumer demand for our products and manage our inventory in response to changing demands;

•our ability to successfully execute any restructuring plans and realize their expected benefits;

•loss of key customers, suppliers or manufacturers;

•our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries;

•our ability to manage the increasingly complex operations of our global business;

•our ability to effectively market and maintain a positive brand image;

•our ability to successfully manage or realize expected results from significant transactions and investments;

•our ability to attract key talent and retain the services of our senior management and other key employees;

•our ability to effectively meet regulatory requirements and stakeholder expectations regarding sustainability and social matters;

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•the availability, integration and effective operation of information systems and other technology, as well as any potential interruption of such systems or technology;

•any disruptions, delays or deficiencies in the design, implementation or application of our global operating and financial reporting information technology system;

•our ability to access capital and financing required to manage our business on terms acceptable to us;

•our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results;

•risks related to foreign currency exchange rate fluctuations;

•our ability to comply with existing trade and other regulations;

•risks related to data security or privacy breaches;

•the impact of global or regional public health emergencies on our industry and our business, financial condition and results of operations, including impacts on the global supply chain;

•our ability to remediate the material weakness discussed elsewhere in this Quarterly Report on Form 10-Q; and

•our potential exposure to and the financial impact of litigation and other proceedings, including those legal proceedings discussed elsewhere in this Quarterly Report on Form 10-Q.

The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our views and assumptions only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.


OVERVIEW

We are a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. Our brand's moisture-wicking fabrications are engineered in various designs and styles for wear in nearly every climate to provide a performance alternative to traditional products. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe and by consumers with active lifestyles.

We remain focused on driving premium brand-right growth and delivering improved profitability. We plan to continue to grow our business over the long term through increased sales of our apparel, footwear and accessories; growth in our direct-to-consumer sales channel; and expansion of our wholesale distribution. Achieving these long-term growth objectives depends, in part, on our ability to successfully execute strategic initiatives across key areas of the business, including within our North America region. In support of these long-term growth objectives, our digital strategy is designed to enhance consumer engagement and strengthen brand connectivity through multiple digital touchpoints.

Quarterly Results

During the three months ended June 30, 2025, challenging market conditions persisted, particularly in North America and Asia-Pacific, driven by lower consumer demand across both our wholesale and direct-to-consumer channels.

Financial highlights for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 include:

•Total net revenues decreased 4.2%.

•Within our distribution channels, wholesale revenue decreased 4.6% and direct-to-consumer revenue decreased 3.5%.

•Within our product categories, apparel revenue decreased 1.5%, footwear revenue decreased 14.3%, and accessories revenue increased 8.1%.

•Net revenue decreased 5.5% in North America, increased 9.6% in EMEA, decreased 10.1% in Asia-Pacific and decreased 15.3% in Latin America.

•Gross margin increased 70 basis points to 48.2%.

•Selling, general and administrative expenses decreased 36.7%.

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2025 Restructuring Plan

During Fiscal 2025, our Board of Directors approved the 2025 restructuring plan, designed to strengthen and support our financial and operational efficiencies. The 2025 restructuring plan is expected to range between $140 million to $160 million of pre-tax restructuring and related charges, including (i) up to $90 million in cash-related charges, consisting of approximately $27 million in employee severance and benefits costs and $63 million related to various transformational initiatives; and (ii) up to $70 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $63 million in facility, software, and other asset-related charges and impairments. The 2025 restructuring plan is expected to be substantially complete by the end of Fiscal 2026.

Restructuring and related charges are included in our Corporate Other non-operating segment. The following table summarizes the costs recorded during the periods indicated, as well as the current estimate of remaining charges expected to be incurred in connection with the 2025 restructuring plan:


	Three Months Ended June 30,				Estimated Charges Remaining to be Incurred(1)
	2025		2024
Costs recorded in restructuring charges:
Employee-related costs	$	4,649	$	10,345
Facility-related costs	6,311		8,038
Other restructuring costs	1,868		6,703
Total costs recorded in restructuring charges	$	12,828	$	25,086	$	30,203
Costs recorded in selling, general and administrative expenses:
Employee related costs	—		8,522
Other transformation initiatives	8,259		135
Total costs recorded in selling, general and administrative expenses	$	8,259	$	8,657	$	19,548
Total restructuring and related charges	$	21,087	$	33,743	$	49,751

(1) Estimated restructuring and related charges reflect the high-end of the range of the total estimated charges expected to be incurred in connection with the 2025 restructuring plan.

Restructuring charges and recoveries require us to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate, as new or updated information becomes available.

Macroeconomic Factors and Other Global Events

We are actively monitoring the evolving global trade environment, including recent changes in global trade policy, as well as indirect effects on consumer discretionary spending. We continue to assess the implications for our business and are actively implementing mitigation strategies. However, based on information that is currently available, these changes will have a material impact on our Fiscal 2026 results of operations, including revenue, gross profit and operating income. We currently anticipate a negative impact of approximately $100 million to our cost of goods sold in Fiscal 2026 attributable to incremental tariff rates, which is expected to impact gross profit by approximately 200 basis points.

Other macroeconomic factors, such as inflationary pressures and fluctuations in foreign currency exchange rates, have and may continue to impact our business. We continue to monitor these factors and the potential impacts they may have on our financial results, including product input costs, freight costs and consumer discretionary spending and therefore consumer demand for our products. We also continue to monitor the broader impacts of conflicts around the world on the economy, including their effect on inflationary pressures and the price of oil globally.

See "Risk Factors—Economic and Industry Risks—Our business depends on consumer purchases of discretionary items, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability, results of operations and financial condition"; "—Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could

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negatively affect our operating results"; "—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; and "—Financial Risks—Our financial results could be adversely impacted by currency exchange rate fluctuations" included in Item 1A of our Annual Report on Form 10-K for Fiscal 2025.


RESULTS OF OPERATIONS

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:


	Three Months Ended June 30,
	2025				2024
Net revenues	$	1,134,068	100.0	%	$	1,183,665	100.0	%
Cost of goods sold	587,572		51.8	%	620,990		52.5	%
Gross profit	546,496		48.2	%	562,675		47.5	%
Selling, general and administrative expenses	530,345		46.8	%	837,317		70.7	%
Restructuring charges	12,828		1.1	%	25,086		2.1	%
Income (loss) from operations	3,323		0.3	%	(299,728)		(25.3)	%
Interest income (expense), net	(4,051)		(0.4)	%	2,344		0.2	%
Other income (expense), net	(4,695)		(0.4)	%	(2,730)		(0.2)	%
Income (loss) before income taxes	(5,423)		(0.5)	%	(300,114)		(25.4)	%
Income tax expense (benefit)	(2,658)		(0.2)	%	5,149		0.4	%
Income (loss) from equity method investments	153		—	%	(163)		—	%
Net income (loss)	$	(2,612)	(0.2)	%	$	(305,426)	(25.8)	%

Revenues

Net revenues consist of net sales and license revenues. Net sales consist of sales from apparel, footwear and accessories products. Our license revenues primarily consist of fees paid to us by licensees in exchange for the use of our trademarks on their products. The following tables summarize net revenues by product category and distribution channel for the periods indicated:


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Net Revenues by Product Category:
Apparel	$	746,592	$	757,792	$	(11,200)	(1.5)	%
Footwear	265,855		310,389		(44,534)		(14.3)	%
Accessories	100,078		92,545		7,533		8.1	%
Net Sales	1,112,525		1,160,726		(48,201)		(4.2)	%
License revenues	24,362		21,671		2,691		12.4	%
Corporate Other (1)	(2,819)		1,268		(4,087)		(322.3)	%
Total net revenues	$	1,134,068	$	1,183,665	$	(49,597)	(4.2)	%




Net Revenues by Distribution Channel:
Wholesale	$	649,050	$	680,513	$	(31,463)	(4.6)	%
Direct-to-consumer	463,475		480,213		(16,738)		(3.5)	%
Net Sales	1,112,525		1,160,726		(48,201)		(4.2)	%
License revenues	24,362		21,671		2,691		12.4	%
Corporate Other (1)	(2,819)		1,268		(4,087)		(322.3)	%
Total net revenues	$	1,134,068	$	1,183,665	$	(49,597)	(4.2)	%

(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program.

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Net Sales

Net sales decreased by $48.2 million, or 4.2%, to $1.1 billion during the three months ended June 30, 2025, from $1.2 billion during the three months ended June 30, 2024. Apparel decreased primarily due to lower average selling prices and unfavorable channel mix, partially offset by higher units sold. Footwear decreased primarily due to lower unit sales, lower average selling prices and unfavorable channel mix. Accessories increased primarily due to higher unit sales, partially offset by unfavorable channel mix. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.

License Revenues

License revenues increased by $2.7 million or 12.4%, to $24.4 million during three months ended June 30, 2025, from $21.7 million during three months ended June 30, 2024. This was primarily due to higher revenues from our licensing partners in North America and from our international licensing partners.

Gross Profit

Cost of goods sold consists primarily of product costs, inbound freight and duty costs, outbound freight costs, handling costs to make products floor-ready to customer specifications, royalty payments to endorsers based on a predetermined percentage of sales of selected products and write downs for inventory obsolescence. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. No cost of goods sold is associated with our license revenues.

We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $19.5 million for the three months ended June 30, 2025 (three months ended June 30, 2024: $17.5 million).

Gross profit decreased by $16.2 million to $546.5 million during three months ended June 30, 2025, as compared to $562.7 million during three months ended June 30, 2024. Gross profit as a percentage of net revenues, or gross margin, increased to 48.2% from 47.5%. This increase in gross margin of approximately 70 basis points was primarily driven by favorable impacts of 55 basis points from changes in foreign exchange, 30 basis points from product mix and 30 basis points from pricing benefits. These benefits were partially offset by unfavorable impacts of 30 basis points from channel mix and 15 basis points from supply chain.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consist of costs related to marketing and advertising, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: "marketing and advertising" and "other." The other category is the sum of our selling, product innovation and supply chain, and corporate services categories. The marketing and advertising category consists primarily of sports and brand marketing, media, and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciation expense specific to our in-store fixture programs. Our marketing and advertising costs are an important driver of our growth.


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Selling, General and Administrative Expenses	$	530,345	$	837,317	$	(306,972)	(36.7)	%

Selling, general and administrative expenses decreased by $307.0 million, or 36.7%, during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Within selling, general and administrative expenses:

•Marketing and advertising costs decreased $10.6 million or 8.7%, due to a reduction in marketing activities during the period. As a percentage of net revenues, marketing and advertising costs decreased to 9.8% from 10.3%.

•Other costs decreased $296.4 million or 41.4%, primarily due to lower litigation reserve expense. Other costs in the prior year included litigation reserve expense relating to the settlement of the Company's

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Consolidated Securities Action litigation in Fiscal 2025 (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025). As a percentage of net revenues, other costs decreased to 37.0% from 60.5%.

As a percentage of net revenues, selling, general and administrative expenses decreased to 46.8% during the three months ended June 30, 2025 as compared to 70.7% during the three months ended June 30, 2024.

Restructuring Charges

Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, various transformational initiatives and facility, software and other asset-related charges and impairments. See Note 11 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Restructuring charges	$	12,828	$	25,086	$	(12,258)	(48.9)	%

Restructuring charges decreased by $12.3 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 due to lower employee-related charges and lower facility-related impairment charges.

Interest Income (Expense), net

Interest income (expense), net is primarily comprised of interest income earned on our cash and cash equivalents, offset by interest expense incurred on our debt facilities. See Note 7 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Interest income (expense), net	$	(4,051)	$	2,344	$	(6,395)	(272.8)	%

Interest expense, net increased by $6.4 million to $4.1 million during the three months ended June 30, 2025 compared to interest income, net of $2.3 million during the three months ended June 30, 2024, primarily due to a decrease in interest income resulting from lower interest rates on lower cash balances. Additionally, interest expense increased slightly as a result of the issuance of the Senior Notes due 2030 in June 2025.

Other Income (Expense), net

Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes rent expense and associated sublease income relating to lease assets held solely for sublet purposes.


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Other income (expense), net	$	(4,695)	$	(2,730)	$	(1,965)	(72.0)	%

Other expense, net increased by $2.0 million to $4.7 million during the three months ended June 30, 2025 compared to $2.7 million during the three months ended June 30, 2024. This was primarily due to net losses from foreign currency hedges.

Income Tax Expense (Benefit)


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
Income tax expense (benefit)	$	(2,658)	$	5,149	$	(7,807)	(151.6)	%

Income tax expense decreased by $7.8 million to a tax benefit of $2.7 million during the three months ended June 30, 2025 from income tax expense of $5.1 million during the three months ended June 30, 2024. For three months ended June 30, 2025, our effective tax rate was 49.0% compared to (1.7)% for the three months

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ended June 30, 2024. The increase in our effective tax rate was primarily driven by year over year changes in actual and forecasted annual pre-tax earnings, partially offset by the impact of discrete items as a percentage of the pre-tax results in each period.


SEGMENT RESULTS OF OPERATIONS

Our operating segments are based on how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance. Our segments are defined by geographic regions, including North America, EMEA, Asia-Pacific and Latin America.

We exclude certain corporate items from our segment profitability measures. We report these items within Corporate Other, which is designed to provide increased transparency and comparability of our operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global information technology, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; and (iii) certain foreign currency hedge gains and losses.

The net revenues and operating income (loss) associated with our segments are summarized in the following tables.

Net Revenues


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
North America	$	670,319	$	709,260	$	(38,941)	(5.5)	%
EMEA	248,607		226,892		21,715		9.6	%
Asia-Pacific	163,386		181,836		(18,450)		(10.1)	%
Latin America	54,575		64,409		(9,834)		(15.3)	%
Corporate Other (1)	(2,819)		1,268		(4,087)		(322.3)	%
Total net revenues	$	1,134,068	$	1,183,665	$	(49,597)	(4.2)	%

The decrease in total net revenues for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was driven by the following:

•Net revenues in our North America region decreased by $38.9 million, or 5.5%. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in both e-commerce and owned and operated retail stores.

•Net revenues in our EMEA region increased by $21.7 million, or 9.6%. This was driven by an increase in both our wholesale and direct-to-consumer channels. Within our direct-to-consumer channel, net revenues increased in owned and operated retail stores, partially offset by a decrease in e-commerce. Net revenues in our EMEA region were also positively impacted by changes in foreign exchange rates.

•Net revenues in our Asia-Pacific region decreased by $18.5 million, or 10.1%. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in e-commerce partially offset by an increase in owned and operated retail stores.

•Net revenues in our Latin America region decreased by $9.8 million, or 15.3%. This was primarily driven by negative impacts of changes in foreign exchange rates. By channel, the decrease was in both our wholesale channel and our direct-to-consumer channel. Within our direct-to-consumer channel, net revenues decreased in both owned and operated retail stores and e-commerce.

•Net revenues in our Corporate Other non-operating segment decreased by $4.1 million. This was primarily driven by foreign currency hedge losses related to revenues generated by entities within our operating segments.

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Operating Income (Loss)


	Three Months Ended June 30,
	2025		2024		Change ($)		Change (%)
North America	$	121,437	$	147,889	$	(26,452)	(17.9)	%
EMEA	39,643		20,456		19,187		93.8	%
Asia-Pacific	14,703		9,935		4,768		48.0	%
Latin America	6,606		15,171		(8,565)		(56.5)	%
Corporate Other (1)	(179,066)		(493,179)		314,113		63.7	%
Total operating income (loss)	$	3,323	$	(299,728)	$	303,051	101.1	%

The increase in total operating income for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, was primarily driven by the following:

•Operating income in our North America region decreased by $26.5 million, or 17.9%. This was primarily due to a decrease in gross profit, higher marketing and advertising costs and higher selling and distribution expenses. These were partially offset by lower facility-related expenses. The decrease in gross profit was primarily driven by lower net revenues as discussed above, partially offset by lower product input and freight costs.

•Operating income in our EMEA region increased by $19.2 million, or 93.8%. This was primarily due to lower marketing and advertising costs, lower facility-related expenses and an increase in gross profit. These were partially offset by higher salaries expense and higher selling and distribution costs. The increase in gross profit was driven by higher net revenues, as discussed above, partially offset by higher product input costs.

•Operating income in our Asia-Pacific region increased by $4.8 million, or 48.0%. This was primarily due to lower marketing and advertising costs, lower selling and distribution expenses and an increase in gross profit. The increase in gross profit was primarily driven by lower product costs, partially offset by lower net revenues as discussed above.

•Operating income in our Latin America region decreased by $8.6 million, or 56.5%. This was primarily due to a decrease in gross profit, partially offset by lower selling and distribution expenses. The decrease in gross profit was primarily driven by lower net revenues as discussed above.

•Operating loss in our Corporate Other non-operating segment decreased by $314.1 million, or 63.7%. This was primarily driven by higher net litigation expense in the prior year related to the settlement of the Company's Consolidated Securities Action litigation (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025).


LIQUIDITY AND CAPITAL RESOURCES

Our cash requirements have principally been for working capital and capital expenditures. We fund our working capital, primarily inventory, and capital investments from cash flows from operating activities, cash and cash equivalents on hand, and borrowings available under our credit and long-term debt facilities. Our working capital requirements generally reflect the seasonality in our business as we historically recognize the majority of our net revenues in the last two quarters of the calendar year. Our capital investments have generally included expanding our in-store fixture and branded concept shop program, improvements and expansion of our distribution and corporate facilities, including construction of our new global headquarters, leasehold improvements to our Brand and Factory House stores, and investment and improvements in information technology systems. Our inventory strategy is focused on continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and processes in place to improve our inventory management. These systems and processes are designed to improve our forecasting and supply planning capabilities. In addition, we strive to enhance our inventory performance by focusing on adding discipline around product purchasing, reducing production lead time and improving planning and execution for selling excess inventory through our Factory House stores and other liquidation channels.

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As of June 30, 2025, we had approximately $911 million of cash and cash equivalents. As described below, on June 23, 2025, we issued $400 million in aggregate principal amount of Senior Notes due 2030 (as defined below) and, during the second quarter of Fiscal 2026, we intend to use the net proceeds from this offering, together with borrowings under our amended credit agreement and cash on hand to redeem, repurchase or otherwise retire the Senior Notes due 2026 (as defined below) in full or deposit with the trustee all amounts necessary to satisfy and discharge our obligations under the Senior Notes due 2026 through maturity. We believe our cash and cash equivalents on hand, cash from operations, our ability to reduce our expenditures as needed, borrowings available to us under our amended credit agreement, our ability to access the capital markets, and other financing alternatives are adequate to meet our liquidity needs and capital expenditure requirements for at least the next twelve months. In addition, from time to time, based on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors and subject to compliance with applicable laws and regulations, we may seek to utilize cash on hand, borrowings or raise capital to retire, repurchase or redeem our debt securities, repay debt, repurchase shares of our common stock or otherwise enter into similar transactions to support our capital structure and business or utilize excess cash flow on a strategic basis. For example, as further described below, in May 2024, our Board of Directors authorized a share repurchase program pursuant to which we are authorized to repurchase a total of $500 million of our Class C Common Stock through May 2027. As of June 30, 2025, we have repurchased a total of $90 million Class C Common Stock through accelerated share repurchase transactions under this program.

If there are unexpected material impacts to our business in future periods from significant global events, such as an economic recession or changes in global trade policy, that have a significant adverse effect on our profitability, including increased costs to create and sell our products, we may consider additional alternatives to preserve our liquidity. These alternatives may include further reducing our expenditures, changing our investment strategies, reducing compensation costs, and limiting certain marketing and capital expenditures. In addition, we may seek alternative sources of liquidity, including but not limited to, accessing capital markets, sale-leaseback transactions or other sales of assets or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, a prolonged or more severe economic recession, inflationary pressure, or a slow recovery could adversely affect our business and liquidity and could require us to take certain of the liquidity preserving actions described above.

Refer to our "Risk Factors" section included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2025.

Share Repurchase Program

On May 15, 2024, our Board of Directors authorized us to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of our Class C Common Stock through May 31, 2027. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, our financial condition, results of operations, liquidity and other factors.

No shares were repurchased under the share repurchase program during the three months ended June 30, 2025 (three months ended June 30, 2024: 5.9 million shares of Class C Common Stock repurchased and immediately retired).

As of the date of this Quarterly Report on Form 10-Q, we repurchased a total of $90 million or 12.8 million outstanding shares of Class C Common Stock, leaving approximately $410 million remaining under our current share repurchase program.

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Cash Flows

The following table presents the major components of our cash flows provided by and used in operating, investing and financing activities for the periods presented:


	Three Months Ended June 30,
	2025		2024		Change ($)
Net cash provided by (used in):
Operating activities	$	48,852	$	152,975	$	(104,123)
Investing activities	(35,362)		4,319		(39,681)
Financing activities	387,303		(128,220)		515,523
Effect of exchange rate changes on cash and cash equivalents	9,314		(2,830)		12,144
Net increase (decrease) in cash and cash equivalents	$	410,107	$	26,244	$	383,863

Operating Activities

Cash flows provided by operating activities decreased by $104.1 million, as compared to the three months ended June 30, 2024, primarily driven by a decrease from changes in working capital of $366.4 million, offset by an increase in net income before the impact of non-cash items of $262.2 million.

The changes in working capital were due to the following outflows:

•$371.6 million from changes in accrued expenses and other liabilities;

•$33.9 million from changes in inventories;

•$20.1 million from changes in accounts receivable; and

•$4.0 million from changes in other non-current assets.

These outflows were partially offset by the following working capital inflows:

•$22.8 million from changes in prepaid expenses and other current assets;

•$23.3 million from changes in income taxes payable and receivable, net;

•$13.4 million from changes in accounts payable; and

•$3.8 million from changes in customer refund liabilities.

Investing Activities

Cash flows used in investing activities increased by $39.7 million, as compared to the three months ended June 30, 2024. During the three months ended June 30, 2024, we collected a $50 million earn-out in connection with the sale of the MyFitnessPal platform. Additionally, total capital expenditures during the three months ended June 30, 2025 were $35.4 million, or approximately 3% of net revenues, representing a $10.3 million decrease from $45.7 million during the three months ended June 30, 2024. Our long-term operating principle for capital expenditures is to spend between 2% and 4% of annual net revenues as we invest in our global direct-to-consumer, e-commerce and digital businesses, information technology systems, distribution centers and our global offices.

Financing Activities

Cash flows provided by financing activities increased by $515.5 million, as compared to the three months ended June 30, 2024, primarily due to the issuance of $400 million of Senior Notes due 2030 (as defined below) on June 23, 2025. Additionally, during the three months ended June 30, 2024, we repaid the $80.9 million aggregate principal amount of the 1.50% Convertible Senior Notes due 2024 using cash on hand and paid $40.0 million to repurchase shares of our Class C Common Stock through accelerated share repurchase transactions.

Capital Resources

Credit Facility

On March 8, 2019, we entered into an amended and restated credit agreement by and among us, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (the "credit agreement"). In June 2025, we entered into the seventh amendment to the credit agreement (the credit agreement as amended, the "amended credit agreement" or the "revolving credit facility"). The amended credit

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agreement provides for an aggregate $1.1 billion of revolving credit commitments that has a term that ends on June 16, 2030, with permitted extensions under certain circumstances and subject to a springing maturity of 91 days prior to June 16, 2030 if, on such date, the Senior Notes due 2030 (as defined below) have not been refinanced. As of June 30, 2025 and March 31, 2025, there were no amounts outstanding under the revolving credit facility.

At our request and a lender's consent, commitments under the amended credit agreement may be increased by up to an amount equal to (x) the greater of (i) $400.0 million and (ii) 100% of consolidated EBITDA plus (y) an unlimited amount so long as, after giving effect to the relevant increase, the secured leverage ratio (calculated as set forth in the amended credit agreement) does not exceed 2.5 to 1.00 in aggregate, subject to certain conditions as set forth in the amended credit agreement. Incremental borrowings are uncommitted and the availability thereof will depend on market conditions at the time we seek to incur such borrowings.

Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of June 30, 2025, $45.6 million of letters of credit were outstanding (March 31, 2025: $45.7 million).

Our obligations under the amended credit agreement are guaranteed by certain domestic significant subsidiaries of Under Armour, Inc., subject to customary exceptions (the "subsidiary guarantors") and primarily secured by a first-priority security interest in substantially all of the assets of Under Armour, Inc. and the subsidiary guarantors, excluding real property, capital stock in and debt of subsidiaries of Under Armour, Inc. holding certain real property and other customary exceptions. The amended credit agreement provides for the permanent fall away of guarantees and collateral upon our achievement of investment grade rating from two rating agencies.

The amended credit agreement contains negative covenants that, subject to significant exceptions, limit our ability to, among other things: incur additional secured and unsecured indebtedness; pledge the assets as security; make investments, loans, advances, guarantees and acquisitions (including investments in and loans to non-guarantor subsidiaries); undergo fundamental changes; sell assets outside the ordinary course of business; enter into transactions with affiliates; and make restricted payments.

We are also required to maintain a ratio of consolidated EBITDA, to consolidated interest expense of not less than 3.50 to 1.0 (the "interest coverage covenant") and we are not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.25 to 1.0, or, at our election during a fiscal quarter in which a permitted acquisition with a cash purchase price exceeding $100,000,000 is consummated, 3.75 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. In July 2025, we entered into the eighth amendment to the credit agreement to exclude from the definition of indebtedness any indebtedness that has been defeased, satisfied and discharged and/or redeemed and to adjust the amount of interest expense included in the interest coverage covenant to exclude interest accruing on defeased debt. As of June 30, 2025, we were in compliance with the applicable covenants.

Borrowings under the amended credit agreement bear interest at a rate per annum equal to, at our option, either (a) an alternate base rate (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euro or Japanese Yen) or (c) a "risk free" rate (for borrowings in U.S. dollars or Pounds Sterling), plus in each case an applicable margin. The applicable margin for loans will be adjusted by reference to a grid (the "pricing grid") based on the leverage ratio of consolidated total indebtedness to consolidated EBITDA and ranges between 1.00% to 1.75% (or, in the case of alternate base loans 0.00% to 0.75%). We will also pay a commitment fee determined in accordance with the pricing grid on the average daily unused amount of the revolving credit facility and certain fees with respect to letters of credit. As of June 30, 2025, the commitment fee was 17.5 basis points.

7.25% Senior Notes

On June 23, 2025, we issued $400.0 million in aggregate principal amount of 7.25% senior unsecured notes due July 15, 2030 (the "Senior Notes due 2030"). The Senior Notes due 2030 are guaranteed on a senior unsecured basis by our subsidiary guarantors that provide guarantees under the amended credit agreement. The Senior Notes due 2030 bear interest at a fixed rate of 7.25% per annum, payable semi-annually in arrears on January 15 and July 15 beginning on January 15, 2026. We may redeem some or all of the Senior Notes due 2030 at any time, or from time to time, at the redemption prices described in the indenture governing the Senior Notes due 2030.

The indenture governing the Senior Notes due 2030 contains negative covenants that limit us and certain of our subsidiaries' ability to engage in certain transactions and are subject to material exceptions described in the indenture governing the Senior Notes due 2030. We intend to use the net proceeds from the Senior Notes due

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2030, together with borrowings under our amended credit agreement and cash on hand to redeem, repurchase or otherwise retire the Senior Notes due 2026 (as defined below) in full or deposit with the trustee all amounts necessary to satisfy and discharge our obligations under the Senior Notes due 2026 (as defined below) through maturity, in each case during the second quarter of Fiscal 2026.

3.25% Senior Notes

In June 2016, we issued $600.0 million in aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes bear interest at a fixed rate of 3.25% per annum, payable semi-annually on June 15 and December 15 beginning on December 15, 2016. As discussed above, we intend to redeem, repurchase or otherwise retire the Senior Notes due 2026 in full or deposit with the trustee all amounts necessary to satisfy and discharge our obligations under the Senior Notes due 2026 through maturity, in each case during the second quarter of Fiscal 2026.

The indenture governing the Senior Notes due 2026 contains covenants, including limitations that restrict our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness and enter into sale and leaseback transactions and our ability to consolidate, merge or transfer all or substantially all of our properties or assets to another person, in each case subject to material exceptions described in the indenture.


CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities. Our estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Actual results could be significantly different from these estimates.

Refer to Note 2 of our Consolidated Financial Statements, included in Part II, Item 8 of our Annual Report on Form 10-K for Fiscal 2025, for a summary of our significant accounting policies and our assessment of recently issued accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to our market risk since March 31, 2025. For a discussion of our exposure to market risk, refer to Part II, Item 7A of our Annual Report on Form 10-K for Fiscal 2025.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due to the material weakness in our internal control over financial reporting described below.

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Material Weakness in Internal Control Over Financial Reporting

As previously reported in the Company's Annual Report on Form 10-K for Fiscal 2025, we identified a material weakness in our internal control over financial reporting, as we did not design and maintain effective controls over the review and execution of certain balance sheet account reconciliations. Although this material weakness did not result in a material misstatement of our consolidated financial statements, it resulted in immaterial errors in our consolidated interim and annual financial statements for Fiscal 2025, Fiscal 2024, Fiscal 2023, the Transition Period and Fiscal 2021. Additionally, until we remediate this material weakness, it could result in material misstatements to our interim or annual consolidated financial statements that would not be prevented or detected on a timely basis.

Remediation Efforts and Status of Remaining Material Weakness

During the quarter ended June 30, 2025, with the oversight of the Audit Committee of the Board of Directors, management has been executing on and remains committed to implementing measures designed to ensure that the control deficiencies contributing to the ongoing material weakness are remediated, such that these controls are designed, implemented and operate effectively. The following activities are ongoing to remediate the remaining material weakness:

•We have prepared a remediation plan for the material weakness and are training process owners, and developing and implementing a new account reconciliation policy and approval process;

•We are designing and implementing new controls, enhancing the design of existing controls, evaluating process adoption and monitoring results; and

•We have engaged third party consultants to advise management in connection with the remediation of the material weakness.

While our remediation efforts are expected to continue throughout Fiscal 2026, additional remediation initiatives may be necessary, and we cannot provide assurance as to when our remediation activities will be complete. The material weakness will not be considered remediated until we complete the design and implementation of the applicable controls, and they operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control Over Financial Reporting

As described above, we are taking step to remediate the material weakness in our internal control over financial reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have been involved in litigation and other proceedings, including matters related to commercial disputes and intellectual property, as well as trade, regulatory and other claims related to our business. See Note 8 to our Condensed Consolidated Financial Statements for information on certain legal proceedings, which is incorporated by reference herein.

ITEM 1A. RISK FACTORS

Our results of operations and financial condition could be adversely affected by numerous risks. In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2025. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also negatively impact our business, financial condition, results of operations and future prospects.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth repurchases of our Class C Common Stock during the three months ended June 30, 2025 under the three-year $500 million share repurchase program authorized by our Board of Directors in May 2024.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Approximately Dollar Value of Shares that May Yet be Purchased Under the Program (in millions)
04/01/2025 to 04/30/2025	—	$	—	—	$	410.0
05/01/2025 to 05/31/2025	—	$	—	—	$	410.0
06/01/2025 to 06/30/2025	—	$	—	—	$	410.0

ITEM 5. OTHER INFORMATION

(c)

During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS


Exhibit No.						Exhibit Description
4.1						Indenture, dated June 13, 2016, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on June 13, 2016).
4.2						Second Supplemental Indenture, dated June 23, 2025, among the Company, each of the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed on June 23, 2025).
4.3						Form of 7.250% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on June 23, 2025).
10.1						Amendment No. 7, dated June 16, 2025, to the Amended and Restated Credit Agreement, dated March 8, 2019, by and among Under Armour, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 16, 2025).
10.2						Amendment No. 8, dated July 30, 2025, to the Amended and Restated Credit Agreement, dated March 8, 2019, by and among Under Armour, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto.
31.01						Section 302 Chief Executive Officer Certification.
31.02						Section 302 Chief Financial Officer Certification.
32.01						Section 906 Chief Executive Officer Certification.
32.02						Section 906 Chief Financial Officer Certification.
101.INS						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
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			UNDER ARMOUR, INC.

			By:			/s/ DAVID E. BERGMAN
						David E. Bergman
						Chief Financial Officer

Date: August 8, 2025

Under Armour, Inc. 10-Q