UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~November 3, 2025

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland

001-33202

52-1990078

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Performance Drive, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

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

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

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


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

________________________________________________

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


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

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


Emerging growth company			☐


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

Item 5 2.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~The~~On ~~Annual~~November ~~Meeting~~6, of2025, ~~Stockholders~~Under ~~(the~~Armour, Inc. (“~~Annual~~Under ~~Meeting~~Armour”), ofor the “Company”) ~~was~~issued ~~held~~a onpress release announcing its financial results for the quarter ended September 330, 2025. At A ~~the~~copy ~~Annual~~of ~~Meeting,~~Under ~~the~~Armour’s ~~stockholders~~press ~~voted~~release onis ~~four~~attached ~~proposals~~hereto as Exhibit 99.1 and ~~cast~~is ~~their~~incorporated ~~votes~~herein asby ~~described below~~reference. ~~The~~ Under ~~record~~Armour ~~date~~has scheduled a conference call for ~~this~~8:30 ~~meeting~~a.m. ~~was~~ET ~~June~~on November 6, 2025 to discuss its financial results.

~~Proposal~~Item 15.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~individuals~~November ~~listed~~6, ~~below~~2025, ~~were~~Under ~~elected~~Armour atannounced ~~the~~that ~~Annual~~Reza ~~Meeting~~Taleghani towill ~~serve~~be onjoining the Company’s ~~Board~~as ofExecutive ~~Directors~~Vice ~~until~~President, Chief Financial Officer and principal financial officer in February 2026. The Company further announced that David Bergman, the ~~next~~Company’s ~~Annual~~current ~~Meeting~~Chief ofFinancial ~~Stockholders~~Officer and ~~until~~principal ~~their~~financial ~~respective~~officer, ~~successors~~is ~~are~~expected ~~elected~~to ~~and~~step ~~qualified~~down from his role upon Mr. ~~The~~ ~~voting~~Taleghani ~~results~~joining ~~were~~the Company, but will remain as ~~follows:~~a senior advisor into the first quarter of the Company’s fiscal year 2027 to support a smooth transition.

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

Mr. Taleghani, age 53, joins Under Armour from Samsonite Group S.A., where he served as Executive Vice President, Chief Financial Officer and Treasurer since November 2018. Prior to joining Samsonite Group S.A., Mr. Taleghani served as President and Chief Financial Officer of Brightstar Corp., a provider of device lifecycle management solutions, where he was responsible for global financial operations as well as managing the financial services and device protection lines of business from 2015 to 2018. Prior to joining Brightstar Corp., Mr. Taleghani worked at J.P. Morgan, where he held various leadership roles in investment banking, commercial banking and asset management from 2009 to 2015. Mr. Taleghani also served as President and Chief Executive Officer of Sterling Airlines A/S in 2008.

~~Proposal~~Mr. Taleghani will receive an annual base salary of $825,000, as well as a signing bonus of $250,000 payable within thirty days of him joining the Company. Mr. Taleghani will be eligible to participate in the Company’s fiscal year 2026 annual cash incentive plan for executive officers, with a target award level equal to 75% of his annual base salary. In consideration of his forfeited cash incentive opportunity in connection with his departure from his prior employer, Mr. Taleghani’s fiscal year 2026 annual cash incentive award will be guaranteed to pay out at 100% of his full-year target award. Upon joining the Company, Mr. Taleghani is expected to receive (i) a fiscal year 2026 annual equity award in the form of time-based non-qualified stock options for the Company’s Class C common stock with a grant date value of $2,500,000, (ii) a one-time special equity award of time-based non-qualified stock options for the Company’s Class C common stock with a grant date value of $1,500,000 and (iii) a one-time special restricted cash award with a grant date value of $1,500,000, each of which will vest in three equal annual installments beginning on the first anniversary of the grant date. Mr. Taleghani will also be eligible to participate in the previously disclosed Under Armour, Inc. Executive Severance Program, as well as the Company’s standard relocation benefits for senior executives and other benefit plans consistent with other executives of a similar level.

~~The~~There ~~stockholders~~are ~~approved~~no arrangements or understandings between Mr. Taleghani and any other person pursuant to which he was appointed as Chief Financial Officer and designated as principal financial officer. Mr. Taleghani does not have any family relationship with any director or other executive officer of the Company’s, or any person nominated or chosen by the Company to become a director or executive ~~compensation~~officer, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) ~~non~~of Regulation S-~~binding~~K ~~advisory~~currently ~~vote. The~~contemplated ~~voting~~or ~~results~~since ~~were~~the asbeginning ~~follows:~~of the last fiscal year.

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

Item 8.01. Other Events.

~~Proposal~~A 3copy of the Company’s press release related to the announcement described in Item 5.02, dated November 6, 2025, is furnished as Exhibit 99.2 to this Form 8-K.

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

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

Proposal 4

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

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

No other matters were submitted for stockholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit
99.1						Under Armour, Inc. press release announcing financial results for the quarter ended September 30, 2025.
99.2						Under Armour, Inc. press release dated November 6, 2025.
101						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

UNDER ARMOUR, INC.

Date: September 8, 2025

By:

/s/ MEHRI SHADMAN

Date: November 6, 2025

By:

/s/ Mehri Shadman

Mehri Shadman

Executive Vice President, Chief Legal Officer and Corporate Secretary

Executive Vice President, Chief Legal Officer & Corporate Secretary

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