Under Armour : 2024 Proxy Statement

UNDER ARMOUR, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 4, 2024

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday, September 4, 2024 at 12:00 p.m., Eastern Time, online at www.virtualshareholdermeeting.com/UAA2024to consider and vote on the following matters:

1. To elect nine directors nominated by the Board of Directors to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;
2. To approve, on an advisory basis, our executive compensation;
3. To approve the amendment and restatement of our Class C Employee Stock Purchase Plan (the "Amended Class C ESPP") to increase the number of shares of Class C Common Stock authorized for issuance, among other changes; and
4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending March 31, 2025.

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

Our Board of Directors recommends that you vote "FOR" the election of the nine nominees to the Board of Directors listed in the accompanying proxy statement, "FOR" the approval of our executive compensation, "FOR" the approval of our Amended Class C ESPP and "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Only holders of record of Class A Common Stock or Class B Common Stock as of the close of business on June 7, 2024 are entitled to notice of, or to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of Class C Common Stock have no voting power as to any items of business that may properly be brought before the Annual Meeting.

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

If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. If you are a holder of Class C Common Stock, you may attend the Annual Meeting without a 16-digit control number by following the instructions in your Notice of Internet Availability of Proxy Materials or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at

12:00 p.m., Eastern Time. Online check-in will begin at 11:45 a.m., Eastern Time, and you should allow ample time for the online check-in procedures.

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

By Order of the Board of Directors

Mehri Shadman

Chief Legal Officer and Corporate Secretary

Baltimore, Maryland

June 27, 2024

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Table of Contents
General Information	1
Security Ownership of Management and Certain Beneficial Owners of Shares	5
PROPOSAL 1 - ELECTION OF DIRECTORS	9
Overview of Director Nominees	9
Nominees for Election at the Annual Meeting	11
Corporate Governance and Related Matters	17
Corporate Governance Highlights	17
Board Leadership Structure	17
Independence of Directors	18
Board Meetings and Committees	18
Stockholders Meeting Attendance	21
Identifying and Evaluating Director Candidates	21
Role of Board in Risk Oversight	22
Availability of Corporate Governance Information	24
Stock Ownership Guidelines	24
Communication with Directors	24
Indemnification of Directors in Derivative Actions	25
Compensation of Directors	26
Executive Compensation - Compensation Discussion and Analysis	29
Executive Summary	29
Executive Compensation Features	31
Objectives and Elements of our Compensation Program	31
Compensation Decision-Making Process	32
Components of Our Fiscal Year 2024 Compensation Program	34
Other Compensation Practices	39
Human Capital and Compensation Committee Report	43
Executive Compensation Tables	44
Fiscal Year 2024 Summary Compensation Table	44
Grants of Plan-Based Awards for Fiscal Year 2024	46
Employment Agreements	47
Outstanding Equity Awards at 2024 Fiscal Year-End	48
Option Exercises and Stock Vested in Fiscal Year 2024	49
Nonqualified Deferred Compensation for Fiscal Year 2024	49
Retirement Plans	50
Potential Payments Upon Termination of Employment or Change in Control	50
CEO Pay Ratio	56
Pay Versus Performance	58
PROPOSAL 2 - ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION	62
Equity Compensation Plan Information	63
Transactions with Related Persons	64
PROPOSAL 3 - APPROVAL OF AMENDMENT AND RESTATEMENT OF OUR CLASS C	65
EMPLOYEE STOCK PURCHASE PLAN
Independent Auditors	69
Audit Committee Report	71

PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED	72
PUBLIC ACCOUNTING FIRM
Stockholder Proposals	73
Appendix A - Class C Employee Stock Purchase Plan (Showing Changes from Current Plan) . . .	A-1
Appendix B - Reconciliation of Non-GAAP Financial Measures	B-1

UNDER ARMOUR, INC. PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, September 4, 2024

GENERAL INFORMATION

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Under Armour, Inc. for use at the Annual Meeting of Stockholders and any adjournment or postponement thereof. The Annual Meeting is to be held on Wednesday, September 4, 2024, at 12:00 p.m., Eastern Time, online at www.virtualshareholdermeeting.com/UAA2024. We expect to first send or give stockholders this Proxy Statement, together with our Fiscal Year 2024 Annual Report to Stockholders, on June 28, 2024.

Our principal offices are located at 1020 Hull Street, Baltimore, Maryland 21230. In this Proxy Statement, we refer to Under Armour, Inc. as "Under Armour," "we," "us," "our" and "company." Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Internet Availability of Proxy Materials

Pursuant to rules of the Securities and Exchange Commission (the "SEC"), we are making our proxy materials available to our stockholders electronically over the Internet rather than mailing the proxy materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to holders of our Class A Common Stock and Class B Common Stock. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Fiscal Year 2024 Annual Report to Stockholders, on the website referred to in the notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

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

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on September 4, 2024

Our Proxy Statement and Fiscal Year 2024 Annual Report to Stockholders are available at

https://about.underarmour.com/en/investors/press-releases--events---presentations/annual-

stockholder-meeting.html

Who May Vote

Only holders of record of our Class A Common Stock, which we refer to as Class A Stock, and holders of record of our Class B Convertible Common Stock, which we refer to as Class B Stock, at the close of business on June 7, 2024, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 188,802,043 shares of Class A Stock and 34,450,000 shares of Class B Stock were issued and outstanding. Each share of Class A Stock entitles the holder to cast one vote on each matter to be considered at the Annual Meeting and each share of Class B Stock entitles the holder to cast ten votes on each matter to be considered at the Annual Meeting. Holders of Class A Stock and holders of Class B Stock will vote together as a single class on all matters.

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Stockholders are not allowed to cumulate their votes in the election of the directors. Holders of our Class C Common Stock, which we refer to as Class C Stock, have no voting power as to any items of business that will be voted on at the Annual Meeting.

What Constitutes a Quorum

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

Vote Required

The election of each director requires a plurality of the votes cast at the Annual Meeting. The approval of our executive compensation, the approval of the amendment and restatement of our Class C Employee Stock Purchase Plan, which we refer to as the Amended Class C ESPP, and the ratification of the appointment of our independent registered public accounting firm each requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

Voting Process

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

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

How to Vote

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

Internet

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

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Telephone

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

Mail

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

In Person (Virtually)

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

Participation in the Annual Meeting

All stockholders are cordially invited to attend the Annual Meeting, which will be conducted online only via a live webcast. We believe a virtual Annual Meeting enables increased stockholder participation from locations around the world, and maintains a lower cost to our stockholders and our company, as compared to an in-person meeting. You can access the virtual annual meeting at the meeting time at www.virtualshareholdermeeting.com/UAA2024. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

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

The Annual Meeting will begin promptly at 12:00 p.m., Eastern Time. Online check-in will begin at 11:45 a.m., Eastern Time, and you should allow ample time for the online check-in procedures. If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. If you are a holder of Class C Stock, you may attend the Annual Meeting without a

16-digit control number by accessing the meeting as a guest. If any difficulties are encountered while accessing the virtual meeting, contact the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available beginning at the check-in time and will remain available until the meeting has ended.

Revocation

If you are the record holder of your shares, you may revoke or cancel a previously granted proxy at any time before the Annual Meeting by delivering to the Secretary of Under Armour at 1020 Hull Street, Baltimore, Maryland 21230, a written notice of revocation or a duly executed proxy bearing a

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later date, or by attending the Annual Meeting and voting in person electronically. Any stockholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the shares or by obtaining a legal proxy from the bank or brokerage firm and voting in person electronically at the Annual Meeting. Your attendance at the meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Abstentions and Broker Non-Votes

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

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

The election of directors, the advisory approval of our executive compensation and the amendment and restatement of our Class C ESPP are not considered "routine matters." Thus, if you do not vote your shares with respect to any of these matters, your bank or broker may not vote the shares, and your shares will be left unvoted on the matter.

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

Householding

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

Solicitation of Proxies

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

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES

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

• each current director and nominee for director;
• our named executive officers included in the Fiscal Year 2024 Summary Compensation Table;
• all of our directors and executive officers as a group; and
• each person, or group of affiliated persons, known to us to beneficially own more than 5% of any class of our outstanding shares of Class A Stock.

Except as otherwise set forth in the footnotes below, the address of each beneficial owner is c/o Under Armour, Inc., 1020 Hull Street, Baltimore, Maryland 21230, and, to our knowledge, each person has sole voting and investment power over the shares shown as beneficially owned. Unless otherwise noted, the information is stated as of June 7, 2024, the Record Date for the Annual Meeting. No shares in this table held by our directors or executive officers are pledged as security. The table below does not include restricted stock unit, or RSU, awards with shares issuable more than 60 days from June 7, 2024, stock options exercisable more than 60 days from June 7, 2024, or any RSUs or stock options with performance based vesting conditions that have not yet been satisfied. With respect to our 5% stockholders, the table below does not present their ownership of our Class C Stock due to its non-voting status.

			Class A and Class B Stock		Class C Stock
			Beneficially		Percentage of		Beneficially		Percentage of		Percentage
			Owned		Shares of Class		Owned		Shares of Class		of Voting
Beneficial Owner			Shares(1)		Outstanding(2)		Shares(1)		Outstanding		Power(3)
Kevin A. Plank (4)(5)	. . 34,742,229	15.6%	18,216,462	8.6%	64.6%
Douglas E. Coltharp (6)(7) . . . .	. . 98,914	*	99,279	*	*
Jerri L. DeVard (6)	. . 1,200	*	0	*	*
Mohamed A. El-Erian (6)	. . 11,650	*	3,675	*	*
Carolyn N. Everson (6)	. . 0			0	*	*
David W. Gibbs (6)(8)	. . 0	*	50,000	*	*
Karen W. Katz (6)(9)	. . 2,000	*	2,014	*	*
Eric T. Olson (6)	. . 0	*	0	*	*
Patrick W. Whitesell (6)	. . 0	*	0	*	*
David Bergman (10)	. . 26,835	*	282,560	*	*
Jim Dausch (11)	. . 0	*	0	*	*
Stephanie C. Linnartz (12) . . . .	. . 90	*	0	*	*
David Baxter (13)	. . 0	*	80,845	*	*
Lisa Collier (14)	. . 0	*	0	*	*
Tchernavia Rocker (15)	. . 0	*	110,356	*	*
All Executive Officers and
Directors as a Group (6)(16)	. . 34,884,398	15.6%	18,795,469	8.9%	64.7%
5% Stockholders
The Vanguard Group (17) . . . .	. . 18,073,523	8.1%					3.4%
BlackRock, Inc. (18)	. . 16,683,083	7.5%					3.1%
State Street Corporation (19) . .	. . 10,000,775	4.5%					1.9%

• Less than 1% of the shares.

1. Includes any stock options exercisable within 60 days of June 7, 2024 or shares issuable within 60 days of June 7, 2024 upon the vesting of RSUs.

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1. The percentage of outstanding figures take into account the 34,450,000 shares of outstanding Class B Stock held, directly or indirectly, by Mr. Plank. These shares of Class B Stock may be converted under certain circumstances, including at the option of Mr. Plank, into shares of Class A Stock. If the shares of Class B Stock are not counted, the percentage of outstanding Class A Stock owned is as follows: Mr. Plank, less than one percent; all executive officers and directors as a group, less than one percent; BlackRock, Inc., 8.8%; The Vanguard Group, 9.6%; and State Street Corporation 5.3%.
2. Each share of Class A Stock has one vote, and each share of Class B Stock has ten votes. The percentage of voting power reflects the combined effects of both Class A Stock and Class B Stock. Our Class C Stock is non-voting.
3. Includes 181,608 shares of Class A Stock beneficially owned by Mr. Plank, and 110,621 stock options for Class A Stock that are currently exercisable. Mr. Plank's shares of Class A Stock are held by a limited liability company controlled by Mr. Plank and he holds sole voting and investment power over these shares. In addition, Mr. Plank beneficially owns 34,450,000 shares of Class B Stock indirectly, of which 29,510,624 shares of Class B Stock are held by two limited liability companies controlled by Mr. Plank and he has sole voting and investment power over these shares. With respect to the remaining 4,939,376 of these shares of Class B Stock, 1,803,400 shares are held by two limited liability companies of which Mr. Plank is a member. Mr. Plank's wife has been appointed as the manager of these two limited liability companies, and has voting control and investment power over the shares held by these companies. The remaining 3,135,976 shares of Class B Stock are held by an irrevocable trust, of which Mr. Plank is the grantor and has the ability to replace the trustee. Thomas J. Sippel, a former director of the company, has been appointed trustee of the trust and has voting control over the shares held by the trust and shares investment power with Mr. Plank. Because the 34,450,000 shares of Class B Stock beneficially owned by Mr. Plank, which are all the shares of Class B Stock outstanding, are convertible into shares of Class A Stock on a one-for-one basis under certain circumstances, including at the option of Mr. Plank, he is also deemed to be the beneficial owner of 34,450,000 shares of Class A Stock into which the Class B Stock may be converted.
4. Includes 1,467,533 stock options for Class C Stock that are currently exercisable. In addition, Mr. Plank beneficially owns an additional 16,748,929 shares of Class C Stock, and as detailed in Note (4) above, Mr. Plank's wife has investment power over 1,765,845 of these shares, and Mr. Plank shares investment power with the trustee of the trust described in Note (4) over 3,107,880 of these shares. Does not include RSUs for 412,824 shares of Class C Stock.
5. Does not include deferred stock units, or DSUs, for shares of either Class A Stock or Class C Stock, or RSUs for shares of Class C Stock held by non-management directors. The RSUs will be converted into DSUs for Class C Stock on a one-for-one basis upon vesting. The DSUs will be settled in shares of our Class A Stock or Class C Stock, as applicable, on a one-for-one basis six months after the director leaves the Board, or sooner upon death or disability. As of the Record Date, the non-management directors held the following amounts of DSUs and RSUs:

		Class A	Class C	Class C
Name		DSUs		DSUs		RSUs
Douglas E. Coltharp	54,820	199,853	21,614
Jerri L. DeVard	0	96,719	21,614
Mohamed A. El-Erian	0	111,841	21,614
Carolyn N. Everson	0	24,652	27,582
David W. Gibbs	0	62,557	23,260
Karen W. Katz	5,121	131,537	21,614
Eric T. Olson	13,758	115,991	21,614
Patrick W. Whitesell	0	23,113	27,582

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