UAA · Under Armour, Inc. · Debt

On June 23, 2025, Under Armour, Inc. (“Under Armour” or the “Company”) closed its previously announced private offering (the “Offering”) of $400 million in aggregate principal amount of 7.250% Senior Notes due 2030 (the “Notes”), pursuant to an indenture, dated June 13, 2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented with respect to the Notes by a second supplemental indenture, dated June 23, 2025 (the “Second Supplemental Indenture;” the Base Indenture, as supplemented by the Second Supplemental Indenture, the “Indenture”), among the Company, each of the guarantors party thereto and the Trustee. The Notes are the senior unsecured obligations of Under Armour and are guaranteed on a senior unsecured basis by Under Armour’s subsidiaries that provide guarantees under its amended revolving credit agreement. The Notes and the related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any jurisdiction.

Issuer evidence: On June 23, 2025, Under Armour, Inc. (“Under Armour” or the “Company”) closed its previously announced private offering (the “Offering”) of $400 million in aggregate principal amount of 7.250% Senior Notes due 2030 (the “Notes”), pursuant to an indenture, dated June 13, 2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented with respect to the Notes by a second supplemental indenture, dated June 23, 2025 (the “Second Supplemental Indenture;” the Base Indenture, as supplemented by the Second Supplemental Indenture, the “Indenture”), among the Company, each of the guarantors party thereto and the Trustee. The Notes are the senior unsecured obligations of Under Armour and are guaranteed on a senior unsecured basis by Under Armour’s subsidiaries that provide guarantees under its amended revolving credit agreement. The Notes and the related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any jurisdiction.

Supporting evidence: Under Armour intends to use the net proceeds from the Offering, together with borrowings under its amended revolving credit agreement, cash on hand or a combination thereof to redeem, repurchase or otherwise retire the $600 million in aggregate principal amount of its outstanding 3.25% Senior Notes due 2026 (the “2026 Notes”) in full or deposit with the trustee all amounts necessary to satisfy and discharge Under Armour’s obligations under the 2026 Notes through maturity, in each case within 60 days of the closing date of this Offering. Pursuant to the Indenture, the Notes will mature on July 15, 2030, and will accrue interest at a rate of 7.250% per year. Interest on the Notes will be payable semiannually in arrears on January 15 and July 15, beginning on January 15, 2026.

Supporting evidence: On June 23, 2025, Under Armour, Inc. (“Under Armour” or the “Company”) closed its previously announced private offering (the “Offering”) of $400 million in aggregate principal amount of 7.250% Senior Notes due 2030 (the “Notes”), pursuant to an indenture, dated June 13, 2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented with respect to the Notes by a second supplemental indenture, dated June 23, 2025 (the “Second Supplemental Indenture;” the Base Indenture, as supplemented by the Second Supplemental Indenture, the “Indenture”), among the Company, each of the guarantors party thereto and the Trustee. The Notes are the senior unsecured obligations of Under Armour and are guaranteed on a senior unsecured basis by Under Armour’s subsidiaries that provide guarantees under its amended revolving credit agreement. The Notes and the related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any jurisdiction.