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): November 13, 2025

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland	001-33202	52-1990078
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>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.	☐
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Item 2.05. Costs Associated With Exit or Disposal Activities.

On November 13, 2025, Under Armour, Inc. (the “Company,” “Under Armour” or “UA”) announced an update to its previously disclosed fiscal year 2025 restructuring plan aimed at strengthening and supporting its financial and operational efficiencies. Previously, the Company expected to incur up to $160 million of pre-tax restructuring and related charges in connection with its fiscal year 2025 restructuring plan. After further review, the Company's Board of Directors approved a $95 million increase to the restructuring plan, which will include the separation of the Curry Brand as discussed below, as well as additional contract terminations, asset impairments, and employee severance and benefits costs. This will result in a restructuring plan of up to $255 million of pre-tax restructuring and related charges to be incurred during fiscal years 2025 and 2026, including:

•Up to $107 million in cash charges, including approximately $34 million in employee severance and benefits costs and $73 million related to various transformational initiatives; and

•Up to $148 million in non-cash charges, including approximately $7 million in employee severance and benefits costs, and $141 million in contract terminations, facility, software, and other asset-related charges and impairments.

As of September 30, 2025, the Company has recognized approximately $147 million of restructuring and related charges ($82 million in cash and $65 million in non-cash). The fiscal year 2025 restructuring plan is expected to be substantially complete by the end of fiscal year 2026.

Item 7.01. Regulation FD Disclosure.

On November 13, 2025, the Company and Stephen Curry announced plans to separate Curry Brand from Under Armour. A copy of the press release announcing the separation is attached hereto as Exhibit 99.1.

In addition, on November 13, 2025, the Company issued a press release announcing an update to its fiscal year 2025 restructuring plan and an update to its fiscal year 2026 outlook concerning specific financial measures. A copy of the press release is attached hereto as Exhibit 99.2.

Forward-Looking Statements

Some of the statements contained in this Current Report on Form 8-K constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, 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, future financial condition or results of operations, growth prospects and strategies, potential restructuring efforts (including the scope, anticipated charges and costs, the timing of these measures, and the anticipated benefits of our restructuring initiatives), expectations related to promotional activities, freight, product cost pressures, foreign currency effects, the impact of global economic conditions including changes in trade policy and inflation on our results of operations, liquidity and use of capital resources, the development and introduction of new products, the execution of marketing strategies, benefits from significant investments, and impacts from 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 in this Current Report on Form 8-K reflect our current views about future events. They 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 the expectations reflected in the forward-looking statements are reasonable, they are inherently uncertain. We cannot guarantee future events, results, actions, activity levels, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Several important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to: changes in general economic or market conditions (such as rising inflation and potential impacts of changes and uncertainties related to government fiscal, monetary, tax and trade policies) that could influence 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 that may cause us to lose market share, lower product prices or significantly increase marketing efforts; fluctuations in the costs of raw materials and commodities we use in our products and supply chain (including labor); our ability to successfully execute our long-term strategies; our ability to effectively drive operational efficiency in our business; changes in the financial health of our customers; our ability to effectively develop and launch new, innovative, and updated products; our ability to accurately forecast consumer preferences and demand for our products and to effectively manage our inventory; our ability to successfully execute any restructuring plans and achieve expected benefits; loss of key customers, suppliers, or manufacturers; our ability to further expand our business globally and 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 achieve expected outcomes 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 with respect to sustainability and social matters; 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; and our potential exposure to and the financial impact of litigation and other proceedings. The forward-looking statements herein reflect our views and assumptions only as of the date of this Current Report on Form 8-K. 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 unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
99.1	Under Armour, Inc. press release dated November 13, 2025.
99.2	Under Armour, Inc. press release dated November 13, 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: November 14, 2025	By:	/s/ David E. Bergman
		David E. Bergman
		Chief Financial Officer

Document

Exhibit 99.1

Under Armour and Stephen Curry Agree to Curry Brand Separation

Under Armour to Focus on Core Brand Comeback

BALTIMORE, Nov. 13, 2025 – Under Armour, Inc. (NYSE: UAA, UA) and Stephen Curry today announced plans to separate Curry Brand from Under Armour, ending a partnership that has redefined performance product and athlete-led storytelling for more than a decade. Under Armour, with a disciplined focus on its namesake brand, will develop new UA Basketball products and continue to support athletes and programs across every level of the game.

Under the separation, Curry will become independent of Under Armour. UA will release the Curry 13 – the final Curry Brand x Under Armour shoe – in February 2026 as planned, with additional colorways and apparel collections available through October 2026.

“It’s been an incredible privilege to work with Stephen, who as President of Curry Brand has been much more than an ambassador – he’s become a thoughtful and strategic business leader,” said Kevin Plank, Founder and CEO of Under Armour. “Together with our teammates, he helped build something rare: a brand with credibility, community impact, and product that performs at the highest level. For Under Armour, this moment is about discipline and focus on the core UA brand during a critical stage of our turnaround. And for Stephen, it’s the right moment to let what we created evolve on his terms. We’ll always be grateful for what he’s brought to the UA team.”

Launched in 2020 as an extension of Stephen Curry’s longtime partnership with Under Armour, Curry Brand has combined performance innovation with community investments – especially in youth sports and underfunded basketball programs – while serving as a global platform for both parties’ on and off-court values. Through this partnership, Under Armour expanded its Project Rampart youth sports and education initiative to Oakland, and it will continue to support those efforts.

“Under Armour believed in me early in my career and gave me the space to build something much bigger and more impactful than a shoe. I’ll always be grateful for that.” said Stephen Curry. “Curry Brand was created to change the game for good and over the past 5 years, we successfully changed the game for kids, for communities, and for basketball. What Curry Brand stands for, what I stand for and my commitment to that mission will never change, it’s only growing stronger. I’m excited for a future that’s focused on aggressive growth with a continued commitment to keep showing up for the next generation.”

“This move lets two strong teams do what they do best,” Plank added. “Under Armour is focused on product innovation and performance for athletes at every level. Curry Brand gets the independence to determine its own future. That’s good for Stephen and good for UA.”

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to

empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.

#

Under Armour Contacts:
Matt Dornic
Chief Communications Officer
(443) 414-1393
matt.dornic@underarmour.com
Lance Allega
Senior Vice President
Finance & Capital Markets
(410) 246-6810
LAllega@underarmour.com
Elle Hagedorn
Director, Global Brand Comms
(215) 317-3142
elle.hagedorn@underarmour.com

Document

Exhibit 99.2

UNDER ARMOUR EXPANDS FISCAL 2025 RESTRUCTURING PLAN AND RAISES FISCAL 2026 ADJUSTED OPERATING INCOME OUTLOOK TO $95 MILLION TO $110 MILLION

BALTIMORE, Nov. 13, 2025 – Under Armour, Inc. (NYSE: UAA, UA) today announced the expansion of its previously disclosed fiscal 2025 restructuring plan and increased its fiscal 2026 adjusted operating income outlook.

Expansion of Fiscal 2025 Restructuring Plan

Previously, the company anticipated incurring up to $160 million in pre-tax restructuring and related charges in connection with its fiscal 2025 restructuring plan. Following further review, Under Armour’s Board of Directors has approved an additional $95 million in restructuring actions, the primary benefits of which will be realized in future periods. This includes the separation of the Curry Brand from Under Armour, further contract terminations, incremental asset impairments, and additional employee severance and benefits costs.

The company estimates that its total global basketball business, including Curry Brand, will approximate $100 million to $120 million in revenue for fiscal 2026. In connection with the separation of the Curry Brand, the company does not anticipate a significant effect on its consolidated financial results or profitability.

The expansion of the restructuring and transformation plan brings the total estimated restructuring and related charges to up to $255 million, consisting of:

•Up to $107 million in cash-related charges, consisting of approximately $34 million in employee severance and benefits costs, and $73 million related to various transformational initiatives.

•Up to $148 million in non-cash charges, consisting of approximately $7 million in employee severance and benefits costs, and $141 million in contract terminations, facility, software, and other asset-related charges and impairments.

As of September 30, 2025, Under Armour had incurred approximately $147 million of restructuring and related charges ($82 million cash; $65 million non-cash). The plan is expected to be substantially complete by the end of fiscal year 2026.

Updated Fiscal 2026 Outlook

Under Armour is raising its fiscal 2026 adjusted operating income outlook, provided on November 6, reflecting the expected financial benefits of the company’s expanded restructuring and transformation initiatives and ongoing operational efficiency improvements. On a GAAP-basis, the company now expects an operating loss of $56 million to $71 million versus its previous expectation of operating income of $19 million to $34 million. Adjusted operating income is now expected to reach $95 million to $110 million, compared to the prior range of $90 million to $105 million. All other components of the company’s outlook remain unchanged.

Non-GAAP Financial Information

This press release discusses the company’s "adjusted" forward-looking estimates for the fiscal year ending March 31, 2026. Management believes this information is valuable for investors seeking to compare the company’s operational results across different periods, as it provides clearer insight into its underlying performance by excluding these impacts. Adjusted financial measures exclude the effects of the company’s fiscal year 2025 restructuring plan, its associated charges, and related tax effects. Management states these adjustments are not essential to the company’s core operations. The reconciliation of non-GAAP figures to the most directly comparable GAAP financial measure is included in the supplemental financial information accompanying this release. These supplemental non-GAAP financial measures should not be viewed in isolation; they should be considered alongside the company’s reported results prepared in accordance with GAAP. Additionally, the company’s non-GAAP financial information may not be comparable to similar measures reported by other companies.

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.

Forward-Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, 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, future financial condition or results of operations, growth prospects and strategies, potential restructuring efforts (including the scope, anticipated charges and costs, the timing of these measures, and the anticipated benefits of our restructuring initiatives), expectations related to promotional activities, freight, product cost pressures, foreign currency effects, the impact of global economic conditions including changes in trade policy and inflation on our results of operations, liquidity and use of capital resources, the development and introduction of new products, the execution of marketing strategies, benefits from significant investments, and impacts from 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 in this press release reflect our current views about future events. They 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 the expectations reflected in the forward-looking statements are reasonable, they are inherently uncertain. We cannot guarantee future events, results, actions, activity levels, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Several important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to: changes in general economic or market conditions (such as rising inflation and potential impacts of changes and uncertainties related to

government fiscal, monetary, tax and trade policies) that could influence 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 that may cause us to lose market share, lower product prices or significantly increase marketing efforts; fluctuations in the costs of raw materials and commodities we use in our products and supply chain (including labor); our ability to successfully execute our long-term strategies; our ability to effectively drive operational efficiency in our business; changes in the financial health of our customers; our ability to effectively develop and launch new, innovative, and updated products; our ability to accurately forecast consumer preferences and demand for our products and to effectively manage our inventory; our ability to successfully execute any restructuring plans and achieve expected benefits; loss of key customers, suppliers, or manufacturers; our ability to further expand our business globally and 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 achieve expected outcomes 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 with respect to sustainability and social matters; 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; and our potential exposure to and the financial impact of litigation and other proceedings. The forward-looking statements here reflect our views and assumptions only as of the date of this press release. 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 unanticipated events.

#

Under Armour Contact:
Lance Allega
Senior Vice President
Finance & Capital Markets
(410) 246-6810
LAllega@underarmour.com

UNDER ARMOUR, INC.

Outlook for the Year Ending March 31, 2026

(Unaudited; in millions)

The table below reconciles the company's condensed consolidated statement of operations, in accordance with GAAP, to specific adjusted non-GAAP financial measures discussed in this press release. For further information regarding the company's use of non-GAAP financial measures, see "Non-GAAP Financial Information" above.

ADJUSTED OPERATING INCOME (LOSS) RECONCILIATION


	Low end of estimate		High end of estimate
GAAP income (loss) from operations	$	(71)	$	(56)
Add: Impact of charges under 2025 restructuring plan	166		166
Adjusted income from operations	$	95	$	110