UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2021

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UNDER ARMOUR, INC.

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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.)
1020 Hull Street, Baltimore, Maryland		21230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 454-6428

(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)

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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 8.01. Other Events.

On May 3, 2021, Under Armour, Inc. (the “Company”) announced that it had reached a settlement with the Securities and Exchange Commission (“SEC”) in connection with the SEC investigation that it had previously disclosed. A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Under Armour, Inc. press release dated May 3, 2021.
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: May 3, 2021	By:	/s/ John P. Stanton
		John P. Stanton
		Executive Vice President, General Counsel & Secretary

Document

Exhibit 99.1

UNDER ARMOUR ANNOUNCES SETTLEMENT OF PREVIOUSLY DISCLOSED SECURITIES AND EXCHANGE COMMISSION MATTER

BALTIMORE, May 3, 2021 – Under Armour, Inc. (NYSE: UA, UAA) (the “Company”) today announced that it has entered into a settlement with the U.S. Securities and Exchange Commission (the “SEC”), resolving a previously announced investigation related to disclosure and the impact of certain “pull forward” sales for the third quarter of 2015 through the fourth quarter of 2016.

Under the terms of the settlement, the Company has agreed to pay a civil monetary penalty of $9.0 million, in addition to other non-monetary settlement terms. This settlement relates to the Company’s disclosures, and does not include any allegations from the SEC that sales during these periods did not comply with generally accepted accounting principles. The Company neither admitted nor denied the SEC’s charges. The settlement resolves all outstanding SEC claims. The SEC Staff has confirmed that it does not intend to recommend that any enforcement action be taken against the Company’s Executive Chairman, Chief Financial Officer or any other member of management in connection with this investigation.

The Company previously announced that it had also been responding to requests for documents and information from the U.S. Department of Justice (the “DOJ”). The Company has not received any requests from the DOJ since the second quarter of 2020.

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

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Under Armour Contacts:
Lance Allega	Blake Simpson
SVP, Investor Relations & Corporate Development	SVP, Global Communications, Community Impact & Events
(410) 246-6810	(443) 630-9959