8-K
Under Armour, Inc. (UAA)
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 3, 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 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 2.02. Results of Operations and Financial Condition.
On November 6, 2025, Under Armour, Inc. (“Under Armour”, or the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of Under Armour’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Under Armour has scheduled a conference call for 8:30 a.m. ET on November 6, 2025 to discuss its financial results.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2025, Under Armour announced that Reza Taleghani will be joining the Company as Executive Vice President, Chief Financial Officer and principal financial officer in February 2026. The Company further announced that David Bergman, the Company’s current Chief Financial Officer and principal financial officer, is expected to step down from his role upon Mr. Taleghani joining the Company, but will remain as a senior advisor into the first quarter of the Company’s fiscal year 2027 to support a smooth transition.
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.
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.
There are 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, or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since the beginning of the last fiscal year.
Item 8.01. Other Events.
A copy 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.
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: November 6, 2025 | By: | /s/ Mehri Shadman |
| Mehri Shadman | ||
| Executive Vice President, Chief Legal <br>Officer & Corporate Secretary |
Document
Exhibit 99.1
UNDER ARMOUR REPORTS SECOND QUARTER FISCAL 2026 RESULTS; PROVIDES FISCAL 2026 OUTLOOK
BALTIMORE, Nov. 6, 2025 – Under Armour, Inc. (NYSE: UAA, UA) released its unaudited financial results for the second quarter of fiscal 2026, which ended on September 30, 2025. The company reports its financial performance in accordance with Generally Accepted Accounting Principles in the United States ("GAAP"). This press release includes references to "currency neutral" and "adjusted" amounts, which are non-GAAP financial measures detailed in the "Non-GAAP Financial Information" section below.
“We delivered results ahead of our prior outlook this quarter and are encouraged to see signs of brand momentum in North America – an important milestone in our turnaround,” said Under Armour President and CEO Kevin Plank. “With our strategy, operating model, and go-to-market approach firmly in place, we’re staying disciplined and focused. The response from consumers and partners reflects this execution, driven by stronger product, sharper storytelling, and a renewed belief in the Under Armour brand.”
Second Quarter Fiscal 2026 Review
•Revenue decreased 5 percent to $1.3 billion (down 6 percent currency neutral).
–North American revenue declined 8 percent to $792 million, while international revenue grew 2 percent to $551 million (down 1 percent currency neutral). Within the international business, revenue in EMEA increased 12 percent (up 7 percent currency neutral), decreased 14 percent in Asia-Pacific (down 14 percent currency neutral), and grew 15 percent in Latin America (up 14 percent currency neutral).
–Wholesale revenue decreased 6 percent to $775 million, and direct-to-consumer revenue declined 2 percent to $538 million. Revenue from owned and operated stores remained steady, while eCommerce revenue decreased 8 percent and accounted for 28 percent of the total direct-to-consumer business for the quarter.
–Apparel revenue decreased 1 percent to $936 million; footwear revenue declined 16 percent to $264 million; and accessories revenue decreased 3 percent to $113 million.
•Gross margin declined by 250 basis points to 47.3 percent, mainly due to supply chain headwinds, driven by increased tariffs, and a less favorable channel and regional mix. Gains from foreign exchange and pricing helped offset some of these impacts.
•Selling, general, and administrative (SG&A) expenses increased 12 percent to $582 million. Adjusted SG&A expenses, which exclude approximately $4 million in transformation expenses related to the company’s Fiscal 2025 Restructuring Plan, increased 9 percent to $577 million. Adjusted SG&A in last year’s second quarter included a $27 million benefit from the insurance recovery of prior period legal fees. The absence of this benefit in the second quarter of fiscal 2026 accounted for roughly 5 percentage points of the year-over-year growth. The rest of the increase was mainly due to higher marketing expenses caused by timing shifts, leading to most of last year’s spending occurring in the second half.
•Restructuring charges totaled $32 million.
•Operating income was $17 million. Excluding transformation expenses and restructuring charges, adjusted operating income was $53 million.
•Net loss was $19 million. Adjusted net income was $15 million.
•Diluted loss per share was $0.04. Adjusted diluted earnings per share was $0.04.
•Inventory declined 6 percent to $1.0 billion.
•Cash and cash equivalents totaled $396 million. During the quarter, using the net proceeds from issuing the Senior Notes due 2030, along with borrowings from the company's revolving credit facility and existing cash on hand, the company satisfied and discharged its $600 million Senior Notes due 2026. The funds were placed into a restricted investment account to cover all remaining principal and interest payments on those notes. As of September 30, 2025, the company had $200 million in borrowings outstanding under its $1.1 billion revolving credit facility.
Share Buyback Program
Under Armour repurchased $25 million of its Class C common stock in the second quarter, retiring 5.2 million shares. As of September 30, 2025, a total of 18 million shares had been repurchased for $115 million as part of a three-year, $500 million program approved by the Board of Directors in May 2024.
Fiscal 2025 Restructuring Plan
In May 2024, Under Armour announced a restructuring plan aimed at improving the company's financial and operational efficiencies. The plan is estimated to cost up to $160 million, with up to $90 million expected to be cash-related and as much as $70 million projected as non-cash charges. By the end of the second fiscal quarter of 2026, the plan had resulted in the company recording $103 million in restructuring and impairment charges, as well as $44 million in other related transformational expenses. Of the total $147 million incurred so far, $82 million is cash related and $65 million is non-cash related. The company expects that the remaining charges outlined in the updated restructuring plan will be recognized by the end of fiscal 2026.
Fiscal 2026 Outlook
Compared to fiscal 2025, key highlights of the company’s outlook for fiscal year 2026 include:
•Revenue is expected to decrease 4 to 5 percent. This includes anticipated high-single-digit percentage declines in North America and Asia-Pacific, and a high-single-digit percentage increase in EMEA.
•Gross margin is expected to decline 190 to 210 basis points, mainly due to higher U.S. tariffs, along with unfavorable channel and regional mix. Positive impacts from foreign currency exchange, product mix, and pricing are expected to partially offset these declines.
•SG&A expenses are expected to decrease by a mid-teens percentage rate. Excluding transformation expenses related to the company’s Fiscal 2025 Restructuring Plan, along with last year’s litigation settlement expenses and impairment charges, adjusted SG&A is projected to decline at a mid-single-digit rate, mainly driven by lower marketing costs, restructuring savings, and other cost management initiatives.
•Operating income is expected to range from $19 million to $34 million. Excluding expected restructuring charges and transformation expenses, adjusted operating income is forecasted to be between $90 million and $105 million.
•Diluted loss per share is expected to be from $0.15 to $0.17. Adjusted diluted earnings per share is expected to be from $0.03 to $0.05.
Conference Call and Webcast
Under Armour will hold its second quarter fiscal 2026 conference call today at approximately 8:30 a.m. Eastern Time. The call will be streamed live at https://about.underarmour.com/investor-relations/financials and will be available for replay about three hours after the live event.
Non-GAAP Financial Information
This press release discusses “currency-neutral” and "adjusted" results, as well as 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. Currency-neutral financial data removes fluctuations caused by foreign currency exchange rates. Adjusted financial measures exclude the effects of the company’s litigation settlement expense (and related insurance recoveries) and 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. All per-share amounts are reported on a diluted basis. 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | % of Net<br>Revenues | 2024 | % of Net<br>Revenues | 2025 | % of Net<br>Revenues | 2024 | % of Net<br>Revenues | |||||||||
| Net revenues | $ | 1,333,380 | 100.0 | % | $ | 1,399,023 | 100.0 | % | $ | 2,467,448 | 100.0 | % | $ | 2,582,688 | 100.0 | % |
| Cost of goods sold | 702,796 | 52.7 | % | 702,891 | 50.2 | % | 1,290,368 | 52.3 | % | 1,323,881 | 51.3 | % | ||||
| Gross profit | 630,584 | 47.3 | % | 696,132 | 49.8 | % | 1,177,080 | 47.7 | % | 1,258,807 | 48.7 | % | ||||
| Selling, general and administrative expenses | 581,632 | 43.6 | % | 519,840 | 37.2 | % | 1,111,977 | 45.1 | % | 1,357,157 | 52.5 | % | ||||
| Restructuring charges | 31,906 | 2.4 | % | 3,212 | 0.2 | % | 44,734 | 1.8 | % | 28,298 | 1.1 | % | ||||
| Income (loss) from operations | 17,046 | 1.3 | % | 173,080 | 12.4 | % | 20,369 | 0.8 | % | (126,648) | (4.9) | % | ||||
| Interest income (expense), net | (8,605) | (0.6) | % | (1,747) | (0.1) | % | (12,656) | (0.5) | % | 597 | — | % | ||||
| Other income (expense), net | (942) | (0.1) | % | (3,420) | (0.2) | % | (5,637) | (0.2) | % | (6,150) | (0.2) | % | ||||
| Income (loss) before income taxes | 7,499 | 0.6 | % | 167,913 | 12.0 | % | 2,076 | 0.1 | % | (132,201) | (5.1) | % | ||||
| Income tax expense (benefit) | 25,940 | 1.9 | % | (2,136) | (0.2) | % | 23,282 | 0.9 | % | 3,013 | 0.1 | % | ||||
| Income (loss) from equity method investments | (373) | — | % | 333 | — | % | (220) | — | % | 170 | — | % | ||||
| Net income (loss) | $ | (18,814) | (1.4) | % | $ | 170,382 | 12.2 | % | $ | (21,426) | (0.9) | % | $ | (135,044) | (5.2) | % |
| Basic net income (loss) per share of Class A, B and C common stock | $ | (0.04) | $ | 0.39 | $ | (0.05) | $ | (0.31) | ||||||||
| Diluted net income (loss) per share of Class A, B and C common stock | $ | (0.04) | $ | 0.39 | $ | (0.05) | $ | (0.31) | ||||||||
| Weighted average common shares outstanding Class A, B and C common stock | ||||||||||||||||
| Basic | 428,350 | 432,225 | 427,736 | 433,950 | ||||||||||||
| Diluted | 428,350 | 435,685 | 427,736 | 433,950 |
UNDER ARMOUR, INC.
(Unaudited; in thousands)
NET REVENUES BY SEGMENT
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||
| North America | $ | 791,502 | $ | 863,345 | (8.3) | % | $ | 1,461,821 | $ | 1,572,605 | (7.0) | % |
| EMEA | 317,679 | 283,178 | 12.2 | % | 566,286 | 510,070 | 11.0 | % | ||||
| Asia-Pacific | 179,175 | 207,661 | (13.7) | % | 342,561 | 389,497 | (12.1) | % | ||||
| Latin America | 53,814 | 46,941 | 14.6 | % | 108,389 | 111,350 | (2.7) | % | ||||
| Corporate Other (1) | (8,790) | (2,102) | (318.2) | % | (11,609) | (834) | (1,292.0) | % | ||||
| Total net revenues | $ | 1,333,380 | $ | 1,399,023 | (4.7) | % | $ | 2,467,448 | $ | 2,582,688 | (4.5) | % |
NET REVENUES BY DISTRIBUTION CHANNEL
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||
| Wholesale | $ | 775,050 | $ | 825,993 | (6.2) | % | $ | 1,424,100 | $ | 1,506,506 | (5.5) | % |
| Direct-to-consumer | 538,136 | 550,336 | (2.2) | % | 1,001,611 | 1,030,549 | (2.8) | % | ||||
| Net Sales | 1,313,186 | 1,376,329 | (4.6) | % | 2,425,711 | 2,537,055 | (4.4) | % | ||||
| License revenues | 28,984 | 24,796 | 16.9 | % | 53,346 | 46,467 | 14.8 | % | ||||
| Corporate Other (1) | (8,790) | (2,102) | (318.2) | % | (11,609) | (834) | (1,292.0) | % | ||||
| Total net revenues | $ | 1,333,380 | $ | 1,399,023 | (4.7) | % | $ | 2,467,448 | $ | 2,582,688 | (4.5) | % |
NET REVENUES BY PRODUCT CATEGORY
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||
| Apparel | $ | 936,483 | $ | 947,188 | (1.1) | % | $ | 1,683,075 | $ | 1,704,980 | (1.3) | % |
| Footwear | 263,626 | 312,760 | (15.7) | % | 529,481 | 623,149 | (15.0) | % | ||||
| Accessories | 113,077 | 116,381 | (2.8) | % | 213,155 | 208,926 | 2.0 | % | ||||
| Net Sales | 1,313,186 | 1,376,329 | (4.6) | % | 2,425,711 | 2,537,055 | (4.4) | % | ||||
| Licensing revenues | 28,984 | 24,796 | 16.9 | % | 53,346 | 46,467 | 14.8 | % | ||||
| Corporate Other (1) | (8,790) | (2,102) | (318.2) | % | (11,609) | (834) | (1,292.0) | % | ||||
| Total net revenues | $ | 1,333,380 | $ | 1,399,023 | (4.7) | % | $ | 2,467,448 | $ | 2,582,688 | (4.5) | % |
(1) Corporate Other primarily includes net revenues from foreign currency hedge gains and losses generated by entities within the company’s operating segments but managed through its central foreign exchange risk management program.
UNDER ARMOUR, INC.
(Unaudited; in thousands)
INCOME (LOSS) FROM OPERATIONS BY SEGMENT
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | % of Net Revenues(1) | 2024 | % of Net Revenues(1) | 2025 | % of Net Revenues(1) | 2024 | % of Net Revenues(1) | |||||||||
| North America | $ | 137,956 | 17.4 | % | $ | 217,259 | 25.2 | % | $ | 259,393 | 17.7 | % | $ | 365,148 | 23.2 | % |
| EMEA | 52,601 | 16.6 | % | 51,595 | 18.2 | % | 92,244 | 16.3 | % | 72,051 | 14.1 | % | ||||
| Asia-Pacific | 28,075 | 15.7 | % | 34,214 | 16.5 | % | 42,778 | 12.5 | % | 44,149 | 11.3 | % | ||||
| Latin America | 4,596 | 8.5 | % | 12,171 | 25.9 | % | 11,202 | 10.3 | % | 27,342 | 24.6 | % | ||||
| Corporate Other (2) | (206,182) | NM | (142,159) | NM | (385,248) | NM | (635,338) | NM | ||||||||
| Income (loss) from operations | $ | 17,046 | 1.3 | % | $ | 173,080 | 12.4 | % | $ | 20,369 | 0.8 | % | $ | (126,648) | (4.9) | % |
(1) The percentage of operating income (loss) is calculated based on total segment net revenues. The operating income (loss) percentage for Corporate Other is not presented as a meaningful metric (NM).
(2) Corporate Other primarily includes net revenues from foreign currency hedge gains and losses generated by entities within the company’s operating segments but managed through its central foreign exchange risk management program. Corporate Other also includes expenses related to the company's central supporting functions.
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands)
| September 30, 2025 | March 31, 2025 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 395,991 | $ | 501,361 |
| Accounts receivable, net | 688,476 | 675,822 | ||
| Inventories | 1,037,166 | 945,836 | ||
| Restricted investments | 604,065 | — | ||
| Prepaid expenses and other current assets, net | 218,085 | 206,078 | ||
| Total current assets | 2,943,783 | 2,329,097 | ||
| Property and equipment, net | 605,321 | 645,147 | ||
| Operating lease right-of-use assets | 372,791 | 384,341 | ||
| Goodwill | 495,027 | 487,632 | ||
| Intangible assets, net | 4,758 | 5,224 | ||
| Deferred income taxes | 306,218 | 286,160 | ||
| Other long-term assets | 171,580 | 163,270 | ||
| Total assets | $ | 4,899,478 | $ | 4,300,871 |
| Liabilities and Stockholders’ Equity | ||||
| Current maturities of long-term debt | $ | 599,439 | $ | — |
| Accounts payable | 470,311 | 429,944 | ||
| Accrued expenses | 328,398 | 348,747 | ||
| Customer refund liabilities | 134,957 | 146,021 | ||
| Operating lease liabilities | 137,402 | 130,050 | ||
| Other current liabilities | 66,643 | 54,381 | ||
| Total current liabilities | 1,737,150 | 1,109,143 | ||
| Long-term debt, net of current maturities | 589,783 | 595,125 | ||
| Operating lease liabilities, non-current | 573,158 | 574,277 | ||
| Other long-term liabilities | 143,709 | 132,048 | ||
| Total liabilities | 3,043,800 | 2,410,593 | ||
| Total stockholders’ equity | 1,855,678 | 1,890,278 | ||
| Total liabilities and stockholders’ equity | $ | 4,899,478 | $ | 4,300,871 |
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
| Six Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net income (loss) | $ | (21,426) | $ | (135,044) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||||
| Depreciation and amortization | 56,245 | 65,565 | ||
| Unrealized foreign currency exchange rate (gain) loss | 4,178 | (14,535) | ||
| Loss on disposal of property and equipment | 3,932 | 2,598 | ||
| Non-cash restructuring and impairment charges | 29,052 | 3,679 | ||
| Amortization of bond premium and debt issuance costs | 1,330 | 1,107 | ||
| Stock-based compensation | 25,013 | 28,468 | ||
| Deferred income taxes | (20,456) | (6,400) | ||
| Changes in reserves and allowances | (1,794) | (607) | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (15,240) | 31,461 | ||
| Inventories | (86,416) | (144,058) | ||
| Prepaid expenses and other assets | (25,524) | 23,950 | ||
| Other non-current assets | (20,783) | 9,428 | ||
| Accounts payable | 58,045 | 73,733 | ||
| Accrued expenses and other liabilities | (29,414) | (107,102) | ||
| Customer refund liability | (10,862) | 5,671 | ||
| Income taxes payable and receivable | 33,142 | (6,323) | ||
| Net cash provided by (used in) operating activities | (20,978) | (168,409) | ||
| Cash flows from investing activities | ||||
| Purchases of property and equipment | (55,851) | (91,503) | ||
| Purchase of restricted investment | (601,235) | — | ||
| Sale of MyFitnessPal platform | — | 50,000 | ||
| Sale of MapMyFitness platform | — | 8,000 | ||
| Purchase of UNLESS COLLECTIVE, Inc, net of cash acquired | (500) | (9,788) | ||
| Net cash provided by (used in) investing activities | (657,586) | (43,291) | ||
| Cash flows from financing activities | ||||
| Common stock repurchased | (25,000) | (40,000) | ||
| Proceeds from long-term debt and revolving credit facility | 600,000 | — | ||
| Repayment of long-term debt | — | (80,919) | ||
| Employee taxes paid for shares withheld for income taxes | (7,736) | (8,399) | ||
| Excise tax paid on repurchases of common stock | (743) | — | ||
| Proceeds from exercise of stock options and other stock issuances | 1,174 | 1,314 | ||
| Payments of debt financing costs | (7,233) | (1,388) | ||
| Net cash provided by (used in) financing activities | 560,462 | (129,392) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2,822 | 14,023 | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (115,280) | (327,069) | ||
| Cash, cash equivalents and restricted cash | ||||
| Beginning of period | 515,051 | 876,917 | ||
| End of period | $ | 399,771 | $ | 549,848 |
UNDER ARMOUR, INC.
(Unaudited)
The table below presents the reconciliation of net revenue growth (decline) calculated in accordance with GAAP to currency-neutral net revenue, a non-GAAP measure. For further information regarding the company's use of non-GAAP financial measures, see "Non-GAAP Financial Information" above.
CURRENCY-NEUTRAL NET REVENUE GROWTH (DECLINE) RECONCILIATION
| Three Months Ended September 30, 2025 | Six Months Ended September 30, 2025 | |||
|---|---|---|---|---|
| Total Net Revenue | ||||
| Net revenue growth (decline) - GAAP | (4.7) | % | (4.5) | % |
| Foreign exchange impact | (1.1) | % | (0.7) | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | (5.8) | % | (5.2) | % |
| North America | ||||
| Net revenue growth (decline) - GAAP | (8.3) | % | (7.0) | % |
| Foreign exchange impact | — | % | 0.1 | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | (8.3) | % | (6.9) | % |
| EMEA | ||||
| Net revenue growth (decline) - GAAP | 12.2 | % | 11.0 | % |
| Foreign exchange impact | (5.1) | % | (4.4) | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | 7.1 | % | 6.6 | % |
| Asia-Pacific | ||||
| Net revenue growth (decline) - GAAP | (13.7) | % | (12.1) | % |
| Foreign exchange impact | (0.7) | % | (0.4) | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | (14.4) | % | (12.5) | % |
| Latin America | ||||
| Net revenue growth (decline) - GAAP | 14.6 | % | (2.7) | % |
| Foreign exchange impact | (1.0) | % | 4.0 | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | 13.6 | % | 1.3 | % |
| Total International | ||||
| Net revenue growth (decline) - GAAP | 2.4 | % | 0.6 | % |
| Foreign exchange impact | (3.0) | % | (1.9) | % |
| Currency neutral net revenue growth (decline) - Non-GAAP | (0.6) | % | (1.3) | % |
UNDER ARMOUR, INC.
(Unaudited; in thousands)
The tables below present the reconciliation of 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 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP selling, general and administrative expenses | $ | 581,632 | $ | 519,840 | $ | 1,111,977 | $ | 1,357,157 |
| Add: Impact of litigation settlement | — | 12,954 | — | (261,046) | ||||
| Add: Impact of restructuring-related transformational expenses | (4,445) | (2,724) | (12,703) | (11,381) | ||||
| Adjusted selling, general and administrative expenses | $ | 577,187 | $ | 530,070 | $ | 1,099,274 | $ | 1,084,730 |
ADJUSTED OPERATING INCOME (LOSS) RECONCILIATION
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP income (loss) from operations | $ | 17,046 | $ | 173,080 | $ | 20,369 | $ | (126,648) |
| Add: Impact of litigation settlement | — | (12,954) | — | 261,046 | ||||
| Add: Impact of restructuring charges | 31,906 | 3,212 | 44,734 | 28,298 | ||||
| Add: Impact of restructuring-related transformational expenses | 4,445 | 2,724 | 12,703 | 11,381 | ||||
| Adjusted income from operations | $ | 53,397 | $ | 166,062 | $ | 77,806 | $ | 174,077 |
ADJUSTED NET INCOME (LOSS) RECONCILIATION
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP net income (loss) | $ | (18,814) | $ | 170,382 | $ | (21,426) | $ | (135,044) |
| Add: Impact of litigation settlement | — | (12,954) | — | 261,046 | ||||
| Add: Impact of restructuring charges | 31,906 | 3,212 | 44,734 | 28,298 | ||||
| Add: Impact of restructuring-related transformational expenses | 4,445 | 2,724 | 12,703 | 11,381 | ||||
| Add: Impact of provision for income taxes | (2,250) | (32,250) | (12,157) | (30,911) | ||||
| Adjusted net income | $ | 15,287 | $ | 131,114 | $ | 23,854 | $ | 134,770 |
UNDER ARMOUR, INC.
(Unaudited; in thousands, except per share amounts)
The table below presents the reconciliation of 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 DILUTED EARNINGS (LOSS) PER SHARE RECONCILIATION
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP diluted net income (loss) per share | $ | (0.04) | $ | 0.39 | $ | (0.05) | $ | (0.31) |
| Add: Impact of litigation settlement | — | (0.03) | — | 0.60 | ||||
| Add: Impact of restructuring charges | 0.07 | 0.01 | 0.10 | 0.06 | ||||
| Add: Impact of restructuring-related transformational expenses | 0.01 | 0.01 | 0.03 | 0.03 | ||||
| Add: Impact of provision for income taxes | — | (0.08) | (0.02) | (0.07) | ||||
| Adjusted diluted net income per share | $ | 0.04 | $ | 0.30 | $ | 0.06 | $ | 0.31 |
UNDER ARMOUR, INC.
Outlook for the Year Ending March 31, 2026
(Unaudited; in millions, except per share amounts)
The tables below reconcile 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
| Year Ending March 31, 2026 | |||||
|---|---|---|---|---|---|
| Low end of estimate | High end of estimate | ||||
| GAAP income (loss) from operations | $ | 19 | $ | 34 | |
| Add: Impact of charges under 2025 restructuring plan | 71 | 71 | |||
| Adjusted income from operations | $ | 90 | $ | 105 |
ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE RECONCILIATION
| Year Ending March 31, 2026 | |||||
|---|---|---|---|---|---|
| Low end of estimate | High end of estimate | ||||
| GAAP diluted net loss per share | $ | (0.17) | $ | (0.15) | |
| Add: Impact of charges under 2025 restructuring plan, net of tax | 0.20 | 0.20 | |||
| Adjusted diluted net income per share | $ | 0.03 | $ | 0.05 |
UNDER ARMOUR, INC.
COMPANY-OWNED & OPERATED DOOR COUNT
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Factory House | 180 | 180 |
| Brand House | 16 | 16 |
| North America total doors | 196 | 196 |
| Factory House | 185 | 177 |
| Brand House | 66 | 73 |
| International total doors | 251 | 250 |
| Factory House | 365 | 357 |
| Brand House | 82 | 89 |
| Total doors | 447 | 446 |
Document
Exhibit 99.2
UNDER ARMOUR ANNOUNCES CFO TRANSITION; REZA TALEGHANI TO SUCCEED DAVID BERGMAN IN FEBRUARY 2026
BALTIMORE, Nov. 6, 2025 – Under Armour, Inc. (NYSE: UAA, UA) today announced that Reza Taleghani will join the company as Executive Vice President (EVP) and Chief Financial Officer (CFO) in February 2026. He will succeed David Bergman, a 21-year Under Armour veteran, who will step down as CFO and remain with the company through the first quarter of fiscal 2027 to ensure a seamless transition.
“Dave’s leadership, financial discipline, and unwavering commitment have been instrumental in shaping Under Armour’s success and resilience over more than two decades,” said Kevin Plank, Under Armour President and CEO. “As we enter a crucial time for the brand, we are deeply thankful for his many contributions and his partnership in ensuring a smooth transition. Reza brings a global perspective, strong financial expertise, and a strategic mindset that align perfectly with our goals for Under Armour’s next chapter. His leadership will be essential as we strengthen our foundation, drive growth, and unlock the full potential of our brand for athletes and shareholders around the world.”
“I am honored to join Under Armour at such a significant and energizing moment in its growth,” said Reza Taleghani. “This is an iconic company with a strong foundation, a passionate team, and an unwavering focus on performance and innovation. I look forward to working closely with Kevin and the leadership team to advance our strategic priorities, improve financial results, and create long-term value for our teammates, athletes, and shareholders.”
Reza Taleghani – Background
Mr. Taleghani has more than twenty-five years of global financial and operational leadership experience. He joins Under Armour from Samsonite Group S.A., where he has served as EVP and CFO since 2018, overseeing global finance, accounting, investor relations, treasury, internal audit, and mergers and acquisitions. During his tenure, he led major financial and operational transformations, resulting in record gross margins and EBITDA margins.
Before joining Samsonite, Mr. Taleghani served as President and CFO at Brightstar Corp., a SoftBank portfolio company, where he led its device protection and financial services divisions and managed key international acquisitions. He spent over 15 years at J.P. Morgan, holding senior roles in investment banking, commercial banking and asset management, and served as President and CEO of Sterling Airlines A/S in Copenhagen. Mr. Taleghani earned a JD/MBA from Villanova University and dual bachelor’s degrees from Brown University.
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.
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Under Armour Contact:
Lance Allega
Senior Vice President Finance & Capital Markets
(410) 246-6810
LAllega@underarmour.com