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): August 13, 2021

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UNDER ARMOUR, INC.

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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:

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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:

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).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2021, Under Armour, Inc. (the “Company” or “Under Armour”) issued a press release announcing the election of David W. Gibbs, age 58, as Director of the Company effective September 1, 2021. A copy of Under Armour’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Mr. Gibbs has not been appointed to any committee of the Board of Directors at this time.

Pursuant to the Under Armour, Inc. 2021 Non-Employee Director Compensation Plan (“Director Compensation Plan”), as a new Director of the Company, Mr. Gibbs will receive an initial award of restricted stock units for shares of the Company’s Class C common stock valued at $100,000 on the grant date that vests in three equal annual installments. Pursuant to the Director Compensation Plan, non-employee directors receive an annual restricted stock unit award each year following the annual meeting of stockholders. Mr. Gibbs will receive a pro-rated annual award valued at $112,500 on the grant date (pro-rated from $150,000). The grant date for the initial and annual awards will be September 1, 2021. For a full description of the Company’s director compensation program, see the “Corporate Governance and Related Matters-Compensation of Directors” section of the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

Document

Exhibit 99.1

YUM! BRANDS CEO DAVID GIBBS APPOINTED TO UNDER ARMOUR BOARD OF DIRECTORS

BALTIMORE, Aug. 16, 2021 – Under Armour, Inc. (NYSE: UA, UAA) today announced that David Gibbs had been appointed to its Board of Directors effective Sept. 1, 2021. As Chief Executive Officer (CEO) of Yum! Brands, Inc. (NYSE: YUM), Gibbs, 58, leads the company’s overarching strategies, structure, people development, and culture to drive global growth and sales and profitability for more than 51,000 KFC, Pizza Hut, Taco Bell and The Habit Burger Grill restaurants in over 150 countries and territories, with approximately 2,000 franchisees and 1.5 million franchise system employees globally.

“We are thrilled to welcome David to our board. His outstanding track record in global brand management, including significant retail and international expertise, and driving shareholder returns will serve as a tremendous resource as we continue to execute on our growth objectives,” said Under Armour Executive Chairman and Brand Chief Kevin Plank. “Along with these highly relevant skills, he also brings a strong consumer-centric focus and a team-first approach that is lock-step with Under Armour’s culture. We look forward to benefitting from David’s seasoned perspective and his contributions as we further amplify our offense.”

“As a brand fan, it’s been inspiring to watch Under Armour’s journey to becoming one of the world’s most iconic athletic performance companies over the past 25 years,” said Gibbs. “Following the effective execution of its multi-year transformation, I am honored to join Kevin, Patrik, and the Under Armour board, working alongside this exceptional team to help guide the company successfully into its next chapter of growth.”

Mr. Gibbs has been CEO of Yum! Brands since January 2020 and has served as a member of its board of directors since November 2019. During his 32-year career with Yum! Brands, Gibbs has held a variety of leadership positions in its KFC, Pizza Hut and Taco Bell divisions, including global strategy, finance, general management, operations and real estate. Before his CEO appointment, Gibbs was Yum! Brands’ president and chief operating officer with global operating leadership of the KFC, Pizza Hut and Taco Bell divisions. Before that, he was president and chief financial officer, serving as the chief architect of the company’s financial, refranchising, and restaurant development strategy during a period when Yum! Brands transformed into a capital-light, pure-play franchisor. Gibbs holds a master’s degree in business administration from the Fuqua School of Business at Duke University and a Bachelor of Science degree in mathematical science from Johns Hopkins 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.

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