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): September 29, 2022

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

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:

________________________________________________

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 October 5, 2022, Under Armour, Inc. (the “Company”) announced that Stephanie Pugliese, President of the Americas, will be stepping down from her role and leaving the Company. David Baxter, age 56, will succeed her in this role, effective October 24, 2022. Ms. Pugliese will remain with the Company until early 2023 to support the transition.

In connection with Ms. Pugliese’s departure, the Company will enter into a Separation Agreement and Release with Ms. Pugliese (the “Agreement”). The Agreement will provide that upon Ms. Pugliese’s separation from the Company, she will receive severance benefits in accordance with the Company’s previously disclosed executive severance policy. This will include a lump-sum payment of one and one-half times her annual base salary, a pro-rated annual cash incentive award based on the Company’s actual performance for fiscal year 2023, and fully paid premiums for medical, dental and vision benefits for a period of 18-months. The payments and benefits to Ms. Pugliese under the Agreement will be subject to her execution and non-revocation of a reaffirmation of a release of claims arising through her separation date and other post-employment commitments and obligations. The Agreement will also require Ms. Pugliese to comply with the requirements of her Employee Confidentiality, Non-Competition and Non-Solicitation Agreement.

A copy of the press release announcing Ms. Pugliese’s departure and Mr. Baxter’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On October 5, 2022, the Company announced that John Stanton, the Company’s chief legal officer, has notified the Company of his intention to retire at the end of 2022. Mr. Stanton, age 62, has been with the Company since 2006, and has served as General Counsel since 2013, and Corporate Secretary since 2008.

In conjunction with Mr. Stanton’s retirement, the Board of Directors of the Company has appointed Mehri Shadman, age 40, as Executive Vice President, Chief Legal Officer and Corporate Secretary, effective October 24, 2022. Ms. Shadman currently serves as Deputy General Counsel, Corporate and Risk, and Assistant Secretary, and has been with the Company since 2013. Mr. Stanton will remain with the Company as a senior advisor through December 2022 and will continue to provide advisory services through 2023 to support the transition.

A copy of the press release announcing Mr. Stanton’s retirement and Ms. Shadman’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

UNDER ARMOUR ANNOUNCES CHANGES TO EXECUTIVE LEADERSHIP TEAM

BALTIMORE, Oct. 5, 2022 – Under Armour, Inc. (NYSE: UA, UAA) today announced that effective October 24, David Baxter and Mehri Shadman will join its executive leadership team. Baxter is set to assume a regional leadership role as President of the Americas, succeeding Stephanie Pugliese, who will be stepping down from her role and leaving the company. Pugliese will remain until early 2023 to support Baxter’s transition. Shadman has been appointed Chief Legal Officer and Corporate Secretary as John Stanton, UA’s current chief legal officer, has decided to retire at the end of 2022 after 16 years of service.

“We’re very excited to recognize the talent that David and Mehri bring to our business,” said Colin Browne, Under Armour Interim President and CEO. “With deep market knowledge and outstanding expertise – we look forward to their proven leadership qualities helping to architect our next growth chapter.”

Browne continued, “As one of our longest serving executives, we want to congratulate John on his retirement and thank him for his many contributions to UA, including building our legal function from a small team following our initial public offering to a world-class global function. We also thank Stephanie for her contributions to Under Armour over the last three years, particularly her leadership of our largest region during a highly uncertain retail environment.”

Before joining Under Armour in 2020 as Senior Vice President, Americas Wholesale, David Baxter served as President and CEO of LIDS Sports Group from 2016 to 2019. Prior to that, he was Vice President of adidas’s America’s Sport Performance division from 2010 to 2014, where he directed the North American product and marketing strategies. Before that, Baxter oversaw adidas and Reebok’s sports licensed businesses with the major U.S. professional sports leagues. For nine years prior to that role, Baxter held various leadership roles at Reebok, including time spent in their on-field and sports-licensed divisions.

Mehri Shadman brings over 15 years of experience providing legal counsel in-house and in private practice. Currently the Deputy General Counsel, Corporate and Risk, and Assistant Corporate Secretary, she has spent nine years at Under Armour providing counsel to its board of directors and executives on complex and high-profile corporate matters. She currently oversees the corporate, global ethics and compliance, data privacy, and enterprise risk management functions. In her new role, she will oversee the company’s global legal function and serve as corporate secretary. Before Under Armour, Shadman began her career as an associate at Fried, Frank, Harris, Shriver & Jacobson LLP, a renowned global law firm, in its capital markets practice.

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.

#