Under Armour, Inc 10-Q for FY2027 Q2
Under Armour, Inc. (UAA)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Under Armour, Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2027 Q2).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.24B
- down 6.9% from $1.33B a year earlier
- Net loss
- $425K
- compared with a net loss of $18.81M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-Q
______________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-33202
______________________________________
(Exact name of registrant as specified in its charter)
______________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
( | ||||||||
| (Address of principal executive offices) (Zip Code) | (Registrant's telephone number, including area code) | |||||||
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbols) | (Name of each exchange on which registered) | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 30, 2026 there were 188,839,506 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 206,666,000 shares of Class C Common Stock outstanding.
UNDER ARMOUR, INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS | ||
PART I - FINANCIAL INFORMATION | |||||||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and March 31, 2026 (unaudited) | |||||||||||
Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2026 and 2025 (unaudited) | |||||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended September 30, 2026 and 2025 (unaudited) | |||||||||||
Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended September 30, 2026 and 2025 (unaudited) | |||||||||||
Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2026 and 2025 (unaudited) | |||||||||||
Notes to the Condensed Consolidated Financial Statements (unaudited) | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; In thousands, except share data)
| September 30, 2026 | March 31, 2026 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
Restricted investments (Note 7) | |||||||||||
| Prepaid expenses and other current assets, net | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net (Note 3) | |||||||||||
Operating lease right-of-use assets (Note 4) | |||||||||||
Goodwill (Note 5) | |||||||||||
Intangible assets, net | |||||||||||
Deferred income taxes (Note 15) | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
Current maturities of long-term debt (Note 7) | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
Customer refund liabilities (Note 10) | |||||||||||
Operating lease liabilities (Note 4) | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
Long-term debt, net of current maturities (Note 7) | |||||||||||
Operating lease liabilities, non-current (Note 4) | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 8) | |||||||||||
Stockholders' equity (Note 9) | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Convertible Common Stock, $ | |||||||||||
Class C Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes.
1
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net revenues (Note 10) | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
Restructuring charges (Note 11) | |||||||||||||||||||||||
| Income (loss) from operations | |||||||||||||||||||||||
| Interest income (expense), net | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
Income tax expense (benefit) (Note 15) | ( | ||||||||||||||||||||||
| Income (loss) from equity method investments | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Basic net income (loss) per share of Class A, B and C common stock (Note 16) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Diluted net income (loss) per share of Class A, B and C common stock (Note 16) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common shares outstanding Class A, B and C common stock | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes.
2
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; In thousands)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ||||||||||||||||||||||
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $( | ( | ||||||||||||||||||||||
| Gain (loss) on intra-entity foreign currency transactions | |||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See accompanying notes.
3
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; In thousands)
| Class A Common Stock | Class B Convertible Common Stock | Class C Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Convertible Common Stock | Class C Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class C Common Stock repurchased | — | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock, net of forfeitures | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
4
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; In thousands)
| Class A Common Stock | Class B Convertible Common Stock | Class C Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2026 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Convertible Common Stock | Class C Common Stock | Additional Paid-in-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class C Common Stock repurchased | — | — | — | — | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock, net of forfeitures | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; In thousands)
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Unrealized foreign currency exchange rate (gain) loss | |||||||||||
| Loss on disposal of property and equipment | |||||||||||
| Non-cash restructuring and impairment charges (recoveries) | |||||||||||
| Amortization of bond premium and debt issuance costs | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Changes in reserves and allowances | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other long-term assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Customer refund liabilities | ( | ||||||||||
| Income taxes payable and receivable | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Purchase of restricted investment | ( | ||||||||||
| Proceeds from restricted investment to settle satisfied and discharged debt | |||||||||||
| Purchase of UNLESS COLLECTIVE, Inc, net of cash acquired | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Common stock repurchased | ( | ||||||||||
| Proceeds from long-term debt and revolving credit facility | |||||||||||
| Repayment of long-term debt and revolving credit facility | ( | ||||||||||
| Settlement of satisfied and discharged debt | ( | ||||||||||
| Employee taxes paid for shares withheld for income taxes | ( | ( | |||||||||
| Excise tax paid on repurchases of common stock | ( | ||||||||||
| Proceeds from exercise of stock options and other stock issuances | |||||||||||
| Payments of debt financing costs | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Non-cash investing and financing activities | |||||||||||
| Accrual for property and equipment | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash | September 30, 2026 | September 30, 2025 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
See accompanying notes.
6
UNDER ARMOUR, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; Tabular amounts in thousands, except per share data)
INDEX | ||
7
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | ||
Business
Under Armour, Inc. (together with its wholly owned subsidiaries, the "Company") is a developer, marketer and distributor of branded athletic performance apparel, footwear and accessories. The Company creates products engineered to make athletes better with a vision to inspire athletes with innovative performance and design solutions they can't live without. The Company's products are made, sold and worn worldwide. The Company operates in four geographic segments: (i) North America, composed of the United States and Canada, (ii) Europe, the Middle East and Africa ("EMEA"), (iii) Asia-Pacific and (iv) Latin America.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements, which are presented in U.S. Dollars, include the accounts of Under Armour, Inc. and its wholly owned subsidiaries, and were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information in footnote disclosures normally included in annual financial statements were condensed or omitted for the interim periods presented in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and U.S. GAAP for interim consolidated financial statements. In the opinion of management, all adjustments consisting of normal, recurring adjustments considered necessary for a fair statement of the financial position and results of operations were included. Intercompany balances and transactions were eliminated upon consolidation.
The unaudited Condensed Consolidated Balance Sheets as of September 30, 2026, is derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026 ("Fiscal 2026"), filed with the SEC on May 19, 2026 ("Annual Report on Form 10-K for Fiscal 2026"), which should be read in conjunction with these unaudited Condensed Consolidated Financial Statements. The unaudited results for the three and six months ended September 30, 2026, are not necessarily indicative of the results to be expected for the fiscal year ending March 31, 2027 ("Fiscal 2027"), or any other portion thereof.
Certain prior period comparative amounts have been reclassified to conform to the current period presentation. Such reclassifications were not material and did not affect the unaudited Condensed Consolidated Financial Statements.
Management Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. These estimates, judgments and assumptions are evaluated on an on-going basis. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable at that time; however, actual results could differ from these estimates.
As the impacts of major global events, including recent and potential changes in global trade policy, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving events impact the Company's financial statements will depend on a number of factors including, but not limited to, any new information that may emerge concerning the severity of these major events and the actions that governments around the world may take in response. While the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of this reporting date, the Company may experience further impacts based on long-term effects on the Company's customers and the countries in which the Company operates.
8
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS | ||
Recently Adopted Accounting Pronouncements
The Company assesses the applicability and impact of all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB"). The following ASU was recently adopted:
Credit Losses
In July 2025, the FASB issued ASU 2025-05 "Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"), which provides a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. The Company adopted ASU 2025-05 prospectively and elected the practical expedient effective April 1, 2026. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
The Company assessed all recently issued ASUs and, other than those described below, determined them to be either not applicable or expected to have no material impact on its consolidated financial statements and related disclosures.
Environmental Credits
In May 2026, the FASB issued ASU 2026-02 "Environmental Credits and Environmental Credit Obligations (Topic 818)" ("ASU 2026-02") which establishes new guidance for the recognition, measurement, presentation, and disclosure of environmental credits and related obligations. ASU 2026-02 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. ASU 2026-02 requires retrospective adoption through a cumulative-effect adjustment to opening retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating ASU 2026-02 to determine the impact of adoption on its consolidated financial statements and related disclosures.
Hedge Accounting Improvements
In November 2025, the FASB issued ASU 2025-09 "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" ("ASU 2025-09"), which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating ASU 2025-09 to determine the impact of adoption on its consolidated financial statements and related disclosures.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06 "Intangibles—Goodwill and Other—Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"), which modernizes the recognition and disclosure framework for internal-use software costs, removing the previous "development stage" model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating ASU 2025-06 to determine the impact of adoption on its consolidated financial statements and related disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03 "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures" ("ASU 2024-03"), which will require disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024-03 to determine the impact of adoption on its consolidated financial statements and related disclosures.
9
NOTE 3. PROPERTY AND EQUIPMENT | ||
| September 30, 2026 | March 31, 2026 | ||||||||||
| Leasehold and tenant improvements | $ | $ | |||||||||
| Furniture, fixtures and displays | |||||||||||
| Buildings and building improvements | |||||||||||
| Software | |||||||||||
| Office equipment | |||||||||||
| Plant equipment | |||||||||||
| Land | |||||||||||
Construction in progress (1) | |||||||||||
| Other | |||||||||||
| Subtotal property and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
(1) Construction in progress primarily includes costs incurred for leasehold improvements and in-store fixtures and displays not yet placed in use.
Depreciation expense related to property and equipment for the three and six months ended September 30, 2026 was $24.4 million and $49.8 million, respectively (three and six months ended September 30, 2025: $26.9 million and $55.6 million, respectively). During the six months ended September 30, 2026, the Company retired $56.0
NOTE 4. LEASES | ||
The Company enters into operating leases domestically and internationally for certain warehouse space, office facilities, space for its Brand and Factory House stores, and certain equipment under non-cancelable operating leases. The leases expire at various dates through 2038. Short-term lease payments were not material for the periods presented.
Lease Costs and Other Information
The Company recognizes lease expense on a straight-line basis over the lease term. There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases. Operating and variable lease costs are included on the Company's Condensed Consolidated Statements of Operations within (i) selling, general and administrative expenses, (ii) restructuring charges, for certain operating and variable lease costs relating to restructured facilities; and (iii) other income (expense), for certain operating and variable lease costs relating to lease assets held for sublet purposes and other non-operational facilities. The following table presents total operating and variable lease costs for the periods indicated:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease costs | $ | $ | $ | $ | |||||||||||||||||||
The Company subleases certain excess office facilities, retail space and warehouse space to third parties. Sublease income for the three and six months ended September 30, 2026 was $2.5 million and $4.9 million, respectively (three and six months ended September 30, 2025: $3.1 million and $6.4 million, respectively).
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The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Weighted average remaining lease term (in years) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
Supplemental Cash Flow Information
The following table presents supplemental information relating to cash flows arising from lease transactions:
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating cash outflows from operating leases | $ | $ | |||||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
Maturity of Lease Liabilities
The following table presents the future minimum lease payments under the Company's operating lease liabilities as of September 30, 2026:
| Fiscal year ending March 31, | |||||
| 2027 (six months ending) | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| 2032 and thereafter | |||||
| Total lease payments | $ | ||||
| Less: Interest | |||||
| Total present value of lease liabilities | $ | ||||
As of September 30, 2026, the Company has additional operating lease obligations that have not yet commenced of approximately $6.2 million, which are not reflected in the table above.
NOTE 5. GOODWILL | ||
The following table summarizes changes in the carrying amount of the Company's goodwill by reportable segment as of the periods indicated:
| North America | EMEA | Asia-Pacific | Total | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| Effect of currency translation adjustment | ( | ||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
NOTE 6. SUPPLY CHAIN FINANCE PROGRAM | ||
The Company facilitates a supply chain finance program, administered through third-party platforms, which provides participating suppliers with the opportunity to finance payments due from the Company with certain third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of the Company prior to their scheduled due dates at a discounted price with the participating financial institution.
The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under the Company’s are included within accounts payable on
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the Condensed Consolidated Balance Sheets and within operating activities on the Condensed Consolidated Statements of Cash Flows.
The Company’s outstanding payment obligations under this program were $210.4 million as of September 30, 2026 (March 31, 2026: $153.1 million).
NOTE 7. CREDIT FACILITY AND OTHER LONG-TERM DEBT | ||
| September 30, 2026 | March 31, 2026 | ||||||||||
| Credit Facility | $ | $ | |||||||||
| Total principal payments due | |||||||||||
| Unamortized debt discount on Senior Notes due 2026 | ( | ||||||||||
| Unamortized debt issuance costs - Credit facility | ( | ( | |||||||||
| Unamortized debt issuance costs - Senior Notes due 2026 | ( | ||||||||||
| Unamortized debt issuance costs - Senior Notes due 2030 | ( | ( | |||||||||
| Total amount outstanding | |||||||||||
| Less: | |||||||||||
| Current portion of long-term debt: | |||||||||||
| Unamortized debt discount on Senior Notes due 2026 | ( | ||||||||||
| Unamortized debt issuance costs - Senior Notes due 2026 | ( | ||||||||||
| Total current portion of long-term debt | |||||||||||
| Total non-current portion of long-term debt | $ | $ | |||||||||
Credit Facility
In March 2019, the Company entered into an amended and restated credit agreement by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (the "credit agreement"). In August 2026, the Company entered into the ninth amendment to the credit agreement (the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for an aggregate $1.1 billion of revolving credit commitments that has a term that ends on June 16, 2030, with permitted extensions under certain circumstances and subject to a springing maturity of 91 days prior to June 16, 2030 if, on such date, the Senior Notes due 2030 (as defined below) have not been refinanced.
During the six months ended September 30, 2026, the Company borrowed $200.0 million and made repayments of $210.0 million under the revolving credit facility. As of September 30, 2026, $190.0 million remained outstanding at a weighted average interest rate of 4.98 %.
At the Company's request and a lender's consent, commitments under the amended credit agreement may be increased by up to an amount equal to (x) the greater of (i) $400.0 million and (ii) 100 % of consolidated EBITDA plus (y) an unlimited amount so long as, after giving effect to the relevant increase, the secured leverage ratio (calculated as set forth in the amended credit agreement) does not exceed 2.50 to 1.00 in aggregate, subject to certain conditions as set forth in the amended credit agreement. Incremental borrowings are uncommitted and the availability thereof will depend on market conditions at the time the Company seeks to incur such borrowings.
Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2026, $45.1 million of letters of credit were outstanding (March 31, 2026: $45.5 million).
The obligations of the Company under the amended credit agreement are guaranteed by certain domestic significant subsidiaries of Under Armour, Inc., subject to customary exceptions (the "subsidiary guarantors") and primarily secured by a first-priority security interest in substantially all of the assets of Under Armour, Inc. and the
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subsidiary guarantors, excluding real property, capital stock in and debt of subsidiaries of Under Armour, Inc. holding certain real property and other customary exceptions. The amended credit agreement provides for the permanent fall away of guarantees and collateral upon the Company's achievement of investment grade rating from two rating agencies.
The Company's subsidiaries Under Armour Europe B.V., Under Armour Asia Limited and Under Armour Global Limited are foreign subsidiary borrowers under the amended credit agreement. The Company has guaranteed the obligations of the foreign subsidiary borrowers under the revolving credit facility, but the foreign subsidiary borrowers have not guaranteed the obligations of the other borrowers or provided any collateral to secure the obligations under the revolving credit facility.
The amended credit agreement contains negative covenants that, subject to significant exceptions, limit the Company's ability to, among other things: incur additional secured and unsecured indebtedness; pledge assets as security; make investments, loans, advances, guarantees and acquisitions (including investments in and loans to non-guarantor subsidiaries); undergo fundamental changes; sell assets outside the ordinary course of business; enter into transactions with affiliates; and make restricted payments.
The Company is also required to maintain a ratio of consolidated EBITDA to consolidated interest expense of not less than 3.00 to 1.00 (the "interest coverage covenant") and the Company is not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.75 to 1.00, or, at the election of the Company during a fiscal quarter in which a permitted acquisition with a cash purchase price exceeding $100.0 million is consummated, 4.25 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. The Company was in compliance with the applicable covenants as of September 30, 2026.
In addition, the amended credit agreement contains events of default that are customary for a facility of this nature, and includes a cross default provision whereby an event of default under other material indebtedness, as defined in the amended credit agreement, will be considered an event of default under the amended credit agreement.
Borrowings under the amended credit agreement bear interest at a rate per annum equal to, at the Company's option, either (a) an alternate base rate (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euro or Japanese Yen) or (c) a "risk free" rate (for borrowings in U.S. dollars or Pounds Sterling), plus in each case an applicable margin. The applicable margin for loans will be adjusted by reference to a grid (the "pricing grid") based on the leverage ratio of consolidated total indebtedness to consolidated EBITDA and ranges between 1.00 % to 1.75 % (or, in the case of alternate base loans, 0.00 % to 0.75 %). The Company will also pay a commitment fee determined in accordance with the pricing grid on the average daily unused amount of the revolving credit facility and certain fees with respect to letters of credit. As of September 30, 2026, the commitment fee was 20.0 basis points.
In June 2016, the Company issued $600.0 million in aggregate principal amount of 3.25 % senior unsecured notes, which matured on June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 bore interest at a fixed rate of 3.25 % per annum, which was payable semi-annually on June 15 and December 15 beginning on December 15, 2016. The Company incurred and deferred $5.4 million in financing costs in connection with the Senior Notes due 2026.
In August 2025, using the net proceeds from the Senior Notes due 2030 (as defined below), together with borrowings under the amended credit agreement and cash on hand, the Company satisfied and discharged the Senior Notes due 2026 by irrevocably depositing funds in an amount sufficient to satisfy all remaining principal and interest payments. These funds were deposited with Wilmington Trust, National Association as trustee under the indenture dated as of June 13, 2016, as supplemented by First Supplemental Indenture dated as of June 13, 2016 (the "Indenture"). The satisfaction and discharge represented an in-substance defeasance (as defined under ASC Topic 405 "Liabilities"). Therefore, the Senior Notes due 2026 and the related trust assets remained on the Company’s Consolidated Balance Sheets until they matured on June 15, 2026, at which time the deposited funds were used to settle all remaining principal and interest payments to holders of the Senior Notes due 2026.
In June 2025, the Company issued $400.0 million in aggregate principal amount of 7.25 % senior unsecured notes due July 15, 2030 (the "Senior Notes due 2030"). The Senior Notes due 2030 are guaranteed on a senior unsecured basis by the Company's subsidiary guarantors that provide guarantees under the amended credit
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agreement. The Senior Notes due 2030 bear interest at a fixed rate of 7.25 % per annum, payable semi-annually in arrears on January 15 and July 15 beginning on January 15, 2026. The Company may redeem some or all of the Senior Notes due 2030 at any time, or from time to time, at the redemption prices described in the indenture governing the Senior Notes due 2030. The Company incurred and deferred $5.8 million in financing costs in connection with the Senior Notes due 2030.
The indenture governing the Senior Notes due 2030 contains negative covenants that limit the Company's and certain of its subsidiaries' ability to engage in certain transactions, including the Company's ability to create or incur certain liens and engage in sale leaseback transactions, and are subject to material exceptions described in the indenture governing the Senior Notes due 2030. The Company's debt securities further include provisions which may require us to repurchase our debt securities at a premium upon certain change of control events.
Interest Expense
Interest expense, which includes amortization of deferred financing costs, bank fees, capitalized interest for long term property and equipment projects and interest expense under the credit and other long-term debt facilities, including defeased debt, was $12.4 million and $28.0 million for the three and six months ended September 30, 2026, respectively (three and six months ended September 30, 2025: $14.9 million and $21.7 million, respectively).
Maturity of Long-Term Debt
The following are the scheduled maturities of long-term debt as of September 30, 2026:
| Fiscal year ending March 31, | |||||
| 2027 (six months ending) | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| 2032 and thereafter | |||||
| Total scheduled maturities of long-term debt | $ | ||||
NOTE 8. COMMITMENTS AND CONTINGENCIES | ||
Indemnifications
In connection with various contracts and agreements, the Company has agreed to indemnify counterparties against certain third party claims relating to the infringement of intellectual property rights and other items. Generally, such indemnification obligations do not apply in situations in which the counterparties are grossly negligent, engage in willful misconduct, or act in bad faith. Based on the Company’s historical experience and the estimated probability of future loss, the Company has determined that the fair value of such indemnifications is not material to its consolidated financial position or results of operations.
Litigation
From time to time, the Company is involved in litigation and other proceedings, including matters related to commercial and intellectual property disputes, as well as trade, regulatory and other claims related to its business. Other than as described below, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business. However, the matters described below, if decided adversely to or settled by the Company, could result, individually or in the aggregate, in a liability material to the Company's consolidated financial position, results of operations or cash flows.
Contingencies
In accordance with ASC Topic 450 “Contingencies” (“Topic 450”), the Company establishes accruals for contingencies when (i) the Company believes it is probable that a loss will be incurred and (ii) the amount of the loss
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can be reasonably estimated. If the reasonable estimate is a range, the Company will accrue the best estimate in that range; where no best estimate can be determined, the Company will accrue the minimum. Legal proceedings and other contingencies for which no accrual has been established are disclosed to the extent required by Topic 450.
From time to time, the Company’s view regarding probability of loss with respect to outstanding legal proceedings will change, proceedings for which the Company is able to estimate a loss or range of loss will change, and the estimates themselves will change. In addition, while many matters presented in financial disclosures involve significant judgment and may be subject to significant uncertainties, estimates with respect to legal proceedings are subject to particular uncertainties. Other than as described below, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business.
In connection with previously disclosed and now concluded matters, including a consolidated securities class action (the "Consolidated Securities Action"), shareholder derivative lawsuits and government investigations, the Company provided notice of claims under multiple director and officer liability insurance policy periods. While the Company’s director and officer insurance carriers from each policy period have funded a portion of the payment in connection with the previously disclosed settlement of the Consolidated Securities Action, the Company remains in litigation with certain of its insurance carriers regarding coverage with respect to one of these policy periods. On January 20, 2026, the U.S. Court of Appeals for the Fourth Circuit issued a decision requiring the Company to repay $90 million of insurance proceeds previously funded by the insurance carriers for the settlement amount and defense costs from the Consolidated Securities Action. The Company filed a petition for rehearing, which was denied. The Company repaid the $90 million during Fiscal 2026. The case was remanded to the U.S. District Court for the District of Maryland for further proceedings, including a ruling on the insurance carriers' request for prejudgment interest totaling $8.5 million. On July 7, 2026, the District Court denied the carriers' request. Five of the insurance carriers have appealed the District Court ruling. As of September 30, 2026, the Company has accrued $5.3 million in respect of these legal proceeding contingencies within accrued expenses on the Condensed Consolidated Balance Sheets.
IEEPA Tariffs
On February 20, 2026, the U.S. Supreme Court issued a ruling, which invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). In April 2026, the IEEPA refund process was launched and the Company started evaluating and, where appropriate, pursuing potential reimbursement of certain IEEPA tariffs previously paid. As of September 30, 2026, the Company has received approximately $117 million in cash refunds. As a result, during the six months ended September 30, 2026, the Company recognized a net benefit of approximately $70 million in cost of goods sold related to the recovery of tariff costs previously recognized during Fiscal 2026. Additional tariff recoveries recognized primarily offset tariff costs associated with inventory sold during the current fiscal year and therefore did not result in an incremental net benefit to cost of goods sold.
NOTE 9. STOCKHOLDERS' EQUITY | ||
The Company's Class A Common Stock and Class B Convertible Common Stock have an authorized number of 400.0 million shares and 34.45 million shares, respectively, and each have a par value of $0.0003 one vote per share and holders of Class B Convertible Common Stock are entitled to 10 votes per share on all matters submitted to a stockholder vote. Class B Convertible Common Stock may only be held by Kevin Plank, the Company's founder, President and Chief Executive Officer, or a related party of Mr. Plank, as defined in the Company's charter. As a result, Mr. Plank has a majority voting control over the Company. Upon the transfer of shares of Class B Convertible Common Stock to a person other than Mr. Plank or a related party of Mr. Plank, the shares automatically convert into shares of Class A Common Stock on a one -for-one basis. In addition, all of the outstanding shares of Class B Convertible Common Stock will automatically convert into shares of Class A Common Stock on a one -for-one basis upon the death or disability of Mr. Plank or on the record date for any stockholders' meeting upon which the shares of Class A Common Stock and Class B Convertible Common Stock beneficially owned by Mr. Plank is less than 15 % of the total shares of Class A Common Stock and Class B Convertible Common Stock outstanding or upon the other events specified in the Class C Articles Supplementary to the
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Company's charter as documented below. Holders of the Company's common stock are entitled to receive dividends when and if authorized and declared out of assets legally available for the payment of dividends.
The Company's Class C Common Stock has an authorized number of 400.0 million shares and has a par value of $0.0003 1/3 per share as of September 30, 2026. The terms of the Class C Common Stock are substantially identical to those of the Company's Class A Common Stock, except that the Class C Common Stock has no voting rights (except in limited circumstances), will automatically convert into Class A Common Stock under certain circumstances and includes provisions intended to ensure equal treatment of Class C Common Stock and Class B Convertible Common Stock in certain corporate transactions, such as mergers, consolidations, statutory share exchanges, conversions or negotiated tender offers, and including consideration incidental to these transactions.
Share Repurchase Program
On May 15, 2024, the Company's Board of Directors authorized the Company to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of the Company's Class C Common Stock through May 31, 2027. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, the Company's financial condition, results of operations, liquidity and other factors.
As of the date of this Quarterly Report on Form 10-Q, the Company has repurchased a total of $115 million or 18.0 million outstanding shares of its Class C Common Stock, leaving approximately $385 million remaining under its current share repurchase program.
NOTE 10. REVENUES | ||
The following tables summarize the Company's net revenues, disaggregated by product category and distribution channels:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues by product category: | |||||||||||||||||||||||
| Apparel | $ | $ | $ | $ | |||||||||||||||||||
| Footwear | |||||||||||||||||||||||
| Accessories | |||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| License revenues | |||||||||||||||||||||||
| Corporate Other | ( | ( | ( | ( | |||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | |||||||||||||||||||
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| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenues by distribution channel: | |||||||||||||||||||||||
| Wholesale | $ | $ | $ | $ | |||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| License revenues | |||||||||||||||||||||||
| Corporate Other | ( | ( | ( | ( | |||||||||||||||||||
| Total net revenues | $ | $ | $ | $ | |||||||||||||||||||
In accordance with ASC Topic 606 "Revenue from Contracts with Customers", the Company recognizes revenue when it satisfies its performance obligations by transferring control of promised products or services to its customers, which occurs either at a point in time or over time, depending on when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services.
The Company records reductions to revenue for estimated customer returns, allowances, markdowns and discounts. These reserves are included within customer refund liability and the value of the inventory associated with reserves for sales returns are included within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. The following table presents the customer refund liability, as well as the associated value of inventory for the periods indicated:
| September 30, 2026 | March 31, 2026 | ||||||||||
| Customer refund liability | $ | $ | |||||||||
| Inventory associated with reserves for sales returns | $ | $ | |||||||||
Contract Liabilities
Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional, before the transfer of a good or service to the customer, and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's contract liabilities primarily consist of (i) gift cards, which are included in accrued expenses on the Company's Condensed Consolidated Balance Sheets, and (ii) points associated with the loyalty programs and payments received in advance of revenue recognition for royalty arrangements, which are included in other current liabilities on the Company's Condensed Consolidated Balance Sheets.
The following table summarizes the change in the contract liabilities balance during the six months ended September 30, 2026, which primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.
| Total Contract Liabilities | |||||
| Balance as of March 31, 2026 | $ | ||||
| Revenues deferred | |||||
Revenues recognized (1)(2) | ( | ||||
| Foreign exchange and other | ( | ||||
| Balance as of September 30, 2026 | $ | ||||
(1) Includes approximately $3.8 million of revenue from gift cards, including breakage, that were previously included in contract liabilities as of March 31, 2026.
(2) Loyalty points are not separately identifiable and therefore revenues recognized from the redemption of loyalty points consists of both points that were included in the liability balance at the beginning of the period and those that were issued during the period.
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NOTE 11. RESTRUCTURING AND RELATED CHARGES | ||
During Fiscal 2025, the Company's Board of Directors approved a restructuring plan (the "2025 restructuring plan"), designed to strengthen and support the Company's financial and operational efficiencies. On May 11, 2026, the Company's Board of Directors approved an increase of up to $50 million of additional charges. The 2025 restructuring plan now is expected to include up to $305 million of pre-tax restructuring and related charges, consisting of:
•Up to $139 million in cash charges, including approximately $46 million in employee severance and benefits costs and $93 million related to various transformational initiatives; and
•Up to $166 million in non-cash charges, including approximately $7 million in employee severance and benefits costs, and $159 million in contract terminations, facility, software, and other asset-related charges and impairments.
As of September 30, 2026, the Company has recorded $279.7 million of restructuring and related charges under the 2025 restructuring plan. The 2025 restructuring plan is expected to be substantially complete by December 31, 2026.
Restructuring and related charges are excluded from the Company's segment profitability measures. The Company reports restructuring and related charges within Corporate Other, which is designed to provide increased transparency and comparability of operating segments' performance. The restructuring and related charges for the three months ended September 30, 2026 included $10.9 million relating to North America, $1.6 million relating to EMEA and $0.8 million relating to Asia-Pacific. The restructuring and related charges for the six months ended September 30, 2026 primarily included $17.5 million relating to North America and $1.3 million relating to Asia-Pacific. The restructuring and related charges for the three and six months ended September 30, 2025 were primarily related to North America.
The following table summarizes the costs recorded during the periods indicated in connection with the 2025 restructuring plan:
| Three Months Ended September 30, | Six Months Ended September 30, | Estimated Restructuring and Related Charges | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Remaining to be incurred | Total to be incurred | ||||||||||||||||||||||||||||||
| Costs recorded in cost of goods sold: | |||||||||||||||||||||||||||||||||||
| Inventory-related costs | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Total costs recorded in cost of goods sold | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Costs recorded in restructuring charges: | |||||||||||||||||||||||||||||||||||
| Employee-related costs | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Facility-related costs(1) | |||||||||||||||||||||||||||||||||||
| Other restructuring costs | |||||||||||||||||||||||||||||||||||
| Total costs recorded in restructuring charges | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Costs recorded in selling, general and administrative expenses: | |||||||||||||||||||||||||||||||||||
| Employee-related costs | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Other transformation initiatives | |||||||||||||||||||||||||||||||||||
| Total costs recorded in selling, general and administrative expenses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Total restructuring and related charges | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Facility-related costs for the three and six months ended September 30, 2025 includes an impairment charge of $15.9
Restructuring and related charges and recoveries require the Company to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. The restructuring reserve is recorded within current liabilities on the Condensed Consolidated Balance Sheets. On a
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quarterly basis, the Company conducts an evaluation of the related liabilities and expenses and revises its assumptions and estimates as appropriate, as new or updated information becomes available.
A summary of the activity in the related to the Company's 2025 restructuring plan for the six months ended September 30, 2026 is as follows:
| Employee-Related Costs | Facility-Related Costs | Other Restructuring Related Costs | Total | ||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Net additions (recoveries) charged to expense (1) | |||||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | |||||||||||||||||||
| Foreign exchange and other | |||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1) Amount excludes non-cash charges of $7.1 million, primarily facility-related, that were recorded during the six months ended September 30, 2026.
NOTE 12. STOCK-BASED COMPENSATION | ||
The Under Armour, Inc. Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan as amended (the "2005 Plan") provides for the issuance of stock options, restricted stock, restricted stock units and other equity awards to officers, directors, key employees and other persons. The 2005 Plan terminates in 2036. As of September 30, 2026, 8.4 million Class A shares and 30.2 million Class C shares are available for future grants of awards under the 2005 Plan.
Awards Granted to Employees and Non-Employee Directors
Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three and six months ended September 30, 2026 was $11.0 million and $22.1 million, respectively (three and six months ended September 30, 2025: $11.2 million and $21.9 million, respectively). As of September 30, 2026, the Company had $85.0 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.29 years. The unrecognized expense does not include any expense related to performance-based restricted stock unit awards for which the performance targets have been deemed improbable as of September 30, 2026. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards.
Employee Stock Compensation Plan
Stock options, restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a period of to five years . The contractual term for stock options is generally 10 years from the date of grant. The Company generally receives a tax deduction for any ordinary income recognized by a participant in respect to an award under the 2005 Plan.
Non-Employee Director Compensation Plan
The Company's Non-Employee Director Compensation Plan (the "Director Compensation Plan") provides for cash compensation and equity awards to non-employee directors of the Company under the 2005 Plan. Non-employee directors have the option to defer the value of their annual cash retainers as deferred stock units in accordance with the Under Armour, Inc. Non-Employee Deferred Stock Unit Plan (the "DSU Plan"). Each new non-employee director receives an award of restricted stock units upon the initial election to the Board of Directors, with the units covering stock valued at $100 thousand on the grant date and vesting in three equal annual installments. In addition, each non-employee director receives, following each annual stockholders' meeting, a grant under the 2005 Plan of restricted stock units covering stock valued at $150 thousand on the grant date. Each award vests 100 % on the date of the next annual stockholders' meeting following the grant date.
The receipt of the shares otherwise deliverable upon vesting of the restricted stock units automatically defers into deferred stock units under the DSU Plan. Under the DSU Plan each deferred stock unit represents the Company’s obligation to issue one share of the Company's Class A or Class C Common Stock with the shares delivered six months following the termination of the director's service. The Company had 1.6 million deferred stock units outstanding as of September 30, 2026.
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Employee Stock Purchase Plan
The Company's Employee Stock Purchase Plans (the "ESPPs") allow for the purchase of Class A Common Stock and Class C Common Stock by all eligible employees at a 15 % discount from fair market value subject to certain limits as defined in the ESPPs. As of September 30, 2026, the Company had 2.7 million Class A shares and 1.5 million Class C shares available for future purchases under the ESPPs. During the three and six months ended September 30, 2026, 0.1 million and 0.2 million Class C shares were purchased under the ESPPs, respectively (three and six months ended September 30, 2025: 0.2 million and 0.3 million Class C shares, respectively).
Awards granted to Certain Marketing and Other Partners
In addition to the plans discussed above, the Company may also, from time to time, issue deferred stock units or restricted stock units to certain marketing and other partners in connection with their entering into endorsement or other service agreements with the Company. The terms of each agreement set forth the number of units to be granted and the delivery dates for the shares, which range over a multi-year period, depending on the contract. Total stock-based compensation expense related to these awards for the three and six months ended September 30, 2026 was $0.1 million and $0.4 million, respectively (three and six months ended September 30, 2025: $1.6 million and $3.4 million, respectively). As of September 30, 2026, the Company had $0.6 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 1.01 years.
Summary by Award Classification:
Stock Options
A summary of the Company's stock options activity for the six months ended September 30, 2026 is presented below:
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Total Intrinsic Value | ||||||||||||||||||||
Outstanding as of March 31, 2026 | $ | $ | |||||||||||||||||||||
| Granted, at fair market value | — | ||||||||||||||||||||||
| Exercised | — | — | |||||||||||||||||||||
| Forfeited or expired | — | — | |||||||||||||||||||||
Outstanding as of September 30, 2026 | $ | $ | |||||||||||||||||||||
Exercisable as of September 30, 2026 | $ | $ | |||||||||||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair market value of stock option awards. The expected life of stock options is calculated using the "simplified method", which is equal to the time from grant to the midpoint between the vesting date and contractual term, taking into account all vesting tranches. The risk free interest rate is based on the yield for the U.S. Treasury bill with a maturity equal to the expected life of the stock option. Expected volatility is based on the Company's historical average.
The following table summarizes the weighted-average fair value of stock options granted and weighted-average assumptions used for the periods presented. No
| Six Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Weighted-average fair value of stock options granted | $ | $ | |||||||||
| Weighted-average assumptions used: | |||||||||||
| Expected volatility | % | % | |||||||||
| Expected dividend yield | % | % | |||||||||
| Expected life | |||||||||||
| Risk-free rate | % | % | |||||||||
| Exercise price | $ | $ | |||||||||
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Restricted Stock and Restricted Stock Unit Awards
A summary of the Company's restricted stock and restricted stock unit awards activity for the six months ended September 30, 2026 is presented below:
Number of Restricted Shares | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding as of March 31, 2026 | $ | ||||||||||
| Granted | |||||||||||
Forfeited(1) | ( | ||||||||||
| Vested | ( | ||||||||||
Outstanding as of September 30, 2026 | $ | ||||||||||
(1) Includes 0.8 million of performance-based restricted stock units awarded to certain executives and key employees under the 2005 Plan during Fiscal 2024, which have been fully forfeited due to the failure to meet the financial performance conditions.
The awards outstanding as of September 30, 2026 in the table above includes the following performance-based restricted stock units that were awarded to certain executives and key employees under the 2005 Plan:
•1.0 million performance-based restricted stock units, granted during Fiscal 2027, with a weighted average fair value of $4.96 . These awards have financial performance conditions with vesting that is tied to the achievement of certain Fiscal 2027 revenue and operating income targets. As of September 30, 2026, the Company deemed the achievement of certain of the targets for these awards to be probable and as such, recorded stock-based compensation expense of $0.7 million and $1.1 million during the three and six months ended September 30, 2026, respectively.
•2.2 million of performance-based restricted stock unit awards with market conditions that were awarded to the Company's President and CEO under the 2005 Plan during Fiscal 2027. These awards have a weighted average fair value of $4.41 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model.
•2.0 million of performance-based restricted stock unit awards with market conditions that were awarded to the Company's President and CEO under the 2005 Plan during Fiscal 2026. These awards have a weighted average fair value of $4.52 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model.
•2.0 million of performance-based restricted stock unit awards with market conditions that were awarded to the Company's President and CEO under the 2005 Plan during Fiscal 2025. These awards have a weighted average fair value of $4.13 and have vesting that is tied to the achievement of certain stock price targets for the Company's Class C Common Stock. The fair value of these awards was determined on the grant date using a Monte Carlo simulation model.
The Company assesses the probability of the achievement of the revenue and operating income targets at the end of each reporting period and based on that assessment cumulative adjustments may be recorded in future periods.
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NOTE 13. FAIR VALUE MEASUREMENTS | ||
Fair value is defined as the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting guidance outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures, and prioritizes the inputs used in measuring fair value as follows:
| Level 1: | Observable inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | ||||
| Level 2: | Inputs, other than quoted prices in active markets included within level 1, that are directly or indirectly observable. | ||||
| Level 3: | Unobservable inputs for which there is little or no market data and which require the reporting entity to develop its own assumptions. | ||||
Financial assets and liabilities measured at fair value on a recurring basis
The Company's financial assets (liabilities) measured at fair value on a recurring basis consisted of the following types of instruments as of the following periods:
| September 30, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
Derivative foreign currency contracts (Note 14) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Deferred Compensation Plan obligations | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
TOLI policies held by the Rabbi Trust | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Restricted investments (captive insurance program) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Fair values of the financial assets and liabilities listed above are determined using inputs that use as their basis readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers. The foreign currency contracts represent unrealized gains and losses on derivative contracts, which is the net difference between the U.S. dollar value to be received or paid at the contract's settlement date and the U.S. dollar value of the foreign currency to be sold or purchased at the current market exchange rate.
The Company offers the Under Armour, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") which allows a select group of management or highly compensated employees, as approved by the Human Capital and Compensation Committee of the Board of Directors, to make an annual base salary and/or bonus deferral for each year. The Deferred Compensation Plan obligations are included in other long-term liabilities on the Condensed Consolidated Balance Sheets.
The Company established a Rabbi Trust to fund obligations to participants in the Deferred Compensation Plan. The assets held in the Rabbi Trust, which are trust owned life insurance ("TOLI") policies, are consolidated and are included in other long-term assets on the Condensed Consolidated Balance Sheets. The fair value of the TOLI policies are based on the cash-surrender value of the life insurance policies, which are invested primarily in mutual funds and a separately managed fixed income fund. These investments are initially made in the same funds and purchased in substantially the same amounts as the selected investments of participants in the Deferred Compensation Plan, which represent the underlying liabilities to participants. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants' selected investments.
The Company also holds certain restricted investments relating to its captive insurance program, which are measured at fair value using level 2 inputs. The fair value of these investments are included in other current assets and other long-term assets on the Condensed Consolidated Balance Sheets.
Fair value of Long-Term Debt
The estimated fair value of the Company's long-term debt is based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). As of September 30, 2026, the estimated fair value of the Company's Senior Notes was $387.9 million (March 31, 2026: $1,002.6 million). The
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carrying value of amounts outstanding on the Company's revolving credit facility approximates fair value due to the variable nature of interest rates and current market rates available to the Company.
As previously disclosed, the Company held restricted investments in U.S. dollar-denominated non-callable government securities, consisting of United States Treasury Bills, which were irrevocably transferred to an escrow trust account to satisfy and discharge the Company’s Senior Notes due 2026. These investments, which were included within restricted investments on the Consolidated Balance Sheets as of March 31, 2026, were not remeasured to fair value since its carrying value approximates fair value based on the nature of the investment being a short-term fixed income security. As of March 31, 2026, the carrying value was $605.4 million. The Company recorded $4.4 million of interest income relating to these investments during the three months ended June 30, 2026. On June 15, 2026, upon maturity, funds from these investments were used to settle all remaining principal and interest payments to holders of the Senior Notes due 2026.
Assets and liabilities measured at fair value on a non-recurring basis
Certain assets are not remeasured to fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets and goodwill that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.
NOTE 14. RISK MANAGEMENT AND DERIVATIVES | ||
The Company is exposed to global market risks, including the effects of changes in foreign currency and interest rates. The Company uses derivative instruments to manage financial exposures that occur in the normal course of business and does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives as hedging instruments in accordance with ASC Topic 815 "Derivatives and Hedging". The Company formally documents all relationships between designated hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to forecasted cash flows and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.
The Company's foreign exchange risk management program consists of designated cash flow hedges and undesignated hedges. As of September 30, 2026, the Company has hedge instruments primarily for Euro/U.S. Dollar, British Pound/U.S. Dollar, U.S. Dollar/Chinese Renminbi, U.S. Dollar/Canadian Dollar, U.S. Dollar/Mexican Peso, U.S. Dollar/South Korean Won and U.S. Dollar/Japanese Yen currency pairs.
All derivatives are recognized on the Condensed Consolidated Balance Sheets at fair value and are classified based on the instrument's maturity date. The following table presents the fair value of the Company's foreign currency contracts within the respective line items on the Condensed Consolidated Balance Sheets. Refer to Note 13 to these Condensed Consolidated Financial Statements for a discussion of the fair value measurements.
| September 30, 2026 | March 31, 2026 | ||||||||||
| Derivatives designated as hedging instruments | |||||||||||
| Prepaid expenses and other current assets, net | $ | $ | |||||||||
| Other long-term assets | |||||||||||
| Total derivative assets designated as hedging instruments | $ | $ | |||||||||
| Other current liabilities | $ | $ | |||||||||
| Other long-term liabilities | |||||||||||
| Total derivative liabilities designated as hedging instruments | $ | $ | |||||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Prepaid expenses and other current assets, net | $ | $ | |||||||||
| Total derivative assets not designated as hedging instruments | $ | $ | |||||||||
| Other current liabilities | $ | $ | |||||||||
| Total derivative liabilities not designated as hedging instruments | $ | $ | |||||||||
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The following table presents the amounts included on the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | Gain (Loss) on Cash Flow Hedge Activity | Total | Gain (Loss) on Cash Flow Hedge Activity | Total | Gain (Loss) on Cash Flow Hedge Activity | Total | Gain (Loss) on Cash Flow Hedge Activity | ||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | ( | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
The following tables present the amounts affecting the Condensed Consolidated Statements of Comprehensive Income (Loss) from derivatives designated as cash flow hedges:
| Balance as of June 30, 2026 | Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives | Amount of gain (loss) reclassified from other comprehensive income (loss) into income | Balance as of September 30, 2026 | ||||||||||||||||||||
| Foreign currency contracts | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest rate swaps | ( | ( | |||||||||||||||||||||
| Total designated as cash flow hedges | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Balance as of June 30, 2025 | Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives | Amount of gain (loss) reclassified from other comprehensive income (loss) into income | Balance as of September 30, 2025 | ||||||||||||||||||||
| Foreign currency contracts | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Interest rate swaps | ( | ( | ( | ||||||||||||||||||||
| Total designated as cash flow hedges | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Balance as of March 31, 2026 | Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives | Amount of gain (loss) reclassified from other comprehensive income (loss) into income | Balance as of September 30, 2026 | ||||||||||||||||||||
| Foreign currency contracts | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Interest rate swaps | ( | ( | |||||||||||||||||||||
| Total designated as cash flow hedges | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Balance as of March 31, 2025 | Amount of gain (loss) recognized in other comprehensive income (loss) on derivatives | Amount of gain (loss) reclassified from other comprehensive income (loss) into income | Balance as of September 30, 2025 | ||||||||||||||||||||
| Foreign currency contracts | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Interest rate swaps | ( | ( | ( | ||||||||||||||||||||
| Total designated as cash flow hedges | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
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The following table presents the amounts included on the Condensed Consolidated Statements of Operations in which the effects of undesignated derivative instruments are recorded and the effects of fair value hedge activity on these line items:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | Gain (Loss) on Fair Value Hedge Activity | Total | Gain (Loss) on Fair Value Hedge Activity | Total | Gain (Loss) on Fair Value Hedge Activity | Total | Gain (Loss) on Fair Value Hedge Activity | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
Cash Flow Hedges
The Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates relating to transactions generated by its international subsidiaries in currencies other than their local currencies. These gains and losses are driven by non-functional currency generated revenue, non-functional currency inventory purchases and certain other intercompany transactions. The Company enters into foreign currency contracts to reduce the risk associated with the foreign currency exchange rate fluctuations on these transactions. Certain contracts are designated as cash flow hedges. As of September 30, 2026, the aggregate notional value of the Company's outstanding cash flow hedges was $1,278.7 million (March 31, 2026: $1,450.4 million), with contract maturities ranging from to twenty-four months .
The Company may enter into long-term debt arrangements with various lenders which bear a range of fixed and variable rates of interest. The nature and amount of the Company's long-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. The Company may elect to enter into interest rate swap contracts to reduce the impact associated with interest rate fluctuations. The interest rate swap contracts are accounted for as cash flow hedges. Refer to Note 7 to these Condensed Consolidated Financial Statements for a discussion of long-term debt.
For contracts designated as cash flow hedges, the changes in fair value are reported as other comprehensive income (loss) and are recognized in current earnings in the period or periods during which the hedged transaction affects current earnings. Effective hedge results are classified on the Condensed Consolidated Statements of Operations in the same manner as the underlying exposure.
During the six months ended September 30, 2026, the Company unwound certain derivative instruments previously designated as cash flow hedges. The pre-tax losses of $2.0 million, which had been recorded in other comprehensive income prior to the de-designation of the derivative instruments, were recognized in earnings during the six months ended September 30, 2026.
Undesignated Derivative Instruments
The Company has entered into foreign exchange forward contracts to mitigate the change in fair value of specific assets and liabilities on the Condensed Consolidated Balance Sheets. Undesignated instruments are recorded at fair value as a derivative asset or liability on the Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in other expense, net, together with the re-measurement gain or loss from the hedged balance sheet position. As of September 30, 2026, the total notional value of the Company's outstanding undesignated derivative instruments was $725.2 million, of which $432.3 million is attributable to the Company transitioning the settlement date for newly entered undesignated derivative instruments from the last day of the month to the first day of the following month (March 31, 2026: $400.3 million).
Credit Risk
The Company enters into derivative contracts with major financial institutions with investment grade credit ratings and is exposed to credit losses in the event of non-performance by these financial institutions. This credit risk is generally limited to the unrealized gains in the derivative contracts. However, the Company monitors the credit quality of these financial institutions and considers the risk of counterparty default to be minimal.
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NOTE 15. PROVISION FOR INCOME TAXES | ||
The Company generally computes its quarterly income tax provision under the effective tax rate method by applying an estimated anticipated annual effective rate to the Company's year-to-date earnings, except for significant and unusual or extraordinary transactions. Losses from jurisdictions for which no benefit can be recognized are excluded from the overall computations of the estimated annual effective tax rate and a separate estimated annual effective tax rate is computed and applied to earnings in the loss jurisdiction. Income tax provision for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.
In instances where the estimated anticipated annual effective tax rate is hypersensitive to changes in forecasted annual pre-tax earnings, it can result in the annual effective tax rate method being deemed unreliable for quarterly financial reporting purposes. When this occurs, a discrete tax computation based on actual year-to-date results is the most appropriate method for computing income tax expense.
For the three and six months ended September 30, 2026, the Company concluded that a discrete computation of its tax expense was the most appropriate method. For the comparable three and six months ended September 30, 2025, the Company computed tax expense under the same discrete method.
The effective rates for income taxes were 98.6 % and 345.9 % for the three months ended September 30, 2026 and 2025, respectively. The decrease in the Company's effective tax rate was primarily driven by period over period changes in actual and forecasted pre-tax earnings and the reduced impact of global minimum taxes.
The effective rates for income taxes were 97.3 % and 1,121.3 % for the six months ended September 30, 2026 and 2025, respectively. The decrease in the Company's effective tax rate was primarily driven by period over period changes in actual pre-tax earnings and the reduced impact of global minimum taxes.
Valuation Allowance
ASC Topic 740 "Income Taxes" ("Topic 740") requires an evidence based approach when assessing the realizability of deferred tax assets and the need for valuation allowance reserves against those assets. On a quarterly basis, the Company considers available positive and negative evidence, including historical operating performance and expectations of future operating performance when assessing the need for valuation allowances. Topic 740 requires that if the weight of negative evidence is greater than positive evidence, a valuation allowance should be established, which increases income tax expense in the period when such a determination is made.
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of September 30, 2026, for all U.S. federal and majority of states, along with certain foreign taxing jurisdictions, the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these deferred tax assets and the Company has maintained valuation allowances against these assets. The Company will continue to evaluate its ability to realize its net deferred tax assets on a quarterly basis.
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NOTE 16. EARNINGS PER SHARE | ||
The following represents a reconciliation from basic net income (loss) per share to diluted net income (loss) per share:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common shares outstanding Class A, B and C - Basic | |||||||||||||||||||||||
Dilutive effect of Class A and C securities(1) | |||||||||||||||||||||||
| Weighted average common shares and dilutive securities outstanding Class A, B, and C - Diluted | |||||||||||||||||||||||
Class A and Class C securities excluded as anti-dilutive (2) | |||||||||||||||||||||||
| Net income (loss) per share of Class A, B and C common stock - Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) per share of Class A, B and C common stock - Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Effects of potentially dilutive securities are presented only in periods in which they are dilutive. No stock options or restricted stock units were included in the computation of diluted earnings per share during periods when the Company was in a net loss position, as their effect would be anti-dilutive. As a result, approximately 4.1 million of dilutive Class A and C securities were excluded from the computation of diluted earnings per share for the three months ended September 30, 2026 (2.4 million and 3.0 million of dilutive Class A and C securities for the three and six months ended September 30, 2025, respectively).
(2) Represents stock options and restricted stock units of Class A and Class C Common Stock outstanding that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.
NOTE 17. SEGMENT DATA | ||
The Company's operating segments are based on how the President and Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"), makes decisions about allocating resources and assessing performance.
The CODM receives discrete financial information for the Company's principal business by geographic region based on the Company's strategy of being a global brand. These geographic regions include North America, EMEA, Asia-Pacific and Latin America. Each geographic segment operates exclusively in one industry: the development, marketing and distribution of branded performance apparel, footwear and accessories.
The CODM uses operating income (loss) as the measure of profit or loss when making decisions about the allocation of resources to each operating segment during the annual budget and forecasting process, taking into consideration performance against management expectations and performance against other operating segment results. Segment assets and expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM.
The Company excludes certain corporate items from its segment profitability measures. The Company reports these items within Corporate Other, which is designed to provide increased transparency and comparability of the Company's operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global information technology, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; and (iii) certain foreign currency hedge gains and losses.
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The following tables summarize the Company's net revenues, significant expenses and operating income (loss) by its geographic segments, including a reconciliation to income before taxes. Other segment expenses generally include cost of goods sold, as well as selling, general and administrative costs including compensation-related expenses, facility-related expenses, selling and distribution expenses, consulting expenses, depreciation and amortization, bad debt, and other miscellaneous expenses. Intercompany balances are eliminated in consolidation and are not reviewed when evaluating segment performance.
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| North America | EMEA | Asia-Pacific | Latin America | Total Reportable Segments | Corporate Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising costs | |||||||||||||||||||||||||||||||||||||||||
Other segment expenses(1) | |||||||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Supplemental Information: | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Other segment expenses within Corporate Other includes $13.4 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11).
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| North America | EMEA | Asia-Pacific | Latin America | Total Reportable Segments | Corporate Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising costs | |||||||||||||||||||||||||||||||||||||||||
Other segment expenses(1) | |||||||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
| Supplemental Information: | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Other segment expenses within Corporate Other includes $36.4 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11).
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| Six Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| North America | EMEA | Asia-Pacific | Latin America | Total Reportable Segments | Corporate Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising costs | |||||||||||||||||||||||||||||||||||||||||
Other segment expenses(1) | |||||||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
| Supplemental Information: | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Other segment expenses within Corporate Other includes $19.0 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11).
| Six Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| North America | EMEA | Asia-Pacific | Latin America | Total Reportable Segments | Corporate Other | Total | |||||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||||||||||||||
| Marketing and advertising costs | |||||||||||||||||||||||||||||||||||||||||
Other segment expenses(1) | |||||||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Interest income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
| Supplemental Information: | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1) Other segment expenses within Corporate Other includes $57.4 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11).
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help readers understand our results of operations and financial condition, and is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying Notes to our Condensed Consolidated Financial Statements under Part I, Item 1 of this Quarterly Report on Form 10-Q and the information contained in our Annual Report on Form 10-K for Fiscal 2026, filed with the Securities and Exchange Commission ("SEC") on May 19, 2026, under the captions "Business" and "Risk Factors."
This Quarterly Report on Form 10-Q, including this MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended ("the Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended ("the Securities Act"), and is subject to the safe harbors created by those sections. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. See "Forward-Looking Statements."
Unless otherwise noted: (i) all dollar and percentage comparisons made herein refer to the three and six months ended September 30, 2026, compared to the three and six months ended September 30, 2025; and (ii) all tabular data is presented in thousands, except share and per share data.
FORWARD-LOOKING STATEMENTS | ||
Some of the statements contained in this Quarterly Report on Form 10-Q, including this MD&A, constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future 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, our future financial condition or results of operations, our prospects and strategies for future growth, potential restructuring efforts, including the scope of these restructuring efforts and the amount of potential charges and costs, the timing of these measures and the anticipated benefits of our restructuring plans, expectations regarding promotional activities, freight, product cost pressures and foreign currency impacts, the impact of global economic conditions including changes in global trade policy and inflation on our results of operations, our liquidity and use of capital resources, expectations related to tariffs, the development and introduction of new products, the implementation of our marketing and branding strategies, the future benefits and opportunities from significant investments and the impact of 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 contained in this Quarterly Report on Form 10-Q reflect our current views about future events and 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 that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by these forward-looking statements, including, but not limited to, those factors described in "Risk Factors" and MD&A herein and in our Annual Report on Form 10-K for Fiscal 2026. These factors include without limitation:
•changes in general economic or market conditions, including increasing inflation and potential impacts of changes and uncertainties related to government fiscal, monetary, tax and trade policies, that could affect overall consumer spending or our industry;
•the impact of global events beyond our control, including military conflicts, public health events, 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 causing us to lose market share or reduce the prices of our products or to increase our marketing efforts significantly;
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•fluctuations in the costs of raw materials and commodities we use in our products and our supply chain (including labor);
•our ability to successfully execute our long-term strategies;
•our ability to effectively drive operational efficiency in our business;
•changes to the financial health of our customers;
•our ability to effectively develop and launch new, innovative products and engage our consumers;
•our ability to accurately forecast consumer shopping and engagement preferences and consumer demand for our products and manage our inventory in response to changing demands;
•our ability to successfully execute any restructuring plans and realize their expected benefits;
•loss of key customers, suppliers or manufacturers;
•our ability to further expand our business globally and to 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 realize expected results 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 regarding 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; and
•our potential exposure to and the financial impact of litigation and other proceedings.
The forward-looking statements contained in this Quarterly Report on Form 10-Q reflect our views and assumptions only as of the date of this Quarterly Report on Form 10-Q. 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 the occurrence of unanticipated events.
OVERVIEW | ||
We are a leading developer, marketer and distributor of branded performance apparel, footwear and accessories for men, women and youth. Our products are engineered with performance-driven materials and technologies, spanning a wide range of designs and styles for use in diverse climates. Our products are worn by athletes at all levels, from youth to professional, across multiple sports worldwide as well as by consumers who embrace active and performance-oriented lifestyles.
We are focused on driving sustainable long-term growth and profitability through increased demand for our core product categories, continued expansion of our direct-to-consumer capabilities and strategic development of our wholesale network. Our strategic priorities are focused on elevating brand positioning, simplifying and scaling our operating model, accelerating innovation and enhancing global go-to-market execution. Execution of these priorities depends, in part, on our ability to deliver against strategic initiatives across key areas of the business, including North America, our largest market. Our digital strategy is designed to enhance consumer engagement, strengthen brand loyalty and enable omnichannel experiences across multiple digital touchpoints.
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Quarterly Results
During the three months ended September 30, 2026, we operated under challenging market conditions as consumer demand softness and promotional activity persisted. These conditions, together with our continued efforts to optimize product assortments and improve marketplace quality, contributed to lower revenue across both our wholesale and direct-to-consumer channels.
Financial results for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 include:
•Total net revenues decreased 6.9%.
•Within our distribution channels, wholesale revenue decreased 6.5% and direct-to-consumer revenue decreased 8.2%.
•Within our product categories, apparel revenue decreased 6.0%, footwear revenue decreased 11.2%, and accessories revenue decreased 7.2%.
•Net revenue decreased 6.9% in North America, decreased 8.5% in EMEA, decreased 8.8% in Asia-Pacific and increased 3.0% in Latin America.
•Gross margin decreased 30 basis points to 47.0%.
•Selling, general and administrative expenses decreased 4.2%.
2025 Restructuring Plan
During Fiscal 2025, our Board of Directors approved a restructuring plan (the "2025 restructuring plan"), designed to strengthen and support our financial and operational efficiencies. On May 11, 2026, our Board of Directors approved an increase of up to $50 million of additional charges. The 2025 restructuring plan is expected to include up to $305 million of pre-tax restructuring and related charges, consisting of:
•Up to $139 million in cash charges, including approximately $46 million in employee severance and benefits costs and $93 million related to various transformational initiatives; and
•Up to $166 million in non-cash charges, including approximately $7 million in employee severance and benefits costs, and $159 million in contract terminations, facility, software, and other asset-related charges and impairments.
As of September 30, 2026, we have recorded $279.7 million of restructuring and related charges under the 2025 restructuring plan. The 2025 restructuring plan is expected to be substantially complete by December 31, 2026.
Restructuring and related charges are excluded from our segment profitability measures. We report restructuring and related charges within Corporate Other, which is designed to provide increased transparency and comparability of operating segments' performance. The restructuring and related charges for the three months ended September 30, 2026 included $10.9 million relating to North America, $1.6 million relating to EMEA and $0.8 million relating to Asia-Pacific. The restructuring and related charges for the six months ended September 30, 2026 primarily included $17.5 million relating to North America and $1.3 million relating to Asia-Pacific. The restructuring and related charges for the three and six months ended September 30, 2025 were primarily related to North America.
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The following table summarizes the costs recorded during the periods indicated in connection with the 2025 restructuring plan:
| Three Months Ended September 30, | Six Months Ended September 30, | Estimated Restructuring and Related Charges | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Remaining to be incurred | Total to be incurred | ||||||||||||||||||||||||||||||
| Costs recorded in cost of goods sold: | |||||||||||||||||||||||||||||||||||
| Inventory-related costs | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||
| Total costs recorded in cost of goods sold | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 13,193 | |||||||||||||||||||||||
| Costs recorded in restructuring charges: | |||||||||||||||||||||||||||||||||||
| Employee-related costs | $ | 2,211 | $ | 3,979 | $ | 7,649 | $ | 8,628 | |||||||||||||||||||||||||||
Facility-related costs(1) | 8,942 | 21,947 | 7,342 | 28,258 | |||||||||||||||||||||||||||||||
| Other restructuring costs | 206 | 5,980 | 376 | 7,848 | |||||||||||||||||||||||||||||||
| Total costs recorded in restructuring charges | $ | 11,359 | $ | 31,906 | $ | 15,367 | $ | 44,734 | $ | 18,678 | $ | 219,733 | |||||||||||||||||||||||
| Costs recorded in selling, general and administrative expenses: | |||||||||||||||||||||||||||||||||||
| Employee-related costs | $ | (251) | $ | 719 | $ | (668) | $ | 719 | |||||||||||||||||||||||||||
| Other transformation initiatives | 2,263 | 3,726 | 4,323 | 11,985 | |||||||||||||||||||||||||||||||
| Total costs recorded in selling, general and administrative expenses | $ | 2,012 | $ | 4,445 | $ | 3,655 | $ | 12,704 | $ | 6,631 | $ | 72,074 | |||||||||||||||||||||||
| Total restructuring and related charges | $ | 13,371 | $ | 36,351 | $ | 19,022 | $ | 57,438 | $ | 25,309 | $ | 305,000 | |||||||||||||||||||||||
(1) Facility-related costs for the three and six months ended September 30, 2025 includes an impairment charge of $15.9 million relating to the previously disclosed decision to exit our distribution facility in Rialto, California.
Restructuring charges and recoveries require us to make certain judgments and estimates regarding the amount and timing as to when these charges or recoveries occur. The estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate, as new or updated information becomes available.
Macroeconomic Factors and Other Global Events
We are actively monitoring developments in the global trade environment, including global trade policy, and related effects on consumer discretionary spending. We continue to assess the implications for our business and are actively implementing mitigation strategies. Following the U.S. Supreme Court ruling issued on February 20, 2026, which invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"), new tariffs at different rates under alternative legislative powers took effect for 150 days. On July 24, 2026, new tariff rates were imposed under Section 301 of the Trade Act of 1974 ("Section 301 tariffs"). These currently enacted tariff rates continue to negatively impact our product costs and our gross margin. In addition, the U.S. Trade Representative has indicated that additional Section 301 tariffs may be implemented in the coming months following investigations covering a broad range of countries, including major sourcing markets. The timing, rates, country coverage, product coverage and interaction with other tariffs remain uncertain. The volatility in global trade policy and potential for a continued elevated tariff environment creates uncertainty regarding the potential impact on our Fiscal 2027 results of operations, including revenue, gross profit and operating income.
In April 2026, the IEEPA refund process was launched and we started evaluating and, where appropriate, pursuing potential reimbursement of certain IEEPA tariffs previously paid. As of September 30, 2026, we have received total cash refunds of approximately $117 million. As a result, during the six months ended September 30, 2026, we recognized a net benefit of approximately $70 million in cost of goods sold related to the recovery of tariff costs previously recognized during Fiscal 2026. Additional tariff recoveries recognized primarily offset tariff costs associated with inventory sold during the current fiscal year and therefore did not result in an incremental net benefit to cost of goods sold.
Other macroeconomic factors, such as inflationary pressures, geopolitical instability and military conflicts and fluctuations in foreign currency exchange rates, have and may continue to impact our business. We continue to monitor these factors and the potential impacts they may have on our financial results, including product input costs,
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freight costs and consumer discretionary spending and therefore consumer demand for our products. We also continue to monitor the broader impacts of conflicts around the world on the economy, including their effect on inflationary pressures and the price of oil globally. For example, geopolitical instability and ongoing conflicts in the Middle East have and may continue to cause volatility in global energy and transportation markets, including higher fuel prices, resulting in increased shipping and logistics costs and increased raw material and commodity costs.
See "Risk Factors—Economic and Industry Risks—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; "—Our business depends on consumer purchases of discretionary items, which can be negatively impacted during an economic downturn or periods of inflation. This could materially impact our sales, profitability, results of operations and financial condition"; "—Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results"; "—Financial Risks—Our financial results could be adversely impacted by currency exchange rate fluctuations"; and —Legal, Regulatory and Compliance Risks—Our business is subject to a wide array of laws and regulations, and our failure to comply with these requirements could lead to investigations or actions by government regulators, increase expense or reputational damage" included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2026.
RESULTS OF OPERATIONS | ||
The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenues:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | 1,241,743 | 100.0 | % | $ | 1,333,380 | 100.0 | % | $ | 2,339,670 | 100.0 | % | $ | 2,467,448 | 100.0 | % | |||||||||||||||||||||||||||||||
| Cost of goods sold | 658,150 | 53.0 | % | 702,796 | 52.7 | % | 1,162,245 | 49.7 | % | 1,290,368 | 52.3 | % | |||||||||||||||||||||||||||||||||||
| Gross profit | 583,593 | 47.0 | % | 630,584 | 47.3 | % | 1,177,425 | 50.3 | % | 1,177,080 | 47.7 | % | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 557,443 | 44.9 | % | 581,632 | 43.6 | % | 1,100,528 | 47.0 | % | 1,111,977 | 45.1 | % | |||||||||||||||||||||||||||||||||||
| Restructuring charges | 11,359 | 0.9 | % | 31,906 | 2.4 | % | 15,367 | 0.7 | % | 44,734 | 1.8 | % | |||||||||||||||||||||||||||||||||||
| Income (loss) from operations | 14,791 | 1.2 | % | 17,046 | 1.3 | % | 61,530 | 2.6 | % | 20,369 | 0.8 | % | |||||||||||||||||||||||||||||||||||
| Interest income (expense), net | (8,284) | (0.7) | % | (8,605) | (0.6) | % | (18,929) | (0.8) | % | (12,656) | (0.5) | % | |||||||||||||||||||||||||||||||||||
| Other income (expense), net | (8,913) | (0.7) | % | (942) | (0.1) | % | (15,926) | (0.7) | % | (5,637) | (0.2) | % | |||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (2,406) | (0.2) | % | 7,499 | 0.6 | % | 26,675 | 1.1 | % | 2,076 | 0.1 | % | |||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (2,372) | (0.2) | % | 25,940 | 1.9 | % | 25,942 | 1.1 | % | 23,282 | 0.9 | % | |||||||||||||||||||||||||||||||||||
| Income (loss) from equity method investments | (391) | — | % | (373) | — | % | (613) | — | % | (220) | — | % | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (425) | — | % | $ | (18,814) | (1.4) | % | $ | 120 | — | % | $ | (21,426) | (0.9) | % | |||||||||||||||||||||||||||||||
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Revenues
Net revenues consist of net sales and license revenues. Net sales consist of sales from apparel, footwear and accessories products. Our license revenues primarily consist of fees paid to us by licensees in exchange for the use of our trademarks on their products. The following tables summarize net revenues by product category and distribution channel for the periods indicated:
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Net Revenues by Product Category: | |||||||||||||||||||||||||||||||||||||||||||||||
| Apparel | $ | 880,038 | $ | 936,483 | $ | (56,445) | (6.0) | % | $ | 1,614,073 | $ | 1,683,075 | $ | (69,002) | (4.1) | % | |||||||||||||||||||||||||||||||
| Footwear | 233,985 | 263,626 | (29,641) | (11.2) | % | 479,247 | 529,481 | (50,234) | (9.5) | % | |||||||||||||||||||||||||||||||||||||
| Accessories | 104,896 | 113,077 | (8,181) | (7.2) | % | 200,590 | 213,155 | (12,565) | (5.9) | % | |||||||||||||||||||||||||||||||||||||
| Net sales | 1,218,919 | 1,313,186 | (94,267) | (7.2) | % | 2,293,910 | 2,425,711 | (131,801) | (5.4) | % | |||||||||||||||||||||||||||||||||||||
| License revenues | 27,792 | 28,984 | (1,192) | (4.1) | % | 52,598 | 53,346 | (748) | (1.4) | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (4,968) | (8,790) | 3,822 | 43.5 | % | (6,838) | (11,609) | 4,771 | 41.1 | % | |||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,241,743 | $ | 1,333,380 | $ | (91,637) | (6.9) | % | $ | 2,339,670 | $ | 2,467,448 | $ | (127,778) | (5.2) | % | |||||||||||||||||||||||||||||||
| Net Revenues by Distribution Channel: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 724,991 | $ | 775,050 | $ | (50,059) | (6.5) | % | $ | 1,363,459 | $ | 1,424,100 | $ | (60,641) | (4.3) | % | |||||||||||||||||||||||||||||||
| Direct-to-consumer | 493,928 | 538,136 | (44,208) | (8.2) | % | 930,451 | 1,001,611 | (71,160) | (7.1) | % | |||||||||||||||||||||||||||||||||||||
| Net sales | 1,218,919 | 1,313,186 | (94,267) | (7.2) | % | 2,293,910 | 2,425,711 | (131,801) | (5.4) | % | |||||||||||||||||||||||||||||||||||||
| License revenues | 27,792 | 28,984 | (1,192) | (4.1) | % | 52,598 | 53,346 | (748) | (1.4) | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (4,968) | (8,790) | 3,822 | 43.5 | % | (6,838) | (11,609) | 4,771 | 41.1 | % | |||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,241,743 | $ | 1,333,380 | $ | (91,637) | (6.9) | % | $ | 2,339,670 | $ | 2,467,448 | $ | (127,778) | (5.2) | % | |||||||||||||||||||||||||||||||
(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program.
Net Sales
Net sales decreased by $94.3 million, or 7.2%, to $1.2 billion during the three months ended September 30, 2026, from $1.3 billion during the three months ended September 30, 2025. Apparel decreased primarily due to lower unit sales, partially offset by higher average selling prices. Footwear decreased primarily due to lower unit sales and lower average selling prices. Accessories decreased primarily due to lower unit sales. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.
Net sales decreased by $131.8 million, or 5.4%, to $2.3 billion during the six months ended September 30, 2026, from $2.4 billion during the six months ended September 30, 2025. Apparel decreased primarily due to lower unit sales and unfavorable channel mix, partially offset by favorable impacts from foreign exchange rates. Footwear decreased primarily due to lower unit sales and lower average selling prices. Accessories decreased primarily due to lower unit sales. From a channel perspective, the decrease in net sales was due to a decrease in both direct-to-consumer and wholesale.
License Revenues
License revenues decreased by $1.2 million or 4.1%, to $27.8 million during the three months ended September 30, 2026, from $29.0 million during the three months ended September 30, 2025. This was primarily due to lower revenues from our licensing partners in North America.
License revenues decreased by $0.7 million or 1.4%, to $52.6 million during the six months ended September 30, 2026, from $53.3 million during the six months ended September 30, 2025. This was due to lower revenues from our licensing partners in North America, partially offset by higher revenues from our international licensing partners.
Gross Profit
Cost of goods sold consists primarily of product costs, tariffs, inbound freight and duty costs, outbound freight costs, handling costs to make products floor-ready to customer specifications, royalty payments to endorsers
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based on a predetermined percentage of sales of selected products and write downs for inventory obsolescence. In general, as a percentage of net revenues, we expect cost of goods sold associated with our apparel and accessories to be lower than that of our footwear. No cost of goods sold is associated with our license revenues.
We include outbound freight costs associated with shipping goods to customers as cost of goods sold; however, we include the majority of outbound handling costs as a component of selling, general and administrative expenses. As a result, our gross profit may not be comparable to that of other companies that include outbound handling costs in their cost of goods sold. Outbound handling costs include costs associated with preparing goods to ship to customers and certain costs to operate our distribution facilities. These costs were $19.6 million and $38.0 million for the three and six months ended September 30, 2026, respectively (three and six months ended September 30, 2025: $20.4 million and $39.9 million, respectively).
Gross profit decreased by $47.0 million to $583.6 million during the three months ended September 30, 2026, as compared to $630.6 million during the three months ended September 30, 2025. Gross profit as a percentage of net revenues, or gross margin, decreased to 47.0% from 47.3%. This decrease in gross margin of approximately 30 basis points was primarily driven by 40 basis points from unfavorable changes in foreign currency, 35 basis points from unfavorable channel and regional mix and 20 basis points from unfavorable pricing. This was partially offset by 55 basis points from favorable supply chain impacts and 10 basis points from favorable product mix.
Gross profit increased by $0.3 million to $1.2 billion during the six months ended September 30, 2026, as compared to $1.2 billion during the six months ended September 30, 2025. Gross margin increased to 50.3% from 47.7%. This increase in gross margin of approximately 260 basis points was primarily driven by 330 basis points from favorable supply chain impacts, including 300 basis points due to the recovery of certain U.S. tariffs that were incurred in the prior year. This was partially offset by 45 basis points from unfavorable changes in foreign currency and 30 basis points from unfavorable channel and regional mix.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of costs related to marketing and advertising, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: "marketing and advertising" and "other." The marketing and advertising category consists primarily of sports and brand marketing, media and retail presentation. Sports and brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and amortization expense specific to our in-store fixture programs. Our marketing and advertising costs are an important driver of our growth. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories.
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 557,443 | $ | 581,632 | $ | (24,189) | (4.2) | % | $ | 1,100,528 | $ | 1,111,977 | $ | (11,449) | (1.0) | % | |||||||||||||||||||||||||||||||
Selling, general and administrative expenses decreased by $24.2 million, or 4.2%, during the three months ended September 30, 2026. Within selling, general and administrative expenses:
•Marketing and advertising costs decreased $23.9 million or 15.5%. This was primarily due to a decrease in marketing activities during the period. As a percentage of net revenues, marketing and advertising costs decreased to 10.5% from 11.5%.
•Other costs decreased $0.3 million or 0.1%, primarily due to lower salaried and non-salaried compensation expenses, partially offset by higher legal expenses and incentive compensation expenses. As a percentage of net revenues, other costs increased to 34.4% from 32.1%.
As a percentage of net revenues, selling, general and administrative expenses increased to 44.9% during the three months ended September 30, 2026 as compared to 43.6% during the three months ended September 30, 2025.
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Selling, general and administrative expenses decreased by $11.4 million, or 1.0%, during the six months ended September 30, 2026. Within selling, general and administrative expenses:
•Marketing and advertising costs decreased $4.5 million or 1.7%. This was primarily due to a decrease in marketing activities during the period. As a percentage of net revenues, marketing and advertising costs increased to 11.1% from 10.7%.
•Other costs decreased $6.9 million or 0.8%, primarily due to lower salaried and non-salaried compensation expenses and lower depreciation expense, partially offset by higher legal expenses and incentive compensation expenses. As a percentage of net revenues, other costs increased to 35.9% from 34.3%.
As a percentage of net revenues, selling, general and administrative expenses increased to 47.0% during the six months ended September 30, 2026 as compared to 45.1% during the six months ended September 30, 2025.
Restructuring Charges
Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, contract termination costs, facility, software and other asset-related charges and impairments and various transformational initiatives. Refer to Note 11 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | $ | 11,359 | $ | 31,906 | $ | (20,547) | (64.4) | % | $ | 15,367 | $ | 44,734 | $ | (29,367) | (65.6) | % | |||||||||||||||||||||||||||||||
Restructuring charges decreased by $20.5 million and $29.4 million during the three and six months ended September 30, 2026, respectively. This was primarily due to lower facility-related costs, lower other restructuring costs and lower employee-related costs. Facility-related charges in the prior year included an impairment charge of $15.9 million relating to the previously disclosed decision to exit our distribution facility in Rialto, California.
Interest Income (Expense), net
Interest income (expense), net includes interest income earned on our cash and cash equivalents and restricted investments, amortization of deferred financing costs, bank fees, capitalized interest for long-term property and equipment projects and interest expense under the credit and other long-term debt facilities. Refer to Note 7 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Interest income (expense), net | $ | (8,284) | $ | (8,605) | $ | 321 | 3.7 | % | $ | (18,929) | $ | (12,656) | $ | (6,273) | (49.6) | % | |||||||||||||||||||||||||||||||
Interest expense, net decreased by $0.3 million during the three months ended September 30, 2026, primarily due to lower interest expense following the settlement of the Senior Notes due 2026 in June 2026. This decrease was partially offset by lower interest income earned following the settlement of the restricted investments held to satisfy and discharge the Senior Notes due 2026 in June 2026 and higher interest expense on borrowings on our revolving credit facility.
Interest expense, net increased by $6.3 million during the six months ended September 30, 2026, primarily due to an increase in interest expense resulting from the issuance of the Senior Notes due 2030 in June 2025 and higher interest expense on borrowings on our revolving credit facility. These were partially offset by lower interest expense following the settlement of the Senior Notes due 2026 in June 2026.
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Other Income (Expense), net
Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes certain operating and variable lease costs and associated sublease income relating to lease assets held for sublet purposes and other non-operational facilities.
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | $ | (8,913) | $ | (942) | $ | (7,971) | (846.2) | % | $ | (15,926) | $ | (5,637) | $ | (10,289) | (182.5) | % | |||||||||||||||||||||||||||||||
Other expense, net increased by $8.0 million and $10.3 million during the three and six months ended September 30, 2026, respectively. This was primarily due to higher facility-related expenses for non-operational facilities, including our former global headquarters and former distribution facility in Rialto, California, and net losses from foreign currency hedges.
Income Tax Expense (Benefit)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | $ | (2,372) | $ | 25,940 | $ | (28,312) | (109.1) | % | $ | 25,942 | $ | 23,282 | $ | 2,660 | 11.4 | % | |||||||||||||||||||||||||||||||
Income tax expense decreased by $28.3 million to a benefit of $2.4 million during the three months ended September 30, 2026, from an expense of $25.9 million during the three months ended September 30, 2025. Our effective tax rate for the three months ended September 30, 2026 was 98.6% as compared to 345.9% for the three months ended September 30, 2025. The decrease in our effective tax rate was primarily driven by period over period changes in actual and forecasted pre-tax earnings and the reduced impact of global minimum taxes.
Income tax expense increased by $2.7 million to an expense of $25.9 million during the six months ended September 30, 2026, from an expense of $23.3 million during the six months ended September 30, 2025. Our effective tax rate for the six months ended September 30, 2026 was 97.3% as compared to 1,121.3% for the six months ended September 30, 2025. The decrease in our effective tax rate was primarily driven by period over period changes in actual pre-tax earnings and the reduced impact of global minimum taxes.
SEGMENT RESULTS OF OPERATIONS | ||
Our operating segments are based on how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance. Our segments are defined by geographic regions, including North America, EMEA, Asia-Pacific and Latin America.
We exclude certain corporate items from our segment profitability measures. We report these items within Corporate Other, which is designed to provide increased transparency and comparability of our operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global information technology, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; and (iii) certain foreign currency hedge gains and losses.
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Net Revenues
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 737,224 | $ | 791,502 | $ | (54,278) | (6.9) | % | $ | 1,347,001 | $ | 1,461,821 | $ | (114,820) | (7.9) | % | |||||||||||||||||||||||||||||||
| EMEA | 290,583 | 317,679 | (27,096) | (8.5) | % | 569,263 | 566,286 | 2,977 | 0.5 | % | |||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 163,484 | 179,175 | (15,691) | (8.8) | % | 316,070 | 342,561 | (26,491) | (7.7) | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 55,420 | 53,814 | 1,606 | 3.0 | % | 114,174 | 108,389 | 5,785 | 5.3 | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (4,968) | (8,790) | 3,822 | 43.5 | % | (6,838) | (11,609) | 4,771 | 41.1 | % | |||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,241,743 | $ | 1,333,380 | $ | (91,637) | (6.9) | % | $ | 2,339,670 | $ | 2,467,448 | $ | (127,778) | (5.2) | % | |||||||||||||||||||||||||||||||
(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program.
North America
Net revenues in our North America region decreased by $54.3 million, or 6.9% during the three months ended September 30, 2026. This was driven by a decrease in both our direct-to-consumer and wholesale channels. Within our direct-to-consumer channel, net revenues decreased in owned and operated retail stores and e-commerce. Net revenues in our North America region included approximately $8 million from wholesale orders originally planned for the third quarter of Fiscal 2027.
Net revenues in our North America region decreased by $114.8 million, or 7.9% during the six months ended September 30, 2026. This was driven by a decrease in both our wholesale and direct-to-consumer channels. Within our direct-to-consumer channel, net revenues decreased in owned and operated retail stores and e-commerce.
EMEA
Net revenues in our EMEA region decreased by $27.1 million, or 8.5% during the three months ended September 30, 2026. This was driven by a decrease in both our wholesale and direct-to-consumer channels. Within our direct-to-consumer channel, net revenues decreased in e-commerce and owned and operated retail stores. Net revenues in our EMEA region were also negatively impacted by changes in foreign exchange rates.
Net revenues in our EMEA region increased by $3.0 million, or 0.5% during the six months ended September 30, 2026. This was driven by an increase in our wholesale channel, partially offset by a decrease in our direct-to-consumer channel. Within our direct-to-consumer channel, net revenues decreased in e-commerce and owned and operated retail stores. Net revenues in our EMEA region were also positively impacted by changes in foreign exchange rates.
Asia-Pacific
Net revenues in our Asia-Pacific region decreased by $15.7 million, or 8.8% during the three months ended September 30, 2026. This was driven by a decrease in both our direct-to-consumer and wholesale channels. Within our direct-to-consumer channel, net revenues decreased in both owned and operated retail stores and e-commerce. Net revenues in our Asia-Pacific region were also positively impacted by changes in foreign exchange rates.
Net revenues in our Asia-Pacific region decreased by $26.5 million, or 7.7% during the six months ended September 30, 2026. This was driven by a decrease in both our direct-to-consumer and wholesale channels. Within our direct-to-consumer channel, net revenues decreased in both owned and operated retail stores and e-commerce. Net revenues in our Asia-Pacific region were also positively impacted by changes in foreign exchange rates.
Latin America
Net revenues in our Latin America region increased by $1.6 million, or 3.0% during the three months ended September 30, 2026. This was driven by an increase in both our wholesale and direct-to-consumer channels. Within our direct-to-consumer channel, net revenues increased in owned and operated retail stores, partially offset by a decrease in e-commerce. Net revenues in our Latin America region were also positively impacted by changes in foreign exchange rates.
Net revenues in our Latin America region increased by $5.8 million, or 5.3% during the six months ended September 30, 2026. This was driven by an increase in both our wholesale and direct-to-consumer channels. Within
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our direct-to-consumer channel, net revenues increased in owned and operated retail stores, partially offset by a decrease in e-commerce. Net revenues in our Latin America region were also positively impacted by changes in foreign exchange rates.
Corporate Other
Net revenues in Corporate Other increased by $3.8 million during the three months ended September 30, 2026. This was primarily driven by lower net foreign currency hedge losses related to revenues generated by entities within our operating segments.
Net revenues in Corporate Other increased by $4.8 million during the six months ended September 30, 2026. This was primarily driven by lower net foreign currency hedge losses related to revenues generated by entities within our operating segments.
Operating Income (Loss)
| Three Months Ended September 30, | Six Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change ($) | Change (%) | 2026 | 2025 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 131,781 | $ | 137,956 | $ | (6,175) | (4.5) | % | $ | 302,722 | $ | 259,393 | $ | 43,329 | 16.7 | % | |||||||||||||||||||||||||||||||
| EMEA | 39,407 | 52,601 | (13,194) | (25.1) | % | 67,583 | 92,244 | (24,661) | (26.7) | % | |||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 17,007 | 28,075 | (11,068) | (39.4) | % | 29,533 | 42,778 | (13,245) | (31.0) | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 10,100 | 4,596 | 5,504 | 119.8 | % | 19,064 | 11,202 | 7,862 | 70.2 | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (183,504) | (206,182) | 22,678 | 11.0 | % | (357,372) | (385,248) | 27,876 | 7.2 | % | |||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | 14,791 | $ | 17,046 | $ | (2,255) | (13.2) | % | $ | 61,530 | $ | 20,369 | $ | 41,161 | 202.1 | % | |||||||||||||||||||||||||||||||
(1) Corporate Other primarily includes foreign currency hedge gains and losses related to revenues generated by entities within our operating segments but managed through our central foreign exchange risk management program. Corporate Other also includes expenses related to our central supporting functions.
North America
Operating income in our North America region decreased by $6.2 million, or 4.5% during the three months ended September 30, 2026. This was primarily due to a decrease in gross profit, driven by lower net revenues, as discussed above. These were partially offset by lower salaried and non-salaried compensation expenses, lower selling and distribution expenses and lower facility-related expenses.
Operating income in our North America region increased by $43.3 million, or 16.7% during the six months ended September 30, 2026. This was primarily due to an increase in gross profit, lower facility-related expenses, lower salaried and non-salaried compensation expenses and lower consulting expenses. These were partially offset by higher marketing and advertising costs. The increase in gross profit was driven by the recovery of certain U.S. tariffs incurred in the prior year, partially offset by lower net revenues, as discussed above.
EMEA
Operating income in our EMEA region decreased by $13.2 million, or 25.1% during the three months ended September 30, 2026. This was primarily due to a decrease in gross profit, partially offset by lower marketing and advertising costs and lower non-salaried compensation expenses. The decrease in gross profit was driven by lower net revenues, as discussed above.
Operating income in our EMEA region decreased by $24.7 million, or 26.7% during the six months ended September 30, 2026. This was primarily due to a decrease in gross profit, higher marketing and advertising costs, higher facility-related expenses and higher selling and distribution expenses.
Asia-Pacific
Operating income in our Asia-Pacific region decreased by $11.1 million, or 39.4% during the three months ended September 30, 2026. This was primarily due to a decrease in gross profit, driven by lower net revenues as discussed above, partially offset by lower selling and distribution expenses and lower facility-related expenses.
Operating income in our Asia-Pacific region decreased by $13.2 million, or 31.0% during the six months ended September 30, 2026. This was primarily due to a decrease in gross profit, driven by lower net revenues as discussed above, partially offset by lower selling and distribution expenses and lower facility-related expenses.
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Latin America
Operating income in our Latin America region increased by $5.5 million, or 119.8% during the three months ended September 30, 2026. This was primarily due to an increase in gross profit, driven by higher net revenues as discussed above, lower product costs, and lower marketing and advertising costs.
Operating income in our Latin America region increased by $7.9 million, or 70.2% during the six months ended September 30, 2026. This was primarily due to an increase in gross profit, driven by higher net revenues as discussed above, and lower product costs, partially offset by higher selling and distribution expenses.
Corporate Other
Operating loss in Corporate Other decreased by $22.7 million, or 11.0% during the three months ended September 30, 2026. This was primarily driven by lower restructuring charges under the 2025 restructuring plan, lower marketing and advertising costs, and lower salaried and non-salaried compensation expenses. These were partially offset by higher net foreign currency hedge losses, higher legal expenses and higher incentive compensation expenses.
Operating loss in Corporate Other decreased by $27.9 million, or 7.2% during the six months ended September 30, 2026. This was primarily driven by lower restructuring charges under the 2025 restructuring plan, lower marketing and advertising costs, lower salaried and non-salaried compensation expenses. These were partially offset by higher net foreign currency hedge losses, higher incentive compensation and higher legal expenses.
LIQUIDITY AND CAPITAL RESOURCES | ||
Our cash requirements have principally been for working capital and capital expenditures. We fund our working capital, primarily inventory, and capital investments from cash flows from operating activities, cash and cash equivalents on hand, and borrowings available under our credit and long-term debt facilities. Our working capital requirements generally reflect the seasonality in our business as we historically recognize the majority of our net revenues in the last two quarters of the calendar year. Our capital investments have generally included expanding our in-store fixture and branded concept shop program, improvements and expansion of our distribution and corporate facilities, leasehold improvements to our Brand and Factory House stores and improvements in information technology systems. Our inventory strategy is focused on continuing to meet consumer demand while improving our long-term inventory efficiency through implementation of enhanced systems and processes to improve inventory management. These systems and processes are designed to improve forecasting and supply planning capabilities. In addition, we strive to improve inventory performance through disciplined product purchasing, reduced production lead times and enhanced planning and execution of selling excess inventory through our Factory House stores and other liquidation channels.
As of September 30, 2026, we had approximately $285 million of cash and cash equivalents. We believe our cash and cash equivalents on hand, cash from operations, our ability to reduce our expenditures as needed, borrowings available to us under our amended credit agreement, our ability to access the capital markets, and other financing alternatives are adequate to meet our liquidity needs and capital expenditure requirements for at least the next twelve months.
In addition, from time to time, based on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and subject to compliance with applicable laws and regulations, we may seek to utilize cash on hand, borrowings or raise capital to retire, repurchase or redeem our debt securities, repay debt, repurchase shares of our common stock or otherwise enter into similar transactions to support our capital structure and business or utilize excess cash flow on a strategic basis. For example, as further described below, in May 2024, our Board of Directors authorized a share repurchase program pursuant to which we are authorized to repurchase a total of $500 million of our Class C Common Stock through May 2027. As of September 30, 2026, we have repurchased a total of $115 million Class C Common Stock under this program. Additionally, in June 2025, we issued $400 million in aggregate principal amount of Senior Notes due 2030 (as defined below) and, during August 2025, we used the net proceeds from this offering, together with borrowings under our amended credit agreement and cash on hand, to satisfy and discharge the Senior Notes due 2026 (as defined below). In connection with the satisfaction and discharge, we deposited with Wilmington Trust, National Association as trustee, all amounts necessary to satisfy and discharge our obligations under the Senior Notes due 2026 through maturity. On June 15, 2026, the deposited funds were used to settle all remaining principal and interest payments to holders of the Senior Notes due 2026.
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If there are unexpected material impacts to our business in future periods from significant global events, such as an economic recession, changes in global trade policy or increased tariffs, that have a significant adverse effect on our profitability, including increased costs to create and sell our products, we may consider additional alternatives to preserve our liquidity. These alternatives may include further reducing our expenditures, changing our investment strategies, reducing compensation costs, and limiting certain marketing and capital expenditures. In addition, we may seek alternative sources of liquidity, including but not limited to, accessing capital markets, sale-leaseback transactions or other sales of assets or other alternative financing measures. However, instability in, or tightening of the capital markets, could adversely affect our ability to access the capital markets on terms acceptable to us or at all. Although we believe we have adequate sources of liquidity over the long term, a prolonged or more severe economic recession, inflationary pressure, or a slow recovery could adversely affect our business and liquidity and could require us to take certain of the liquidity preserving actions described above.
Refer to our "Risk Factors" section included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2026.
Share Repurchase Program
On May 15, 2024, our Board of Directors authorized us to repurchase up to $500 million (exclusive of fees and commissions) of outstanding shares of our Class C Common Stock through May 31, 2027. The Class C Common Stock may be repurchased from time to time at prevailing prices in the open market, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, via private purchases through forward, derivative, accelerated share repurchase transactions or otherwise, subject to applicable regulatory restrictions on volume, pricing and timing. The timing and amount of any repurchases will depend on market conditions, our financial condition, results of operations, liquidity and other factors.
No shares were repurchased during the three and six months ended September 30, 2026. During the three and six months ended September 30, 2025, under the above authorization, we repurchased $25.0 million of Class C Common Stock and received a total of 5.2 million shares. The shares of Class C Common Stock were repurchased in the open market at prevailing market prices under a plan designed to comply with Rule 10b5-1 and Rule 10b-18 under the Securities and Exchange Act of 1934, as amended, with the timing and actual number of shares repurchased depending upon market conditions and other factors. As a result, we recorded $25.0 million to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value. No shares were repurchased during the three months ended June 30, 2025.
As of the date of this Quarterly Report on Form 10-Q, we have repurchased a total of $115 million or 18.0 million outstanding shares of our Class C Common Stock, leaving approximately $385 million remaining under our current share repurchase program.
Cash Flows
The following table presents the major components of our cash flows provided by and used in operating, investing and financing activities for the periods presented:
| Six Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change ($) | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 20,065 | $ | (20,978) | $ | 41,043 | |||||||||||
| Investing activities | 572,767 | (657,586) | 1,230,353 | ||||||||||||||
| Financing activities | (618,564) | 560,462 | (1,179,026) | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 589 | 2,822 | (2,233) | ||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (25,143) | $ | (115,280) | $ | 90,137 | |||||||||||
Operating Activities
Cash flows provided by operating activities increased by $41.0 million, driven by an increase from net income before the impact of non-cash items of $21.1 million and an increase from changes in working capital of $19.9 million.
The changes in working capital were due to the following inflows:
•$50.8 million from changes in accounts payable;
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•$37.0 million from changes in accounts receivable;
•$28.1 million from changes in accrued expenses and other liabilities;
•$14.6 million from changes in customer refund liabilities; and
•$11.3 million from changes in prepaid expenses and other current assets.
These inflows were partially offset by the following working capital outflows:
•$81.6 million from changes in inventories;
•$22.4 million from changes in income taxes payable and receivable, net; and
•$17.9 million from changes in other non-current assets.
Investing Activities
Cash flows provided by investing activities increased by $1.2 billion primarily due to the purchase of the restricted investment in Fiscal 2026 of $601 million offset by the proceeds from restricted investments held to satisfy and discharge our $600 million Senior Notes due 2026 upon maturity in June 2026. Additionally, total capital expenditures during the six months ended September 30, 2026 were $27.2 million, or approximately 1% of net revenues, representing a $28.6 million decrease from $55.9 million during the six months ended September 30, 2025.
Financing Activities
Cash flows from financing activities decreased by $1.2 billion. During the six months ended September 30, 2026, we settled our $600 million Senior Notes due 2026 using proceeds from restricted investments, as discussed above, borrowed $200 million under the revolving credit facility and made repayments of $210 million. During the six months ended September 30, 2025, we issued $400 million of Senior Notes due 2030 (as defined below), borrowed $200 million under the revolving credit facility and repurchased $25 million of shares of our Class C Common Stock under the current share repurchase program.
Capital Resources
Credit Facility
In March 2019, we entered into an amended and restated credit agreement by and among us, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (the "credit agreement"). In August 2026, we entered into the ninth amendment to the credit agreement (the "amended credit agreement" or the "revolving credit facility"). The amended credit agreement provides for an aggregate $1.1 billion of revolving credit commitments that has a term that ends on June 16, 2030, with permitted extensions under certain circumstances and subject to a springing maturity of 91 days prior to June 16, 2030 if, on such date, the Senior Notes due 2030 (as defined below) have not been refinanced.
During the six months ended September 30, 2026, we borrowed $200.0 million and made repayments of $210.0 million under the revolving credit facility. As of September 30, 2026, $190.0 million remained outstanding at a weighted average interest rate of 4.98%.
At our request and a lender's consent, commitments under the amended credit agreement may be increased by up to an amount equal to (x) the greater of (i) $400.0 million and (ii) 100% of consolidated EBITDA plus (y) an unlimited amount so long as, after giving effect to the relevant increase, the secured leverage ratio (calculated as set forth in the amended credit agreement) does not exceed 2.50 to 1.00 in aggregate, subject to certain conditions as set forth in the amended credit agreement. Incremental borrowings are uncommitted and the availability thereof will depend on market conditions at the time we seek to incur such borrowings.
Up to $50.0 million of the facility may be used for the issuance of letters of credit. As of September 30, 2026, $45.1 million of letters of credit were outstanding (March 31, 2026: $45.5 million).
Our obligations under the amended credit agreement are guaranteed by certain domestic significant subsidiaries of Under Armour, Inc., subject to customary exceptions (the "subsidiary guarantors") and primarily secured by a first-priority security interest in substantially all of the assets of Under Armour, Inc. and the subsidiary guarantors, excluding real property, capital stock in and debt of subsidiaries of Under Armour, Inc. holding certain real property and other customary exceptions. The amended credit agreement provides for the permanent fall away of guarantees and collateral upon our achievement of investment grade rating from two rating agencies.
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Our subsidiaries Under Armour Europe B.V., Under Armour Asia Limited and Under Armour Global Limited are foreign subsidiary borrowers under the amended credit agreement. We have guaranteed the obligations of the foreign subsidiary borrowers under the revolving credit facility, but the foreign subsidiary borrowers have not guaranteed the obligations of the other borrowers or provided any collateral to secure the obligations under the revolving credit facility.
The amended credit agreement contains negative covenants that, subject to significant exceptions, limit our ability to, among other things: incur additional secured and unsecured indebtedness; pledge assets as security; make investments, loans, advances, guarantees and acquisitions (including investments in and loans to non-guarantor subsidiaries); undergo fundamental changes; sell assets outside the ordinary course of business; enter into transactions with affiliates; and make restricted payments.
We are also required to maintain a ratio of consolidated EBITDA to consolidated interest expense of not less than 3.00 to 1.00 (the "interest covenant") and we are not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.75 to 1.00, or, at our election during a fiscal quarter in which a permitted acquisition with a cash purchase price exceeding $100.0 million is consummated, 4.25 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. We were in compliance with the applicable covenants as of September 30, 2026.
In addition, the amended credit agreement contains events of default that are customary for a facility of this nature, and includes a cross default provision whereby an event of default under other material indebtedness, as defined in the amended credit agreement, will be considered an event of default under the amended credit agreement.
Borrowings under the amended credit agreement bear interest at a rate per annum equal to, at our option, either (a) an alternate base rate (for borrowings in U.S. dollars), (b) a term rate (for borrowings in U.S. dollars, Euro or Japanese Yen) or (c) a "risk free" rate (for borrowings in U.S. dollars or Pounds Sterling), plus in each case an applicable margin. The applicable margin for loans will be adjusted by reference to a grid (the "pricing grid") based on the leverage ratio of consolidated total indebtedness to consolidated EBITDA and ranges between 1.00% to 1.75% (or, in the case of alternate base loans, 0.00% to 0.75%). We will also pay a commitment fee determined in accordance with the pricing grid on the average daily unused amount of the revolving credit facility and certain fees with respect to letters of credit. As of September 30, 2026, the commitment fee was 20.0 basis points.
3.25% Senior Notes
In June 2016, we issued $600.0 million in aggregate principal amount of 3.25% senior unsecured notes, which matured on June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 bore interest at a fixed rate of 3.25% per annum, which was payable semi-annually on June 15 and December 15 beginning on December 15, 2016.
In August 2025, using the net proceeds from the Senior Notes due 2030 (as defined below), together with borrowings under the amended credit agreement and cash on hand, we satisfied and discharged the Senior Notes due 2026 by irrevocably depositing funds in an amount sufficient to satisfy all remaining principal and interest payments. These funds were deposited with Wilmington Trust, National Association as trustee under the indenture dated as of June 13, 2016, as supplemented by First Supplemental Indenture dated as of June 13, 2016 (the "Indenture"). The satisfaction and discharge represented an in-substance defeasance (as defined under ASC Topic 405 "Liabilities"). Therefore, the Senior Notes due 2026 and the related trust assets remained on our Consolidated Balance Sheets until they matured on June 15, 2026, at which time the deposited funds were used to settle all remaining principal and interest payments to holders of the Senior Notes due 2026.
7.25% Senior Notes
In June 2025, we issued $400.0 million in aggregate principal amount of 7.25% senior unsecured notes due July 15, 2030 (the "Senior Notes due 2030"). The Senior Notes due 2030 are guaranteed on a senior unsecured basis by our subsidiary guarantors that provide guarantees under the amended credit agreement. The Senior Notes due 2030 bear interest at a fixed rate of 7.25% per annum, payable semi-annually in arrears on January 15 and July 15 beginning on January 15, 2026. We may redeem some or all of the Senior Notes due 2030 at any time, or from time to time, at the redemption prices described in the indenture governing the Senior Notes due 2030.
The indenture governing the Senior Notes due 2030 contains negative covenants that limit our and certain of our subsidiaries' ability to engage in certain transactions, including our ability to create or incur certain liens and engage in sale leaseback transactions, and are subject to material exceptions described in the indenture governing
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the Senior Notes due 2030. Our debt securities further include provisions which may require us to repurchase our debt securities at a premium upon certain change of control events.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS | ||
Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities. Our estimates are often based on judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Actual results could be significantly different from these estimates.
As the impacts of major global events, including recent and potential changes in global trade policy, continue to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. The extent to which the evolving events impact our financial statements will depend on a number of factors including, but not limited to, any new information that may emerge concerning the severity of these major events and the actions that governments around the world may take in response. While we believe we have made appropriate accounting estimates and assumptions based on the facts and circumstances available as of this reporting date, we may experience further impacts based on long-term effects on our customers and the countries in which we operate. For a summary of our significant accounting policies, refer to Note 2 of our Consolidated Financial Statements, included in Part II, Item 8 of our Annual Report on Form 10-K for Fiscal 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to our market risk since March 31, 2026. For a discussion of our exposure to market risk, refer to Part II, Item 7A of our Annual Report on Form 10-K for Fiscal 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we have been involved in litigation and other proceedings, including matters related to commercial disputes and intellectual property, as well as trade, regulatory and other claims related to our business. Refer to Note 8 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information on certain legal proceedings, which is incorporated by reference herein.
ITEM 1A. RISK FACTORS
Our results of operations and financial condition could be adversely affected by numerous risks. In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for Fiscal 2026. These are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also negatively impact our business, financial condition, results of operations and future prospects.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer purchases of equity securities:
The following table sets forth repurchases of our Class C Common Stock during the three months ended September 30, 2026 under the three-year $500 million share repurchase program authorized by our Board of Directors in May 2024.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of a Publicly Announced Program | Approximately Dollar Value of Shares that May Yet be Purchased Under the Program (in millions) | ||||||||||||||||||||||
| 07/01/2026 to 07/31/2026 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
| 08/01/2026 to 08/31/2026 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
| 09/01/2026 to 09/30/2026 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
ITEM 5. OTHER INFORMATION
(c)
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
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ITEM 6. EXHIBITS
Exhibit No. | Exhibit Description | |||||||
| Amendment No. 9, dated August 4, 2026, to the Amended and Restated Credit Agreement, dated March 8, 2019, by and among Under Armour, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders and arrangers party thereto (incorporated by reference to Exhibit 10.01 of the Company's Quarterly Report on Form 10-Q filed on August 7, 2026). | ||||||||
| Under Armour, Inc. Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the "2005 Plan") (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 27, 2026).* | ||||||||
| Performance-Based Restricted Stock Unit Agreement under the 2005 Plan, dated August 26, 2026, between the Company and Kevin Plank.* | ||||||||
| Form of Annual Performance-Based Restricted Stock Unit Grant Agreement under the 2005 Plan.* | ||||||||
| Section 302 Chief Executive Officer Certification. | ||||||||
| Section 302 Chief Financial Officer Certification. | ||||||||
| Section 906 Chief Executive Officer Certification. | ||||||||
| Section 906 Chief Financial Officer Certification. | ||||||||
| 101.INS | 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 | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
________
| * | Management contract or a compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 6 of Form 10-Q. | ||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| UNDER ARMOUR, INC. | ||||||||
| By: | /s/ REZA TALEGHANI | |||||||
| Reza Taleghani | ||||||||
| Chief Financial Officer | ||||||||
Date: November 6, 2026
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Exhibit 10.03
FIFTH AMENDED AND RESTATED 2005 OMNIBUS
LONG-TERM INCENTIVE PLAN
PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
THIS AGREEMENT, made as of August 26, 2026, (the “Agreement”) between UNDER ARMOUR, INC. (the “Company”) and Kevin Plank (the “Grantee”).
WHEREAS, the Company has adopted the Fifth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
WHEREAS, the Plan provides for the grant to participants in the Plan of restricted share units, which may be settled in shares of the Company’s Class C stock (the “Class C Stock”).
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein, the parties hereby agree as follows:
1.Definitions.
(a)“Cause” shall mean the occurrence of any of the following: (i) the Grantee’s material misconduct or neglect in the performance of his or her duties; (ii) the Grantee’s commission of any felony, offense punishable by imprisonment in a state or federal penitentiary, any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct or any crime of sufficient import to potentially discredit or adversely affect the Company’s ability to conduct its business in the normal course; (iii) the Grantee’s material breach of the Company’s written Code of Conduct, as in effect from time to time; (iv) the Grantee’s commission of any act that results in severe harm to the Company excluding any act taken by the Grantee in good faith that he or she reasonably believed was in the best interests of the Company; or (v) the Grantee’s material breach of Grantee’s Confidentiality, Non-Competition and Non-Solicitation Agreement dated June 15, 2015, as amended on April 7, 2016 (the “Confidentiality Agreement”). However, none of the foregoing events or conditions will constitute Cause unless the Company provides the Grantee with written notice of the event or condition and thirty (30) days to cure such event or condition (if curable) and the event or condition is not cured within such 30-day period.
(b) “Compensation Committee Certification” shall mean the certification by the Human Capital and Compensation Committee of the Board following a determination that (i) the Stock Price Hurdle was achieved following the last day of one of the Company’s fiscal years during the Performance Period or (ii) the Stock Price Hurdle was not achieved during the Performance Period following the last day of the Company’s fiscal year 2030, which certification determines the number of Earned RSUs that are eligible to vest pursuant to Section 6. The Human Capital and Compensation Committee of the Board will determine whether or not the Stock Price Hurdle is achieved at its first meeting occurring after the last day of each of the Company’s fiscal years ending during the Performance Period.
(c)“Good Reason” shall mean the occurrence of any of the following events: (i) a material diminishment in the scope of the Grantee’s duties or responsibilities with the Company; (ii) a material reduction in the Grantee’s current base salary, bonus opportunity or a material reduction in the aggregate benefits or perquisites; or (iii) a requirement that the Grantee relocate more than fifty (50) miles from his or her primary place of business as of the date of a Change in Control, or a significant increase in required travel as part of the Grantee’s duties and responsibilities with the Company. However, none of the foregoing events or conditions will constitute Good Reason unless (A) the Grantee provides the
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Company with written objection to the event or condition within ninety (90) days following the occurrence thereof, (B) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving such written objection, and (C) the Grantee resigns his or her employment within thirty (30) days following the expiration of such cure period.
(d)“Performance Period” shall mean the period running from the Grant Date through March 31, 2030.
(e)“Stock Price Hurdle” shall mean the passing of 60 consecutive trading days on the New York Stock Exchange on which the average of the closing trading prices of the Class C Stock equals or exceeds 115% multiplied by the closing price of the Class C Stock on the Grant Date (or, if the New York Stock Exchange is closed on the Grant Date, the first day following the Grant Date on which the New York Stock Exchange is open), rounded down to the nearest cent (such amount, the “Stock Price Hurdle Amount”).
(f)An award will qualify as a “Substitute Award” if it is assumed, substituted or replaced by a Successor with awards that, solely in the discretion of the Human Capital and Compensation Committee of the Board, preserves the existing value of the outstanding Restricted Stock Units at the time of the Change in Control and provides vesting and payout terms that are at least as favorable to the Grantee as the vesting and payout terms applicable to the Restricted Stock Units.
(g)“Successor” shall mean the continuing or successor organization, as the case may be, following a Change in Control.
2.Grant of Restricted Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of Restricted Stock Units covering 2,165,533 shares of Class C Stock (collectively, the “Restricted Stock Units”). The Purchase Price for the Restricted Stock Units shall be paid by the Grantee’s services to the Company. The Grantee represents that the Restricted Stock Units are being acquired for investment and not with a view toward the distribution or sale thereof.
3.Grant Date. The Grant Date of the Restricted Stock Units hereby granted is August 26, 2026 (the “Grant Date”).
4.Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board, or a Committee thereof, shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
5.Calculation of Earned Restricted Stock Units. The Restricted Stock Units will become “Earned RSUs” if and only if the Stock Price Hurdle is achieved during the Performance Period. The Earned RSUs will vest only to the extent that the Grantee also satisfies the employment service and other requirements set forth in Section 6 below. If the Stock Price Hurdle is not achieved prior to the end of the Performance Period, all of the Restricted Stock Units granted to the Grantee hereunder will be forfeited as of the date of the Compensation Committee Certification following the end of fiscal year 2030.
6.Vesting and Settlement of Awards.
(a)Vesting. The Earned RSUs shall vest as specified in sub-clauses (i) through (iv) below; provided that (x) except as provided in Section 6(b), the Grantee remains continuously employed by the Company through each such applicable vesting date, and (y) the Grantee has duly executed this Agreement within one (1) year of receipt of the Agreement. Except as provided in Section 6(b) or Section
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7, all unvested (including any Earned RSUs that are unvested) will be automatically forfeited if the Grantee terminates employment for any reason prior to the applicable vesting date.
(i) If the Stock Price Hurdle is achieved during fiscal year 2027, then the Earned RSUs will vest in four equal installments on the anniversary of the Grant Date (or if later, the date of the Compensation Committee Certification), May 15, 2028, May 15, 2029, and May 15, 2030;
(ii) If the Stock Price Hurdle is achieved during fiscal year 2028, then the Earned RSUs will vest as follows: 50% of the Earned RSUs on May 15, 2028 (or if later, the date of the Compensation Committee Certification), 25% of the Earned RSUs on May 15, 2029, and 25% of the Earned RSUs on May 15, 2030;
(iii) If the Stock Price Hurdle is achieved during fiscal year 2029, then the Earned RSUs will vest as follows: 75% of the Earned RSUs on May 15, 2029 (or if later, the date of the Compensation Committee Certification), and 25% of the Earned RSUs on May 15, 2030; and
(iv) If the Stock Price Hurdle is achieved during fiscal year 2030, then the Earned RSUs will vest in full on May 15, 2030 (or if later, the date of the Compensation Committee Certification).
(b)Special Vesting Upon Death and Disability. Notwithstanding Section 6(a), in the event that the Grantee’s employment with the Company is terminated upon the occurrence of an event specified in sub-clause (i) or (ii) below, the Earned RSUs shall vest on the dates specified in sub-clause (i) or (ii) (as applicable) below:
(i) If the Grantee’s death or Disability occurs during the Performance Period and prior to the date on which the Stock Price Hurdle is achieved, 100% of the Restricted Stock Units will be deemed Earned Units, and all such Earned RSUs shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability; and
(ii) If the Grantee’s death or Disability occurs on or after the date on which the Stock Price Hurdle is achieved, 100% of the Earned RSUs determined under Section 5 shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability.
(c)Settlement of Awards. On the first business day after each vesting date described in Section 6(a) or 6(b), as applicable, the Company shall deliver to the Grantee the number of shares of the Class C Stock to which Grantee’s vested Earned RSUs relate.
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7.Change in Control.
(a)In the event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards, (i) if the Change in Control occurs on or after the date on which the Stock Price Hurdle is achieved, 100% of the Earned RSUs shall vest in full on the day immediately prior to the date of the consummation of the transaction(s) that constitute(s) the Change in Control (the “Transaction”), and (ii) if the Change in Control occurs during the Performance Period and prior to the date on which the Stock Price Hurdle is achieved, (x) if the total per share consideration received (in cash or otherwise) by holders of Class C Stock in the Transaction is valued greater than or equal to the Stock Price Hurdle Amount per share, then 100% of the Restricted Stock Units will be deemed Earned RSUs, and all such Earned RSUs vest in full on the day immediately prior to the consummation of the Transaction and (y) if the total per share consideration received (in cash or otherwise) by holders of Class C Stock in the Transaction is valued less than the Stock Price Hurdle Amount per share, then all of the Restricted Stock Units granted to the Grantee hereunder will be forfeited as of the date and time of the consummation of the Transaction.
(b)If the Restricted Stock Units are substituted with Substitute Awards, and within two (2) years following the Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without Cause or resigns for Good Reason, the Substitute Awards shall immediately vest upon such termination or resignation.
(c)On the first business day after each vesting date set forth in Section 7(a) or (b), as applicable, the Company shall deliver to the Grantee the shares of the Class C Stock to which Grantee’s vested Earned RSUs or Substitute Awards, as applicable, relate.
8.Forfeiture. Subject to the provisions of the Plan and Sections 6 and 7 of this Agreement, with respect to the Restricted Stock Units which have not become vested on the date the Grantee’s employment terminates, the Award of Restricted Stock Units shall expire and such unvested Restricted Stock Units shall immediately be forfeited on such date.
9.Employee Confidentiality Agreement. As a condition to the grant of the Restricted Stock Units, the Grantee shall have executed and become a party to the Confidentiality Agreement. To the extent permitted under applicable law, the Grantee hereby acknowledges and agrees that such Confidentiality Agreement remains in full force and effect, subject to the terms therein.
10.No Shareholder Rights. The Grantee does not have any rights of a shareholder with respect to the Restricted Stock Units. No dividend equivalents will be earned or paid with regard to the Restricted Stock Units.
11.Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
12.Integration. This Agreement and the Plan (including the Confidentiality Agreement) contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
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13.Withholding Taxes. The Grantee agrees, as a condition of this grant, that the Grantee will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting of the Restricted Stock Units, Earned RSUs or delivery of the Class C Stock or other shares acquired in connection with this Award. In the event that the Company determines that any federal, state, local, municipal or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units, Earned RSUs or delivery of the Class C Stock or other shares acquired in connection with this Award, the Company shall have the right to require such payments from the Grantee in the form and manner as provided in the Plan. The Grantee authorizes the Company at its discretion to satisfy its withholding obligations, if any, by one or a combination of the following:
(a)to the extent permitted by applicable laws, withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company; or
(b)withholding from proceeds of the sale of shares of the Class C Stock acquired upon settlement of the Restricted Stock Units and/or the Earned RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent required); or
(c)withholding in shares of the Class C Stock to be issued upon settlement of the Restricted Stock Units or Earned RSUs; or
(d)by any other method deemed by the Company to comply with applicable laws.
14.Data Privacy. The Company is located at 101 Performance Drive Baltimore, MD 21230, U.S.A., and grants Restricted Stock Units to employees of the Company and its Subsidiaries and Affiliates, at the Company’s sole discretion. The Grantee acknowledges that he or she has reviewed the following information about the Company’s data processing practices and declares his or her consent.
(a)Collection and Usage. The Company collects, processes and uses personal employee data, including name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, citizenship, job title, any shares of Class C Stock or directorships held in the Company, and details of all equity awards granted, canceled, vested or outstanding in the Grantee's favor, which the Company receives from the Grantee or the Employer (“Data”). If the Company grants the Grantee equity rights under the Plan, then the Company will collect the Grantee’s Data for purposes of allocating shares of Class C Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing, and use of the Grantee’s Data is the Grantee’s consent.
(b)Stock Plan Service Provider. The Company transfers the Grantee’s Data to The Charles Schwab Corporation, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share my Data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Class C Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.
(c)[Reserved].
(d)Voluntariness and Consequences of Consent, Denial or Withdrawal. The Grantee’s participation in the Plan and the Grantee’s grant of consent hereunder is purely voluntary. The Grantee may deny or withdraw his or her consent at any time. If the Grantee does not
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consent, or if the Grantee later withdraws his or her consent, the Grantee may be unable to participate in the Plan. This would not affect the Grantee’s existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with participation in the Plan.
(e)Data Retention. The Grantee understands that the Grantee’s Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan.
(f)Data Subject Rights. The Grantee understands that the Grantee may have the right under applicable law to (i) access or copy the Grantee’s Data that the Company possesses, (ii) rectify incorrect Data concerning the Grantee, (iii) delete the Grantee’s Data, (iv) restrict processing of the Grantee’s Data, or (v) lodge complaints with the competent supervisory authorities in the Grantee’s country of residence. To receive clarification regarding these rights or to exercise these rights, the Grantee understands that the Grantee can contact Human Resources at GlobalCompensationTeam@underarmour.com. The Company will process the Grantee’s requests related to these rights as the law allows, which means in some cases there may be legal or other official reasons that Company may not be able to address the specific request related to the Grantee’s rights to protect the Grantee’s privacy. The Company will take steps to verify the Grantee identity before fulfilling any such request.
If the Grantee agrees with the data processing practices as described in this notice, he or she should declare his or her consent by clicking “Accept” on the Charles Schwab award acceptance page.
15.Section 409A. It is intended that the Restricted Stock Units awarded hereunder be exempt from the application of Section 409A of the Internal Revenue Code and applicable guidance thereunder (“Section 409A”), and the Plan and this Agreement shall be construed in a manner that effects such intent. However, the tax treatment of the benefits provided under the Plan or this Agreement is not warranted or guaranteed. Notwithstanding anything to the contrary, to the extent any amount or benefit would constitute non-exempt deferred compensation for purposes of Section 409A, the Plan and this Agreement shall be interpreted and administered in compliance with Section 409A, including the requirement that if the Company determines that the Grantee is a “specified employee” within the meaning of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be delayed until the earlier of (a) the date that is six months and one day after the date of such separation from employment or (b) the date of the Grantee’s death.
16.Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant the Grantee agrees that the Company may deliver the Plan prospectus and the Company’s annual report to the Grantee in an electronic format. If at any time the Grantee would prefer to receive paper copies of these documents, as the Grantee is entitled to receive, the Company would be pleased to provide copies. The Grantee should contact GlobalCompensationTeam@underarmour.com to request paper copies of these documents.
17.Counterparts; Electronic Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be signed by the Company through application of an authorized officer’s signature, and may be signed by the Grantee through an electronic signature.
18.Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without regard to the provisions governing conflict of laws. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Maryland, and agree that such litigation will be conducted in the jurisdiction and venue of the United
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States District Court for the District of Maryland or, in the event such jurisdiction is not available, any of the appropriate courts of the State of Maryland, and no other courts.
19.Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
20.Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock Units shall be final and conclusive.
The Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
UNDER ARMOUR, INC.
By:/s/ Mehri Shadman
Its: Chief Legal and People Officer, Corporate Secretary
GRANTEE
By: /s/ Kevin Plank
KEVIN PLANK
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Exhibit 10.04
FOURTH AMENDED AND RESTATED 2005 OMNIBUS
LONG-TERM INCENTIVE PLAN
PERFORMANCE BASED RESTRICTED STOCK UNIT GRANT AGREEMENT
THIS AGREEMENT, made as of ____________________, 2026, (the “Agreement”) between UNDER ARMOUR, INC. (the “Company”) and _____________________________ (the “Grantee”).
WHEREAS, the Company has adopted the Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as may be further amended and restated (the “Plan”), which has been delivered or made available to the Grantee, to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
WHEREAS, the Plan provides for the grant to participants in the Plan of restricted share units, which may be settled in shares of the Company’s Class C stock (the “Class C Stock”).
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein, the parties hereby agree as follows:
1.Definitions.
(a)“Adjusted Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles. The Human Capital and Compensation Committee’s evaluation of Adjusted Operating Income shall exclude the impact of any generally accepted accounting principles changes implemented after the date hereof. In addition, in accordance with Section 17.3.4 of the Plan, the following impacts of acquisitions and divestitures shall be excluded from the Human Capital and Compensation Committee’s evaluation of the Adjusted Operating Income: (i) goodwill impairment charges related to any acquisition or divestiture; (ii) non-capitalized deal costs related to any acquisition completed during the Performance Period; and (iii) the amortization of intangible assets acquired in any acquisition completed during the Performance Period. Further, in accordance with Section 17.3.4 of the Plan, the following items shall be excluded in the Human Capital and Compensation Committee’s evaluation of Adjusted Operating Income: (A) with respect to any particular litigation, investigation, claim, judgment or settlement (a “Litigation Matter”), (x) any costs, expenses or losses incurred or recorded by the Company during the Performance Period related to a particular Litigation Matter or series of related Litigation Matters (which, for the avoidance of doubt, could be zero), minus (y) any recoveries (including insurance) recorded during the Performance Period related to such Litigation Matter or series of related Litigation Matters, if the absolute value of such figure related to a particular Litigation Matter or series of related Litigation Matters exceeds $1.0 million; provided that, for the avoidance of doubt, recoveries related to tariffs paid under the International Economic Emergency Powers Act, Section 122 of the Trade Act of 1974 or similar provisions shall not be considered recoveries in respect of a Litigation Matter; (B) any foreign exchange gains or losses incurred by the Company during the Performance Period arising from the impact of foreign currency changes (such impacts, “Foreign Exchange Impacts”), but only to the extent that the Foreign Exchange Impacts result from foreign currency exchange rates differing from those utilized by the Company at the time the Adjusted Operating Income thresholds were established for purposes of this Agreement, and are greater than the Foreign Exchange Impacts that would have resulted under such foreign currency exchange rates; (C) any impairment charges related to the write-down of the Company’s (x) accounts receivable asset due to the bankruptcy of a customer of the Company, (y) investments made in non-equity method investees or (z) principal operating office, in each case to the extent such impairment charges exceed $1.0 million; (D) any restructuring program charges incurred by the Company during the Performance Period, and any asset write-downs implemented in connection therewith; and (E) any severance or similar compensation-related expense recorded by the Company during the Performance Period with respect to separating employees to the extent such expense related
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to a particular individual exceeds $1.0 million. Further, in accordance with the Plan, the Human Capital and Compensation Committee’s evaluation of the Adjusted Operating Income shall account for tariff-related volatility in fiscal year 2027 as follows: (1) if the Company achieves an Adjusted Operating Income payout of greater than 100%, and Adjusted Operating Income achievement was positively impacted by changes to tariff rates or refunds as compared to those utilized or assumed by the Company at the time the Adjusted Operating Income thresholds were established for purposes of this Agreement (any such effect whether positive or negative, a “Tariff Change Impact”), then Adjusted Operating Income achievement shall be decreased by (x) the Tariff Change Impact or (y) if such reduction would yield an Adjusted Operating Income payout of less than 100%, the portion of the Tariff Change Impact required to yield an Adjusted Operating Income payout equal to 100%; and (2) if the Company achieves an Adjusted Operating Income payout of less than 50%, and Adjusted Operating Income achievement was negatively impacted by a Tariff Change Impact, then Adjusted Operating Income achievement shall be increased by (x) the Tariff Change Impact or (y) if such increase would yield an Adjusted Operating Income payout of greater than 50%, the portion of the Tariff Change Impact required to yield an Adjusted Operating Income payout equal to 50%.
(b)“Cause” shall mean the occurrence of any of the following: (i) the Grantee’s material misconduct or neglect in the performance of his or her duties; (ii) the Grantee’s commission of any felony, offense punishable by imprisonment in a state or federal penitentiary, any offense, civil or criminal, involving material dishonesty, fraud, moral turpitude or immoral conduct or any crime of sufficient import to potentially discredit or adversely affect the Company’s ability to conduct its business in the normal course; (iii) the Grantee’s material breach of the Company’s written Code of Conduct, as in effect from time to time; (iv) the Grantee’s commission of any act that results in severe harm to the Company excluding any act taken by the Grantee in good faith that he or she reasonably believed was in the best interests of the Company; or (v) the Grantee’s material breach of the Employee Confidentiality, Non-Competition and Non-Solicitation Agreement or the Employee Confidentiality and Non-Solicitation Agreement, as applicable, by and between the Grantee and the Company attached hereto as Attachment A or any other similar agreement entered into by the Grantee and the Company (the “Confidentiality Agreement”). However, none of the foregoing events or conditions will constitute Cause unless the Company provides the Grantee with written notice of the event or condition and thirty (30) days to cure such event or condition (if curable) and the event or condition is not cured within such 30-day period.
(c)“Compensation Committee Certification” shall mean the certification by the Human Capital and Compensation Committee of the Board with respect the Company’s Adjusted Operating Income and Currency Neutral Net Revenue performance for the Performance Period, which certification determines the number of Earned RSUs that are eligible to vest pursuant to Section 6. Upon such certification, any Restricted Stock Units that are determined not to be Earned RSUs shall be immediately forfeited.
(d)“Currency Neutral Net Revenue” shall mean the Company’s net revenues as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles. The Human Capital and Compensation Committee’s evaluation of Currency Neutral Net Revenues shall exclude the impact of any generally accepted accounting principles changes implemented after the date hereof. In addition, in accordance with Section 17.3.4 of the Plan, the following item shall be excluded in the Human Capital and Compensation Committee’s evaluation of the Currency Neutral Net Revenues: any Foreign Exchange Impacts, but only to the extent that the Foreign Exchange Impacts result from foreign currency exchange rates differing from those utilized by the Company at the time the Currency Neutral Net Revenues thresholds were established for purposes of this Agreement, and are greater than the Foreign Exchange Impacts that would have resulted under such foreign currency exchange rates.
(e)“Good Reason” shall mean the occurrence of any of the following events: (i) a material diminishment in the scope of the Grantee’s duties or responsibilities with the Company; (ii) a material reduction in the Grantee’s current base salary, bonus opportunity or a material reduction in the aggregate benefits or perquisites; or (iii) a requirement that the Grantee relocate more than fifty (50) miles from his
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or her primary place of business as of the date of a Change in Control, or a significant increase in required travel as part of the Grantee’s duties and responsibilities with the Company. However, none of the foregoing events or conditions will constitute Good Reason unless (A) the Grantee provides the Company with written objection to the event or condition within ninety (90) days following the occurrence thereof, (B) the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving such written objection, and (C) the Grantee resigns his or her employment within thirty (30) days following the expiration of such cure period.
(f)“Performance Period” shall mean the Company’s fiscal year 2027.
(g)“Retirement” shall mean the Grantee’s voluntary termination from employment after attainment of age 62 with at least five (5) years of continuous service (or after other significant service to the Company, as determined to be satisfied by the Chief Executive Officer and the Chief Financial Officer of the Company in writing); provided, however, that the termination was not occasioned by a discharge for Cause.
(h)An award will qualify as a “Substitute Award” if it is assumed, substituted or replaced by a Successor with awards that, solely in the discretion of the Human Capital and Compensation Committee of the Board, preserves the existing value of the outstanding Restricted Stock Units at the time of the Change in Control and provides vesting and payout terms that are at least as favorable to the Grantee as the vesting and payout terms applicable to the Restricted Stock Units.
(i)“Successor” shall mean the continuing or successor organization, as the case may be, following a Change in Control.
2.Grant of Restricted Stock Units. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of Restricted Stock Units covering ________ shares of the Class C Stock (collectively, the “Restricted Stock Units”). The actual number of shares earned will be 0% to 200% of this target number of Restricted Stock Units depending on the achievement of applicable performance metrics as provided herein. The Purchase Price for the Restricted Stock Units shall be paid by the Grantee’s services to the Company. The Grantee represents that the Restricted Stock Units are being acquired for investment and not with a view toward the distribution or sale thereof.
3.Grant Date. The Grant Date of the Restricted Stock Units hereby granted is May 14, 2026.
4.Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board, or a Committee thereof, shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
5.Calculation of Earned Restricted Stock Units. The Grantee is eligible to earn between 0% and 200% of the Restricted Stock Units, with 100% representing the “Target” amount of Restricted Stock Units, and 200% representing the “Maximum” amount of Restricted Stock Units. The number of Restricted Stock Units ultimately earned will depend on the extent to which the applicable performance metrics, Adjusted Operating Income and Currency Neutral Net Revenue, are satisfied during the Performance Period. The Restricted Stock Units will be earned based upon the Company’s level of Adjusted Operating Income and Currency Neutral Net Revenue achieved during the Performance Period as determined in accordance with Exhibit 1 (the “Earned RSUs”). The Earned RSUs will vest only to the extent the Grantee also satisfies the employment service and other requirements set forth in Section 6 below. Any Restricted Stock Units granted to the Grantee that are determined not to be Earned RSUs will be forfeited as of the Vesting Date. Exhibit 1 is attached to this Agreement and incorporated herein and made a part hereof as if stated herein.
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6.Vesting and Settlement of Awards.
(a)Vesting. The Earned RSUs shall vest in three equal installments on May 15, 2027 (or if later, the date of the Compensation Committee Certification), May 15, 2028 and May 15, 2029, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares, provided that (i) except as provided in Section 6(b), the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement within one (1) year of receipt of the Agreement. Any portion of the Restricted Stock Units granted to a Grantee that are determined not to be Earned RSUs shall be forfeited as of the first vesting date specified in the prior sentence. Except as provided in Section 6(b) or Section 7, all unvested Earned RSUs will be automatically forfeited if the Grantee terminates employment for any reason prior to the applicable vesting date.
(b)Special Vesting Upon Death, Disability and Retirement. Notwithstanding Section 6(a), in the event that the Grantee’s employment with the Company is terminated upon the occurrence of an event specified in sub-clauses (i) through (iv) below, the Earned RSUs shall vest on the dates specified in sub-clauses (i) through (iv) (as applicable) below:
(i)In the event the Grantee’s death or Disability occurs prior to the first vesting date specified in Section 6(a), the number Restricted Stock Units deemed to be Earned RSUs will be 100% of the Restricted Stock Units, and all such Earned RSUs shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability;
(ii)In the event the Grantee’s death or Disability occurs on or after the first vesting date specified in Section 6(a), 100% of the Earned RSUs determined under Section 5 shall immediately vest on the date of the Grantee’s death or termination of employment as a result of Disability;
(iii)In the event the Grantee’s Retirement occurs prior to the first vesting date specified in Section 6(a), the following number of Restricted Stock Units deemed to be Earned RSUs: (A) the total number of Earned RSUs determined under Section 5 that the Grantee would have been entitled to receive on the first vesting date specified in Section 6(a) had the Grantee’s Retirement not occurred prior to such first vesting date multiplied by (B) a fraction, the numerator of which is the number of months in the Performance Period during which the Grantee was continuously employed by the Company (rounded up to the nearest whole month), and the denominator of which is thirty-six (36). All such Earned RSUs shall vest on the first vesting date specified in Section 6(a). For the avoidance of doubt, any Restricted Stock Units or Earned RSUs that did not vest pursuant to the preceding sentence shall be forfeited; and
(iv)(iv) In the event the Grantee’s Retirement occurs on or after the first vesting date specified in Section 6(a), 100% of the Earned RSUs determined under Section 5 shall immediately vest on such date of Retirement.
(c)Settlement of Awards. On the first business day after each vesting date described in Sections 6(a) or 6(b), as applicable, the Company shall deliver to the Grantee the number of shares of the Class C Stock to which Grantee’s vested Earned RSUs relate.
7.Change in Control.
(a)In the event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards, (i) if the Change in Control occurs on or after the first vesting date specified in Section 6(a), 100% of the Earned RSUs shall vest in full on the day immediately prior to the date of the consummation of the transaction(s) that constitutes the Change in Control, and (ii) if the Change in Control occurs prior to the first vesting date specified in Section 6(a), the
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number Restricted Stock Units deemed to be Earned RSUs will be 100% of the Restricted Stock Units, and all such Earned RSUs vest in full on the day immediately prior to the consummation of the transaction(s) that constitutes the Change in Control.
(b)In the event of a Change in Control following which the Restricted Stock Units will be continued, assumed or substituted with Substitute Awards, (i) if the Change in Control occurs prior to first vesting date specified in Section 6(a), the number of such Substitute Awards shall be equivalent to 100% of the Restricted Stock Units, and shall vest in the percentages and on the dates set forth in Section 6(a) or 6(b) of this Agreement, as applicable, and (ii) if the Change in Control occurs on or after the first vesting date specified in Section 6(a), the number of such Substitute Awards shall be equivalent to 100% of the Earned RSUs determined under Section 5, and shall vest in the percentages and on the dates set forth in Section 6(a) or 6(b) of this Agreement, as applicable.
(c)If the Restricted Stock Units are substituted with Substitute Awards as set forth in Section 7(b) above, and within two (2) years following the Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without Cause or resigns for Good Reason, the Substitute Awards shall immediately vest upon such termination or resignation.
(d)On the first business day after each vesting date set forth in Sections 7(a), (b), or (c), as applicable, the Company shall deliver to the Grantee the shares of the Class C Stock to which Grantee’s vested Earned RSUs or Substitute Awards, as applicable, relate.
8.Forfeiture. Subject to the provisions of the Plan and Sections 6 and 7 of this Agreement, with respect to the Restricted Stock Units which have not become vested on the date the Grantee’s employment terminates, the Award of Restricted Stock Units shall expire and such unvested Restricted Stock Units shall immediately be forfeited on such date.
9.Employee Confidentiality Agreement. As a condition to the grant of the Restricted Stock Units, the Grantee shall have executed and become a party to the Confidentiality Agreement.
10.No Shareholder Rights. The Grantee does not have any rights of a shareholder with respect to the Restricted Stock Units. No dividend equivalents will be earned or paid with regard to the Restricted Stock Units.
11.Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
12.Integration. This Agreement and the Plan (including the Confidentiality Agreement) contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
13.Withholding Taxes. The Grantee agrees, as a condition of this grant, that the Grantee will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of vesting of the Restricted Stock Units, Earned RSUs or delivery of the Class C Stock or other shares acquired in connection with this Award. In the event that the Company determines that any federal, state, local, municipal or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units, Earned RSUs or delivery of the Class C Stock or other shares acquired in connection with
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this Award, the Company shall have the right to require such payments from the Grantee in the form and manner as provided in the Plan. The Grantee authorizes the Company at its discretion to satisfy its withholding obligations, if any, by one or a combination of the following:
(a)to the extent permitted by applicable laws, withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company; or
(b)withholding from proceeds of the sale of shares of the Class C Stock acquired upon settlement of the Restricted Stock Units and/or the Earned RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent required); or
(c)withholding in shares of the Class C Stock to be issued upon settlement of the Restricted Stock Units or Earned RSUs; or
(d)by any other method deemed by the Company to comply with applicable laws.
14.Data Privacy. The Company is located at 1020 Hull Street Baltimore, MD 21230-2080, U.S.A. and grants Restricted Stock Units to employees of the Company and its Subsidiaries and Affiliates, at the Company’s sole discretion. The Grantee acknowledges that he or she has reviewed the following information about the Company’s data processing practices and declares his or her consent.
(a)Collection and Usage. The Company collects, processes and uses personal employee data, including name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, citizenship, job title, any shares of Class C Stock or directorships held in the Company, and details of all equity awards granted, canceled, vested or outstanding in the Grantee's favor, which the Company receives from the Grantee or the Employer (“Data”). If the Company grants the Grantee equity rights under the Plan, then the Company will collect the Grantee’s Data for purposes of allocating shares of Class C Stock and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing, and use of the Grantee’s Data is the Grantee’s consent.
(b)Stock Plan Service Provider. The Company transfers the Grantee’s Data to Fidelity Workplace Services LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share my Data with another company that serves in a similar manner. The Company’s service provider will open an account for the Grantee to receive and trade shares of Class C Stock. The Grantee will be asked to agree on separate terms and data processing practices with the service provider, which is a condition to the Grantee’s ability to participate in the Plan.
(c)[Reserved].
(d)Voluntariness and Consequences of Consent, Denial or Withdrawal. The Grantee’s participation in the Plan and the Grantee’s grant of consent hereunder is purely voluntary. The Grantee may deny or withdraw his or her consent at any time. If the Grantee does not consent, or if the Grantee later withdraws his or her consent, the Grantee may be unable to participate in the Plan. This would not affect the Grantee’s existing employment or salary; instead, the Grantee merely may forfeit the opportunities associated with participation in the Plan.
(e)Data Retention. The Grantee understands that the Grantee’s Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan.
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(f)Data Subject Rights. The Grantee understands that the Grantee may have the right under applicable law to (i) access or copy the Grantee’s Data that the Company possesses, (ii) rectify incorrect Data concerning the Grantee, (iii) delete the Grantee’s Data, (iv) restrict processing of the Grantee’s Data, or (v) lodge complaints with the competent supervisory authorities in the Grantee’s country of residence. To receive clarification regarding these rights or to exercise these rights, the Grantee understands that the Grantee can contact Human Resources at GlobalCompensationTeam@underarmour.com. The Company will process the Grantee’s requests related to these rights as the law allows, which means in some cases there may be legal or other official reasons that Company may not be able to address the specific request related to the Grantee’s rights to protect the Grantee’s privacy. The Company will take steps to verify the Grantee identity before fulfilling any such request.
If the Grantee agrees with the data processing practices as described in this notice, he or she should declare his or her consent by clicking “Accept” on the Fidelity NetBenefits award acceptance page.
15.Section 409A. It is intended that the Restricted Stock Units awarded hereunder be exempt from the application of Section 409A of the Internal Revenue Code and applicable guidance thereunder (“Section 409A”) and the Plan and this Agreement shall be construed in a manner that effects such intent. However, the tax treatment of the benefits provided under the Plan or this Agreement is not warranted or guaranteed. Notwithstanding anything to the contrary, to the extent any amount or benefit would constitute non-exempt deferred compensation for purposes of Section 409A, the Plan and this Agreement shall be interpreted and administered in compliance with Section 409A, including the requirement that if the Company determines that the Grantee is a “specified employee” within the meaning of Section 409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be delayed until the earlier of (a) the date that is six months and one day after the date of such separation from employment or (b) the date of the Grantee’s death.
16.Electronic Delivery. The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant the Grantee agrees that the Company may deliver the Plan prospectus and the Company’s annual report to the Grantee in an electronic format. If at any time the Grantee would prefer to receive paper copies of these documents, as the Grantee is entitled to receive, the Company would be pleased to provide copies. The Grantee should contact GlobalCompensationTeam@underarmour.com to request paper copies of these documents.
17.Counterparts; Electronic Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Agreement may be signed by the Company through application of an authorized officer’s signature, and may be signed by the Grantee through an electronic signature.
18.Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without regard to the provisions governing conflict of laws. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Maryland, and agree that such litigation will be conducted in the jurisdiction and venue of the United States District Court for the District of Maryland or, in the event such jurisdiction is not available, any of the appropriate courts of the State of Maryland, and no other courts.
19.Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
20.Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the
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Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock Units shall be final and conclusive.
The Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantee’s own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
| UNDER ARMOUR, INC. | |||||
| By: | |||||
| GRANTEE | |||||
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EXHIBIT 1
PERFORMANCE METRICS SCHEDULE
| Threshold (50%) | Target (100%) | Maximum (200%) | |||||||||
| Currency Neutral Net Revenue (35% Weight) | $____ | $____ | $____ | ||||||||
| Adjusted Operating Income (65% Weight) | $____ | $____ | $____ | ||||||||
Performance falling between Performance Metrics listed above will be calculated based on straight-line interpolation. 35% of the Restricted Stock Units granted will be eligible to be earned based on Currency Neutral Net Revenue Performance Metrics; 65% of the Restricted Stock Units granted will be eligible to be earned based on Adjusted Operating Income Metrics. Whether Performance Metrics have been met, to what extent and the number of Restricted Stock Units eligible to be earned pursuant to this Exhibit 1 shall be determined by the Human Capital and Compensation Committee in its sole discretion.
Example 1: Grantee is awarded 10,000 Restricted Stock Units. For the Performance Period, the Company achieves Currency Neutral Net Revenue of $____ and Adjusted Operating Income of $____. Based on the above chart, Grantee will earn 9,043 Earned RSUs based on 1,778 RSUs from Currency Neutral Net Revenue (3,500 x 51%) and 7,264 RSUs from Adjusted Operating Income (6,500 x 112%).*
Example 2: Grantee is awarded 10,000 Restricted Stock Units. For the Performance Period, the Company achieves Currency Neutral Net Revenue of $____ and Adjusted Operating Income of $____. Based on the above chart, Grantee will earn 11,161 Earned RSUs based on 6,044 RSUs from Currency Neutral Net Revenue (3,500 x 173%) and 5,117 RSUs from Adjusted Operating Income (6,500 x 79%).*
*Examples are provided solely for illustrative purposes. Actual performance is uncertain.
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Exhibit 31.01
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin A. Plank, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Under Armour, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026
| /s/ KEVIN A. PLANK | |||||
| Kevin A. Plank | |||||
President and Chief Executive Officer | |||||
Principal Executive Officer | |||||
Exhibit 31.02
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Reza Taleghani, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Under Armour, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2026
| /s/ REZA TALEGHANI | |||||
| Reza Taleghani | |||||
| Chief Financial Officer | |||||
| Principal Financial Officer | |||||
Exhibit 32.01
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the “Company”) hereby certifies, to such officer's knowledge, that:
(i) the quarterly report on Form 10-Q of the Company for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2026
| /s/ KEVIN A. PLANK | |||||
| Kevin A. Plank | |||||
President and Chief Executive Officer | |||||
| Principal Executive Officer | |||||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.02
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Under Armour, Inc. (the “Company”) hereby certifies, to such officer's knowledge, that:
(i) the quarterly report on Form 10-Q of the Company for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 6, 2026
| /s/ REZA TALEGHANI | |||||
| Reza Taleghani | |||||
| Chief Financial Officer | |||||
| Principal Financial Officer | |||||
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Under Armour, Inc. and will be retained by Under Armour, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.