Under Armour Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

UNDER ARMOUR, INC.

(name of the registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

UNDER ARMOUR, INC.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 3, 2025

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday, September 3, 2025 at 1:00 p.m., Eastern Time, at the company’s office at 2601 Port Covington Drive, Baltimore, Maryland 21230 to consider and vote on the following matters:

1. To elect eleven directors nominated by the Board of Directors to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;

2. To approve, on an advisory basis, our executive compensation;

3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending March 31, 2026; and

4. To vote on a stockholder proposal, if properly presented at the Annual Meeting.

We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote “FOR” the election of the eleven nominees to the Board of Directors listed in the accompanying proxy statement, “FOR” the approval of our executive compensation, “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm and “AGAINST” the stockholder proposal.

Only holders of record of Class A Common Stock or Class B Common Stock as of the close of business on June 6, 2025 are entitled to notice of, or to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of Class C Common Stock have no voting power as to any items of business that may properly be brought before the Annual Meeting.

All stockholders are invited to attend the Annual Meeting. If you are a stockholder of record as of the June 6, 2025 record date, you will be admitted to the meeting if you present a form of photo identification and proof of ownership of Under Armour, Inc. stock. If you own stock beneficially, such as through a bank or broker, you will be admitted to the meeting if you present a form of photo identification and proof of ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership.

Whether or not you intend to attend the Annual Meeting, please vote your shares promptly by following the voting instructions you have received.

By Order of the Board of Directors

Mehri Shadman

Chief Legal Officer and Corporate Secretary

Baltimore, Maryland