Under Armour Inc

Components of Our Fiscal Year 2025 Compensation Program

Base Salary

The Human Capital and Compensation Committee approves base salaries for our executive officers at levels it deems appropriate based primarily on the executive’s level of responsibility, experience and competitive market data.

The following table summarizes the base salaries for our named executive officers approved by the Human Capital and Compensation Committee for fiscal year 2025:

(1)Mr. Dausch served as Chief Consumer Officer from July 2023 to May 2024, and served as Chief Strategy and Consumer Experience Officer from May 2024 through August 30, 2024, when he left the company.

Mr. Plank returned to the role of President and Chief Executive Officer effective April 1, 2024. Previously, he served as the Executive Chair and Brand Chief. In connection with returning to the role of President and Chief Executive Officer, the Human Capital and Compensation Committee approved an increase in his annual base salary from $500,000 to $900,000, effective July 1, 2024.

The Human Capital and Compensation Committee did not increase any other named executive officer’s base salary in fiscal year 2025. In making this decision, the committee considered competitive market data on compensation for comparable positions from WTW’s executive compensation market assessment, which includes surveys and proxy data.

Annual Cash Incentive Award

Plan Design and Performance Measures

We have an annual cash incentive plan for our executive officers pursuant to which executives are eligible for a cash incentive award based primarily on company performance during the year. In May 2024, we announced our financial expectations for fiscal year 2025, noting that we expected net revenue to be down at a low-double-digit percentage rate as compared to the prior fiscal year, and adjusted operating income of $130 million to $150 million. The Human Capital and Compensation Committee considered these expectations when establishing targets under the annual cash incentive plan.

Below is a summary of the targets considered in our annual cash incentive plan for fiscal year 2025, their relative weighting and our performance against each metric:

• The Adjusted Operating Income targets above must include the funding for the incentive award amounts. As a result, in order to fund higher incentive award amounts above the threshold level, the company must have achieved Operating Income levels even higher than those shown above. Our actual GAAP reported Operating loss forfiscal year 2025 was approximately $(185) million.

** The threshold Adjusted Operating Income goal must be met for the Currency Neutral Net Revenue performance metric to be funded for payout. If the Adjusted Operating Income payout is above threshold, but below target, the payout for the Currency Neutral Net Revenue metric cannot exceed 50% of the Adjusted Operating Income payout.

Our annual cash incentive plan for executives for fiscal year 2025 was based primarily on the financial targets described above. Each executive’s performance was tied to overall company performance rather than individual business units. In addition, while the annual cash incentive award amounts are primarily determined based on the company-wide measures discussed above, the Human Capital and Compensation Committee also considers the individual performance of our executive officers, and may adjust up or down the annual cash incentive amounts based on individual performance during the year. Performance reviews are generally based on a qualitative assessment of performance and consider the executive’s performance and the performance of the department or departments for which the executive has responsibility and the contributions the executive and department are making to the overall success of Under Armour.

Our annual cash incentive plan for executives for fiscal year 2025 was initially designed with the two financial metrics discussed above and a third metric related to certain strategic objectives. At its meeting in February 2025, the committee further discussed with management and WTW the design of the fiscal year 2025 annual cash incentive plan and the company’s consistent performance against its financial objectives throughout the year. In executive session, the committee determined to consider only the two financial metrics in the fiscal year 2025 executive annual cash incentive plan when considering performance under the plan: adjusted operating income (weighted at 65%; previously 60%) and currency neutral net revenue (weighted at 35%, previously 30%).

Incentive Award Levels and Fiscal Year 2025 Results

Forfiscal year 2025, the Human Capital and Compensation Committee set the following award target levels under our annual cash incentive plan for our named executive officers (other than the Chief Executive Officer) based on achievement of the metrics outlined above:

The Human Capital and Compensation Committee did not increase the annual cash incentive award target levels forfiscal year 2025 as compared to fiscal year 2024. Between the threshold amount and the target amount of each metric, and the target amount and maximum amount of each metric, the company utilizes a sliding scale to determine the payout based on the amount of funding generated by the incremental adjusted operating income dollars or currency neutral net revenue dollars. The annual incentive amounts for all the named executive officers were set at the above levels in order to have a significant percentage of the executive officers’ total compensation tied primarily to corporate performance. We believe tying a significant percentage of executive officers’ total compensation to corporate performance supports our objective to motivate our executives to build and profitably grow our business.

With respect to adjusted operating income, we achieved between the target and maximum performance levels, with adjusted operating income of$212 million. With respect to currency neutral net revenue, we achieved between the threshold and target performance level, with currency neutral net revenue of$5.19 billion. Based on these performance conditions, the Human Capital and Compensation Committee approved fiscal year 2025 annual cash incentive award amounts for the named executive officers at 115% of the target level of performance.

The annual cash incentive award for our executives is primarily determined based on the performance measures discussed above. However, the Human Capital and Compensation Committee considers the overall performance of our executive officers, and may adjust the annual incentive amounts based on individual performance during the year. Performance reviews are generally based on a qualitative assessment of performance and consider the executive’s performance and the performance of the department or departments for which the executive has responsibility, as well as the contributions the executive and department are making to the overall success of Under Armour. The CEO makes recommendations to the committee for adjustments for executives, if any. Forfiscal year 2025, Mr. Curran and Mr. Saidi received individual performance adjustments to their annual cash incentive awards, resulting in their final award amounts multiplied by 1.05 (or 105% of the amount). This was based on their strong performance against strategic objectives in their respective areas. Ms. Trent also received an individual performance adjustment for her fiscal year 2025 annual cash incentive award, resulting in her final award amount multiplied by 1.15 (or 115% of the amount). This was based on her strong performance against the fiscal year 2025 plan for the North America and LATAM region. Due to departure of Mr. Dausch within six months of the start of the fiscal year, Mr. Dausch did not receive afiscal year 2025 bonus pursuant to the terms of the Under Armour, Inc. Executive Severance Program. For the amounts paid to the named executive officers, see the “Fiscal Year 2025 Summary Compensation Table” below.

Bonus Award

As discussed above, following Mr. Plank’s return to the role of President and Chief Executive Officer, in the first quarter of fiscal year 2025 the Human Capital and Compensation Committee approved an updated compensation package consisting of a salary increase, a performance based restricted stock unit award vesting only upon achievement of a share-price hurdle and a time based restricted stock unit award. At the time, it was not contemplated that Mr. Plank would participate in the fiscal year 2025 annual cash incentive plan. However, following the completion of fiscal year 2025, considering factors including Mr. Plank’s and the company’s performance and recent volatility and uncertainty in the stock market related to macroeconomic factors, following discussions with WTW and management, the committee granted Mr. Plank a cash bonus of $1,035,000, which amount equates to a target bonus of 100% of Mr. Plank’s fiscal year 2025 salary at the achieved 115% funding level for the fiscal year 2025 annual cash incentive plan. This award is reflected in the “Fiscal Year 2025 Summary Compensation Table” below.

Equity Awards

Management and the Human Capital and Compensation Committee believe equity awards are an essential component of executive compensation and serve to better align the interests of our executives with those of our stockholders.

The Human Capital and Compensation Committee approves equity awards under our Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as amended (the “2005 Plan”). The purpose of the 2005 Plan is to enhance our ability to attract and retain highly qualified executives and other persons and to motivate them to improve our business results and earnings for the long-term by providing them with equity holdings in Under Armour. While the committee has the discretion under the terms of the plan to issue awards for shares of our Class A Stock, the committee has used only our Class C Stock for equity compensation in recent years.

Annual Equity Awards for the Chief Executive Officer for Fiscal Year 2025

Forfiscal year 2025, in connection with Mr. Plank returning to the role of President and Chief Executive Officer, management recommended, and the committee approved, granting pursuant to the 2005 plan a performance based restricted stock unit award for 2,000,000 shares of the company’s Class C Stock (representing a grant date fair value of $8,260,000) (the “CEO PSU Award”) and a time based restricted stock unit award for $840,000 of the company’s Class C Stock (the “CEO RSU Award”). These equity awards are included in the “Grants of Plan-Based Awards for Fiscal Year 2025” table below.

The CEO PSU Award is eligible to vest in certain annual increments only upon achievement of a share-price hurdle. This requires that the average of the closing trading prices of the Class C Stock equal or exceed $13.00 over 60 consecutive trading days. The closing price of the Class C Stock on the New York Stock Exchange on the grant date, June 3, 2024, was $6.78 per share. As our founder and majority stockholder, tying the majority of Mr. Plank’s compensation solely to achievement of a significant share price increase represents his commitment to and confidence in the performance and growth of our business and provides further alignment with stockholder interests.

Under the terms of the CEO PSU Award, if the share-price hurdle is not achieved prior to March 31, 2028, the award will be forfeited in full. The share-price hurdle was not achieved during fiscal year 2025. If the share-price hurdle is achieved during fiscal year 2026, then the award vests 1,000,000 units in May 2026, 500,000 units in May 2027 and 500,000 units in May 2028. If the share-price hurdle is achieved during fiscal year 2027, then the award vests 1,500,000 units in May 2027 and 500,000 units in May 2028. If the share-price hurdle is achieved during fiscal year 2028, then the award vests in full in May 2028.

The CEO RSU Award follows the design of the time based awards granted to the other named executive officers described below, and vests in three equal annual installments in June 2025, May 2026 and May 2027.

The CEO PSU Award and the CEO RSU Award are each subject to the terms and conditions set forth in the related grant agreements, and both awards are subject to Mr. Plank’s continuous employment through the applicable vesting dates (other than in the case of death or disability, in which case, he would receive the 100% of the awards). In the event of a change in control of the company in which the equity awards are not continued, assumed or substituted with a substitute award, the CEO PSU Award will vest in full if either the share-price hurdle was achieved prior to the date of the change in control or if the per share value received by stockholders in the transaction equals or exceeds $13.00 (and otherwise will be forfeited), and the CEO RSU Award will vest in full. In the event of a change in control of the company in which substitute awards are provided, the CEO PSU Award will continue based on the terms of the substitute award, and the CEO RSU Award will continue with the same vesting dates as applied prior to the change in control, in each case, subject to full accelerated vesting if Mr. Plank’s employment is terminated by the successor company without cause or he resigns for good reason within two years following the change in control.

Annual Equity Awards for the Other Named Executive Officers for Fiscal Year 2025

As discussed above, forfiscal year 2025, management recommended, and the committee approved, maintaining our historical practice of granting our named executive officers (other than the CEO as discussed above) 50% time based and 50% performance based restricted stock unit awards for the annual equity award program. The following provides a summary of thefiscal year 2025 annual equity award program for our other named executive officers:

Employees receiving equity awards under the 2005 Plan are chosen primarily based on their position and responsibilities within the company. The amount of the equity award to each employee is generally tiered based on the employee’s level within the company and competitive market practices, and for executive officers the Human Capital and Compensation Committee considered the mix of equity awards as part of the total compensation for executives. Employees at the Senior Vice President level and above receive 50% of their annual equity awards granted in the form of time based restricted stock units and 50% granted in the form of performance based restricted stock units, while equity-eligible employees below the Senior Vice President level receive 100% of their annual equity awards granted in the form of time based restricted stock units.

With respect to each of the other named executive officers, the committee recommended an annual equity award target with the same grant date fair value as the prior year (with 50% granted in the form of time based restricted stock units and 50% in the form of performance based restricted stock units). These equity awards are included in the “Grants of Plan-Based Awards for Fiscal Year 2025” table below. Mr. Dausch forfeited all of his fiscal year 2025 annual equity awards upon his departure.

While historically the annual performance based restricted stock unit awards included three-year combined currency neutral net revenue and adjusted operating income targets, given the change in CEO, which occurred in April 2024 just prior to the annual equity award grant date in June 2024, the company’s strategic decision to proactively reduce discounting and promotional activity in its direct-to-consumer business and the general uncertainty and volatility in the retail sector, management recommended, and the committee approved, a one-year performance period for the performance based equity awards granted in fiscal year 2025 based on currency neutral net revenue and adjusted operating income targets consistent with our financial plan at the start of fiscal year 2025.

Below is a summary of the targets considered in our fiscal year 2025 performance based restricted stock unit awards, their relative weighting and our performance against each metric:

As a result, 107% of the target amount of the fiscal year 2025 performance based equity awards was earned, vesting in three equal annual installments, the first of which vested in June 2025.

Time Based Equity Awards

From time to time management recommends, and the Human Capital and Compensation Committee approves, other time based restricted stock unit awards to certain of our executive officers, typically in connection with the officer joining our company, a change in the scope of the officer’s responsibilities, or to ensure that the officer’s financial interests are sufficiently aligned with the interests of our stockholders. In determining the amount of these awards, management and the committee considered primarily the executive’s position and level of responsibility within our company, as well as the retention and long-term incentive value of the award.

In August 2024, management recommended, and the committee approved, a time based restricted stock unit award with a grant date fair value of $350,000 for Mr. Saidi. The award will vest in two equal installments in August 2026 and August 2027, subject to continued employment. In considering this award, the committee considered the value of Mr. Saidi’s outstanding unvested equity awards and the criticality of his role to the company’s business strategy and financial performance. This equity award is included in the “Grants of Plan-Based Awards for Fiscal Year 2025” table below.

Fiscal Year 2026 Compensation Changes

As discussed above, the company historically establishes both short-term and long-term performance compensation financial targets during the first quarter of each fiscal year, informed by management’s financial expectations for the fiscal year. In May 2025, given the uncertainty in the global trade environment due to recent changes in trade policy, our Human Capital and Compensation Committee delayed approval of certain elements of our fiscal year 2026 compensation program, specifically the financial targets for our annual cash incentive award. The committee expects to consider these elements of our compensation program during the second quarter of fiscal year 2026. In addition, due to these uncertainties, the committee determined to deviate from its historical practice of granting 50% performance based equity awards in connection with our annual equity award program and granted only time based restricted stock unit awards to our executive officers other than our Chief Executive Officer. These awards will vest in three equal annual installments beginning in May 2026. With respect to our President and Chief Executive Officer, the committee granted a fiscal year 2026 performance based award similar to the award granted in fiscal year 2025, which is eligible to vest in certain annual increments only upon achievement of a share-price hurdle.

As discussed further in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, on June 20, 2024, our company entered into a settlement agreement resolving a securities class action lawsuit. Under the terms of the settlement, we agreed to a non-monetary provision restricting our ability to grant time based restricted stock or restricted stock units to our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer for a three-year period. Given the uncertainty regarding the global trade environment and potential impacts on our results of operations, as well as the committee’s decision to not grant our named executive officers (other than our Chief Executive Officer) performance based equity awards, in May 2025 the committee granted our Chief Financial Officer a restricted cash award in lieu of an annual equity award for fiscal year 2026 valued at the same amount that the grant date fair value of his annual equity award would have been. The award will vest in three equal annual installments beginning in May 2026. Amounts are not subject to any adjustment based on our performance or our stock price. With respect to our President and Chief Executive Officer, the committee granted time based stock options in lieu of the time based equity award granted in fiscal year 2025, which the committee determined would further incentivize Mr. Plank to drive long-term stockholder value as the options only have value to the extent our stock price increased over the price on the grant date.

With respect to the fiscal year 2026 cash compensation of our President and Chief Executive Officer, while the Human Capital and Compensation Committee decided to maintain Mr. Plank’s fiscal year 2025 salary for fiscal year 2026, in light of Mr. Plank’s strong performance and considering Mr. Plank’s compensation package as compared to market data, following discussions with WTW and management, the committee decided to include Mr. Plank in the fiscal year 2026 annual cash incentive plan with a target bonus of 230% of his fiscal year 2026 salary.

Benefits and Perquisites

We have no defined benefit pension plan or any type of supplemental retirement plan for executives. We have a deferred compensation plan to provide senior management, including executive officers, with a way to save on a tax-deferred basis for retirement and other needs. The plan allows for company contributions in certain limited cases. See “Nonqualified Deferred Compensation” for a description of this plan and the balances under the plan for the named executive officers. We did not make any company contributions to the plan infiscal year 2025 for any named executive officer.

Executive officers are eligible to participate in our broad-based benefit plans available to employees generally, including a 401(k) plan and Employee Stock Purchase Plan.

We offer employer-paid individual disability insurance to all benefits-eligible employees. The standard benefit offered to all employees above the director level provides long-term disability insurance equal to 50% of their salary, up to a maximum benefit of $12,500 per month. From April 1, 2024 through September 30, 2024, we paid the premiums for supplemental long-term disability insurance for certain of our named executive officers who were executive officers located in the United States at the time of the annual enrollment. The supplemental policy increased such executive officer’s coverage to up to 75% of his or her salary and bonus, up to a maximum benefit of $20,000 per month (or $32,500 total maximum benefit under the standard and supplemental policies). We did not provide any tax gross-up to our executive officers to cover the income taxes incurred as a result of our paying the premiums on these policies. Beginning on October 1, 2024, we no longer paid the premiums for any of our executive officers for our supplemental long-term disability insurance. However, our executive officers have the ability to elect to pay the premiums of the supplemental policy to increase their coverage to up to 75% of their salary and bonus, up to a maximum benefit of an additional $10,000 per month (or $22,500 total maximum benefit under the standard and supplemental policies).