EXPLANATORY NOTE
Under Armour, Inc. (the Company) is filing this registration statement on Form S-8 (the
Registration Statement) pursuant to and in accordance with General Instruction E of Form S-8 to register 17,000,000 additional shares of Class C Common Stock, par value $0.0003 1/3 per share
(the Class C Common Stock), of the Company, issuable pursuant to the Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the Plan). The Company registered the issuance of 30,000,000
shares of Class C Common Stock in connection with the Plan on its Registration Statement on Form S-8 (Registration No. 333-210844) filed with the Securities
and Exchange Commission (the Commission) on April 20, 2016, and the issuance of 15,000,000 additional shares of Class C Common Stock in connection with the Plan on its Registration Statement on Form S-8 (Registration No. 333-234809) filed with the Commission on November 21, 2019 (collectively, the Prior Registration Statements).
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration
Statements are hereby incorporated by reference, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents that the Company has previously filed with the Commission are incorporated herein by reference:
|
(a) |
The Companys Annual Report on Form
10-K for the fiscal year ended March 31, 2023, filed with the Commission on May 24, 2023; |
|
(b) |
The Companys Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2023, filed with the Commission on August 8, 2023; |
|
(d) |
The description of the Companys Class C Common Stock, contained in the Companys Registration
Statement on Form 8-A filed with the Commission on March 21, 2016, including any amendment or report filed
for the purpose of updating such description, including the description of the Companys Class
C Common Stock included as Exhibit 4.1 to the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 24, 2021. |
All reports and other documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed
to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in
this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration
Statement.
Item 5. |
Interests of Named Experts and Counsel. |
Certain legal matters with respect to the Class C Common Stock offered and sold pursuant to this Registration Statement will be passed
upon for the Company by Mehri Shadman, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company. As of September 20, 2023, Ms. Shadman owned or had the right to acquire, directly or indirectly, an aggregate of
less than 0.1% of the Companys Class A Common Stock, par value $0.0003 1/3 per share, and less than 0.1% of the Companys Class C Common Stock. Ms. Shadman is eligible to participate in the Plan and the Under Armour, Inc.
Employee Stock Purchase Plans.
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