Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024

________________________________________________________________________________

UNDER ARMOUR, INC.

________________________________________________________________________________

Maryland

001-33202

52-1990078

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1020 Hull Street, Baltimore, Maryland

21230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (410) 468-2512

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Class A Common Stock	UAA	New York Stock Exchange
Class C Common Stock	UA	New York Stock Exchange
(Title of each class)	(Trading Symbols)	(Name of each exchange on which registered)

________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 6, 2024, Under Armour, Inc. (the “Company”) announced that Jim Dausch, who joined the Company as Chief Consumer Officer in July 2023 and was a named executive officer in the Company’s most recent proxy statement, will be leaving the Company on August 30, 2024 to pursue other opportunities.

Item 8.01. Other Events.

On August 6, 2024, the Company announced that Eric Liedtke will join the Company as Executive Vice President, Brand Strategy, effective following the completion of the Company’s acquisition of UNLESS COLLECTIVE, INC, a zero-plastic regenerative fashion brand co-founded by Mr. Liedtke. The transaction is expected to be completed in the second quarter of fiscal year 2025. A copy of the Company’s press release announcing Mr. Liedtke’s appointment is attached hereto as Exhibit 99.1.

Some of the statements contained in this Current Report on Form 8-K 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 in this report regarding the expected timing of the completion of the transaction. The forward-looking statements in this report reflect the Company’s current views and assumptions, as of the date of this report, about future events. They are subject to risks, uncertainties, assumptions, and changes in circumstances that may cause events or the Company’s actual activities or results to differ significantly from those expressed in any forward-looking statement. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future events, results, actions, activity levels, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes 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 unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit
99.1						Under Armour, Inc. press release dated August 6, 2024.
101						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
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNDER ARMOUR, INC.

Date: August 6, 2024

By:

/s/ Mehri Shadman

Mehri Shadman

Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

UNDER ARMOUR ANNOUNCES ERIC LIEDTKE AS EXECUTIVE VICE PRESIDENT OF BRAND STRATEGY

Industry Veteran and Former adidas Group Executive Will Join the Company Following the Acquisition of UNLESS COLLECTIVE, INC

BALTIMORE, Aug. 6, 2024—Under Armour, Inc. (NYSE: UA, UAA) today announced that Eric Liedtke will join the company as Executive Vice President of Brand Strategy following the completion of its acquisition of UNLESS COLLECTIVE, INC (UNLESS), a zero-plastic regenerative fashion brand. The transaction is expected to be completed later this week.

After a 26-year career at adidas Group (adidas), culminating in his roles as Brand President and Executive Board Member from 2014 to 2019, Liedtke and industry executives from adidas, Quicksilver, and R/GA set out in 2020 to found UNLESS and pioneer a better way for the industry to prove that plants could replace plastics in the creation of apparel and footwear.

Eric will serve as Executive Vice President of Brand Strategy and be globally accountable for amplifying Under Armour’s brand identity and storytelling, its comprehensive strategic planning process, and executing transformational initiatives that accelerate growth for UA while continuing to lead and curate, UNLESS. He will report to President & CEO Kevin Plank and oversee UA’s brand presence through category marketing, consumer intelligence, creative, marketing operations, loyalty, social media, sports marketing, and all strategy functions.

“We are thrilled to welcome Eric and the UNLESS team to Under Armour. With Eric’s best-in-class history of driving exceptional growth in the branded sports industry and an established reputation as an exceptional leader, his experience will be a tremendous asset in galvanizing Under Armour’s brand strategy, refining our operating model, and ensuring that every facet of consumer engagement is moving our brand forward,” said Under Armour President & Chief Executive Officer Kevin Plank. “Complementing our strengthened leadership team – Eric is a rare multi-disciplinary professional whose track record of consumer-centric growth will help drive our company’s evolution during this unique time. I look forward to working with Eric in this important new role.”

“Sports, inspiration, and culture bring people together, and I am honored by the opportunity to contribute to Under Armour’s long legacy as an iconic brand that connects across these dimensions,” said Under Armour Executive Vice President of Brand Strategy Eric Liedtke. “I see tremendous opportunity to elevate the brand, enable deeper loyalty, and drive growth among new and existing consumers. I am excited to work with a visionary founder in Kevin and the executive leadership team to redefine and amplify the UA story and deliver an improved trajectory of growth over the long term.”

Eric Liedtke Background

Before co-founding and becoming Chief Executive Officer of UNLESS in 2020, Eric Liedtke built a storied career at adidas, including senior positions in footwear marketing and executive roles as VP of Brand Marketing, SVP of Sports Performance Brand Marketing and Head of Sports Performance, finishing as Brand President and Executive Board Member. While Brand President, he is credited with orchestrating one of the most significant turnarounds in the company’s history through the creation and implementation of a five-year strategic plan that delivered more than $8 billion of revenue growth. His strategic and cultural leadership enabled adidas to break new ground in material, innovation, sustainability, and streetwear, creating

conditions for consistent growth and largely responsible for the launches of the Boost footwear platform, Yeezy collaboration, and Parley line of sustainability-driven products, which were built from recycled ocean plastics. Liedtke holds a Bachelor of Arts degree from the University of Wisconsin-Madison and is an avid surfer, outdoorsman, and fitness addict.

About UNLESS COLLECTIVE, INC

UNLESS COLLECTIVE, INC (UNLESS) is the world’s first all-plant, zero-plastic regenerative fashion brand. Inspired by the Pacific Northwest and influenced by the utility and style of skate, outdoor, and cold-water surf, UNLESS creates clothing and apparel built from the elements that can be worn in the elements and safely returned to the elements. UNLESS is a collective of innovators, engineers, artists, and activists collaborating to operate the first regenerative fashion platform – connecting material, design, manufacturing, and composting to use plant-based innovation and production ingenuity to solve for a plastic-free future. Visit https://unlesscollective.com for more information.

About Under Armour, Inc.

Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor, marketer, and distributor of branded athletic performance apparel, footwear, and accessories. Designed to empower human performance, Under Armour’s innovative products and experiences are engineered to make athletes better. For further information, please visit http://about.underarmour.com.

Forward-Looking Statements

Some of the statements contained in this press release constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts, such as statements regarding our future growth opportunities. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” or the negative of these terms or other comparable terminology. The forward-looking statements in this press release reflect our current views about future events. They are subject to risks, uncertainties, assumptions, and 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 the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, activity levels, performance, or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in the quarterly and annual reports filed with the Securities and Exchange Commission (SEC). The forward-looking statements contained in this press release reflect our views and assumptions only as of the date of this press release. 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.

# # #


Under Armour Contacts:
Lance Allega
SVP, Investor Relations, Treasury and Corporate Development
(410) 246-6810

Cover	Aug. 06, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	UNDER ARMOUR, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-33202
Entity Tax Identification Number	52-1990078
Entity Address, Address Line One	1020 Hull Street
Entity Address, City or Town	Baltimore
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21230
City Area Code	410
Local Phone Number	468-2512
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001336917
Class A Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A Common Stock
Trading Symbol	UAA
Security Exchange Name	NYSE
Class C Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class C Common Stock
Trading Symbol	UA
Security Exchange Name	NYSE