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 December 31, 2025
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
______________________________________
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
______________________________________
| Maryland | 52-1990078 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
101 Performance Drive Baltimore, Maryland 21230 | (410) 468-2512 | |||||||
| (Address of principal executive offices) (Zip Code) | (Registrant's telephone number, including area code) | |||||||
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) | ||||||
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 definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | 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 January 31, 2026 there were 188,834,386 shares of Class A Common Stock, 34,450,000 shares of Class B Convertible Common Stock and 202,605,615 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 December 31, 2025 and March 31, 2025 (unaudited) | |||||||||||
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2025 and 2024 (unaudited) | |||||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2025 and 2024 (unaudited) | |||||||||||
Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended December 31, 2025 and 2024 (unaudited) | |||||||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 2024 (unaudited) | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; In thousands, except share data)
| December 31, 2025 | March 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 464,648 | $ | 501,361 | |||||||
Accounts receivable, net of allowance for doubtful accounts of $15,255 and $17,020 as of December 31, 2025 and March 31, 2025, respectively. | 611,520 | 675,822 | |||||||||
| Inventories | 1,074,527 | 945,836 | |||||||||
Restricted investments (Note 7) | 599,830 | — | |||||||||
| Prepaid expenses and other current assets, net | 238,506 | 206,078 | |||||||||
| Total current assets | 2,989,031 | 2,329,097 | |||||||||
Property and equipment, net (Note 3) | 592,705 | 645,147 | |||||||||
Operating lease right-of-use assets (Note 4) | 367,039 | 384,341 | |||||||||
Goodwill (Note 5) | 495,162 | 487,632 | |||||||||
Intangible assets, net | 4,425 | 5,224 | |||||||||
Deferred income taxes (Note 15) | 68,356 | 286,160 | |||||||||
| Other long-term assets | 113,265 | 163,270 | |||||||||
| Total assets | $ | 4,629,983 | $ | 4,300,871 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
Current maturities of long-term debt (Note 7) | $ | 599,682 | $ | — | |||||||
| Accounts payable | 664,489 | 429,944 | |||||||||
| Accrued expenses | 471,288 | 348,747 | |||||||||
Customer refund liabilities (Note 10) | 143,423 | 146,021 | |||||||||
Operating lease liabilities (Note 4) | 140,656 | 130,050 | |||||||||
| Other current liabilities | 69,929 | 54,381 | |||||||||
| Total current liabilities | 2,089,467 | 1,109,143 | |||||||||
Long-term debt, net of current maturities (Note 7) | 390,049 | 595,125 | |||||||||
Operating lease liabilities, non-current (Note 4) | 558,133 | 574,277 | |||||||||
| Other long-term liabilities | 157,275 | 132,048 | |||||||||
| Total liabilities | 3,194,924 | 2,410,593 | |||||||||
Stockholders' equity (Note 9) | |||||||||||
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of December 31, 2025 and March 31, 2025; 188,834,386 shares issued and outstanding as of December 31, 2025 (March 31, 2025: 188,822,726) | 63 | 63 | |||||||||
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares authorized, issued and outstanding as of December 31, 2025 and March 31, 2025 | 11 | 11 | |||||||||
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of December 31, 2025 and March 31, 2025; 202,487,254 shares issued and outstanding as of December 31, 2025 (March 31, 2025: 202,720,745) | 66 | 67 | |||||||||
| Additional paid-in capital | 1,268,058 | 1,237,798 | |||||||||
| Retained earnings | 260,990 | 746,277 | |||||||||
| Accumulated other comprehensive income (loss) | (94,129) | (93,938) | |||||||||
| Total stockholders' equity | 1,435,059 | 1,890,278 | |||||||||
| Total liabilities and stockholders' equity | $ | 4,629,983 | $ | 4,300,871 | |||||||
Commitments and Contingencies (Note 8)
See accompanying notes.
1
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; In thousands, except per share amounts)
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net revenues (Note 10) | $ | 1,327,761 | $ | 1,401,039 | $ | 3,795,209 | $ | 3,983,727 | |||||||||||||||
| Cost of goods sold | 738,021 | 735,884 | 2,028,389 | 2,059,765 | |||||||||||||||||||
| Gross profit | 589,740 | 665,155 | 1,766,820 | 1,923,962 | |||||||||||||||||||
| Selling, general and administrative expenses | 664,540 | 637,701 | 1,776,517 | 1,994,858 | |||||||||||||||||||
Restructuring charges (Note 11) | 74,980 | 13,945 | 119,714 | 42,243 | |||||||||||||||||||
| Income (loss) from operations | (149,780) | 13,509 | (129,411) | (113,139) | |||||||||||||||||||
| Interest income (expense), net | (8,892) | (3,391) | (21,548) | (2,794) | |||||||||||||||||||
| Other income (expense), net | (1,584) | (2,563) | (7,221) | (8,713) | |||||||||||||||||||
| Income (loss) before income taxes | (160,256) | 7,555 | (158,180) | (124,646) | |||||||||||||||||||
Income tax expense (benefit) (Note 15) | 270,604 | 6,295 | 293,886 | 9,308 | |||||||||||||||||||
| Income (loss) from equity method investments | 33 | (26) | (187) | 144 | |||||||||||||||||||
| Net income (loss) | $ | (430,827) | $ | 1,234 | $ | (452,253) | $ | (133,810) | |||||||||||||||
Basic net income (loss) per share of Class A, B and C common stock (Note 16) | $ | (1.01) | $ | 0.00 | $ | (1.06) | $ | (0.31) | |||||||||||||||
Diluted net income (loss) per share of Class A, B and C common stock (Note 16) | $ | (1.01) | $ | 0.00 | $ | (1.06) | $ | (0.31) | |||||||||||||||
| Weighted average common shares outstanding Class A, B and C common stock | |||||||||||||||||||||||
| Basic | 424,845 | 431,744 | 426,769 | 433,212 | |||||||||||||||||||
| Diluted | 424,845 | 437,297 | 426,769 | 433,212 | |||||||||||||||||||
See accompanying notes.
2
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited; In thousands)
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | (430,827) | $ | 1,234 | $ | (452,253) | $ | (133,810) | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | 4,146 | (30,087) | 31,766 | (37,344) | |||||||||||||||||||
Unrealized gain (loss) on cash flow hedges, net of tax benefit (expense) of $1,977 and $(13,907) for the three months ended December 31, 2025 and 2024, respectively; $13,990 and $(13,447) for the nine months ended December 31, 2025 and 2024, respectively. | (205) | 46,832 | (36,374) | 35,651 | |||||||||||||||||||
| Gain (loss) on intra-entity foreign currency transactions | 2,379 | (5,442) | 4,417 | (1,228) | |||||||||||||||||||
| Total other comprehensive income (loss) | 6,320 | 11,303 | (191) | (2,921) | |||||||||||||||||||
| Comprehensive income (loss) | $ | (424,507) | $ | 12,537 | $ | (452,444) | $ | (136,731) | |||||||||||||||
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 September 30, 2025 | 188,834 | $ | 63 | 34,450 | $ | 11 | 200,454 | $ | 66 | $ | 1,263,870 | $ | 692,117 | $ | (100,449) | $ | 1,855,678 | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | (66) | — | (300) | — | (300) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | 2,099 | — | 483 | — | — | 483 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reclass of equity award to liability | — | — | — | — | — | — | (7,068) | — | — | (7,068) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | 10,773 | — | — | 10,773 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | (430,827) | 6,320 | (424,507) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | 188,834 | $ | 63 | 34,450 | $ | 11 | 202,487 | $ | 66 | $ | 1,268,058 | $ | 260,990 | $ | (94,129) | $ | 1,435,059 | ||||||||||||||||||||||||||||||||||||||||||
| 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 September 30, 2024 | 188,822 | $ | 63 | 34,450 | $ | 11 | 209,058 | $ | 69 | $ | 1,212,378 | $ | 864,027 | $ | (91,347) | $ | 1,985,201 | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | (65) | — | — | (601) | — | (601) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | (278) | — | — | (278) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class C Common Stock repurchased | — | — | — | — | (2,781) | (1) | (627) | (24,372) | — | (25,000) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock, net of forfeitures | 1 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | 284 | — | 538 | — | — | 538 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | 12,326 | — | — | 12,326 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | 1,234 | 11,303 | 12,537 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 188,823 | $ | 63 | 34,450 | $ | 11 | 206,496 | $ | 68 | $ | 1,224,337 | $ | 840,288 | $ | (80,044) | $ | 1,984,723 | ||||||||||||||||||||||||||||||||||||||||||
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, 2025 | 188,823 | $ | 63 | 34,450 | $ | 11 | 202,721 | $ | 67 | $ | 1,237,798 | $ | 746,277 | $ | (93,938) | $ | 1,890,278 | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | (1,351) | — | — | (8,036) | — | (8,036) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | (114) | — | — | (114) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class C Common Stock repurchased | — | — | — | — | (5,176) | (2) | — | (24,998) | — | (25,000) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock, net of forfeitures | 11 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | 6,293 | 1 | 1,656 | — | — | 1,657 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Reclass of equity award to liability | — | — | — | — | — | — | (7,068) | — | — | (7,068) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | 35,786 | — | — | 35,786 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | (452,253) | (191) | (452,444) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | 188,834 | $ | 63 | 34,450 | $ | 11 | 202,487 | $ | 66 | $ | 1,268,058 | $ | 260,990 | $ | (94,129) | $ | 1,435,059 | ||||||||||||||||||||||||||||||||||||||||||
| 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, 2024 | 188,802 | $ | 63 | 34,450 | $ | 11 | 212,711 | $ | 70 | $ | 1,181,854 | $ | 1,048,411 | $ | (77,123) | $ | 2,153,286 | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee tax obligations on stock-based compensation arrangements | — | — | — | — | (1,320) | — | — | (9,000) | — | (9,000) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | — | — | — | (478) | — | — | (478) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class C Common Stock repurchased | — | — | — | — | (8,721) | (3) | 316 | (65,313) | — | (65,000) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock, net of forfeitures | 21 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class C Common Stock, net of forfeitures | — | — | — | — | 3,826 | 1 | 1,851 | — | — | 1,852 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | 40,794 | — | — | 40,794 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | — | — | — | (133,810) | (2,921) | (136,731) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 188,823 | $ | 63 | 34,450 | $ | 11 | 206,496 | $ | 68 | $ | 1,224,337 | $ | 840,288 | $ | (80,044) | $ | 1,984,723 | ||||||||||||||||||||||||||||||||||||||||||
See accompanying notes.
5
UNDER ARMOUR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; In thousands)
| Nine Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | (452,253) | $ | (133,810) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | 83,535 | 96,786 | |||||||||
| Unrealized foreign currency exchange rate (gain) loss | (49) | 8,072 | |||||||||
| Loss on disposal of property and equipment | 3,932 | 4,039 | |||||||||
| Non-cash restructuring and impairment charges | 99,538 | 38,575 | |||||||||
| Amortization of bond premium and debt issuance costs | 2,141 | 1,703 | |||||||||
| Stock-based compensation | 35,786 | 40,794 | |||||||||
| Deferred income taxes | 217,406 | (8,784) | |||||||||
| Changes in reserves and allowances | (7,218) | 10,480 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 64,861 | 136,658 | |||||||||
| Inventories | (121,628) | (149,362) | |||||||||
| Prepaid expenses and other assets | (48,163) | 2,988 | |||||||||
| Other non-current assets | (27,251) | (39,662) | |||||||||
| Accounts payable | 252,753 | 172,504 | |||||||||
| Accrued expenses and other liabilities | 114,251 | (65,207) | |||||||||
| Customer refund liabilities | (2,407) | 30,838 | |||||||||
| Income taxes payable and receivable | 41,845 | (3,732) | |||||||||
| Net cash provided by (used in) operating activities | 257,079 | 142,880 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (71,968) | (139,860) | |||||||||
| Purchase of restricted investment | (601,235) | — | |||||||||
| Sale of MyFitnessPal platform | — | 50,000 | |||||||||
| Sale of MapMyFitness platform | — | 8,000 | |||||||||
| Purchase of UNLESS COLLECTIVE, Inc, net of cash acquired | (500) | (9,788) | |||||||||
| Purchase of equity method investment in ISC Sport | — | (7,546) | |||||||||
| Net cash provided by (used in) investing activities | (673,703) | (99,194) | |||||||||
| Cash flows from financing activities | |||||||||||
| Common stock repurchased | (25,000) | (65,000) | |||||||||
| Proceeds from long-term debt and revolving credit facility | 600,000 | — | |||||||||
| Repayment of long-term debt and revolving credit facility | (200,000) | (80,919) | |||||||||
| Employee taxes paid for shares withheld for income taxes | (8,036) | (9,000) | |||||||||
| Excise tax paid on repurchases of common stock | (743) | — | |||||||||
| Proceeds from exercise of stock options and other stock issuances | 1,657 | 1,852 | |||||||||
| Payments of debt financing costs | (7,392) | (1,388) | |||||||||
| Net cash provided by (used in) financing activities | 360,486 | (154,455) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 9,480 | (20,982) | |||||||||
| Net increase in (decrease in) cash, cash equivalents and restricted cash | (46,658) | (131,751) | |||||||||
| Cash, cash equivalents and restricted cash | |||||||||||
| Beginning of period | 515,051 | 876,917 | |||||||||
| End of period | $ | 468,393 | $ | 745,166 | |||||||
| Non-cash investing and financing activities | |||||||||||
| Change in accrual for property and equipment | $ | (21,846) | $ | (8,587) | |||||||
| Reconciliation of cash, cash equivalents and restricted cash | December 31, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | 464,648 | $ | 726,877 | |||||||
| Restricted cash | 3,745 | 18,289 | |||||||||
| Total cash, cash equivalents and restricted cash | $ | 468,393 | $ | 745,166 | |||||||
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.
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 December 31, 2025 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, 2025 ("Fiscal 2025"), filed with the SEC on May 22, 2025 ("Annual Report on Form 10-K for Fiscal 2025"), which should be read in conjunction with these unaudited Condensed Consolidated Financial Statements. The unaudited results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending March 31, 2026 ("Fiscal 2026"), or any other portions thereof.
Reclassifications
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.
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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"). No ASUs were adopted during the first nine months of Fiscal 2026.
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.
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 that annual period. Early adoption is permitted. The Company is currently evaluating this ASU 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 that annual period. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.
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 introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim periods within that annual period. Early adoption is permitted. The Company is currently evaluating this ASU 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 this ASU to determine the impact of adoption on its consolidated financial statements and related disclosures.
Income Tax
In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires expanded income tax disclosures primarily related to an entity's effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be adopted on a prospective basis. The Company will adopt the annual disclosure requirements of ASU 2023-09 in its Fiscal 2026 Annual Report on Form 10-K. The adoption is expected to expand the Company's disclosures, but is not expected to have a material impact on its consolidated financial statements.
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NOTE 3. PROPERTY AND EQUIPMENT | ||
| December 31, 2025 | March 31, 2025 | ||||||||||
| Leasehold and tenant improvements | $ | 403,003 | $ | 457,419 | |||||||
| Furniture, fixtures and displays | 200,223 | 307,258 | |||||||||
| Buildings and building improvements | 245,243 | 271,888 | |||||||||
| Software | 272,816 | 282,478 | |||||||||
| Office equipment | 142,796 | 141,684 | |||||||||
| Plant equipment | 145,201 | 190,169 | |||||||||
| Land | 65,956 | 74,460 | |||||||||
Construction in progress (1) | 15,170 | 24,176 | |||||||||
| Other | 23,967 | 19,391 | |||||||||
| Subtotal property and equipment | 1,514,375 | 1,768,923 | |||||||||
| Accumulated depreciation | (921,670) | (1,123,776) | |||||||||
| Property and equipment, net | $ | 592,705 | $ | 645,147 | |||||||
(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 nine months ended December 31, 2025 was $26.9 million and $82.5 million, respectively (three and nine months ended December 31, 2024: $30.9 million and $95.6 million, respectively).
NOTE 4. LEASES | ||
The Company enters into operating leases domestically and internationally to lease 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. The following table presents total operating and variable lease costs for the periods indicated:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease costs | $ | 33,059 | $ | 37,580 | $ | 115,487 | $ | 113,040 | |||||||||||||||
| Variable lease costs | $ | 22,062 | $ | 27,400 | $ | 62,789 | $ | 76,940 | |||||||||||||||
The Company subleases certain excess office facilities, retail space and warehouse space to third parties. Sublease income for the three and nine months ended December 31, 2025 was $2.4 million and $8.9 million, respectively (three and nine months ended December 31, 2024: $3.3 million and $6.1 million, respectively).
The weighted average remaining lease term and discount rate for the periods indicated below were as follows:
| December 31, 2025 | March 31, 2025 | ||||||||||
| Weighted average remaining lease term (in years) | 6.64 | 7.13 | |||||||||
| Weighted average discount rate | 4.77 | % | 4.88 | % | |||||||
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Supplemental Cash Flow Information
The following table presents supplemental information relating to cash flow arising from lease transactions:
| Nine Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating cash outflows from operating leases | $ | 132,494 | $ | 139,089 | |||||||
| Leased assets obtained in exchange for new operating lease liabilities | $ | 70,379 | $ | 50,156 | |||||||
Maturity of Lease Liabilities
The following table presents the future minimum lease payments under the Company's operating lease liabilities as of December 31, 2025:
| Fiscal year ending March 31, | |||||
| 2026 (three months ending) | $ | 41,595 | |||
| 2027 | 168,471 | ||||
| 2028 | 145,742 | ||||
| 2029 | 101,894 | ||||
| 2030 | 76,574 | ||||
| 2031 and thereafter | 279,198 | ||||
| Total lease payments | $ | 813,474 | |||
| Less: Interest | 114,685 | ||||
| Total present value of lease liabilities | $ | 698,789 | |||
As of December 31, 2025, the Company has no additional operating lease obligations that have not yet commenced. During the nine months ended December 31, 2025, as part of the 2025 restructuring plan as defined below (refer to Note 11), the Company terminated a previously disclosed contract assessed as containing a lease that had not yet commenced.
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, 2025 | $ | 309,487 | $ | 103,055 | $ | 75,090 | $ | 487,632 | |||||||||||||||
| Effect of currency translation adjustment | — | 6,616 | 914 | 7,530 | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | 309,487 | $ | 109,671 | $ | 76,004 | $ | 495,162 | |||||||||||||||
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 the Condensed Consolidated Balance Sheets and within operating activities on the Condensed Consolidated Statement of Cash Flows.
The Company’s outstanding payment obligations under this program were $265.3 million as of December 31, 2025 (March 31, 2025: $143.8 million).
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NOTE 7. CREDIT FACILITY AND OTHER LONG-TERM DEBT | ||
| December 31, 2025 | March 31, 2025 | ||||||||||
| Credit Facility | $ | — | $ | — | |||||||
3.25% Senior Notes due 2026 | 600,000 | 600,000 | |||||||||
7.25% Senior Notes due 2030 | 400,000 | — | |||||||||
| Total principal payments due | 1,000,000 | 600,000 | |||||||||
| Unamortized debt discount on Senior Notes due 2026 | (116) | (307) | |||||||||
| Unamortized debt issuance costs - Credit facility | (4,737) | (3,917) | |||||||||
| Unamortized debt issuance costs - Senior Notes due 2026 | (202) | (651) | |||||||||
| Unamortized debt issuance costs - Senior Notes due 2030 | (5,214) | — | |||||||||
| Total amount outstanding | 989,731 | 595,125 | |||||||||
| Less: | |||||||||||
| Current portion of long-term debt: | |||||||||||
3.25% Senior Notes due 2026 | 600,000 | — | |||||||||
| Unamortized debt discount on Senior Notes due 2026 | (116) | — | |||||||||
| Unamortized debt issuance costs - Senior Notes due 2026 | (202) | — | |||||||||
| Total current portion of long-term debt | 599,682 | — | |||||||||
| Non-current portion of long-term debt | $ | 390,049 | $ | 595,125 | |||||||
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 July 2025, the Company entered into the eighth amendment to the credit agreement (the "credit agreement as amended", 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 three months ended December 31, 2025, the Company repaid $200 million of borrowings under the revolving credit facility. As of December 31, 2025 and March 31, 2025, no amounts were outstanding under the revolving credit facility.
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 2.5 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 December 31, 2025, $45.5 million of letters of credit were outstanding (March 31, 2025: $45.7 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 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.
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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 3.50 to 1.0 (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 3.25 to 1.0, 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, 3.75 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. The amended credit agreement excludes from the definition of indebtedness any indebtedness that has been defeased, satisfied and discharged and/or redeemed and to adjust the amount of interest expense included in the interest coverage covenant to exclude interest accruing on defeased debt. As such, the Senior Notes due 2026, including related interest, have been excluded. The Company was in compliance with the applicable covenants as of December 31, 2025.
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 December 31, 2025, the commitment fee was 20.0 basis points.
3.25% Senior Notes
In June 2016, the Company issued $600.0 million in aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 bear interest at a fixed rate of 3.25% per annum, 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"). As a result of the satisfaction and discharge, the Company was released from its remaining obligations under the Senior Notes due 2026 and the Indenture, except those obligations in the Indenture that expressly survive the satisfaction and discharge.
Holders of the Senior Notes due 2026 will receive payment of principal on the scheduled maturity date and payment of interest at the per annum rate on the dates set forth in the Indenture. Accordingly, the satisfaction and discharge represents an in-substance defeasance (as defined under Accounting Standards Codification ("ASC") Topic 405 "Liabilities"). Therefore, the Senior Notes due 2026 remain on the Company’s Condensed Consolidated Balance Sheets as of December 31, 2025 and will continue to accrete to their par value over the period until maturity in June 2026. Additionally, the related trust assets are included in restricted investments on the Company’s Condensed Consolidated Balance Sheets as of December 31, 2025.
7.25% Senior Notes
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 agreement. The Senior Notes due 2030 bear interest at a fixed rate of 7.25% per annum, payable semi-annually in
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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 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 and are subject to material exceptions 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.
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 $15.6 million and $37.2 million for the three and nine months ended December 31, 2025, respectively (three and nine months ended December 31, 2024: $6.4 million and $18.1 million, respectively).
Maturity of Long-Term Debt
The following are the scheduled maturities of long-term debt as of December 31, 2025:
| Fiscal year ending March 31, | |||||
| 2026 (three months ending) | $ | — | |||
| 2027 | 600,000 | ||||
| 2028 | — | ||||
| 2029 | — | ||||
| 2030 | — | ||||
| 2031 and thereafter | 400,000 | ||||
| Total scheduled maturities of long-term debt | $ | 1,000,000 | |||
The Company monitors the financial health and stability of its lenders under the credit and other long-term debt facilities, however during any period of significant instability in the credit markets, lenders could be negatively impacted in their ability to perform under these facilities.
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.
Shareholder Derivative Litigation
As previously disclosed, the Company and certain of its current and former officers and directors were parties to two consolidated stockholder derivative actions: (1) Kenney, et al. v. Plank, et al. (the "Kenney Action"), which was filed in Maryland state court (the "State Court"); and (2) Paul, et al. v. Plank, et al. (the "Paul Action," and together with the Kenney Action, the "Derivative Actions"), which was filed in the U.S. District Court for the District of Maryland (the "District Court").
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Collectively, the operative complaints in the Derivative Actions included allegations challenging, among other things, the Company's disclosures related to growth and consumer demand for certain of the Company's products; the Company's practice of shifting sales between quarterly periods supposedly to appear healthier and its purported failure to disclose that practice; the Company's internal controls with respect to revenue recognition and inventory management; the Company's supposed failure to timely disclose investigations by the U.S. Securities Exchange Commission and the U.S. Department of Justice; stock sales by certain individual defendants; and the Company's 2016 purchase from entities controlled by Mr. Plank (through Sagamore) of certain parcels of land in Baltimore Peninsula to accommodate the Company's growth needs, which was approved by the Audit Committee of the Company's Board of Directors in accordance with the Company's policy on transactions with related persons.
On March 29, 2019, the State Court granted the Company's and the defendants' motion to stay the Kenney Action pending the outcome of an earlier-filed securities class action ("the Consolidated Securities Action") and an earlier-filed derivative action asserting claims relating to the purchase of parcels of land in the Baltimore Peninsula (which derivative action has since been dismissed in its entirety).
On September 27, 2023, the District Court issued an order dismissing the Paul Action without prejudice, due to lack of subject matter jurisdiction. One of the plaintiffs in the Paul Action filed a motion in the District Court seeking reconsideration of the dismissal decision or leave to amend the operative complaint. On January 9, 2024, the District Court entered an order denying that motion and that the Paul Action remained dismissed without prejudice. In February 2024, the same plaintiff filed a notice of appeal to the U.S. Court of Appeals for the Fourth Circuit (the "Fourth Circuit") from the decisions by the District Court on September 27, 2023 and January 9, 2024.
As previously disclosed, on May 7, 2025, the parties in the Derivative Actions executed a formal stipulation of settlement memorializing the complete terms of a proposed settlement resolving the Derivative Actions (the "Settlement Agreement"). Amongst other things, the Settlement Agreement provides that (a) the Company will implement various corporate governance measures for a period of three years from the time that the settlement becomes final and non-appealable; and (b) a payment of $8.9 million, less any award of attorneys’ fees and costs to counsel for the plaintiffs, will be made to the Company on behalf of the defendants and will be funded using insurance proceeds. In exchange, the plaintiffs, the Company, and Under Armour stockholders derivatively on behalf of the Company, will grant customary releases in favor of the defendants of all of claims that were or could have been asserted in the Derivative Actions. On August 18, 2025, the State Court issued an order that, among other things, granted final approval of the Settlement Agreement and dismissed the Consolidated Kenney Derivative Action with prejudice (the “Judgment”). An order closing the case was issued on October 20, 2025.
On September 18, 2025, pursuant to the Settlement Agreement and in accordance with the Judgment, the parties to the appeal of the Paul Action filed in the Fourth Circuit a joint stipulation requesting the voluntary dismissal of the appeal. On September 19, 2025, the Fourth Circuit issued an order granting that request and dismissing the appeal.
By agreeing to settle the Derivative Actions, the defendants in no way concede or admit liability for any of the claims that were or could have been asserted in the Derivative Actions. The defendants expressly have denied and continue to deny each and all of the claims asserted in the Derivative Actions, and agreed to settle the Derivative Actions to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Derivative Actions.
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 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 ASC Topic 450.
In connection with the matters described above, the Consolidated Securities Action, and previously disclosed 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 March 26, 2024, the District Court issued a decision and order that obligated these insurance carriers to provide coverage. On January 16, 2025, the insurance carriers filed a notice of appeal, and, on January 20, 2026, the Fourth Circuit issued a decision reversing the District Court’s
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decision. As a result of the Fourth Circuit's decision, the Company is required to repay the $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. If the petition is denied, the case will return to the District Court for further proceedings, including ruling on the insurance carriers' anticipated claim for prejudgment interest on the $90 million of insurance proceeds. As of December 31, 2025, the Company has recorded an accrual of $98.5 million in respect of these legal proceeding contingencies within accrued expenses on the Condensed Consolidated Balance Sheets. The timing of resolution is unknown and the amount of loss ultimately incurred may be different than the amount accrued.
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 above, the Company believes that all current proceedings are routine in nature and incidental to the conduct of its business.
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 1/3 per share as of December 31, 2025. Holders of Class A Common Stock and Class B Convertible Common Stock have identical rights, including liquidation preferences, except that the holders of Class A Common Stock are entitled to 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 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 December 31, 2025. 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.
During the nine months ended December 31, 2025, under the above authorization, the Company repurchased $25 million of Class C Common Stock and received a total of 5.2 million shares, which were immediately retired. 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
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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, $25.0 million was recorded 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 under the share repurchase program during the three months ended December 31, 2025.
During the three months ended December 31, 2024, under the above authorization, the Company repurchased $25 million of Class C Common Stock through accelerated share repurchase transactions and received a total of 2.8 million shares, which were immediately retired. As a result, $24.4 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.
During the nine months ended December 31, 2024, under the above authorization, the Company repurchased $65 million of Class C Common Stock through accelerated share repurchase transactions and received a total of 8.7 million shares, which were immediately retired. As a result, $65.3 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.
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 December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net revenues by product category: | |||||||||||||||||||||||
| Apparel | $ | 934,015 | $ | 966,068 | $ | 2,617,090 | $ | 2,671,048 | |||||||||||||||
| Footwear | 265,135 | 301,208 | 794,616 | 924,357 | |||||||||||||||||||
| Accessories | 107,660 | 110,432 | 320,815 | 319,358 | |||||||||||||||||||
| Net Sales | 1,306,810 | 1,377,708 | 3,732,521 | 3,914,763 | |||||||||||||||||||
| License revenues | 27,155 | 23,904 | 80,501 | 70,371 | |||||||||||||||||||
| Corporate Other | (6,204) | (573) | (17,813) | (1,407) | |||||||||||||||||||
| Total net revenues | $ | 1,327,761 | $ | 1,401,039 | $ | 3,795,209 | $ | 3,983,727 | |||||||||||||||
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. In certain circumstances, the Company may recognize revenue before delivery to the customer has occurred (commonly referred to as bill and hold arrangement). During the three months ended December 31, 2025, the Company entered into a contract in EMEA that met the criteria of bill and hold arrangement under ASC Topic 606 and recognized approximately $4.0 million of revenue.
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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:
| December 31, 2025 | March 31, 2025 | ||||||||||
| Customer refund liability | $ | 143,423 | $ | 146,021 | |||||||
| Inventory associated with reserves for sales returns | $ | 33,553 | $ | 33,609 | |||||||
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 nine months ended December 31, 2025, 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, 2025 | $ | 34,342 | |||
| Revenues deferred | 61,456 | ||||
Revenues recognized (1) | (63,076) | ||||
| Foreign exchange and other | (647) | ||||
| Balance as of December 31, 2025 | $ | 32,075 | |||
(1) Includes approximately $12.4 million of revenue from gift cards, including breakage, and subscription revenues that were previously included in contract liabilities as of March 31, 2025. 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.
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 November 13, 2025, the Company's Board of Directors approved a $95 million increase to the 2025 restructuring plan to include the separation of the Curry Brand as well as additional contract terminations, asset impairments, and employee severance and benefits costs, resulting in an updated plan of up to $255 million of pre-tax restructuring and related charges. The 2025 restructuring plan consists of up to $107 million in cash-related charges, including approximately $30 million in employee severance and benefits costs and $77 million related to various transformational initiatives; and up to $148 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $141 million in facility, software, and other asset-related charges and impairments. The 2025 restructuring plan is expected to be substantially complete by the end of Fiscal 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 net charges recorded during the three and nine months ended December 31, 2025 and 2024 respectively, were primarily related to the North America operating segment.
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The following table summarizes the costs recorded during the periods indicated, as well as the current estimate of remaining charges expected to be incurred in connection with the 2025 restructuring plan:
| Three Months Ended December 31, | Nine Months Ended December 31, | Estimated Charges Remaining to be Incurred(1) | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Costs recorded in restructuring charges: | |||||||||||||||||||||||||||||
| Employee-related costs | $ | (143) | $ | 1,584 | $ | 8,485 | $ | 13,322 | |||||||||||||||||||||
Facility-related costs(2) | 2,359 | 5,706 | 30,617 | 18,201 | |||||||||||||||||||||||||
Other restructuring costs(3) | 72,764 | 6,655 | 80,612 | 10,720 | |||||||||||||||||||||||||
| Total costs recorded in restructuring charges | $ | 74,980 | $ | 13,945 | $ | 119,714 | $ | 42,243 | $ | 17,317 | |||||||||||||||||||
| Costs recorded in selling, general and administrative expenses: | |||||||||||||||||||||||||||||
| Employee-related costs | $ | — | $ | — | $ | 719 | $ | 9,460 | |||||||||||||||||||||
| Other transformation initiatives | 2,714 | 3,819 | 14,699 | 5,740 | |||||||||||||||||||||||||
| Total costs recorded in selling, general and administrative expenses | $ | 2,714 | $ | 3,819 | $ | 15,418 | $ | 15,200 | $ | 13,389 | |||||||||||||||||||
| Total restructuring and related charges | $ | 77,694 | $ | 17,764 | $ | 135,132 | $ | 57,443 | $ | 30,706 | |||||||||||||||||||
(1) Estimated restructuring and related charges reflect the high-end of the total estimated charges expected to be incurred by the Company in connection with the 2025 restructuring plan.
(2) Facility-related costs for the nine months ended December 31, 2025 includes an impairment charge of $15.9 million relating to the previously disclosed decision to exit the Company's distribution facility in Rialto, California.
(3) Other restructuring costs for the three and nine months ended December 31, 2025, respectively, includes $69.7 million of non-cash contract termination costs, primarily relating to the separation of the Curry Brand.
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 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 restructuring reserve related to the Company's 2025 restructuring plan for the nine months ended December 31, 2025 is as follows:
| Employee-Related Costs | Facility-Related Costs | Other Restructuring Related Costs | Total | ||||||||||||||||||||
| Balance as of March 31, 2025 | $ | 3,935 | $ | 712 | $ | 10,698 | $ | 15,345 | |||||||||||||||
Net additions (recoveries) charged to expense (1) | 8,485 | 3,276 | 10,933 | 22,694 | |||||||||||||||||||
| Cash payments | (11,326) | (2,702) | (20,391) | (34,419) | |||||||||||||||||||
| Foreign exchange and other | (3) | (1) | (5) | (9) | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | 1,091 | $ | 1,285 | $ | 1,235 | $ | 3,611 | |||||||||||||||
(1) Amounts exclude $27.3 million of non-cash facility-related charges and $69.7 million of non-cash other restructuring-related charges recorded during the nine months ended December 31, 2025.
NOTE 12. STOCK-BASED COMPENSATION | ||
The Under Armour, Inc. Fourth 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 2033. As
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of December 31, 2025, 8.4 million Class A shares and 20.5 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 nine months ended December 31, 2025 was $10.2 million and $32.0 million, respectively (three and nine months ended December 31, 2024: $10.7 million and $36.2 million, respectively). As of December 31, 2025, the Company had $65.9 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.10 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 December 31, 2025. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards. A summary of each of these plans is as follows:
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 1.3 million deferred stock units outstanding as of December 31, 2025.
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 December 31, 2025, the Company had 2.7 million Class A shares and 1.8 million Class C shares available for future purchases under the ESPPs. During the three and nine months ended December 31, 2025, 0.1 million and 0.4 million Class C shares were purchased under the ESPPs, respectively (three and nine months ended December 31, 2024: 0.1 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 of our 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 nine months ended December 31, 2025 was $0.6 million and $4.0 million, respectively (three and nine months ended December 31, 2024: $1.9 million and $5.6 million, respectively). As of December 31, 2025, the Company had $0.9 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 1.24 years.
During the three months ended December 31, 2025, the Company modified certain equity-classified restricted stock unit awards to allow settlement in cash. As a result, $7.1 million, which represented the fair value of
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the restricted stock units, was reclassified from additional paid in capital to current liabilities and was settled in cash during the period.
Summary by Award Classification:
Stock Options
A summary of the Company's stock options activity for the nine months ended December 31, 2025 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, 2025 | 1,356 | $ | 16.68 | 3.31 | $ | — | |||||||||||||||||
| Granted, at fair market value | 150 | 6.20 | 9.38 | ||||||||||||||||||||
| Exercised | — | — | — | ||||||||||||||||||||
| Forfeited or expired | — | — | — | ||||||||||||||||||||
Outstanding as of December 31, 2025 | 1,506 | $ | 15.63 | 3.24 | $ | — | |||||||||||||||||
Exercisable as of December 31, 2025 | 1,356 | $ | 16.68 | 2.56 | $ | — | |||||||||||||||||
The Company uses the Black-Scholes option-pricing model to estimate the fair market value of stock option awards. The expected life of 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 options granted and weighted-average assumptions used. No options were granted during the three months ended December 31, 2025 or during the three and nine months ended December 31, 2024.
| Nine Months Ended December 31, 2025 | |||||
| Weighted-average fair value of options granted | $ | 3.40 | |||
| Weighted-average assumptions used: | |||||
| Expected volatility | 51.7 | % | |||
| Expected dividend yield | 0.0 | % | |||
| Expected life | 6.25 years | ||||
| Risk-free rate | 4.18 | % | |||
| Exercise price | $ | 6.20 | |||
Restricted Stock and Restricted Stock Unit Awards
A summary of the Company's restricted stock and restricted stock unit awards activity for the nine months ended December 31, 2025 is presented below:
Number of Restricted Shares | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding as of March 31, 2025 | 22,976 | $ | 7.58 | ||||||||
| Granted | 9,288 | 6.06 | |||||||||
Forfeited(1) | (8,864) | 8.26 | |||||||||
| Vested | (6,167) | 8.22 | |||||||||
Outstanding as of December 31, 2025 | 17,233 | $ | 5.57 | ||||||||
(1) Includes 0.5 million of performance-based restricted stock units awarded to certain executives and key employees under the 2005 Plan during Fiscal 2023, which have been fully forfeited due to the failure to meet the financial performance conditions.
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The awards outstanding as of December 31, 2025 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:
•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 the three months ended June 30, 2025. 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.
•0.8 million performance-based restricted stock units, granted during Fiscal 2024, with a weighted average fair value of $6.94. These awards have financial performance conditions with vesting that is tied to the achievement of certain revenue and operating income targets. As of December 31, 2025, the Company continued to deem the achievement of the targets for these awards to be improbable and as such, no stock-based compensation expense was recorded during the three and nine months ended December 31, 2025.
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.
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:
| December 31, 2025 | March 31, 2025 | ||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||||||||
Derivative foreign currency contracts (Note 14) | $ | — | $ | (40,624) | $ | — | $ | — | $ | 192 | $ | — | |||||||||||||||||||||||
Deferred Compensation Plan obligations | $ | — | $ | (18,283) | $ | — | $ | — | $ | (16,830) | $ | — | |||||||||||||||||||||||
TOLI policies held by the Rabbi Trust | $ | — | $ | 10,379 | $ | — | $ | — | $ | 8,726 | $ | — | |||||||||||||||||||||||
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 contracts'
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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.
Fair value of Restricted Investments
The Company holds 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. The assets in the escrow trust account may not be used for any purpose other than to satisfy the remaining interest payments and repay the principal amount of the Senior Notes due 2026. Investment returns on those trust assets are for the account of the Company (after satisfaction of all amounts payable in connection with the Senior Notes due 2026). These investments, which are included within restricted investments on the Condensed Consolidated Balance Sheets, are 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. The Company recorded $5.5 million and $8.3 million of interest income relating to these investments during the three and nine months ended December 31, 2025, respectively. As of December 31, 2025, the carrying value was $599.8 million.
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, which are included in other current assets and other long-term assets on the Condensed Consolidated Balance Sheets, was $10.9 million as of December 31, 2025.
Fair value of Long-Term Debt
The Company's long-term debt is not remeasured to fair value since its carrying value approximates fair value based on the variable nature of interest rates and current market rates available to the Company. The estimated fair value of long-term debt is based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). As of December 31, 2025, the estimated fair value of the Company's Senior Notes was $998.5 million (March 31, 2025: $583.9 million).
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.
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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 December 31, 2025, the Company has hedge instruments primarily for British Pound/U.S. Dollar, Euro/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 of these Condensed Consolidated Financial Statements for a discussion of the fair value measurements.
| December 31, 2025 | March 31, 2025 | ||||||||||
| Derivatives designated as hedging instruments | |||||||||||
| Prepaid expenses and other current assets, net | $ | 3,604 | $ | 13,137 | |||||||
| Other long-term assets | 1,186 | 507 | |||||||||
| Total derivative assets designated as hedging instruments | $ | 4,790 | $ | 13,644 | |||||||
| Other current liabilities | $ | 39,280 | $ | 6,359 | |||||||
| Other long-term liabilities | 6,924 | 5,581 | |||||||||
| Total derivative liabilities designated as hedging instruments | $ | 46,204 | $ | 11,940 | |||||||
| Derivatives not designated as hedging instruments | |||||||||||
| Prepaid expenses and other current assets, net | $ | 1,074 | $ | 78 | |||||||
| Total derivative assets not designated as hedging instruments | $ | 1,074 | $ | 78 | |||||||
| Other current liabilities | $ | 284 | $ | 1,590 | |||||||
| Total derivative liabilities not designated as hedging instruments | $ | 284 | $ | 1,590 | |||||||
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 December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | ||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | 1,327,761 | $ | (6,238) | $ | 1,401,039 | $ | (737) | $ | 3,795,209 | $ | (18,179) | $ | 3,983,727 | $ | (3,891) | |||||||||||||||||||||||||||||||
| Cost of goods sold | $ | 738,021 | $ | 876 | $ | 735,884 | $ | 329 | $ | 2,028,389 | $ | 9,751 | $ | 2,059,765 | $ | (3,242) | |||||||||||||||||||||||||||||||
| Interest income (expense), net | $ | (8,892) | $ | (9) | $ | (3,391) | $ | (9) | $ | (21,548) | $ | (28) | $ | (2,794) | $ | (27) | |||||||||||||||||||||||||||||||
| Other income (expense), net | $ | (1,584) | $ | — | $ | (2,563) | $ | — | $ | (7,221) | $ | — | $ | (8,713) | $ | — | |||||||||||||||||||||||||||||||
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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 September 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 December 31, 2025 | ||||||||||||||||||||
| Foreign currency contracts | $ | (41,120) | $ | (7,553) | $ | (5,362) | $ | (43,311) | |||||||||||||||
| Interest rate swaps | (367) | — | (9) | (358) | |||||||||||||||||||
| Total designated as cash flow hedges | $ | (41,487) | $ | (7,553) | $ | (5,371) | $ | (43,669) | |||||||||||||||
| Balance as of September 30, 2024 | 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 December 31, 2024 | ||||||||||||||||||||
| Foreign currency contracts | $ | (22,304) | $ | 60,322 | $ | (408) | $ | 38,426 | |||||||||||||||
| Interest rate swaps | (404) | — | (9) | (395) | |||||||||||||||||||
| Total designated as cash flow hedges | $ | (22,708) | $ | 60,322 | $ | (417) | $ | 38,031 | |||||||||||||||
| 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 December 31, 2025 | ||||||||||||||||||||
| Foreign currency contracts | $ | 7,081 | $ | (58,820) | $ | (8,428) | $ | (43,311) | |||||||||||||||
| Interest rate swaps | (386) | — | (28) | (358) | |||||||||||||||||||
| Total designated as cash flow hedges | $ | 6,695 | $ | (58,820) | $ | (8,456) | $ | (43,669) | |||||||||||||||
| Balance as of March 31, 2024 | 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 December 31, 2024 | ||||||||||||||||||||
| Foreign currency contracts | $ | (10,645) | $ | 41,938 | $ | (7,133) | $ | 38,426 | |||||||||||||||
| Interest rate swaps | (422) | — | (27) | (395) | |||||||||||||||||||
| Total designated as cash flow hedges | $ | (11,067) | $ | 41,938 | $ | (7,160) | $ | 38,031 | |||||||||||||||
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:
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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 December 31, 2025, the aggregate notional value of the Company's outstanding cash flow hedges was $1,425.9 million (March 31, 2025: $1,113.6 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 of 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.
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 December 31, 2025, the total notional value of the Company's outstanding undesignated derivative instruments was $487.7 million (March 31, 2025: $450.7 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.
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.
The effective rates for income taxes were (168.9)% and 83.3% for the three months ended December 31, 2025 and 2024, respectively. The change in the Company's effective tax rate was primarily driven by the impact of recording valuation allowances against the majority of forecasted fiscal year losses in the United States, and discrete items, including the recording of valuation allowances against previously recognized United States federal deferred tax assets.
The effective rates for income taxes were (185.8)% and (7.5)% for the nine months ended December 31, 2025 and 2024, respectively. The change in the Company's effective tax rate was primarily driven by the impact of recording valuation allowances against the majority of forecasted fiscal year losses in the United States, and discrete items, including the recording of valuation allowances against previously recognized United States federal deferred tax assets.
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The United States enacted the budget reconciliation H.R. 1, referred to as One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025. The OBBBA includes a broad range of tax reform provisions, including modifications to U.S. taxation on foreign earnings, the restoration of bonus depreciation and research expensing and other U.S. corporate tax provisions. While the Company is continuing to assess the impact of the legislation, it did not have a material impact to the Company’s financial statements for the three and nine months ended December 31, 2025.
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 previously disclosed, the Company has been actively monitoring potential detrimental impacts to the realizability of its U.S. federal deferred tax assets, including continued pressure of tariffs and pressure from the current global trade environment on forecasted short-term U.S. profitability. During the three months ended December 31, 2025, the Company expanded the 2025 restructuring plan and incurred additional litigation reserve expense related to the previously disclosed insurance carrier litigation described in Note 8. These recent developments have caused the negative evidence to outweigh the positive evidence, and therefore, in accordance with Topic 740, the Company has recorded valuation allowances on all U.S. federal deferred tax assets as of December 31, 2025.
As of December 31, 2025, for the majority of the U.S. states and certain foreign taxing jurisdictions, the Company believes the weight of the negative evidence continues to outweigh the positive evidence regarding the realization of these deferred tax assets and has maintained valuation allowances against these assets.
As of December 31, 2025, the Company achieved three-year cumulative taxable earnings in China. As a result of this significant positive evidence, the Company has released the valuation allowances recorded against its deferred tax assets in China.
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 December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income (loss) | $ | (430,827) | $ | 1,234 | $ | (452,253) | $ | (133,810) | |||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common shares outstanding Class A, B and C - Basic | 424,845 | 431,744 | 426,769 | 433,212 | |||||||||||||||||||
Dilutive effect of Class A and C securities(1) | — | 5,553 | — | — | |||||||||||||||||||
| Weighted average common shares and dilutive securities outstanding Class A, B, and C | 424,845 | 437,297 | 426,769 | 433,212 | |||||||||||||||||||
Class A and Class C securities excluded as anti-dilutive (2) | 19,580 | 1,721 | 16,889 | 10,588 | |||||||||||||||||||
| Basic net income (loss) per share of Class A, B and C common stock | $ | (1.01) | $ | 0.00 | $ | (1.06) | $ | (0.31) | |||||||||||||||
| Diluted net income (loss) per share of Class A, B and C common stock | $ | (1.01) | $ | 0.00 | $ | (1.06) | $ | (0.31) | |||||||||||||||
(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
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anti-dilutive. The Company was in a net loss position for the three and nine months ended December 31, 2025 and the nine months ended December 31, 2024. As a result, approximately 2.7 million, 2.9 million and 3.8 million of dilutive Class A and C securities were excluded from the computation of diluted earnings per share for those periods, 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.
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.
(1) Other segment expenses within Corporate Other includes $77.7 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11) and $98.5 million of litigation reserve expense related to the previously disclosed insurance carrier litigation described in Note 8.
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(1) Other segment expenses within Corporate Other includes $17.8 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11) and an impairment charge of $28.4 million relating to vacating the Company's former global headquarters.
(1) Other segment expenses within Corporate Other includes $135.1 million of restructuring and related charges incurred under the 2025 restructuring plan (refer to Note 11) and $98.5 million of litigation reserve expense related to the previously disclosed insurance carrier litigation proceedings described in Note 8.
(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), an impairment charge of $28.4 million relating to vacating the Company's former global headquarters and $261 million of litigation expense, net of insurance proceeds, related to the settlement of the Class Action Securities litigation (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025).
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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 in our Annual Report on Form 10-K for Fiscal 2025, filed with the Securities Exchange Commission ("SEC") on May 22, 2025, 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 nine months ended December 31, 2025 compared to the three and nine months ended December 31, 2024; 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, 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 2025. 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 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;
•fluctuations in the costs of raw materials and commodities we use in our products and our supply chain (including labor);
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•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 and updated products;
•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;
•the impact of global or regional public health emergencies on our industry and our business, financial condition and results of operations, including impacts on the global supply chain;
•our ability to remediate the material weakness discussed elsewhere in this Quarterly Report on Form 10-Q; and
•our potential exposure to and the financial impact of litigation and other proceedings, including those legal proceedings discussed elsewhere in this Quarterly Report on Form 10-Q.
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.
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| OVERVIEW | ||
We are a leading developer, marketer, and distributor of branded performance apparel, footwear, and accessories. Our brand's moisture-wicking fabrications are engineered in various designs and styles for wear in nearly every climate to provide a performance alternative to traditional products. Our products are sold worldwide and worn by athletes at all levels, from youth to professional, on playing fields around the globe and by consumers with active lifestyles.
We remain focused on driving premium brand-right growth and delivering improved profitability. We plan to continue to grow our business over the long term through increased sales of our apparel, footwear and accessories; growth in our direct-to-consumer sales channel; and expansion of our wholesale distribution. Achieving these long-term growth objectives depends, in part, on our ability to successfully execute strategic initiatives across key areas of the business, including within our North America region. In support of these long-term growth objectives, our digital strategy is designed to enhance consumer engagement and strengthen brand connectivity through multiple digital touchpoints.
Quarterly Results
During the three months ended December 31, 2025, challenging market conditions persisted, particularly in North America and Asia-Pacific, driven by lower consumer demand across both our wholesale and direct-to-consumer channels.
Financial highlights for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024 include:
•Total net revenues decreased 5.2%.
•Within our distribution channels, wholesale revenue decreased 6.4% and direct-to-consumer revenue decreased 3.9%.
•Within our product categories, apparel revenue decreased 3.3%, footwear revenue decreased 12.0%, and accessories revenue decreased 2.5%.
•Net revenue decreased 10.3% in North America, increased 6.0% in EMEA, decreased 5.1% in Asia-Pacific and increased 19.7% in Latin America.
•Gross margin decreased 310 basis points to 44.4%.
•Selling, general and administrative expenses increased 4.2%.
2025 Restructuring Plan
During Fiscal 2025, our Board of Directors approved a restructuring plan designed to strengthen and support the Company's financial and operational efficiencies. On November 13, 2025, the Board of Directors approved a $95 million increase to the 2025 restructuring plan to include the separation of the Curry Brand as well as additional contract terminations, asset impairments, and employee severance and benefits costs, resulting in an updated restructuring plan of up to $255 million of pre-tax restructuring and related charges. The 2025 restructuring plan consists of up to $107 million in cash-related charges, including approximately $30 million in employee severance and benefits costs and $77 million related to various transformational initiatives; and up to $148 million in non-cash charges, including approximately $7 million in employee severance and benefits costs and $141 million in facility, software, and other asset-related charges and impairments. The 2025 restructuring plan is expected to be substantially complete by the end of Fiscal 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 net charges recorded during the three and nine months ended December 31, 2025 and 2024 respectively, were primarily related to the North America operating segment.
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The following table summarizes the costs recorded during the periods indicated, as well as the current estimate of remaining charges expected to be incurred in connection with the 2025 restructuring plan:
| Three Months Ended December 31, | Nine Months Ended December 31, | Estimated Charges Remaining to be Incurred(1) | |||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Costs recorded in restructuring charges: | |||||||||||||||||||||||||||||
| Employee-related costs | $ | (143) | $ | 1,584 | $ | 8,485 | $ | 13,322 | |||||||||||||||||||||
Facility-related costs(2) | 2,359 | 5,706 | 30,617 | 18,201 | |||||||||||||||||||||||||
Other restructuring costs(3) | 72,764 | 6,655 | 80,612 | 10,720 | |||||||||||||||||||||||||
| Total costs recorded in restructuring charges | $ | 74,980 | $ | 13,945 | $ | 119,714 | $ | 42,243 | $ | 17,317 | |||||||||||||||||||
| Costs recorded in selling, general and administrative expenses: | |||||||||||||||||||||||||||||
| Employee-related costs | $ | — | $ | — | $ | 719 | $ | 9,460 | |||||||||||||||||||||
| Other transformation initiatives | 2,714 | 3,819 | 14,699 | 5,740 | |||||||||||||||||||||||||
| Total costs recorded in selling, general and administrative expenses | $ | 2,714 | $ | 3,819 | $ | 15,418 | $ | 15,200 | $ | 13,389 | |||||||||||||||||||
| Total restructuring and related charges | $ | 77,694 | $ | 17,764 | $ | 135,132 | $ | 57,443 | $ | 30,706 | |||||||||||||||||||
(1) Estimated restructuring and related charges reflect the high-end of the total estimated charges expected to be incurred in connection with the 2025 restructuring plan.
(2) Facility-related costs for the nine months ended December 31, 2025 includes an impairment charge of $15.9 million relating to the previously disclosed decision to exit our distribution facility in Rialto, California.
(3) Other restructuring costs for the three and nine months ended December 31, 2025, respectively, includes $69.7 million of non-cash contract termination costs, primarily relating to the separation of the Curry Brand.
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 the evolving global trade environment, including recent changes in 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. However, we expect these changes will have a material impact on our Fiscal 2026 results of operations, including revenue, gross profit and operating income. Based on information that is currently available, we anticipate a negative impact of approximately $80 million to our cost of goods sold in Fiscal 2026 attributable to increased tariffs, which is expected to impact gross profit by approximately 160 basis points.
Other macroeconomic factors, such as inflationary pressures 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, 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.
See "Risk Factors—Economic and Industry Risks—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"; "—Our financial results and ability to grow our business may be negatively impacted by global events beyond our control"; and "—Financial Risks—Our financial results could be adversely
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impacted by currency exchange rate fluctuations" included in Item 1A of our Annual Report on Form 10-K for Fiscal 2025.
| 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 December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | 1,327,761 | 100.0 | % | $ | 1,401,039 | 100.0 | % | $ | 3,795,209 | 100.0 | % | $ | 3,983,727 | 100.0 | % | |||||||||||||||||||||||||||||||
| Cost of goods sold | 738,021 | 55.6 | % | 735,884 | 52.5 | % | 2,028,389 | 53.4 | % | 2,059,765 | 51.7 | % | |||||||||||||||||||||||||||||||||||
| Gross profit | 589,740 | 44.4 | % | 665,155 | 47.5 | % | 1,766,820 | 46.6 | % | 1,923,962 | 48.3 | % | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 664,540 | 50.0 | % | 637,701 | 45.5 | % | 1,776,517 | 46.8 | % | 1,994,858 | 50.1 | % | |||||||||||||||||||||||||||||||||||
| Restructuring charges | 74,980 | 5.6 | % | 13,945 | 1.0 | % | 119,714 | 3.2 | % | 42,243 | 1.1 | % | |||||||||||||||||||||||||||||||||||
| Income (loss) from operations | (149,780) | (11.3) | % | 13,509 | 1.0 | % | (129,411) | (3.4) | % | (113,139) | (2.8) | % | |||||||||||||||||||||||||||||||||||
| Interest income (expense), net | (8,892) | (0.7) | % | (3,391) | (0.2) | % | (21,548) | (0.6) | % | (2,794) | (0.1) | % | |||||||||||||||||||||||||||||||||||
| Other income (expense), net | (1,584) | (0.1) | % | (2,563) | (0.2) | % | (7,221) | (0.2) | % | (8,713) | (0.2) | % | |||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (160,256) | (12.1) | % | 7,555 | 0.5 | % | (158,180) | (4.2) | % | (124,646) | (3.1) | % | |||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | 270,604 | 20.4 | % | 6,295 | 0.4 | % | 293,886 | 7.7 | % | 9,308 | 0.2 | % | |||||||||||||||||||||||||||||||||||
| Income (loss) from equity method investments | 33 | — | % | (26) | — | % | (187) | — | % | 144 | — | % | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (430,827) | (32.4) | % | $ | 1,234 | 0.1 | % | $ | (452,253) | (11.9) | % | $ | (133,810) | (3.4) | % | |||||||||||||||||||||||||||||||
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:
| Net Revenues by Distribution Channel: | |||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 659,965 | $ | 704,760 | $ | (44,795) | (6.4) | % | $ | 2,084,065 | $ | 2,211,266 | $ | (127,201) | (5.8) | % | |||||||||||||||||||||||||||||||
| Direct-to-consumer | 646,845 | 672,948 | (26,103) | (3.9) | % | 1,648,456 | 1,703,497 | (55,041) | (3.2) | % | |||||||||||||||||||||||||||||||||||||
| Net Sales | 1,306,810 | 1,377,708 | (70,898) | (5.1) | % | 3,732,521 | 3,914,763 | (182,242) | (4.7) | % | |||||||||||||||||||||||||||||||||||||
| License revenues | 27,155 | 23,904 | 3,251 | 13.6 | % | 80,501 | 70,371 | 10,130 | 14.4 | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (6,204) | (573) | (5,631) | (982.7) | % | (17,813) | (1,407) | (16,406) | (1166.0) | % | |||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,327,761 | $ | 1,401,039 | $ | (73,278) | (5.2) | % | $ | 3,795,209 | $ | 3,983,727 | $ | (188,518) | (4.7) | % | |||||||||||||||||||||||||||||||
(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.
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Net Sales
Net sales decreased by $70.9 million, or 5.1%, to $1.3 billion during the three months ended December 31, 2025, from $1.4 billion during the three months ended December 31, 2024. Apparel decreased primarily due to lower average selling prices and lower unit sales. Footwear decreased primarily due to lower unit sales and lower average selling prices, partially offset by favorable channel mix. Accessories decreased primarily due to unfavorable channel mix, partially offset by higher 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 $182.2 million, or 4.7%, to $3.7 billion during the nine months ended December 31, 2025, from $3.9 billion during the nine months ended December 31, 2024. Apparel decreased primarily due to lower average selling prices and unfavorable channel mix, partially offset by higher unit sales. Footwear decreased primarily due to lower unit sales and lower average selling prices. Accessories increased primarily due to higher unit sales, partially offset by unfavorable channel mix. From a channel perspective, the decrease in net sales was due to a decrease in both wholesale and direct-to-consumer.
License Revenues
License revenues increased by $3.3 million or 13.6%, to $27.2 million during the three months ended December 31, 2025, from $23.9 million during the three months ended December 31, 2024. This was primarily due to higher revenues from our international licensing partners.
License revenues increased by $10.1 million or 14.4%, to $80.5 million during the nine months ended December 31, 2025, from $70.4 million during the nine months ended December 31, 2024. This was primarily due to higher revenues from our international licensing partners and our licensing partners in North America.
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 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 $18.7 million and $58.6 million for the three and nine months ended December 31, 2025, respectively (three and nine months ended December 31, 2024: $20.4 million and $58.7 million, respectively).
Gross profit decreased by $75.4 million to $589.7 million during the three months ended December 31, 2025, as compared to $665.2 million during the three months ended December 31, 2024. Gross profit as a percentage of net revenues, or gross margin, decreased to 44.4% from 47.5%. This decrease in gross margin of approximately 310 basis points was primarily driven by unfavorable impacts of 180 basis points from supply chain, including 200 basis points from tariff impacts,140 basis points from pricing due to a more promotional environment in North America and 40 basis points from channel and regional mix. These were partially offset by favorable impacts of 30 basis points from changes in foreign currency and 20 basis points from product mix.
Gross profit decreased by $157.1 million to $1.8 billion during the nine months ended December 31, 2025, as compared to $1.9 billion during the nine months ended December 31, 2024. Gross profit as a percentage of net revenues, or gross margin, decreased to 46.6% from 48.3%. This decrease in gross margin of approximately 170 basis points was primarily driven by unfavorable impacts of 110 basis points from supply chain, including 130 basis points from tariff impacts, 60 basis points from pricing a more promotional environment in North America and 55 basis points from channel and regional mix. These were partially offset by favorable impacts of 30 basis points from changes in foreign currency and 25 basis points from product mix.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of costs related to marketing and advertising, selling, product innovation and supply chain, and corporate services. We consolidate our selling, general and administrative expenses into two primary categories: "marketing and advertising" and "other." The marketing and advertising category consists primarily of sports and brand marketing, media and retail presentation. Sports and
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brand marketing includes professional, club and collegiate sponsorship agreements, individual athlete and influencer agreements, and providing and selling products directly to teams and individual athletes. Media includes digital, broadcast, and print media outlets, including social and mobile media. Retail presentation includes sales displays and concept shops and depreciation expense specific to our in-store fixture programs. Our marketing and advertising costs are an important driver of our growth. The other category is the sum of our selling, product innovation and supply chain, and corporate services categories.
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 664,540 | $ | 637,701 | $ | 26,839 | 4.2 | % | $ | 1,776,517 | $ | 1,994,858 | $ | (218,341) | (10.9) | % | |||||||||||||||||||||||||||||||
Selling, general and administrative expenses increased by $26.8 million, or 4.2%, during the three months ended December 31, 2025 as compared to the three months ended December 31, 2024. Within selling, general and administrative expenses:
•Marketing and advertising costs decreased $20.2 million or 12.6%. This was primarily due to a decrease in marketing activity during the period. As a percentage of net revenues, marketing and advertising costs decreased to 10.5% from 11.4%.
•Other costs increased $47.0 million or 9.8%, primarily due to higher litigation reserve expense relating to the previously disclosed litigation with our insurance carriers (refer to Note 8 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details), partially offset by lower incentive compensation expense, lower facility-related expenses and lower non-salaried compensation expense. Additionally, the prior year included an impairment charge of $28.4 million relating to vacating our former global headquarters. As a percentage of net revenues, other costs increased to 39.5% from 34.1%.
As a percentage of net revenues, selling, general and administrative expenses increased to 50.0% during the three months ended December 31, 2025 as compared to 45.5% during the three months ended December 31, 2024.
Selling, general and administrative expenses decreased by $218.3 million, or 10.9%, during the nine months ended December 31, 2025 as compared to the nine months ended December 31, 2024. Within selling, general and administrative expenses:
•Marketing and advertising costs decreased $2.4 million or 0.6%. 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 10.7% from 10.2%.
•Other costs decreased $215.9 million or 13.6%, primarily due to lower litigation reserve expense, lower incentive compensation expense and lower facility-related expenses. The current year includes $98.5 million of litigation reserve expense relating to the previously disclosed litigation with our insurance carriers (refer to Note 8 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details). The prior year included $261 million of litigation reserve expense relating to the Consolidated Securities Action litigation, which was settled in Fiscal 2025 (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025). Additionally, the prior year included an impairment charge of $28.4 million relating to vacating our former global headquarters. As a percentage of net revenues, other costs decreased to 36.2% from 39.9%.
As a percentage of net revenues, selling, general and administrative expenses decreased to 46.8% during the nine months ended December 31, 2025 as compared to 50.1% during the nine months ended December 31, 2024.
Restructuring Charges
Restructuring charges within our operating expenses primarily consist of employee severance and benefit costs, contract termination costs, facility, software and other asset-related charges and impairments and various transformational initiatives. Refer to Note 11 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
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| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Restructuring charges | $ | 74,980 | $ | 13,945 | $ | 61,035 | 437.7 | % | $ | 119,714 | $ | 42,243 | $ | 77,471 | 183.4 | % | |||||||||||||||||||||||||||||||
Restructuring charges increased by $61.0 million during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. This was due to higher other restructuring costs, primarily relating to the separation of the Curry Brand, partially offset by lower facility-related costs and lower employee-related costs.
Restructuring charges increased by $77.5 million during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024. This was due to higher other restructuring costs, primarily relating to the separation of the Curry Brand, and higher facility-related costs resulting from an impairment charge of $15.9 million relating to the previously disclosed decision to exit the Company's distribution facility in Rialto, California, partially offset by lower employee-related costs.
Interest Income (Expense), net
Interest income (expense), net includes interest income earned on our cash and cash equivalents and restricted investments, amortization of deferred financing costs, bank fees, capitalized interest for long-term property and equipment projects and interest expense under the credit and other long-term debt facilities. Refer to Note 7 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details.
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Interest income (expense), net | $ | (8,892) | $ | (3,391) | $ | (5,501) | (162.2) | % | $ | (21,548) | $ | (2,794) | $ | (18,754) | (671.2) | % | |||||||||||||||||||||||||||||||
Interest expense, net increased by $5.5 million to $8.9 million during the three months ended December 31, 2025 compared to $3.4 million during the three months ended December 31, 2024. This was primarily due to an increase in interest expense resulting from the issuance of the Senior Notes due 2030 and borrowings on our revolving credit facility, partially offset by interest income earned on the restricted investments held to satisfy and discharge the Senior Notes due 2026.
Interest expense, net increased by $18.8 million to $21.5 million during the nine months ended December 31, 2025 compared to $2.8 million during the nine months ended December 31, 2024. This was primarily due to an increase in interest expense resulting from the issuance of the Senior Notes due 2030 and borrowings on our revolving credit facility, partially offset by interest income earned on the restricted investments held to satisfy and discharge the Senior Notes due 2026.
Other Income (Expense), net
Other income (expense), net generally consists of unrealized and realized gains and losses on our foreign currency derivative financial instruments, and unrealized and realized gains and losses on adjustments that arise from fluctuations in foreign currency exchange rates relating to transactions generated by our international subsidiaries. Other income (expense), net also includes rent expense and associated sublease income relating to lease assets held for sublet purposes.
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | $ | (1,584) | $ | (2,563) | $ | 979 | 38.2 | % | $ | (7,221) | $ | (8,713) | $ | 1,492 | 17.1 | % | |||||||||||||||||||||||||||||||
Other expense, net decreased by $1.0 million to $1.6 million during the three months ended December 31, 2025 compared to $2.6 million during the three months ended December 31, 2024. This was primarily due a net gain from foreign currency hedges.
Other expense, net decreased by $1.5 million to $7.2 million during the nine months ended December 31, 2025 compared to $8.7 million during the nine months ended December 31, 2024. This was primarily due an increase in sublease income, offset by lower net gains from foreign currency hedges.
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Income Tax Expense (Benefit)
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | $ | 270,604 | $ | 6,295 | $ | 264,309 | 4198.7 | % | $ | 293,886 | $ | 9,308 | $ | 284,578 | 3057.3 | % | |||||||||||||||||||||||||||||||
Income tax expense increased by $264.3 million to $270.6 million during the three months ended December 31, 2025 from income tax expense of $6.3 million during the three months ended December 31, 2024. For the three months ended December 31, 2025, our effective tax rate was (168.9)% compared to 83.3% for the three months ended December 31, 2024. The change in our effective tax rate was primarily driven by the impact of recording valuation allowances against the majority of forecasted fiscal year losses in the United States, and discrete items, including the impact of recording valuation allowances against previously recognized United States federal deferred tax assets.
Income tax expense increased by $284.6 million to $293.9 million during the nine months ended December 31, 2025 from income tax expense of $9.3 million during the nine months ended December 31, 2024. For the nine months ended December 31, 2025, our effective tax rate was (185.8)% compared to (7.5)% for the nine months ended December 31, 2024. The change in our effective tax rate was primarily driven by the impact of recording valuation allowances against the majority of forecasted fiscal year losses in the United States, and discrete items, including the impact of recording valuation allowances against previously recognized United States federal deferred tax assets.
| SEGMENT RESULTS OF OPERATIONS | ||
Our operating segments are based on how our Chief Operating Decision Maker ("CODM") makes decisions about allocating resources and assessing performance. Our segments are defined by geographic regions, including North America, EMEA, Asia-Pacific and Latin America.
We exclude certain corporate items from our segment profitability measures. We report these items within Corporate Other, which is designed to provide increased transparency and comparability of our operating segments' performance. Corporate Other consists primarily of (i) general and administrative expenses not allocated to an operating segment, including expenses associated with centrally managed departments such as global marketing, global information technology, global supply chain and innovation, and other corporate support functions; (ii) restructuring and restructuring related charges, if any; and (iii) certain foreign currency hedge gains and losses.
The net revenues and operating income (loss) associated with our segments are summarized in the following tables.
Net Revenues
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 756,726 | $ | 843,620 | $ | (86,894) | (10.3) | % | $ | 2,218,547 | $ | 2,416,225 | $ | (197,678) | (8.2) | % | |||||||||||||||||||||||||||||||
| EMEA | 315,751 | 297,890 | 17,861 | 6.0 | % | 882,037 | 807,960 | 74,077 | 9.2 | % | |||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 190,885 | 201,112 | (10,227) | (5.1) | % | 533,446 | 590,609 | (57,163) | (9.7) | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 70,603 | 58,990 | 11,613 | 19.7 | % | 178,992 | 170,340 | 8,652 | 5.1 | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (6,204) | (573) | (5,631) | (982.7) | % | (17,813) | (1,407) | (16,406) | (1,166.0) | % | |||||||||||||||||||||||||||||||||||||
| Total net revenues | $ | 1,327,761 | $ | 1,401,039 | $ | (73,278) | (5.2) | % | $ | 3,795,209 | $ | 3,983,727 | $ | (188,518) | (4.7) | % | |||||||||||||||||||||||||||||||
(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.
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North America
Net revenues in our North America region decreased by $86.9 million, or 10.3% during the three months ended December 31, 2025. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in e-commerce and owned and operated retail stores.
Net revenues in our North America region decreased by $197.7 million, or 8.2% during the nine months ended December 31, 2025. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in e-commerce and owned and operated retail stores.
EMEA
Net revenues in our EMEA region increased by $17.9 million, or 6.0% during the three months ended December 31, 2025. This was driven by an increase in both our wholesale and direct-to-consumer channels and an increase in license revenues. 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 EMEA region were also positively impacted by changes in foreign exchange rates.
Net revenues in our EMEA region increased by $74.1 million, or 9.2% during the nine months ended December 31, 2025. This was driven by an increase in both our wholesale and direct-to-consumer channels and an increase in license revenues. 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 EMEA region were also positively impacted by changes in foreign exchange rates.
Asia-Pacific
Net revenues in our Asia-Pacific region decreased by $10.2 million, or 5.1% during the three months ended December 31, 2025. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in owned and operated retail stores and in e-commerce.
Net revenues in our Asia-Pacific region decreased by $57.2 million, or 9.7% during the nine months ended December 31, 2025. This was driven by a decrease in both our wholesale and direct-to-consumer channels, partially offset by an increase in license revenues. Within our direct-to-consumer channel, net revenues decreased in e-commerce and owned and operated retail stores.
Latin America
Net revenues in our Latin America region increased by $11.6 million, or 19.7% during the three months ended December 31, 2025. 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 and e-commerce.
Net revenues in our Latin America region increased by $8.7 million, or 5.1% during the nine months ended December 31, 2025. This was driven by an increase in both our wholesale and direct-to-consumer channels, partially offset by a decrease in license revenues. Within our direct-to-consumer channel, net revenues increased in owned and operated retail stores and e-commerce.
Corporate Other
Net revenues in Corporate Other decreased by $5.6 million during the three months ended December 31, 2025. This was primarily driven by foreign currency hedge losses related to revenues generated by entities within our operating segments.
Net revenues in Corporate Other decreased by $16.4 million during the nine months ended December 31, 2025. This was primarily driven by foreign currency hedge losses related to revenues generated by entities within our operating segments.
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Operating Income (Loss)
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change ($) | Change (%) | 2025 | 2024 | Change ($) | Change (%) | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 105,902 | $ | 164,068 | $ | (58,166) | (35.5) | % | $ | 365,295 | $ | 529,216 | $ | (163,921) | (31.0) | % | |||||||||||||||||||||||||||||||
| EMEA | 49,386 | 42,110 | 7,276 | 17.3 | % | 141,630 | 114,161 | 27,469 | 24.1 | % | |||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 20,954 | 14,009 | 6,945 | 49.6 | % | 63,732 | 58,158 | 5,574 | 9.6 | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 8,004 | 14,186 | (6,182) | (43.6) | % | 19,206 | 41,528 | (22,322) | (53.8) | % | |||||||||||||||||||||||||||||||||||||
Corporate Other (1) | (334,026) | (220,864) | (113,162) | (51.2) | % | (719,274) | (856,202) | 136,928 | 16.0 | % | |||||||||||||||||||||||||||||||||||||
| Total operating income (loss) | $ | (149,780) | $ | 13,509 | $ | (163,289) | (1,208.7) | % | $ | (129,411) | $ | (113,139) | $ | (16,272) | (14.4) | % | |||||||||||||||||||||||||||||||
(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 $58.2 million, or 35.5% during the three months ended December 31, 2025. This was primarily due to a decrease in gross profit, driven by lower net revenues, as discussed above, and higher product input costs resulting from increased tariffs as well as higher selling and distribution expenses. These were partially offset by lower non-salaried compensation, lower facility-related expenses and lower marketing and advertising costs.
Operating income in our North America region decreased by $163.9 million, or 31.0% during the nine months ended December 31, 2025. This was primarily due to a decrease in gross profit, driven by lower net revenues as discussed above, and higher product input costs resulting from increased tariffs. Additionally, the decrease was driven by higher marketing and advertising costs and higher selling and distribution expenses, partially offset by lower facility-related expenses and lower non-salaried compensation.
EMEA
Operating income in our EMEA region increased by $7.3 million, or 17.3% during the three months ended December 31, 2025. This was primarily due to an increase in gross profit driven by higher net revenues, as discussed above, and lower bad debt expense. These were partially offset by higher salaried and non-salaried compensation expenses.
Operating income in our EMEA region increased by $27.5 million, or 24.1% during the nine months ended December 31, 2025. This was primarily due to an increase in gross profit, driven by higher net revenues, as discussed above, lower bad debt expense and lower marketing and advertising costs. These were partially offset by higher salaried and non-salaried compensation expenses, higher selling and distribution expenses, and higher depreciation expense.
Asia-Pacific
Operating income in our Asia-Pacific region increased by $6.9 million, or 49.6% during the three months ended December 31, 2025. This was primarily due to lower marketing and advertising costs, partially offset by a decrease in gross profit. The decrease in gross profit was driven by lower net revenues as discussed above.
Operating income in our Asia-Pacific region increased by $5.6 million, or 9.6% during the nine months ended December 31, 2025. This was primarily due to lower marketing and advertising costs, partially offset by a decrease in gross profit. The decrease in gross profit was driven by lower net revenues as discussed above.
Latin America
Operating income in our Latin America region decreased by $6.2 million, or 43.6% during the three months ended December 31, 2025. This was primarily due to higher bad debt expense, higher marketing and advertising costs, higher selling and distribution expenses and a decrease in gross profit. The decrease in gross profit was driven by higher product input costs, partially offset by an increase net revenues as discussed above.
Operating income in our Latin America region decreased by $22.3 million, or 53.8% during the nine months ended December 31, 2025. This was primarily due to a decrease in gross profit, driven by higher product input
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costs, partially offset by higher net revenues as discussed above. Additionally, the decrease was driven by higher marketing and advertising costs and higher bad debt expense.
Corporate Other
Operating loss in Corporate Other increased by $113.2 million, or 51.2% during the three months ended December 31, 2025. This was primarily due to $98.5 million of litigation reserve expense relating to the previously disclosed litigation with our insurance carriers (refer to Note 8 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details) and higher restructuring charges under the 2025 restructuring plan as discussed above. Additionally, the prior year included an impairment charge of $28.4 million relating to vacating our former global headquarters.
Operating loss in Corporate Other decreased by $136.9 million, or 16.0% during the nine months ended December 31, 2025. This was primarily due to lower litigation reserve expense, partially offset by higher restructuring charges under the 2025 restructuring plan as discussed above. Litigation reserve expense in the current year includes $98.5 million relating to the previously disclosed litigation with our insurance carriers (refer to Note 8 of our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details). Litigation reserve expense in the prior year included $261 million relating to the Consolidated Securities Action litigation which was settled in Fiscal 2025 (refer to Note 10 of the Consolidated Financial Statements in Part II, Item 8 of the Company's Annual Report on Form 10-K for Fiscal 2025). Additionally, the prior year included an impairment charge of $28.4 million relating to vacating our former global headquarters.
| 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, including construction of our new global headquarters, leasehold improvements to our Brand and Factory House stores, and investment and improvements in information technology systems. Our inventory strategy is focused on continuing to meet consumer demand while improving our inventory efficiency over the long term by putting systems and processes in place to improve our inventory management. These systems and processes are designed to improve our forecasting and supply planning capabilities. In addition, we strive to enhance our inventory performance by focusing on adding discipline around product purchasing, reducing production lead time and improving planning and execution for selling excess inventory through our Factory House stores and other liquidation channels.
As of December 31, 2025, we had approximately $465 million of cash and cash equivalents. As described below, 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. In addition, as described above and previously disclosed, we remain in litigation with certain of our insurance carriers, and as of December 31, 2025, we have recorded an accrual of $98.5 million in respect of these legal proceeding contingencies. Although the timing of resolution is unknown and the amount of loss ultimately incurred may be different than the amount accrued, we anticipate that any amounts ultimately payable by us will be paid using cash on hand, borrowings under our amended credit agreement or a combination thereof. 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
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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 December 31, 2025, we have repurchased a total of $115 million Class C Common Stock under this program.
If there are unexpected material impacts to our business in future periods from significant global events, such as an economic recession or changes in global trade policy, 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.
Our Annual Report on Form 10-K for Fiscal 2025 noted that a portion of our foreign earnings were no longer indefinitely reinvested. During the second quarter of Fiscal 2026, we continued to re-evaluate our assertion related to the reinvestment of our non-U.S. subsidiaries’ cumulative and current undistributed earnings and repatriated additional undistributed foreign earnings. As a result, approximately $650 million of additional current and prior foreign earnings, inclusive of a $250 million cash dividend repatriated in Fiscal 2026, are no longer indefinitely reinvested. The remainder of our prior and current year undistributed foreign earnings will continue to be indefinitely reinvested to fund international growth and operations. As the majority of such foreign earnings have been previously subject to U.S. federal tax, additional taxes including currency gains or losses, capital gains, foreign withholding taxes and U.S. state taxes are not expected to be material.
Refer to our "Risk Factors" section included in Part I, Item 1A of our Annual Report on Form 10-K for Fiscal 2025.
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.
During the nine months ended December 31, 2025, under the above authorization, we repurchased $25 million of Class C Common Stock and received a total of 5.2 million shares, which were immediately retired. 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, $25.0 million was recorded 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 under the share repurchase program during the three months ended December 31, 2025.
During the three months ended December 31, 2024, under the above authorization, we repurchased $25 million of Class C Common Stock through accelerated share repurchase transactions and received a total of 2.8 million shares, which were immediately retired. As a result, $24.4 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.
During the nine months ended December 31, 2024, under the above authorization, we repurchased $65 million of Class C Common Stock through accelerated share repurchase transactions and received a total of 8.7 million shares, which were immediately retired. As a result, $65.3 million was recorded to retained earnings to reflect the difference between the market price of the Class C Common Stock repurchased and its par value.
As of the date of this Quarterly Report on Form 10-Q, we repurchased a total of $115 million or 18.0 million outstanding shares of its Class C Common Stock, leaving approximately $385 million remaining under our current share repurchase program.
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Cash Flows
The following table presents the major components of our cash flows provided by and used in operating, investing and financing activities for the periods presented:
| Nine Months Ended December 31, | |||||||||||||||||
| 2025 | 2024 | Change ($) | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 257,079 | $ | 142,880 | $ | 114,199 | |||||||||||
| Investing activities | (673,703) | (99,194) | (574,509) | ||||||||||||||
| Financing activities | 360,486 | (154,455) | 514,941 | ||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 9,480 | (20,982) | 30,462 | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (46,658) | $ | (131,751) | $ | 85,093 | |||||||||||
Operating Activities
Cash flows provided by operating activities increased by $114.2 million, as compared to the nine months ended December 31, 2024, primarily driven by an increase from changes in working capital of $189.2 million, partially offset by a decrease in net income before the impact of non-cash items of $75.0 million.
The changes in working capital were due to the following inflows:
•$179.5 million from changes in accrued expenses and other liabilities;
•$80.2 million from changes in accounts payable;
•$45.6 million from changes in income taxes payable and receivable, net;
•$27.7 million from changes in inventories; and
•$12.4 million from changes in other non-current assets.
These inflows were partially offset by the following working capital outflows:
•$71.8 million from changes in accounts receivable;
•$51.2 million from changes in prepaid expenses and other current assets; and
•$33.2 million from changes in customer refund liabilities.
Investing Activities
Cash flows used in investing activities increased by $574.5 million, as compared to the nine months ended December 31, 2024. During the nine months ended December 31, 2025, we deposited $601.2 million into a restricted investment in connection with the satisfaction and discharge of the Senior Notes due 2026 (as defined and discussed below). During the nine months ended December 31, 2024, we collected a $50 million earn-out in connection with the sale of the MyFitnessPal platform.
Additionally, total capital expenditures during the nine months ended December 31, 2025 were $72.0 million, or approximately 2% of net revenues, representing a $67.9 million decrease from $139.9 million during the nine months ended December 31, 2024. Our long-term operating principle for capital expenditures is to spend between 2% and 4% of annual net revenues as we invest in our global direct-to-consumer and e-commerce businesses, information technology systems, distribution centers and our global offices.
Financing Activities
Cash flows provided by financing activities increased by $514.9 million, as compared to the nine months ended December 31, 2024. During the nine months ended December 31, 2025, we issued $400 million of Senior Notes due 2030 (as defined below) and borrowed $200 million under the revolving credit facility, which was repaid during the same period. During the nine months ended December 31, 2024, we repaid the $80.9 million aggregate principal amount of the 1.50% Convertible Senior Notes due 2024 using cash on hand. Additionally, we repurchased $25 million of our Class C Common Stock during the nine months ended December 31, 2025 as compared to $65 million repurchased during the nine months ended December 31, 2024.
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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 July 2025, we entered into the eighth amendment to the credit agreement (the credit agreement as amended, 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 three months ended December 31, 2025, we repaid $200 million of borrowings under the revolving credit facility. As of December 31, 2025 and March 31, 2025, no amounts were outstanding under the revolving credit facility.
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 2.5 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 December 31, 2025, $45.5 million of letters of credit were outstanding (March 31, 2025: $45.7 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.
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 the 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 3.50 to 1.0 (the "interest coverage covenant") and we are not permitted to allow the ratio of consolidated total indebtedness to consolidated EBITDA to be greater than 3.25 to 1.0, or, at our election during a fiscal quarter in which a permitted acquisition with a cash purchase price exceeding $100,000,000 is consummated, 3.75 to 1.00 (the "leverage covenant"), as described in more detail in the amended credit agreement. In July 2025, we entered into the eighth amendment to the credit agreement to exclude from the definition of indebtedness any indebtedness that has been defeased, satisfied and discharged and/or redeemed and to adjust the amount of interest expense included in the interest coverage covenant to exclude interest accruing on defeased debt. As such, the Senior Notes due 2026, including related interest, have been excluded. As of December 31, 2025, we were in compliance with the applicable covenants.
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 December 31, 2025, the commitment fee was 20.0 basis points.
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3.25% Senior Notes
In June 2016, we issued $600.0 million in aggregate principal amount of 3.25% senior unsecured notes due June 15, 2026 (the "Senior Notes due 2026"). The Senior Notes due 2026 bear interest at a fixed rate of 3.25% per annum, 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"). As a result of the satisfaction and discharge, we were released from the remaining obligations under the Senior Notes due 2026 and the Indenture, except those obligations in the Indenture that expressly survive the satisfaction and discharge.
Holders of the Senior Notes due 2026 will receive payment of principal on the scheduled maturity date and payment of interest at the per annum rate on the dates set forth in the Indenture. Accordingly, the satisfaction and discharge represents an in-substance defeasance (as defined under ASC Topic 405 "Liabilities"). Therefore, the Senior Notes due 2026 remain on our Condensed Consolidated Balance Sheets as of December 31, 2025 and will continue to accrete to their par value over the period until maturity in June 2026. Additionally, the related trust assets are included in restricted investments on our Condensed Consolidated Balance Sheets as of December 31, 2025.
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 us and certain of our subsidiaries' ability to engage in certain transactions and are subject to material exceptions described in the indenture governing the Senior Notes due 2030.
| CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS | ||
Our Condensed Consolidated Financial Statements have been prepared in accordance with 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 complex 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.
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 2025, for a summary of our significant accounting policies and our assessment of recently issued accounting standards.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to our market risk since March 31, 2025. 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 2025.
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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, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective, due to the material weakness in our internal control over financial reporting described below.
Material Weakness in Internal Control Over Financial Reporting
As previously reported in the Company's Annual Report on Form 10-K for Fiscal 2025, we identified a material weakness in our internal control over financial reporting, as we did not design and maintain effective controls over the review and execution of certain balance sheet account reconciliations. Although this material weakness did not result in a material misstatement of our consolidated financial statements, it resulted in immaterial errors in our consolidated interim and annual financial statements for Fiscal 2025, our fiscal year beginning on April 1, 2023 and ended March 31, 2024 ("Fiscal 2024"), our fiscal year beginning on April 1, 2022 and ended March 31, 2023 ("Fiscal 2023"), the period beginning January 1, 2022 and ended March 31, 2022 ("Transition Period") and our fiscal year beginning on January 1, 2021 and ended December 31, 2021 ("Fiscal 2021"). Additionally, until we remediate this material weakness, it could result in material misstatements to our interim or annual consolidated financial statements that would not be prevented or detected on a timely basis.
Remediation Efforts and Status of Remaining Material Weakness
During the quarter ended December 31, 2025, with the oversight of the Audit Committee of the Board of Directors, management has been executing on and remains committed to implementing measures designed to ensure that the control deficiencies that contributed to the material weakness are remediated. As it specifically relates to actions taken during the quarter ended December 31, 2025, we implemented changes in governance and oversight, as well as developed and implemented controls as part of our third quarter close process and will continue to enhance or modify these controls in future periods if needed. Although our remediation measures are ongoing, we believe the actions taken during the third quarter, as well as the cumulative actions taken to date, described below, will contribute towards the remediation of the previously identified material weakness:
•We prepared a remediation plan for the material weakness and performed training with process owners to improve documentation that supports effective control activities, including evidence of the completeness and accuracy of information produced by the entity;
•We developed and deployed a new global balance sheet account reconciliation policy and approval process, which provides additional oversight, monitoring and account reconciliation governance;
•We have redesigned and implemented new controls that evaluate process adoption and monitor results; and
•We engaged third party consultants to advise management in connection with the remediation of the material weakness.
We believe the measures described above will contribute toward the remediation of the control deficiencies we have identified and strengthen our internal control over financial reporting. We are committed to improving our internal control over financial reporting and will continue to review, optimize and enhance our controls and procedures. As we evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain remediation measures described above. This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls operate effectively. We expect the material weakness will be remediated by the end of Fiscal 2026.
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Changes in Internal Control Over Financial Reporting
As described above, there were 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 December 31, 2025 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 of our 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 2025. 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 December 31, 2025 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) | ||||||||||||||||||||||
| 10/01/2025 to 10/31/2025 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
| 11/01/2025 to 11/30/2025 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
| 12/01/2025 to 12/31/2025 | — | $ | — | — | $ | 385.0 | ||||||||||||||||||||
ITEM 5. OTHER INFORMATION
(c)
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit No. | Exhibit Description | |||||||
| 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) | |||||||
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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/ DAVID E. BERGMAN | |||||||
| David E. Bergman | ||||||||
| Chief Financial Officer | ||||||||
Date: February 6, 2026
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