UAA Under Armour Inc

As filed with the Securities and Exchange Commission on September 20, 2023

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNDER ARMOUR, INC.

(Exact name of Registrant as specified in its charter)

1020 Hull Street

Baltimore, Maryland 21230

(Address, including zip code, of Registrant’s principal executive offices)

Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan

(Full title of the plan)

David E. Bergman

Chief Financial Officer

Under Armour, Inc.

1020 Hull Street

Baltimore, Maryland 21230

(410) 468-2512

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Mehri Shadman

Executive Vice President, Chief Legal Officer and Corporate Secretary

Under Armour, Inc.

1020 Hull Street

Baltimore, Maryland

(410) 468-2512

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Under Armour, Inc. (the “Company”) is filing this registration statement on Form S-8 (the “Registration Statement”) pursuant to and in accordance with General Instruction E of Form S-8 to register 17,000,000 additional shares of Class C Common Stock, par value $0.0003 1/3 per share (the “Class C Common Stock”), of the Company, issuable pursuant to the Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “Plan”). The Company registered the issuance of 30,000,000 shares of Class C Common Stock in connection with the Plan on its Registration Statement on Form S-8 (Registration No. 333-210844) filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2016, and the issuance of 15,000,000 additional shares of Class C Common Stock in connection with the Plan on its Registration Statement on Form S-8 (Registration No. 333-234809) filed with the Commission on November 21, 2019 (collectively, the “Prior Registration Statements”).

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference, except to the extent supplemented, amended or superseded by the information set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents that the Company has previously filed with the Commission are incorporated herein by reference:

All reports and other documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents.

Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.

Certain legal matters with respect to the Class C Common Stock offered and sold pursuant to this Registration Statement will be passed upon for the Company by Mehri Shadman, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company. As of September 20, 2023, Ms. Shadman owned or had the right to acquire, directly or indirectly, an aggregate of less than 0.1% of the Company’s Class A Common Stock, par value $0.0003 1/3 per share, and less than 0.1% of the Company’s Class C Common Stock. Ms. Shadman is eligible to participate in the Plan and the Under Armour, Inc. Employee Stock Purchase Plans.

2

The following exhibits are filed as part of this Registration Statement:

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Under Armour, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on September 20, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mehri Shadman and David E. Bergman his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 20, 2023.

4

Exhibit 5.01

September 20, 2023

Under Armour, Inc.

Re: Under Armour, Inc. Form S-8 Registration Statement

Ladies and Gentlemen:

I have acted as counsel for Under Armour, Inc., a Maryland corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to 17,000,000 shares (the “Shares”) of the Company’s Class C Common Stock, par value $0.0003 1/3 per share (the “Class C Stock”), to be issued by the Company pursuant to the Under Armour, Inc. Fourth Amended and Restated 2005 Omnibus Long-Term Incentive Plan, as amended (the “Plan”).

In connection with this opinion, I have reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. In such review, I have assumed the genuineness of signatures on all documents submitted to me as originals and the conformity to original documents of all copies submitted to me as certified, conformed or photographic copies. I have relied, as to the matters set forth therein, on certificates of public officials.

This opinion is limited in all respects to the Maryland General Corporation Law, as amended, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that:

This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered solely for the benefit of the Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without my prior written consent.

I consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by the Company and to the references to me in such Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Under Armour Inc. of our report dated May 24, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Under Armour Inc.’s Annual Report on Form 10-K for the year ended March 31, 2023.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

September 20, 2023

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Under Armour, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities