Under Armour, Inc.UAA
Under Armour, Inc. Stock Compensation Disclosure
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 of March 31, 2025, 8.4 million Class A shares and 28.1 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 Fiscal 2025 was $46.8 million (Fiscal 2024: $36.9 million; Fiscal 2023: $36.8 million). The related tax benefits, excluding consideration of valuation allowances, were $8.0 million for Fiscal 2025 (Fiscal 2024: $6.6 million; Fiscal 2023: $6.3 million). The valuation allowances associated with these benefits were $1.4 million for Fiscal 2025 (Fiscal 2024: $1.2 million; Fiscal 2023: $1.2 million). As of March 31, 2025, the Company had $53.7 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 1.97 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 March 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 1.1 million deferred stock units outstanding as of March 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 March 31, 2025, the Company had 2.7 million Class A shares and 2.2 million Class C shares available for future purchases under the ESPPs. During Fiscal 2025, 0.4 million Class C shares were purchased under the ESPPs (Fiscal 2024: 0.5 million; Fiscal 2023: 0.5 million).
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 Fiscal 2025 was $7.4 million (Fiscal 2024: $8.9 million; Fiscal 2023: $3.3 million). As of March 31, 2025, the Company had $64.8 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 9.34 years.
Summary by Award Classification:
Stock Options
A summary of the Company's stock options activity for Fiscal 2025 is presented below.
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Total Intrinsic Value | ||||||||||||||||||||
Outstanding at March 31, 2024 | 1,578 | $ | 19.44 | 3.82 | $ | — | |||||||||||||||||
| Granted, at fair market value | — | — | — | — | |||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||
| Forfeited or expired | (222) | 36.45 | — | — | |||||||||||||||||||
Outstanding at March 31, 2025 | 1,356 | $ | 16.68 | 3.31 | $ | — | |||||||||||||||||
Exercisable at March 31, 2025 | 1,356 | $ | 16.68 | 3.31 | $ | — | |||||||||||||||||
Restricted Stock and Restricted Stock Unit Awards
A summary of the Company's restricted stock and restricted stock unit awards activity for Fiscal 2025 is presented below:
Number of Restricted Shares | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding at March 31, 2024 | 20,776 | $ | 8.58 | ||||||||
| Granted | 9,541 | 6.34 | |||||||||
| Forfeited | (3,215) | 7.55 | |||||||||
| Vested | (4,126) | 9.94 | |||||||||
Outstanding at March 31, 2025 | 22,976 | $ | 7.58 | ||||||||
The awards outstanding at March 31, 2025 in the table above includes 2.3 million of performance-based restricted stock units with financial performance conditions that were awarded to certain executives and key employees under the 2005 Plan. The performance-based restricted stock units with financial performance conditions awarded during Fiscal 2025, Fiscal 2024 and Fiscal 2023 have a weighted average fair value of $6.85, $6.93 and $9.13, respectively, and have vesting that is tied to the achievement of certain annual revenue and operating income targets.
As of March 31, 2025, the Company deemed the achievement of the targets for the performance-based restricted stock units granted during Fiscal 2024 and Fiscal 2023 to be improbable and as such no stock-based compensation expense was recorded during Fiscal 2025 (Fiscal 2024: $(1.4) million; Fiscal 2023: $1.4 million).
As of March 31, 2025, the Company deemed the achievement of the targets for the performance-based restricted stock units awarded during the Fiscal 2025 to be probable and recorded stock-based compensation expense of $3.6 million.
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.
The awards outstanding at March 31, 2025 in the table above also include 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. The performance-based restricted stock units with market conditions 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. During Fiscal 2025, the Company recorded $1.7 million of compensation expense related to these awards.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | May 22, 2025 | Showing above |
| 2024 | May 29, 2024 | |
| 2023 | May 24, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 26, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.