Current Report Filing (8-k)
February 23 2022 - 04:30PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23,
2022
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UNDER ARMOUR, INC.
________________________________________________________________________________
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Maryland
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001-33202
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52-1990078
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1020 Hull Street, Baltimore, Maryland
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21230 |
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(410) 468-2512
(Former name or former address, if changed since last
report)
Securities registered pursuant to Section 12(b) of the Act:
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Class A Common Stock |
UAA |
New York Stock Exchange |
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Class C Common Stock |
UA |
New York Stock Exchange |
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(Title of each class) |
(Trading Symbols) |
(Name of each exchange on which registered) |
________________________________________________
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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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.
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Item 8.01. Other Events.
On February 23, 2022, the Board of Directors of Under Armour, Inc.
(the “Company”) authorized the Company to repurchase up to $500
million (exclusive of fees and commissions) of outstanding shares
of its Class C common stock, $0.0003 1/3 par value per share (the
“Class C Common Stock”), pursuant to a new share repurchase
program. Under the share repurchase program, the Company may
repurchase shares of Class C Common Stock through open market or
privately negotiated transactions, block purchases, or other
transactions, including accelerated share repurchase
programs.
The share repurchase program will expire on February 23, 2024 and
may be suspended or discontinued at any time. The share repurchase
program does not obligate the Company to repurchase shares of Class
C Common Stock and the timing and actual number of shares
repurchased will depend on a variety of factors including price,
market conditions, corporate and regulatory requirements and other
investment opportunities. Information regarding share repurchases
will be available in the Company’s periodic reports on Form 10-Q
and 10-K filed with the Securities and Exchange Commission as
required by the applicable rules of the Securities Exchange Act of
1934, as amended.
On February 23, 2022, the Company issued a press release announcing
that it entered into the share repurchase program.
A copy of the press release is attached as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit
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Under Armour, Inc. press release dated February 23,
2022.
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101 |
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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 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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UNDER ARMOUR, INC.
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Date: February 23, 2022 |
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By:
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/s/ David E. Bergman |
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David E. Bergman
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Chief Financial Officer
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Under Armour (NYSE:UA)
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