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

Total stock-based compensation expense associated with awards granted to employees and non-employee directors for Fiscal 2026 was $41.7 million (Fiscal 2025: $46.8 million; Fiscal 2024: $36.9 million). The related tax benefits, excluding consideration of valuation allowances, were $7.2 million for Fiscal 2026 (Fiscal 2025: $8.0 million; Fiscal 2024: $6.6 million). The valuation allowances associated with these benefits were $7.2 million for Fiscal 2026 (Fiscal 2025: $1.4 million; Fiscal 2024: $1.2 million). As of March 31, 2026, the Company had $61.2 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.01 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, 2026. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards.

Stock options, restricted stock and restricted stock unit awards under the 2005 Plan generally vest ratably over a period of two 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.

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 1.2 million deferred stock units outstanding as of March 31, 2026.

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, 2026, the Company had 2.7 million Class A shares and 1.7 million Class C shares available for future purchases under the ESPPs. During Fiscal 2026, 0.5 million Class C shares were purchased under the ESPPs (Fiscal 2025: 0.4 million; Fiscal 2024: 0.5 million).

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 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 2026 was $4.2 million (Fiscal 2025: $7.4 million; Fiscal 2024: $8.9 million). As of March 31, 2026, the Company had $1.2 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 1.36 years.

During Fiscal 2026, 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 the restricted stock units, was reclassified from additional paid in capital to current liabilities and was settled in cash during the period.

A summary of the Company's stock options activity for Fiscal 2026 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	1,220	6.88		9.78
Exercised	—	—		—
Forfeited or expired	—	—		—
Outstanding as of March 31, 2026	2,576	$	12.04	5.84	$	—
Exercisable as of March 31, 2026	1,356	$	16.68	2.31	$	—

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.


	Fiscal 2026
Weighted-average fair value of options granted	$	3.70
Weighted-average assumptions used:
Expected volatility	52.5		%
Expected dividend yield	0.0		%
Expected life	6.03 years
Risk-free rate	3.77		%
Exercise price	$	6.88


	Number of Restricted Shares	Weighted Average Grant Date Fair Value
Outstanding as of March 31, 2025	22,976	$	7.58
Granted	9,619	6.09
Forfeited(1)	(9,255)	8.19
Vested	(6,410)	8.30
Outstanding as of March 31, 2026	16,930	$	6.50

(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.

The awards outstanding as of March 31, 2026 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 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.

•0.6 million performance-based restricted stock units, granted during Fiscal 2025, with a weighted average fair value of $6.86. The financial performance conditions, which included certain Fiscal 2025 annual revenue and operating income targets, were achieved.

•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 March 31, 2026, 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 Fiscal 2026.

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.