Every material Form 8-K Under Armour (Class A) has filed with the SEC since September 09, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Under Armour reported revenue of $1.24 billion for the quarter ended September 30, 2026, down 7% from a year earlier, while its net loss narrowed to $425 thousand from $18.8 million. The company raised its fiscal 2027 GAAP operating income outlook to $99 million to $119 million, but cut its expected gross margin improvement, which shareholders should weigh against the lower sales.
Q2 net revenues were $1.24 billion, down 6.9% from $1.33 billion; North America fell 7% and international fell 7%.
Q2 GAAP operating income was $15 million, versus $17 million a year earlier; adjusted operating income was $25 million.
Fiscal 2027 GAAP operating income outlook was raised to $99 million to $119 million, from $96 million to $116 million.
Expected gross margin improvement was lowered to 170 to 220 basis points from 220 to 270, citing fuel, freight and foreign exchange costs.
Under Armour reported fourth-quarter and full-year fiscal 2026 results on May 12, 2026. Revenue fell 1% to $1.2 billion in the quarter and 4% to $5.0 billion for the year, and the company posted a full-year net loss of $496 million. It also raised the total cost of its fiscal 2025 restructuring plan to approximately $305 million and gave initial fiscal 2027 guidance that includes operating income of $96 million to $116 million.
Q4 fiscal 2026 revenue fell 1% to $1.2 billion; net loss was $43 million, or $0.10 per share, versus a $67 million loss ($0.16 per share) a year earlier.
Full-year net loss was $496 million ($1.16 per share), including a $247 million valuation allowance on U.S. federal deferred tax assets.
Total fiscal 2025 restructuring plan costs were raised to approximately $305 million from the previous $255 million, with completion expected by December 31, 2026.
Fiscal 2027 outlook: operating income of $96 million to $116 million and GAAP diluted loss per share of breakeven to $0.04.
Under Armour, Inc. said Reza Taleghani became its Executive Vice President and Chief Financial Officer effective February 11, 2026, and was also appointed principal financial officer, replacing David Bergman in that role. Bergman will remain with the company as a senior advisor for a transition period. The change puts a new person in charge of the company's financial reporting, which matters to shareholders as a significant leadership change.
Reza Taleghani became Executive Vice President and Chief Financial Officer effective February 11, 2026
Taleghani replaces David Bergman as principal financial officer
David Bergman will stay with the company as a senior advisor for a transition period, length not stated
Under Armour reported third-quarter fiscal 2026 revenue of $1.33 billion, down 5% from a year earlier, and a GAAP net loss of $431 million, which included a $247 million non-cash tax valuation allowance. The company also widened its fiscal 2026 GAAP operating loss outlook to about $154 million, while raising its adjusted diluted EPS outlook to $0.10 to $0.11 from $0.03 to $0.05, a non-GAAP measure that excludes charges. For shareholders, the GAAP results and outlook weakened even as the adjusted figures improved.
Revenue was $1.33 billion, down 5% from $1.40 billion; North America fell 10% to $757 million.
GAAP net loss was $431 million, or $1.01 per diluted share, including a $247 million valuation allowance on U.S. federal deferred tax assets.
Adjusted diluted EPS was $0.09, excluding a $99 million litigation reserve expense tied to an insurance carrier dispute.
Fiscal 2026 GAAP operating loss is now expected to be about $154 million, compared with the prior outlook of a $56 million to $71 million loss.
Under Armour said Chief Product Officer Yassine Saidi will leave the role on February 2, 2026, and will serve as Special Advisor, Design and Expression through February 2027 under a consulting agreement. In the same announcement, Kara Trent was named Chief Merchandising Officer and Adam Peake was named President, Americas, both effective February 2.
Yassine Saidi, Chief Product Officer and a named executive officer, steps down February 2, 2026
Saidi's consulting agreement runs through February 2027 and he is expected to receive approximately $375,000 per quarter
Kara Trent named Chief Merchandising Officer; Adam Peake named President, Americas, effective February 2
Under Armour raised its fiscal 2025 restructuring plan by $95 million to up to $255 million of pre-tax charges to be incurred in fiscal 2025 and 2026, and announced the separation of Curry Brand. Its GAAP fiscal 2026 operating outlook moved from income of $19 million to $34 million to a loss of $56 million to $71 million, while its adjusted operating income outlook rose to $95 million to $110 million. For shareholders, the reported loss outlook reflects the restructuring charges, which the company excludes from its adjusted figures.
Restructuring plan increased by $95 million to up to $255 million, including up to $107 million in cash charges and up to $148 million in non-cash charges
As of September 30, 2025, the company had recognized approximately $147 million of restructuring and related charges ($82 million cash, $65 million non-cash)
GAAP fiscal 2026 operating outlook is a loss of $56 million to $71 million, versus prior income of $19 million to $34 million
Adjusted operating income outlook raised to $95 million to $110 million from $90 million to $105 million
Under Armour reported second quarter fiscal 2026 results for the quarter ended September 30, 2025, with revenue down 5% to $1.3 billion and a net loss of $19 million, compared with net income of $170 million a year earlier. The company also issued fiscal 2026 guidance calling for lower revenue and a GAAP loss per share, and named Reza Taleghani as its next chief financial officer, effective February 2026, succeeding David Bergman.
Revenue fell 5% to $1.3 billion; North American revenue declined 8% to $792 million.
Net loss was $19 million, or $0.04 per diluted share, versus net income of $170 million, or $0.39 per diluted share, a year earlier.
Fiscal 2026 outlook: revenue expected to decrease 4% to 5%, and GAAP diluted loss per share of $0.15 to $0.17.
Reza Taleghani joins in February 2026 as CFO with a $825,000 base salary; David Bergman steps down as CFO but remains a senior advisor into the first quarter of fiscal 2027.
Under Armour reported first quarter fiscal 2026 results for the quarter ended June 30, 2025. Revenue fell 4% to $1.1 billion, while GAAP net loss narrowed to $3 million from $305 million a year earlier, when results included a litigation reserve. The company expects second quarter revenue to decline 6% to 7% and a GAAP operating loss of up to $10 million, which matters to shareholders because it signals continued sales pressure and uncertainty from tariffs.
Revenue declined 4% to $1.1 billion; North America fell 5% to $670 million and footwear fell 14% to $266 million.
GAAP operating income was $3 million, compared with a loss of $300 million a year earlier; diluted loss per share was $0.01.
Second quarter outlook: revenue down 6% to 7%, GAAP operating loss of $10 million to breakeven, and diluted loss per share of $0.07 to $0.08.
Cash and cash equivalents totaled $911 million, including $400 million in senior notes raised in the quarter, to be used toward $600 million in notes due June 2026.
Under Armour closed a private offering of $400 million in 7.250% senior unsecured notes due July 15, 2030, on June 23, 2025, after pricing them on June 17. The company plans to use the proceeds, along with revolver borrowings and cash on hand, to retire its $600 million of 3.25% senior notes due 2026 within 60 days of closing, which replaces that debt with longer-dated debt at a higher stated rate.
Offering: $400 million aggregate principal of 7.250% Senior Notes due 2030, priced at par on June 17, 2025, and closed June 23, 2025
Use of proceeds: redeem, repurchase or retire the $600 million of 3.25% Senior Notes due 2026 in full, or fund a discharge, within 60 days of closing
Terms: interest paid semiannually on January 15 and July 15, starting January 15, 2026; optional redemption on or after July 15, 2027
On June 16, 2025, Under Armour amended its revolving credit agreement, keeping the $1.1 billion commitment and extending maturity to June 16, 2030 from December 3, 2028. The same day, it announced a proposed private offering of $400 million Senior Notes due 2030, with proceeds to retire its $600 million 3.25% Senior Notes due 2026, and the filing says the offering may not be completed on favorable terms or at all.
Revolving credit facility commitment remains $1,100.0 million; maturity extended from December 3, 2028 to June 16, 2030.
Proposed private offering of $400 million Senior Notes due 2030; interest rate and offering price are still to be negotiated with initial purchasers.
Proceeds, plus credit facility borrowings or cash on hand, intended to redeem, repurchase or repay all $600 million of 3.25% Senior Notes due 2026.
The company states there is no assurance the offering will be completed on favorable terms or at all.
Under Armour reported fourth-quarter fiscal 2025 revenue down 11% to $1.2 billion and a net loss of $67 million, compared with net income of $6.6 million a year earlier. For the full year, revenue fell 9% to $5.2 billion and the net loss was $201 million. The company expects first-quarter fiscal 2026 revenue to fall 4% to 5% and projects a diluted loss per share of $0.00 to $0.02, citing trade policy and tariff uncertainty.
Q4 net loss of $67 million, or $0.16 per diluted share, versus net income of $6.6 million, or $0.02 per diluted share, a year earlier
Full-year net loss of $201 million, or $0.47 per share; adjusted net income of $135 million, or $0.31 per share
Q1 fiscal 2026 outlook: revenue down 4% to 5%, operating income of $5 million to $15 million, diluted loss per share of $0.00 to $0.02
Repurchased $25 million of Class C stock in Q4; $90 million repurchased to date under a three-year, $500 million program
Under Armour added three new directors to its board effective April 15, 2025: Dawn N. Fitzpatrick, Eugene D. Smith and Robert J. Sweeney. The company expects to assign them to board committees effective May 1, 2025, and each will receive restricted stock units under the company's director compensation plan, which matters to shareholders as a change in board composition and director pay.
Fitzpatrick and Sweeney are expected to join the Audit Committee and the Finance and Capital Planning Committee; Smith is expected to join the Corporate Governance and Sustainability Committee and the Human Capital and Compensation Committe
Each new director receives an initial restricted stock unit award valued at $100,000 and a pro-rated annual award valued at $62,500, with a grant date of April 15, 2025.
Under Armour reported third-quarter fiscal 2025 revenue down 6% to $1.4 billion, with net income of $1 million compared with $111 million a year earlier. The company raised its adjusted diluted EPS outlook to $0.28 to $0.30 from $0.24 to $0.27, while still expecting revenue to fall about 10% for the year, which matters to shareholders because results and guidance point in different directions.
Q3 revenue fell 6% to $1.4 billion; North America fell 8% to $844 million.
Q3 GAAP net income was $1 million; adjusted net income was $35 million; adjusted diluted EPS was $0.08.
Fiscal 2025 adjusted diluted EPS outlook raised to $0.28 to $0.30 from $0.24 to $0.27; GAAP diluted loss per share expected at $0.48 to $0.50.
Restructuring plan range increased to $140 million to $160 million; company had $727 million in cash at quarter end.
Under Armour reported second-quarter fiscal 2025 results for the quarter ended September 30, 2024, with revenue down 11% to $1.4 billion and GAAP net income of $170 million, compared with $105 million a year earlier. The company raised its fiscal 2025 profit outlook, narrowing the expected operating loss to $176 million to $196 million from $220 million to $240 million, while also increasing marketing investment by about $25 million.
Net revenues fell 10.7% to $1,399 million; North America revenue decreased 12.9% to $863 million.
Diluted EPS was $0.39 on a GAAP basis and $0.30 adjusted, versus $0.23 GAAP a year earlier.
Fiscal 2025 operating loss outlook is $176 million to $196 million, versus the prior $220 million to $240 million.
Cash and cash equivalents totaled $531 million at quarter end, with no borrowings under the $1.1 billion revolving credit facility.
Under Armour expanded its fiscal 2025 restructuring plan by $70 million, to a total of approximately $140 million to $160 million in pre-tax charges across fiscal 2025 and 2026, largely tied to exiting a Rialto, California distribution facility by March 2026. The company also cut its fiscal 2025 GAAP outlook, with the expected operating loss widening to $220 million to $240 million and the expected diluted loss per share widening to $0.58 to $0.61, which matters to shareholders because the reported loss is larger.
Board approved a $70 million increase to the restructuring plan on September 5, 2024.
Charges include up to $75 million in cash-related costs and up to $85 million in non-cash charges.
Fiscal 2025 operating loss now expected at $220 million to $240 million, versus the prior $194 million to $214 million.
Fiscal 2025 diluted loss per share now expected at $0.58 to $0.61, versus the prior $0.53 to $0.56; adjusted diluted EPS is $0.19 to $0.22.
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