Every material Form 8-K Under Armour (Class A) filed with the SEC in 2025, 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Under Armour (Class A) filing is on SEC EDGAR ↗. 8-K briefs of other companies →