Form SCHEDULE 13G Under Armour, Inc. Filed by: Frasers Group plc
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Under Armour, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
09/24/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Frasers Group plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,576,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
MASH Beta Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,576,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
MASH Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,576,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
MASH Holdings Topco Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,576,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Ashley | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,576,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Under Armour, Inc. | |
| (b) | Address of issuer's principal executive offices:
101 PERFORMANCE DRIVE, BALTIMORE, MARYLAND, 21230. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed jointly by the following persons (collectively, the "Reporting Persons"):
(i) Frasers Group plc
(ii) MASH Beta Limited
(iii) MASH Holdings Limited
(iv) MASH Holdings Topco Limited
(v) Michael Ashley
The Reporting Persons have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, amended. The Joint Filing Agreement of the Reporting Persons is attached hereto as Exhibit A. | |
| (b) | Address or principal business office or, if none, residence:
(i) Frasers Group plc, Unit A, Brook Park East, Shirebrook, NG20 8RY
(ii) MASH Beta Limited, Grenville Court, Britwell Road, Burnham, Buckinghamshire, SL1 8DF
(iii) MASH Holdings Limited, Grenville Court, Britwell Road, Burnham, Buckinghamshire, SL1 8DF
(iv) MASH Holdings Topco Limited, Grenville Court, Britwell Road, Burnham, Buckinghamshire, SL1 8DF
(v) Michael Ashley, Grenville Court, Britwell Road, Burnham, Buckinghamshire, SL1 8DF
| |
| (c) | Citizenship:
(i) Frasers Group plc: England
(ii) MASH Beta Limited: England
(iii) MASH Holdings Limited: England
(iv) MASH Holdings Topco Limited: England
(v) Michael Ashley: United Kingdom
| |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date of this filing, Frasers Group plc directly holds 16,576,500 shares of Class A Common Stock of Under Armour, Inc. (?Class A Shares?). The Class A Shares are beneficially owned by each of the Reporting Persons are set forth in rows 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference. Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by any of the Reporting Persons that such person is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (b) | Percent of class:
The percentage of Class A Shares that are beneficially owned by each of the Reporting Persons are set forth in rows 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
Specifically, such amount is approximately 8.78% of the outstanding shares of Class A Common Stock, based on 188,839,506 shares of Class A Common Stock outstanding as reported in the Issuer?s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission.
%
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The number of Class A Shares as to which each of the Reporting Persons has sole voting power is set forth in row 5 on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.
| ||
| (ii) Shared power to vote or to direct the vote:
The number of Class A Shares as to which each of the Reporting Persons has shared voting power is set forth in row 6 on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The number of Class A Shares as to which each of the Reporting Persons has sole dispositive power is set forth in row 7 on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The number of Class A Shares as to which each of the Reporting Persons has shared dispositive power is set forth in row 8 on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The shares of Class A Common Stock of the Issuer reported in this Schedule 13G are beneficially owned directly by Frasers Group plc.
MASH Beta Limited is deemed to beneficially own the shares of Class A Common Stock reported herein by virtue of its 68.20% ownership interest in Frasers Group plc, which constitutes a controlling interest.
MASH Holdings Limited is deemed to beneficially own the shares of Class A Common Stock reported herein by virtue of its control of MASH Beta Limited. MASH Holdings Limited holds 74% of the issued share capital of MASH Beta Limited directly, and an additional 26% of the issued share capital of MASH Beta Limited indirectly through MASH Alpha Limited, a wholly owned subsidiary of MASH Holdings Limited. Accordingly, MASH Holdings Limited controls 100% of MASH Beta Limited.
MASH Holdings Topco Limited is deemed to beneficially own the shares of Class A Common Stock reported herein by virtue of its 100% ownership of MASH Holdings Limited.
Michael Ashley is deemed to beneficially own the shares of Class A Common Stock reported herein by virtue of his 100% ownership of MASH Holdings Topco Limited.
The filing of this Schedule 13G shall not be construed as an admission that any of MASH Beta Limited, MASH Holdings Limited, MASH Holdings Topco Limited, or Mike Michael Ashley is the beneficial owner of the shares of Class A Common Stock reported herein, except to the extent of their respective pecuniary interest therein.
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Frasers Group plc, a public limited company incorporated in England, is the subsidiary that directly acquired and holds the shares of Class A Common Stock of the Issuer reported herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B, Identity of Group Members.
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Power of Attorney, Joint Filing Agreement, and Identity of Group Members are attached and incorporated by reference.
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