FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Plank Kevin A
  2. Issuer Name and Ticker or Trading Symbol
Under Armour, Inc. [UA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
1020 HULL STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2024
(Street)

BALTIMORE, MD 21230
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class C Common Stock 06/03/2024   A   2,123,894 (1) A $ 0 2,412,824 D  
Class C Common Stock (2)               625,204 I KDP Holdings I LLC
Class C Common Stock               11,250,000 I KDP Holdings III LLC
Class C Common Stock               3,107,880 I Plank Family Trust
Class C Common Stock               719,722 I KD Plank LLC
Class C Common Stock               1,046,123 I KD Plank #2 LLC
Class B Common Stock               24,260,624 I KDP Holdings I LLC
Class B Common Stock               5,250,000 I KDP Holdings II LLC
Class B Common Stock               3,135,976 I Plank Family Trust
Class B Common Stock               739,650 I KD Plank LLC
Class B Common Stock               1,063,750 I KD Plank #2 LLC
Class A Common Stock               181,608 I KDP Holdings I LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Plank Kevin A
1020 HULL STREET
BALTIMORE, MD 21230
  X   X   President and CEO  

Signatures

 /s/ Mehri F. Shadman, Attorney-in-Fact for Kevin A. Plank   06/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 2,000,000 restricted stock units subject to both performance and time vesting conditions. The performance vesting condition requires, prior to March 31, 2028, the passing of 60 consecutive trading days on the New York Stock Exchange on which the average of the closing trading price of the Company's Class C Common Stock equals or exceeds $13.00. If the performance vesting condition is satisfied prior to March 31, 2028, the restricted stock units are subject to time vesting. If the performance vesting condition is not satisfied prior to March 31, 2028, the 2,000,000 restricted stock units will be forfeited.
(2) Includes 73,297 shares of Class C Common Stock previously held directly, which were transferred to KDP Holdings I LLC on May 22, 2024 and are now owned indirectly.

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