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Stock Based Compensation | 9 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION 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 of December 31, 2024, 8.3 million Class A shares and 28.3 million Class C shares are available for future grants of awards under the 2005 Plan. Awards Granted to Employees and Non-Employee Directors Total stock-based compensation expense associated with awards granted to employees and non-employee directors for the three and nine months ended December 31, 2024 was $10.7 million and $36.2 million, respectively (three and nine months ended December 31, 2023: $8.3 million and $28.6 million, respectively). As of December 31, 2024, the Company had $62.4 million of unrecognized compensation expense related to these awards expected to be recognized over a weighted average period of 2.09 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 December 31, 2024. Refer to "Stock Options" and "Restricted Stock and Restricted Stock Unit Awards" below for further information on these awards. A summary of each of these plans is as follows: Employee Stock Compensation Plan 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. Non-Employee Director Compensation 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 1.0 million deferred stock units outstanding as of December 31, 2024. Employee Stock Purchase Plan 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 December 31, 2024, 2.7 million Class A shares and 2.3 million Class C shares are available for future purchases under the ESPPs. During the three and nine months ended December 31, 2024, 0.1 million and 0.3 million Class C shares, respectively, were purchased under the ESPPs (three and nine months ended December 31, 2023: 0.1 million and 0.4 million, respectively). Awards granted to Certain Marketing and Other Partners 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 of our 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 the three and nine months ended December 31, 2024 was $1.9 million and $5.6 million, respectively (three and nine months ended December 31, 2023: $2.2 million and $7.0 million, respectively). As of December 31, 2024, the Company had $65.8 million of unrecognized compensation expense associated with these awards expected to be recognized over a weighted average period of 9.63 years. Summary by Award Classification: Stock Options A summary of the Company's stock options activity for the nine months ended December 31, 2024 is presented below:
| Number of Stock Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Total Intrinsic Value
Outstanding at March 31, 2024 | 1,578 |  |  | $ | 19.44 |  |  | 3.82 |  | $ | — |
Granted, at fair market value | — |  |  | — |  |  | — |  |  | — |
Exercised | — |  |  | — |  |  | — |  |  | — |
Forfeited | — |  |  | — |  |  | — |  |  | — |
Outstanding at December 31, 2024 | 1,578 |  |  | $ | 19.44 |  |  | 3.07 |  | $ | — |
Exercisable at December 31, 2024 | 1,578 |  |  | $ | 19.44 |  |  | 3.07 |  | $ | — |
Restricted Stock and Restricted Stock Unit Awards A summary of the Company's restricted stock and restricted stock unit awards activity for the nine months ended December 31, 2024 is presented below:
| Number of Restricted Shares |  | Weighted Average Grant Date Fair Value
Outstanding at March 31, 2024 | 20,776 |  |  | $ | 8.58 |
Granted | 9,185 |  |  | 6.33 |
Forfeited | (3,186) |  |  | 7.54 |
Vested | (3,805) |  |  | 9.32 |
Outstanding at December 31, 2024 | 22,970 |  |  | $ | 7.72 |
The awards outstanding at December 31, 2024 in the table above includes 2.3 million of performance-based restricted stock units with financial performance conditions that were awarded to certain executives and key employees under the 2005 Plan. The performance-based restricted stock units with financial performance conditions awarded during Fiscal 2025, Fiscal 2024 and Fiscal 2023 have a weighted average fair value of $6.85, $6.93 and $9.13, respectively, and have vesting that is tied to the achievement of certain annual revenue and operating income targets. As of December 31, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units granted during Fiscal 2024 and Fiscal 2023 to be improbable and as such no stock-based compensation expense was recorded during the three and nine months ended December 31, 2024. As of December 31, 2024, the Company deemed the achievement of the targets for the performance-based restricted stock units awarded during the Fiscal 2025 to be probable and recorded stock-based compensation expense of $1.0 million and $2.3 million, for the three and nine months ended December 31, 2024, respectively. 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. The awards outstanding at December 31, 2024 in the table above also include 2.0 million of performance-based restricted stock unit awards with market performance conditions that were awarded to the Company's President and CEO under the 2005 plan during Fiscal 2025. The performance-based restricted stock units with market conditions 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. The Company recorded $0.5 million and $1.2 million of compensation expense related to these awards during the three and nine months ended December 31, 2024, respectively.

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