|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Under Armour, Inc. (Name of Issuer) |
Class A Common Stock ("Class A Shares") (Title of Class of Securities) |
904311107 (CUSIP Number) |
Sean J. Skiffington
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
647.280.5756
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
647.280.5756
Ryan E. Robski
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
416.302.1391
Allen Overy Shearman Sterling US LLP, Commerce Court West, 199 Bay Street
Toronto, A6, M5L 1E8
416.302.1391
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/13/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
V. PREM WATSA | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,300,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
THE SECOND 810 HOLDCO LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,300,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
THE SECOND 1109 HOLDCO LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,300,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
THE SIXTY TWO INVESTMENT COMPANY LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,300,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
FAIRFAX FINANCIAL HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
45,300,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
FFHL GROUP LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,077,356.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
FAIRFAX (BARBADOS) INTERNATIONAL CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BARBADOS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,950.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
WENTWORTH INSURANCE COMPANY LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BARBADOS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,950.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
FAIRFAX (US) INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,098,326.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ODYSSEY GROUP HOLDINGS, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,280,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ODYSSEY REINSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,280,564.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
HUDSON INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
265,190.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
HUDSON EXCESS INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
167,670.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ZENITH NATIONAL INSURANCE CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,440.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ZENITH INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,440.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
CRUM & FORSTER HOLDINGS CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,742,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
UNITED STATES FIRE INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,742,322.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
THE NORTH RIVER INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,862,016.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
FAIRFAX UK HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,918,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
BRIT GROUP HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,918,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
BRIT INSURANCE HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,918,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
BRIT REINSURANCE (BERMUDA) LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,918,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
1102952 B.C. UNLIMITED LIABILITY COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,223,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,223,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,223,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE COMPANY, LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,223,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,408,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,408,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW HAMPSHIRE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,408,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
AW UNDERWRITERS INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
624,950.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP Number(s): | 904311107 |
| 1 |
Name of reporting person
ALLIED WORLD SPECIALTY INSURANCE COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
624,950.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock ("Class A Shares") | |
| (b) | Name of Issuer:
Under Armour, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
101 PERFORMANCE DRIVE, BALTIMORE,
MARYLAND
, 21230. | |
Item 1 Comment:
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), this Amendment No. 1 to Schedule 13D (this
"Amendment") amends the statement on Schedule 13D filed with the United States
Securities and Exchange Commission (the "SEC") on January 1, 2026 (as amended and
supplemented prior to the date hereof, the "Original Schedule 13D" and, as amended and
supplemented by this Amendment, the "Schedule 13D") by Fairfax Financial Holdings
Limited and certain of its affiliates relating to the class A common stock ("Shares"), of
Under Armour, Inc. ("Under Armour").
The following amendments to Items 2, 5 and 7 of the Original Schedule 13D are
hereby made: | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(i) V. PREM WATSA
(ii) THE SECOND 810 HOLDCO LTD.
(iii) THE SECOND 1109 HOLDCO LTD.
(iv) THE SIXTY TWO INVESTMENT COMPANY LIMITED
(v) FAIRFAX FINANCIAL HOLDINGS LIMITED
(vi) FFHL GROUP LTD.
(vii) FAIRFAX (BARBADOS) INTERNATIONAL CORP.
(viii) WENTWORTH INSURANCE COMPANY LTD.
(ix) FAIRFAX (US) INC.
(x) ODYSSEY GROUP HOLDINGS, INC.
(xi) ODYSSEY REINSURANCE COMPANY
(xii) HUDSON INSURANCE COMPANY
(xiii) HUDSON EXCESS INSURANCE COMPANY
(xiv) ZENITH NATIONAL INSURANCE CORP.
(xv) ZENITH INSURANCE COMPANY
(xvi) CRUM & FORSTER HOLDINGS CORP.
(xvii) UNITED STATES FIRE INSURANCE COMPANY
(xviii) THE NORTH RIVER INSURANCE COMPANY
(xix) FAIRFAX UK HOLDINGS LIMITED
(xx) BRIT GROUP HOLDINGS LIMITED
(xxi) BRIT INSURANCE HOLDINGS LIMITED
(xxii) BRIT REINSURANCE (BERMUDA) LIMITED
(xxiii) 1102952 B.C. UNLIMITED LIABILITY COMPANY
(xxiv) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
(xxv) ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
(xxvi) ALLIED WORLD ASSURANCE COMPANY, LTD
(xxvii) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
(xxviii) ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
(xxix) ALLIED WORLD INSURANCE COMPANY
(xxx) AW UNDERWRITERS INC.
(xxxi) ALLIED WORLD SPECIALTY INSURANCE COMPANY | |
| (b) | (i) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(ii) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(iii) 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada M5J 2N7
(iv) 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada
V6C 3L2
(v) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(vi) 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7
(vii) #12 Pine Commercial Centre, The Pine, St. Michael, BB11103, Barbados
(viii) #12 Pine Commercial Centre, The Pine, St. Michael, BB11103, Barbados
(ix) 401 East Corporate Drive, Suite 200, Lewisville, Texas, 75057, USA
(x) 300 First Stamford Place, Stamford, Connecticut, USA 06902
(xi) 300 First Stamford Place, Stamford, Connecticut, USA 06902
(xii) Corporation Trust Company, 1209 Orange Street, Corporate Trust Center,
Wilmington, County of New Castle, Delaware, 19801, USA
(xiii) Corporation Trust Company, 1209 Orange Street, Corporate Trust Center, Wilmington,
County of New Castle, Delaware, 19801, USA
(xiv) 21255 Califa Street, Woodland Hills, California, 91367-5021, USA
(xv) 21255 Califa Street, Woodland Hills, California, 91367-5021, USA
(xvi) Corporation Trust Company, 1209 Orange Street, Corporate Trust Center, Wilmington,
County of New Castle, Delaware, 19801, USA
(xvii) Corporation Trust Company, 1209 Orange Street, Corporate Trust Center,
Wilmington, County of New Castle, Delaware, 19801, USA
(xviii) 305 Madison Avenue, Morristown, New Jersey, USA, 07962
(xix) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V
4AB
(xx) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V
4AB
(xxi) The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V
4AB
(xxii) Clarendon House, 2 Church Street, Hamilton, Bermuda HM 11
(xxiii) 1600 - 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada
(xxiv) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxv) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxvi) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxvii) 27 Richmond Road, Pembroke, Bermuda HM 08
(xxviii) Corporation Trust Company, 1209 Orange Street, Corporate Trust Center,
Wilmington, County of New Castle, Delaware, 19801, USA
(xxix) 10 Ferry Street, Suite 313, Concord, New Hampshire, 03301, USA
(xxx) Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808,
USA
(xxxi) Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808,
USA | |
| (c) | For each of the Reporting Persons, a full response to Item 2(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted is set forth in Exhibit 99.4 hereto. | |
| (d) | (i) No
(ii) No
(iii) No
(iv) No
(v) No
(vi) No
(vii) No
(viii) No
(ix) No
(x) No
(xi) No
(xii) No
(xiii) No
(xiv) No
(xv) No
(xvi) No
(xvii) No
(xviii) No
(xix) No
(xx) No
(xxi) No
(xxii) No
(xxiii) No
(xxiv) No
(xxv) No
(xxvi) No
(xxvii) No
(xxviii) No
(xxix) No
(xxx) No
(xxxi) No | |
| (e) | (i) No
(ii) No
(iii) No
(iv) No
(v) No
(vi) No
(vii) No
(viii) No
(ix) No
(x) No
(xi) No
(xii) No
(xiii) No
(xiv) No
(xv) No
(xvi) No
(xvii) No
(xviii) No
(xix) No
(xx) No
(xxi) No
(xxii) No
(xxiii) No
(xxiv) No
(xxv) No
(xxvi) No
(xxvii) No
(xxviii) No
(xxix) No
(xxx) No
(xxxi) No | |
| (f) | (i) CANADA
(ii) CANADA
(iii) CANADA
(iv) BRITISH COLUMBIA
(v) CANADA
(vi) CANADA
(vii) BARBADOS
(viii) BARBADOS
(ix) DELAWARE
(x) DELAWARE
(xi) CONNECTICUT
(xii) DELAWARE
(xiii) DELAWARE
(xiv) DELAWARE
(xv) CALIFORNIA
(xvi) DELAWARE
(xvii) DELAWARE
(xviii) NEW JERSEY
(xix) UNITED KINGDOM
(xx) UNITED KINGDOM
(xxi) UNITED KINGDOM
(xxii) BERMUDA
(xxiii) BRITISH COLUMBIA
(xxiv) BERMUDA
(xxv) BERMUDA
(xxvi) BERMUDA
(xxvii) BERMUDA
(xxviii) DELAWARE
(xxix) NEW HAMPSHIRE
(xxx) DELAWARE
(xxxi) DELAWARE | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Based on the most recent information available, the aggregate number and percentage of Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
The percentage of Class A Shares beneficially owned by each of the Reporting Persons was calculated based on 188,834,386 Class A Shares outstanding as of January 31, 2026, as reported by Under Armour, Inc. | |
| (b) | The numbers of Class A Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
To the best knowledge of the Reporting Persons, the persons listed in Exhibit 99.5 hereto beneficially own the amounts of Class A Shares listed therein and have sole voting power and sole dispositive power with respect to such Class A Shares. | |
| (c) | Except as described in Exhibit 99.6, to the best knowledge of the Reporting Persons, none of the persons listed in Exhibit 99.4 hereto beneficially owns, or has acquired or disposed of, any Class A Shares during the last 60 days. | |
| (d) | No 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 Class A Shares held by the Reporting Persons other than each of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.4 Directors and Executive Officers of the Reporting Persons
Exhibit 99.5 Beneficial Ownership by Directors and Executive Officers of the Reporting Persons
Exhibit 99.6 Transactions in the Class A Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days
Exhibit 99.7 Joint Filing Agreement dated as of May 15, 2026 among the Reporting Persons | ||
| 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, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020).
Power of attorney, dated June 14, 2021 (incorporated by reference to Exhibit 5 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021). |