UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-40795
On Holding AG
(Exact name of registrant as specified in its
charter)
| Förrlibuckstrasse 190 |
| 8005 Zurich, Switzerland |
Tel:+41 44 225 1555
Fax:+41 44 225 1556
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
On March 25, 2026, On Holding AG (the “Company”) announced
certain changes to its organizational structure as described in the press release, included in Exhibit 99.1 hereto and incorporated herein
by reference.
The Company and the founder team party thereto has also entered into
Amendment No. 1 (the “Amendment”) to the Shareholders’ Agreement to facilitate the conversion
of the Class B shares held by Martin Hoffmann to Class A shares at the 2026 Annual General Meeting and provides for an orderly sale requirement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment,
a copy of which is attached hereto as Exhibit 99.2.
The press release included in Exhibit 99.1 and the Amendment
included in Exhibit 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements
on Form F-3 (Registration No. 333-291559) and Form S-8 (Registration Nos. 333-259533, 333-268853 and 333-293976) of On Holding AG and
to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed
or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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On Holding AG |
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By: |
/s/ David Allemann |
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Name: |
David Allemann |
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Title: |
Co-Founder and Executive Co-Chairman |
Date: March 25, 2026
EXHIBIT INDEX
| Exhibit Number |
Description |
| 99.1 |
Press release dated March 25, 2026 |
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| 99.2 |
Amendment No. 1 to the Shareholders’ Agreement by and among On Holding AG and the extended founder team of On Holding AG |
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Exhibit 99.1
PRESS RELEASE
March 25, 2026
On Co-Founders to Lead Next Chapter of Growth
as Co-CEOs
ZURICH, Switzerland – March 25, 2026 – On Holding AG
(NYSE: ONON) (“On”), the premium global sportswear brand, today announced an update to its organizational structure as the
company prepares to enter its next growth phase. Designed to even more closely connect founder-led strategic intent with execution, the
updated model ensures On remains agile and decisive while continuing to scale. To drive the next phase of global expansion, co-founders
David Allemann and Caspar Coppetti will serve as Co-CEOs. Scott Maguire is promoted to President & COO. Following a successful 13-year
tenure at On, Martin Hoffmann has chosen to step down as CEO.
On was founded on the principle of relentless innovation. Following
a record-breaking 2025 – where annual net sales surpassed CHF 3 billion and gross profit margins reached new heights – the
company is leaning forward from its strongest-ever position.
Looking ahead, the co-founders, Olivier Bernhard, David Allemann and
Caspar Coppetti, have jointly with CEO and CFO Martin Hoffmann and the Board of Directors developed a strategic roadmap to take the brand
to its next level of global scale. To stay ahead of the complexity that accompanies such growth – ensuring agile decision making
and protecting the entrepreneurial speed that has defined On since inception – the company will implement a leadership structure
that sustains close connectedness across the organization, unifying strategic intent, innovation, product, brand, and commercial execution.
Unifying Founders’ Strategic Intent With Operational Core
Effective May 1, 2026, David Allemann and Caspar Coppetti will assume
the roles of Co-CEOs, while continuing as Executive Co-Chairmen of the Board. This facilitates their operational roles and brings the
founders’ long-term stewardship into direct alignment with execution responsibility. Co-founder Olivier Bernhard will continue spearheading
key performance product initiatives and athlete engagement as an Executive Member of the Board.
"The best time to elevate your game is when you are already breaking
your own records," said David Allemann. "By unifying founder-led strategic intent with our operational core, we aim to move
faster, stay relentlessly focused on product heat, and continue pushing the boundaries of what a sportswear brand can be."
Martin Hoffmann to Step Down
With the strategic roadmap for continued growth in place, the four partners
collectively recognize that this is the right moment for Martin Hoffmann to step down. Following a transformative 13-year tenure as CFO
and five years as CEO, during which On evolved from a Swiss startup into a multi-billion dollar global leader, Martin has decided to take
a planned hiatus and pursue philanthropic interests. In seamless partnership with the co-founders, Martin engineered the financial framework
and strategic discipline and served as the essential link between On’s
founder-led vision and the operational scale that transformed the company to the force it is today. He will step down from his roles effective
May 1, 2026, will then ensure a smooth onboarding and transition to Frank Sluis, who joins as new CFO on May 1, 2026. Martin will then
remain an advisor through March 2027.
"It is difficult to put into words how impactful Martin has been,"
said Caspar Coppetti. "From our early days through a landmark IPO, his commitment to our culture and financial discipline has been
instrumental. It has been a privilege to work alongside him and we are deeply grateful for his partnership, his outstanding contribution
and the legacy he has built."
“It has been an absolute privilege to shape On and this amazing
team alongside the Founders for over a decade,” said Martin Hoffmann. “The timing to move on feels right. Over the past 12
months we have been highly engaged in defining the next growth horizon and leadership structure for On. This next chapter will be driven
by the talented and experienced leaders who I’ve worked closely with over many years. I’m deeply confident they’ll continue
to do incredible work in this new, unified structure, and I will continue to be a massive supporter and a shareholder of the brand going
forward.”
Scott Maguire Promoted to President & COO
As part of these changes to the leadership structure, On is promoting
Scott Maguire to President & COO, a role in which he will oversee the full value chain – from R&D and manufacturing to marketing,
global commercial operations, and technology. Scott, who brings a deep expertise in engineering and design, alongside over 20 years of
global leadership experience at premium brands, has been the architect of On’s innovation and operational backbone. Since joining
the company, he led the scale-up of the revolutionary LightSpray™ technology and the accelerated development of market-first Superfoam
innovations for the Cloudsurfer 3.
"Scott is a rare find, he truly gets what makes On special,"
said Olivier Bernhard. "As someone who has spent my life obsessing over product performance, I love how naturally he connects engineering
and design with execution. He is the perfect product-led operator to supercharge our engine as we scale globally."
“I am honored to work even more closely with our co-founders to
execute On’s strategy as one connected flywheel,” said Scott Maguire. “By aligning the organization tightly around the
product and consumer journey, we are creating the space to keep pushing boundaries and build a seamless global brand experience for our
growing community of fans. And, of course, to keep Dreaming On.”
Following his departure from an active role at On, Martin Hoffmann’s
Class B voting shares will initiate a sunset process and he will cease to be a party to the shareholders’ agreement between the
Company and the Partners following the Company’s 2026 Annual General Shareholders’ Meeting (AGM), scheduled for 28 May 2026.
100% of his Class B Shares (16,250,000) will be proposed for conversion into 1,625,000 Class A Ordinary Shares at the next AGM on 28 May
2026.
About On
On was born in the Swiss Alps in 2010 with
the mission to ignite the human spirit through movement – a mission that still guides the brand today. Sixteen years after market
launch, On delivers industry-disrupting innovation in premium footwear, apparel and accessories for high-performance running,
outdoor, training, all-day activities and tennis.
On’s award-winning CloudTec® and LightSpray™ innovation, purposeful design and groundbreaking strides within
the circular economy have attracted a fast-growing global fan base – inspiring humans to explore, discover and Dream On.
On is present in more than 90 countries globally
and engages with a digital community on www.on.com.
Forward-Looking Statements
This press release contains statements that may constitute “forward-looking”
statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Many of the forward-looking statements contained
in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “continue,”
“could,” “expect,” “estimate,” “forecast,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “target,” “will,” “would,”
and “should,” among others. Among other things, On’s quotations from management in this press releases and other written
materials, as well as On’s strategic and operational plans and outlook on future financial performance during 2026 and future periods,
contain forward-looking statements. On may also make written or oral forward-looking statements in its periodic reports to the SEC, in
its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors
or employees to third parties. Forward-looking statements appear in a number of places in this press release and include, but are not
limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s
beliefs and assumptions and on information currently available to our management.
Such statements are subject to risks and uncertainties, and actual results
may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited
to, those identified under the section titled “Risk Factors” in our Annual Report. These risks and uncertainties include factors
relating to: the strength of our brand and our ability to maintain our reputation and premium brand image; our ability and the ability
of our independent manufacturers and other suppliers to follow responsible business practices; our ability to implement our growth strategy;
the concentration of our business in a single, discretionary product category, namely footwear, apparel and accessories; our ability to
continue to innovate and meet consumer expectations; changes in consumer tastes and preferences including in products and sustainability,
and our ability to connect with our consumer base; our ability to open new stores at locations that will attract customers to our premium
products; our ability to compete and conduct our business in the future; health epidemics, pandemics and similar outbreaks; general economic,
political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the on-going Russia-Ukraine
or Israel-Hamas conflicts and on-going shipping disruptions in the Red Sea and surrounding waterways; the success of operating initiatives,
including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to successfully
develop, implement, and scale our LightSpray™ technology and products developed using this technology; our ability to strengthen
and grow our DTC channel; our ability to address climate related risks; our ability to execute and manage our sustainability strategy
and achieve our sustainability-related goals and targets, including sustainable product offerings and investor and customer scrutiny;
our thirdparty suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners
to implement our growth strategy; supply chain disruptions, inflation and increased costs in supplies, goods and transportation,
customs and duty expenses, and foreign exchange rates; the availability
of qualified personnel and the ability to retain such personnel, including our Extended Founder Team; our ability to accurately forecast
demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel;
changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our
intellectual property and defend against allegations of violations of third-party intellectual property by us; cybersecurity incidents
and other disruptions to our information technology ("IT") systems; increased hacking activity against the critical infrastructure
of any nation or organization that retaliates in conflicts, including against Russia for its invasion of Ukraine; our reliance on complex
IT systems; our ability to adopt and monitor generative artificial intelligence ("AI") technologies in our operations; changes
and contemplation of changes to trade policies, tariffs and import/export regulations in the United States and other jurisdictions; financial
accounting and tax matters; our ability to maintain effective internal control over financial reporting; the potential impact of, and
our compliance with, new and existing laws and regulations; other factors that may affect our financial condition, liquidity and results
of operations; and other risks and uncertainties set out in filings made from time to time with the SEC and available at www.sec.gov,
including, without limitation, our most recent reports on Form 20-F and Form 6-K. You are urged to consider these factors carefully in
evaluating the forward looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements,
which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the
date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances, except as may be required by law.
For investor and media inquiries
Investor Contact:
On Holding AG
Liv Radlinger
investorrelations@on.com
or
ICR, Inc.
Brendon Frey
brendon.frey@icrinc.com
Media Contact:
On Holding AG
Adib Sisani
press@on.com
Source: On
Category: Corporate
Exhibit 99.2
AMENDMENT NO. 1 TO SHAREHOLDERS' AGREEMENT
dated March 23, 2026
by and between
David Allemann
###
(hereinafter referred to as "DA")
and
Olivier Bernhard
###
(hereinafter referred to as "OB")
and
Caspar Coppetti
###
(hereinafter referred to as "CC")
and
Martin Hoffmann
###
(hereinafter referred to as "MH")
(DA, OB, CC, and MH together the "Parties" or the "Extended
Founder Team", and each a "Party" or a "Member of the Extended Founder Team")
and, for the limited purposes of Art. 6.5, Art. 7.6, and Art. 11.5 of
the Original Agreement (as defined below), and Articles 2 and 6 of this Amendment:
On Holding AG
Förrlibuckstrasse 190, 8005 Zurich
(hereinafter referred to as the "Company")
WHEREAS
(A) The parties hereto (together with Marc Maurer) entered into a Shareholders'
Agreement dated September 6, 2021 (the "Original Agreement") relating to the shares in the Company held by the parties
thereto;
(B) Marc Maurer ceased to be a party to the Original Agreement as of
May 2025;
(C) The Parties wish to grant Martin Hoffmann certain special sell-down
rights in recognition of his contributions to the Company; and
(D) The Company has agreed to be a party to this Amendment for the limited
purposes set forth herein.
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS
1.1. Capitalized terms used in this Amendment but not defined herein
shall have the meanings ascribed to them in the Original Agreement.
1.2. "Amendment Effective Date" shall mean the date
of this Amendment.
1.3. "MH Special Sell-Down Shares" shall mean all of
MH's Class B Shares held as of the Amendment Effective Date, being 16,250,000 Class B Shares.
2. MARTIN HOFFMANN SPECIAL SELL-DOWN RIGHTS
2.1. Grant of Rights. Notwithstanding Art. 7.5 of the Original
Agreement, MH shall have the right to convert all (but not less than all) MH Special Sell-Down Shares without offering such shares to
the other Parties pursuant to the right of first refusal set forth in Art. 7.5 of the Original Agreement, subject to strict compliance
with the conditions set forth in this Article 2.
2.2. Conversion. MH may, at any time prior to March 23, 2026
at 10.00am CET, through written notice to the Company, request all MH Special Sell-Down Shares be converted into Class A Shares at the
2026 AGM. The Parties undertake to vote in favor of such conversion at the 2026 AGM.
2.3. Listing. Following conversion of the MH Special Sell-Down
Shares into Class A Shares, the Company shall cause such Class A Shares to be listed on the NYSE in accordance with Art. 7.6 of the Original
Agreement. All direct, out-of-pocket costs reasonably incurred by the Company in connection with such listing shall be borne by the Company;
provided, however, that MH shall be responsible for his own legal, tax, and advisory fees.
2.4. Waiver of ROFR. Each Party hereby expressly and irrevocably
waives any right of first refusal under Art. 7.5 of the Original Agreement with respect to the MH Special Sell-Down Shares in relation
to MH's right to have the MH Special Sell-Down Shares converted into Class A Shares in accordance with this Article 2, it being understood
that (i) such waiver does not permit MH to sell the MH Special Sell-Down Shares without conversion and (ii) such waiver is
no longer valid if MH does not provide a written notice to the Company
until March 23, 2026, 10.00am Swiss time the latest in accordance with Article 2.2 above.
2.6. Orderly Sale Requirement. MH shall sell the converted Class
A Shares only through orderly market sales conducted in accordance with this Article 2.6 and the Company’s Insider Trading Policy.
MH shall not affect any single transaction, or series of related transactions within any five (5) Trading Day period, that represents
more than five percent (5%) of the average daily trading volume of the Company's Class A Shares during the preceding thirty (30) Trading
Days. This provision shall survive termination of the Original Agreement and this Amendment for a period of 18 months from the date of
this Amendment.
2.7. Compliance with Law. MH shall comply with all applicable
securities laws, stock exchange regulations, and Company policies in connection with any conversion or sale pursuant to this Article 2.
MH shall indemnify and hold harmless the Company and its directors, officers, and employees from any losses, claims, damages, or expenses
arising from MH's breach of this Article 2.7.
2.8. Continuation of Original Agreement. The Parties acknowledge
and agree that the Original Agreement shall continue to be in force (without giving effect to the amendments set forth in this Amendment)
among the Parties (including MH) in case MH does not provide a written notice to the Company until March 23, 2026, 10.00 CET the latest
in accordance with Article 2.2 above. If MH does provide a written notice to the Company until March 23, 2026, 10.00 CET the latest in
accordance with Article 2.2 above and the MH Special Sell-Down Shares are converted into Class A Shares, the Original Agreement is terminated
with respect to MH (it being understood that MH shall be bound by those provisions that are stated to survive the termination as set out
in the Original Agreement or this Amendment, respectively), but not with respect to the other Parties for which the Original Agreement
shall continue to be in force as amended by this Amendment.
2.9 Waiver of Non-Compete/Non-Solicitation Obligations. MH is
irrevocably released from, and shall have no further obligations under, the provisions set out in Article 11.2 to the Original Agreement.
3. GENERAL PROVISIONS
3.1. Limited Amendment. Except as expressly amended hereby, the
Original Agreement shall remain in full force and effect and is hereby ratified and confirmed.
3.2. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
3.3. Governing Law. This Amendment shall be governed by and construed
in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles.
3.4. Dispute Resolution. Any dispute arising out of or in connection
with this Amendment shall be resolved in accordance with Art. 12 of the Original Agreement.
3.5. Company as Party. The Company is a party to this Amendment
for the limited purposes of Art. 6.5, Art. 7.6, and Art. 11.5 of the Original Agreement, and Articles 2 and 3 of this Amendment. The Company
shall have the right to enforce the provisions of this Amendment that are stated to be for its benefit.
3.6. No Third-Party Beneficiaries. Except as expressly provided
herein or in the Original Agreement, this Amendment does not confer any rights or benefits on any Person other than the parties hereto.
3.7. Interpretation. In the event of any conflict between this
Amendment and the Original Agreement, this Amendment shall prevail.
***
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
| DAVID ALLEMANN |
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| /s/ David Allemann |
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| OLIVIER BERNHARD |
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| /s/ Olivier Bernhard |
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| CASPAR COPPETTI |
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| /s/ Caspar Coppetti |
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| MARTIN HOFFMANN |
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| /s/ Martin Hoffmann |
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| ON HOLDING AG |
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| (for limited purposes as stated in Article 3.5) |
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| By: |
/s/ David Allemann |
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| Name: |
David Allemann |
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| Title: |
Co-Founder |
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| By: |
/s/ Caspar Coppetti |
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| Name: |
Caspar Coppetti |
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| Title: |
Co-Founder |
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