On Holding (NYSE: ONON) shifts CEO options into Class A share awards

Rhea-AI Filing Summary

On Holding AG CEO Martin Hoffmann reported an internal restructuring of stock options rather than a buy or sell of shares. Effective March 24, 2026, 1,051,966 and 2,110,534 options to purchase Class B ordinary shares were converted, by board resolution, into 105,197 and 211,053 options to purchase Class A ordinary shares, respectively. The conversion reflects a 10-to-1 ratio from Class B into Class A, with the exercise price adjusted from 0.773 to 7.73 per share while other terms remained unchanged. These options were granted under the company’s 2020 Long Term Incentive Plan, are fully vested and exercisable, and may be exercised until the seventh anniversary of their grant dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hoffmann Martin

(Last) (First) (Middle)

C/O ON HOLDING AG

FORRLIBUCKSTRASSE 190

(Street)

ZURICH 8005

(City) (State) (Zip)

SWITZERLAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
On Holding AG [ ONON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (Right to Buy)	$0.773	03/24/2026		J(1)			1,051,966	12/06/2022(2)	12/06/2029	Class B Shares(3)	1,051,966	(1)	0	D
Non-Qualified Stock Option (Right to Buy)	$0.773	03/24/2026		J(4)			2,110,534	11/29/2021(2)	11/29/2028	Class B Shares(3)	2,110,534	(4)	0	D
Non-Qualified Stock Option (Right to Buy)	$7.73	03/24/2026		J(1)		105,197		12/06/2022(2)	12/06/2029	Class A Shares	105,197	(1)	105,197	D
Non-Qualified Stock Option (Right to Buy)	$7.73	03/24/2026		J(4)		211,053		11/29/2021(2)	11/29/2028	Class A Shares	211,053	(4)	211,053	D

Explanation of Responses:

1. Effective as of March 24, 2026, 1,051,966 options to purchase Class B ordinary shares held by the Reporting Person were converted based on a board resolution into 105,197 options to purchase Class A ordinary shares. In connection with the conversion, the exercise price was adjusted from 0.773 to 7.73 per share. Except for the change in the class and number of underlying securities and the corresponding exercise price adjustment, the terms of such options remained unchanged.

2. Stock Option granted under the Issuer's Long Term Incentive Plan 2020 (the "LTIP 2020"). All options granted under the LTIP 2020 met their full vesting requirements in connection with the Issuer's initial public offering in September 2021, which constituted an exit event. Outstanding awards under the LTIP 2020 are fully vested and exercisable. Vested options may be exercised until the seventh anniversary of the contractual granting date.

3. The Class B Shares are subject to transfer restrictions and rights of first refusal in favor of the other members of the Issuer's extended founder team pursuant to a shareholders' agreement. Upon the occurrence of certain individual or general sunset events specified in the shareholders' agreement, the Class B Shares are subject to mandatory conversion into Class A Shares within a specified timeframe. Conversion of Class B Shares into Class A Shares results in ten (10) Class B Shares being converted into one (1) Class A Share

4. Effective as of March 24, 2026, 2,110,534 options to purchase Class B ordinary shares held by the Reporting Person were converted based on a board resolution into 211,053 options to purchase Class A ordinary shares. In connection with the conversion, the exercise price was adjusted from 0.773 to 7.73 per share. Except for the change in the class and number of underlying securities and the corresponding exercise price adjustment, the terms of such options remained unchanged.

	/s/ Zlatina Iliev, Attorney-in-Fact	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did On Holding (ONON) CEO Martin Hoffmann report?

Martin Hoffmann reported a restructuring of stock options, not a share sale or purchase. Large blocks of options on Class B shares were converted into smaller amounts of options on Class A shares, with exercise prices adjusted but all other option terms remaining the same.

How many On Holding (ONON) options were converted from Class B to Class A?

The filing shows 1,051,966 and 2,110,534 options to purchase Class B shares converted into 105,197 and 211,053 options to purchase Class A shares. This reflects a 10-to-1 conversion ratio between Class B and Class A shares defined in the company’s shareholder arrangements.

Did the On Holding (ONON) CEO exercise or sell any shares in this Form 4?

The Form 4 does not report any share purchases or sales. It records “other” transactions where existing stock options were converted from being tied to Class B shares to being tied to Class A shares, with no change to vesting or overall economic terms.

How did the option exercise price change in the On Holding (ONON) CEO transaction?

When options were converted from Class B to Class A shares, the exercise price was adjusted from 0.773 to 7.73 per share. This adjustment aligns with the 10-to-1 share conversion ratio, keeping the overall economic value of the option awards consistent after the restructuring.

What plan governs the On Holding (ONON) CEO’s options mentioned in this filing?

The options were granted under On Holding’s Long Term Incentive Plan 2020. All awards under this plan fully vested upon the company’s initial public offering in September 2021, and vested options remain exercisable until the seventh anniversary of their original grant dates.

What are the key terms of On Holding (ONON) Class B shares relevant to this Form 4?

Class B shares are subject to transfer restrictions and rights of first refusal in favor of extended founder team members. Upon certain sunset events, they must convert into Class A shares at a 10-to-1 ratio, which is consistent with the option conversion mechanics disclosed here.