Morgan Stanley discloses 6.5% passive stake in On Holding (ONON)

Rhea-AI Filing Summary

Morgan Stanley has filed a Schedule 13G reporting a passive ownership stake in On Holding AG’s Class A ordinary shares as of December 31, 2025. Morgan Stanley reports beneficial ownership of 19,166,610 shares, representing 6.5% of the class, with no sole voting or dispositive power.

All voting and dispositive authority is reported as shared, reflecting holdings across certain Morgan Stanley reporting units and its investment management subsidiary. The filing expressly states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of On Holding.

Insights

Equity ownership and disclosure analyst

Morgan Stanley discloses a passive 6.5% stake in On Holding.

Morgan Stanley and Morgan Stanley Investment Management Inc. report beneficial ownership of 19,166,610 On Holding Class A shares, or 6.5% of the class, as of December 31, 2025. All voting and dispositive power over these shares is reported as shared, with no sole authority.

The Schedule 13G filing indicates the position is held in the ordinary course of business and not with the purpose or effect of changing or influencing control of On Holding AG. This is a standard passive ownership disclosure by a large financial institution and does not, by itself, signal any activist intention.

The filing also notes that it covers securities held by specified Morgan Stanley reporting units, and excludes other units that are disaggregated under SEC guidance. Future beneficial ownership reports could adjust the reported percentage if Morgan Stanley’s holdings or On Holding’s share count change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

On Holding AG

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

H5919C104

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. H5919C104

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 18,120,980.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,166,610.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,166,610.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.5 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. H5919C104

1

Names of Reporting Persons

Morgan Stanley Investment Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 17,838,580.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 18,876,026.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,876,026.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.4 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: On Holding AG
(b)	Address of issuer's principal executive offices: FORRLIBUCKSTRASSE 190, 8005 ZURICH, V8, 00000
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Investment Management Inc.
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Class A Ordinary Shares
(e)	CUSIP No.: H5919C104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 6.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Chris O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	02/12/2026

Morgan Stanley Investment Management Inc.

Signature:	Deidre A. Downes
Name/Title:	Authorized Signatory, Morgan Stanley Investment Management Inc.
Date:	02/12/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

What stake does Morgan Stanley report in On Holding (ONON)?

Morgan Stanley reports beneficial ownership of 19,166,610 On Holding Class A shares, equal to 6.5% of the class. This stake is disclosed on a passive Schedule 13G, indicating a sizable but non‑control‑seeking institutional position.

Is Morgan Stanley’s holding in On Holding (ONON) passive or activist?

The filing states the shares are held in the ordinary course of business and not to change or influence control. This language characterizes Morgan Stanley’s 6.5% position in On Holding as a passive investment, rather than an activist or control‑oriented stake.

How many On Holding (ONON) shares does Morgan Stanley Investment Management hold?

Morgan Stanley Investment Management Inc. reports beneficial ownership of 18,876,026 Class A shares of On Holding. Voting and dispositive power over these shares is described as shared, reflecting its role as an investment adviser within the broader Morgan Stanley group.

What voting power does Morgan Stanley have over On Holding (ONON) shares?

Morgan Stanley reports 0 shares with sole voting power and 18,120,980 shares with shared voting power. This means decisions on voting those On Holding shares are made jointly within the Morgan Stanley reporting units, rather than by a single controlling entity.

Why did Morgan Stanley file a Schedule 13G for On Holding (ONON)?

Morgan Stanley crossed the 5% beneficial ownership threshold in On Holding Class A shares, requiring disclosure. It chose Schedule 13G, used by eligible investors for passive ownership, and certified the holdings are not intended to influence or change control of the company.