SCHEDULE 13G/A: On Holding AG Founders and Executives Maintain Significant Stake, Disclose Internal Share Exchange Agreement

A recent SEC filing reveals that a group of On Holding AG's founders and executives collectively beneficially own approximately 14.9% to 15.0% of the company's Class A ordinary shares, while also disclosing an uncompleted internal share exchange.

Summary

• The filing is an Amendment No. 4 to Schedule 13G for On Holding AG, filed by a group of five reporting persons: David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann, and Marc Maurer.
• As of March 31, 2025, the group collectively beneficially owns between 48,679,762 and 48,981,870 Class A ordinary shares, representing approximately 14.9% to 15.0% of the total outstanding Class A ordinary shares.
• This beneficial ownership includes both Class A ordinary shares held directly by each reporting person and Class A ordinary shares issuable upon conversion of their Class B voting rights shares.
• Each ten Class B voting rights shares are convertible into one Class A ordinary share upon approval at a general meeting of shareholders.
• The reporting persons have shared voting and dispositive power over the 34,860,000 Class A ordinary shares issuable upon conversion of the Class B voting rights shares held by the group, as per a Shareholders' Agreement dated September 6, 2021.
• The Shareholders' Agreement outlines arrangements for the group to vote together on matters at shareholder meetings and to elect board members, effectively forming a "group" under Section 13(d) of the Exchange Act.
• An Exchange Agreement was entered into on March 31, 2025, between Marc Maurer, David Allemann, Olivier Bernhard, and Caspar Coppetti. Under this agreement, Marc Maurer would exchange 5,729,180 Class B voting rights shares for 193,750 Class A shares from David Allemann, 189,584 Class A shares from Olivier Bernhard, and 189,584 Class A shares from Caspar Coppetti.
• This Exchange Agreement has not yet been completed, and the contemplated share exchange is not reflected in the current ownership figures reported in this Schedule 13G.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and related agreements, providing neutral information without explicit positive or negative financial performance indicators.

Positives

• The continued significant beneficial ownership by key founders and executives (14.9% to 15.0%) indicates strong alignment of interests with the company's long-term success.
• The existence of a Shareholders' Agreement among the reporting persons suggests a unified approach to corporate governance and strategic direction, potentially leading to more stable leadership.

Negatives

• The dual-class share structure, where Class B shares have superior voting rights (implied by "Class B voting rights shares" and their convertibility into Class A shares upon shareholder approval), can concentrate control in the hands of a few individuals, potentially limiting the influence of Class A ordinary shareholders.
• The uncompleted Exchange Agreement introduces a future change in individual holdings within the group, which, while internal, represents a pending transaction not yet finalized.

Risks

• Concentrated Control: The significant collective beneficial ownership and shared voting power through the Shareholders' Agreement could lead to concentrated control, potentially limiting the influence of other shareholders on corporate decisions.
• Dual-Class Share Structure: The existence of Class B voting rights shares, convertible into Class A shares, implies a dual-class structure that can entrench management or founders, potentially leading to governance concerns for some investors.
• Shareholder Agreement Restrictions: The Shareholders' Agreement includes restrictions on the transfer of Class B voting rights shares, which could affect liquidity or control dynamics for those specific shares.

Future Outlook

N/A

Industry Context

N/A

Corporate Governance

Related Party Transactions

• An Exchange Agreement was entered into on March 31, 2025, between Marc Maurer, David Allemann, Olivier Bernhard, and Caspar Coppetti, all Reporting Persons, for an exchange of Class B voting rights shares for Class A ordinary shares.

Stakeholder Impact

• Shareholders: The filing clarifies the significant collective beneficial ownership and voting power held by the founders and executives, which impacts the distribution of control and influence over company decisions. The dual-class structure and Shareholders' Agreement concentrate voting power.
• Management/Founders: The Shareholders' Agreement formalizes their collective control and voting strategy, reinforcing their influence over the company's direction. The internal share exchange reflects adjustments within this controlling group's holdings.

Next Steps

• Completion of the share exchange contemplated by the Exchange Agreement between Marc Maurer, David Allemann, Olivier Bernhard, and Caspar Coppetti.

Key Dates

Keywords

On Holding AG, SEC filing, Schedule 13G, beneficial ownership, Class A ordinary shares, Class B voting rights shares, dual-class structure, corporate governance, shareholder agreement, share exchange, David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann, Marc Maurer, H5919C104