SCHEDULE: On Holding AG Founders Maintain Significant Stake

Key founders of On Holding AG, David Allemann, Olivier Bernhard, and Caspar Coppetti, have updated their Schedule 13G filing, confirming their substantial beneficial ownership and shared voting power over Class A ordinary shares.

Summary

• David Allemann, Olivier Bernhard, and Caspar Coppetti, as a group, collectively beneficially own approximately 12.9% of On Holding AG's Class A ordinary shares as of June 30, 2026.
• This ownership is comprised of directly held Class A shares and Class A shares issuable upon conversion of Class B voting rights shares.
• The reporting persons have a shareholders' agreement that may deem them a 'group' for regulatory purposes.
• The filing is an amendment to a previous Schedule 13G, indicating an update to their beneficial ownership information.
• The reporting persons have shared voting and dispositive power over the Class B voting rights shares held by each of them.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a stable ownership structure and ongoing strategic alignment among key founders, with no immediate negative financial or operational indicators.

Positives

• Key founders maintain a significant collective stake in the company, indicating continued commitment and alignment.
• The reporting persons have a structured agreement (Shareholders' Agreement) that governs their shareholdings and voting intentions.
• The amendment to the filing suggests an active and transparent approach to reporting ownership changes.
• The conversion of Class B voting rights shares into Class A ordinary shares is clearly outlined, providing transparency on potential share increases.

Negatives

• The filing does not contain financial performance data, making it difficult to assess the company's operational health.
• The reliance on Class B voting rights shares for a significant portion of beneficial ownership means that actual Class A share counts can fluctuate based on conversion decisions and shareholder meeting approvals.

Risks

• The Shareholders' Agreement, while providing structure, also creates a 'group' for regulatory purposes, which could have implications if group members' interests diverge.
• The conversion of Class B shares into Class A shares is subject to shareholder meeting approval, introducing a potential point of uncertainty.
• The orderly sale requirement for Martin Hoffmann's shares, if converted, could impact market liquidity if large volumes are sold within short periods.

Future Outlook

The filing does not contain forward-looking statements or financial guidance. It primarily concerns the reporting of beneficial ownership and existing agreements.

Management Comments

• The Reporting Persons have entered into a Joint Filing Agreement, agreeing to file this Schedule 13G/A jointly.
• The Reporting Persons may be deemed to constitute a 'group' for purposes of Section 13(d) of the Exchange Act due to their Shareholders' Agreement.
• Martin Hoffmann has been granted special sell-down rights for his Class B Shares, convertible into Class A Shares, subject to certain conditions and an orderly sale requirement.

Industry Context

StockSavvy.ai notes that this filing is typical for significant shareholders, particularly founders, in publicly traded companies. It reflects ongoing governance and ownership arrangements rather than operational performance. The structure involving Class B voting rights shares is common in European companies to maintain founder control.

Comparison to Industry Standards

• The structure of Class A and Class B shares, with Class B carrying voting rights, is a common governance mechanism in European companies, allowing founders to retain control post-IPO. Companies like Spotify (SPOT) have utilized similar dual-class share structures.
• The formation of a 'group' for reporting purposes under Schedule 13G is a standard regulatory requirement when individuals act in concert regarding securities ownership, as seen across various tech and consumer goods companies.
• The specific details of the Shareholders' Agreement and its amendment, including sell-down rights and conversion mechanisms, are unique to the company's founder dynamics but align with general practices of managing founder liquidity and control.

Corporate Governance

Related Party Transactions

• The Shareholders' Agreement and its amendment govern the relationships and share-related rights among the founders (David Allemann, Olivier Bernhard, Caspar Coppetti, Martin Hoffmann) and the Company (On Holding AG).

Stakeholder Impact

• Shareholders: The potential conversion and listing of Martin Hoffmann's shares could increase the public float of Class A shares, potentially impacting liquidity and price dynamics.
• Founders: The amendment clarifies specific rights and obligations among the extended founder team, reinforcing their continued involvement and alignment.
• Company: The company is obligated to facilitate the conversion and listing process for Martin Hoffmann's shares, incurring associated costs.

Next Steps

• The conversion of Martin Hoffmann's Class B shares into Class A shares is contingent on his written notice by March 23, 2026, and subsequent shareholder approval at the 2026 AGM.
• If converted, the Company is to facilitate the listing of these Class A shares on the NYSE.
• MH is required to comply with orderly market sales and insider trading policies for any converted shares.

Key Dates

Keywords

On Holding AG, Schedule 13G, Beneficial Ownership, Class A Shares, Class B Shares, Shareholders' Agreement, David Allemann, Olivier Bernhard