SCHEDULE: On Holding Founders Maintain Significant Stake

Founding members of On Holding AG, David Allemann, Olivier Bernhard, Caspar Coppetti, and Martin Hoffmann, collectively report beneficial ownership of approximately 13.8% of Class A ordinary shares as of June 30, 2025.

Summary

• The Reporting Persons (David Allemann, Olivier Bernhard, Caspar Coppetti, and Martin Hoffmann) collectively beneficially own approximately 13.8% to 13.9% of On Holding AG's Class A ordinary shares.
• This ownership includes both directly held Class A ordinary shares and Class A ordinary shares issuable upon conversion of Class B voting rights shares.
• The aggregate beneficial ownership for David Allemann, Olivier Bernhard, and Caspar Coppetti is 45,057,673 Class A ordinary shares each, while Martin Hoffmann's aggregate beneficial ownership is 45,329,781 Class A ordinary 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 operate as a 'group' under a Shareholders' Agreement dated September 6, 2021, which outlines their collective voting and share transfer arrangements.
• As of June 30, 2025, the total Class A ordinary shares outstanding used for calculation was approximately 326.86 million for David Allemann, Olivier Bernhard, and Caspar Coppetti, and 327.13 million for Martin Hoffmann.

Sentiment

Score: 7

Explanation: The filing indicates stable, significant ownership by the company's founders and key personnel, which can be viewed positively as it suggests long-term commitment and alignment of interests. However, the dual-class structure and the need for shareholder approval for Class B conversion introduce complexities that could be seen as less favorable by some investors.

Positives

• Founders and key personnel maintain a significant collective ownership stake, indicating continued alignment with the company's long-term success and strategic direction.
• The Shareholders' Agreement ensures coordinated voting power among the founders, potentially providing stable governance and consistent leadership.

Negatives

• The dual-class share structure, where Class B shares have superior voting rights (implied by 'voting rights shares' and a 10:1 conversion ratio to Class A), concentrates control with the founders, which can limit the influence of Class A ordinary shareholders.
• The conversion of Class B shares into Class A shares requires approval at a general meeting of shareholders, introducing a potential hurdle for full liquidity or simplification of the capital structure for these shares.

Risks

• Concentration of voting power: The Shareholders' Agreement and the dual-class share structure (Class B voting rights shares convertible to Class A at a 10:1 ratio) concentrate significant voting control with the founding group, potentially limiting the influence of other Class A shareholders on corporate decisions.
• Conversion dependency: The conversion of Class B voting rights shares into Class A ordinary shares is contingent upon approval at a general meeting of shareholders, which could affect the liquidity or capital structure simplification of these shares.

Future Outlook

The filing is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Schedule 13G filing primarily concerns the ownership structure of On Holding AG by its founders and key personnel. It does not provide information directly related to broader industry trends or competitive landscape, but the continued significant ownership by founders is common in growth-oriented companies, particularly those with dual-class share structures designed to maintain founder control.

Comparison to Industry Standards

• Not applicable. This filing is a disclosure of beneficial ownership and does not present financial or operational results that can be benchmarked against industry standards or comparable companies/projects.

Management Changes

Corporate Governance

Legal Proceedings

• The filing does not mention any litigation or regulatory matters.

Related Party Transactions

• An Exchange Agreement dated March 31, 2025, was entered into by David Allemann, Olivier Bernhard, Caspar Coppetti, and Marc Maurer. Under this agreement, Marc Maurer exchanged 5,729,180 Class B voting rights shares for 193,750 Class A ordinary shares from David Allemann, 189,584 Class A ordinary shares from Olivier Bernhard, and 189,584 Class A ordinary shares from Caspar Coppetti.

Stakeholder Impact

• Shareholders: The dual-class share structure and the Shareholders' Agreement concentrate voting power with the founding group, potentially limiting the influence of other Class A ordinary shareholders on corporate governance matters.
• Management: The continued significant ownership by founders ensures strong alignment between management (who are also founders) and long-term company strategy.

Next Steps

• The filing does not explicitly mention future actions, events, or milestones beyond the ongoing terms of the Shareholders' Agreement and the potential future conversion of Class B shares.

Key Dates

Recommendation

This filing is a routine disclosure of beneficial ownership by the company's founders and key personnel. It confirms their continued significant stake and the existing dual-class share structure and Shareholders' Agreement, which provide stable governance but also concentrate voting power. There are no new financial results or strategic announcements that would warrant a change in investment thesis based solely on this filing. Investors should 'hold' as this filing primarily confirms the existing ownership structure and does not introduce new information that would fundamentally alter the company's outlook or valuation.

Keywords

On Holding AG, H5919C104, SEC Filing, Schedule 13G, Beneficial Ownership, Class A Shares, Class B Shares, Dual-Class Structure, Shareholder Agreement, Corporate Governance, Founder Ownership, Switzerland