Please wait

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 V8 8005 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 03/24/2026
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.