Form SCHEDULE 13G On Holding AG Filed by: Hoffmann Martin
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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, par value CHF 0.10 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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. |
| 1 | Names of Reporting Persons
Martin Hoffmann | ||||||||
| 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
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,237,553.00 | ||||||||
| 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)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 7 and 9: Consists of: (a) 2,722,749 Class A ordinary shares owned by Mr. Hoffmann (including 514,804 Class A ordinary shares underlying options and option awards that have vested).
Note to Row 11: Represents the quotient obtained by dividing (a) the number of Class A ordinary shares and Class B voting rights shares beneficially owned by Mr. Hoffmann as set forth in Row 9 by (b) an aggregate of 334,729,507 Class A ordinary shares outstanding, consisting of (i) 302,230,339 Class A ordinary shares outstanding as of June 30, 2026, as reported by the Issuer to the Reporting Person (including 514,804 Class A ordinary shares underlying options and option awards held by Mr. Hoffmann that have vested), and (ii) 32,499,168 Class A ordinary shares issuable upon conversion of the Class B voting rights shares outstanding as of June 30, 2026.
Note to Rows 6, 7, 8, 9 and 11: Unless otherwise noted, information is presented as of June 30, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
On Holding AG | |
| (b) | Address of issuer's principal executive offices:
Forrlibuckstrasse 190 8005 Zurich, Switzerland | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A is being filed by Martin Hoffmann (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The principal office and business address of the Reporting Person is c/o On Holding AG, Forrlibuckstrasse 190, 8005 Zurich, Switzerland. | |
| (c) | Citizenship:
See row 4 of the cover page to this Schedule 13G/A. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value CHF 0.10 per share | |
| (e) | CUSIP No.:
| |
| 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 row 9 of the cover sheet. | |
| (b) | Percent of class:
See row 11 of the cover sheet. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet. | ||
| (ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
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