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On Holding AG·4

Mar 25, 7:29 AM ET

Hoffmann Martin 4

4 · On Holding AG · Filed Mar 25, 2026

Research Summary

AI-generated summary of this filing

Updated

On Holding (ONON) CEO Martin Hoffmann Converts Stock Options

What Happened

  • Martin Hoffmann, CEO of On Holding AG, converted option awards on March 24, 2026. A total of 3,162,500 options to purchase Class B ordinary shares were converted into 316,250 options to purchase Class A ordinary shares (two conversions: 1,051,966 → 105,197 and 2,110,534 → 211,053). In connection with the conversions the exercise price was adjusted from $0.773 to $7.73 per share. These entries are reported as derivative transactions (code J) and reflect a reclassification of option rights rather than a cash sale or market purchase.

Key Details

  • Transaction date: March 24, 2026; Form 4 filed March 25, 2026 (timely, not marked late).
  • Transactions reported as "Other acquisition or disposition (J)" and affect options (derivatives), not open-market stock trades.
  • Converted totals: 3,162,500 Class B options → 316,250 Class A options; exercise price changed from $0.773 to $7.73.
  • Shares/options owned after the transaction: not disclosed in the excerpt provided.
  • Notable footnotes: conversions effected by board resolution (F1, F4); LTIP 2020 options are fully vested and exercisable and generally can be exercised until the seventh anniversary of grant (F2); Class B shares/options are subject to transfer restrictions and a 10-for-1 conversion mechanic into Class A shares under the shareholders' agreement (F3).

Context

  • This filing documents a structural conversion of option awards (a derivative reclassification) rather than an exercise-for-cash, sale, or open-market purchase. Such conversions are typically administrative—adjusting the class and count of underlying securities and aligning exercise price to the new share class—so they do not by themselves signal a buy or sell decision. The underlying options remain vested and exercisable under the LTIP 2020 terms.

Insider Transaction Report

Form 4
Period: 2026-03-24
On Holding AGONON
Hoffmann Martin
CEO
Transactions
  • Other

    Non-Qualified Stock Option (Right to Buy)

    [F1][F2][F3]
    2026-03-24−1,051,966→ 0 total
    Exercise: $0.77From: 2022-12-06Exp: 2029-12-06→ Class B Shares (1,051,966 underlying)
  • Other

    Non-Qualified Stock Option (Right to Buy)

    [F4][F2][F3]
    2026-03-24−2,110,534→ 0 total
    Exercise: $0.77From: 2021-11-29Exp: 2028-11-29→ Class B Shares (2,110,534 underlying)
  • Other

    Non-Qualified Stock Option (Right to Buy)

    [F1][F2]
    2026-03-24+105,197→ 105,197 total
    Exercise: $7.73From: 2022-12-06Exp: 2029-12-06→ Class A Shares (105,197 underlying)
  • Other

    Non-Qualified Stock Option (Right to Buy)

    [F4][F2]
    2026-03-24+211,053→ 211,053 total
    Exercise: $7.73From: 2021-11-29Exp: 2028-11-29→ Class A Shares (211,053 underlying)
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]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
  • [F4]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.
Signature
/s/ Zlatina Iliev, Attorney-in-Fact|2026-03-25

Documents

1 file
  • 4
    form4-03252026_110335.xmlPrimary