Hoffmann Martin 4

What Happened

Martin Hoffmann, CEO of On Holding AG (ONON), exercised stock options on March 20, 2026 to acquire 25,000 shares at an exercise price of $37.44 per share, for a cash outlay of $936,000. The Form 4 also reports a corresponding disposition of the derivative (25,000 option units at $0) because the option instrument ceased to exist on exercise. The shares were settled on March 23, 2026 and the exercise price was paid in cash.

Key Details

• Transaction date: March 20, 2026 (shares settled March 23, 2026)
• Exercise: 25,000 shares acquired @ $37.44/share = $936,000 paid (Transaction code: M)
• Disposition entry: 25,000 derivative units disposed @ $0 (reflects cancellation of the option upon exercise)
• Shares owned after transaction: Not reported in this filing
• Footnotes of note:
  • F1: Options exercised March 20; settlement March 23; exercise price paid in cash.
  • F3/F4: Options were granted under the LTIP 2020, which fully vested at the issuer's IPO in Sept 2021; vested options remain exercisable through their contractual term.
  • F2: Filing was late due to an administrative error during initial implementation of Section 16(a) reporting for foreign private issuers (filing timeliness = L).

Context

• This was an option exercise (payment of cash to convert options into shares), not an open-market sale of shares. The separate zero-dollar disposition line on the Form 4 simply reports the cancellation/conversion of the derivative instrument.
• Because the options were already vested (per LTIP 2020 notes), the exercise appears routine under executive compensation rules; it does not, by itself, indicate a buy/sell signal beyond the CEO choosing to exercise vested awards.
• The late filing was disclosed and attributed to an administrative error; late filings can reduce transparency short-term but do not change the substance of the reported transaction.