On Holding AG (ONON)

Overview

On is a premium performance sportswear brand rooted in innovation, design, and sustainability. Since our founding in the Swiss Alps in 2010, we have built a distinctive global brand with a passionate community across more than 90 countries. Through our premium product and brand experience, we bring our mission—to ignite the human spirit through movement—to life for our fans worldwide.

We believe our premium positioning and our relentless focus on performance and design sets us apart within the global sportswear market. Our culture of innovation has enabled us to repeatedly introduce groundbreaking technologies designed to elevate the running experience and create enduring excitement around our brand. Anchored in our running heritage, we have extended this expertise into other performance categories, including performance outdoor, performance all-day, performance tennis, and performance training, connecting us with new communities across a full spectrum of movement.

On operates as a single-brand consumer products business and therefore has a single operating and reportable segment. In 2025, we continued to advance the long-term vision we first articulated at our 2023 Investor Day: to be the most premium global sportswear brand. Our journey towards this is built on three strategic growth pillars, each underpinned by foundational capabilities designed to scale our brand, deepen consumer engagement, and drive sustainable growth. (see “Item 4 — Information on the Company — Business Overview”).

By executing successfully against these pillars, On delivered strong results in 2025. Net sales increased by 30.0% to CHF 3,014.0 million compared to 2024. This momentum was driven by organic growth, fueled by strong consumer demand for our brand across sales channels, product categories, and geographic regions, and amplified by our strategic expansion into new products and markets.

We continued to expand our wholesale channel globally, partnering with some of the most reputable general sporting, specialty running, outdoor, fashion and lifestyle retailers to bring On to even more consumers. In 2025, we continued to scale and deepen our collaboration with global key accounts, including Dick's Sporting Goods, JD Sports and Foot Locker. The wholesale channel accounted for 58.2% of net sales in 2025.

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With our community and brand awareness growing globally, we continued to scale our global e-commerce platform and grew our own-retail presence, opening new stores across all regions and in key cities like Madrid, Washington DC, Palo Alto, and Seoul. Our DTC channel as a whole, which includes our e-commerce sites and store revenue, represented 41.8% of net sales in 2025. As of December 31, 2025, our global footprint consists of 67 retail locations, including 14 retail stores in the Americas, 10 retail stores in Europe and 5 in Asia Pacific (excluding China). We also operate 38 locations in China, including Hong Kong. In China, our stores are a mix of smaller format mall-based stores and standalone retail stores.

Innovation is core to our brand. In 2025, we advanced our pioneering LightSpray technology, a process set to redefine the running experience and reimagine manufacturing. We introduced a portfolio of cutting-edge products, powered by our suite of proprietary technologies including CloudTec, CloudTec Phase, Helion superfoam, and Speedboard.

The growth and diversification of our product assortment was a significant driver of our net sales increase in 2025. This growth was led by iconic franchises, including performance running favorites like the Cloudsurfer and Cloudmonster; popular all-day styles like the Cloudtilt and the Cloud; and our Roger franchise in performance tennis. The expansion of our apparel and accessories collections brought new fans to the brand and further underscored our evolution from a footwear pioneer into a true "toe-to-head" sportswear brand.

Key Financial Metrics

Key financial metrics for fiscal year 2025 compared to fiscal year 2024 included:

•net sales increased by 30.0% to CHF 3,014.0 million, or by 35.6% on a constant currency basis;

•net sales through the DTC sales channel increased by 33.7% to CHF 1,260.5 million, or by 39.9% on a constant currency basis;

•net sales through the wholesale sales channel increased by 27.5% to CHF 1,753.4 million, or by 32.6% on a constant currency basis;

•net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific ("APAC") increased by 32.0% to CHF 762.7 million, 17.6% to CHF 1,740.1 million and 96.4% to CHF 511.1 million, respectively;

•net sales in EMEA, Americas and APAC increased by 34.7%, 23.4% and 106.7% on a constant currency basis, respectively;

•net sales from shoes, apparel and accessories increased by 27.5% to CHF 2,804.4 million, 68.2% to CHF 169.9 million and 124.1% to CHF 39.6 million, respectively;

•net sales from shoes, apparel and accessories increased by 32.9%, 75.5% and 135.1% on a constant currency basis, respectively;

•gross profit increased by 34.7% to CHF 1,893.6 million from CHF 1,405.7 million;

•gross profit margin increased to 62.8% from 60.6%;

•net income decreased by 15.9% to CHF 203.7 million from CHF 242.3 million;

•net income margin decreased to 6.8% from 10.4%;

•basic earnings per share (“EPS”) Class A (CHF) decreased to 0.62 from 0.75;

•diluted EPS Class A (CHF) decreased to 0.61 from 0.74;

•adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") increased by 46.3% to CHF 567.0 million from CHF 387.6 million;

•adjusted EBITDA margin increased to 18.8% from 16.7%;

•adjusted net income decreased to CHF 266.4 million from CHF 317.4 million;

•adjusted basic EPS Class A (CHF) decreased to 0.81 from 0.98; and

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•adjusted diluted EPS Class A (CHF) decreased to 0.80 from 0.97.

Key highlights as of December 31, 2025 compared to December 31, 2024 included:

•cash and cash equivalents increased by 10.3% to CHF 1,019.9 million from CHF 924.3 million; and

•net working capital increased by 14.3% to CHF 570.3 million from CHF 498.9 million.

Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS, net working capital and net sales on a constant currency basis are non-IFRS measures used by us to evaluate our performance. Furthermore, we believe these non-IFRS measures enhance investors' understanding of our financial and operating performance from period to period because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS, net working capital and net sales on a constant currency basis should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS. For a detailed description and a reconciliation to the nearest IFRS measure, see section titled “Non-IFRS Measures.”

Summary of Financial Performance

The following table summarizes certain key operating measures derived from audited financial statements for the fiscal years ended December 31, 2025, 2024 and 2023, and derived from unaudited financial statements for the three-month periods ended December 31, 2025 and 2024. See “—Results of Operations” for additional details and for the comparison discussions between the years ended December 31, 2025 and 2024 (audited) and the three-month periods ended December 31, 2025 and 2024 (unaudited).

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(1)    Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, and adjusted diluted EPS are non-IFRS measures. See section titled “Non-IFRS Measures” for a description of these measures and a reconciliation to the nearest IFRS measure.

Components of our Results of Operations

Net Sales

Net sales are derived from selling On's premium performance products including shoes, apparel and accessories.

Net sales within the wholesale sales channel are recognized at the point in time at which control of the goods has been transferred from On to the customer, which is typically when goods have been shipped or delivered to the customer’s specified location. Net sales within the wholesale sales channel are sales, net of an estimated provision for sales returns, discounts, and volume rebates.

Net sales within the DTC sales channel are recognized when control of the goods has been transferred from On to the customer, primarily upon delivery for e-commerce customers or at the point the customer purchases the goods at the retail store. Payment of the transaction price is due immediately when the customer purchases the goods. Net sales within the DTC sales channel are sales, net of an estimated provision for sales returns.

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Cost of Sales

We outsource substantially all of the manufacturing of our products. Therefore, cost of sales primarily consists of the cost of purchases of finished goods, the majority of which are sourced in USD. Other cost of sales relate to personnel expenses in connection with sourcing materials and quality control, depreciation charges for production tools and equipment, royalty expenses, in-bound freight expenses, custom duty and non-refundable taxes incurred in delivering the goods to distribution centers managed by third parties, and inventory provision expenses.

Gross Profit

Gross profit is net sales less cost of sales. Gross profit margin measures gross profit as a percentage of net sales.

Selling, General and Administrative Expenses

Our Selling, General and Administrative (“SG&A") expenses generally consist of selling, marketing, distribution, general and administrative expenses, and share-based compensation.

Selling expenses support our customer relationships and relate to selling our products to wholesale partners, and end customers through our e-commerce platform and our owned retail stores. These expenses primarily include personnel expenses for sales representatives, sales commissions, payment processing fees in the DTC sales channel, and depreciation expenses primarily related to our retail store right-of-use assets and leasehold improvements. Selling expenses are generally correlated to net sales.

Distribution expenses primarily relate to leasing and third-party expenses for warehousing inventories, and transportation costs associated with delivering products from distribution centers to wholesale partners, end customers and retail stores. Distribution expenses are generally correlated to net sales.

Marketing expenses consist primarily of advertising and marketing promotions (both offline and digital campaigns) of our products, as well as trade show and event costs, sponsorship costs, consulting and contractor expenses, marketing-related travel, product display expenses and overhead costs. We intend to continue to invest in our marketing capabilities in the future and expect this expense to increase in absolute dollars in future periods as we release new products and expand internationally. Marketing expense as a percentage of total net sales may fluctuate from period to period based on total net sales and the timing of our investments in marketing functions as these investments may vary in scope and scale over future periods.

General and administrative expenses represent costs incurred in our corporate offices, primarily related to personnel costs, including salaries, variable incentive compensation, benefits, other professional service costs, including SaaS ("software as a service") costs, depreciation, and amortization related to our offices and infrastructure. We have invested considerably in this area to support the growing volume and complexity of the business and anticipate continuing to do so in the future.

Share-based compensation costs represent expenses for compensation plans for selected employees and for third parties.

Operating Result

Operating result is gross profit less SG&A expenses.

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Financial Result

Financial result includes income from interest earned on fixed deposits, less financial expenses consisting primarily of interest expenses as a result of our financial leases, commitment fees paid for bank overdraft facilities, bank charges and the net realized or unrealized impact of foreign exchange rate fluctuations in a given period.

Income Taxes

We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. The primary regions that determine the effective tax rate are Switzerland, the US, China and Japan.

Results of Operations

For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

The following table summarizes results of operations and expresses the percentage relationship to net sales of certain financial statement captions.

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Net sales

Net sales by sales channel

The following table presents net sales by sales channel:

(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales for fiscal year 2025 increased by CHF 695.6 million, or 30.0%, compared to fiscal year 2024.

Net sales generated by the wholesale sales channel for fiscal year 2025 increased by CHF 377.9 million, or 27.5%, to CHF 1,753.4 million, compared to CHF 1,375.5 million in fiscal year 2024. The increase was attributable to sustained strong demand from our wholesale partners and our continued selective door expansion, particularly with global key accounts.

Net sales generated by the DTC sales channel for fiscal year 2025 increased by CHF 317.7 million, or 33.7%, to CHF 1,260.5 million, compared to CHF 942.8 million in fiscal year 2024. The increase was primarily driven by the continued increase in popularity and awareness of the On brand, resulting in high growth on our e-commerce platform and the expansion of our own retail store network across all regions. Additionally, increased traffic and transactions in our existing retail stores contributed to the growth.

As a result of the strength of our DTC channel and in line with the strategic ambition for our DTC sales channel to outgrow our wholesale sales channel, net sales generated from the DTC sales channel as a percentage of net sales increased to 41.8% for fiscal year 2025, compared to 40.7% in fiscal year 2024.

Net sales by geography

The following table presents net sales by geographic region (based on the location of the counterparty):

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(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales increased across all geographic regions in fiscal year 2025 compared to fiscal year 2024 with APAC showing particularly strong growth.

The 17.6% increase in net sales in Americas was driven by the ongoing rise in popularity and awareness of the On brand in the region and continued strength in both channels, particularly the collaboration with key account partners and the successful expansion of our retail stores. The 32.0% increase in net sales in EMEA was driven by the growth within our distributor network, the continued strength in the United Kingdom, particularly in our DTC channel, along with notable acceleration from France, Italy and Spain. The 96.4% increase in net sales in APAC was primarily driven by strong sales growth in China and Japan across both channels.

Net sales by product

The following table presents net sales by product group:

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(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales increased across all product groups during fiscal year 2025 compared to fiscal year 2024. The 27.5% increase in net sales for shoes was driven by new product launches, updates to existing models and the continuity of successful products carrying over from previous seasons. Growth was supported by the strong performance of the Cloud and Cloudtilt franchises, as well as contributions from the Cloudsurfer franchises. The 68.2% increase in net sales for apparel was driven primarily by our Performance Running and Performance Training verticals with additional contribution from our Performance All Day vertical. The 124.1% increase in net sales for accessories was driven by growth within the socks category with additional contributions from our headwear category.

Gross Profit

Cost of sales for fiscal year 2025 increased by CHF 207.7 million, or 22.8%, to CHF 1,120.3 million, compared to CHF 912.6 million in fiscal year 2024. Gross profit was CHF 1,893.6 million in fiscal year 2025, representing a gross profit margin of 62.8%, compared with CHF 1,405.7 million in fiscal year 2024, representing a gross profit margin of 60.6%. The increase in gross profit margin was primarily attributable to ongoing operational efficiencies and improvements, particularly in freight, and a favorable foreign exchange impact during fiscal year 2025, compared to fiscal year 2024.

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Selling, General and Administrative Expenses

SG&A expenses for fiscal year 2025 increased by CHF 322.4 million to CHF 1,516.6 million, compared to CHF 1,194.2 million in fiscal year 2024. Excluding share-based compensation, SG&A expenses as a percentage of net sales decreased to 48.2% in fiscal year 2025 from 48.4% in fiscal year 2024.

The drivers for the fluctuations in SG&A expenses, mostly denominated as a percentage of net sales, can be summarized as follows:

•Distribution expenses as a percentage of net sales, decreased to 10.7% in fiscal year 2025 compared to 12.4% in fiscal year 2024. This was primarily attributable to lower warehousing and delivery costs resulting from operational efficiency gains during the twelve-month period ended December 31, 2025.

•Selling expenses as a percentage of net sales, increased to 8.6% in fiscal year 2025 compared to 7.3% in fiscal year 2024. The increase was primarily driven by additional expenses incurred as a result of our expanding retail footprint, primarily due to retail store-related personnel costs and depreciation.

•Marketing expenses as a percentage of net sales increased to 12.5% in fiscal year 2025 compared to 11.9% in fiscal year 2024. The increase was driven by higher marketing spend on upper funnel brand building initiatives and brand partnerships, in line with our ambition to continue to prioritize meaningful brand building investments.

•Share-based compensation expenses decreased to CHF 62.6 million in fiscal year 2025 compared to CHF 71.5 million in fiscal year 2024.

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•General and administrative expenses as a percentage of net sales, decreased to 16.4% in fiscal year 2025 compared to 16.8% in fiscal year 2024. This decrease is primarily driven by strong net sales growth, partially offset by higher personnel related expenses and higher IT and technology related expenses.

Depreciation and Amortization

Depreciation and amortization expenses for fiscal year 2025 increased by CHF 22.8 million, or 21.8%, to CHF 127.4 million, compared to CHF 104.6 million in fiscal year 2024. Thereof, depreciation and amortization expenses attributable to right of use assets increased by CHF 18.6 million primarily as a result of the expansion of our retail stores and our enhanced warehouse and distribution facilities. In addition, depreciation and amortization expenses attributable to owned assets increased by CHF 4.1 million, as a result of retail expansion and warehouse investment, mainly related to leasehold improvements.

Net Financial Result

Financial income for fiscal year 2025 increased by CHF 7.5 million to CHF 30.9 million when compared to fiscal year 2024. This was primarily driven by an increase in the underlying amount of short-term investments.

Financial expenses for fiscal year 2025 increased by CHF 6.4 million to CHF 29.6 million when compared to fiscal year 2024. This was primarily driven by higher interest expenses on lease contracts, resulting from additional leases outstanding throughout the twelve-month period ended December 31, 2025 compared to the twelve-month period ended December 31, 2024. Refer to note 3.4 Right-of-use assets and lease liabilities for additional information on new leases.

Foreign exchange gain / loss for fiscal year 2025 resulted in foreign exchange loss of CHF 173.2 million, compared to a foreign exchange gain for fiscal year 2024 of CHF 67.7 million. The changes to foreign exchange gain / loss were primarily due to foreign exchange rate revaluation effects, primarily driven by the CHF/USD exchange rate. The total unrealized foreign exchange loss for the twelve-month period ended December 31, 2025, was CHF 116.0 million.

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Income Tax Expense

Income tax expense for fiscal year 2025 decreased by CHF 35.8 million to CHF 1.5 million, compared to CHF 37.4 million for fiscal year 2024. Our effective income tax rate was 0.7% for fiscal year 2025, compared to 13.4% in fiscal year 2024. The decreases to the effective income tax rates were mainly due to deferred income tax benefits for the fiscal year 2025 related to the elimination of intercompany profits in inventory, as well as higher effectiveness of certain tax incentives and effects of prior year items.

Three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024 (Unaudited)

The following table summarizes results of operations and expresses the percentage relationship to net sales of certain financial statement captions.

Net sales

Net sales by sales channel

The following table presents net sales by sales channel:

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(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales for the three-month period ended December 31, 2025, increased by CHF 137.1 million, or 22.6%, compared to the three-month period ended December 31, 2024.

Net sales generated by the wholesale sales channel for the three-month period ended December 31, 2025, increased by CHF 72.7 million, or 23.4%, to CHF 383.2 million, compared to CHF 310.4 million for the three-month period ended December 31, 2024. The increase was attributable to growth within our distributor network, sustained strong demand from our wholesale partners, and our continued selective door expansion, particularly with global key accounts.

Net sales generated by the DTC sales channel for the three-month period ended December 31, 2025, increased by CHF 64.4 million, or 21.7%, to CHF 360.6 million, compared to CHF 296.2 million for the three-month period ended December 31, 2024. The increase was primarily driven by the continued increase in popularity and awareness of the On brand, resulting in increased traffic and transactions, both on our e-commerce platform and in our existing retail stores. Additionally, the expansion of our own retail store network in all regions further contributed to the growth.

Wholesale net sales as a percentage of total net sales increased slightly to 51.5% for the three-month period ended December 31, 2025, compared to 51.2% for the three-month period ended December 31, 2025, driven primarily by strong momentum with key accounts and the expansion of our distributor business.

Net sales by geography

The following table presents net sales by geographic region (based on the location of the counterparty):

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(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales increased across all geographic regions for the three-month period ended December 31, 2025, with APAC showing particularly strong growth.

The 12.8% increase in net sales in Americas was driven by the ongoing rise in popularity and awareness of the On brand in the region and continued strength in both channels. The 24.2% increase in net sales in EMEA was driven by the continued strength in the United Kingdom, particularly in our DTC channel, the growth within our distributor network, as well as notable acceleration from France and Spain. The 70.8% increase in net sales in Asia-Pacific was primarily driven by growth within our distributor network and strong sales growth in Japan and China.

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Net sales by product

The following table presents net sales by product group:

(1) The constant currency percent change represents changes to net sales on a constant currency basis, which is a non-IFRS financial measure. See section titled "Non-IFRS Measures" for a description of this measure. Reconciliation to the nearest IFRS measure is shown in table above.

Net sales increased across all product groups during the three-month period ended December 31, 2025, compared to the three-month period ended December 31, 2024. The 20.8% increase in net sales for shoes was driven by new product launches, updates to existing models and the continuity of successful products carrying over from previous seasons. Growth was supported by the strong performance of the Cloud and Cloudtilt franchises, with additional strong contributions from the Cloudsurfer franchise. The 38.3% increase in net sales for apparel was driven primarily by our Performance Running and Performance Training verticals. The existing and new collections within the apparel range continue to show strong momentum across both channels, with particularly strong performance in our DTC channel. Net sales in accessories increased by 117.7%.

Gross Profit

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Cost of sales during the three-month period ended December 31, 2025, increased by CHF 38.7 million, or 16.8%, to CHF 268.5 million, compared to CHF 229.8 million during the three-month period ended December 31, 2024. Gross profit was CHF 475.3 million for the three-month period ended December 31, 2025, representing a gross profit margin of 63.9%, compared with CHF 376.8 million for the three-month period ended December 31, 2024, representing a gross profit margin of 62.1%. The gross profit margin increase was mainly driven by operational efficiencies and improvement (including reduced air freight), strong execution during the period, and a favorable foreign exchange impact during the three-month period ended December 31, 2025, compared to the three-month period ended December 31, 2024.

Selling, General and Administrative Expenses

SG&A expenses for the three-month period ended December 31, 2025 increased by CHF 69.1 million to CHF 392.8 million, compared to CHF 323.7 million for the three-month period ended December 31, 2024. Excluding share-based compensation, SG&A expenses as a percentage of net sales increased to 50.9% in the three-month period ended December 31, 2025 compared to 50.5% for the three-month period ended December 31, 2024.

The drivers for the fluctuations in SG&A expenses, mostly denominated as a percentage of net sales, can be summarized as follows:

•Distribution expenses as a percentage of net sales decreased to 10.1% during the three-month period ended December 31, 2025, compared to 11.6% during the three-month period ended December 31, 2024. This was primarily attributable to lower delivery and logistics costs resulting from operational efficiency gains.

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•Selling expenses as a percentage of net sales increased to 9.9% during the three-month period ended December 31, 2025 compared to 7.9% during the three-month period ended December 31, 2024. The increase was primarily driven by additional expenses incurred as a result of our expanding retail footprint, primarily due to retail store-related personnel costs and depreciation.

•Marketing expenses as a percentage of net sales increased to 14.5% during the three-month period ended December 31, 2025 compared to 13.0% during the three-month period ended December 31, 2024. This increase was driven by additional investments into digital marketing opportunities, enabled by our strong topline performance.

•Share-based compensation expenses decreased to CHF 14.0 million during the three-month period ended December 31, 2025 compared to CHF 17.6 million during the three-month period ended December 31, 2024.

•General and administrative expenses as a percentage of net sales decreased to 16.4% during the three-month period ended December 31 2025 compared to 17.9% during the three-month period ended December 31, 2024. This decrease is primarily driven by strong net sales growth, partially offset by higher IT and technology related expenses.

Depreciation and Amortization

Depreciation and amortization expenses during the three-month period ended December 31, 2025 increased by CHF 5.8 million to CHF 34.5 million, compared to CHF 28.7 million during the three-month period ended December 31, 2024. Thereof, depreciation and amortization expenses attributable to right of use assets increased by CHF 6.1 million primarily as a result of the expansion of our retail stores and our enhanced warehouse and distribution facilities. In addition, depreciation and amortization expenses attributable to owned assets decreased by CHF 0.3 million.

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Net Financial Result

Financial income for the three-month period ended December 31, 2025 increased by CHF 1.7 million to CHF 8.0 million, compared to CHF 6.3 million for the three-month period ended December 31, 2024.

Financial expenses for the three-month period ended December 31, 2025 increased by CHF 1.9 million to CHF 7.8 million, compared to CHF 5.9 million for the three-month period ended December 31, 2024.

Foreign exchange gain / loss for the three-month period ended December 31, 2025 resulted in a foreign exchange loss of CHF 12.7 million, compared to a foreign exchange gain of CHF 38.0 million for the three-month period ended December 31, 2024. The changes to foreign exchange gain / loss were primarily due to foreign exchange rate revaluation effects (i.e., unrealized foreign exchange impacts), in particular the CHF/USD exchange rate.

Income Tax Expense / (Benefit)

Income tax expense for the three-month period ended December 31, 2025 decreased by CHF 1.0 million to CHF 1.0 million, compared CHF 2.0 million for the three-month period ended December 31, 2024. Our effective income tax rate was 1.4% for the three-month period ended December 31, 2025, compared to 2.2% for the three-month period ended December 31, 2024.

Non-IFRS Measures

Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS, net working capital, and net sales on a constant currency basis are financial measures that are not defined under IFRS.

We use these non-IFRS measures when evaluating our performance, including when making financial and operating decisions, and as a key component in the determination of variable incentive compensation for employees. We believe that, in addition to conventional measures prepared in

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accordance with IFRS, these non-IFRS measures enhance investor understanding of our financial and operating performance from period to period, because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. In particular, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income and net working capital are measures commonly used by investors to evaluate companies in the sportswear industry.

However, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS, net working capital, and net sales on a constant currency basis should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies. The tables below reconcile adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS, and net working capital to their most directly comparable IFRS measure. See section titled "Operating Results" for reconciliations of net sales on a constant currency basis, respectively, to their most directly comparable IFRS measure.

Adjusted EBITDA and Adjusted EBITDA Margin

The table below provides a reconciliation between net income / (loss) and adjusted EBITDA for the periods presented. Adjusted EBITDA margin is equal to adjusted EBITDA for the period presented as a percentage of net sales for the same period.

(1) Represents the foreign exchange gain / (loss) line item within the consolidated statements of income / (loss).

(2) Management excludes share-based compensation expenses as we do not consider these expenses reflective of our ongoing operations and performance.

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Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS

We use adjusted net income, adjusted basic EPS and adjusted diluted EPS as measures of operating performance in conjunction with related IFRS measures.

For the purpose of operational performance measurement, we calculate adjusted net income, adjusted basic EPS and adjusted diluted EPS in a manner that fully excludes the impact of any costs related to share-based compensation and includes the tax effect on the tax-deductible portion of the non-IFRS adjustments, which we believe increases comparability of the metric from period to period, and makes it useful for management, our audit committee and investors to assess our financial performance over time.

Adjusted basic EPS is calculated by dividing adjusted net income by the weighted average number of ordinary shares outstanding during the period. Adjusted diluted EPS is calculated by dividing adjusted net income by the weighted average number of ordinary shares outstanding during the period on a fully diluted basis.

The table below provides a reconciliation between net income and adjusted net income, adjusted basic EPS and adjusted diluted EPS for the periods presented:

(1) Management excludes share-based compensation expenses as we do not consider these expenses reflective of our ongoing operations and performance.

(2) The tax effect has been calculated by applying the local tax rate on the tax-deductible portion of the respective adjustments.

(3) Weighted numbers of outstanding shares are presented herein in order to calculate adjusted basic EPS in relation to adjusted net income for such periods. Weighted numbers of outstanding shares (diluted and undiluted) are presented herein in order to calculate adjusted diluted EPS in relation to adjusted net income for such periods.

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(1) Management excludes share-based compensation expenses as we do not consider these expenses reflective of our ongoing operations and performance.

(2) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.

(3) Weighted numbers of outstanding shares (diluted and undiluted) are presented herein in order to calculate adjusted EPS as adjusted net income for such periods.

Net Working Capital

Net working capital is a financial measure that is not defined under IFRS Accounting Standards. We use and believe that certain investors and analysts use this information to assess liquidity and management use of net working capital resources. We define net working capital as trade receivables, plus inventories, minus trade payables. This measure should not be considered in isolation or as a substitute for any standardized measure under IFRS Accounting Standards.

Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

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Net Sales on a Constant Currency Basis

Net sales on a constant currency basis is a non-IFRS measure which represents current period results that have been retranslated using exchange rates used in the prior year comparative period. We provide constant currency percent change in net sales within our "Key Financial and Operating Metrics" and "Results of Operations" sections, to enhance the visibility of the underlying growth rate of net sales, excluding the impact of foreign currency exchange rate fluctuations.

B. Liquidity and Capital Resources

Our primary need for liquidity is to fund working capital requirements, capital expenditures, lease obligations and for general corporate purposes. Our future contractual obligations are further discussed in the “Contractual Obligations and Commitments” section below. We finance our liquidity needs using a combination of our existing cash and cash equivalents balances and cash arising from operating activities.

As of December 31, 2025, we had CHF 1,019.9 million of cash and cash equivalents and CHF 570.3 million of net working capital, compared to CHF 924.3 million of cash and cash equivalents and CHF 498.9 million of net working capital as of December 31, 2024. As of December 31, 2025 and 2024, 97.6% and 97.7% of our cash and cash equivalents, respectively, were held at banks that are deemed systemically important financial institutions. Movements in cash and net working capital are discussed in the “Cash Flows” section below.

We believe our existing cash and cash equivalent balances and cash flows from operations will be sufficient to meet our net working capital, lease obligations, capital expenditures and other general corporate needs for at least the next twelve months. Additionally, on July 7, 2023, we entered into a CHF 700 million multicurrency credit facility. As of December 31, 2025, and 2024, no amounts had been drawn under the credit facility. Refer to “—Indebtedness” for further details. Our long-term capital requirements may vary materially from those currently planned and will depend on many factors, including the rate of net sales growth, the timing and extent of spending on research and development efforts and other growth initiatives, such as our retail store expansion, the expansion of sales and marketing activities, the timing of new products, and overall economic conditions.

To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to draw from our credit facility mentioned above, or seek additional equity or debt financing. For additional information regarding our ability to fund our future business activities and requirements, refer to Item 3.D, "Risk Factors," in this Annual Report, including the risk factor section "Additional investments in our business."

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Cash Flows

(1) Net cash and cash equivalents included restricted cash in the amount of CHF 0.9 million as of December 31, 2025 and CHF 0.6 million as of December 31, 2024.

Operating activities

Cash inflow from operating activities for the twelve-month period ended December 31, 2025 decreased by CHF 151.1 million to CHF 359.5 million, compared to CHF 510.6 million for the twelve-month period ended December 31, 2024. This decrease is mainly driven by a decrease in cash flows from changes in working capital of CHF (233.8) million, primarily due to changes in inventories and trade receivables, and a decrease in cash flows from changes in other current assets / liabilities of CHF (70.7) million, partially offset by higher net income after adjustments of CHF 194.4 million, and various other offsetting decreases and increases.

Investing activities

Cash outflow from investing activities for the twelve-month period ended December 31, 2025, increased by CHF 13.7 million to CHF 78.6 million, compared to CHF 64.9 million for the twelve-month period ended December 31, 2024. The increase is driven by higher purchases of property, plant and equipment of CHF 12.4 million (refer to note 3.3 Property, plant and equipment for additional information).

Financing activities

Cash outflow from financing activities for the twelve-month period ended December 31, 2025, increased by CHF 23.1 million to CHF 78.5 million, compared to CHF 55.4 million for the twelve-month period ended December 31, 2024. The increase is primarily driven by higher repayments of lease liabilities of CHF 18.7 million and higher interest expense of CHF 6.2 million mainly due to new leases becoming operational during the twelve-months ended December 31, 2025 (refer to note 3.4 Right-of-use assets and lease liabilities for additional information on the increase to lease liabilities).

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Capital Management

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(1) As of December 31, 2025, there were 9,973,771 treasury shares held by On (December 31, 2024: 13,159,321).

(2) These awards require little or no further consideration to be exercised, and as such, have been included in the weighted average number of ordinary shares outstanding used to calculate Basic EPS at December 31, 2025.

(3) As announced on Form 6-K filed with the SEC on May 23, 2025, 10,520,820 of Class B Shares were converted into 1,052,082 Class A Ordinary Shares.

(4) As announced on Form 6-K filed with the SEC on August 12, 2025, we amended and restated our memorandum and articles of association to increase the number of authorized Class A ordinary shares. Further, on December 3rd, 2025, we amended and restated our memorandum and articles of association to increase the number of authorized Class B ordinary shares (refer to our amended and restated articles of association filed as Exhibit 1.1 to this Annual Report). Refer to 4.5 Share capital for additional information.

Share-based compensation

As a public company, we grant share-based compensation awards to members of senior management, certain selected employees based on their impact and contribution to On, our extended founder team, and to non-executive members of our board of directors. As of December 31, 2025, On has recognized an increase in shareholders' equity in the balance sheet of CHF 66.6 million for share-based compensation incurred during the twelve-month period ended December 31, 2025.

For the twelve-month period ended December 31, 2025, we have recognized a share-based compensation charge of CHF 62.6 million pursuant to the following share-based compensation plans and programs for select employees including our group executive team and senior management team, which account for a part of the increase:

• Long Term Incentive Plan 2021

• Compensation of non-executive members of our board of directors

Share-based payments are valued based on the grant date fair value of these awards and recorded over the corresponding vesting period.

Indebtedness

On July 7, 2023, we entered into a CHF 700 million multicurrency credit facility ("credit facility") agreement with On AG, as borrower and guarantor, On Inc., as guarantor, and UBS Switzerland AG, as lead arranger, bookrunner, agent, security agent and lender, and several other lenders party thereto, which replaced our bank overdraft facilities previously reported. We have an option to increase the total availability of borrowings under the facility in an aggregate amount of up to CHF 200 million subject to the satisfaction of certain customary conditions. We entered into the credit facility as part of our prudent financial planning strategy to create future financial flexibility to better align with the size and maturity of the Company. The proceeds of any borrowings under the credit facility may be used towards the financing of working capital requirements and for general corporate purposes, including the roll-in of certain existing bank guarantees and the issuance of new bank guarantees. The credit facility had an initial term of three years, which has subsequently been extended for a total period of two years. Subsequent to extensions, the credit facility will expire on July 7, 2028.

As of December 31, 2025 and December 31, 2024, no amounts have been drawn under this credit facility and we do not currently expect to do so in the near term. As of December 31, 2025, we are using the credit facility to provide guarantees and letters of credit, as further discussed in section titled "Off-Balance Sheet Arrangements."

The credit facility also contains financial covenants that depend on our consolidated equity as well as our net debt to adjusted EBITDA ratio. As of and during the years ended December 31, 2025 and December 31, 2024, we were in compliance with all covenants under the credit facility

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The following assets have been pledged in relation to the credit facility:

Material Cash Requirements

The following summarizes our material cash requirements as of December 31, 2025:

(1)    We typically place product orders in advance based on forecasted quantities. Product purchase obligations refer to open purchase orders to purchase shoes, apparel and accessories, that are enforceable and legally binding, and that specifies all significant terms.

(2)    We have endorsement contracts with future cash commitments we are obligated to pay to promoters of our products.

(3)    Lease liabilities are related to storage spaces (e.g., warehouses), various offices, retail stores, showrooms and cars.

(4)    Lease commitments represent commitments to new lease contracts, which have not yet commenced as of December 31, 2025, and are therefore not recognized on our balance sheet. The majority of the future lease commitments relate to contracts entered into for new highly-automated warehouse in Belgium (Beringen). The new warehouse in Belgium is expected to be fully operational by the end of 2026, and amounts to CHF 104.4 million (December 31, 2024: CHF 106.7 million) lease commitment. The remaining lease commitments relate to various new stores, offices and warehouses.

(5)    Our other purchase obligations consist of non-cancellable minimum commitments for warehousing arrangements, IT services, indirect procurement contracts, and other commitments under service contracts.

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Off-Balance Sheet Arrangements

As of December 31, 2025 and December 31, 2024, we provided guarantees and letters of credit in favor of third parties in the amount of CHF 153.2 million and CHF 168.3 million, respectively. Of these amounts, CHF 153.2 million (2025) and CHF 168.3 million (2024) relate to our credit facility, as discussed in the section titled "Indebtedness." Other than the items disclosed here and elsewhere in our document, we do not have any material off-balance sheet arrangements or commitments as of December 31, 2025.

Foreign currency risk

We are exposed to certain market risks arising from transactions in the normal course of business. The market risk we are principally exposed to is fluctuations in foreign currency exchange rates.

The functional currency of each individual entity is determined based on the primary economic environment in which the entity operates (generally the local currency). Our consolidated financial statements are presented in Swiss Francs ("CHF"). Therefore, the net sales, expenses, assets, and liabilities of our non-CHF denominated subsidiaries are translated from their functional currencies into CHF, as a result of which the reported amounts can be affected by fluctuations in the value of the CHF. Foreign exchange differences which arise on translation of our subsidiaries’ balance sheets into CHF are recorded as a foreign currency translation adjustment in accumulated other comprehensive income or loss within shareholders’ equity.

As a result of our multinational sales and operations, we are also exposed to fluctuations in foreign exchange at a transactional level. The majority of our transactional foreign exchange risk arises from products sourced in USD and sales denominated in the currencies of the respective destination markets. In 2025 and 2024, 99% and 98% of our net sales, respectively, were generated in currencies other than CHF.

Based on foreign currency sensitivity analysis of the consolidated balance sheets, a 10% fluctuation in On's main currencies would impact net income as shown in the table below. These reflect the effect of exchange rate changes on monetary assets and liabilities denominated in a currency other than the functional currency of the entity carrying them.

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Functional currency change

Effective January 1, 2026, On Holding AG (the Group's parent company) and On AG (the Group's main trading entity) have changed their functional currency from the Swiss Franc (CHF) to the US Dollar (USD). These changes will be accounted for prospectively in fiscal year 2026 and do not impact prior period financial statements. The Group’s presentation currency will remain CHF.

As a result, in 2026, we expect the effect of exchange rate changes on USD-denominated monetary assets and liabilities, to be reduced, resulting in less impacts within line item foreign exchange gains/ (losses) in our consolidated profit or loss statements. Additionally, beginning in the first quarter of 2026, we will start recording adjustments in other comprehensive income / (loss) to translate these entities' financial statements from USD to CHF (our reporting currency), and expect the impacts to other comprehensive income / (loss) to increase.

Refer to note 6.6 Events after the balance sheet date for additional information on the aforementioned functional currency change.

C. Research and Development, Patents and Licenses

The central tenet of our product design philosophy is to fuse high performance, comfort, sustainable materials and aesthetics, in order to provide our customers with everything they need, and nothing they do not. Our innovations and the performance they deliver have established On as a trusted brand for world-class athletes, amateur runners and customers looking for performance-infused footwear, sportswear and accessories. Research and development plays a key role in driving technical innovation, patents and designs of our footwear, apparel and accessories which we believe is essential to the commercial success of our products. We incurred research, design, and development expenses of CHF 10.6 million, CHF 9.6 million and CHF 8.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, which are expensed as incurred and reported in SG&A expenses in the consolidated statements of income. Additionally, we capitalize certain costs associated with software and intellectual property customized for internal use within the intangible assets line item on the consolidated balance sheets. For the years ended December 31, 2025, 2024 and 2023, capitalized intellectual property and in-house developed software were CHF 2.7 million and CHF 1.4 million; CHF 1.4 million and CHF 1.9 million; and CHF 1.2 million and CHF 0.9 million, respectively.

D. Factors Affecting Performance and Trend Information

Our growth, our financial condition and results have been, and will continue to be, affected by a number of factors, including the following:

Ability to grow into new geographies and to convert distributor markets

Entering new geographic markets or converting distributor markets requires us to invest in personnel, marketing, and infrastructure, including additional offices, showrooms, distribution networks and new retail stores. Our international expansion has resulted in, and will continue to result in, increased costs and is subject to a variety of risks, including local competition, inventory risks, risks related to operating retail stores, low initial brand awareness, multilingual customer service, potentially complex import and delivery logistics, and compliance with foreign laws and regulations. Increased costs include, but are not limited to, personnel expenses for sales and marketing teams to initially build a sales network, lacking economies of scale in distribution and supply chain and additional administration expenses. The duration of those additional costs, among others, depends on the geographical size and structure of the particular market, as well as the existing level of brand awareness. A significant portion

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of the investment to grow net sales is reflected in SG&A. SG&A expenses, after removing share-based compensation expense, as a percentage of net sales were 48.2% for 2025 and 48.4% for 2024.

Ability to invest

We will continue to make investments across our business to drive growth, and therefore we expect expenses to increase. We will continue to invest significant resources in our people, sales and marketing to drive brand awareness and demand for our products. Marketing expenses as a percentage of net sales were 12.5% for 2025 and 11.9% for 2024. We intend to continue to increase marketing expenses in the future, focusing on elevating brand awareness across our markets, investment in digital customer acquisition and customer experience through our retail network alongside an exciting portfolio of elite athletes, influencers, and public figures.

To support our growth, we also intend to continue investing in our distribution network as well as into product inventory. For example, during 2025, distribution expenses increased to CHF 322.9 million, compared to CHF 288.3 million in 2024. Over the past years, we have entered into third party logistics and warehouse services agreements for new, highly-automated fulfillment centers, in order to facilitate our future omnichannel growth in both Europe and North America, and lower our handling cost over time through automation. We have also invested, and intend to continue investing, in successfully developing, implementing and scaling our LightSpray technology and products.

We intend to continue investing in new manufacturing partners, which has in the past partially resulted in, and may continue to result in, higher purchasing expenses. We also expect to continue to invest into research and development to drive innovations and product offerings. To support the expansion of our own retail network, we intend to invest into additional physical retail stores and store leases. We plan to continue to invest in our corporate infrastructure, which is essential to our ability to take data driven decisions, enhance customer experience, and enable an efficient and collaborative working environment for our global team

The investments made in the past, and those expected to be made in the future, can be expensive and may negatively impact our results of operations.

Ability to manage inventory

Our ability to grow has been, and will continue to be dependent on the availability of the right inventory at the right time and place. Our data driven approach to demand planning, together with an integrative approach between sales demand and supply planning, has enabled rapid growth, while maintaining a premium positioning. The ongoing transition of our Atlanta warehouse led to some product availability constraints and to delayed or missed deliveries during the first half of fiscal year 2024. While we have seen significantly improved operational execution during the second half of 2024, and in 2025, we may continue to experience operational constraints during the course of On's warehouse automation projects and may potentially incur incremental costs during the ramp-up phase. We remain focused on successfully scaling our global distribution capabilities while deploying enhanced inventory oversight across our network of new and existing logistics partners. Our current inventory balance reflects the purchasing of inventory for our 2026 sales. On continues to manage and mitigate supply chain risks by investing in our partner relationships and visibility of data across our supply network.

Customs and duty expenses

Most distribution markets that we operate in impose customs and duties on the importation of footwear, apparel, and accessories products manufactured in Vietnam, Turkey, Indonesia, China and most other countries. In 2025, approximately 90% and 10% of our footwear products were produced in Vietnam and Indonesia, respectively. Further, in 2025, approximately 65% of our apparel and accessories units produced were manufactured in Vietnam, 30% in Turkey and 5% in China.

In prior fiscal years, we experienced the impact of significant changes in global customs and duty rates for footwear and apparel products, including, but not limited to, higher tariffs for importing

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apparel from China into the US and the implementation of the Vietnam-European Union Free Trade Agreement and customs impact from Brexit.

In August 2025, a fixed reciprocal import tariff by the US of 20% on Vietnam, applied in addition to the existing 20% import tariff in Vietnam, became effective, which has increased and is expected to continue to increase the costs of products we source from outside the US and subsequently sell within the US. New proposals to implement new tariffs or other trade restrictions in the US or other jurisdictions, or to increase global customs and duty rates could negatively impact our business. There remains significant uncertainty and confusion within the business environment and the broader US trade framework, and any judicial rulings or executive or legislative action, including the imposition of new tariffs under alternative statutory authorities or modifications to existing trade measures could increase our costs, disrupt our sourcing strategy, or otherwise adversely affect our business, financial condition and results of operations. In line with our ambition to be the most premium global sportswear brand, we continuously assess our global pricing strategy within the movements of the industry and take action where appropriate to maintain our premium brand positioning.

Seasonality

On operates two product seasons, spring-summer, which goes from January to June, and fall-winter, which goes from July to December. Each season is characterized by new product launches typically in the first quarter of a product season (i.e. Q1 and Q3). On generally has a higher proportion of net sales in the second half of the fiscal year compared to the first half of our fiscal year due to the phasing of our product seasons and seasonality of demand. In 2025 and 2024, the second half of our fiscal year represented 51% and 54% of our annual net sales, respectively.

Foreign exchange

We are exposed to fluctuation in foreign exchange on various transactions. We have experienced in fiscal year 2025, and expect to continue to experience, increased foreign exchange rate volatility, which we attribute, in part, to the uncertainty surrounding the global trade environment and to other macroeconomic conditions. In 2025 and 2024, we generated 99% and 98% of our net sales, respectively, in currencies other than CHF. Refer to "Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources" section above, and to note 5.2 Foreign currency risk below, for more details on foreign exchange and our foreign exchange exposure.

Share-based compensation expenses

As a public company, we granted and we will continue to grant share-based compensation awards to members of senior management, other selected employees, our extended founder team, and non-executive members of our board of directors. For the twelve-month periods ended December 31, 2025 and 2024, we recognized share-based compensation expenses of CHF 62.6 million and CHF 71.5 million, respectively, primarily in connection with our LTIP 2021 equity incentive plan.

Macroeconomic conditions

We are subject to risks and exposures from the evolving global macroeconomic environment, including supply chain disruptions, economic uncertainty, consumer spending, the imposition of tariffs or trade restrictions, including the tariffs imposed by the US, inflation, and resulting fears of potential economic slowdowns or recessions, all of which may increase the cost of our products and other operational costs, and negatively impact customer demand, consumer spending, and our ability to manage inventory.

Cost Inflation

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We and other companies in our industry are and will continue to be affected by inflation rates across geographies, which impact manufacturing related costs, labor expenses, shipping costs, and other areas of our business. We continue to work to mitigate the price increases on products with our strong partner relationships. We seek to continue to diversify our production partners and supplier network to reduce our reliance on single-partner relationships, and provide further mitigation against inflationary price impacts. Labor expenses have also been subject to inflationary pressures due to various external factors, including a generally high interest rate environment, which On seeks to continue to proactively mitigate through long-term partner relationships, diversification of vendors, and assessing our global pricing strategy and taking action where appropriate to maintain our premium brand positioning.

E. Critical Accounting Estimates

On Holding AG prepares its consolidated financial statements in accordance with IFRS Accounting Standards. For more information about the critical accounting estimates and judgments, see note 1.5 Significant accounting judgments, estimates, and assumptions of our consolidated financial statements for the fiscal year ended December 31, 2025.

Recently Adopted Accounting Pronouncements

See note 1.4 New and amended standards and interpretations of the consolidated financial statements for the year ended December 31, 2025, included elsewhere in this Annual Report for more information on recently adopted accounting pronouncements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

This section presents information about our executive officers and directors at December 31, 2025. The current business addresses for our directors and executive officers is Förrlibuckstrasse 190, 8005 Zurich, Switzerland.

Biographical information concerning the members of the executive officers and directors

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David Allemann is a Co-Founder of On and has served as Executive Co-Chairman since April 2021. In partnership with the other Co-Founders and the CEO, David guides the Company’s long-term strategy, product innovation, and brand development. Since On’s inception in 2010, David has played a pivotal role in the Company’s operational history, establishing the initial production and supply chain infrastructure in Asia. He was also instrumental in defining the brand’s distinct design identity and driving the expansion of the Direct-to-Consumer (DTC) business. Prior to On, David served as Chief Marketing Officer for the design furniture brand Vitra (2006-2010). His earlier career includes leading the advertising agency Young & Rubicam in Switzerland as Managing Director and advising global clients in sports, internet, and media as a strategy consultant at McKinsey & Company. David currently serves on the board of the business association Economiesuisse, and the Swiss Institute for Contemporary Art in New York. He holds a Master of Law degree from the University of Zurich and completed the Advanced Management Program (AMP) at INSEAD.

Caspar Coppetti is a Co-Founder of On and has served as Executive Co-Chairman since April 2021. Previously serving as Chairman and Global Sales Director since the Company’s inception, Caspar leads On as part of the Co-Founder and CEO partnership, driving strategic vision and operations. He has been instrumental in the Company’s global expansion, building the global sales organization and distribution network during On’s critical early growth phases. Currently, his leadership is focused on strategy, R&D, and the commercialization of new manufacturing technologies, such as LightSpray. Before co-founding On, Caspar served as Managing Partner and Chief Strategy Officer for the brand agency Young & Rubicam (2004-2010) and worked as a Management Consultant at McKinsey & Company. He serves as the President of the jury for the Swiss Economic Award and is the Chairman of the Board of InnHub La Punt AG. Caspar holds a Dr. Oec. Diploma from the University of St. Gallen.

Olivier Bernhard is a Co-Founder of On and has served as an Executive Board Member since January 2010. As a former world-class athlete, Olivier brings distinct athletic insight to the partnership leadership team, influencing product creation and marketing strategies. He was instrumental in conceptualizing the Company’s initial "running on clouds" technology and developing the proprietary CloudTec® system. Today, his focus remains on exploring and prototyping future performance technologies and overseeing the Company's athlete partnership program and sports marketing initiatives. Prior to On, Olivier was a professional triathlete and duathlete (1993-2005), achieving three World Championship titles, one European title, and 15 Swiss Championship titles. This competitive background serves as the foundation for the Company's performance engineering and design philosophy.

Martin Hoffmann serves as Chief Executive Officer and Chief Financial Officer. He assumed the role of sole CEO in July 2025, following his tenure as Co-CEO since January 2021. Operating in partnership with the Co-Founders, Martin drives the Company's strategic vision and operational execution. Since joining On in 2013 as CFO, he has been instrumental in the Company's global expansion and financial strategy, playing a central role in delivering key milestones including the 2021 initial public offering on the NYSE and the scaling of global operations to support sustained growth. Prior to joining On, Martin served as the Chief Financial Officer of Valora Retail, a publicly traded European retail company (2009-2013), and worked in strategic business management consulting at CTcon GmbH. Martin holds a diploma in Business Management and Computer Science from the University of Kaiserslautern.

Alex Pérez has served as a member of the Board of Directors since December 2016. He currently chairs the Nomination and Compensation Committee (since May 2022) and has been a member of the Audit Committee since February 2017. Alex brings extensive business experience in the financial industry and capital management to the Board. He is the Founder and Managing Partner of Point Break Capital Management LLC, an investment management firm established in 2012. Prior to founding Point Break, Alex was a founding partner of the global investment firm 3G Capital (2002-2011).

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His earlier executive experience includes serving as CFO of São Carlos Empreendimentos and as a Private Equity Analyst for GP Investments. Alex holds a B.S. in Economics from the University of Rio de Janeiro and an M.B.A. from the Fundação Getúlio Vargas.

Amy Banse has served as a member of the Board of Directors since September 2021 and sits on the Nomination and Compensation Committee. Amy brings extensive executive leadership experience to the Board, with a specific focus on investing in and building businesses within the global media and technology sectors. She spent over thirty years at Comcast Corporation, most recently serving as Senior Adviser to the executive committee, including its venture capital arm, Comcast Ventures. Previously, Amy held dual roles as Executive Vice President of Comcast Corporation and Managing Director and Head of Funds at Comcast Ventures (2011-2020). She also served as President of Comcast Interactive Media, where she led the company’s digital strategy. Amy currently serves on the boards of Adobe Inc., Lennar Corporation, and Anchor Group, Inc. She holds a B.A. from Harvard University and a Doctor of Law degree from Temple University Law School.

Dennis Durkin became a member of the Board of Directors and Chairman of the Audit Committee in May 2022, having previously supported the Company’s strategic direction as a Board Observer since September 2021. Dennis brings decades of experience in scaling global interactive entertainment and digital ecosystems to On. He joined the Board following a distinguished career at Activision Blizzard Inc. (ATVI), where he served as Chief Financial Officer and President of Emerging Businesses until his retirement in May 2021. During his tenure at ATVI, which began in 2012, Dennis played a pivotal role in the company's operational evolution, serving as Chief Corporate Officer (2017-2019) and Chief Financial Officer (2012-2017). Prior to Activision, Dennis spent over a decade at Microsoft Corporation (1999-2012), where he helped shape the digital landscape as Corporate Vice President and Chief Operating and Financial Officer of the Interactive Entertainment Business. In this role, he drove financial and operational strategy for the Xbox and Xbox Live businesses. He began his career as a financial analyst at Alex. Brown and Company. Dennis holds a B.A. in government from Dartmouth College and an M.B.A. from Harvard University.

Laura Miele became a member of the Board of Directors and the Audit Committee in May 2024, following her tenure as a board consultant (August 2023-April 2024). Laura brings extensive expertise in managing complex digital transformations and building large-scale consumer communities. She currently serves as President of Electronic Arts ("EA") Entertainment & Central Development, where she leads EA’s vast portfolio of licensed and owned IP along with the company’s central development services. Prior to her current role, Laura served as Chief Operating Officer for EA. Over the past decade, she has played a key role in executing several structural transformations, including leading the company’s pivot to digital delivery, expanding into new consumer demographics, and actively growing EA’s player network. She possesses broad international experience overseeing commercial, creative, and central technology teams. Laura is a Governor of the British Film Institute (appointed 2022), a member of the NAACP Entertainment Advocacy Council, and an Advisory Board Member for The Game Awards. She previously served on the board of the Silicon Valley Community Foundation.

Helena Helmersson has served as a member of the Board of Directors since May 2025 and sits on the Nomination and Compensation Committee. Helena brings profound leadership experience in global business operations, with a specific focus on sustainability and supply chain management within the fashion and retail industries - areas that are central to On’s mission. Prior to joining the Board, Helena served as the Chief Executive Officer of H&M Group, a global fashion and design company, from January 2020 to January 2024. Her leadership path at H&M was defined by operational rigor and environmental advocacy; she served as Chief Operating Officer (2018-2020), Global Head of Production (2015-2018), and Head of Sustainability (2010-2014), where she led the company’s environmental and social initiatives. She originally joined H&M in 1997, holding various positions of increasing responsibility in buying and production. Helena also serves as chairperson of the textile recycling company Circulose,

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a board member of the digital training company Quizrr, and a board member of the global fashion retailer, Mango. She holds a Master of Science degree in International Business from Umeå University, Sweden.

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B. Compensation

Principles of the Compensation of the Board of Directors and Executive Management

For the year ended December 31, 2025, the aggregate compensation accrued or paid to our executive officers for services in all capacities to the Company and its subsidiaries was CHF 19.3 million, including CHF 12.7 million in share-based compensation and CHF 1.7 million in short-term employee benefits including base salary, annual cash bonus as well as health care plans, insurance, car allowances or equivalent contributions. The amount set aside or accrued by us to provide pension, retirement or similar benefits to our executive officers amounted to a total of CHF 4.9 million in the year ended December 31, 2025.

For the year ended December 31, 2025, the aggregate compensation accrued or paid to the members of our board of directors for services in all capacities to the Company and its subsidiaries was CHF 1.2 million.

We incorporate by reference into this Annual Report the information included in the sections labeled “Board of Directors Compensation” and “Executive Officers Compensation” of Exhibit 99.2 to our report on Form 6-K filed with the SEC on March 3, 2026, which includes disclosure of compensation on an individual basis as well as information on the applicable equity incentive and cash bonus plans underlying the compensation accrued or paid to our executive officers.

Pursuant to Swiss law, we are required to submit the aggregate amount of compensation of our board of directors and the aggregate amount of compensation of our executive officers to a binding say-on-pay vote by our shareholders.

C. Board Practices

Board of Directors

Our board of directors is composed of eight members. Each director is elected for a term ending at the next annual general meeting of shareholders. The current term of all of our directors will end at our next annual general meeting of shareholders in May 2026, at which time reelection will be possible. There are no family relationships among any of our directors or executive officers. None of our non-executive directors have entered into service contracts with the Company or any of its subsidiaries providing for benefits beyond their elected term.

We are a foreign private issuer under the rules of the SEC and in accordance with the NYSE listing standards, we rely on home country governance requirements and certain exemptions thereunder rather than on the stock exchange corporate governance requirements. For an overview of our corporate governance principles, see “Item 10. Additional Information - Memorandum and Articles of Association.”

Committees

Audit Committee

The audit committee currently consists of Dennis Durkin (chairman of the audit committee), Alex Pérez and Laura Miele. The primary functions of the audit committee include overseeing our accounting and financial reporting processes, system of internal controls over financial reporting, risk management processes and the audits of our financial statements. In addition, the audit committee is also directly responsible for the selection and nomination of our independent registered public accounting firm for election by the general meeting of shareholders, as well as the supervision and compensation and oversight of the work of our external auditors, including evaluation regarding external auditors' fulfillment of the necessary qualifications and independence. The audit committee is also responsible for reviewing, approving or ratifying any related party transactions. The board of directors has determined that each of

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Dennis Durkin, Alex Pérez and Laura Miele is considered an “audit committee financial expert,” as such term is defined in the rules of the SEC. Our board of directors has also determined that each of Alex Pérez, Dennis Durkin and Laura Miele satisfy the "independence" requirements set forth in Rule 10A-3 of the Exchange Act and NYSE listing standards.

Nomination and Compensation Committee

The nomination and compensation committee, which consists of Amy Banse, Helena Helmersson and Alex Pérez (chairman of the nomination and compensation committee), supports our board of directors by preparing and periodically reviewing our compensation policies and principles and the performance criteria related to compensation, as well as periodically reviewing their implementation. The nomination and compensation committee also submits proposals and recommendations to our board of directors regarding the individual compensation of members of our board of directors and our executive officers, and prepares proposals to the annual general meeting of shareholders regarding the aggregate compensation of the members of the board of directors and our executive officers. The nomination and compensation committee may submit proposals to the board of directors on other compensation-related matters as well. Swiss law requires that we have a compensation committee, so in accordance with the NYSE listing standards, we follow home country requirements with respect to the compensation committee. As a result, our practice varies from the NYSE listing standards, which set forth certain requirements as to the responsibilities, composition and independence of compensation committees for domestic issuers. Swiss law requires that our board of directors submit the aggregate amount of compensation of all members of our board of directors and of all executive officers to a binding shareholder vote every year. The members of the nomination and compensation committee were elected at our last AGM held on May 22, 2025, for a term until the next annual general meeting of shareholders, and the members of the nomination and compensation committee will be elected annually by our annual general meeting of shareholders. The board of directors appoints the chair of the nomination and compensation committee and fills any vacancies until the following annual general meeting of shareholders.

D. Employees

Our strongest asset is our team. We have been able to attract, retain and motivate individuals with a diverse background and skills that together build high performing teams. The exceptional individuals that work at On are carefully assessed through a robust interview process and developed throughout their journey at On. We endeavor to incentivize individuals based on their impact and contribution to On through a total rewards package and other incentives.

Our spirits call on each of our team members to care for each other and our customers. We believe that innovative solutions are best achieved by diverse teams collaborating together. Diversity of thoughts, backgrounds, perceptions and ideas helps us create the technologies and innovations and helps our business thrive.

We partner with suppliers who share our commitment to ethical business conduct, fair labor practices, proven environmental, health, and safety practices and environmental sustainability. We recognize the importance of eliminating forced labor within the supply chain. Our supplier code of conduct prohibits the use of forced labor, and we will not knowingly conduct business with vendors or factories that use forced labor. We condemn human trafficking and abuse of child labor. We expect all of our vendors and suppliers to conduct sufficient due diligence in their supply chains to ensure compliance with our vendor code of conduct. We continue to expand our due diligence activities and vendor engagement and training on this important issue. We are subject to, and comply with, local labor law requirements in all countries in which we operate. Within On, the relationship with our team members is considered positive and we have not experienced any work stoppages.

The number of employees by geographic location as of the end of the period for our fiscal years ended December 31, 2025, 2024 and 2023 was as follows:

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E. Share Ownership

The information set forth under "Item 6. Directors, Senior Management and Employees - Compensation” and "Item 7. Major Shareholders and Related Party Transactions” is incorporated by reference.

F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

Security Ownership

The following table presents information relating to the beneficial ownership of our Class A ordinary shares and Class B voting rights shares as of December 31, 2025:

•each person, or group of affiliated persons, known by us to own beneficially 5% or more of     our outstanding Class A ordinary shares or Class B voting rights shares;

•each of our executive officers and directors; and

•all executive officers and directors as a group.

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Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person.

The percentage of outstanding Class A ordinary shares and Class B voting rights shares beneficially owned is computed based on 296,873,353 Class A ordinary shares and 341,241,680 Class B voting rights shares outstanding as of December 31, 2025. Class A ordinary shares or Class B voting rights shares that a person has the right to acquire within 60 days of December 31, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. The numbers and percentages below will not foot due to the unique calculus required by Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Unless otherwise indicated below, the business address for each beneficial owner is On Holding AG, Förrlibuckstrasse 190, 8005 Zurich, Switzerland.

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(1)    As of December 31, 2025, FMR LLC had sole voting and dispositive power over 29,680,136 Class A ordinary shares, based on a Form 13F filed with the SEC on February 17, 2026. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. This information is based on a Schedule 13G/A filed with the SEC on July 8, 2025, except as otherwise noted.

(2)    Consists of (i) 19,712,048 Class A ordinary shares held by CHL Investment Fund Ltd. ("CHL") and (ii) 121,923 Class A ordinary shares beneficially owned by Mr. Sicupira's spouse, of which Mr. Sicupira may be deemed to share beneficial ownership. CHL is an investment fund, which is ultimately beneficially owned by Mr. Sicupira. The address for Mr. Sicupira is Attn. Mr. Filipe Romao - Uria Menendez, Praca Marques de Pombal, 12, 1250-162 Lisbon, Portugal. The address for CHL is Goodman's Bay Corporate Centre, 2nd Floor, 309 West Bay Street, PO Box SP61567, Nassau, Bahamas. This information is based on a Schedule 13G filed with the SEC on October 31, 2024.

(3)    As of December 31, 2025, (i) Morgan Stanley had shared voting power over 18,120,980 Class A ordinary shares and shared dispositive power over 19,166,610 Class A ordinary

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shares and (ii) Morgan Stanley Investment Management Inc. had shared voting power over 17,838,580 Class A ordinary shares and shared dispositive power over 18,876,026 Class A ordinary shares. The securities reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The address of Morgan Stanley and Morgan Stanley Investment Management Inc. is 1585 Broadway New York, NY 10036. This information is based on a Schedule 13G filed with the SEC on February 12, 2026.

(4)    Consists of 18,002,457 Class A ordinary shares held by MAAI Ltd. ("MAAI"). MAAI is a company controlled by Marc Lemann. The address for Marc Lemann is Rua Dr. Renato Paes de Barros, 1017, 15th floor, Sao Paulo – SP, Brazil CEP 04530-001. The address for MAAI is C/O BVC Services Ltd., Bahamas Financial Centre, 2nd Floor, Shirley & Charlotte Streets, PO Box N-1175, Nassau, The Bahamas. This information is based on a Schedule 13G filed with the SEC on December 30, 2021.

Significant Changes in Ownership

According to a Schedule 13G/A filed with the SEC on November 14, 2025, AllianceBernstein L.P. no longer beneficially own more than 5% of our Class A ordinary shares.

To our knowledge, and based on Section 13 filings with the SEC, other than as disclosed in the table above, our other filings with the SEC and this Annual Report, there have been no other significant changes in the percentage ownership held by any major shareholder during the past three years.

Holders

As of December 31, 2025, we had 7 shareholders of record. We estimate that as of December 31, 2025, approximately 96% of our outstanding Class A ordinary shares are held by 2 US record holders. This estimation takes into account that any Class A ordinary shares held by the executive officers shown in the table above are not held by a US holder. Since some of the shares are held by nominees, the number of shareholders may further not be representative of the number of beneficial owners.

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B. Related Party Transactions

The following is a description of certain related party transactions we have entered into since January 1, 2023 with any of our executive officers, directors or their affiliates and holders of more than 5% of any class of our voting securities in the aggregate, which we refer to as related parties, other than compensation arrangements which are described under "Item 6. Directors and Senior Management.”

Related Person Transaction Policy

Our related person transaction policy states that any related person transaction must be reviewed and approved or ratified by our audit committee or board of directors. In determining whether to approve or ratify a transaction with a related person, our audit committee or board of directors will consider all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to us, the opportunity costs of an alternative transaction, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our audit committee or board of directors will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

Upon the effective date of the Swiss corporate law reform (see “Item 3 – Key Information – D. Risk Factors, - VI. Risk associated with securities market and ownership of our Class A ordinary shares – (iv) Swiss corporate law”), the members of the board of directors and the executive committee will be required to immediately and fully inform the board of directors about conflicts of interests concerning them. The board of directors will furthermore be required to take measures in order to protect our interests.

Employment Agreements

In connection with the completion of our public offering in 2021, we entered into employment agreements with certain of our executive officers. Each of these agreements provide for a base salary and annual performance cash bonus opportunity (with target and maximum bonus opportunities), as well as participation in certain pension and long-term equity incentive plans and certain other benefits. These agreements generally require 12 months advance notice of termination. The employment agreements also provide for covenants not to compete against us or solicit our employees or customers during employment and for a period of up to one year following termination of employment. We will be required to pay our executive officers compensation for their covenant not to compete with us following termination of employment.

In connection with the departure of (now former) Co-CEO Marc Maurer, the Company entered into a termination agreement under which the parties agreed to terminate his employment agreement effective March 31, 2026. Pursuant to this agreement, the one-year post-termination non-compete covenant was waived. Consequently, no compensation is required to be paid in consideration for this covenant.

Indemnification Agreements

We have entered into indemnification agreements with our executive officers and directors. The indemnification agreements and our amended and restated articles of association require us to indemnify our executive officers and directors to the fullest extent permitted by law.

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Shareholders’ Agreement

We have entered into a shareholders’ agreement with our extended founder team1 in connection with our IPO in 2021. Pursuant to the terms of the shareholders’ agreement, the members of our extended founder team have agreed to vote together on those matters that will be put for a vote in our shareholders’ meetings. In particular, if with regard to a specific matter at least 50% or more of the extended founder team and the simple majority of the voting rights of the extended founder team represented at the meeting of the extended founder team resolve to vote in a specific manner, each member of the extended founder team would be required to vote at the shareholders’ meeting on such matter accordingly. If at the meeting of the extended founder team no such quorum is reached, the extended founder team would be required to vote (i) for the motions of the board of directors of the Company at the shareholders’ meeting as set forth in the invitation to such meeting, or (ii) if a motion is requested by a shareholder, according to the recommendations of the board of directors (except for elections to the board of directors, as to which the extended founder team may vote individually).

Moreover, pursuant to the terms of the shareholders’ agreement, the members of the extended founder team are required to vote for a conversion of all Class B voting rights shares into Class A ordinary shares no sooner than 13 months and no later than 24 months following the occurrence of any of the following events, which we refer to as the “general sunset events”:

•the extended founder team ceases to hold at least 65% of the aggregate number of Class B voting rights shares held by them immediately following our IPO; or

•fewer than two of the initial holders of Class B voting rights shares continue to hold Class B voting rights shares.

In addition to the general sunset events, the shareholders’ agreement includes additional restrictions that apply individually to each member of the extended founder team. In particular, the shareholders’ agreement also provides for “individual sunset events,” which include the following events:

•an individual member of the extended founder team ceases to hold at least 65% of the number of Class B voting rights shares held by such individual immediately following our IPO;

•a member of the extended founder team is subject to a final non-appealable conviction for fraud, theft, misappropriation and/or criminal mismanagement against the Company and/or its controlled affiliates; and

•a member of the extended founder team dies or is incapacitated in a manner that causes such member to permanently, but not temporarily, be unable to exercise such member’s function as an executive or board member.

In each case, such member (or such member’s heirs) would be required to offer his Class B voting rights shares for sale to the other members of the extended founder team, or request conversion of the Class B voting rights shares into Class A ordinary shares no sooner than 13 months and no later than 24 months following the occurrence of such individual sunset event.

The shareholders’ agreement provides that as long as a co-founder continues to hold at least 65% of the number of Class B voting rights shares held immediately following our IPO, such co-founder shall be entitled to a seat on the board of directors of the Company and that the members of the extended founder team undertake to vote for such co-founder’s election or re-election (as applicable) to the board of directors of the Company, subject to limited exceptions, including in the case of certain criminal convictions.

1 Up until March 31, 2025, our extended founder team included Marc Maurer, former co-CEO.

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In addition, the shareholders’ agreement also provides members of our extended founder team with a right of first refusal to purchase shares of Class B voting rights shares that are intended to be sold or transferred by other members of our extended founder team, subject to certain exceptions.

Conversion of Class B voting rights shares into Class A ordinary shares requires approval at a general meeting of shareholders. If such conversion is approved, ten (10) Class B voting rights shares will be converted into one (1) Class A ordinary shares. The conversion ratio is strictly based on the different par value of the shares and there will be no separate consideration for the increased voting right power of the Class B voting rights shares. If the conversion is not approved at the general meeting of shareholders, the holder of the Class B voting rights shares may sell such shares to any third party (subject to compliance with applicable law).

Following his departure from an active role at the Company, Marc Maurer ceased to be a party to the shareholders’ agreement following the Company's 2025 Annual General Shareholder's Meeting on May 22, 2025 ("2025 AGM"). A portion of his Class B shares were acquired by the other members of the extended founder team, and the remaining portion was converted into Class A ordinary shares following approval by shareholders at the 2025 AGM.

Other Related Party Transactions

For additional information on related party transactions, see Note 6.5 Related parties in the Company’s annual consolidated financial statements contained in this Annual Report.

C. Interests of Experts and Counsel

Not applicable.