A. History and Development of the Company Our legal name is On Holding AG, but most people know us simply as On, our commercial name. We were founded as On AG in 2010. In 2012, On Holding AG, a limited company, was incorporated in Switzerland in accordance with Swiss law and became the ultimate holding company of our consolidated group. Our principal office is located at Förrlibuckstrasse 190, 8005 Zurich, Switzerland, and our telephone number is +41 44 225 1555. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. More information about us can be explored on our website: www.on.com. The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report on Form 20-F and should not be relied upon when making investment decisions regarding our Class A ordinary shares. In 2021 we took a big step, we completed our initial public offering and listed our Class A ordinary shares on the New York Stock Exchange ("NYSE") under the symbol "ONON". Since then, we have continued to scale our premium brand and broaden our global presence across the Americas, EMEA and Asia-Pacific, supported by strong momentum across channels and product categories. Our reports filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC") are available, on the SEC's website at www.sec.gov and on our investor relations website at investors.on.com. As described elsewhere in our Annual Report, On’s capital expenditures follow our strategic priorities and support our ambition to build the most premium global sportswear brand. For the fiscal years 2023, 2024 and 2025, our principal capital expenditures related to the expansion of our owned retail network, investments in innovation and IT, and the growth of our global office infrastructure. These expenditures were financed primarily with existing cash on hand and proceeds from our initial public offering. We are also making significant investments in our distribution infrastructure, including advanced automation technology, as part of our broader effort to strengthen operational excellence. In previous years, we have signed lease agreements for highly-automated warehouses in Atlanta (USA) and Beringen (Belgium). A portion of these lease obligations has already been funded primarily through operating cash flow and existing cash on hand, and we expect the remaining lease obligations to be funded in the same manner. Our warehouse in Atlanta ("Atlanta warehouse") is fully operational and our Beringen warehouse ("Belgium warehouse") is expected to be fully operational in 2026. These agreements were entered into to facilitate our multi-channel growth in North America and Europe and lower our handling cost over time through automation. B. Business Overview Born in the Swiss Alps, On's mission is to ignite the human spirit through movement. From the products we make to the stories we tell, it comes down to a feeling. Since our market launch in 2010, we have delivered innovative and premium footwear, apparel and accessories that elevate the sensation of movement across running, outdoor, training and tennis, as well as everyday activities. Today, millions of individuals around the world move with On because they feel the difference of our innovative technologies, such as our award-winning CloudTec and LightSpray. We believe we are among one of the fastest growing scaled sportswear brands globally. What sets us apart? Our premium products are built on athlete-validated performance, function-first design and a commitment to sustainability. Every step of our technical product innovation is guided by our belief that performance is a feeling. Whether it’s racing towards gold or powering through the everyday, On as a brand is built to inspire. Because we believe incredible things happen when people move. With our mission guiding us forward, we remain committed to our vision to be the most premium global sportswear brand. We believe this positioning has supported sustained strong financial momentum. For the fiscal years 2025, 2024, and 2023 we generated net sales of CHF 3,014.0 million, CHF 2,318.3 million, and CHF 1,792.1 million, respectively, representing 30.0% and 29.4% year-over-year growth. Table of Contents The following table presents net sales by sales channels: Fiscal year ended December 31, (CHF in millions) 2025 2024 2023 Wholesale 1,753.4 1,375.5 1,120.3 Direct-to-Consumer 1,260.5 942.8 671.8 Net sales 3,014.0 2,318.3 1,792.1 The following table presents net sales by region (based on the location of the customers): Fiscal year ended December 31, (CHF in millions) 2025 2024 2023 Americas 1,740.1 1,480.3 1,162.2 EMEA 762.7 577.8 488.7 Asia-Pacific 511.1 260.2 141.1 Net Sales 3,014.0 2,318.3 1,792.1 The following table presents net sales by product groups: Fiscal year ended December 31, (CHF in millions) 2025 2024 2023 Shoes 2,804.4 2,199.6 1,711.4 Apparel 169.9 101.0 68.9 Accessories 39.6 17.7 11.8 Net sales 3,014.0 2,318.3 1,792.1 Our products All our products are engineered in Switzerland, where our in-house research and development teams lead the innovation, engineering, design, development and testing of our footwear, apparel and accessories. Our products are designed for athletic performance across running, outdoor, training and tennis, and alongside these performance ranges we have built a strong all-day offering. This all-day range reflects the same Swiss design principles, heritage and aesthetic that define our brand and is grounded in our mission to ignite the human spirit through movement. Performance innovation remains central to our identity. Our proprietary technologies, including CloudTec, CloudTec Phase, Helion superfoam, Speedboard and LightSpray, play a key role in delivering distinctive performance benefits across our product range. We validate many of these technologies at the pinnacle of sport through athletes competing at the highest level. Insights from this elite testing flow directly into our broader footwear franchises, which serve millions of runners and active consumers around the world. We continue to advance the use of renewable and recycled materials in our products. This includes recycled polyesters and polyamide, synthetic leather, and organic cotton. Our sustainability Table of Contents focus is reflected in the introduction and now the scaling of our LightSpray™ technology, which fuses robotics and materials innovation to streamline manufacturing into a minimal-waste process. In recent years, we have expanded from a footwear-led business into a full sportswear brand. We aim to scale our apparel business significantly in the coming years, with each vertical offering complete head-to-toe looks. Our Training vertical is the first to be centered predominantly around apparel, underscoring our commitment to building a holistic and premium sportswear portfolio. Our footwear, apparel and accessories span these verticals and are offered through a diverse range of distribution and marketing channels, including run specialty, general sporting goods, outdoor and lifestyle retailers, as well as our own DTC channels. Across all categories, our products are rooted in performance innovation and engineered to meet the needs of athletes and active consumers. Our Channels We connect with our global communities through our wholesale and direct-to-consumer (“DTC”) channels. Together, these channels expand our reach, build brand momentum and deepen engagement with our fans. For the fiscal years 2025 and 2024, our wholesale channel accounted for 58.2% and 59.3% of our net sales, respectively, while our DTC channel contributed 41.8% and 40.7% of our net sales, respectively. Table of Contents Wholesale Our wholesale channels let us meet new communities where they’re already shopping, strengthening our presence and building brand awareness in key markets. Our approach to wholesale partnerships, both who we work with and how, is thoughtful. We focus on partners that share our values, so we can reach new consumers in a way that preserves and enhances our brand equity, and our expansion follows a controlled, disciplined approach. Our network spans run specialty, general sporting goods, outdoor, luxury and street fashion retailers. With every partner, we seek to emphasize premium presentation with curated assortments, strong placement, and, where it makes sense, dedicated On shop-in-shops that bring the brand to life. We see it as teamwork. Our wholesale partnerships are close, collaborative relationships, which enable effective planning to support inventory management and strong sell-through – reflecting a shared commitment to delivering a high-quality consumer experience. Direct-to-Consumer (“DTC”) When people step into our DTC channels, they get to experience On in its fullest expression. Our owned retail stores and our global e-commerce platform offer premium access to our products and stories that helps us build deeper relationships with our fans. Launched in 2012, our e-commerce platform brings On to consumers worldwide, offering a broad product assortment in a seamless digital environment. It also provides meaningful insight into their preferences, fueling our broader commercial and product strategies. Our owned retail stores take this further with immersive physical environments where product, design and community come together in a premium experience. As of December 31, 2025, our global footprint consists of 67 retail locations across the Americas, EMEA and Asia-Pacific set-in premium, high-traffic areas. This includes 38 locations in China across key cities, including Hong Kong. In China, our stores are a mix of smaller format mall-based stores and standalone retail stores. We see each as an experiential hub where people can engage with and discover On, while also expanding our reach. Our Markets From day one, we built On with a global mindset. We expanded internationally within our first few years and now have a growing presence across major markets including China, Germany, Japan, the United Kingdom, and the United States. This early global expansion, combined with the scale of the global footwear and apparel market and the opportunity to further develop the premium segment within this, provides a strong foundation for our long-term growth ambitions. Table of Contents Americas We entered the US market in 2013 and opened our first US retail store in New York City in 2020. We have also expanded our footprint across the region, including Canada and Latin America. In 2025, the Americas represented 57.7% of our total net sales. The Americas is our largest region and a key driver of our global momentum. We are growing brand awareness and strengthening our omnichannel reach through top wholesale partnerships and expanding our network of owned retail stores. Cities like Austin, Miami, Palo Alto, and Washington, D.C. highlight our focus on hubs where demand for premium products is strong. EMEA We launched On in the EMEA region in 2010. After our start in Switzerland, we expanded across Europe, including Germany, the United Kingdom, France, Spain, Italy and other key markets. In 2025, it accounted for 25.3% of our total net sales. EMEA continues to offer substantial runway for growth. Over the past years, the region has seen accelerating brand awareness, with strong results in both established and newer markets. We seek to deepen our presence in underpenetrated areas such as the Nordics, as well as in the Middle East and Africa, where early consumer response has been encouraging. APAC We began building our presence in APAC through e-commerce and wholesale partners in 2013, followed by our first owned retail store in Tokyo in 2022. Today, the region includes China, Japan, South Korea and several Southeast Asian markets. In 2025, APAC accounted for 17.0% of our total net sales. The region has developed into one of our most dynamic growth engines, fueled by rising brand awareness and an expanding retail footprint. Specifically, China’s market structure lets us operate a larger store network than elsewhere, with 38 locations across key cities, including Hong Kong. In this market, our stores are a mix of smaller format mall-based stores and standalone retail stores. We also connect with consumers through our WeChat mini program and leading third-party marketplaces like Tmall and JD.com. We expect APAC, and China in particular, to remain an important share of our global retail presence and a major driver of future growth. Our Growth Strategies Our mission is to ignite the human spirit through movement. It shapes our culture, guides our decisions, and sets the direction for where we’re going next. From the products we make, to the stories we tell, to how we show up in our distribution channels, we bring performance, design, and impact together to inspire a feeling. This ambition drives our long-term vision, which we first shared at our 2023 Investor Day: to be the most premium global sportswear brand. Our strategy to deliver on this vision is built around three strategic growth pillars, each supported by the capabilities we believe will position us well for sustained growth. Table of Contents Our first pillar focuses on elevating our foundations. Running remains the heart of who we are. We're focused on growing our market share in this category by increasing brand awareness and deepening our connection with core running communities around the world. Here, product innovations like LightSpray remain central, reinforcing our performance credibility and advancing our sustainability progress. The second pillar centers on areas where we see substantial potential to expand our reach and depth in the coming years. We see significant potential to reach new fans through our premium multi-channel distribution model. This includes significantly growing our own retail presence. We also plan to expand rapidly in China, which remains one of our fastest-growing and most strategically important markets. The third pillar focuses on new areas where we can establish our brand to reach even more communities. We've seen our entrances into training and tennis significantly increase our addressable market and build on our authenticity in movement and performance. At the same time, we're building On into a full sportswear brand, delivering head-to-toe looks across both established and emerging product verticals. Sourcing and manufacturing We currently do not own or operate any significant manufacturing facilities. In 2025, we opened a production facility in Zurich, Switzerland to manufacture certain LightSpray products. Substantially all of our products, however, are currently supplied by third parties. We work with a focused network of fewer than 30 suppliers, with 6 partners accounting for approximately 70% of our production in 2025. Footwear is produced primarily by 10 suppliers, 8 of which are located in Vietnam and 2 in Indonesia. Our apparel and accessories are sourced from 16 suppliers across several countries including Vietnam, Turkey, China and Indonesia. To manage supplier concentration risk, we regularly explore alternative suppliers and maintain contingency plans to address potential disruptions. For example, our most popular footwear models are always manufactured by at least two suppliers to diversify production and minimize supply risk, while also encouraging competition based on quality and cost. When it comes to purchase orders from our primary suppliers, we carefully prepare capacity forecasts and we maintain purchase commitments for goods, work-in-progress and components. Additionally, we monitor supplier performance on delivery, quality, and sustainability, allocating volumes according to their capabilities and track record. We focus on long-term supplier relationships to ensure reliable manufacturing capacity and the technical know-how needed to produce our footwear, apparel and accessories at scale. All of our supplier agreements require adherence to our product specifications and quality assurance processes. To support, we have dedicated production and quality control teams present in the countries where we manufacture to identify and address any issues prior to shipment. Additionally, all suppliers must comply with our Supplier Code of Conduct, which covers working conditions as well as environmental, employment and sourcing practices. Competition We're in a competitive market driven by brand strength and recognition, product quality, technical innovation, design aesthetic, sustainability credentials, distribution strategy and price. On stands out within this landscape through our commitment to premium brand identity and a relentless focus on technical product innovation. We believe our ability to fuse high-performance technology, such as CloudTec and LightSpray, with design that resonates with everyday life allows us to compete effectively against larger incumbents and new entrants alike. Table of Contents We face direct competition from both wholesalers and direct sellers of athletic footwear and apparel. Primary competitors include established global sportswear companies and specialized performance brands, such as Nike, Inc., adidas AG, Under Armour, Inc., Brooks Sports Inc., Hoka One One (Deckers Outdoor Corporation), ASICS Corporation, New Balance Athletics, Inc., lululemon athletica Inc., Alo, LLC., Patagonia, Inc., Arc’teryx Equipment, Anta Sports Products Limited, and Li-Ning Company Limited. We believe our established presence as a top running brand in major markets validates our strategy. By continuing to win in performance and expanding our connection with our community, we believe we are well-positioned to capture further market share and drive sustained future growth. Intellectual Property Our long-term commercial success is connected to our ability to obtain and maintain intellectual property protection for our brand, products and technology, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties and prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. We seek to protect our investments made into the development of our products, technology, brand and design by relying on a combination of trademarks, patents, designs, copyrights, trade secrets, know-how, non-disclosure agreements, confidentiality agreements, invention assignment agreements, development agreements and other contractual rights. We use registered trademarks on nearly all of our products and believe having distinctive marks that are readily identifiable is an important factor in creating a market for our goods, in identifying our brands, and in distinguishing our goods from the goods of others. As of December 31, 2025, we own approximately 1,900 trademark registrations in over 100 different jurisdictions. We consider our trademarks such as On, the On logo, On Running, Cloudtec, Cloud and the Cloud family of marks, and the Cloud logo to be among our most valuable assets. The current registrations of these trademarks are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods and services. We own, maintain and file for numerous US and foreign utility and design patents relating to components, technologies, materials, features, functionality, and industrial and aesthetic designs used in and for the manufacture of various of our products. Assuming payment of all appropriate maintenance, renewal, annuity or other governmental fees, these issued patents and utility models, and any patents granted from such applications, if issued, are expected to expire between 2026 and 2050, without taking potential patent term extensions or adjustments into account. We continually review our development efforts to assess the existence and patentability of new intellectual property. The term of individual patents depends upon the legal term for patents in the countries in which they are granted. In most countries, including the US, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. In the US, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the US Patent and Trademark Office in examining and granting a patent. It may also be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date. We cannot be sure that our pending patent applications that we have filed or may file in the future will result in issued patents in any jurisdiction, and we can give no assurance that any patents that have been issued or might be issued in the future will protect our current or future products, will provide us with any competitive advantage, and will not be challenged, invalidated, or circumvented. Table of Contents Moreover, we rely, in part, on trade secrets to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. However, trade secrets can be difficult to protect. While we take steps to protect and preserve our trade secrets and our know-how, unpatented technology and other proprietary information, including by entering into intellectual property assignment agreements, non-compete agreements and confidentiality agreements and by maintaining physical security of our premises and physical and electronic security of our information technology systems, such measures can be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. As a result, we may not be able to meaningfully protect our trade secrets. For more information regarding the risks related to our intellectual property, refer to “Risk Factors—Risks Related to Our Intellectual Property and Information Technology.” Government Regulations Our business activities are global and are subject to various federal, cantonal, local, and foreign laws, rules and regulations. For example, substantially all of our import operations are subject to complex trade and customs laws, regulations and tax requirements such as sanctions orders or tariffs set by governments through mutual agreements or unilateral actions. In addition, the countries in which our products are manufactured or imported may from time to time impose additional duties, tariffs or other restrictions on our imports or adversely modify existing restrictions. Changes in tax policy or trade regulations, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations. For more information on the potential impacts of government regulations affecting our business, see "Item 3D—Risk Factors". C. Organizational Structure The following chart reflects our simplified organizational structure presenting main legal entities which are, directly or indirectly, 100% owned by On Holding AG (including the jurisdiction of formation or incorporation of the various entities). Table of Contents D. Property, Plants and Equipment Our tangible fixed assets are mainly comprised of trade and production tools, leasehold improvements in own retail locations and global corporate offices. We generally enter into long-term leases for our main facilities such as offices, warehouses and retail locations which we believe are in good condition and working order. The below table lists material tangible fixed assets, including leased properties. Location (city, country) Principal activity Total square meters in each city Range of lease expiration dates Zurich, Switzerland Corporate Headquarters / Innovation Lab 26,047 Dec.31, 2031 - Dec.31, 2035 Atlanta, USA Warehouse 95,274 May 31, 2035 Los Angeles, USA Warehouse 41,806 December 31, 2027 Beringen, Belgium Warehouse 22,600 December 31, 2026 Contern, Luxembourg Warehouse 6,000 December 31, 2026 Portland, USA Regional Office 5,330 October 31, 2034 Shanghai, China Regional Office 2,816 December 31, 2030 Berlin, Germany Regional Office 2,569 January 31, 2031 London, Shoreditch, UK Regional Office 1,841 March 13, 2034 New York, USA Regional Office 1,296 April 30, 2035 As of December 31, 2025, our global footprint consists of 67 retail locations. This includes 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 this market, our stores are a mix of smaller format mall-based stores and standalone retail stores. We are expanding our warehouse capabilities in Europe to facilitate our omnichannel growth and lower our handling cost over time through warehouse automation. As such, in the second quarter of 2023, On entered into a ten-year third-party logistics and warehouse services lease agreement in Belgium. This agreement will expand On's warehouse space in Europe by 40,000 square meters, which is expected to be ready for full use by the end of 2026. As such, On will move its warehouse operations to this new automated warehouse and decommission the current Luxembourg and Belgium locations. The highly automated warehouse in Atlanta, US, became fully operational in 2025, with the remaining 47,637 square meters becoming ready for use.