6-K

On Holding AG (ONON)

6-K 2025-05-13 For: 2025-03-31
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-40795

On Holding AG

(Exact name of registrant as specified in its charter)

Förrlibuckstrasse 190
8005 Zurich, Switzerland

Tel:+41 44 225 1555

Fax: +41 44 225 1556

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F Form 40-F

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

On Holding AG
By: /s/ Martin Hoffmann
Name: Martin Hoffmann
Title: Chief Financial Officer and Co-Chief Executive Officer

Date: May 13, 2025

INCORPORATION BY REFERENCE

This Report on Form 6-K (other than Exhibit 99.1 hereto) shall be deemed to be incorporated by reference into the registration

statements on Form F-3 (Registration No. 333-268852) and Form S-8 (Registration Nos. 333-259533 and 333-268853) of On

Holding AG and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or

reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit Number Description
99.1 Press Release dated May 13, 2025 - On Reports First Quarter 2025 Results
99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the First Quarter Ended March 31, 2025

Document

Exhibit 99.1

On Reports First Quarter 2025 Results

•Building on its strong global momentum, On achieves record quarterly net sales of CHF 726.6 million in the first quarter, growing by 43.0% year-over-year, 40.0% on a constant currency basis. The performance ahead of expectations is driven by On's successful multi-channel strategy, including continued exceptional momentum in the direct-to-consumer ("DTC") channel and strong demand from wholesale partners, with DTC and wholesale net sales growing 45.3% and 41.5%, respectively.

•The increased DTC share, accounting for 38.1% of On's total net sales in the quarter, supports the expansion of the brand's gross profit margin to 59.9%, up from 59.7% when compared to the same period in the prior year. On's ability to drive ongoing profitability is further visible in the net income margin of 7.8% and the significantly increased adjusted EBITDA margin of 16.5%, resulting from the continued focus on premium execution and operational efficiency gains.

•Following a strong start to the year and continued global demand for the On brand across channels, regions and products, the company raises its full-year 2025 net sales guidance, and now expects to reach at least 28% growth on a constant currency basis, equivalent to CHF 2.86 billion at current spot rates. On acknowledges that recent global trade policy shifts have introduced higher levels of planning uncertainty. The company now expects a gross profit margin in the range of 60.0% - 60.5% for the full year, and an adjusted EBITDA margin in the range of 16.5% - 17.5%.

•Supported by On's brand positioning and commitment to deliver on its premium brand promise, including the continuous evaluation of its pricing strategy within the marketplace, On remains confident in continuing to deliver strong operational profitability expansion.

•The successful launches of Cloudsurfer 2 and Cloud 6, coupled with strong traction across its apparel offering and impactful brand-building campaigns featuring high-profile talent like Zendaya, have driven global momentum for the brand. On’s focus on operational excellence and its continued global store rollout are elevating the premium experience for consumers at every touchpoint. With groundbreaking technologies like LightSpray™, On continues to dream big and redefine sportswear.

ZURICH, Switzerland, May 13, 2025 - On Holding AG (NYSE: ONON) (“On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” or “us”), has announced its financial results for the first quarter ended March 31, 2025.

Caspar Coppetti, Co-Founder and Executive Co-Chairman of On, said: “Building on our vision to be the most premium global sportswear brand, our first quarter results have exceeded our expectations and reflect the strong momentum of our brand across all channels, regions and product categories. Looking into the second quarter and beyond, we are energized by the global traction and cultural resonance of On as a head-to-toe sportswear brand. As we solidify our premium positioning in the marketplace, we will continue to focus on what differentiates us — combining performance and design with a constant thirst for innovations big and small."

Martin Hoffmann, Co-CEO and CFO of On, said: “We saw On's exceptional momentum from 2024 continue into 2025, delivering strong top-line growth in the first quarter, elevated further by product launches like the Cloud 6 and the Cloudsurfer 2. We are thrilled to see that the continued growing strength of our DTC channel as well as improved operational execution across our supply chain have further contributed to a significant profitability expansion. As we look ahead, we are confident that our commitment to bold innovation, operational excellence, and elevated consumer experiences will drive market share gains and further cement On’s global premium position, allowing us to navigate the higher levels of planning uncertainty in today’s market environment.”

Key Financial and Operating Metrics

Key financial and operating metrics for the three-month period ended March 31, 2025 compared to the three-month period ended March 31, 2024 include:

•    net sales increased by 43.0% to CHF 726.6 million, or by 40.0% on a constant currency basis;

•    net sales through the direct-to-consumer (“DTC”) sales channel increased by 45.3% to CHF 276.9 million, or by 42.4% on a constant currency basis;

•    net sales through the wholesale sales channel increased by 41.5% to CHF 449.7 million, or by 38.6% on a constant currency basis;

•    net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased by 33.6% to CHF 168.6 million, 32.7% to CHF 437.4 million and 130.1% to CHF 120.6 million, respectively;

•    net sales in EMEA, Americas and Asia-Pacific increased by 33.0%, 28.6% and 128.9% on a constant currency basis, respectively;

•    net sales from shoes, apparel and accessories increased by 40.5% to CHF 680.9 million, 93.1% to CHF 38.1 million and 99.2% to CHF 7.6 million, respectively;

•    net sales from shoes, apparel and accessories increased by 37.5%, 91.0%, 97.0% on a constant currency basis, respectively;

•    gross profit increased by 43.5% to CHF 435.3 million from CHF 303.3 million;

•    gross profit margin increased to 59.9% from 59.7%;

•    net income decreased by 38.0% to CHF 56.7 million from CHF 91.4 million;

•    net income margin decreased to 7.8% from 18.0%;

•    basic earnings per share (“EPS”) Class A (CHF) decreased to 0.17 from 0.28;

•    diluted EPS Class A (CHF) decreased to 0.17 from 0.28;

•    adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") increased by 54.8% to CHF 119.9 million from CHF 77.4 million;

•    adjusted EBITDA margin increased to 16.5% from 15.2%;

•    adjusted net income decreased to CHF 70.5 million from CHF 106.5 million;

•    adjusted basic EPS Class A (CHF) decreased to 0.22 from 0.33; and

•    adjusted diluted EPS Class A (CHF) decreased to 0.21 from 0.33.

Key financial and operating metrics as of March 31, 2025 compared to December 31, 2024 included:

•    cash and cash equivalents decreased by 5.7% to CHF 871.8 million from CHF 924.3 million; and

•    net working capital increased by 20.3% to CHF 600.1 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.”

Outlook

On continues to experience strong demand across channels, regions and product categories. The company looks to further build on this global brand momentum with an exciting product pipeline for the rest of the year.

Based on the ongoing brand strength as well as visibility on the order book for the remainder of the year, On increases its full-year net sales outlook, now expecting at least 28% net sales growth on a constant currency basis, corresponding to reported net sales of at least CHF 2.86 billion at current spot rates.

On acknowledges that recent global trade policy shifts have introduced higher levels of planning uncertainty, including the potential for increased customs and freight expenses, general volatility within the global supply chain, as well as the material depreciation of all key operating currencies against the Swiss Franc. On is embedding this higher degree of uncertainty in its outlook and as a result, now expects its gross profit margin to be in the range of 60.0% - 60.5% and its adjusted EBITDA margin in the range of 16.5% - 17.5% for the full year.

Supported by On's premium brand positioning, the company remains confident in its ability to navigate the current dynamic market environment. In line with its premium brand promise, On continuously assesses its global pricing strategy within the movements of the industry and takes action where appropriate to maintain its brand positioning.

The above guidance includes the additional United States tariffs in place during the current 90-day pause on the country-specific reciprocal tariffs.

Other than with respect to IFRS net sales and gross profit margin, On only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. As a result, we are not able to forecast with reasonable certainty all deductions needed in order to provide a reconciliation to net income. The above outlook is based on current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of risks and uncertainties, including those stated below and in our filings with the U.S. Securities and Exchange Commission (the "SEC").

Conference Call Information

A conference call to discuss first quarter results is scheduled for May 13, 2025 at 8 a.m. US Eastern time (2 p.m. Central European Time). Those interested in participating in the call are invited to dial the following numbers:

United States:        +1 646 307 19 63

United Kingdom:    +44 203 481 42 47

Switzerland:        +41 43 210 51 63

Conference ID: 9414365

Additionally, a live webcast of the conference call will be available on the Company's investor relations website and under the following link: https://events.q4inc.com/attendee/472656139. Following the conclusion of the call, a replay of the conference call will be available on the Company's website.

About On

On was born in the Swiss Alps in 2010 with the mission to ignite the human spirit through movement – a mission that still guides the brand today. Fifteen years after market launch, On delivers industry-disrupting innovation in premium footwear, apparel and accessories for high-performance running, outdoor, training, all-day activities and tennis. On’s award-winning CloudTec® and LightSpray™ innovation, purposeful design and groundbreaking strides within the circular economy have attracted a fast-growing global fan base – inspiring humans to explore, discover and Dream On.

On is present in more than 80 countries globally and engages with a digital community on www.on.com.

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 accordance with IFRS, these non-IFRS measures enhance investor understanding of our financial and operating performance from period to period, because they exclude share-based compensation which is not viewed by management as part of our ongoing operations and performance, 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 each non-IFRS measure to its most directly comparable IFRS measure.

As noted above, we do not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. The amount of these deductions may be material and, therefore, could result in projected net income being materially less than projected adjusted EBITDA. These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. Please see the risks and assumptions referred to in the Forward-Looking Statements section of this press release.

Net sales on a constant currency basis is a non-IFRS financial measure and should be viewed as a supplement to our results under IFRS. Net sales on a constant currency basis 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 results, to enhance the visibility of the underlying growth rate of net sales, excluding the impact of foreign currency exchange rate fluctuations.

Forward-Looking Statements

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “will,” “would,” and “should,” among others.

Among other things, On’s quotations from management in this press release and other written materials, as well as On’s strategic and operational plans, contain forward-looking statements. On may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management.

Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section titled “Risk Factors” in our Annual Report. These risks and uncertainties include factors relating to: the strength of our brand and our ability to maintain our reputation and brand image; our ability and the ability of our independent manufacturers and other suppliers to follow responsible business practices; our ability to implement our growth strategy; the concentration of our business in a single, discretionary product category, namely footwear, apparel and accessories; our ability to continue to innovate and meet consumer expectations; changes in consumer tastes and preferences including in products and sustainability, and our ability to connect with our consumer base; our ability to open new stores at locations that will attract customers to our premium products; our ability to compete and conduct our business in the future; health epidemics, pandemics and similar outbreaks; general economic, political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the on-going Russia-Ukraine or Israel-Hamas conflicts and on-going shipping disruptions in the Red Sea and surrounding waterways; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to successfully develop, implement, and scale our LightSpray™ technology and products developed using this technology; our ability to strengthen and grow our DTC channel; our ability to address climate related risks; our ability to execute and manage our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings, including investor and customer scrutiny; our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; supply chain disruptions, inflation and increased costs in supplies, goods and transportation; the availability of qualified personnel and the ability to retain such personnel, including our Executive Officers; our ability to accurately forecast demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel; changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; cybersecurity incidents and other disruptions to our information technology ("IT") systems; increased hacking activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine; our reliance on complex IT systems; our ability to adopt generative artificial intelligence ("AI") technologies in our operations; changes and contemplation of changes to trade policies, tariffs and import/export regulations in the United States and other jurisdictions; financial accounting and tax matters; our ability to maintain effective internal control over financial reporting; the potential impact of, and our compliance with, new and existing laws and regulations; other factors that may affect our financial condition, liquidity and results of operations; and other risks and uncertainties set out in filings made from time to time with the SEC and available at www.sec.gov, including, without limitation, our most recent reports on Form 20-F and Form 6-K. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

For investor and media inquiries

Investor Contact:

On Holding AG

Jerrit Peter

investorrelations@on.com

or

ICR, Inc.

Brendon Frey

brendon.frey@icrinc.com

Media Contact:

On Holding AG

Adib Sisani

press@on.com

Source: On

Category: Earnings

Consolidated Financial Information

Consolidated Interim Statements of Income (unaudited)

Three-month period ended March 31,
(CHF in millions) 2025 2024
Net sales 726.6 508.2
Cost of sales (291.3) (204.9)
Gross profit 435.3 303.3
Selling, general and administrative expenses (358.2) (264.8)
Operating result 77.0 38.5
Financial income 7.3 5.4
Financial expenses (5.9) (4.9)
Foreign exchange gain / (loss) (14.5) 76.8
Income before taxes 63.9 115.8
Income tax expense (7.2) (24.4)
Net income 56.7 91.4
Earnings per share
Basic EPS Class A (CHF) 0.17 0.28
Basic EPS Class B (CHF) 0.02 0.03
Diluted EPS Class A (CHF) 0.17 0.28
Diluted EPS Class B (CHF) 0.02 0.03

Consolidated Interim Balance Sheets (unaudited)

(CHF in millions) 3/31/2025 12/31/2024
Cash and cash equivalents 871.8 924.3
Trade receivables 362.7 246.1
Inventories 399.3 419.2
Other current financial assets 41.9 56.4
Other current operating assets 124.5 113.7
Current assets 1,800.3 1,759.7
Property, plant and equipment 127.4 127.2
Right-of-use assets 313.7 323.6
Intangible assets 56.4 58.3
Deferred tax assets 121.0 107.8
Non-current assets 618.5 617.0
Assets 2,418.8 2,376.7
Trade payables 162.0 166.5
Current lease liabilities 57.3 59.1
Other current financial liabilities 53.2 51.3
Other current operating liabilities 297.0 299.3
Current provisions 20.2 21.7
Income tax liabilities 53.8 62.5
Current liabilities 643.4 660.4
Employee benefit obligations 9.3 8.6
Non-current provisions 18.0 14.9
Non-current lease liabilities 280.7 288.5
Other non-current financial liabilities 0.8 1.7
Deferred tax liabilities 9.2 10.8
Non-current liabilities 318.0 324.5
Share capital 33.7 33.7
Treasury shares (26.6) (26.8)
Capital reserves 1,227.6 1,210.0
Other reserves (12.9) (4.0)
Retained earnings 235.6 178.9
Equity 1,457.4 1,391.8
Equity and liabilities 2,418.8 2,376.7

Consolidated Interim Statements of Cash Flow (unaudited)

Three-month period ended March 31,
(CHF in millions) 2025 2024
Net income 56.7 91.4
Adjustments for:
Share-based compensation 11.6 9.8
Employee benefit expenses 0.8 0.5
Depreciation and amortization 28.3 22.1
Interest income and expenses (3.3) (2.1)
Net exchange differences 26.7 (72.5)
Income taxes 7.2 24.4
Change in working capital (120.3) (24.4)
Trade receivables (124.7) (71.9)
Inventories 8.0 21.5
Trade payables (3.5) 26.0
Change in provisions 7.8
Change in other current assets / liabilities (3.6) 33.5
Interest received 7.3 5.2
Income taxes paid (23.6) (14.7)
Cash inflow / (outflow) from operating activities (12.1) 81.0
Purchase of property, plant and equipment (11.3) (8.0)
Purchase of intangible assets (0.8) (1.1)
Cash (outflow) from investing activities (12.1) (9.1)
Payments of lease liabilities (14.0) (11.7)
Proceeds on sale of treasury shares related to share-based compensation 6.1 1.7
Interest paid (4.0) (3.1)
Cash (outflow) from financing activities (12.0) (13.1)
Change in cash and cash equivalents (36.3) 58.8
Cash and cash equivalents balance at beginning of the year 924.3 494.6
Net impact of foreign exchange rate differences (16.1) 31.1
Cash and cash equivalents balance at end of the period 871.8 584.6

Reconciliation of Non-IFRS measures

Adjusted EBITDA and Adjusted EBITDA Margin

The table below reconciles net income to 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.

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Net income 56.7 91.4 (38.0) %
Exclude the impact of:
Income taxes 7.2 24.4 (70.3) %
Financial income (7.3) (5.4) 35.2 %
Financial expenses 5.9 4.9 20.4 %
Foreign exchange result 14.5 (76.8) 118.9 %
Depreciation and amortization 28.3 22.1 27.9 %
Share-based compensation (1) 14.6 16.8 (13.2) %
Adjusted EBITDA 119.9 77.4 54.8 %
Adjusted EBITDA margin 16.5 % 15.2 % 8.3 %

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

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:

Three-month period ended March 31,
(CHF in millions, except per share data) 2025 2025 2024 2024
Class A Class B Class A Class B
Net income 50.7 6.0 81.6 9.8
Exclude the impact of:
Share-based compensation (1) 13.0 1.5 15.0 1.8
Tax effect of adjustments(2) (0.7) (0.1) (1.5) (0.2)
Adjusted net income 63.1 7.4 95.1 11.4
Weighted number of outstanding shares 293,337,960 345,437,500 287,651,434 345,437,500
Weighted number of shares with dilutive effects 4,460,419 13,487,132 3,356,157 11,812,592
Weighted number of outstanding shares (diluted and undiluted)(3) 297,798,379 358,924,632 291,007,591 357,250,092
Adjusted basic EPS (CHF) 0.22 0.02 0.33 0.03
Adjusted diluted EPS (CHF) 0.21 0.02 0.33 0.03

(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 number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.

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 in our results to enhance the visibility of the underlying growth rate of net sales, excluding the impact of foreign currency exchange rate fluctuations. Below, we show net sales split out by sales channel, geography, and product, and include the reported percent change and the constant currency percent change.

Net sales by sales channel

The following table presents net sales by sales channel:

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Wholesale 449.7 317.7 41.5 % 38.6 %
Direct-to-consumer 276.9 190.5 45.3 % 42.4 %
Net sales 726.6 508.2 43.0 % 40.0%

Net sales by geography

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

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Europe, Middle East and Africa 168.6 126.2 33.6 % 33.0 %
Americas 437.4 329.6 32.7 % 28.6 %
Asia-Pacific 120.6 52.4 130.1 % 128.9 %
Net Sales 726.6 508.2 43.0% 40.0%

Net sales by product

The following table presents net sales by product group:

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Shoes 680.9 484.7 40.5 % 37.5 %
Apparel 38.1 19.7 93.1 % 91.0 %
Accessories 7.6 3.8 99.2 % 97.0 %
Net Sales 726.6 508.2 43.0 % 40.0%

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

Net Working Capital

Net working capital is a financial measure that is not defined under IFRS. 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. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

As of March 31, As of December 31,
(CHF in millions) 2025 2024 % Change
Accounts receivables 362.7 246.1 47.4 %
Inventories 399.3 419.2 (4.7) %
Trade payables (162.0) (166.5) (2.7) %
Net working capital 600.1 498.9 20.3 %

Document

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or the context otherwise requires, all references in this document to “On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” “us,” or similar terms refer to On Holding AG and its consolidated subsidiaries.

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial information included as an appendix to this management's discussion and analysis of financial condition and results of operations, as well as our audited financial statements and the notes thereto, and the section titled "Risk Factors," each of which appear in our annual report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC") on March 4, 2025 ("Annual Report"). As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following management's discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below in such section. The unaudited consolidated financial information as of March 31, 2025 and for the three-month periods ended March 31, 2025 and 2024 were prepared in accordance with International Accounting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), and presented in Swiss Francs ("CHF"), the legal currency of Switzerland.

Certain numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them due to rounding. With respect to financial information set out in this document, a dash (“—”) signifies that the relevant figure is available but is or has been rounded to zero.

Overview

On is a premium performance sportswear brand rooted in innovation, design and sustainability that has built a passionate global community of fans across more than 80 countries. We focus on providing a premium product experience to customers wherever they are, and our brand resonates with our loyal customers around the world.

We believe our Swiss heritage and our focus on innovating at the cutting edge of performance, design and sustainability differentiates us from other sports brands. We are committed to creating premium products that deliver strong performance. Our relentless culture of innovation has driven us to repeatedly introduce numerous groundbreaking technologies that are designed to change the experience of running and create continuous excitement for our fans as we bring new products to market. Building off our heritage of supporting the runner, we have applied our expertise to creating performance products for a broader set of global consumers who use them in everyday life, expanding our product range beyond Performance Running to Performance Outdoor, Performance All Day, Performance Tennis and Performance Training.

On operates as a single-brand consumer products business and therefore has a single operating and reportable segment.

Key Financial and Operating Metrics

Key financial and operating metrics for the three-month period ended March 31, 2025 compared to the three-month period ended March 31, 2024 include:

•    net sales increased by 43.0% to CHF 726.6 million, or by 40.0% on a constant currency basis;

•    net sales through the direct-to-consumer (“DTC”) sales channel increased by 45.3% to CHF 276.9 million, or by 42.4% on a constant currency basis;

•    net sales through the wholesale sales channel increased by 41.5% to CHF 449.7 million, or by 38.6% on a constant currency basis;

•    net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased by 33.6% to CHF 168.6 million, 32.7% to CHF 437.4 million and 130.1% to CHF 120.6 million, respectively;

•    net sales in EMEA, Americas and Asia-Pacific increased by 33.0%, 28.6% and 128.9% on a constant currency basis, respectively;

•    net sales from shoes, apparel and accessories increased by 40.5% to CHF 680.9 million, 93.1% to CHF 38.1 million and 99.2% to CHF 7.6 million, respectively;

•    net sales from shoes, apparel and accessories increased by 37.5%, 91.0%, 97.0% on a constant currency basis, respectively;

•    gross profit increased by 43.5% to CHF 435.3 million from CHF 303.3 million;

•    gross profit margin increased to 59.9% from 59.7%;

•    net income decreased by 38.0% to CHF 56.7 million from CHF 91.4 million;

•    net income margin decreased to 7.8% from 18.0%;

•    basic earnings per share (“EPS”) Class A (CHF) decreased to 0.17 from 0.28;

•    diluted EPS Class A (CHF) decreased to 0.17 from 0.28;

•    adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") increased by 54.8% to CHF 119.9 million from CHF 77.4 million;

•    adjusted EBITDA margin increased to 16.5% from 15.2%;

•    adjusted net income decreased to CHF 70.5 million from CHF 106.5 million;

•    adjusted basic EPS Class A (CHF) decreased to 0.22 from 0.33; and

•    adjusted diluted EPS Class A (CHF) decreased to 0.21 from 0.33.

Key financial and operating metrics as of March 31, 2025 compared to December 31, 2024 included:

•    cash and cash equivalents decreased by 5.7% to CHF 871.8 million from CHF 924.3 million; and

•    net working capital increased by 20.3% to CHF 600.1 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.”

Operating Results

The following table summarizes certain key operating measures for the three-month periods ended March 31, 2025 and 2024:

Three-month period ended March 31,
(CHF in millions, except per share data) 2025 2024 % Change
Net sales 726.6 508.2 43.0 %
Cost of sales (291.3) (204.9) 42.2 %
Gross profit 435.3 303.3 43.5 %
Gross profit margin 59.9 % 59.7 %
Selling, general and administrative expenses (358.2) (264.8) 35.3 %
Operating result 77.0 38.5 100.0 %
Net financial result (13.1) 77.3 (116.9) %
Income before taxes 63.9 115.8 (44.8) %
Income tax expenses (7.2) (24.4) (70.3) %
Net income 56.7 91.4 (38.0) %
Basic EPS Class A (CHF) 0.17 0.28 (39.3) %
Diluted EPS Class A (CHF) 0.17 0.28 (39.3) %
Other data(1)
Adjusted EBITDA 119.9 77.4 54.8 %
Adjusted EBITDA margin 16.5 % 15.2 %
Adjusted net income 70.5 106.5 (33.8) %
Adjusted basic EPS Class A (CHF) 0.22 0.33 (33.3) %
Adjusted diluted EPS Class A (CHF) 0.21 0.33 (36.4) %

(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.

Net Sales

Net sales by sales channel

The following table presents net sales by sales channel:

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Wholesale 449.7 317.7 41.5 % 38.6 %
Direct-to-consumer 276.9 190.5 45.3 % 42.4 %
Net sales 726.6 508.2 43.0 % 40.0%
Wholesale % of Net sales 61.9 % 62.5 %
Direct-to-consumer % of Net sales 38.1 % 37.5 %
Net sales % 100.0 % 100.0 %

(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 March 31, 2025 increased by CHF 218.4 million, or 43.0%, compared to the three-month period ended March 31, 2024.

Net sales generated by the wholesale sales channel for the three-month period ended March 31, 2025 increased by CHF 132.0 million, or 41.5%, to CHF 449.7 million, compared to CHF 317.7 million for the three-month period ended March 31, 2024. The increase was attributable to sustained strong demand from our wholesale partners, including the sell-in of the Cloud 6 model ahead of its launch, 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 March 31, 2025 increased by CHF 86.4 million, or 45.3%, to CHF 276.9 million, compared to CHF 190.5 million for the three-month period ended March 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.

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 our DTC channel as a percentage of net sales increased to 38.1% for the three-month period ended March 31, 2025 compared to 37.5% for the three-month period ended March 31, 2024.

Net sales by geography

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

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Americas 437.4 329.6 32.7 % 28.6 %
Europe, Middle East and Africa 168.6 126.2 33.6 % 33.0 %
Asia-Pacific 120.6 52.4 130.1 % 128.9 %
Net Sales 726.6 508.2 43.0% 40.0%
Americas % of Net sales 60.2 % 64.9 %
Europe, Middle East, Africa % of Net sales 23.2 % 24.8 %
Asia-Pacific % of Net sales 16.6 % 10.3 %
Net sales % 100.0 % 100.0 %

(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 March 31, 2025, compared to the three-month period ended March 31, 2024, with Asia-Pacific showing particularly strong growth. The 32.7% 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 33.6% increase in net sales in EMEA was driven by the continued strength in the United Kingdom, particularly in our DTC channel, along with notable acceleration from France, Spain, Belgium, the Netherlands, and our Scandinavian markets. The 130.1% increase in net sales in Asia-Pacific 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:

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change Constant Currency % Change (1)
Shoes 680.9 484.7 40.5 % 37.5 %
Apparel 38.1 19.7 93.1 % 91.0 %
Accessories 7.6 3.8 99.2 % 97.0 %
Net Sales 726.6 508.2 43.0 % 40.0%
Shoes % of Net sales 93.7 % 95.4 %
Apparel % of Net sales 5.2 % 3.9 %
Accessories % of Net sales 1.0 % 0.7 %
Net sales % 100.0 % 100.0 %

(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 March 31, 2025 compared to the three-month period ended March 31, 2024. The 40.5% increase in net sales for shoes was driven by new model launches, updates to existing models, and the continuity of successful products carrying over from previous seasons. Growth was driven by our Performance All Day vertical, in part due to the strong performance of the Cloud franchise following the launch of Cloud 6, and the Performance Running vertical, in part due to the strong performance of the Cloudsurfer and Cloudmonster franchises. The 93.1% increase in net sales in apparel during the three-month period ended March 31, 2025, compared to the three-month period ended March 31, 2024 was driven primarily by our Performance Running, Performance Tennis and Performance All Day verticals, with notable acceleration from our Performance Training vertical. The exceptionally strong growth was further a result of year-over-year dynamics, considering the one-time apparel measures taken during the three-month period ended March 31, 2024, which included taking back items from wholesale channel partners in the interest of promoting the new collections and offer consistent sizing options in our wholesale partner stores. Accessories increased by 99.2% compared to the three-month period ended March 31, 2024.

Gross Profit

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Gross profit 435.3 303.3 43.5 %
Gross profit margin 59.9 % 59.7 %

Cost of sales increased during the three-month period ended March 31, 2025 by CHF 86.4 million, or 42.2%, to CHF 291.3 million, compared to CHF 204.9 million during the three-month period ended March 31, 2024. Gross profit was CHF 435.3 million for the three-month period ended March 31, 2025, representing a gross profit margin of 59.9%, compared to CHF 303.3 million for the three-month period ended March 31, 2024, representing a gross profit margin of 59.7%. The increase in gross profit margin is mainly driven by a higher share of net sales through the DTC channel during the three-month period ended March 31, 2025, compared to the three-month period ended March 31, 2024.

Selling, General and Administrative ("SG&A") Expenses

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Net sales 726.6 508.2 43.0 %
Distribution expenses (79.6) (70.8) 12.3 %
Selling expenses (60.7) (34.4) 76.6 %
Marketing expenses (80.8) (61.5) 31.3 %
Share-based compensation (14.6) (16.8) (13.2) %
General and administrative expenses (122.6) (81.3) 50.8 %
SG&A expenses (358.2) (264.8) 35.3 %
Less share-based compensation (14.6) (16.8) (13.2) %
SG&A expenses (excluding share-based compensation) (343.7) (248.0) 38.6 %
Distribution expenses % of Net sales 11.0 % 13.9 %
Selling expenses % of Net sales 8.4 % 6.8 %
Marketing expenses % of Net sales 11.1 % 12.1 %
Share-based compensation % of Net sales 2.0 % 3.3 %
General and administrative expenses % of Net sales 16.9 % 16.0 %
SG&A expenses % of Net sales 49.3 % 52.1 %
SG&A expenses (excluding share-based compensation) % of Net sales 47.3 % 48.8 %

SG&A expenses for the three-month period ended March 31, 2025 increased by CHF 93.4 million, or 35.3%, to CHF 358.2 million, compared to CHF 264.8 million for the three-month period ended March 31, 2024. Excluding share-based compensation, SG&A expenses as a percentage of net sales decreased to 47.3% in the three-month period ended March 31, 2025 compared to 48.8% for the three-month period ended March 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 11.0% during the three-month period ended March 31, 2025 compared to 13.9% during the three-month period ended March 31, 2024. This was primarily due to lower warehousing and delivery costs resulting from operational efficiency gains during the three-month period ended March 31, 2025.

•    Selling expenses as a percentage of net sales increased to 8.4% during the three-month period ended March 31, 2025 compared to 6.8% during the three-month period ended March 31, 2024. The increase was driven by additional expenses incurred as a result of our expanding retail footprint, primarily due to retail store-related depreciation and personnel costs.

•    Marketing expenses as a percentage of net sales decreased to 11.1% during the three-month period ended March 31, 2025 compared to 12.1% during the three-month period ended March 31, 2024. The decrease was primarily driven by strong net sales growth, as well as a slight shift in the timing of our marketing campaigns.

•    Share-based compensation expenses decreased by CHF 2.2 million to CHF 14.6 million during the three-month period ended March 31, 2025 from CHF 16.8 million during the three-month period ended March 31, 2024.

•    General and administrative expenses as a percentage of net sales increased to 16.9% during the three-month period ended March 31, 2025 compared to 16.0% during the three-month period ended March 31, 2024. The increase is primarily due to one-off employee-related expenses, higher personnel-related expenses in key strategic growth areas, as well as higher IT and technology related expenses, including the consolidation of our technology teams and resources.

Depreciation and Amortization

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Depreciation and amortization (28.3) (22.1) 27.9 %
Depreciation and amortization % of Net sales 3.9 % 4.4 %

Depreciation and amortization expenses during the three-month period ended March 31, 2025 increased by CHF 6.2 million, or 27.9%, to CHF 28.3 million, compared to CHF 22.1 million during the three-month period ended March 31, 2024. Thereof, depreciation and amortization expenses attributable to owned assets increased by CHF 2.9 million as a result of office and retail expansion, mainly related to leasehold improvements, production tools and furniture and fixtures. In addition, depreciation and amortization expenses attributable to right of use assets increased by CHF 3.3 million as a result of the expansion of our retail stores.

Net Financial Result

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Financial income 7.3 5.4 35.2 %
Financial expenses (5.9) (4.9) 20.4 %
Foreign exchange gain / (loss) (14.5) 76.8 (118.9) %
Net financial result (13.1) 77.3 (116.9) %

Financial income for the three-month period ended March 31, 2025 increased by CHF 1.9 million, or 35.2%, to CHF 7.3 million, compared to CHF 5.4 million for the three-month period ended March 31, 2024. The increase was primarily driven by an increase in the underlying amount of short-term investments.

Financial expenses for the three-month period ended March 31, 2025 increased by CHF 1.0 million, or 20.4%, to CHF 5.9 million, compared to CHF 4.9 million for the three-month period ended March 31, 2024. The increase was driven by higher interest expenses on lease contracts, resulting from additional leases outstanding as of March 31, 2025 compared to March 31, 2024.

Foreign exchange gain / loss for the three-month period ended March 31, 2025 resulted in a foreign exchange loss of CHF 14.5 million, compared to a foreign exchange gain of CHF 76.8 million for the three-month period ended March 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 Taxes

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Income tax expense (7.2) (24.4) -70.3 %
Effective income tax rate 11.3 % 21.1 %

Income tax expense decreased during the three-month period ended March 31, 2025 by CHF 17.2 million to CHF 7.2 million, compared to income taxes of CHF 24.4 million during the three-month period ended March 31, 2024. The effective income tax rate was 11.3% for the three-month period ended March 31, 2025 compared to 21.1% for the three-month period ended March 31, 2024. The decrease in the effective tax rate was mainly driven by higher effectiveness of certain tax incentives during the three-month period ended March 31, 2025.

Liquidity and Capital Resources

Our primary need for liquidity is to fund working capital requirements, capital expenditures, lease obligations and for general corporate purposes. We finance our liquidity needs using a combination of cash and cash equivalents balances and cash provided from operating activities.

Cash Flows

Three-month period ended March 31,
(CHF in millions) 2025 2024 Change
Cash inflow / (outflow) from operating activities (12.1) 81.0 (93.2)
Cash (outflow) from investing activities (12.1) (9.1) (3.0)
Cash (outflow) from financing activities (12.0) (13.1) 1.1
Cash and cash equivalents at the beginning of the period 924.3 494.6 429.7
Change in cash and cash equivalents (36.3) 58.8 (95.2)
Net impact of foreign exchange rate differences (16.1) 31.1 (47.2)
Cash and cash equivalents at the end of the period (1) 871.8 584.6 287.3

(1)    Cash and cash equivalents as of March 31, 2025 and March 31, 2024 includes restricted cash in the amount of CHF 0.6 million and CHF 0.0 million, respectively.

Operating activities

Cash inflow / outflow from operating activities for the three-month period ended March 31, 2025 decreased by CHF 93.2 million resulting in a cash outflow of CHF 12.1 million, compared to a cash inflow of CHF 81.0 million for the three-month period ended March 31, 2024. This decrease is mainly driven by a decrease in cash flows from changes in working capital of CHF 95.9 million and various other offsetting decreases and increases. The change in cash flows from changes in working capital primarily relates to an increase in the trade receivables balance, due to higher net sales through the wholesale sales channel during the three-month period ended March 31, 2025, in comparison to the three-month period ended December 31, 2024.

Investing activities

Cash outflow from investing activities for the three-month period ended March 31, 2025 increased by CHF 3.0 million to CHF 12.1 million, compared to CHF 9.1 million for the three-month period ended March 31, 2024. The increase is driven by higher purchases of property, plant and equipment.

Financing activities

Cash outflow from financing activities for the three-month period ended March 31, 2025 decreased by CHF 1.1 million to CHF 12.0 million, compared to CHF 13.1 million for the three-month period ended March 31, 2024. The decrease is driven by higher proceeds from stock option exercises, partially offset by higher repayments of lease liabilities due to a higher lease liability balance resulting from new retail stores, offices, and warehouses.

Net Working Capital

Net working capital is a financial measure that is not defined under IFRS. 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. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

As of March 31, As of December 31,
(CHF in millions) 2025 2024 % Change
Accounts receivables 362.7 246.1 47.4 %
Inventories 399.3 419.2 (4.7) %
Trade payables (162.0) (166.5) (2.7) %
Net working capital 600.1 498.9 20.3 %

Capital Management

As of March 31, As of December 31,
(CHF in millions, except share and per share data) 2025 2024 % Change
As of March 31, 2025: CHF 0.10 nominal value, 302,455,664 Class A Ordinary Shares issued of which 291,580,836 were outstanding<br><br>As of December 31, 2024: CHF 0.10 nominal value, 302,455,664 Class A Ordinary Shares issued of which 289,296,343 were outstanding 30.2 30.2 %
As of March 31, 2025 and December 31, 2024: CHF 0.01 nominal value, 345,437,500 Class B voting rights shares issued and outstanding 3.5 3.5 %
Share capital 33.7 33.7 %
Treasury shares (26.6) (26.8) (0.7) %
Share premium 756.9 756.9 %
Statutory reserves 59.9 53.9 11.1 %
Equity transaction costs (8.7) (8.7) %
Tax impact on equity transaction costs 1.3 1.3 %
Share-based compensation 418.2 406.7 2.8 %
Capital reserves 1,227.6 1,210.0 1.5 %
Other reserves (12.9) (4.0) 223.4 %
Retained earnings 235.6 178.9 31.7 %
Equity 1,457.4 1,391.8 4.7 %
Class A Shares Class B Shares
--- --- ---
Shares issued and outstanding as of January 1, 2025 289,296,343 345,437,500
Sale of treasury shares related to share-based compensation 2,285,404
Purchase of treasury shares (911)
Shares issued and outstanding as of March 31, 2025(1) 291,580,836 345,437,500
Awards granted under various incentive plans not yet exercised or distributed as of March 31, 2025(2) 3,374,425
Awards granted under various incentive plans with dilutive effects as of March 31, 2025 3,127,526 13,487,132

(1)    As of March 31, 2025 there were 10,874,828 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 as of March 31, 2025.

Share-based compensation

As of March 31, 2025, On has recognized an increase in shareholders' equity in the balance sheet of CHF 11.6 million for share-based compensation incurred during the three-month period ended March 31, 2025.

For the three-month period ended March 31, 2025, we recognized a share-based compensation charge of CHF 14.6 million pursuant to the following share-based compensation plans and programs for select employees, including our group executive team and senior management team:

• 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, On entered into a CHF 700 million multicurrency credit facility agreement ("credit facility"). On has an option to increase the total availability of borrowings under the credit 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 been extended for a period of one year already, and may be extended again for a period of one year.

As of March 31, 2025 and December 31, 2024, we have not drawn cash from the credit facility, and we do not currently expect to do so in the near term. As of March 31, 2025, we are using the credit facility to provide guarantees and letters of credit, as further discussed in the 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 three-months ended March 31, 2025, we were in compliance with all covenants under the credit facility.

Further, as of March 31, 2025, trade receivables and inventories with a carrying value of CHF 293.3 million and CHF 274.3 million, respectively, were pledged in relation to the credit facility.

Material Cash Requirements

There were no material changes outside of the ordinary course of business during the three-months ended March 31, 2025 to the material cash requirements reported in our Annual Report, with the exception of the items discussed below.

Lease commitments: As of March 31, 2025, total lease commitments are CHF 357.0 million, with CHF 24.1 million, CHF 144.5 million, and CHF 188.4 million due in less than one year, between one to five years, and more than five years, respectively. The increase in total lease commitments of CHF 357.0 million as of March 31, 2025 compared to CHF 331.1 million as of December 31, 2024, relates to planned retail store expansion.

Off-Balance Sheet Arrangements

As of March 31, 2025 and December 31, 2024, we provided guarantees and letters of credit in the amount of CHF 166.6 million and CHF 168.3 million in favor of third parties, respectively. Of the total guarantee outstanding as of March 31, 2025 and December 31, 2024, CHF 166.6 million and CHF 168.3 million, respectively, relates to our credit facility, as discussed in the section titled "Indebtedness." Other than those items disclosed here and elsewhere in this document, we do not have any material off-balance sheet arrangements or commitments as of March 31, 2025.

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 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, and adjusted diluted EPS to their most directly comparable IFRS measure. See sections titled "Liquidity and Capital Resource" and "Operating Results" for reconciliations of net working capital and 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 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.

Three-month period ended March 31,
(CHF in millions) 2025 2024 % Change
Net income 56.7 91.4 (38.0) %
Exclude the impact of:
Income taxes 7.2 24.4 (70.3) %
Financial income (7.3) (5.4) 35.2 %
Financial expenses 5.9 4.9 20.4 %
Foreign exchange result 14.5 (76.8) 118.9 %
Depreciation and amortization 28.3 22.1 27.9 %
Share-based compensation (1) 14.6 16.8 (13.2) %
Adjusted EBITDA 119.9 77.4 54.8 %
Adjusted EBITDA margin 16.5 % 15.2 % 8.3 %

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

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:

Three-month period ended March 31,
(CHF in millions, except share and per share data) 2025 2025 2024 2024
Class A Class B Class A Class B
Net income 50.7 6.0 81.6 9.8
Exclude the impact of:
Share-based compensation (1) 13.0 1.5 15.0 1.8
Tax effect of adjustments(2) (0.7) (0.1) (1.5) (0.2)
Adjusted net income 63.1 7.4 95.1 11.4
Weighted number of outstanding shares 293,337,960 345,437,500 287,651,434 345,437,500
Weighted number of shares with dilutive effects 4,460,419 13,487,132 3,356,157 11,812,592
Weighted number of outstanding shares (diluted and undiluted)(3) 297,798,379 358,924,632 291,007,591 357,250,092
Adjusted basic EPS (CHF) 0.22 0.02 0.33 0.03
Adjusted diluted EPS (CHF) 0.21 0.02 0.33 0.03

(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 number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.

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 "Operating Results" sections, to enhance the visibility of the underlying growth rate of net sales, excluding the impact of foreign currency exchange rate fluctuations.

Factors Affecting Performance and Trend Information

We expect our growth, financial condition, cash flows, and results of operations will continue to be affected by a number of factors and trends. Refer to "Item 5. Operating and Financial Review and Prospects" within our Annual Report for further information on these factors. Below, we have included recent updates.

Customs and duty expenses, cost inflation, consumer spending, ability to manage inventory, and foreign exchange

On April 2, 2025, the United States ("US") announced a 10% baseline tariff and higher country-specific reciprocal tariffs on imports from all countries. Other countries, including China, announced retaliatory actions or plans for retaliatory actions. On April 9, 2025, the US implemented a 90-day pause on the country-specific reciprocal tariffs for all countries except China, leaving the 10% baseline tariff in place.

The tariffs, to the extent they are in effect, increase the costs of products we source from outside the US and subsequently sell within the US. During the three months ended March 31, 2025, approximately 90% and 10% of our footwear products were produced in Vietnam and Indonesia, respectively. Approximately 65% of our apparel and accessories products were produced in Vietnam, 20% in Turkey, 5% in China, and 10% in the rest of Europe. Additionally, during the three months ended March 31, 2025 and the year ended December 31, 2024, the US market accounted for approximately 55% and 59%, respectively, of our total net sales.

Although we are closely monitoring the tariff and trade policy actions taken by the US and foreign governments, the rapidly changing global trade environment has introduced a significant amount of uncertainty and potential disruption. During the three months ended March 31, 2025, these new tariff actions did not have a significant impact on our results of operations; however, we have and expect to continue to experience increased foreign currency exchange rate volatility, which we attribute, in part, to the significant uncertainty surrounding the global trade environment.

These recent US tariff announcements, retaliatory measures by other countries, and the significant uncertainty surrounding the global trade environment could also contribute to inflationary pressures, geopolitical tensions, supply chain disruptions, macroeconomic and market volatility, and uncertainty for our customers, which may increase the cost of our products and other operational costs (including freight expenses), and negatively impact customer demand, consumer spending, and our ability to manage inventory. While the ultimate impact remains uncertain, the ongoing tariff situation could have a material adverse impact on our business, financial condition, results of operations and the price of our Class A ordinary shares.

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. Actions taken to maintain our brand positioning, including through raising prices, could result in reduced consumer demand and loss of market share, and could impact other factors discussed above.

Refer to "Item 5. Operating and Financial Review and Prospects" and "Item 3. Risk Factors" within our Annual Report for further information on these factors.

New Accounting Pronouncements

There have been no material changes related to recently issued or adopted accounting standards from those disclosed in our consolidated financial statements for the year ended December 31, 2024, included in our Annual Report, available at www.sec.gov.

Critical Accounting Policies

There have been no material changes to the key estimates, assumptions and judgments from those disclosed in our consolidated financial statements for the year ended December 31, 2024 included in our Annual Report, available at www.sec.gov.

Risk Factors

There have been no material changes to the risk factors as set out in our 2024 Annual Report, available at www.sec.gov.

Special Note Regarding Forward-Looking Statements

This management's discussion and analysis contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Many of the forward-looking statements contained in this management’s discussion and analysis can be identified by the use of forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “estimate,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “target,” “will,” “would,” and “should,” among others.

Among other things, On’s quotations from management in the press releases and other written materials, as well as On’s strategic and operational plans, contain forward-looking statements. On may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements appear in a number of places in this management’s discussion and analysis and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management.

Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section titled “Risk Factors” in our Annual Report. These risks and uncertainties include factors relating to: the strength of our brand and our ability to maintain our reputation and brand image; our ability and the ability of our independent manufacturers and other suppliers to follow responsible business practices; our ability to implement our growth strategy; the concentration of our business in a single, discretionary product category, namely footwear, apparel and accessories; our ability to continue to innovate and meet consumer expectations; changes in consumer tastes and preferences including in products and sustainability, and our ability to connect with our consumer base; our ability to open new stores at locations that will attract customers to our premium products; our ability to compete and conduct our business in the future; health epidemics, pandemics and similar outbreaks; general economic, political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the on-going Russia-Ukraine or Israel-Hamas conflicts and on-going shipping disruptions in the Red Sea and surrounding waterways; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to successfully develop, implement, and scale our LightSpray™ technology and products developed using this technology; our ability to strengthen and grow our DTC channel; our ability to address climate related risks; our ability to execute and manage our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings, including investor and customer scrutiny; our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; supply chain disruptions, inflation and increased costs in supplies, goods and transportation; the availability of qualified personnel and the ability to retain such personnel, including our Executive Officers; our ability to accurately forecast demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel; changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; cybersecurity incidents and other disruptions to our information technology ("IT") systems; increased hacking activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine; our reliance on complex IT systems; our ability to adopt generative artificial intelligence ("AI") technologies in our operations; changes and contemplation of changes to trade policies, tariffs and import/export regulations in the United States and other jurisdictions; financial accounting and tax matters; our ability to maintain effective internal control over financial reporting; the potential impact of, and our compliance with, new and existing laws and regulations; other factors that may affect our financial condition, liquidity and results of operations; and other risks and uncertainties set out in filings made from time to time with the SEC and available at www.sec.gov, including, without limitation, our most recent reports on Form 20-F and Form 6-K. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

Appendix: Consolidated Financial Information

Consolidated interim statements of income

(unaudited)

Three-month period ended March 31,
(CHF in millions, except per share data) 2025 2024
Net sales 726.6 508.2
Cost of sales (291.3) (204.9)
Gross profit 435.3 303.3
Selling, general and administrative expenses (358.2) (264.8)
Operating result 77.0 38.5
Financial income 7.3 5.4
Financial expenses (5.9) (4.9)
Foreign exchange gain / (loss) (14.5) 76.8
Income before taxes 63.9 115.8
Income tax expense (7.2) (24.4)
Net income 56.7 91.4
Earnings per share
Basic EPS Class A (CHF) 0.17 0.28
Basic EPS Class B (CHF) 0.02 0.03
Diluted EPS Class A (CHF) 0.17 0.28
Diluted EPS Class B (CHF) 0.02 0.03

Consolidated interim statements of comprehensive income

(unaudited)

Three-month period ended March 31,
(CHF in millions) 2025 2024
Net income 56.7 91.4
Foreign currency translation effect (10.2) 4.9
Taxes on foreign currency translation effect 1.3
Items that will be reclassified to income statement when specific conditions are met (8.9) 4.9
Other comprehensive income / (loss), net of tax (8.9) 4.9
Total comprehensive income 47.8 96.2

Consolidated interim balance sheets

(unaudited)

(CHF in millions) 3/31/2025 12/31/2024
Cash and cash equivalents 871.8 924.3
Trade receivables 362.7 246.1
Inventories 399.3 419.2
Other current financial assets 41.9 56.4
Other current operating assets 124.5 113.7
Current assets 1,800.3 1,759.7
Property, plant and equipment 127.4 127.2
Right-of-use assets 313.7 323.6
Intangible assets 56.4 58.3
Deferred tax assets 121.0 107.8
Non-current assets 618.5 617.0
Assets 2,418.8 2,376.7
Trade payables 162.0 166.5
Current lease liabilities 57.3 59.1
Other current financial liabilities 53.2 51.3
Other current operating liabilities 297.0 299.3
Current provisions 20.2 21.7
Income tax liabilities 53.8 62.5
Current liabilities 643.4 660.4
Employee benefit obligations 9.3 8.6
Non-current provisions 18.0 14.9
Non-current lease liabilities 280.7 288.5
Other non-current financial liabilities 0.8 1.7
Deferred tax liabilities 9.2 10.8
Non-current liabilities 318.0 324.5
Share capital 33.7 33.7
Treasury shares (26.6) (26.8)
Capital reserves 1,227.6 1,210.0
Other reserves (12.9) (4.0)
Retained earnings 235.6 178.9
Equity 1,457.4 1,391.8
Equity and liabilities 2,418.8 2,376.7

Consolidated interim statements of cash flows

(unaudited)

Three-month period ended March 31,
(CHF in millions) 2025 2024
Net income 56.7 91.4
Adjustments for:
Share-based compensation 11.6 9.8
Employee benefit expenses 0.8 0.5
Depreciation and amortization 28.3 22.1
Interest income and expenses (3.3) (2.1)
Net exchange differences 26.7 (72.5)
Income taxes 7.2 24.4
Change in working capital (120.3) (24.4)
Trade receivables (124.7) (71.9)
Inventories 8.0 21.5
Trade payables (3.5) 26.0
Change in other current assets / liabilities (3.6) 33.5
Change in provisions 7.8
Interest received 7.3 5.2
Income taxes paid (23.6) (14.7)
Cash inflow / (outflow) from operating activities (12.1) 81.0
Purchase of property, plant and equipment (11.3) (8.0)
Purchase of intangible assets (0.8) (1.1)
Cash (outflow) from investing activities (12.1) (9.1)
Payments of lease liabilities (14.0) (11.7)
Proceeds on sale of treasury shares related to share-based compensation 6.1 1.7
Interest paid (4.0) (3.1)
Cash (outflow) from financing activities (12.0) (13.1)
Change in cash and cash equivalents (36.3) 58.8
Cash and cash equivalents balance at beginning of the year 924.3 494.6
Net impact of foreign exchange rate differences (16.1) 31.1
Cash and cash equivalents balance at end of the period 871.8 584.6

Consolidated interim statements of changes in equity

(unaudited)

(CHF in millions) Share capital Treasury shares Capital reserves Other reserves Retained earnings Total equity
Balance as of December 31, 2023 33.5 (26.7) 1,140.8 (9.8) (63.3) 1,074.5
Net income 91.4 91.4
Other comprehensive income 4.9 4.9
Comprehensive income for the three months ended March 31, 2024 4.9 91.4 96.2
Share-based compensation 9.8 9.8
Sale of treasury shares 0.1 2.6 2.7
Tax impact on transactions with treasury shares (0.3) (0.3)
Balance as of March 31, 2024 33.5 (26.7) 1,152.9 (4.9) 28.0 1,182.8
Balance as of December 31, 2024 33.7 (26.8) 1,210.0 (4.0) 178.9 1,391.8
Net income 56.7 56.7
Other comprehensive loss (8.9) (8.9)
Comprehensive income / (loss) for the three months ended March 31, 2025 (8.9) 56.7 47.8
Share-based compensation 11.6 11.6
Sale of treasury shares 0.2 6.0 6.2
Balance as of March 31, 2025 33.7 (26.6) 1,227.6 (12.9) 235.6 1,457.4

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