SCHEDULE 13D: Birkenstock Ownership Structure Simplified Post-IPO

Entities related to Christian Birkenstock have simplified their ownership structure in Birkenstock Holding plc, consolidating 7.6% of ordinary shares.

Summary

• CB Beteiligungs GmbH & Co. KG (CBB), CB Verwaltungs GmbH, and CB Christian Birkenstock Stiftung (the Reporting Persons) acquired 13,958,475 ordinary shares of Birkenstock Holding plc.
• This acquisition represents 7.6% of the Issuer's outstanding shares, based on 183,906,056 shares as of September 30, 2025.
• The acquisition was part of a "Roll Down Transaction" where BK LC Lux MidCo S.a r.l. (MidCo) repurchased shares from CBB, paying in kind with Birkenstock Holding plc shares.
• The primary purpose of this transaction was to align the Reporting Persons' holding structure with the post-listing capitalization of the Issuer and to simplify the ownership chain following its public offering.
• Following the transaction, the Reporting Persons no longer hold any equity interests in MidCo, and CBB directly holds the Issuer Shares.

Sentiment

Score: 6

Explanation: The filing indicates a neutral to slightly positive sentiment due to the simplification of the ownership structure, which can be viewed favorably for corporate clarity. It does not contain financial performance data or significant strategic shifts.

Positives

• Simplification of the ownership chain of Birkenstock Holding plc following its public offering.
• Alignment of the Reporting Persons' holding structure with the Issuer's post-listing capitalization.

Future Outlook

The Reporting Persons intend to review their investment in Birkenstock Holding plc on a continuing basis and may acquire additional shares or dispose of beneficially owned shares based on various factors, including the Issuer's business, financial condition, and market conditions. They may also discuss items of mutual interest with management and other investors.

Management Comments

• Oliver Reichert, CEO and Director of Birkenstock Holding plc, is the managing director of CB Beteiligungs GmbH & Co. KG and CB Verwaltungs GmbH.
• Oliver Reichert has a contractual subparticipation equal to 10% of the Issuer Shares directly held by CBB but disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.

Industry Context

This filing primarily details a change in the internal ownership structure of a significant shareholder group following Birkenstock's public listing. It does not directly reflect broader industry trends but rather a post-IPO corporate restructuring by a founding family-related entity.

Corporate Governance

Legal Proceedings

• The Reporting Persons have not been convicted in criminal proceedings or party to civil proceedings resulting in judgments related to securities laws in the last five years.

Related Party Transactions

• The Share Repurchase Agreement, dated January 16, 2026, between CB Beteiligungs GmbH & Co. KG and BK LC Lux MidCo S.a r.l., involved MidCo repurchasing shares from CBB in exchange for 13,958,475 Issuer Shares. This is a related party transaction given the common control and management involvement of Oliver Reichert.

Stakeholder Impact

• Shareholders: The simplification of the ownership structure may provide greater clarity regarding significant shareholders. The 7.6% stake held by the Reporting Persons represents a substantial, stable block of ownership.
• Management: The transaction aligns the holding structure with the post-listing capitalization, potentially streamlining interactions between the company and this significant shareholder group.

Next Steps

• Reporting Persons may acquire additional Issuer Shares or dispose of existing shares.
• Reporting Persons will continue to review their investment in the Issuer.
• Reporting Persons may discuss items of mutual interest with the Issuer's management and other investors.

Key Dates

Recommendation

This filing details a post-IPO ownership restructuring by a significant shareholder group, simplifying their holding structure. It does not provide new financial performance data, strategic shifts, or material operational updates that would warrant a change in investment thesis. The simplification is a neutral to slightly positive corporate governance development, suggesting a 'hold' recommendation as the core investment rationale remains unchanged based on this specific filing.

Keywords

Birkenstock, SEC filing, Schedule 13D, ownership structure, share repurchase, beneficial ownership, corporate governance, equity, public offering