Birkenstock Refinances Debt, Executes Share Offerings in FY25

TL;DR

**Birkenstock's aggressive debt refinancing and ongoing secondary offerings show a company focused on financial optimization, but watch for potential dilution impacts from its principal shareholder's continued exits.**

AI Summary

Birkenstock Holding plc's 20-F filing for fiscal year ended September 30, 2025, highlights significant capital market activities and strategic financial restructuring. The company completed a May 2025 Secondary Offering where MidCo sold 20,027,344 ordinary shares, followed by a Share Redemption where Birkenstock repurchased 3,927,344 ordinary shares from underwriters. This follows a June 2024 Secondary Offering where MidCo sold 16,100,000 ordinary shares. Financially, Birkenstock refinanced its debt structure, canceling the ABL Facility and the Original Term Loan (comprising a 375.0 million EUR Term Loan and an $850.0 million USD Term Loan) on August 2, 2024. These were replaced by a new Term and Revolving Facilities Agreement on May 28, 2024, including a 225.0 million Euro-denominated multicurrency revolving credit facility, a 375.0 million EUR Term Loan, and a $280.0 million USD Term Loan. The company reported 183,906,056 ordinary shares outstanding as of September 30, 2025. The filing also details the company's reliance on the BIRKENSTOCK brand image and its direct-to-consumer (DTC) growth strategy, alongside risks from intense competition and counterfeit products.

Why It Matters

Birkenstock's strategic financial maneuvers, including significant secondary offerings and a comprehensive debt refinancing, signal a mature public company optimizing its capital structure and shareholder base. The May 2025 Secondary Offering and subsequent Share Redemption indicate a balancing act between providing liquidity for its principal shareholder, L Catterton, and managing share dilution, which is crucial for investor confidence. The debt refinancing, replacing older facilities with new EUR Term Loan and USD Term Loan facilities totaling 375.0 million and $280.0 million respectively, suggests a proactive approach to managing interest rate exposure and improving financial flexibility, potentially impacting future profitability and competitive positioning against rivals like Crocs and Deckers Brands.

Risk Assessment

Risk Level: medium — The risk level is medium due to the company's stated dependence on the 'image and reputation of the BIRKENSTOCK brand' and 'intense competition' from both established and new entrants. Additionally, the ongoing secondary offerings by MidCo, including the May 2025 sale of 20,027,344 ordinary shares, introduce potential selling pressure and uncertainty regarding the long-term commitment of a major shareholder.

Analyst Insight

Investors should monitor Birkenstock's direct-to-consumer (DTC) growth strategy execution and its ability to adapt to changing consumer preferences, as these are critical for future revenue. Pay close attention to any further secondary offerings from L Catterton, as continued sales could impact share price stability despite the company's share redemption efforts.

Key Numbers

• 183,906,056 — Ordinary shares outstanding (As of September 30, 2025, indicating the total number of shares in circulation.)
• 20,027,344 — Ordinary shares sold by MidCo (In the May 2025 Secondary Offering, representing a significant liquidity event for the principal shareholder.)
• 3,927,344 — Ordinary shares repurchased by Company (Through Share Redemption following the May 2025 Secondary Offering, mitigating dilution.)
• 16,100,000 — Ordinary shares sold by MidCo (In the June 2024 Secondary Offering, further reducing the principal shareholder's stake.)
• 375.0 million — EUR Term Loan (Original aggregate principal amount under the new Term and Revolving Facilities Agreement, replacing older debt.)
• $280.0 million — USD Term Loan (Original aggregate principal amount under the new Term and Revolving Facilities Agreement, replacing older debt.)
• 225.0 million — Revolving Credit Facility (Aggregate principal amount of the new Euro-denominated multicurrency facility, enhancing liquidity.)
• 430.0 million — Senior Notes (Aggregate principal amount of 5.25% Senior Notes due 2029, issued by Birkenstock Financing.)
• 85% — Tax savings shared with TRA Participants (Under the Tax Receivable Agreement (TRA), indicating a significant portion of tax benefits shared with pre-IPO owners.)
• September 30, 2025 — Fiscal year end (The period covered by this 20-F filing, providing a snapshot of the company's financial health and activities.)

Key Players & Entities

• Birkenstock Holding plc (company) — Registrant and issuer of ordinary shares
• MidCo (company) — Selling shareholder, BK LC Lux MidCo S. r.l., affiliated with L Catterton
• L Catterton (company) — Principal Shareholder, U.S.-headquartered consumer-focused investment firm
• Dr. Johannes Liefke (person) — Director Legal Affairs and Company Contact Person
• New York Stock Exchange (regulator) — Exchange where Birkenstock's ordinary shares (BIRK) are registered
• $1.11 (dollar_amount) — Average exchange rate for 1 Euro to U.S. Dollars for fiscal 2025
• $1.08 (dollar_amount) — Average exchange rate for 1 Euro to U.S. Dollars for fiscal 2024
• Goldman Sachs Bank USA (company) — Agent and security agent for the Term and Revolving Facilities Agreement
• Alexander Birkenstock (person) — Controlling shareholder prior to the Transaction via AB-Beteiligungs GmbH
• Christian Birkenstock (person) — Controlling shareholder prior to the Transaction via CB Beteiligungs GmbH & Co. KG

FAQ

Risk Factors

• Intense Competition [high — market]: The footwear market is highly competitive, with numerous established brands and emerging players. Birkenstock faces competition from companies offering similar comfort-focused footwear, as well as broader fashion and athletic shoe brands. This intense competition could impact market share and pricing power.
• Counterfeit Products [medium — operational]: The prevalence of counterfeit products poses a significant threat to Birkenstock's brand reputation and sales. These unauthorized replicas can dilute brand value and lead to lost revenue. The company actively works to combat counterfeiting, but the scale of the problem remains a concern.
• Reliance on Brand Image [high — financial]: Birkenstock's success is heavily dependent on the strength and appeal of its brand image. Any negative publicity, shifts in consumer preferences away from its core aesthetic, or damage to brand perception could adversely affect sales and profitability. Maintaining brand relevance is crucial.
• Debt Structure Refinancing [medium — financial]: The company has recently undertaken significant debt restructuring, including canceling the ABL Facility and Original Term Loans and entering into new Term and Revolving Facilities. While intended to optimize capital structure, these changes introduce new terms, covenants, and interest rate exposures that require careful management.

Industry Context

The global footwear market is characterized by strong brand loyalty and increasing consumer demand for comfort and sustainability. Key trends include the rise of direct-to-consumer (DTC) sales channels, the influence of social media on fashion trends, and a growing emphasis on product quality and heritage. Competition is fierce, with established global players and niche brands vying for market share.

Regulatory Implications

Birkenstock operates within a global regulatory environment that impacts product safety, labeling, and international trade. Compliance with varying consumer protection laws and import/export regulations is essential. The company's reliance on its brand also necessitates vigilance against intellectual property infringement, particularly concerning counterfeit goods.

What Investors Should Do

1. Monitor debt covenant compliance
2. Analyze DTC growth drivers
3. Assess competitive pressures
4. Evaluate brand health and counterfeit mitigation

Key Dates

• 2025-05-01: May 2025 Secondary Offering — MidCo sold 20,027,344 ordinary shares, indicating a significant liquidity event for the principal shareholder and a reduction in their stake.
• 2025-05-01: Share Redemption — Birkenstock repurchased 3,927,344 ordinary shares from underwriters following the May 2025 Secondary Offering, helping to mitigate potential dilution.
• 2024-08-02: Debt Facility Cancellations — The ABL Facility and Original Term Loans (375.0 million EUR and $850.0 million USD) were canceled, marking a significant shift in the company's debt structure.
• 2024-05-28: New Term and Revolving Facilities Agreement — A new debt structure was established, including a 225.0 million EUR revolving credit facility, a 375.0 million EUR Term Loan, and a $280.0 million USD Term Loan, aimed at optimizing liquidity and capital resources.
• 2024-06-01: June 2024 Secondary Offering — MidCo sold 16,100,000 ordinary shares, further reducing the principal shareholder's ownership and providing liquidity.
• 2023-10-04: Renaming to Birkenstock Holding plc — The company was renamed and converted to a Jersey public limited company, a key step in its corporate restructuring leading up to public market activities.

Glossary

Secondary Offering

An offering where existing shareholders sell their shares to the public, rather than the company issuing new shares. (Indicates significant share sales by the principal shareholder (MidCo) in May 2025 and June 2024, impacting ownership structure and liquidity.)

Share Redemption

The act of a company buying back its own shares from the market or shareholders. (Birkenstock repurchased 3,927,344 shares after the May 2025 offering to manage dilution.)

ABL Facility

Asset-Based Lending Facility, a type of revolving credit facility secured by a company's assets. (This facility was canceled as part of the debt restructuring in August 2024.)

Term Loan

A loan from a bank or other lender that has a specified repayment schedule and a fixed or floating interest rate. (Birkenstock replaced its original Term Loans with new Euro and USD denominated Term Loans as part of its May 2024 financing agreement.)

Revolving Credit Facility

A type of credit facility that allows a borrower to draw down, repay, and redraw funds up to a certain limit over a specified period. (A new 225.0 million EUR multicurrency revolving credit facility was established in May 2024 to enhance liquidity.)

Tax Receivable Agreement (TRA)

An agreement where a company agrees to pay a portion of the tax benefits it realizes from certain tax attributes (like those created by pre-IPO owners) to those owners. (Birkenstock shares 85% of tax savings with TRA Participants, indicating a significant financial arrangement with pre-IPO stakeholders.)

IFRS

International Financial Reporting Standards, a set of accounting standards developed by the International Accounting Standards Board (IASB). (Birkenstock prepares its consolidated financial statements in accordance with IFRS.)

Year-Over-Year Comparison

While specific comparative figures for FY2024 are not detailed in the provided text, the 20-F for FY2025 highlights significant capital market activities including multiple secondary offerings and a substantial debt restructuring. The company has replaced its previous credit facilities with new Term and Revolving Facilities, indicating a strategic move to optimize its capital structure and liquidity. The number of ordinary shares outstanding has also been impacted by share sales and redemptions.

Key Financial Figures

• $1.11 — rs are converted at an exchange rate of $1.11 per 1 and $1.08 per 1, the average exch
• $1.08 — at an exchange rate of $1.11 per 1 and $1.08 per 1, the average exchange rate for th
• $850.0 million — original aggregate principal amount of $850.0 million under the Senior Term Facilities Agreem
• $280.0 million — original aggregate principal amount of $280.0 million under the Term and Revolving Facilities

Filing Documents

• birk-20250930.htm (20-F) — 7214KB
• birk-ex2_1.htm (EX-2.1) — 51KB
• birk-ex8_1.htm (EX-8.1) — 25KB
• birk-ex12_1.htm (EX-12.1) — 21KB
• birk-ex12_2.htm (EX-12.2) — 21KB
• birk-ex13_1.htm (EX-13.1) — 10KB
• birk-ex13_2.htm (EX-13.2) — 10KB
• birk-ex15_1.htm (EX-15.1) — 8KB
• img228607239_0.jpg (GRAPHIC) — 420KB
• img228607239_1.jpg (GRAPHIC) — 1360KB
• 0001193125-25-323599.txt ( ) — 31749KB
• birk-20250930.xsd (EX-101.SCH) — 2740KB
• birk-20250930_htm.xml (XML) — 7155KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 9

KEY INFORMATION

ITEM 3. KEY INFORMATION 9 A. [Reserved] 9 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of Proceeds 9 D. Risk Factors 9

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 52 A. History and Development of the Company 52 B. Business Overview 52 C. Organizational Structure 61 D. Property, Plants and Equipment 62

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 62

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 63 A. Operating Results 63 B. Liquidity and Capital Resources 78 C. Research and Development, Patents and Licenses 83 D. Factors Affecting Performance and Trend Information 84 E. Critical Accounting Estimates 86

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 88 A. Directors and Senior Management 88 B. Compensation 91 C. Board Practices 97 D. Employees 98 E. Share Ownership 99 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 99

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 100 A. Major Shareholders 100 B. Related Party Transactions 102 C. Interests of Experts and Counsel 105

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 106 A. Consolidated Statements and Other Financial Information 106 B. Significant Changes 106

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 106 A. Offer and Listing Details 106 B. Plan of Distribution 106 C. Markets 106 D. Selling Shareholders 106 E. Dilution 106 F. Expenses of the Issue 107

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 107 A. Share Capital 107 B. Memorandum and Articles of Association 107 C. Material Contracts 114 D. Exchange Controls 114 E. Taxation 114 F. Dividends and Paying Agents 121 G. Statement by Experts 122 H. Documents on Display 122 i Table of Contents I. Subsidiary Information 122 J. Annual Report to Security Holders 122

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 122

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 122 A. Debt Securities 122 B. Warrants and Rights 122 C. Other Securities 122 D. American Depositary Shares 122 PART II 123

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 123

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 123

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 123 A. Disclosure Controls and Procedures 123 B. Management's Annual Report on Internal Control over Financial Reporting 123 C. Attestation Report of the Registered Independent Public Accounting Firm 124 D. Changes in Internal Control over Financial Reporting 124

[RESERVED]

ITEM 16. [RESERVED] 125

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 125

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 125

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 125

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 126

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 126

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 127

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 127

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 127

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 127

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 127

CYBERSECURITY

ITEM 16K. CYBERSECURITY 128 PART III 131

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 131

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 131

EXHIBITS

ITEM 19. EXHIBITS 132

SIGNATURES

SIGNATURES 134 INDEX TO FINANCIAL STATEMENTS F- 1 ii Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Certain Definitions Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 20-F (this "Annual Report") to "BIRKENSTOCK Group," "Birkenstock," the "Company," "we," "our," "ours," "us" or similar terms refer to Birkenstock Holding plc, together with all of its subsidiaries. References to the "selling shareholder" or "MidCo" are to BK LC Lux MidCo S. r.l., a socit responsabilit limite incorporated under the laws of the Grand Duchy of Luxembourg. References to "Euro" or "" means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. All references to the "British Pound," "GBP" or "" are to the legal currency of the United Kingdom and Crown dependencies, including Jersey. All references to "U.S. Dollars," "Dollars," "USD" or "$" are to the legal currency of the United States. All references to "Canadian Dollars" or "CAD" are to the legal currency of Canada. All references to "Japanese Yen" or "JPY" are to the legal currency of Japan. All references to "Indian Rupee" or "INR" are to the legal currency of India. In this Annual Report, unless otherwise noted, amounts that are converted from Euro to U.S. Dollars are converted at an exchange rate of $1.11 per 1 and $1.08 per 1, the average exchange rate for the year ended September 30, 2025 and for the year ended September 30, 2024, respectively. The following is a summary of certain other defined terms and concepts that we use throughout this Annual Report: AB-Beteiligungs GmbH refers to AB-Beteiligungs GmbH, an entity controlled by Alexander Birkenstock, one of our controlling shareholders prior to the Transaction; ABL Facility refers to the multicurrency asset-b

Financial Statements

Financial Statements We maintain our books and records in Euro and prepare our consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Birkenstock GmbH & Co. KG is the accounting predecessor of BK LC Lux Finco 2 S. r.l., subsequently renamed Birkenstock Holding Limited on July 12, 2023, for financial reporting purposes for periods prepared before the Transaction. Birkenstock Holding Limited was converted to a Jersey public limited company and subsequently renamed Birkenstock Holding plc on October 4, 2023. Our fiscal year ends September 30. References to "fiscal 2025" or "FY 2025" refer to the fiscal year ended September 30, 2025, and references to other fiscal years follow the same convention. Rounding We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this Annual Report, a dash ("—") signifies that the relevant figure is not available or not applicable, while a zero ("0.0") signifies that the relevant figure is available but is or has been rounded to zero. Trademarks and Trade Names We own or have rights to various trademarks, trade names or service marks that we use in connection with our business, including "BIRKENSTOCK," "Birko-Flor," "Birki," "Birk" and "Papillio," among others, and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report are listed without the and symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names. 5 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOK

IDENTITY OF DIRECT ORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECT ORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTI CS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTI CS AND EXPECTED TIMETABLE Not applicable.

KEY INF ORMATION

ITEM 3. KEY INF ORMATION A. [Res erved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors In addition to the other information contained in this Annual Report and in other documents we file with or furnish to the SEC, the following risk factors should be considered in evaluating our business. Our business, financial condition and results of operations could be materially adversely affected as a result of any of these risks. Summary of Risk Factors The following is a summary of the more significant risk factors associated with an investment in our ordinary shares, which are more fully described below: our dependence on the image and reputation of the BIRKENSTOCK brand; the intense competition we face from both established companies and newer entrants into the market; our ability to execute our DTC growth strategy and risks associated with our e-commerce platforms; our ability to adapt to changes in consumer preferences and attract new customers; our ability to attract and retain customers, and the effectiveness and efficiency of our marketing efforts; ris

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