Birkenstock launches $250M accelerated share buyback

Birkenstock Holding plc entered into a $250 million accelerated share repurchase (ASR) agreement with Goldman Sachs International to buy back its ordinary shares.

Rhea-AI Filing Summary

Birkenstock Holding plc entered into a $250 million accelerated share repurchase (ASR) agreement with Goldman Sachs International to buy back its ordinary shares. On May 21, 2026, the company will pay $250 million and expects initial delivery of about 6.0 million shares, around 80% of the shares initially underlying the ASR, based on the May 20 closing price of $33.21.

The final share count will be set using a discounted Rule 10b-18 volume-weighted average price over the ASR term, with potential share or cash settlement adjustments at completion, which is expected before June 30, 2026. The company plans to fund the ASR using cash on hand and its revolving credit facility. In the related press release, management states that they see a disconnect between the share price and fundamentals and reiterates a target of 13-15% annual revenue growth in constant currency while maintaining strong margins and free cash flow.

Positive

• $250 million accelerated share repurchase signals management’s stated confidence in the company’s valuation and redirects a substantial cash position toward shareholders.
• Reiterated outlook of 13–15% annual revenue growth in constant currency, alongside aims to maintain strong margins and strong free cash flow generation.

Negative

• None.

Insights

Equity capital markets analyst

Birkenstock commits $250M to an accelerated buyback, signaling confidence in its outlook.

Birkenstock is deploying $250 million into an accelerated share repurchase with Goldman Sachs International, with an initial delivery of about 6.0 million shares, referencing the $33.21 closing price. This concentrates repurchases into a short window using a Rule 10b-18 VWAP-based formula.

The structure allows for settlement in additional shares or cash, so the ultimate impact depends on trading prices during the ASR period. Funding comes from a mix of cash on hand and the revolving credit facility, modestly increasing balance sheet leverage versus simply holding cash.

Management describes a perceived disconnect between share price and fundamentals and reiterates a goal of 13-15% annual revenue growth in constant currency with strong margins and free cash flow. The ASR is expected to be completed before June 30, 2026, after which investors can compare the final repurchased share count and cash usage to these stated ambitions.

Key Figures

ASR size: $250 million Initial shares: 6.0 million shares Reference share price: $33.21 per share +2 more

5 metrics

ASR size $250 million Total notional for accelerated share repurchase with Goldman Sachs

Initial shares 6.0 million shares Approximate initial delivery, about 80% of ASR notional

Reference share price $33.21 per share Closing price on May 20, 2026 used for initial ASR sizing

Revenue growth target 13–15% annually Management’s stated constant-currency revenue growth objective

ASR completion target Before June 30, 2026 Expected completion date for transactions under ASR agreement

Key Terms

accelerated share repurchase, Rule 10b-18, volume-weighted average price, revolving credit facility, +1 more

5 terms

accelerated share repurchase financial

"Birkenstock Holding plc announced today that it has entered into a $250 million accelerated share repurchase (“ASR”) agreement"

An accelerated share repurchase is a deal where a company hires a bank to buy back a large block of its own stock immediately on the open market, with the bank later settling the exact number of shares over time. For investors it matters because the immediate reduction in shares outstanding can raise per‑share earnings and often supports the stock price, but it also uses company cash or borrowing and can change liquidity and future growth funding.

Rule 10b-18 regulatory

"based generally upon a discount to the Rule 10b-18 volume-weighted average price at which the Ordinary Shares trade"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

volume-weighted average price financial

"The final number of Birkenstock’s ordinary shares to be repurchased will be based on the volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

revolving credit facility financial

"The Company intends to fund the share repurchases under the Agreement with a combination of cash on hand and a drawing under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

forward-looking statements regulatory

"Certain statements in this press release may constitute “forward-looking” statements and information"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Birkenstock (BIRK) announce in this Form 6-K filing?

Birkenstock announced a $250 million accelerated share repurchase agreement with Goldman Sachs International. The company will buy back its ordinary shares using a VWAP-based formula and expects the transactions to be completed before June 30, 2026.

How many Birkenstock shares are initially included in the $250 million ASR?

Birkenstock expects an initial delivery of approximately 6.0 million ordinary shares, about 80% of the shares initially underlying the ASR. This initial amount is based on the $33.21 closing share price on May 20, 2026.

How will Birkenstock determine the final number of shares repurchased in the ASR?

The final number of shares will be based on the Rule 10b-18 volume-weighted average price of Birkenstock’s ordinary shares during the ASR term, less a discount. Depending on that formula, the company may receive additional shares or make a cash payment at settlement.

How is Birkenstock funding its $250 million accelerated share repurchase?

Birkenstock plans to fund the $250 million ASR using a combination of its existing cash on hand and a drawing under its revolving credit facility. This approach allows the company to return capital while still retaining access to liquidity via its credit line.

What growth outlook did Birkenstock communicate alongside the ASR announcement?

Management reiterated confidence in the business, stating a goal to achieve revenue growth of 13–15% annually in constant currency. They also highlighted intentions to maintain strong margins and strong free cash flow generation as they pursue this growth outlook.

Why does Birkenstock’s management say they are undertaking the $250 million share repurchase?

The CEO stated that short-term market dynamics created a disconnect between share price and fundamentals. Management believes using their substantial cash position to repurchase shares is currently the most attractive use of capital, and views the ASR as a strong statement of confidence in near- and long-term value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 06:01 AM Learn about SEC filing dates

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 2026

Commission File Number 001-41836

Birkenstock Holding plc

(Translation of registrant’s name into English)

1-2 Berkeley Square

London W1J 6EA

United Kingdom
(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 ☐

Explanatory Note

On May 20, 2026, Birkenstock Holding plc (the “Company”) entered into an accelerated share repurchase agreement (the "Agreement") with Goldman Sachs International ("Goldman Sachs") under which it agreed to repurchase $250 million of its own ordinary shares, no par value (the "Ordinary Shares").

Under the Agreement, on May 21, 2026, the Company will make a payment of $250 million to Goldman Sachs and expects to receive initial delivery of approximately 6.0 million Ordinary Shares representing approximately 80 percent of the number of Ordinary Shares initially underlying the Agreement, based on the closing price of the Ordinary Shares of $33.21 on May 20, 2026. The final number of Ordinary Shares to be delivered under the Agreement will be based generally upon a discount to the Rule 10b-18 volume-weighted average price at which the Ordinary Shares trade during the regular trading sessions on The New York Stock Exchange during the term of the Agreement. At settlement, Goldman Sachs may be obligated to deliver additional Ordinary Shares to the Company or, under certain circumstances, the Company may be obligated to make a cash payment to Goldman Sachs. The Company intends to fund the share repurchases under the Agreement with a combination of cash on hand and a drawing under its revolving credit facility and expects settlement to occur before June 30, 2026.

The Agreement is subject to certain customary adjustments and termination provisions. In addition, upon the occurrence of certain extraordinary events, Goldman Sachs is entitled to terminate the Agreement, in which case the Company may receive fewer Ordinary Shares than expected.

In connection with the Agreement, on May 21, 2026, the Company issued a press release announcing the Agreement with Goldman Sachs. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated by reference herein.

The information in this Report on Form 6-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

2

Exhibit Index

Exhibit Number	Description
99.1	Press Release of Birkenstock Holding plc, dated May 21, 2026.

3

SIGNATURES

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.

		Birkenstock Holding plc
Date: May 21, 2026		By:/s/ Ruth Kennedy______________
		Name: Ruth Kennedy
		Title: Director

4

Exhibit 99.1

PRESS RELEASE		MEDIA CONTACT Birkenstock Holding plc ir@birkenstock-holding.com
LONDON, UNITED KINGDOM || MAY 21, 2026

BIRKENSTOCK to execute $250 million Accelerated Share Repurchase TO TAKE ADVANTAGE OF DISCONNECT BETWEEN SHARE PRICE AND FUNDAMENTAL PERFORMANCE

Birkenstock Holding plc (“BIRKENSTOCK” or the “Company”, NYSE: BIRK) announced today that it has entered into a $250 million accelerated share repurchase (“ASR”) agreement with Goldman Sachs International (“Goldman Sachs”).

"Short-term market dynamics have resulted in what we believe is a strong disconnect between our share price and the strength of our underlying fundamentals”, said Oliver Reichert, CEO of Birkenstock Group and Member of the Board of Directors of the Company. "We believe deploying our substantial cash position toward repurchasing our own shares represents the most attractive use of capital in the current environment. Given the volatile environment of the capital markets, we will continue evaluating market conditions to take advantage of further opportunities for share repurchases in the future."

Oliver Reichert continues: "The $250 million accelerated share repurchase is a strong statement that we believe in near-term and long-term value of BIRKENSTOCK. Our business continues to deliver outstanding performance and we see a huge runway for growth ahead for our beloved brand. We remain confident in our ability to achieve revenue growth of 13-15% annually in constant currency, while maintaining strong margins and strong free cash flow generation."

Under the ASR agreement, on May 21, 2026, Birkenstock will make a payment of $250 million to Goldman Sachs and expects to receive initial delivery of approximately 6.0 million Birkenstock ordinary shares representing approximately 80 percent of the number of ordinary shares initially underlying the ASR agreement, based on the closing price of Birkenstock’s ordinary shares of $33.21 on May 20, 2026.

The final number of Birkenstock’s ordinary shares to be repurchased will be based on the volume-weighted average price of Birkenstock’s ordinary shares during the term of the ASR agreement, less a discount and subject to customary adjustments. At final settlement, Birkenstock may receive additional shares or,

1 BIRKENSTOCK HOLDING PLC || press release || MAY 21, 2026

under certain circumstances, may be required to make a cash payment pursuant to the terms of the ASR agreement.

The transactions under the ASR agreement are expected to be completed before June 30, 2026.

ABOUT BIRKENSTOCK

Birkenstock Holding plc is the ultimate parent company of Birkenstock Group B.V. & Co. KG and its subsidiaries (the "Birkenstock Group"). BIRKENSTOCK is a global brand which embraces all consumers regardless of geography, gender, age and income and which is committed to a clear purpose - encouraging proper foot health. Deeply rooted in studies of the biomechanics of the human foot and backed by a family tradition of shoemaking that can be traced back to 1774, BIRKENSTOCK is a timeless «super brand» with a brand universe that transcends product categories and ranges from entry-level to luxury price points while addressing the growing need for a conscious and active lifestyle. Function, quality and tradition are the core values of the Zeitgeist brand which features products in the footwear, sleep systems and natural cosmetics categories. BIRKENSTOCK is the inventor of the footbed and has shaped the principle of walking as intended by nature ("Naturgewolltes Gehen").

INVESTOR & MEDIA CONTACT

Birkenstock Holding plc

ir@birkenstock-holding.com

2 BIRKENSTOCK HOLDING PLC || press release || MAY 21, 2026

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute “forward-looking” statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to our current expectations and views of future events, including our current expectations and views with respect to, among other things, our operations and financial performance. In particular, such forward-looking statements include statements relating to our fiscal 2026 outlook. Forward-looking statements include all statements that do not relate to matters of historical fact. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” “aim,” “anticipate,” “assume,” “continue,” “could,” “expect,” “forecast,” “guidance,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or similar words or phrases, or the negatives of those words or phrases. The forward-looking statements contained in this press release are based on the Company’s current expectations and are not guarantees of future performance. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward- looking statements. Our actual results could differ materially from those expected in our forward-looking statements for many reasons, including: 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; risks related to merchandise returns; harm to our brand and market share due to counterfeit products; our ability to successfully operate and expand retail stores, and our dependence on favorable lease terms, brand awareness and the ability to hire adequate staff to successfully operate such retail stores; economic conditions impacting consumer spending, such as inflation, tariffs and other trade policy actions, the deterioration of consumer sentiment, a deterioration of the macroeconomic situation generally, and our ability to react to any of them; the relative illiquidity of our real property investments and our ability to sell properties on reasonable terms in response to changing economic, financial and investment conditions; risks related to our non-footwear products; failure to realize expected returns from our investments in our businesses and operations; our ability to adequately manage our acquisitions, investments or other strategic initiatives; our ability to manage our operations at our current size or manage future growth effectively; currency exchange rate fluctuations; risks related to global or regional health events; our dependence on third parties for our sales and distribution channels, as well as deterioration or termination of relationships with major wholesale partners; risks related to the conversion of wholesale distribution markets to owned and operated markets and risks related to productivity or efficiency initiatives; operational challenges related to the distribution of our products; seasonality, weather conditions and climate change; adverse events influencing the sustainability of our supply chain or our relationships with major suppliers, or increases in raw materials or labor costs; our ability to effectively manage inventory; unforeseen business interruptions and other operational problems at our production facilities, as well as disruptions to our shipping and delivery arrangements; fluctuations in product costs and availability due to fuel price uncertainty; failure to attract, hire, train and retain key employees and deterioration of relationships with employees, employee representative bodies and stakeholders; our dependence on the services and reputation of our Chief Executive Officer; adequate protection, maintenance and enforcement of our trademarks and other intellectual property rights; regulations governing the use and processing of personal data, as well as disruption and security breaches affecting information technology systems; payment-related risks related to the use of credit cards and debit cards; the reliance of our operations, products, systems and services on complex IT systems; risks related to international markets; risks related to litigation, compliance and regulatory matters, including corporate responsibility and ESG matters; risks related to climate change and regulatory responses to it; inadequate insurance coverage, or increased insurance costs; compliance with existing laws and regulations or changes in such laws and regulations; tax-related risks; risks related to our amount of indebtedness, its restrictive covenants and our ability to repay our debt; control by our Principal Shareholder whose interests may conflict with ours or yours in the future; material weaknesses identified in our internal control over financial reporting and our ability to remediate such material weaknesses; our status as a foreign private issuer and as a “controlled company” within the meaning of the NYSE rules; natural disasters, public health crises, political crises, civil unrest and other catastrophic events beyond control and the factors described in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on December 18, 2025, as updated, from time to time, by our reports on Form 6-K that update, supplement or supersede such information. Any forward-looking statement made by us in this press release speaks only as of the date of this press release and is expressly qualified in its entirety by the cautionary statements included in this press release. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

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Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 31.2 KB