How many Birkenstock (BIRK) shares were repurchased in the Share Redemption and for how much?

Birkenstock repurchased 12,761,613 ordinary shares in a Share Redemption for an aggregate $499,999,997.34. These shares were redeemed from the underwriter at the same per-share price it paid the selling shareholder in the offering.

What happens to the Birkenstock (BIRK) shares repurchased in the Share Redemption?

The 12,761,613 ordinary shares repurchased in the Share Redemption will be cancelled and no longer outstanding. This cancellation directly reduces Birkenstock’s total ordinary shares in issue after completion of the transaction.

Birkenstock redeems $500M in shares, cancels 12.8M

Q: How many Birkenstock (BIRK) shares were sold to the public and at what price?

A total of 15,384,613 ordinary shares of Birkenstock were sold to the public at a price of $39.35 per share. This amount includes 2,623,000 shares issued upon the partial exercise of the underwriter’s 30-day option.

Q: Under which SEC registration statements was the Birkenstock (BIRK) transaction conducted and incorporated by reference?

The transaction was conducted under Birkenstock’s Form F-3 registration statement (No. 333-284905). This report is also incorporated by reference into that Form F-3ASR and the company’s Form S-8 registration statement (No. 333-274968).

Birkenstock Holding plc reported the closing of a secondary offering of 28,146,226 ordinary shares by a selling shareholder.

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

6-K

Rhea-AI Filing Summary

Birkenstock Holding plc reported the closing of a secondary offering of 28,146,226 ordinary shares by a selling shareholder. Of these, 15,384,613 shares (including 2,623,000 from a partially exercised over-allotment option) were sold to the public at $39.35 per share. The company also completed a Share Redemption, repurchasing 12,761,613 shares from the underwriter for an aggregate $499,999,997.34, with the redeemed shares to be cancelled and no longer outstanding. The transaction was conducted under an effective registration statement on Form F-3, supported by a base prospectus, a free writing prospectus, and a final prospectus supplement.

Positive

Completed Share Redemption of 12,761,613 shares for $499,999,997.34, with all redeemed shares to be cancelled, directly reducing the number of ordinary shares outstanding.

Negative

None.

Key Figures

Total shares in secondary offering: 28,146,226 ordinary shares Shares sold to public: 15,384,613 ordinary shares Over-allotment option shares: 2,623,000 ordinary shares +3 more

6 metrics

Total shares in secondary offering 28,146,226 ordinary shares Ordinary shares sold by the selling shareholder in the secondary offering

Shares sold to public 15,384,613 ordinary shares Shares sold at a public offering price of $39.35 per share

Over-allotment option shares 2,623,000 ordinary shares Portion of shares sold pursuant to partial exercise of 30-day option

Public offering price $39.35 per ordinary share Price at which ordinary shares were sold to the public

Shares repurchased in Share Redemption 12,761,613 ordinary shares Ordinary shares repurchased by the company from the underwriter

Aggregate Share Redemption amount $499,999,997.34 Total consideration paid by the company to redeem 12,761,613 shares

Key Terms

secondary offering, Share Redemption, registration statement on Form F-3, prospectus supplement, +1 more

5 terms

secondary offering financial

"closed the secondary offering by BK LC Lux MidCo S.à r.l."

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

registration statement on Form F-3 regulatory

"made pursuant to the Company's registration statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

prospectus supplement regulatory

"a final prospectus supplement, dated August 13, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Form S-8 regulatory

"incorporated by reference in the registration statement on Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

FAQ

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

What did Birkenstock Holding plc (BIRK) announce regarding its August 2026 secondary offering?

Birkenstock Holding plc announced the closing of a secondary offering of 28,146,226 ordinary shares by a selling shareholder. The deal included public sales and a company Share Redemption conducted under an effective Form F-3 shelf registration.

How many Birkenstock (BIRK) shares were sold to the public and at what price?

A total of 15,384,613 ordinary shares of Birkenstock were sold to the public at a price of $39.35 per share. This amount includes 2,623,000 shares issued upon the partial exercise of the underwriter’s 30-day option.

Under which SEC registration statements was the Birkenstock (BIRK) transaction conducted and incorporated by reference?

The transaction was conducted under Birkenstock’s Form F-3 registration statement (No. 333-284905). This report is also incorporated by reference into that Form F-3ASR and the company’s Form S-8 registration statement (No. 333-274968).

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

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Available on EDGAR 08/17/2026 - 04:15 PM Accepted by SEC EDGAR 08/17/2026 - 04:15 PM

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 August 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 ☐

Information Contained in this Report on Form 6-K

On August 17, 2026, Birkenstock Holding plc (the “Company”) closed the secondary offering (the “Offering”) by BK LC Lux MidCo S.à r.l. (the “Selling Shareholder”) of 28,146,226 ordinary shares of the Company, of which 15,384,613 ordinary shares, including 2,623,000 ordinary shares purchased by the underwriter pursuant to the partial exercise on August 14, 2026 of its 30-day option to purchase additional ordinary shares, were sold at a public offering price of $39.35 per ordinary share and 12,761,613 ordinary shares were repurchased by the Company by way of the Share Redemption described below, pursuant to an underwriting agreement, dated August 13, 2026, by and among the Company, the Selling Shareholder and J.P. Morgan Securities LLC, as underwriter (the “Underwriting Agreement”).

In connection with the Offering, the Company repurchased by way of redemption from the underwriter 12,761,613 ordinary shares that were subject to the Offering, for an aggregate redemption amount of $499,999,997.34, at a price per ordinary share equal to the price per share paid by the underwriter to the Selling Shareholder in the Offering (the “Share Redemption”). The ordinary shares redeemed by the Company pursuant to the Share Redemption will be cancelled and no longer outstanding following the completion of the Share Redemption.

The Offering was made pursuant to the Company's registration statement on Form F-3 (File No. 333 -

284905) filed with the Securities and Exchange Commission (the "SEC") on February 13, 2025 (the "Registration Statement"), a base prospectus, dated February 13, 2025 included as part of the Registration Statement, a free writing prospectus, dated August 13, 2026 and filed with the SEC on August 13, 2026, and a final prospectus supplement, dated August 13, 2026 and filed with the SEC on August 14, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Exhibit Index


Exhibit Number	Description
1.1	Underwriting Agreement, dated August 13, 2026, among Birkenstock Holding plc, BK LC Lux MidCo S.à r.l., and J.P. Morgan Securities LLC
5.1	Opinion of Carey Olsen Jersey LLP, dated the day hereof, regarding certain Jersey law matters

Incorporation by Reference

This report on Form 6-K shall be deemed to be filed and incorporated by reference in the registration statement on Form F-3ASR (No. 333-284905) and the registration statement on Form S-8 (No. 333-274968) of the Company and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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: August 17, 2026		By:/s/ Ruth Kennedy______________
		Name: Ruth Kennedy
		Title: Director

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents