Birkenstock (NYSE: BIRK) holder keeps 10% after 12.8M-share redemption

Rhea-AI Filing Summary

Birkenstock Holding plc (BIRK) received an updated Schedule 13D/A from CB Beteiligungs GmbH & Co. KG and related entities, reporting continued beneficial ownership of 16,763,510 ordinary shares, representing 10.2% of Birkenstock’s outstanding shares.

The filing reflects a change in ownership percentage driven by Birkenstock’s redemption and cancellation of 12,761,613 shares in connection with a secondary offering by BK LC Lux MidCo S.a r.l., which closed on August 17, 2026. The reporting persons did not buy or sell Birkenstock shares in this transaction and state they have no present plans involving major corporate actions for Birkenstock.

Key Figures

Shares beneficially owned: 16,763,510 shares Ownership percentage: 10.2% Shares outstanding: 165,126,204 shares +3 more

6 metrics

Shares beneficially owned 16,763,510 shares Ordinary shares beneficially owned by each reporting person

Ownership percentage 10.2% Percent of Birkenstock ordinary shares represented by 16,763,510 shares

Shares outstanding 165,126,204 shares Shares outstanding after redemption and cancellation on August 17, 2026

Shares redeemed and cancelled 12,761,613 shares Issuer shares redeemed from the underwriter and cancelled on August 17, 2026

CEO direct holdings 1,361,273 shares Issuer shares directly held by CEO Oliver Reichert, excluded from group reporting

Subparticipation interest 10% Contractual subparticipation equal to 10% of shares held by CBB

Key Terms

beneficially owned, secondary offering, redemption, dispositive power, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 16,763,510.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

secondary offering financial

"pricing of a secondary offering by BK LC Lux MidCo S.a 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.

redemption financial

"a concurrent repurchase by the Issuer, by way of redemption from the underwriter"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

dispositive power financial

"sole power to vote, and sole power to dispose of, all of the 16,763,510"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

subparticipation financial

"a contractual subparticipation equal to 10% of the Issuer Shares"

Joint Filing Agreement regulatory

"Exhibit 99.1 - Joint Filing Agreement, dated February 27, 2026"

FAQ

How many Birkenstock (BIRK) shares do the reporting persons currently own?

The reporting persons report beneficial ownership of 16,763,510 Birkenstock ordinary shares. This stake gives them sole voting and dispositive power over those shares through their structure involving CB Beteiligungs GmbH & Co. KG, CB Verwaltungs GmbH, and CB Christian Birkenstock Stiftung.

What percentage of Birkenstock (BIRK) does the reporting group hold after this amendment?

The reporting persons state they beneficially own 10.2% of Birkenstock’s ordinary shares. This percentage is calculated based on 165,126,204 shares outstanding after Birkenstock’s redemption and cancellation of 12,761,613 shares on August 17, 2026.

Did the reporting persons buy or sell Birkenstock (BIRK) shares in the recent secondary offering?

No. The filing states the reporting persons did not sell or purchase any Birkenstock shares in connection with the secondary offering and concurrent issuer repurchase. Their ownership percentage changed because Birkenstock redeemed and cancelled 12,761,613 shares.

What transaction by Birkenstock (BIRK) affected the reporting persons’ ownership percentage?

Birkenstock completed a redemption and cancellation of 12,761,613 shares on August 17, 2026, tied to a secondary offering by BK LC Lux MidCo S.a r.l. This reduced total shares outstanding to 165,126,204, affecting the reported ownership percentage.

What role does CB Christian Birkenstock Stiftung play in Birkenstock (BIRK) share voting?

CB Christian Birkenstock Stiftung, a Liechtenstein trust, is described as having sole power to vote and dispose of the 16,763,510 Birkenstock shares held by CB Beteiligungs GmbH & Co. KG, through trustees who exercise investment and voting power.

How many Birkenstock (BIRK) shares does CEO Oliver Reichert directly hold?

The filing notes that CEO Oliver Reichert directly holds 1,361,273 Birkenstock shares. These shares are excluded from the group holdings reported in this Schedule 13D/A, as he is not deemed part of the reporting group for those shares.

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

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Available on EDGAR 08/18/2026 - 04:00 PM Accepted by SEC EDGAR 08/18/2026 - 04:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Birkenstock Holding plc

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

M2029K104

(CUSIP Number)

CB Beteiligungs GmbH & Co. KG
Burg Ockenfels,
Linz, 2M, 53545
49 2683 9359 1592

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M2029K104

1

Name of reporting person

CB Beteiligungs GmbH & Co. KG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,763,510.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,763,510.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,763,510.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): M2029K104

1

Name of reporting person

CB Verwaltungs GmbH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,763,510.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,763,510.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,763,510.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): M2029K104

1

Name of reporting person

CB Christian Birkenstock Stiftung

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LIECHTENSTEIN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,763,510.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,763,510.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,763,510.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.2 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, no par value
(b)	Name of Issuer: Birkenstock Holding plc
(c)	Address of Issuer's Principal Executive Offices: 1-2 Berkeley Square, London, UNITED KINGDOM , W1J 6EA.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2026, as amended by Amendment No. 1 filed on February 27, 2026 (the "Schedule 13D"). Except as provided herein, this Amendment does not modify any information previously reported in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	The Schedule 13D is filed by CB Beteiligungs GmbH & Co. KG, a limited partnership formed under the laws of Germany ("CBB"); CB Verwaltungs GmbH, a limited liability company formed under the laws of Germany that is the general partner of CBB ("CB Verwaltungs GmbH") and CB Christian Birkenstock Stiftung, a trust formed under the laws of Liechtenstein ("CB Birkenstock Stiftung" and, together with CBB and CB Verwaltungs GmbH, the "Reporting Persons").
(b)	The business address for CBB and CB Verwaltungs GmbH is Burg Ockenfels 53545 Linz, Germany. The business address for CB Birkenstock Stiftung is Landstrasse 33, 9490 Vaduz, Liechtenstein.
(c)	Not applicable.
(d)	During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings were and are not subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws.
(f)	Not applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable. The Reporting Persons did not acquire or dispose of Issuer Shares in connection with the Issuer repurchase described in Item 4.
Item 4.	Purpose of Transaction
	On August 13, 2026, the Issuer announced the pricing of a secondary offering by BK LC Lux MidCo S.a r.l. and a concurrent repurchase by the Issuer, by way of redemption from the underwriter, of 12,761,613 Issuer Shares. On August 17, 2026, the offering closed and the Issuer completed the redemption of 12,761,613 Issuer Shares, which were cancelled and are no longer outstanding. The Reporting Persons did not sell or purchase any Issuer Shares in connection with the offering or the repurchase. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters enumerated in Item 4(a)-(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The disclosures in the Reporting Persons pages and in Item 4 are incorporated by reference herein. The percentages used in this Amendment are calculated based upon 165,126,204 Issuer Shares outstanding following the Issuer's redemption and cancellation of 12,761,613 Issuer Shares on August 17, 2026.
(b)	CBB is a partnership of which Mr. Reichert, the Chief Executive Officer and a Director of the Issuer, is the managing director and of which CB Verwaltungs GmbH is the general partner. Mr. Reichert is also managing director of CB Verwaltungs GmbH. The sole shareholder of CB Verwaltungs GmbH is CB Birkenstock Stiftung, which is a trust managed by three trustees that exercise investment and voting power over the Issuer Shares directly held by CBB. As a result, CB Birkenstock Stiftung has sole power to vote, and sole power to dispose of, all of the 16,763,510 Issuer Shares directly held by CBB. Mr. Reichert directly holds 1,361,273 Issuer Shares, which are excluded from this Amendment as Mr. Reichert is not a member of a group with the Reporting Persons. In addition, Mr. Reichert has a contractual subparticipation equal to 10% of the Issuer Shares directly held by CBB and reported on this Amendment, however Mr. Reichert disclaims beneficial ownership of the Issuer Shares held by CBB, except to the extent of his pecuniary interest therein.
(c)	The Reporting Persons have not effected any transactions in the ordinary shares of the Issuer during the 60 days preceding the date of this filing.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Amendment is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement, dated February 27, 2026, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on February 27, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CB Beteiligungs GmbH & Co. KG

Signature:	/s/ Oliver Reichert
Name/Title:	Oliver Reichert / Managing Director
Date:	08/18/2026

CB Verwaltungs GmbH

Signature:	/s/ Oliver Reichert
Name/Title:	Oliver Reichert / Managing Director
Date:	08/18/2026

CB Christian Birkenstock Stiftung

Signature:	/s/ Oliver Reichert
Name/Title:	Oliver Reichert / Trustee
Date:	08/18/2026

Comments accompanying signature:

CB Verwaltungs GmbH is the general partner of CB Beteiligungs GmbH & Co. KG.