Birkenstock Holding plc’s latest Schedule 13G/A (Amendment No. 3) shows that a reporting group led by BK LC Lux MidCo S.a r.l. holds a significant majority stake in the company. The reporting persons collectively report beneficial ownership of 99,416,513 ordinary shares, representing 54.1% of the class.
The shares are held directly by MidCo, with an upstream ownership and control chain through BK LC Lux SCA, BK LC Lux GP S.a r.l., LC9 Caledonia AIV GP, LLP, and its members Catterton Caledonia 1 Limited and Catterton Caledonia 2 Limited. Directors James Michael Chu and Scott Arnold Dahnke may be deemed to share voting and dispositive power over these shares. The percentage is based on 183,906,056 ordinary shares outstanding as of November 30, 2025, and the filing is made voluntarily to reflect a transfer of ordinary shares on January 16, 2026.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Birkenstock Holding plc
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M2029K104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M2029K104
1
Names of Reporting Persons
BK LC Lux MidCo S.a r.l.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
LUXEMBOURG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
99,416,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
99,416,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
99,416,513.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
M2029K104
1
Names of Reporting Persons
Catterton Caledonia 1 Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
99,416,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
99,416,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
99,416,513.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
M2029K104
1
Names of Reporting Persons
Catterton Caledonia 2 Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
99,416,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
99,416,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
99,416,513.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
M2029K104
1
Names of Reporting Persons
Scott Arnold Dahnke
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
99,416,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
99,416,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
99,416,513.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
M2029K104
1
Names of Reporting Persons
James Michael Chu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
99,416,513.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
99,416,513.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
99,416,513.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
54.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Birkenstock Holding plc
(b)
Address of issuer's principal executive offices:
1-2 Berkeley Square, London W1J 6EA, United Kingdom
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, collectively referred to herein as the "Reporting Persons":
(i) BK LC Lux MidCo S.a r.l. ("MidCo")
(ii) Catterton Caledonia 1 Limited ("Caledonia 1")
(iii) Catterton Caledonia 2 Limited ("Caledonia 2")
(iv) Scott Arnold Dahnke
(v) James Michael Chu
(b)
Address or principal business office or, if none, residence:
599 West Putnam Avenue
Greenwich, CT 06830
(c)
Citizenship:
See responses to Item 4 on each cover page.
(d)
Title of class of securities:
Ordinary Shares, no par value
(e)
CUSIP No.:
M2029K104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
All calculations of percentage ownership herein are based on 183,906,056 ordinary shares outstanding as of November 30, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on December 18, 2025.
The reported securities are held directly by MidCo. The management of MidCo is controlled by BK LC Lux SCA. BK LC Lux GP S.a r.l. is the general partner of BK LC Lux SCA. The management of BK LC Lux GP S.a r.l. is controlled by LC9 Caledonia AIV GP, LLP. LC9 Caledonia AIV GP, LLP is managed by its members, Caledonia 1 and Caledonia 2. The management of each of Caledonia 1 and Caledonia 2 is controlled by its directors, James Michael Chu and Scott Arnold Dahnke. As such, Messrs. Chu and Dahnke may be deemed to share voting and dispositive power with respect to the shares held directly by MidCo.
The reported ownership gives effect to transactions effected after December 31, 2025. In this regard, this statement on Schedule 13G (this "Statement") is being voluntarily filed to update the Reporting Persons' beneficial ownership after giving effect to a transfer of ordinary shares by the Reporting Persons on January 16, 2026. This Statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement.
(b)
Percent of class:
See responses to Item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
BK LC Lux MidCo S.a r.l.
Signature:
/s/ James Michael Chu
Name/Title:
James Michael Chu / Manager
Date:
02/06/2026
Catterton Caledonia 1 Limited
Signature:
/s/ James Michael Chu
Name/Title:
James Michael Chu / Authorized Person
Date:
02/06/2026
Catterton Caledonia 2 Limited
Signature:
/s/ James Michael Chu
Name/Title:
James Michael Chu / Authorized Person
Date:
02/06/2026
Scott Arnold Dahnke
Signature:
/s/ Scott Arnold Dahnke
Name/Title:
Scott Arnold Dahnke / Individual
Date:
02/06/2026
James Michael Chu
Signature:
/s/ James Michael Chu
Name/Title:
James Michael Chu / Individual
Date:
02/06/2026
Exhibit Information
Exhibit A Joint Filing Agreement, dated as of February 9, 2024, incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 9, 2024.
How many Birkenstock (BIRK) shares do the reporting persons beneficially own?
The reporting persons beneficially own 99,416,513 ordinary shares of Birkenstock Holding plc. This block is held directly by BK LC Lux MidCo S.a r.l., with several related entities and individuals potentially sharing voting and dispositive power over the same shares.
What percentage of Birkenstock (BIRK) does the reporting group hold in this Schedule 13G/A?
The reporting group holds 54.1% of Birkenstock’s ordinary shares. This percentage is calculated using 183,906,056 ordinary shares outstanding as of November 30, 2025, as disclosed in Birkenstock’s Annual Report on Form 20-F filed on December 18, 2025.
Who are the main reporting persons in the Birkenstock (BIRK) Schedule 13G/A Amendment No. 3?
The main reporting persons are BK LC Lux MidCo S.a r.l., Catterton Caledonia 1 Limited, Catterton Caledonia 2 Limited, Scott Arnold Dahnke, and James Michael Chu. They are collectively referred to as the reporting persons and may share voting and dispositive power over the same share block.
How are the Birkenstock (BIRK) shares held and who controls BK LC Lux MidCo S.a r.l.?
The reported shares are held directly by BK LC Lux MidCo S.a r.l.. Its management is controlled through BK LC Lux SCA and BK LC Lux GP S.a r.l., then LC9 Caledonia AIV GP, LLP, whose members are Catterton Caledonia 1 Limited and Catterton Caledonia 2 Limited.
What role do James Michael Chu and Scott Arnold Dahnke play in Birkenstock (BIRK) share ownership?
James Michael Chu and Scott Arnold Dahnke are directors of Catterton Caledonia 1 and 2. Through this structure, they may be deemed to share voting and dispositive power over the 99,416,513 shares held by MidCo, although the filing disclaims any admission of beneficial ownership.
Why was this Birkenstock (BIRK) Schedule 13G/A filing made and what date does it reflect?
This Schedule 13G/A (Amendment No. 3) was filed voluntarily to update the reporting persons’ beneficial ownership. It reflects changes after a transfer of ordinary shares on January 16, 2026, following an ownership baseline as of December 31, 2025.
