Schedule 13G/A: Group discloses 115M shares (62.5%) in Birkenstock

Rhea-AI Filing Summary

Birkenstock Holding plc (BIRK) Schedule 13G/A shows a group of related entities and individuals jointly report beneficial ownership of 115,000,327 ordinary shares, representing 62.5% of the class. The shares are held directly by BK LC Lux MidCo S.a r.l. and control flows through a chain of entities ultimately managed by Catterton Caledonia 1 Limited, Catterton Caledonia 2 Limited and directors James Michael Chu and Scott Arnold Dahnke. Percentage ownership is calculated using 183,906,056 ordinary shares outstanding as of June 30, 2025, per the issuer's Form 6-K. The filing incorporates a joint filing agreement dated February 9, 2024, and signatures dated August 14, 2025.

Positive

• Majority stake disclosed: The group holds 62.5% of outstanding shares, providing clear strategic control.
• Transparent ownership chain: The filing details the holding structure from MidCo through GP and managing members, improving clarity for investors.
• Joint filing agreement included: The filing references a formal joint filing agreement, clarifying coordinated reporting among the parties.

Negative

• High ownership concentration: 62.5% ownership significantly reduces public float and could limit influence of other shareholders.
• Potential governance centralization: Majority control by a related group may allow transaction approvals or board changes with limited minority consent.

Insights

Private Equity / Shareholder Control Specialist

TL;DR: A coordinated group now holds a clear majority stake (62.5%), giving them effective control and strategic influence over Birkenstock.

The Schedule 13G/A discloses that related investment vehicles and two named directors collectively hold 115,000,327 shares, equal to 62.5% of outstanding ordinary shares. That level of ownership is materially controlling and likely enables the group to determine board composition and major corporate actions, subject to governance rules and any minority protections in the charter. The ownership is held through a MidCo whose management chain is described in the filing, and the joint filing agreement formalizes the shared reporting. This is a decisive ownership concentration that reduces free float and centralizes decision-making authority.

Corporate Governance Analyst

TL;DR: Majority ownership by a coordinated investor group materially changes governance dynamics and investor influence at Birkenstock.

The statement outlines shared voting and dispositive power of 115,000,327 shares across BK LC Lux MidCo, Catterton Caledonia entities and two individual directors. With 62.5% ownership, the reporting group can pass ordinary corporate measures and exert significant influence over strategic direction. The filing is transparent about the ownership chain and cites the Form 6-K outstanding share count used for percentage calculations. Investors should note the high ownership concentration documented here, which is a material governance development.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(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 115,000,327.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 115,000,327.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000,327.00

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)

62.5 %

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 115,000,327.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 115,000,327.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000,327.00

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)

62.5 %

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 115,000,327.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 115,000,327.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000,327.00

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)

62.5 %

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 115,000,327.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 115,000,327.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000,327.00

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)

62.5 %

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 115,000,327.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 115,000,327.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

115,000,327.00

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)

62.5 %

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 June 30, 2025, as reported in the Issuer's Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on August 14, 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. This statement on Schedule 13G (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.
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:	08/14/2025

Catterton Caledonia 1 Limited

Signature:	/s/ James Michael Chu
Name/Title:	James Michael Chu / Authorized Person
Date:	08/14/2025

Catterton Caledonia 2 Limited

Signature:	/s/ James Michael Chu
Name/Title:	James Michael Chu / Authorized Person
Date:	08/14/2025

Scott Arnold Dahnke

Signature:	/s/ Scott Arnold Dahnke
Name/Title:	Scott Arnold Dahnke / Individual
Date:	08/14/2025

James Michael Chu

Signature:	/s/ James Michael Chu
Name/Title:	James Michael Chu / Individual
Date:	08/14/2025

Comments accompanying signature: 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.

FAQ

What percentage of Birkenstock (BIRK) do the reporting persons own?

The reporting persons collectively report beneficial ownership of 115,000,327 shares, representing 62.5% of the class.

Which entities and individuals filed the Schedule 13G/A for BIRK?

The filing was made by BK LC Lux MidCo S.a r.l., Catterton Caledonia 1 Limited, Catterton Caledonia 2 Limited, and individuals Scott Arnold Dahnke and James Michael Chu.

What share count was used to calculate the 62.5% ownership for BIRK?

Percent ownership is based on 183,906,056 ordinary shares outstanding as of June 30, 2025, per the issuer's Form 6-K.

Are the reported shares held directly or indirectly for BIRK?

The reported securities are held directly by MidCo (BK LC Lux MidCo S.a r.l.), with control described through a chain of entities and managers.

Does the filing indicate coordinated control among the reporting persons for BIRK?

Yes. The filing references a Joint Filing Agreement dated February 9, 2024 and discloses shared voting and dispositive power across the reporting persons.