Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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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) |
01/16/2026 (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).
SCHEDULE 13D
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| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,958,475.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,958,475.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,958,475.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 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 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, Germany. |
| (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 |
On January 16, 2026, the Reporting Persons acquired a total of 13,958,475 ordinary shares, no par value of the Issuer ("Issuer Shares") as consideration in kind in respect of interests in BK LC Lux MidCo S.a r.l. ("MidCo"). The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On January 16, 2026, CBB entered into a Share Repurchase Agreement with MidCo (the "Share Repurchase Agreement"). Under the Share Repurchase Agreement, MidCo repurchased from CBB a total of 2,952,277 shares in MidCo. The consideration for such repurchase was paid in kind through the transfer by MidCo to CBB of 13,958,475 Issuer Shares. The repurchase and in-kind payment were effected contemporaneously with execution of the Share Repurchase Agreement and with the effect of a distribution of Issuer Shares pro rata in respect CBB's interest in MidCo. Following consummation of this transaction, the Reporting Persons no longer hold any equity interests in MidCo and CBB directly holds the Issuer Shares previously held by MidCo (the "Roll Down Transaction"). The purpose of the Roll Down Transaction was to align the Reporting Persons' holding structure with the post-listing capitalization of the Issuer and to simplify the ownership chain of the Issuer following its public offering. From time to time, the Reporting Persons may acquire additional Issuer Shares or determine to dispose of Issuer Shares beneficially owned by them. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, upon further developments, including the ongoing evaluation of the Issuer's business, financial condition, operating results and prospects, other investment and business opportunities available to them, general stock market and economic conditions, tax considerations, the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the Reporting Persons, may change their investment in the Issuer. Furthermore, the Reporting Persons may discuss items of mutual interest with the Issuer's management and other investors, which could include items in subparagraphs (a) through (j) of Item 4 Schedule 13D. Except as otherwise described 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 Schedule 13D are calculated based upon 183,906,056 Issuer Shares outstanding as of September 30, 2025. |
| (b) | CBB is a partnership of which Oliver Reichert, the Chief Executive Officer and a Director of the Issuer ("Mr. Reichert"), 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 13,958,475 Issuer Shares directly held by CBB. Mr. Reichert directly holds 1,361,273 Issuer Shares, which are excluded from this Schedule 13D 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 Schedule 13D, however Mr. Reichert disclaims beneficial ownership of the Issuer Shares held by CBB, except to the extent of his pecuniary interest therein. |
| (c) | Except as described in Item 4 above, 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 |
With respect to the Roll Down Transaction, CBB is party to the Share Repurchase Agreement pursuant to which MidCo repurchased from CBB a total of 2,952,277 shares in MidCo in exchange for 13,958,475 Issuer Shares. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Description 99.1 Share Repurchase Agreement, dated January 16, 2026, by and between CB Beteiligungs GmbH & Co. KG and BK LC Lux MidCo S.a r.l. 99.2 Joint Filing Agreement, dated January 26, 2026, by and between the Reporting Persons. |
| 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.
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Comments accompanying signature:
CB Verwaltungs GmbH is the general partner of CB Beteiligungs GmbH & Co. KG |