Form SCHEDULE 13D/A Birkenstock Holding plc Filed by: CB Beteiligungs GmbH & Co. KG
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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) |
(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).
SCHEDULE 13D
|
| CUSIP No. |
| 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
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 No. |
| 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
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 No. |
| 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
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.
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Comments accompanying signature:
CB Verwaltungs GmbH is the general partner of CB Beteiligungs GmbH & Co. KG. |
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