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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

 

For the Month of May 2026

 

 

Commission file number: 001-41836

 

 

 

Birkenstock Holding plc

(Translation of registrant's name into English)

 

 

 

 

1-2 Berkeley Square

London W1J 6EA

United Kingdom

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

 

 


 

 

Table of Contents

 

 

 

Page

PART I - FINANCIAL INFORMATION

1

 

 

ITEM 1. FINANCIAL STATEMENTS

1

Unaudited Interim Condensed Consolidated Statements of Financial Position

2

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income

3

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

4

Unaudited Interim Condensed Consolidated Statements of Cash Flows

5

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

20

 

 

PART II - OTHER INFORMATION

43

 

 

ITEM 1. LEGAL PROCEEDINGS

43

ITEM 1A. RISK FACTORS

43

ITEM 2. INCORPORATION BY REFERENCE

43

 

 

SIGNATURES

44

 

 

 

 

 

 


 

PART I FINANCIAL INFORMATION

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

Birkenstock Holding plc

Unaudited Interim Condensed Consolidated Financial Statements

as of March 31, 2026 and for the three and six months ended March 31, 2026 and 2025

 

1


 

Unaudited Interim Condensed Consolidated Statements of Financial Position

 

 

(In thousands of Euros)

Notes

 

March 31, 2026

 

 

September 30, 2025

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Goodwill

 

 

 

1,526,733

 

 

 

1,512,270

 

Intangible assets (other than goodwill)

 

 

 

1,580,713

 

 

 

1,577,248

 

Property, plant and equipment

7

 

 

391,358

 

 

 

357,496

 

Right-of-use assets

8

 

 

208,298

 

 

 

179,762

 

Deferred tax assets

 

 

 

18,726

 

 

 

11,556

 

Other assets

11

 

 

24,786

 

 

 

28,425

 

Total non-current assets

 

 

 

3,750,614

 

 

 

3,666,757

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Inventories

9

 

 

844,706

 

 

 

704,417

 

Trade and other receivables

 

 

 

298,959

 

 

 

160,245

 

Current tax assets

 

 

 

3,859

 

 

 

6,544

 

Other current assets

11

 

 

64,858

 

 

 

75,090

 

Cash and cash equivalents

 

 

 

201,467

 

 

 

329,067

 

Total current assets

 

 

 

1,413,849

 

 

 

1,275,363

 

Total assets

 

 

 

5,164,463

 

 

 

4,942,120

 

 

 

 

 

 

 

 

 

Shareholders' equity and liabilities

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

Share premium

10

 

 

1,992,302

 

 

 

1,992,302

 

Other capital reserve

 

 

 

69,140

 

 

 

68,920

 

Retained earnings

 

 

 

898,319

 

 

 

765,905

 

Accumulated other comprehensive loss

 

 

 

(66,574

)

 

 

(104,401

)

Total shareholders' equity

 

 

 

2,893,187

 

 

 

2,722,726

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Loans and borrowings

12

 

 

1,131,758

 

 

 

1,128,010

 

Tax receivable agreement liability

13

 

 

294,219

 

 

 

302,400

 

Lease liabilities

8

 

 

174,101

 

 

 

149,338

 

Provisions

 

 

 

4,785

 

 

 

4,413

 

Deferred tax liabilities

 

 

 

169,994

 

 

 

163,429

 

Deferred income

14

 

 

9,611

 

 

 

13,657

 

Other liabilities

 

 

 

6,855

 

 

 

4,477

 

Total non-current liabilities

 

 

 

1,791,323

 

 

 

1,765,724

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Loans and borrowings

12

 

 

16,910

 

 

 

17,133

 

Tax receivable agreement liability

13

 

 

60,881

 

 

 

54,364

 

Lease liabilities

8

 

 

50,073

 

 

 

43,581

 

Trade and other payables

 

 

 

142,122

 

 

 

136,003

 

Accrued liabilities

 

 

 

34,150

 

 

 

32,222

 

Other financial liabilities

11

 

 

17,089

 

 

 

4,202

 

Provisions

 

 

 

25,575

 

 

 

36,338

 

Contract liabilities

 

 

 

9,654

 

 

 

6,195

 

Current tax liabilities

 

 

 

98,853

 

 

 

106,958

 

Other current liabilities

 

 

 

24,646

 

 

 

16,674

 

Total current liabilities

 

 

 

479,953

 

 

 

453,670

 

Total liabilities

 

 

 

2,271,276

 

 

 

2,219,394

 

Total shareholders' equity and liabilities

 

 

 

5,164,463

 

 

 

4,942,120

 

 

 

2


 

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income

 

 

 

 

Three months ended March 31,

 

 

Six months ended March 31,

 

(In thousands of Euros, except share and per share information)

Notes

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

15

 

 

618,333

 

 

 

574,330

 

 

 

1,020,234

 

 

 

936,049

 

Cost of sales

16

 

 

(284,780

)

 

 

(242,756

)

 

 

(462,736

)

 

 

(386,441

)

Gross profit

 

 

 

333,553

 

 

 

331,574

 

 

 

557,498

 

 

 

549,608

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

16

 

 

(138,311

)

 

 

(126,501

)

 

 

(263,891

)

 

 

(244,656

)

General and administrative expenses

16

 

 

(32,974

)

 

 

(32,447

)

 

 

(62,240

)

 

 

(56,551

)

Foreign exchange gain (loss)

 

 

 

(6,953

)

 

 

2,570

 

 

 

(10,191

)

 

 

(9,301

)

Other income, net

6

 

 

135

 

 

 

127

 

 

 

12,581

 

 

 

253

 

Profit from operations

 

 

 

155,450

 

 

 

175,323

 

 

 

233,757

 

 

 

239,353

 

Finance cost, net

 

 

 

(33,805

)

 

 

(25,612

)

 

 

(42,954

)

 

 

(50,390

)

Profit before tax

 

 

 

121,645

 

 

 

149,711

 

 

 

190,803

 

 

 

188,963

 

Income tax expense

17

 

 

(39,762

)

 

 

(44,598

)

 

 

(58,389

)

 

 

(63,731

)

Net profit

 

 

 

81,883

 

 

 

105,113

 

 

 

132,414

 

 

 

125,232

 

Items that will be reclassified to profit (loss) if certain conditions are met:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative translation adjustment gain (loss)

 

 

 

39,249

 

 

 

(60,985

)

 

 

37,827

 

 

 

42,428

 

Other comprehensive income (loss), net of tax

 

 

 

39,249

 

 

 

(60,985

)

 

 

37,827

 

 

 

42,428

 

Total comprehensive income

 

 

 

121,132

 

 

 

44,128

 

 

 

170,241

 

 

 

167,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

18

 

 

0.45

 

 

 

0.56

 

 

 

0.72

 

 

 

0.67

 

Diluted

18

 

 

0.45

 

 

 

0.56

 

 

 

0.72

 

 

 

0.67

 

 

 

3


 

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity

 

(In thousands of Euros, except share information)

Notes

 

 

Number
of ordinary shares

 

 

Share Premium

 

 

Other
Capital Reserve

 

 

Retained Earnings

 

 

Accumulated other
comprehensive income (loss)

 

 

Total equity

 

Balance at September 30, 2024

 

 

 

 

187,829,202

 

 

 

2,168,495

 

 

 

68,920

 

 

 

417,578

 

 

 

(29,974

)

 

 

2,625,019

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

125,232

 

 

 

 

 

 

125,232

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,428

 

 

 

42,428

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

125,232

 

 

 

42,428

 

 

 

167,660

 

Equity-settled share-based compensation expense

20

 

 

 

 

 

 

 

 

 

243

 

 

 

 

 

 

 

 

 

243

 

Balance at March 31, 2025

 

 

 

 

187,829,202

 

 

 

2,168,495

 

 

 

69,163

 

 

 

542,810

 

 

 

12,454

 

 

 

2,792,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2025

 

 

 

 

183,906,056

 

 

 

1,992,302

 

 

 

68,920

 

 

 

765,905

 

 

 

(104,401

)

 

 

2,722,726

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

132,414

 

 

 

 

 

 

132,414

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,827

 

 

 

37,827

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

132,414

 

 

 

37,827

 

 

 

170,241

 

Equity-settled share-based compensation expense

20

 

 

 

 

 

 

 

 

 

220

 

 

 

 

 

 

 

 

 

220

 

Balance at March 31, 2026

 

 

 

 

183,906,056

 

 

 

1,992,302

 

 

 

69,140

 

 

 

898,319

 

 

 

(66,574

)

 

 

2,893,187

 

 

4


 

Unaudited Interim Condensed Consolidated Statements of Cash Flows

 

 

Six months ended March 31,

 

(In thousands of Euros)

2026

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

Net profit

 

132,414

 

 

 

125,232

 

Adjustments to reconcile net profit to net cash flows from operating activities:

 

 

 

 

 

Depreciation and amortization

 

61,967

 

 

 

53,504

 

Loss on disposal of property, plant and equipment

 

223

 

 

 

54

 

Finance cost, net

 

42,954

 

 

 

50,390

 

Net exchange differences

 

23,360

 

 

 

8,351

 

Gain from bargain purchase

 

(12,291

)

 

 

 

Non-cash operating items

 

220

 

 

 

243

 

Income tax expense

 

58,389

 

 

 

63,731

 

Income tax paid

 

(65,445

)

 

 

(113,596

)

Changes in working capital:

 

 

 

 

 

- Inventories and right to return assets

 

(90,366

)

 

 

(68,756

)

- Trade and other receivables

 

(152,446

)

 

 

(134,730

)

- Trade and other payables and accrued liabilities

 

11,833

 

 

 

(4,971

)

- Other

 

(10,512

)

 

 

(9,385

)

Net cash flows provided by (used in) operating activities

 

300

 

 

 

(29,933

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Interest received, net of taxes withheld

 

1,695

 

 

 

3,161

 

Purchases of property, plant and equipment

 

(58,430

)

 

 

(33,541

)

Proceeds from sale of property, plant and equipment

 

25

 

 

 

19

 

Purchases of intangible assets

 

(1,227

)

 

 

(6,094

)

Initial direct costs of right-of-use assets

 

(632

)

 

 

(1,430

)

Acquisition of subsidiary, net of cash acquired

 

(2,213

)

 

 

 

Receipt of government grant

 

623

 

 

 

1,888

 

Net cash flows used in investing activities

 

(60,159

)

 

 

(35,997

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Repayment of loans and borrowings

 

(2,604

)

 

 

(4,205

)

Payment of transaction costs related to refinancing

 

 

 

 

(250

)

Interest paid

 

(22,135

)

 

 

(26,294

)

Payments of lease liabilities

 

(25,100

)

 

 

(20,599

)

Interest portion of lease liabilities

 

(4,633

)

 

 

(4,636

)

Payment of tax receivable agreement liability

 

(14,627

)

 

 

 

Net cash flows used in financing activities

 

(69,099

)

 

 

(55,984

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(128,958

)

 

 

(121,914

)

Cash and cash equivalents at beginning of period

 

329,067

 

 

 

355,843

 

Net foreign exchange difference

 

1,358

 

 

 

1,470

 

Cash and cash equivalents at end of period

 

201,467

 

 

 

235,399

 

 

5


 

Notes to THE Unaudited INTERIM CONDENSED Consolidated Financial Statements

 

1. GENERAL INFORMATION

Organization and principal activities

Birkenstock Holding plc (as a standalone entity, the "Holding" and, together with its subsidiaries referred to herein as the “Company” or “Birkenstock”) was formed under the name of BK LC Lux Finco 2 S.à r.l. on February 19, 2021, as a limited liability company organized under Luxembourg law, with its business address at 40 Avenue Monterey, Luxembourg. The Holding’s current business address is 1-2 Berkeley Square, London W1J 6EA, UK. The Holding is registered at the Jersey Financial Services Commission under number 148522.

The Company’s immediate parent is BK LC Lux MidCo S.à r.l. (“MidCo”) and the Company’s ultimate controlling shareholder is LC9 Caledonia AIV GP, LLP (“L Catterton”).

The Company manufactures and sells footbed-based products, including sandals and closed-toe silhouettes, and other products, such as skincare and accessories, for everyday leisure and work.

The Company operates in three operating segments based on its regional hubs: (1) Americas, (2) Europe, Middle East and Africa ("EMEA"), and (3) Asia-Pacific (“APAC”) (see Note 5 – Segment information for further details). The Company sells its products through two main channels: business-to-business (“B2B”) (comprising sales made to established third-party store networks), and direct-to-consumer (“DTC”) (comprising sales made on globally owned online stores via the Birkenstock.com domain and sales made in Birkenstock retail stores).

Seasonality

Revenues of our products are affected by a seasonal pattern that is driven in large part by the weather given the nature of our product mix. While we manufacture our footwear year-round, we generally build up inventory between October and January to be prepared for an increased demand during the subsequent summer season in the Northern hemisphere. Starting in May and during the warmer months of the year, demand for our products from our DTC channel increases while demand for our products from our B2B channel peaks from December through March. While these consumer buying patterns lead to a natural seasonality in revenue, unseasonable weather could significantly affect revenue and profitability. Our geographical breadth, customer diversity and our strategic focus on expanding certain product categories and entering new territories help to mitigate part of the effect of seasonality on results of operations.

2. BASIS OF PRESENTATION

Basis of preparation and consolidation

These interim condensed consolidated financial statements were authorized for issuance on May 13, 2026 by the Company’s board of directors.

These interim condensed consolidated financial statements as of March 31, 2026 and for the three and six months ended March 31, 2026 and 2025 have been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting", as issued by the International Accounting Standards Board (“IASB”). These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the fiscal year ended September 30, 2025, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.

These interim condensed consolidated financial statements have been prepared on a historical cost basis except for derivative financial instruments and the initial recognition of assets acquired and liabilities assumed in a business combination which are recorded at fair value.

The interim condensed consolidated financial statements comprise the financial statements of Birkenstock Holding plc and its subsidiaries. All intercompany transactions and balances have been eliminated.

All amounts have been rounded to the nearest thousand, except when otherwise indicated.

The fiscal year of the Company ends on September 30.

6


 

The companies consolidated in these interim condensed consolidated financial statements are disclosed in the notes to the annual consolidated financial statements for the fiscal year ended September 30, 2025, except that Birkenstock Australia Pty. Ltd. was acquired during the three months ended December 31, 2025 and is consolidated in these interim consolidated financial statements. See Note 6 - Business combination for further details.

Functional and presentation currency

The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which each entity operates. The reporting currency of the Company is the Euro.

3. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied in these interim condensed consolidated financial statements are predominantly the same as those applied by the Company in its consolidated financial statements for the fiscal year ended September 30, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

New and amended standards and interpretations adopted by the Company

The following amended standard became effective for the Company’s fiscal year beginning on October 1, 2025, but did not have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025).

New and amended standards and interpretations issued but not yet effective

 

The following standard amendments will be effective for the Company's fiscal year beginning October 1, 2026, or thereafter, and are not expected to have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after January 1, 2026).
Annual Improvements to IFRS Accounting Standards – Volume 11 (effective for annual periods beginning on or after January 1, 2026).
IFRS 19 – Subsidiaries without Public Accountability: Disclosures and amendments (effective for reporting periods beginning on or after January 1, 2027).
Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency (effective for reporting periods beginning on or after January 1, 2027).
Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after January 1, 2026).

 

The Company is currently assessing the potential impact of the following standards:

 

IFRS 18 – Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after January 1, 2027).

4. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS

The preparation of Birkenstock’s consolidated financial statements in accordance with IFRS requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the interim condensed consolidated financial statements and accompanying notes. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are subject to continuous review.

7


 

In preparing the interim condensed consolidated financial statements, no significant changes in accounting estimates, assumptions and judgments have occurred compared to the significant accounting judgments, estimates and assumptions discussed in the consolidated financial statements as of and for the fiscal year ended September 30, 2025.

5. SEGMENT INFORMATION

The Company’s operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), and are aligned to the geographical hubs that the Company operates in: Americas; Europe, Middle East, and Africa (“EMEA”); and Asia Pacific ("APAC").

Additionally, the Company has Corporate / Other revenue and expenses, which primarily consists of non-core activities and other administrative costs that are not charged to the operating segments. The CODM uses the measure of adjusted EBITDA to assess operating segments’ performance to make decisions regarding the allocation of resources.

The adjustments to EBITDA relate to foreign exchange gains and losses and other non-recurring acquisition-related expenses.

As a result of the July 2024 IFRS Interpretations Committee (“IFRIC”) agenda decision that clarified certain IFRS 8 – Operating Segments disclosure requirements, the Company has additionally disclosed Cost of sales by segment starting with the year ended September 30, 2025. The segment information for the three and six months ended March 31, 2025 has been conformed to the current period presentation.

Assets and liabilities are neither reported nor reviewed by the CODM at the operating segment level.

 

 

 

Three months ended March 31, 2026

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

Revenue1

 

324,359

 

235,131

 

58,561

 

 

618,051

Cost of sales

 

(158,842)

 

(95,825)

 

(30,105)

 

 

(284,772)

Reportable Segments Adjusted EBITDA

 

100,275

 

92,465

 

17,453

 

 

210,193

Corporate/Other Adjusted EBITDA

 

 

 

 

 

 

 

 

(11,860)

Foreign exchange loss

 

 

 

 

 

 

 

 

(6,953)

Acquisition-related:

 

 

 

 

 

 

 

 

 

Distributor mark-up reversal2

 

 

 

 

 

 

 

 

(4,121)

EBITDA

 

 

 

 

 

 

 

 

187,259

Depreciation and amortization

 

 

 

 

 

 

 

 

(31,809)

Finance cost, net

 

 

 

 

 

 

 

 

(33,805)

Profit before tax

 

 

 

 

 

 

 

 

121,645

 

 

 

Three months ended March 31, 2025

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

Revenue1

 

312,524

 

212,845

 

47,820

 

 

573,189

Cost of sales

 

(132,949)

 

(89,450)

 

(18,886)

 

 

(241,285)

Reportable Segments Adjusted EBITDA

 

112,859

 

81,057

 

17,308

 

 

211,224

Corporate/Other Adjusted EBITDA

 

 

 

 

 

 

 

 

(11,159)

Foreign exchange gain

 

 

 

 

 

 

 

 

2,570

EBITDA

 

 

 

 

 

 

 

 

202,635

Depreciation and amortization

 

 

 

 

 

 

 

 

(27,312)

Finance cost, net

 

 

 

 

 

 

 

 

(25,612)

Profit before tax

 

 

 

 

 

 

 

 

149,711

 

8


 

 

 

Six months ended March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

Revenue1

 

546,133

 

354,349

 

118,879

 

 

1,019,361

Cost of sales

 

(255,627)

 

(146,545)

 

(60,542)

 

 

(462,714)

Reportable Segments Adjusted EBITDA

 

167,668

 

120,275

 

37,124

 

 

325,067

Corporate/Other Adjusted EBITDA

 

 

 

 

 

 

 

 

(20,337)

Foreign exchange loss

 

 

 

 

 

 

 

 

(10,191)

Acquisition-related:

 

 

 

 

 

 

 

 

 

Gain from bargain purchase

 

 

 

 

 

 

 

 

12,291

Distributor mark-up reversal2

 

 

 

 

 

 

 

 

(10,921)

Transaction costs

 

 

 

 

 

 

 

 

(185)

EBITDA

 

 

 

 

 

 

 

 

295,724

Depreciation and amortization

 

 

 

 

 

 

 

 

(61,967)

Finance cost, net

 

 

 

 

 

 

 

 

(42,954)

Profit before tax

 

 

 

 

 

 

 

 

190,803

 

 

 

Six months ended March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

Revenue1

 

523,224

 

315,604

 

94,923

 

 

933,751

Cost of sales

 

(216,116)

 

(129,441)

 

(39,178)

 

 

(384,735)

Reportable Segments Adjusted EBITDA

 

179,251

 

107,848

 

31,509

 

 

318,608

Corporate/Other Adjusted EBITDA

 

 

 

 

 

 

 

 

(16,450)

Foreign exchange loss

 

 

 

 

 

 

 

 

(9,301)

EBITDA

 

 

 

 

 

 

 

 

292,857

Depreciation and amortization

 

 

 

 

 

 

 

 

(53,504)

Finance cost, net

 

 

 

 

 

 

 

 

(50,390)

Profit before tax

 

 

 

 

 

 

 

 

188,963

 

1The remainder of the Company's revenue relates to "Other", the Company's non-core activities. See Note 15 Revenue from contracts with customers.

2Represents the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty. Ltd. prior to acquisition and the subsequent impact on Cost of sales as such inventory is sold by Birkenstock Australia Pty. Ltd. to third-party customers post-acquisition. See Note 6 – Business combination.

6. BUSINESS COMBINATION

On October 23, 2025, Birkenstock International Asia GmbH completed the acquisition of Birkenstock Australia Pty. Ltd. ("Birkenstock Australia"), the Company's long-standing distributor in Australia. Birkenstock International Asia GmbH acquired 100% of the shares of Birkenstock Australia. This acquisition was made to invest in the Australian market and to further unlock growth potential in the APAC region. The acquisition is accounted for as a business combination using the acquisition method. Birkenstock Australia contributed sales of 28.6 million and income of 12.3 million since the acquisition date of October 23, 2025. Had Birkenstock Australia been acquired at the beginning of fiscal year 2026, additional sales of 4.3 million and income of 0.3 million would have been recognized during the six months ended March 31, 2026. The results of Birkenstock Australia are included in the APAC operating segment.

A final purchase price of AUD $24.5 million (€13.8 million) was agreed upon during the three months ended March 31, 2026. On April 22, 2026, the second tranche of AUD $12.5 million (€7.6 million) was paid to the seller and AUD $3.0 million (€1.8 million) was transferred into an escrow account. The escrow amount is expected to be released on April 22, 2027.

The purchase price allocation is preliminary as the fair value of certain working capital items have not yet been finalized and may be subject to minor adjustments during the measurement period in accordance with IFRS 3.

9


 

The preliminary fair values of assets acquired and liabilities assumed in the acquisition are as follows:

(EUR in thousands)

 

 

Assets

 

 

Intangible assets (other than goodwill)

 

689

Property, plant and equipment

 

577

Right-of-use assets

 

5,683

Deferred tax assets

 

535

Other current and non-current assets

 

704

Inventories

 

39,501

Trade and other receivables

 

4,862

Cash and cash equivalents

 

2,715

Total assets

 

55,266

Liabilities

 

 

Lease liabilities

 

(5,656)

Provisions

 

(27)

Deferred tax liabilities

 

(207)

Trade and other payables

 

(88)

Accrued liabilities

 

(751)

Contract liabilities

 

(331)

Current tax liabilities

 

(897)

Other current liabilities

 

(53)

Total liabilities

 

(8,010)

 

 

 

Total identifiable net assets at fair value

 

47,256

 

 

 

Gain on bargain purchase

 

12,291

Total consideration

 

34,965

 

 

 

Cash consideration payable to Sellers

 

13,763

Settlement of Accounts receivables from Birkenstock Australia

 

21,202

Total consideration

 

34,965

As part of the acquisition, €21.2 million of pre-existing trade payables owed by Birkenstock Australia to the Company were identified, which relate to inventory purchases made prior to the acquisition. This amount was recognized by the Company as Accounts receivables. In accordance with IFRS 3, this arrangement constitutes a pre-existing relationship that is effectively settled upon acquisition as the amounts are eliminated upon consolidation. This settlement is accounted for separately from the acquisition with no gain or loss recognized as the carrying value of the receivables substantially represented their fair value.

Consistent with the Company's accounting policies, the 12.3 million gain on bargain purchase has been recognized as "Other income, net" during the six months ended March 31, 2026. The gain on bargain purchase arose primarily as the seller was motivated to exit the business in connection with retirement with a focus on ensuring seamless succession and continuity of the exclusively affiliated distribution operations in Australia.

As of March 31, 2026, the Company incurred 0.4 million of acquisition-related costs. 0.2 million was incurred and recognized as "General and administrative expenses" during the six months ended March 31, 2026, with the remainder recognized during the year ended September 30, 2025.

7. PROPERTY, PLANT AND EQUIPMENT

 

During the six months ended March 31, 2026 and 2025, the Company acquired property, plant and equipment with costs of 54.9 million and 33.0 million, respectively. €18.0 million of the additions during the six months ended March 31, 2026 relate to the acquisition of the production and logistics facility in Wittichenau, Germany. Additionally €0.6 million of the additions relate to the acquisition of Birkenstock Australia. See Note 6 - Business combination. The remainder predominately relates to capital expenditures in the production facilities in Arouca, Portugal, Pasewalk, Germany, and Görlitz, Germany.

10


 

8. RIGHT-OF-USE ASSETS

 

During the six months ended March 31, 2026 and 2025, the Company added right-of-use assets with costs of 54.0 million and €35.3 million, respectively. The additions during the six months ended March 31, 2026 mainly related to warehouses and new retail stores. Additionally, €5.7 million of the additions related to the acquisition of Birkenstock Australia. See Note 6 - Business combination.

9. INVENTORIES

 

 

March 31, 2026

 

 

September 30, 2025

 

Raw materials

 

 

75,498

 

 

 

71,951

 

Work in progress

 

 

83,386

 

 

 

64,525

 

Finished goods

 

 

685,822

 

 

 

567,941

 

Inventories

 

 

844,706

 

 

 

704,417

 

 

During the three and six months ended March 31, 2026, inventories of 197.3 million and 293.3 million, respectively, were recognized in Cost of sales. During the three and six months ended March 31, 2025, 163.2 million and 231.2 million, respectively, were recognized in Cost of sales.

 

As part of the Cost of sales, write-downs of inventories during the six months ended March 31, 2026 amounted to 4.7 million. During the three months ended March 31, 2026, 1.7 million of write-downs were reversed as the Company was able to sell its older inventories. During the three and six months ended March 31, 2025, write-downs of inventories amounted to 5.8 million and 8.8 million, respectively.

10.
EQUITY

As of March 31, 2026 and September 30, 2025, the Company had 183,906,056 no par value ordinary shares outstanding. As of March 31, 2025, the Company had 187,829,202 no par value ordinary shares outstanding.

Capital Reorganization

Prior to the IPO, the Company completed a capital reorganization. On October 2, 2023, the Company converted its share capital, comprised of 182,721,369 ordinary shares of €1.00 par value into 182,721,369 no par value ordinary shares.

In addition, on October 10, 2023, the Company entered into the TRA with MidCo in consideration for the repurchase of 5,648,465 ordinary shares of the Company from MidCo, which were subsequently cancelled. Please refer to Note 13 – Tax Receivable Agreement for further details on the TRA.

Initial Public Offering

On October 13, 2023, the Company closed its IPO. Birkenstock issued and sold 10,752,688 ordinary shares at an initial public offering price of $46.00. As result of the IPO, the Company had 187,825,592 no par value ordinary shares outstanding. The total proceeds from the IPO available to Birkenstock, net of underwriting discounts and commissions but before expenses, amounted to $473.6 million (€450.0 million). The underwriting commission fees for the IPO totaled €19.8 million. The deferred offering costs, which were deducted from Share Premium as part of the IPO transaction, amounted to €3.0 million. The Company used the majority of the proceeds received from the IPO, together with cash on hand, to repay €100.0 million in aggregate principal amount of the loan outstanding under the agreement with AB-Beteiligungs GmbH (the "Vendor Loan") and $450.0 million (€423.8 million) in aggregate principal amount of borrowings outstanding under the USD-denominated facility under the Senior Term Facilities Agreement entered into by our subsidiary, Birkenstock Limited Partner S.à r.l., in April 2021 (the "Original USD Term Loan").

Secondary Offerings

In June and July 2024, the Company completed secondary offerings of 16,100,000 ordinary shares on behalf of MidCo ("selling shareholder") at a price of $54.00 per share and incurred €1.9 million in associated costs.

On May 30, 2025, the Company completed another secondary offering of 14,000,000 ordinary shares on behalf of MidCo at a price of $52.50 per share (the "May 2025 Secondary Offering"). On the same day, as part of this secondary offering, the underwriters exercised their option to purchase an additional 2,100,000 ordinary shares at $52.50 per share. This resulted in the sale of a total of 16,100,000 ordinary shares, which were held by the selling shareholder. The Company incurred €1.7 million in costs associated with the May 2025 Secondary Offering on behalf of MidCo. These costs were recorded in "General and administrative expenses".

11


 

The Company did not issue additional ordinary shares and did not receive any proceeds from the secondary offerings.

MidCo remains the Company's controlling shareholder after both secondary offerings.

Share Redemption

On May 30, 2025, in connection with the May 2025 Secondary Offering, the Company repurchased 3,927,344 ordinary shares by way of redemption from the underwriters ("Share Redemption"). The ordinary shares were repurchased at $50.925 per share, which equals the May 2025 Secondary Offering price per share, less underwriting discounts and commissions. The ordinary shares redeemed by the Company pursuant to the Share Redemption were subsequently cancelled and are no longer outstanding. The Share Redemption was recognized as a €176.4 million reduction to Share premium during the year ended September 30, 2025.

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments that are carried at fair value on a recurring basis in the consolidated statements of financial position:

 

 

 

 

 

 

 

Fair value

 

 

 

Level

 

Measurement

 

March 31, 2026

 

 

September 30, 2025

 

Other assets

 

 

 

 

 

 

 

 

 

 

Senior Note - embedded derivative

 

3

 

FVtPL

 

 

18,254

 

 

 

22,796

 

Other current assets

 

 

 

 

 

 

 

 

 

 

Currency derivative

 

2

 

FVtPL

 

 

1,736

 

 

 

16,851

 

Other financial liabilities

 

 

 

 

 

 

 

 

 

 

Currency derivative

 

2

 

FVtPL

 

 

7,441

 

 

 

347

 

 

Changes in fair value of derivative assets and liabilities are recognized within the consolidated statements of profit or loss.

 

The Company does not carry any further financial instruments at fair value either on a recurring or non-recurring basis. The derivative assets and liabilities are reflected in the statements of financial position within other assets, other current assets and other financial liabilities.

 

The fair value of the redemption feature embedded in the Senior Notes is calculated using a "with-and-without" approach. The "with-scenario" refers to the fair value of the Senior Notes inclusive of the redemption feature and is estimated using a binomial lattice model in a risk-neutral framework and specifically, a Black-Derman-Toy ("BDT") model, whereas the "without-scenario" refers to the fair value exclusive of the redemption feature which is estimated through the use of a discounted cash-flow analysis ("DCF"). Both BDT and DCF models fall under the income approach. The yield volatility and credit spread are both unobservable inputs to the model. Since the note value is an observable input, the credit spread is assumed to be back solved after changing the yield volatility to match the note value. During the three and six months ended March 31, 2026, a 14.7 million and 4.5 million decrease in fair value was recorded through "Finance cost, net", respectively, using 40% yield volatility and 1.07% credit spread. A 2.5% increase/decrease in yield volatility would result in a €1.1 million increase/decrease in fair value during the six months ended March 31, 2026. During the three and six months ended March 31, 2025, a 5.6 million and 8.8 million decrease in fair value was recorded through "Finance cost, net", respectively, using 40% yield volatility and 1.36% credit spread. A 2.5% increase/decrease in yield volatility would result in a 1.3 million increase/decrease in fair value during the six months ended March 31, 2025.

 

The following table presents the fair value and fair value hierarchy of the Company’s loans and borrowings carried at amortized cost:

 

12


 

(EUR in thousands)

 

Level

 

Nominal value

 

 

Carrying value

 

 

Fair value

 

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

EUR Term Loan

 

2

 

 

375,000

 

 

 

375,206

 

 

 

379,700

 

USD Term Loan

 

2

 

 

103,294

 

 

 

103,291

 

 

 

106,387

 

Vendor Loan

 

2

 

 

217,408

 

 

 

226,128

 

 

 

230,901

 

Senior Notes

 

2

 

 

428,500

 

 

 

444,043

 

 

 

457,944

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

EUR Term Loan

 

2

 

 

375,000

 

 

 

375,112

 

 

 

387,500

 

USD Term Loan

 

2

 

 

103,731

 

 

 

103,677

 

 

 

107,246

 

Vendor Loan

 

2

 

 

217,408

 

 

 

221,391

 

 

 

230,176

 

Senior Notes

 

2

 

 

428,500

 

 

 

444,963

 

 

 

450,961

 

 

The following table presents the fair value and fair value hierarchy of the Company's Tax receivable agreement liability carried at amortized cost:

 

 

 

Level

 

Carrying value

 

Fair value

March 31, 2026

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

355,100

 

387,472

 

 

 

 

 

 

 

September 30, 2025

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

356,764

 

370,080

 

There were no transfers between levels during any reporting period.

 

There were also no changes in the Company’s valuation processes, valuation techniques and types of inputs used in the fair value measurements during the reporting period.

 

Financial risk management

 

The Company has exposure to credit risk, liquidity risk and market risk. The interim condensed consolidated financial statements do not include all financial risk information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements for the fiscal year ended September 30, 2025.

 

Capital management

 

The board of directors of the Company monitors the Company’s capital management on a regular basis. The Company continually assesses the adequacy of the Company’s capital structure and capacity and adjusts within the context of the Company’s strategy, economic conditions, and risk characteristics of the business.

13


 

12. LOANS AND BORROWINGS

The Company has the following principal and interest payable amounts outstanding for loans and borrowings:

 

(EUR in thousands)

 

Year of maturity

 

March 31, 2026

 

 

September 30, 2025

 

Non-current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

2029

 

 

98,225

 

 

 

98,641

 

Vendor Loan

 

2029

 

 

217,408

 

 

 

217,408

 

Vendor Loan - interest payable

 

N/A

 

 

8,720

 

 

 

3,983

 

Senior Notes

 

2029

 

 

428,500

 

 

 

428,500

 

 

 

 

 

1,127,853

 

 

 

1,123,532

 

Senior Note initial embedded derivative

 

 

 

 

28,637

 

 

 

28,638

 

Less: amortization under the effective interest method

 

 

 

 

(24,732

)

 

 

(24,160

)

 

 

 

 

1,131,758

 

 

 

1,128,010

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan - interest payable

 

N/A

 

 

2,048

 

 

 

2,242

 

USD Term Loan - current portion

 

2026

 

 

5,069

 

 

 

5,090

 

USD Term Loan - interest payable

 

N/A

 

 

420

 

 

 

428

 

Senior Notes - interest payable

 

N/A

 

 

9,373

 

 

 

9,373

 

 

 

 

 

 

16,910

 

 

 

17,133

 

 

On March 9, 2026, an additional €5.0 million of the Company’s existing €225.0 million revolving credit facility ("RCF") was separated into a new ancillary facility. With the already existing €10.0 million ancillary facility, the Company now has a total of €15.0 million for global guarantees, which will allow the Company to support new global store openings. As a result, €210.0 million of the RCF is available and remains undrawn as of March 31, 2026.

14


 

13. TAX RECEIVABLE AGREEMENT

 

On October 10, 2023, the Holding entered into the Tax Receivable Agreement ("TRA") with MidCo (together with its permitted successors and assignees' shareholders, the "TRA Participants"). Pursuant to the TRA, the Company must make certain tax benefit payments (which are to be paid in cash in USD) to MidCo as consideration for the Company’s repurchase of 5,648,465 of its ordinary shares from MidCo (please refer to Note 10 - Equity). The TRA requires the Company to make payments to the TRA Participants equal to 85% of certain tax savings (or expected tax savings) in respect of certain tax benefits resulting from the Transaction or that were otherwise available to the Company as of the date of the IPO. Under the TRA, the Company will retain the benefit of the remaining 15% of the applicable tax savings. The timing of payments under the TRA will vary depending upon a number of factors, including the amount, character and timing of the Company's taxable income in the future.

 

As of October 10, 2023, the future payments expected to be made under the TRA totaled approximately $239.4 million for the USD tranche and €298.9 million for the EUR tranche over the upcoming 12 years (equaling the approximate undiscounted TRA payments). The fair value (level 3 Fair Value assessment) of the liability for these future payments was determined to be €355.8 million as of October 10, 2023. At inception the fair value was calculated based on expected cash flows with an assumption regarding expected tax payments denominated in USD and EUR as well as discounting to a present value using the original discount rate. As the fair value is not less than the amount payable on demand and the TRA could have been terminated at inception, the fair value was determined under the assumption of an early termination. The fair value at inception, together with the respective expected cash flows, determined an effective interest rate for the USD tranche and an effective interest rate for the EUR tranche.

 

Payments under the TRA are expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce taxes paid to a tax authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the future taxable income, changes in tax legislation or tax rates, or other factors that may impact the Company’s tax savings will be reflected in "Finance cost, net", in the consolidated statements of comprehensive income in the period in which the change occurs.

 

Subsequent to its inception, the TRA is measured at amortized cost taking into consideration the current expected cash flows from the USD tranche as well as the EUR tranche and the original effective interest rate. The liability is discounted via the effective interest method and the expenses are recognized within "Finance cost, net." The TRA requires payments to be made in USD and for the EUR tranche to be translated to USD at a spot rate determinable on the date of filing the US tax return for the respective fiscal year. At the end of each reporting period, the TRA liability is remeasured from USD to the Company's functional currency, EUR, for both the USD cash flow tranche and any EUR cash flow tranche that has since been translated into USD under the terms of the agreement. The resulting foreign exchange gain or loss is recognized in the statements of comprehensive income (loss).

 

The total balance of the TRA liability as of March 31, 2026 amounted to €355.1 million, €60.9 million of which is classified as current. The total balance of the TRA liability as of September 30, 2025 amounted to €356.8 million, €54.4 million of which was classified as current. During the three and six months ended March 31, 2026, $17.3 million (€14.6 million) of the USD tranche was paid to MidCo.

14. GOVERNMENT GRANT

During fiscal year 2023, the Company was awarded a government grant by the state of Mecklenburg-Vorpommern, amounting up to11.3 million, conditional on the investment in a production facility and the creation of 400 permanent jobs in Pasewalk, Germany. The grant is recognized as deferred income and is released to the statement of comprehensive income over the useful life of the respective assets. During the six months ended March 31, 2026 and 2025, €0.6 million and €1.9 million of cash from the state of Mecklenburg-Vorpommern was received, respectively. Both cash receipts were recorded as a reduction of Other current assets.

15. REVENUE FROM CONTRACTS WITH CUSTOMERS

For disaggregation of revenue by geography refer to Note 5 – Segment information. Disaggregation of revenue by sales channels was as follows:

 

 

 

Three months ended March 31,

 

 

Six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

B2B

 

 

471,670

 

 

 

432,484

 

 

 

686,793

 

 

 

614,529

 

DTC

 

 

146,381

 

 

 

140,705

 

 

 

332,568

 

 

 

319,222

 

Other

 

 

282

 

 

 

1,141

 

 

 

873

 

 

 

2,298

 

Revenue

 

 

618,333

 

 

 

574,330

 

 

 

1,020,234

 

 

 

936,049

 

 

15


 

Our B2B and DTC channels generate revenue across each of our reportable segments. The distribution between B2B and DTC revenue in our reportable segments approximates the distribution of the consolidated group.

16. OPERATING EXPENSES

The following summarizes the depreciation, amortization, personnel costs, and impairment recognized in operating expenses during the three and six months ended March 31, 2026 and 2025:

 

 

 

Three months ended March 31,

 

Six months ended March 31,

 

 

2026

 

2025

 

2026

 

2025

Cost of sales

 

(8,685)

 

(6,888)

 

(16,667)

 

(13,434)

Selling and distribution expenses

 

(13,241)

 

(10,658)

 

(25,806)

 

(20,783)

General and administrative expenses

 

(2,691)

 

(2,557)

 

(5,164)

 

(5,004)

Total depreciation

 

(24,617)

 

(20,103)

 

(47,637)

 

(39,221)

 

 

 

 

 

 

 

 

 

Cost of sales

 

(60)

 

(54)

 

(130)

 

(108)

Selling and distribution expenses

 

(6,574)

 

(6,827)

 

(13,077)

 

(13,578)

General and administrative expenses

 

(558)

 

(328)

 

(1,123)

 

(498)

Total amortization

 

(7,192)

 

(7,209)

 

(14,330)

 

(14,184)

 

 

 

 

 

 

 

 

 

Cost of sales

 

(60,359)

 

(56,147)

 

(114,457)

 

(109,265)

Selling and distribution expenses

 

(34,615)

 

(29,663)

 

(65,960)

 

(55,993)

General and administrative expenses

 

(15,582)

 

(14,785)

 

(30,374)

 

(27,524)

Total personnel costs

 

(110,556)

 

(100,595)

 

(210,791)

 

(192,782)

 

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

 

 

 

(99)

Total impairment

 

-

 

 

 

(99)

 

Additionally, Selling and distribution expenses predominantly consist of selling and marketing expenses as well as logistics expenses. Selling and marketing expenses amounted to 35.9 million and 72.4 million during the three and six months ended March 31, 2026, respectively. Selling and marketing expenses were 37.8 million and 72.3 million during the three and six months ended March 31, 2025, respectively. Logistics expenses amounted to 36.3 million and 66.4 million during the three and six months ended March 31, 2026. Logistics expenses were 35.1 million and 66.2 million during the three and six months ended March 31, 2025.

17. INCOME TAX

The Company determined the reporting period's income tax expense based on an estimate of the annual effective income tax rate in the respective countries applied to the pre-tax result before the tax effect of any discrete items of this reporting period. The components of income tax expense are as follows:

 

 

 

Three months ended March 31,

 

Six months ended March 31,

 

 

2026

 

2025

 

2026

 

2025

Current income taxes

 

(39,309)

 

(36,049)

 

(59,417)

 

(56,025)

Deferred income taxes

 

(453)

 

(8,549)

 

1,028

 

(7,706)

Income tax expense

 

(39,762)

 

(44,598)

 

(58,389)

 

(63,731)

 

18. EARNINGS PER SHARE

Basic and diluted earnings per share is calculated by dividing net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the reporting period.

The calculation of earnings per share is as follows:

16


 

 

 

 

Three months ended March 31,

 

 

Six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Weighted number of outstanding shares

 

 

183,906,056

 

 

 

187,829,202

 

 

 

183,906,056

 

 

 

187,829,202

 

Number of shares with dilutive effects

 

 

4,245

 

 

 

309

 

 

 

3,650

 

 

 

248

 

Weighted number of outstanding shares (diluted)

 

 

183,910,301

 

 

 

187,829,511

 

 

 

183,909,706

 

 

 

187,829,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit attributable to ordinary shareholders

 

 

81,883

 

 

 

105,113

 

 

 

132,414

 

 

 

125,232

 

Basic

 

 

0.45

 

 

 

0.56

 

 

 

0.72

 

 

 

0.67

 

Diluted

 

 

0.45

 

 

 

0.56

 

 

 

0.72

 

 

 

0.67

 

 

19. COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of its business, the Company enters into purchase obligations related to property, plant and equipment and intangible assets that do not meet the criteria for recognition as at period-end as the asset has not been received and/or costs have not been incurred. The Company also enters into certain lease contracts for buildings, equipment, and vehicles, which do not meet the criteria for recognition as a lease liability as at each period-end.

The aggregated commitments as of March 31, 2026 and September 30, 2025 are as follows:

 

 

March 31, 2026

 

September 30, 2025

Purchase commitments

41,057

 

43,526

Future lease payments1

36,955

 

6,090

Total

78,012

 

49,616

1Relates to leases not yet commenced to which the Company is committed via signed contracts.

Contingencies

The Company is defending an action brought by a French distributor as a result of the termination of a business relationship. The plaintiff's initial claim amounted to €94.7 million. On January 25, 2024, the commercial court of Nancy, France, delivered its ruling in favor of the Company. The plaintiff appealed against the decision of the commercial court of Nancy on March 14, 2024 and filed their briefing and claim with the Paris Court of Appeal on June 14, 2024. The Company filed its briefing in response on November 12, 2024. The plaintiff reduced some of its claims but also introduced a new claim. In appeal, their claims total approximately €41.6 million. This change is mainly because the plaintiff made no claim in the appeal regarding the alleged loss of clientele. A court decision on the appeal is not expected before the end of the first half of calendar year 2026. The Company has recognized a provision for management’s best estimate of probable cash outflow.

20. RELATED PARTY TRANSACTIONS

In the course of the Company’s ordinary business activities, the Company enters into related party transactions with its shareholders and key management personnel.

Parent and ultimate controlling party

The ultimate controlling party of the Company is L Catterton.

Transactions with key management personnel

Key management compensation

Key management personnel for the periods presented consisted of our Chief Executive Officer, Chief Financial Officer, Chief Communications Officer, Chief Legal Officer, Chief Product Officer, Chief Sales Officer, the former Chief Technical Operations Officer (for the comparative period), President EMEA, President Americas and the board of directors.

17


 

Key management compensation is comprised of the following:

 

 

Three months ended March 31,

 

 

Six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Short-term employee benefits

 

 

5,048

 

 

 

5,207

 

 

 

10,448

 

 

 

9,490

 

Long-term employee benefits

 

 

 

 

 

113

 

 

 

 

 

 

224

 

Post-employment benefits

 

 

185

 

 

 

203

 

 

 

489

 

 

 

442

 

Termination benefits

 

 

 

 

 

476

 

 

 

 

 

 

476

 

Share-based compensation

 

 

110

 

 

 

122

 

 

 

220

 

 

 

243

 

Total

 

 

5,343

 

 

 

6,121

 

 

 

11,157

 

 

 

10,875

 

During the three months ended March 31, 2026 and 2025, director compensation amounted to 0.1 million and 0.2 million during the six months ended March 31, 2026 and 2025. Additionally, certain non-employee directors are granted restricted share units ("RSUs") annually with a total grant date value of €0.3 million. During the three months ended March 31, 2026 and 2025, the Company incurred 0.1 million in RSU related expenses and 0.2 million during the six months ended March 31, 2026 and 2025.

Key management personnel transactions

The Company maintains a long-term business relationship related to the production of advertising content with a model agency owned by a family member of our Chief Executive Officer. During each of the three and six months ended March 31, 2026 and 2025, the Company incurred less than 0.1 million in marketing expenses.

The Company leased administrative buildings from Ockenfels Group GmbH & Co. KG (“Ockenfels”), an entity managed by our Chief Executive Officer and controlled by AB-Beteiligungs GmbH and CB Beteiligungs GmbH & Co. KG, (collectively, the "Predecessor Shareholders"). The lease liability amounted to 2.7 million and 0.9 million as of March 31, 2026 and September 30, 2025, respectively. The corresponding right-of-use assets amounted to 0.6 million and 0.8 million as of March 31, 2026 and September 30, 2025, respectively. Additionally, as of March 31, 2026 and September 30, 2025, the Company also had payables due to Ockenfels in the amount of 1.8 million (Other financial liabilities - current), relating to taxes from activities prior to the Transaction, which was received on behalf of the Predecessor Shareholders.

As of March 31, 2026 and September 30, 2025, the Company had outstanding receivables of 9.8 million (Other current assets) due from Ockenfels, predominantly relating to trade and value added taxes in connection with the Transaction in 2021 and to be reimbursed by Ockenfels in accordance with the agreements governing the Transaction.

Other related party transactions

Transactions with other related parties primarily consisted of consulting fees for management services provided by and expenses reimbursed to L Catterton Management Company LLC and other entities affiliated with L Catterton. The Company incurred less than 0.1 million in expenses during each of the three and six months ended March 31, 2026 and 2025.

The Company recognized 0.2 million and 0.3 million in sales from LVMH affiliated entities during each of the three and six months ended March 31, 2026, respectively. During the three and six months ended March 31, 2025, the Company recognized 0.3 million and 0.4 million in sales from LVMH affiliated entities, respectively. The Company and LVMH are related as a director of the Company is also a director of LVMH.

As of March 31, 2026, the Company has a lease liability of 1.0 million owed to CB Beteiligungs GmbH & Co. KG and 0.8 million as of September 30, 2025. The corresponding right-of-use asset amounted to 1.0 million and 0.7 million as of March 31, 2026 and September 30, 2025, respectively.

During the three and six months ended March 31, 2026, the Company entered into leases with Value Retail Limited affiliated entities and made lease payments in the amount of 0.5 million and 0.6 million, respectively. As of March 31, 2026, the lease liability amounted to 7.1 million. The corresponding right-of-use assets amounted to 6.9 million as of March 31, 2026. The Company and Value Retail Limited are related as directors of the Company are also directors of Value Retail Limited.

As described in Note 10 - Equity, the Company repurchased 3,927,344 ordinary shares from MidCo for €176.4 million during the year ended September 30, 2025.

As described in Note 13 - Tax Receivable Agreement, in October 2023 the Company entered into the TRA with the pre-IPO shareholder MidCo. The outstanding balance of the TRA liability (current and non-current portion) as of March 31, 2026 was €355.1

18


 

million and €356.8 million as of September 30, 2025. During the three and six months ended March 31, 2026, USD $17.3 million (€14.6 million) of the USD tranche was paid to MidCo. No payments were made during the three and six months ended March 31, 2025.

19


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the related notes to those statements included in Item 1 of this report on Form 6-K (the "Report"). We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, and the section entitled “Risk Factors”, each of which appear in our annual report on Form 20-F for the year ended September 30, 2025 as filed with the SEC on December 18, 2025 (the "Annual Report"). As discussed in the section titled "F. Cautionary Statement Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below in such section.

Rounding adjustments were made to some of the figures included in this document. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this document, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.

A. OPERATING RESULTS

Overview

BIRKENSTOCK is a revered global brand rooted in function, quality and tradition dating back to 1774. We are guided by a simple, yet fundamental insight: human beings are intended to walk barefoot on natural, yielding ground, a concept we refer to as “Naturgewolltes Gehen.” Our purpose is to empower all people to walk as intended by nature. The legendary BIRKENSTOCK footbed represents the best alternative to walking barefoot, encouraging proper foot health by evenly distributing weight and reducing pressure points and friction. We believe our function-first approach is universally relevant; all humans — anywhere and everywhere — deserve to walk in our footbed.

We primarily generate revenue through the sale of footbed-based products from our broad portfolio of over 700 silhouettes, anchored by our iconic Core Silhouettes, the Madrid, Arizona, Boston, Gizeh and Mayari. We engineer and produce 100% of our footwear in the EU through our vertically integrated manufacturing operations, thereby ensuring each pair sold meets our rigorous quality standards. Our materials and components are primarily sourced from suppliers in Europe and considered to be processed under the highest environmental and social standards in the industry.

Our strongest, most developed segments are the Americas and EMEA, which represented 52% and 38% of revenue, respectively, for the three months ended March 31, 2026, and 54% and 35% of revenue for the six months ended March 31, 2026, respectively. Our APAC segment has demonstrated considerable growth potential, which has not been fully realized historically due to the finite nature of our product supply as a result of limited production capacities, and our deliberate decisions to prioritize the Americas and EMEA segments.

We optimize growth and profitability through a multi-channel DTC and B2B distribution strategy that we refer to as engineered distribution. We operate our channels synergistically, seeking to grow both simultaneously. We utilize the B2B channel to facilitate brand accessibility while steering consumers to our DTC channel, which offers our complete product range and access to our most desired and unique silhouettes. Across both channels, we execute a strategic allocation and product segmentation process, often down to the single door level, to ensure we sell the right product in the right channel at the right price point. This approach is centered on the strategic calibration of our average selling price ("ASP") and employs key levers such as the expansion of our DTC channel, market conversions from third-party distributors, optimization of our wholesale partner network, increased overall share of premium products and strategic pricing. This process allows us to manage the finite nature of our production capacity with a rigorous focus on control of our brand image and profitability. As a result, we drive top-line growth and margins, prevent brand dilution and deepen our connection to consumers.

Our DTC footprint promotes direct consumer relationships and provides access to BIRKENSTOCK in its purest form. Our DTC channel enables us to express our brand identity, engage directly with our global fan base, capture real-time data on customer behavior and provide consumers with unique product access to our most distinctive styles. Additionally, our high levels of organic demand creation, together with higher ASPs, support consistently attractive profitability in the DTC channel.

20


 

Our wholesale strategy is defined by intentionality in partner selection and identifying the best partners in each segment and price point. We segment our wholesale product line availability into specific retailer quality tiers, ensuring we allocate the right product to the right channel for the right consumer. For example, we limit access to our premium 1774 product line and certain collaboration products to a curated group of brand partners. To a great extent, growth is driven by existing doors, as our partners expand the breadth and depth of their BIRKENSTOCK offerings. New doors are primarily in expansionary categories and niche sectors, such as professional, outdoor, children's, and sporting goods retailers.

For our wholesale partners, we are a “must carry” brand based on the enthusiasm with which our consumers pursue our products, as evidenced by our brand consistently being amongst the top performers in our core categories at most of our retail partners. We generate significantly more demand from existing and prospective wholesale customers than we can supply, putting us in an enviable position where we can create scarcity in the market and obtain favorable economic terms on wholesale distribution. The early placement of wholesale orders effectively determines sales to the end-consumer approximately six months in advance and aids in our production planning and allocation. In addition, sell-through transparency from important wholesalers provides real-time insight into the overall market and inventory dynamics.

On July 27, 2025, the United States and the EU announced a trade deal, subject to which all goods imported from the EU to the United States were made subject to at least 15% U.S. tariffs. On February 20, 2026, the U.S. Supreme Court ruled that U.S. tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") on goods imported into the United States were unauthorized. The ruling has created significant uncertainty regarding the validity of certain tariff measures, and the overall implementation and durability of the trade deal remain uncertain pending further clarification from U.S. authorities and potential legislative action. On the same date, the U.S. administration temporarily imposed a minimum of 10% import surcharges for 150 days, in addition to the originally applicable blended tariff rate of approximately 10%. Surcharges could go up to a maximum of 15%, so that the applicable tariff rate would be approximately 25% in total. On May 7, 2026, the U.S. Court of International Trade ruled that the U.S. administration lacked sufficient justification to enact those 10% across-the-board tariffs; however, the ruling applies only to the impacted plaintiffs. Although we are closely monitoring the tariff and trade policy actions taken by the U.S. administration and other governments, the rapidly changing global trade environment continues to create uncertainty, including with respect to the tariffs and surcharges that may apply following the expiration of the 150 day-period.

While we produce all our footwear products in the EU, our Americas segment (which comprises the U.S. market) accounts for a significant portion of our revenue (52% in the three months ended March 31, 2026). During the three months ended March 31, 2026, the incremental U.S. tariffs introduced in 2025 adversely impacted gross profit margin, net profit margin and adjusted EBITDA margin. Additionally, during the three months ended March 31, 2026 we have experienced negative impacts from foreign currency translation on gross profit margin, adjusted EBITDA margin and on net profit margin, which we attribute, in part, to the significant ongoing uncertainty surrounding the global trade environment. The effect on adjusted EBITDA margin from incremental U.S. tariffs and currency translation totaled approximately 330 basis points in the three and six months ended March 31, 2026. Based on the current landscape, and all other factors remaining constant, we expect the tariffs to result in an increase in our cost of sales, and therefore impact our gross profit margin, adjusted EBITDA margin and net profit margin in fiscal 2026 by approximately 100 basis points. Also, we expect to continue to experience adverse foreign currency fluctuations for the three months ending June 30, 2026 impacting our gross profit margin, adjusted EBITDA margin and net profit margin in fiscal 2026 by approximately 100 basis points.

The recent military conflict in the Middle East involving, among others, Iran, the United States and Israel, have resulted in worldwide geopolitical and macroeconomic uncertainty as well as a challenging consumer environment in the region. During the three months ended March 31, 2026 we have experienced negative impacts from the conflict on our revenue (predominantly in the EMEA segment), gross profit, adjusted EBITDA and net profit. While we cannot predict how the conflict will evolve or the timing and effects thereof, we expect it to continue to negatively affect our revenue and result in an increase in our cost of sales and our selling and distribution expenses, and therefore impact our gross profit margin, adjusted EBITDA margin and net profit margin in fiscal 2026.

21


 

 

Key Financial Highlights

Key highlights for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include:

 

 

Revenue of €618 million, an increase of 8% on a reported basis and 14% in constant currency
Double-digit revenue growth in constant currency across all segments: 4% in the Americas on a reported basis (14% in constant currency), 10% in EMEA on a reported basis (11% in constant currency) and 22% in APAC on a reported basis (30% in constant currency)
B2B revenue growth of 9% (15% in constant currency) and DTC revenue growth of 4% (12% in constant currency)
Gross profit margin of 53.9%, down 380 basis points from 57.7% in the prior-year period primarily due to unfavorable currency translation (230 basis points), and incremental U.S. tariffs (90 basis points). Decrease is further driven by a 70 basis points impact from the mark-up to cost of sales associated with the acquisition of the long-standing distributor Birkenstock Australia Pty. Ltd., which closed on October 23, 2025 and channel mix (30 basis points)
Adjusted gross profit margin of 54.6%, down 310 basis points from 57.7% in the prior year period primarily due to unfavorable currency translation (230 basis points), incremental U.S. tariffs (90 basis points) and channel mix (30 basis points), partly offset by sales price adjustments (net of inflation) and improved capacity absorption
Net profit of €82 million, down 22% year-over-year; EPS of €0.45 down 20% from €0.56 in the second fiscal quarter of 2025
Adjusted net profit of €93 million, down 10% and Adjusted EPS of €0.50, down 9% year-over-year driven by unfavorable currency translation, incremental U.S. tariffs and the non-cash negative revaluation of the embedded derivative of the senior notes of €15 million
Adjusted EBITDA of €198 million, down 1% year-over-year due to currency translation impacts and incremental U.S. tariffs; Adjusted EBITDA margin of 32.1%, down 270 basis points from 34.8% in the prior year period, due to unfavorable currency translation (240 basis points) and incremental U.S. tariffs (90 basis points), partly offset by sales price adjustments (net of inflation) and improved capacity absorption

22


 

 

Non-IFRS Financial Measures and Other Metrics

We report our financial results in accordance with IFRS; however, management believes that certain non-IFRS financial measures and other metrics provide useful information in measuring the operating performance and financial condition of the Company and therefore uses them to make decisions. Management believes this information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-recurring items.

We use non-IFRS financial measures, such as constant currency revenue, constant currency revenue growth, adjusted gross profit, adjusted gross profit margin, adjusted EBITDA, adjusted EBITDA margin, adjusted net profit (loss), adjusted net profit (loss) margin and adjusted basic / diluted earnings (loss) per share to supplement financial information presented in accordance with IFRS. We believe that excluding certain items from our IFRS results allows management to better understand our consolidated financial performance from period-to-period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare IFRS-based financial measures. Moreover, we believe these non-IFRS financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons.

These non-IFRS measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other companies, and they should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS.

Constant Currency Revenue and Constant Currency Revenue Growth

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros, unless otherwise stated)

2026

 

2025

 

2026

 

2025

 

Revenue

 

618,333

 

 

574,330

 

 

1,020,234

 

 

936,049

 

Revenue, constant currency

 

655,354

 

 

566,400

 

 

1,081,407

 

 

926,738

 

Revenue growth, constant currency

 

14

%

 

18

%

 

16

%

 

18

%

Our reporting currency is the Euro, and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. The majority of non-Euro transactions are denominated in USD.

The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons, which in turn are used in financial and operational decision-making. By viewing our revenue on a constant currency basis, the effects of foreign currency volatility, which is not indicative of our actual results of operations, are eliminated, enhancing the ability to understand our revenue development.

Constant currency information compares results between periods as if exchange rates had remained constant. We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements and use them to determine constant currency revenue growth on a comparative basis. Constant currency revenue is calculated by translating the current period foreign currency revenue using the prior period exchange rate. Constant currency revenue growth is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates. For example, USD-denominated constant currency revenue for the three months ended March 31, 2026 and the three months ended March 31, 2025 was calculated using the exchange rate of $1.17 to €1 and $1.05 to €1, respectively.Reconciliation of Revenue to Constant Currency Revenue

The tables below present a reconciliation of constant currency revenue to the most comparable IFRS measure, revenue, for the periods presented.

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros)

2026

 

2025

 

2026

 

2025

 

Revenue

 

618,333

 

 

574,330

 

 

1,020,234

 

 

936,049

 

Add (Less):

 

 

 

 

 

 

 

 

U.S. Dollar impact

 

30,982

 

 

(8,155

)

 

49,282

 

 

(9,221

)

Canadian Dollar impact

 

1,814

 

 

956

 

 

2,760

 

 

1,206

 

Other

 

4,225

 

 

(731

)

 

9,131

 

 

(1,296

)

Constant currency revenue

 

655,354

 

 

566,400

 

 

1,081,407

 

 

926,738

 

 

23


 

 

 

Three months ended March 31,

 

Constant Currency Growth [%]

(In thousands of Euros)

2026

2025

Growth

 

B2B

471,670

432,484

9%

15%

DTC

146,381

140,705

4%

12%

Corporate / Other

282

1,141

(75%)

(75%)

Revenue

618,333

574,330

8%

14%

Americas

324,359

312,524

4%

14%

EMEA

235,131

212,845

10%

11%

APAC

58,561

47,820

22%

30%

Corporate / Other

282

1,141

(75%)

(75%)

Revenue

618,333

574,330

8%

14%

 

 

Six months ended March 31,

 

Constant Currency Growth [%]

(In thousands of Euros, unless otherwise stated)

2026

2025

Growth

 

B2B

686,793

614,529

12%

18%

DTC

332,568

319,222

4%

12%

Corporate / Other

873

2,298

(62%)

(62%)

Revenue

1,020,234

936,049

9%

16%

Americas

546,133

523,224

4%

14%

EMEA

354,349

315,604

12%

13%

APAC

118,879

94,923

25%

34%

Corporate / Other

873

2,298

(62%)

(62%)

Revenue

1,020,234

936,049

9%

16%

 

Adjusted Gross Profit and Adjusted Gross Profit Margin

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

2026

2025

Adjusted gross profit

337,674

331,574

568,419

549,608

Adjusted gross profit margin

54.6%

57.7%

55.7%

58.7%

 

We define Adjusted gross profit as gross profit, exclusive of non-recurring or non operating items such as the impact of the distributor mark-up to inventories sold by the Company to Birkenstock Australia Pty Ltd prior to the acquisition and subsequently to cost of sales as Birkenstock Australia Pty Ltd sells that inventory to third-party customers post-acquisition. Adjusted gross profit margin is defined as adjusted gross profit for the period divided by revenues for the same period. Management uses adjusted gross profit and adjusted gross profit margin to assess operating performance by excluding items that management believes are not indicative of the Company’s ongoing operating results. Management believes this measure provides useful information to investors by facilitating period-to-period comparisons, enhancing understanding of trends in the Company’s cost structure, and aligning external reporting with how operating performance is assessed internally.

24


 

Reconciliation of Gross Profit to Adjusted Gross Profit

The table below presents a reconciliation of gross profit to Adjusted gross profit for the periods presented:

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros)

2026

2025

2026

2025

Gross profit

333,553

331,574

557,498

549,608

Add Adjustments:

 

 

 

 

Acquisition-related:

 

 

 

 

Distributor mark-up reversal(1)

4,121

-

10,921

-

Adjusted gross profit

337,674

331,574

568,419

549,608

Adjusted gross profit margin

54.6%

57.7%

55.7%

58.7%

 

(1)
Represents the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty. Ltd. prior to acquisition and the subsequent impact on Cost of sales as such inventory is sold by Birkenstock Australia Pty. Ltd. to third-party customers post-acquisition. See Note 6 – Business combination.

Adjusted EBITDA and Adjusted EBITDA Margin

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros, unless otherwise stated)

2026

 

2025

 

2026

 

2025

 

Adjusted EBITDA

 

198,333

 

 

200,065

 

 

304,730

 

 

302,158

 

Adjusted EBITDA margin

 

32.1

%

 

34.8

%

 

29.9

%

 

32.3

%

Adjusted EBITDA is defined as net profit for the period adjusted for income tax expense, finance cost net, depreciation and amortization, further adjusted for the effect of events such as:

Incremental cost of sales due to the distributor mark-up of inventory sold to Birkenstock Australia prior to acquisition;
Acquisition-related transaction costs mainly consisting of legal and consulting fees as well as travel expenses;
Gain from bargain purchase; and
Realized and unrealized foreign exchange gain (loss).

Reconciliation of Net Profit to Adjusted EBITDA

The table below presents a reconciliation of net profit to Adjusted EBITDA for the periods presented:

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros)

2026

 

2025

 

2026

 

2025

 

Net profit

 

81,883

 

 

105,113

 

 

132,414

 

 

125,232

 

Add:

 

 

 

 

 

 

 

 

Income tax expense

 

39,762

 

 

44,598

 

 

58,389

 

 

63,731

 

Finance cost, net

 

33,805

 

 

25,612

 

 

42,954

 

 

50,390

 

Depreciation and amortization

 

31,809

 

 

27,312

 

 

61,967

 

 

53,504

 

EBITDA

 

187,259

 

 

202,635

 

 

295,724

 

 

292,857

 

Add Adjustments:

 

 

 

 

 

 

 

 

Acquisition-related:

 

 

 

 

 

 

 

 

Distributor mark-up reversal(1)

 

4,121

 

 

 

 

10,921

 

 

 

Transaction costs(2)

 

 

 

 

 

185

 

 

 

Gain from bargain purchase(3)

 

 

 

 

 

(12,291

)

 

 

Realized and unrealized FX (gain) / loss(4)

 

6,953

 

 

(2,570

)

 

10,191

 

 

9,301

 

Adjusted EBITDA

 

198,333

 

 

200,065

 

 

304,730

 

 

302,158

 

Adjusted EBITDA margin

 

32.1

%

 

34.8

%

 

29.9

%

 

32.3

%

 

(1)
Represents the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty. Ltd. prior to acquisition and the subsequent impact on Cost of sales as such inventory is sold by Birkenstock Australia Pty. Ltd. to third-party customers post-acquisition. See Note 6 – Business combination.
(2)
Represents costs associated with the acquisition of Birkenstock Australia Pty Ltd. Costs mainly include legal fees, consulting fees and travel expenses.

25


 

(3)
Represents the excess of the preliminary fair value of the identifiable assets acquired and liabilities assumed in the acquisition of Birkenstock Australia Pty Ltd over the preliminary aggregate consideration transferred.
(4)
Represents the primarily non-cash impact of foreign exchange rates within profit (loss). We do not consider these gains and losses representative of operating performance of the business because they are primarily driven by fluctuations in the USD to Euro foreign exchange rate on intercompany receivables for inventory and intercompany loans.

 

Adjusted Net Profit and Adjusted Net Profit Margin

 

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros, unless otherwise stated)

2026

 

2025

 

2026

 

2025

 

Adjusted net profit

 

92,595

 

 

102,689

 

 

141,570

 

 

135,955

 

Adjusted net profit margin

 

15.0

%

 

17.9

%

 

13.9

%

 

14.5

%

 

We define adjusted net profit as net profit for the period adjusted for the aforementioned acquisition-related costs, realized and unrealized foreign exchange gain (loss) as well as the respective income tax effects for these adjustments. Adjusted net profit margin is defined as adjusted net profit for the period divided by revenue for the same period.

Reconciliation of Net Profit to Adjusted Net Profit

The table below presents a reconciliation of net profit to Adjusted net profit for the periods presented:

 

Three months ended March 31,

 

Six months ended March 31,

 

(In thousands of Euros)

2026

 

2025

 

2026

 

2025

 

Net profit

 

81,883

 

 

105,113

 

 

132,414

 

 

125,232

 

Add (Less) Adjustments:

 

 

 

 

 

 

 

 

Acquisition-related:

 

 

 

 

 

 

 

 

Distributor mark-up reversal(1)

 

4,121

 

 

 

 

10,921

 

 

 

Transaction costs(2)

 

 

 

 

 

185

 

 

 

Gain from bargain purchase(3)

 

 

 

 

 

(12,291

)

 

 

Realized and unrealized FX (gain) / loss(4)

 

6,953

 

 

(2,570

)

 

10,191

 

 

9,301

 

Tax adjustment(5)

 

(362

)

 

146

 

 

150

 

 

1,422

 

Adjusted net profit

 

92,595

 

 

102,689

 

 

141,570

 

 

135,955

 

Adjusted net profit margin

 

15.0

%

 

17.9

%

 

13.9

%

 

14.5

%

 

(1)
Represents the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty. Ltd. prior to acquisition and the subsequent impact on Cost of sales as such inventory is sold by Birkenstock Australia Pty. Ltd. to third-party customers post-acquisition. See Note 6 - Business combination.
(2)
Represents costs associated with the acquisition of Birkenstock Australia Pty Ltd. Costs mainly include legal fees, consulting fees and travel expenses.
(3)
Represents the excess of the preliminary fair value of the identifiable assets acquired and liabilities assumed in the acquisition of Birkenstock Australia Pty Ltd over the preliminary aggregate consideration transferred.
(4)
Represents the primarily non-cash impact of foreign exchange rates within profit (loss). We do not consider these gains and losses representative of operating performance of the business because they are primarily driven by fluctuations in the USD to Euro foreign exchange rate on intercompany receivables for inventory and intercompany loans.
(5)
Represents income tax effects for the adjustments as outlined above, except for unrealized foreign exchange gain (loss) and share-based compensation expenses since these have not been treated as tax deductible in the initial tax calculation.

Adjusted Basic / Diluted Earnings Per Share

 

Three months ended March 31,

Six months ended March 31,

(In Euros)

2026

2025

2026

2025

Adjusted earnings per share (EPS)

 

 

 

 

Basic

0.50

0.55

0.77

0.72

Diluted

0.50

0.55

0.77

0.72

 

We define adjusted earnings per share as adjusted net profit for the period divided by the weighted number of shares outstanding.

26


 

Reconciliation of Net Profit to Adjusted Earnings per share

The table below presents a reconciliation of adjusted earnings per share to the most comparable IFRS measure, net profit, for the periods presented:

(In thousands of Euros, except share and per share information)

Three months ended March 31,

Six months ended March 31,

 

2026

2025

2026

2025

Net profit

81,883

105,113

132,414

125,232

Adjusted net profit(1)

92,595

102,689

141,570

135,955

Weighted number of outstanding shares

183,906,056

187,829,202

183,906,056

187,829,202

Weighted number of outstanding shares (diluted)

183,910,301

187,829,511

183,909,706

187,829,450

Adjusted earnings per share (EPS)

 

 

 

 

Basic

0.50

0.55

0.77

0.72

Diluted

0.50

0.55

0.77

0.72

 

(1)
See "Reconciliation of Net Profit to Adjusted Net Profit" above for a reconciliation of adjusted net profit to net profit.

Net Debt and Net Leverage

We define net debt as the sum of loans and borrowings (non-current), the current portion of the USD Term Loan, current and non-current Lease liabilities, reduced by the amount of cash and cash equivalents.

Net leverage is defined as a ratio of net debt over adjusted EBITDA for the last twelve months (LTM). Net leverage increased to 1.7x as of March 31, 2026 compared to 1.5x as of September 30, 2025, mainly determined by an increase in net debt, driven by a seasonal decrease in cash and cash equivalents in the three and the six months ended March 31, 2026.

Reconciliation of Net Debt and Net Leverage

The table below presents a reconciliation of net debt and net leverage to loans and borrowings (non-current) for the periods presented:

 

March 31,

September 30,

(In thousands of Euros, unless otherwise stated)

2026

2025

Loans and borrowings (Non-current)

1,131,758

1,128,010

USD Term Loan - current portion

5,069

5,090

Lease liabilities (Non-current)

174,101

149,338

Lease liabilities (Current)

50,073

43,581

Cash and cash equivalents

(201,467)

(329,067)

Net debt

1,159,534

996,952

Adjusted EBITDA (LTM)

669,561

666,990

Net leverage

1.7x

1.5x

Average Selling Price

ASP is calculated by dividing our total revenue from sales of footwear pairs by the number of footwear pairs sold. Prior to fiscal 2024, ASP was calculated by dividing our total revenue by our total number of units of all products sold. The difference between these two methods is immaterial.

Our management uses group ASP in managing and monitoring the performance of the business.

We believe presenting a directional change in ASP provides useful information to investors as it helps facilitate an enhanced understanding of our operating results and enables them to make more meaningful period-to-period comparisons, particularly because a change in ASP is typically one of several principal drivers of our revenue development between periods. However, in channels and segments, ASP can vary significantly based on various factors and circumstances, and, therefore, management believes that quantifying ASP or the directional change thereof at segment or channel level would provide a level of granularity not considered helpful and potentially misleading.

27


 

In addition, we also present ASP growth on a constant currency basis. We define constant currency ASP as ASP excluding the effect of foreign exchange rate movements and use constant currency ASP to determine constant currency ASP growth on a comparative basis. Constant currency ASP is calculated by translating the current period foreign currency ASP using the prior period exchange rate. Constant currency ASP growth is calculated by determining the increase in current period ASP as compared to the prior period ASP, where current period foreign currency ASP is translated using prior period exchange rates. We believe that presenting ASP growth on a constant currency basis offers valuable insight to both management and investors by isolating the Company’s operational performance from foreign exchange rate fluctuations, which are beyond the Company’s control.

Segments

Our three reportable segments align with our geographic operational hubs: the Americas, EMEA, and APAC as described above, which contributed 52%, 38%, and 9% of revenue, respectively, for the three months ended March 31, 2026 as compared to 54%, 37%, and 8% of revenue, respectively, for the three months ended March 31, 2025. The Americas segment includes, among other markets, the United States, Canada, Brazil and Mexico. The United States is our largest and most important market in the Americas segment. The EMEA segment includes, among others, the key markets of Germany, France and the UK. Germany, the country of our primary operations and where the BIRKENSTOCK brand originated, accounts for the largest percentage of revenue in EMEA. The largest markets in the APAC segment include Australia, Japan, China and India.

Revenue and costs not directly managed nor allocated to the geographic operational hubs are recorded in Corporate/Other. Corporate/Other immaterially contributed to our revenue during the three months ended March 31, 2026 and March 31, 2025.

Components of our Results of Operations

Revenue

Revenue is primarily recognized from the sale of our products, including sandals, closed-toe silhouettes and other products, such as care essentials and accessories.

We currently distribute across three reporting segments: Americas, EMEA and APAC. Within each segment, we manage a multi-channel distribution strategy, divided between our DTC and B2B channels. Both channels are important to our strategy and provide differentiated economic benefits and insights.

B2B revenue is recognized when control of the goods has been transferred, depending on the agreement with the customer. Following the transfer of control, the customer has the responsibility to sell the goods and bears the risks of obsolescence and loss in relation to the goods.

DTC channel revenue is recognized when control of the goods has been transferred, either upon delivery to e-commerce consumers or at the point of sale in retail stores. Payment of the transaction price is due immediately when the consumer purchases the goods. When the control of goods has transferred, a refund liability recorded in other current financial liabilities and a corresponding adjustment to revenue is recognized for those products expected to be returned. The Company has a right to recover the product when consumers exercise their right of return, which results in recognizing a right to return goods asset included in other current assets and a corresponding reduction to cost of sales.

Other revenue is comprised of revenue not directly allocated to the geographical operating segments, as well as revenue generated by non-product categories. These categories primarily include license revenue from fees paid to us by our licensees in exchange for the use of our trademarks on their products (mainly our sleep systems business). In addition, other revenue consists of revenue from the sale of leather material to our supplier for footbed cuttings/linings, as well as revenue from the sale of recyclable scrap materials from the production process.

Cost of sales

Cost of sales is comprised primarily of five types of expenditures: (i) raw materials, (ii) consumables and supplies, (iii) purchased merchandise, (iv) personnel costs, including temporary personnel services, and (v) overhead costs for the production sites. Freight charges for transfer of work-in-progress inventory between production plants, logistical centers and warehouses as well as inbound freight for raw materials are also included in cost of sales. In addition, duties and tariffs are included in cost of sales. Cost of sales reflect the portion of costs which correspond to the units sold in a given period.

28


 

Gross profit and gross profit margin

Gross profit is revenue less cost of sales and gross profit margin measures our gross profit as a percentage of revenue.

Selling and distribution expenses

Selling and distribution expenses are comprised of our selling, marketing, product innovation and supply chain costs. These expenses are incurred to support and expand our wholesale partner relationships, grow brand awareness and deliver our products to B2B partners, e-commerce consumers and retail stores. These expenses include personnel expenses for sales representatives, processing fees in the DTC channel and depreciation and amortization expenses for store leases, customer relationships and other intangible assets.

Selling costs generally correlate with revenue recognition timing and, therefore, experience similar seasonal trends to revenue with the exception of retail store costs, which are primarily fixed and incurred evenly throughout the year. As a percentage of revenue, we expect these selling costs to increase modestly as our business evolves. This increase is expected to be driven primarily by the relative growth of our DTC channel, including the investment required to support additional e-commerce sites and retail stores.

Distribution expenses are largely variable in nature and primarily relate to leasing and third-party expenses for warehousing inventories and transportation costs associated with delivering products from distribution centers to B2B partners and end consumers.

General and administrative expenses

General and administrative expenses consist of costs incurred in our corporate service functions, such as costs relating to the finance department, legal and consulting fees, HR and IT expenses, and global strategic project costs. More specifically, the nature of these costs relates to corporate personnel costs (including salaries, variable incentive compensation and benefits), other professional service costs, rental and leasing expenses for corporate real estate, depreciation and amortization related to software, patents and other rights. General and administrative expenses will increase as we grow as a publicly traded company. We expect these expenses to decrease as a percentage of revenue as we grow due to economies of scale.

Foreign exchange gain/(loss)

The foreign currency exchange gain/(loss) consists primarily of differences in foreign exchange rates between the currencies in which our subsidiaries transact and their functional currencies as measured on the respective transaction date.

Finance income/(cost), net

Finance income represents interest earned from third party providers and income from the potential revaluation of the embedded derivative of the Notes.

Finance costs are comprised of interest payable to third party providers for term loan financing arrangements, Notes, Vendor Loan, leases, employee benefits, expenses from the potential revaluation of the embedded derivative of the Notes, interest on the TRA, as well as amortization of transaction costs. Finance costs are recognized in the consolidated income statement based on the effective interest method.

Income tax (expense) benefit

Income tax includes current income tax and deferred income tax. Income tax is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income in which case the income tax expense is also recognized in equity or other comprehensive income. We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. Our subsidiaries in Germany and the U.S. primarily determine the effective tax rate.

29


 

Results of Operations

Comparison of the three and six months ended March 31, 2026 and March 31, 2025

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Revenue

618,333

574,330

44,003

8%

1,020,234

936,049

84,185

9%

Cost of sales

(284,780)

(242,756)

(42,024)

17%

(462,736)

(386,441)

(76,295)

20%

Gross profit

333,553

331,574

1,979

1%

557,498

549,608

7,890

1%

Operating expenses

 

 

 

 

 

 

 

 

Selling and distribution expenses

(138,311)

(126,501)

(11,810)

9%

(263,891)

(244,656)

(19,235)

8%

General and administrative expenses

(32,974)

(32,447)

(527)

2%

(62,240)

(56,551)

(5,689)

10%

Foreign exchange gain (loss)

(6,953)

2,570

(9,523)

n.m.

(10,191)

(9,301)

(890)

10%

Other income (loss), net

135

127

8

6%

12,581

253

12,328

n.m.

Profit from operations

155,450

175,323

(19,873)

(11)%

233,757

239,353

(5,596)

(2)%

Finance cost, net

(33,805)

(25,612)

(8,193)

32%

(42,954)

(50,390)

7,436

(15)%

Profit before tax

121,645

149,711

(28,066)

(19)%

190,803

188,963

1,840

1%

Income tax expense

(39,762)

(44,598)

4,836

(11)%

(58,389)

(63,731)

5,342

(8)%

Net profit

81,883

105,113

(23,230)

(22)%

132,414

125,232

7,182

6%

 

"n.m." means not meaningful.

Revenue

Revenue for the three months ended March 31, 2026 increased by €44.0 million, or 8%, to €618.3 million from €574.3 million for the three months ended March 31, 2025, driven by growing demand across all channels and segments as demonstrated by growth in footwear pairs sold. Revenue growth was particularly strong in the APAC segment with a growth of 22% for the three months ended March 31, 2026. Revenue growth on a reported basis was impacted by unfavorable currency translation of over 600 basis points. On a constant currency basis, revenue for the three months ended March 31, 2026 increased by 14% compared to the three months ended March 31, 2025. On a constant currency basis, ASP positively contributed to revenue growth, which was mainly driven by product mix and selected price increases. In addition, revenue for the three months ended March 31, 2026 was adversely affected by the military conflict in the Middle East, which is estimated to have reduced EMEA revenue by approximately €6 million and to have resulted in an approximately 100 basis points headwind to total revenue growth.

Revenue for the six months ended March 31, 2026 increased by €84.2 million, or 9%, to €1,020.2 million from €936.0 million for the six months ended March 31, 2025, driven by growing demand across all channels and segments as demonstrated by growth in footwear pairs sold. Revenue growth was particularly strong in the APAC segment with a growth of 25% for the six months ended March 31, 2026. Revenue growth on a reported basis was adversely impacted by unfavorable currency translation of approximately 700 basis points. On a constant currency basis, revenue for the six months ended March 31, 2026 increased by 16% compared to the six months ended March 31, 2025. On a constant currency basis, ASP positively contributed to revenue growth, which was mainly driven by product mix and selected price increases. In addition, revenue for the six months ended March 31, 2026 was adversely impacted by the military conflict in the Middle East.

Revenue by channel

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

B2B

471,670

432,484

39,186

9%

686,793

614,529

72,264

12%

DTC

146,381

140,705

5,676

4%

332,568

319,222

13,346

4%

Corporate / Other

282

1,141

(859)

(75)%

873

2,298

(1,425)

(62)%

Revenue

618,333

574,330

44,003

8%

1,020,234

936,049

84,185

9%

 

Revenue generated by our B2B channel for the three months ended March 31, 2026 increased by €39.2 million, or 9% on a reported basis and 15% in constant currency, to €471.7 million from €432.5 million for the three months ended March 31, 2025. Revenue generated by our B2B channel for the six months ended March 31, 2026 increased by €72.3 million, or 12% on a reported

30


 

basis and 18% in constant currency, to €686.8 million from €614.5 million for the six months ended March 31, 2025. The increase on both reported and constant currency basis was driven by strong growth across all regions and mainly with existing partners.

Revenue generated by our DTC channel for the three months ended March 31, 2026 increased by €5.7 million, or 4% on a reported basis and 12% in constant currency, to €146.4 million from €140.7 million for the three months ended March 31, 2025, resulting in a DTC penetration of 24% for the three months ended March 31, 2026, down 80 basis points compared to the three months ended March 31, 2025. Revenue generated by our DTC channel for the six months ended March 31, 2026 increased by €13.3 million, or 4% on a reported basis and 12% in constant currency, to €332.6 million from €319.2 million for the six months ended March 31, 2025, resulting in a DTC penetration of 33%, compared to a DTC penetration of 34% for the six months ended March 31, 2025. In constant currency, the development in DTC revenue was supported by growth across all regions. In reported currency, all regions except the Americas contributed positively to the growth development. The Company further amplified its own-store footprint with the addition of five new own stores during the three months ended March 31, 2026, bringing the total number of own retail stores to 111 as of March 31, 2026. On a segment level, DTC revenue growth was strongest in the APAC segment.

Revenue for Corporate/Other for the three months ended March 31, 2026 decreased by €0.9 million, or 75%, to €0.3 million from €1.1 million for the three months ended March 31, 2025. Revenue for Corporate/Other for the six months ended March 31, 2026 decreased by €1.4 million, or 62%, to €0.9 million from €2.3 million for the six months ended March 31, 2025. Other revenue was primarily comprised of sales of leather material to our suppliers for footbed cuttings/linings, as well as sales of recyclable scrap materials from the production process.

Cost of sales

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Cost of sales

(284,780)

(242,756)

(42,024)

17%

(462,736)

(386,441)

(76,295)

20%

Cost of sales for the three months ended March 31, 2026 increased by €42.0 million, or 17%, to €284.8 million from €242.8 million for the three months ended March 31, 2025. Cost of sales for the six months ended March 31, 2026 increased by €76.3 million, or 20%, to €462.7 million from €386.4 million for the three months ended March 31, 2025. The increase was primarily attributable to an increase in number of footwear pairs sold, increased U.S. tariffs, as well as the recognition of incremental cost of sales due to the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty Ltd prior to the acquisition and subsequent sale of that inventory by Birkenstock Australia to third-party customers post-acquisition.

Gross profit and gross profit margin

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Gross profit

333,553

331,574

1,979

1%

557,498

549,608

7,890

1%

Gross profit margin

53.9%

57.7%

(380)bp

 

54.6%

58.7%

(410)bp

 

Gross profit for the three months ended March 31, 2026 increased by €2.0 million, or 1%, to €333.6 million from €331.6 million for the three months ended March 31, 2025. Gross profit margin for the three months ended March 31, 2026 contracted by 380 basis points to 53.9% from 57.7% for the three months ended March 31, 2025.

Gross profit for the six months ended March 31, 2026 increased by €7.9 million, or 1%, to €557.5 million from €549.6 million for the six months ended March 31, 2025. Gross profit margin for the six months ended March 31, 2026 contracted by 410 basis points to 54.6% from 58.7% for the six months ended March 31, 2025.

31


 

The contraction in gross profit margin mainly reflects external effects from incremental U.S. tariffs and unfavorable currency translation in the three and the six months ended March 31, 2026 as compared to the prior year. Additionally, gross profit margin was negatively impacted by the recognition of incremental cost of sales due to the distributor mark-up applied to inventories sold by the Company to Birkenstock Australia Pty Ltd prior to the acquisition and subsequent sale of that inventory by Birkenstock Australia to third-party customers post-acquisition, and channel mix effects. The negative effects were partly offset by sales price adjustments (net of input cost increases) and the improved absorption in the manufacturing network.

Selling and distribution expenses

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Selling and distribution expenses

(138,311)

(126,501)

(11,810)

9%

(263,891)

(244,656)

(19,235)

8%

Selling and distribution expenses for the three months ended March 31, 2026 increased by €11.8 million, or 9%, to €138.3 million from €126.5 million for the three months ended March 31, 2025. Selling and distribution expenses for the three months ended March 31, 2026 increased to 22.4% of revenue compared to 22.0% of revenue for the three months ended March 31, 2025 mainly driven by the ongoing retail store expansion and partly offset by a slightly higher share of B2B revenue with lower selling and distribution expenses in B2B compared to DTC.

Selling and distribution expenses for the six months ended March 31, 2026 increased by €19.2 million, or 8%, to 263.9 million from €244.7 million for the six months ended March 31, 2025. Selling and distribution expenses for the six months ended March 31, 2026 decreased to 25.9% of revenue compared to 26.1% of revenue for the six months ended March 31, 2025 mainly driven by a higher share of B2B revenue and partly offset by the ongoing retail expansion.

General and administrative expenses

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

General and administrative expenses

(32,974)

(32,447)

(527)

2%

(62,240)

(56,551)

(5,689)

10%

 

General and administrative expenses for the three months ended March 31, 2026 increased by €0.5 million, or 2%, to €33.0 million from €32.4 million for the three months ended March 31, 2025. As a percentage of revenue, general and administrative expenses decreased by 30 basis points to 5.3% for the three months ended March 31, 2026 from 5.6% for the three months ended March 31, 2025. The absolute increase in general and administrative expenses was primarily driven by higher IT expenses.

 

General and administrative expenses for the six months ended March 31, 2026 increased by €5.7 million, or 10% to €62.2 million from €56.6 million for the six months ended March 31, 2025. As a percentage of revenue, general and administrative expenses increased by 10 basis points to 6.1% for the six months ended March 31, 2026 from 6.0% for the six months ended March 31, 2025. The increase in general and administrative expenses was primarily driven by higher IT expenses.

Foreign exchange gain (loss)

Foreign exchange loss for the three months ended March 31, 2026 increased by €9.5 million, to €7.0 million from a €2.6 million foreign exchange gain for the three months ended March 31, 2025. The foreign exchange loss was primarily driven by the valuation of foreign exchange forward contracts and the EUR conversion of the USD tax receivable agreement liability in the three months ended March 31, 2026. The impact was partly offset by foreign exchange gains from the EUR conversion of USD intercompany receivables and loans.

Foreign exchange loss for the six months ended March 31, 2026 increased by €0.9 million to €10.2 million from €9.3 million for the six months ended March 31, 2025. The increase was primarily driven by foreign exchange losses from the EUR conversion of USD intercompany loans.

Finance cost, net

Finance cost, net for the three months ended March 31, 2026 increased by €8.2 million, or 32%, to €33.8 million from €25.6 million for the three months ended March 31, 2025. The increase was primarily attributable to a negative revaluation of the embedded derivative of the senior notes and was partly offset by lower interest expenses.

32


 

Finance cost, net for the six months ended March 31, 2026 decreased by €7.4 million, or 15% , to €43.0 million from €50.4 million for the six months ended March 31, 2025. The decrease was primarily attributable to lower interest expenses.

 

Income tax (expense) benefit

Income tax expense for the three months ended March 31, 2026 decreased by €4.8 million, or 11%, to €39.8 million from €44.6 million for the three months ended March 31, 2025. The effective tax rate increased to 32.7% for the three months ended March 31, 2026 from 29.8% for the three months ended March 31, 2025. This development was primarily driven by a higher impact of non-recognized deferred tax assets on tax losses for the three months ended March 31, 2026, as compared to the prior-year period.

Income tax expense for the six months ended March 31, 2026 decreased by €5.3 million, or 8%, to €58.4 million from €63.7 million for the six months ended March 31, 2025. The effective tax rate decreased to 30.6% for the six months ended March 31, 2026 from 33.7% for the six months ended March 31, 2025. This development was primarily impacted by the acquisition of Birkenstock Australia.

Net profit

Net profit for the three months ended March 31, 2026 contracted by €23.2 million to a net profit of €81.9 million from a net profit of €105.1 million for the three months ended March 31, 2025. Net profit margin for the three months ended March 31, 2026 contracted to a net profit margin of 13.2% from 18.3% for the three months ended March 31, 2025. The decrease of net profit was primarily attributable to unfavorable currency translation, incremental U.S. tariffs and the negative revaluation of the embedded derivative of the senior notes.

Net profit for the six months ended March 31, 2026 increased by €7.2 million to a net profit of €132.4 million from a net profit of €125.2 million for the six months ended March 31, 2025. Net profit margin for the six months ended March 31, 2026 contracted to a net profit margin of 13.0% from 13.4% for the six months ended March 31, 2025. The absolute increase was primarily attributable to business growth and lower tax and interest expenses and was partly offset by unfavorable currency translation, incremental U.S. tariffs and the negative revaluation of the embedded derivative of the senior notes.

Adjusted Gross Profit and Adjusted Gross Profit margin

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Adjusted Gross Profit

337,674

331,574

6,100

2%

568,419

549,608

18,811

3%

Adjusted Gross Profit margin

54.6%

57.7%

(310)bp

 

55.7%

58.7%

(300)bp

 

Adjusted gross profit for the three months ended March 31, 2026 increased by €6.1 million, or 2%, to €337.7 million from €331.6 million for the three months ended March 31, 2025. The contraction of 310 basis points of the adjusted gross profit margin for the three months ended March 31, 2026 to 54.6% from 57.7% for the three months ended March 31, 2025, was mainly driven by unfavorable currency translation, incremental U.S. tariffs and channel mix effects, and was partly offset by sales price adjustments (net of input cost increases), and the improved absorption in the manufacturing network.

Adjusted gross profit for the six months ended March 31, 2026 increased by €18.8 million, or 3%, to €568.4 million from €549.6 million for the six months ended March 31, 2025. The contraction of 300 basis points of the adjusted gross profit margin for the six months ended March 31, 2026 to 55.7% from 58.7% in the six months ended March 31, 2025 was mainly driven by unfavorable currency translation, incremental U.S. tariffs and channel mix effects, and was partly offset by sales price adjustments (net of input cost increases), and the improved absorption in the manufacturing network.

 

Adjusted EBITDA and Adjusted EBITDA margin

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Adjusted EBITDA

198,333

200,065

(1,732)

(1)%

304,730

302,158

2,572

1%

Adjusted EBITDA margin

32.1%

34.8%

(270)bp

 

29.9%

32.3%

(240)bp

 

 

33


 

Adjusted EBITDA for the three months ended March 31, 2026 decreased by €1.7 million, or (1)%, to €198.3 million from €200.1 million for the three months ended March 31, 2025. The contraction of 270 basis points of the adjusted EBITDA margin for the three months ended March 31, 2026 to 32.1% from 34.8% for the three months ended March 31, 2025, was mainly driven by unfavorable currency translation and incremental U.S. tariffs, and was partly offset by sales price adjustments (net of input cost increases), and the improved absorption in the manufacturing network.

Adjusted EBITDA for the six months ended March 31, 2026 increased by €2.6 million, or 1%, to €304.7 million from €302.2 million for the six months ended March 31, 2025. The contraction of 240 basis points of the EBITDA margin for the six months ended March 31, 2026 to 29.9% from 32.3% in the six months ended March 31, 2025 was mainly driven by unfavorable currency translation, incremental U.S. tariffs and channel mix effects, and was partly offset by sales price adjustments (net of input cost increases), and the improved absorption in the manufacturing network.

 

Adjusted net profit and Adjusted net profit margin

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Adjusted net profit

92,595

102,689

(10,094)

(10)%

141,570

135,955

5,615

4%

Adjusted net profit margin

15.0%

17.9%

(290)bp

 

13.9%

14.5%

(60)bp

 

 

Adjusted net profit for the three months ended March 31, 2026 decreased by €10.1 million, or 10%, to €92.6 million from €102.7 million for the three months ended March 31, 2025, primarily driven by unfavorable currency translation, incremental U.S. tariffs and the negative revaluation of the embedded derivative of the senior notes.

Adjusted net profit for the six months ended March 31, 2026 increased by €5.6 million, or 4% to €141.6 million from €136.0 million for the six months ended March 31, 2025, primarily driven by lower tax and interest expenses and was partly offset by unfavorable currency translation, incremental U.S. tariffs and the negative revaluation of the embedded derivative of the senior notes, partly offset by lower interest and income tax expenses.

 

Revenue by segment

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Americas

324,359

312,524

11,835

4%

546,133

523,224

22,909

4%

EMEA

235,131

212,845

22,286

10%

354,349

315,604

38,745

12%

APAC

58,561

47,820

10,741

22%

118,879

94,923

23,956

25%

Reportable segment revenue

618,051

573,189

44,862

8%

1,019,361

933,751

85,610

9%

Corporate / Other

282

1,141

(859)

(75)%

873

2,298

(1,425)

(62)%

Group revenue

618,333

574,330

44,003

8%

1,020,234

936,049

84,185

9%

 

Revenue for the Americas segment for the three months ended March 31, 2026 increased by €11.8 million, or 4%, to €324.4 million from €312.5 million for the three months ended March 31, 2025, mainly driven by revenue growth in the B2B channel, which outpaced growth in DTC. Revenue growth in the Americas was attributable to an increase in footwear pairs sold, partially offset by negative ASP growth on a reported currency basis due to unfavorable currency translation during the three months ended March 31, 2026. On a constant currency basis ASP increased in both the B2B and DTC channel.

 

Revenue for the Americas segment for the six months ended March 31, 2026 increased by €22.9 million, or 4%, to €546.1 million from €523.2 million for the six months ended March 31, 2025, mainly driven by revenue growth in the B2B channel, which outpaced growth in DTC. Revenue growth in the Americas was attributable to an increase in footwear pairs sold, partially offset by negative ASP growth on a reported currency basis due to unfavorable currency translation during the six months ended March 31, 2026. On a constant currency basis ASP increased in both the B2B and DTC channel.

Revenue for the EMEA segment for the three months ended March 31, 2026 increased by €22.3 million, or 10%, to €235.1 million from €212.8 million for the three months ended March 31, 2025 driven by growth in both the B2B and DTC channels. Revenue growth in EMEA was attributable to increases in footwear pairs sold and ASP. For the three months ended March 31, 2026, the military conflict in the Middle East negatively impacted EMEA revenue by approximately €6 million and resulted in an estimated 300

34


 

basis points headwind to EMEA revenue growth. Management estimates that approximately half of this impact was direct, reflecting the Company’s inability to complete certain deliveries to the region. The remaining impact was primarily attributable to muted consumer sentiment in Europe, which the Company believes was largely driven by increased energy costs and higher inflation as a result of the conflict.

Revenue for the EMEA segment for the six months ended March 31, 2026 increased by €38.7 million, or 12%, to €354.3 million from €315.6 million for the six months ended March 31, 2025 driven by growth in both the B2B and DTC channels. Revenue growth in EMEA was attributable to increases in footwear pairs sold and ASP, partly offset by the impacts of the Iran war.

Revenue for the APAC segment for the three months ended March 31, 2026 increased by €10.7 million, or 22%, to €58.6 million from €47.8 million for the three months ended March 31, 2025 driven by growth in both the B2B and DTC channel with DTC outpacing B2B. The revenue increase in APAC was attributable to growth in footwear pairs sold and ASP.

Revenue for the APAC segment for the six months ended March 31, 2026 increased by €24.0 million, or 25%, to €118.9 million from €94.9 million for the six months ended March 31, 2025 driven by growth in both the B2B and DTC channel with DTC outpacing B2B. The revenue increase in APAC was attributable to growth in footwear pairs sold and ASP.

Revenue for Corporate/Other for the three months ended March 31, 2026 decreased by €0.9 million, or 75%, to €0.3 million from €1.1 million for the three months ended March 31, 2025. Other revenue was comprised of sales of leather material to our supplier for footbed cuttings/linings, as well as sales of recyclable scrap materials from the production process.

Revenue for Corporate/Other for the six months ended March 31, 2026 decreased by €1.4 million, or 62%, to €0.9 million from €2.3 million for the six months ended March 31, 2025. Other revenue was primarily comprised of sales of leather material to our supplier for footbed cuttings/linings, as well as sales of recyclable scrap materials from the production process.

 

Adjusted EBITDA and Adjusted EBITDA margin by segment

 

Three months ended March 31,

Six months ended March 31,

(In thousands of Euros, unless otherwise stated)

2026

2025

Change

% Change

2026

2025

Change

% Change

Americas

100,275

112,859

(12,584)

(11)%

167,668

179,251

(11,583)

(6)%

30.9%

36.1%

(520)bp

 

30.7%

34.3%

(360)bp

 

EMEA

92,465

81,057

11,408

14%

120,275

107,848

12,427

12%

39.3%

38.1%

120bp

 

33.9%

34.2%

(30)bp

 

APAC

17,453

17,308

145

1%

37,124

31,509

5,615

18%

29.8%

36.2%

(640)bp

 

31.2%

33.2%

(200)bp

 

Reportable segment adjusted EBITDA

210,193

211,224

(1,031)

(0)%

325,067

318,608

6,459

2%

34.0%

36.9%

(290)bp

 

31.9%

34.1%

(220)bp

 

Corporate / Other

(11,860)

(11,159)

(701)

6%

(20,337)

(16,450)

(3,887)

24%

n.m.

n.m.

n.m.

 

n.m.

n.m.

n.m.

 

Group adjusted EBITDA

198,333

200,065

(1,732)

(1)%

304,730

302,158

2,572

1%

Adjusted EBITDA margin

32.1%

34.8%

(270)bp

 

29.9%

32.3%

(240)bp

 

 

Adjusted EBITDA in the Americas segment for the three months ended March 31, 2026 decreased by €12.6 million, or 11%, to €100.3 million from €112.9 million for the three months ended March 31, 2025. Adjusted EBITDA margin in the Americas segment contracted by 520 basis points to 30.9% for the three months ended March 31, 2026 from 36.1% for the three months ended March 31, 2025. The margin contraction was mainly driven by unfavorable currency translation and incremental US tariffs. The contraction was partially offset by selective price increases which became effective in July 2025 and a decreased share of selling and distribution expenses in relation to revenue mainly driven by a higher share of B2B revenue with lower selling and distribution expenses in B2B compared to DTC.

 

Adjusted EBITDA in the Americas segment for the six months ended March 31, 2026 decreased by €11.6 million, or 6%, to €167.7 million from 179.3 million.for the six months ended March 31, 2025. Adjusted EBITDA margin in the Americas segment contracted by 360 basis points to 30.7% for the six months ended March 31, 2026 from 34.3% for the six months ended March 31, 2025. The margin contraction was mainly driven by unfavorable currency translation and incremental tariffs. The contraction was partially offset by selective price increases which became effective in July 2025 and a decreased share of selling and distribution expenses in relation to revenue mainly driven by a higher share of B2B revenue with lower selling and distribution expenses in B2B compared to DTC.

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Adjusted EBITDA in the EMEA segment for the three months ended March 31, 2026 increased by €11.4 million, or 14%, to €92.5 million from €81.1 million for the three months ended March 31, 2025. Adjusted EBITDA margin in the EMEA segment expanded by 120 basis points from 38.1% for the three months ended March 31, 2025 to 39.3% for the three months ended March 31, 2026, mainly driven by gross profit margin expansion from improved capacity absorption in the three months ended March 31, 2026 compared to three months ended March 31, 2025.

Adjusted EBITDA in the EMEA segment for the six months ended March 31, 2026 increased by €12.4 million, or 12%, to €120.3 million from €107.8 million for the six months ended March 31, 2025. Adjusted EBITDA margin in the EMEA segment contracted by 30 basis points from 34.2% for the six months ended March 31, 2025 to 33.9% for the six months ended March 31, 2026. The slight margin reduction was mainly driven by retail expansion and the typical seasonality of the retail business.

Adjusted EBITDA in the APAC segment for the three months ended March 31, 2026 increased by €0.1 million, or 1%, to €17.5 million from €17.3 million for the three months ended March 31, 2025. Adjusted EBITDA margin in the APAC segment contracted by 640 basis points from 36.2% for the three months ended March 31, 2025 to 29.8% for the three months ended March 31, 2026. The decrease was mainly driven by unfavorable currency translation and changes in geographic mix.

Adjusted EBITDA in the APAC segment for the six months ended March 31, 2026 increased by €5.6 million, or 18%, to €37.1 million from €31.5 million for the six months ended March 31, 2025. Adjusted EBITDA margin in the APAC segment contracted by 200 basis points from 33.2% for the six months ended March 31, 2025 to 31.2% for the six months ended March 31, 2026, mainly driven by unfavorable currency translation, and partly offset by business growth and operating leverage.

Adjusted EBITDA in Corporate / Other for the three months ended March 31, 2026 decreased by €0.7 million to €(11.9) million from €(11.2) million for the three months ended March 31, 2025.

Adjusted EBITDA in Corporate / Other for the six months ended March 31, 2026 decreased by €3.9 million to €(20.3) million from €(16.5) million for the six months ended March 31, 2025.

For reconciliations to the most directly comparable IFRS measure, see section above titled “—Non-IFRS Financial Measures and Other Metrics.

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B. LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity requirements are to service our debt, to fund our operations and to fund other general corporate purposes. Our ability to generate cash from our operations depends on our future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, including those discussed in this section and the sections titled “Item 3. Key Information—D. Risk Factors” and "Item 5. Operating and Financial Review and Prospects — D. Factors Affecting Performance and Trend Information" in our Annual Report. We expect to finance our operations and working capital needs for the next 12 months from cash generated through operations.

Cash Flows

 

The following table summarizes the Company’s consolidated statement of cash flows for the three months ended March 31, 2026 and 2025.

 

 

 

Three months ended March 31,

 

Six months ended March 31,

(in thousands of Euros)

 

2026

 

2025

 

2026

 

2025

Total cash provided by (used in):

 

 

 

 

 

 

 

 

Operating activities

 

28,567

 

(18,288)

 

300

 

(29,933)

Investing activities

 

(21,520)

 

(21,000)

 

(60,159)

 

(35,997)

Financing activities

 

(36,323)

 

(23,000)

 

(69,099)

 

(55,984)

Increase (decrease) in cash and cash equivalents

 

(29,276)

 

(62,288)

 

(128,958)

 

(121,914)

Effects of foreign currency exchange rate changes on cash and cash equivalents

 

1,516

 

(907)

 

1,358

 

1,470

 

Cash flows provided by (used in) operating activities

 

Cash flows provided by operating activities for the three months ended March 31, 2026 were €28.6 million, driven by net profit of €81.9 million and adjustments to net profit of €99.1 million as well as cash outflows from working capital of €152.4 million. Adjustments to net profit mainly included depreciation and amortization of €31.8 million, income tax expense of €39.8 million, net exchange differences of €10.5 million, and finance costs, net of €33.8 million which were partially offset by income tax paid of €17.0 million. Cash outflows for working capital were largely driven by trade and other receivables of €178.5 million

and inventories and right to return assets of €1.9 million, partially offset by trade and other payables and accrued liabilities of €33.2 million.

 

Cash flows used in operating activities for the three months ended March 31, 2025 were €18.3 million, driven by net profit of €105.1 million and adjustments to net profit of €26.9 million as well as cash outflows from working capital of €150.3 million. Adjustments to net profit mainly included income tax expense of €44.6 million, depreciation and amortization of €27.3 million, and finance costs, net of €25.6 million which were partially offset by income tax paid of €63.1 million. Cash outflows for working capital were largely driven by trade and other receivables of €173.5 million.

 

Cash flows provided by operating activities for the six months ended March 31, 2026 were €0.3 million, driven by net profit of €132.4 million and adjustments to net profit of €109.4 million as well as cash outflows from working capital of €241.5 million. Adjustments to net profit included depreciation and amortization of €62.0 million, finance cost, net of €43.0 million, income tax expense of €58.4 million, and net exchange differences of €23.4 million, and were partially offset by income tax paid of €65.4 million and gain from bargain purchase of €12.3. Cash outflows from working capital were largely driven by trade and other receivables of €152.4 million and inventories and right to return assets of €90.4 million, partially offset by trade and other payables and accrued liabilities of €11.8 million.

 

Cash flows used in operating activities for the six months ended March 31, 2025 were €29.9 million, driven by net profit of €125.2 million and adjustments to net profit of €62.9 million as well as cash outflows from working capital of €218.0 million. Adjustments to net profit mainly included income tax expense of €63.7 million, depreciation and amortization of €53.5 million, and finance cost, net of €50.4 million, which were partially offset by income tax paid of €113.6 million. Cash outflows for working capital were largely driven by trade and other receivables of €134.9 million and inventories of €68.8 million.

 

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Cash flows used in investing activities

Cash flows used in investing activities for the three months ended March 31, 2026 were €21.5 million compared to €21.0 million for the three months ended March 31, 2025. The increase in cash flows used in investing activities of €0.5 million was primarily due to an increase in purchases of property, plant and equipment of €2.4 million, to €21.3 million.

Cash flows used in investing activities for the six months ended March 31, 2026 were €60.2 million compared to €36.0 million for the six months ended March 31, 2025. The increase in cash flows used in investing activities was mainly due to an increase in purchases of property, plant and equipment of €24.9 million to €58.4 million, mainly due to the Wittichenau acquisition.

Cash flows used in financing activities

 

Cash flows used in financing activities for the three months ended March 31, 2026 were €36.3 million compared to €23.0 million for the three months ended March 31, 2025. The increase in cash flows used in financing activities was mainly driven by the first tax receivable agreement payment of €14.6 million and and a €2.2 million increase in lease liability payments, partially offset by a reduction of interest paid (€2.8 million), and lower repayments of loans and borrowings of €0.7 million.

 

Cash flows used in financing activities for the six months ended March 31, 2026 were €69.1 million compared to €56.0 million for the six months ended March 31, 2025. The increase in cash flows used in financing activities was mainly driven by a tax receivable agreement payment of €14.6 million and an increase of liability payments of €4.5 million to €25.1 million, partially offset by a reduction of interest paid of €4.2 million and lower repayments of loans and borrowings of €1.6 million.

 

Indebtedness

The following table sets forth the amounts owed under the Company’s debt instruments as of March 31, 2026 and September 30, 2025.

 

 

 

 

 

 

March 31,

 

 

September 30,

 

(in thousands of Euros)

 

Currency

 

Repayment

 

2026

 

 

2025

 

EUR Term Loan

 

EUR

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

USD

 

2029

 

 

103,294

 

 

 

103,731

 

Vendor Loan

 

EUR

 

2029

 

 

226,128

 

 

 

221,391

 

Senior Notes

 

EUR

 

2029

 

 

428,500

 

 

 

428,500

 

Interest Payable

 

 

 

 

 

 

11,841

 

 

 

12,043

 

Senior Note embedded derivative

 

 

 

 

 

 

28,637

 

 

 

28,638

 

Amortization under the effective interest method

 

 

 

 

 

 

(24,732

)

 

 

(24,160

)

Loans and borrowings

 

 

 

 

 

 

1,148,668

 

 

 

1,145,143

 

For further information on the Company's debt instruments see "Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources" in our Annual Report.

Off-Balance Sheet Arrangements

As of the balance sheet dates of March 31, 2026 and September 30, 2025 we did not engage in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

C. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions in the normal course of our business. Such risk is principally associated with foreign exchange risk and interest rate risk. For further discussion and a sensitivity analysis of these risks, see Note 6 — Financial risk management objectives and policies to our 2025 audited consolidated financial statements included in our Annual Report.

D. CRITICAL ACCOUNTING ESTIMATES

Refer to Note 3 — Significant accounting policies and Note 4 — Significant accounting estimates, assumptions and judgments to our unaudited interim condensed consolidated financial statements in Item 1 of this Report for a discussion of accounting

38


 

pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

E. RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 3 — Significant accounting policies to our unaudited interim condensed consolidated financial statements in Item 1 of this Report for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

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F. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as defined in the Private Securities Litigation Reform Act of 1995 (“PSLRA”) that are subject to risks and uncertainties. Many of the forward-looking statements contained in this Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those expected in our forward-looking statements for many reasons, including the factors described in “Item 3. Key Information—D. Risk Factors” in our Annual Report. In addition, even if our actual results are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

For example, factors that could cause our actual results to vary from projected future results include, but are not limited to:

our dependence on the image and reputation of the BIRKENSTOCK brand;
the intense competition we face from both established companies and newer entrants into the market;
our ability to execute our DTC growth strategy and risks associated with our e-commerce platforms;
our ability to adapt to changes in consumer preferences and attract new customers;
our ability to attract and retain customers, and the effectiveness and efficiency of our marketing efforts;
risks related to merchandise returns;
harm to our brand and market share due to counterfeit products;
our ability to successfully operate and expand retail stores, and our dependence on favorable lease terms, brand awareness and the ability to hire adequate staff to successfully operate such retail stores;
economic conditions impacting consumer spending, such as inflation, tariffs and other trade policy actions, the deterioration of consumer sentiment, a deterioration of the macroeconomic situation generally, and our ability to react to any of them;
the relative illiquidity of our real property investments and our ability to sell properties on reasonable terms in response to changing economic, financial and investment conditions;
risks related to our non-footwear products;
failure to realize expected returns from our investments in our businesses and operations;
our ability to adequately manage our acquisitions, investments or other strategic initiatives;
our ability to manage our operations at our current size or manage future growth effectively;
currency exchange rate fluctuations;

40


 

risks related to global or regional health events;
our dependence on third parties for our sales and distribution channels, as well as deterioration or termination of relationships with major wholesale partners;
risks related to the conversion of wholesale distribution markets to owned and operated markets and risks related to productivity or efficiency initiatives;
operational challenges related to the distribution of our products;
seasonality, weather conditions and climate change;
adverse events influencing the sustainability of our supply chain or our relationships with major suppliers, or increases in raw materials or labor costs;
our ability to effectively manage inventory;
unforeseen business interruptions and other operational problems at our production facilities, as well as disruptions to our shipping and delivery arrangements;
fluctuations in product costs and availability due to fuel price uncertainty;
failure to attract, hire, train and retain key employees and deterioration of relationships with employees, employee representative bodies and stakeholders;
our dependence on the services and reputation of our Chief Executive Officer;
adequate protection, maintenance and enforcement of our trademarks and other intellectual property rights;
regulations governing the use and processing of personal data, as well as disruption and security breaches affecting information technology systems;
payment-related risks related to the use of credit cards and debit cards;
the reliance of our operations, products, systems and services on complex IT systems;
risks related to international markets;
risks related to litigation, compliance and regulatory matters, including corporate responsibility and ESG matters;
risks related to climate change and regulatory responses to it;
inadequate insurance coverage, or increased insurance costs;
compliance with existing laws and regulations or changes in such laws and regulations;
tax-related risks;
risks related to our amount of indebtedness, its restrictive covenants and our ability to repay our debt;
control by our Principal Shareholder whose interests may conflict with ours or yours in the future;
material weaknesses identified in our internal control over financial reporting and our ability to remediate such material weaknesses;
our status as a foreign private issuer and as a “controlled company” within the meaning of the NYSE rules;

41


 

natural disasters, public health crises, political crises, civil unrest and other catastrophic events beyond control; and
other factors discussed under “Item 3. Key Information—D. Risk Factors” in our Annual Report.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

42


 

PART II OTHER INFORMATION

We are subject to litigation from time to time in the ordinary course of business. The results of litigation and claims cannot be predicted with certainty. We are not currently involved in any legal proceedings that, either individually or in the aggregate, are expected to have a material adverse effect on our business or financial position. See “Item 3. Key Information—D. Risk Factors—Risks Related to Legal, Regulatory and Taxation Matters—We are subject to the risk of litigation and other claims” in our Annual Report.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our business, financial condition and results of operations, see the risk factors described in the section titled "Item 3. Key Information—D. Risk Factors" in our Annual Report.

ITEM 2. INCORPORATION BY REFERENCE

The information contained in this Report is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-284905) and on Form S-8 (File No. 333-274968) filed with the Securities and Exchange Commission, in each case to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

43


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Birkenstock Holding plc

 

 

 

 

 

 

 

 

Dated: May 13, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ruth Kennedy

 

 

Name:

Ruth Kennedy

 

 

Title:

Director

 

44