Birkenstock Holding plc 6-K, filed May 13, 2026
Birkenstock Holding plc (BIRK)
About this 6-K
Birkenstock Holding plc filed this 6-K on May 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
Commission file number:
(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
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 |
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March 31, 2026 |
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September 30, 2025 |
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Assets |
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Non-current assets |
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Goodwill |
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Intangible assets (other than goodwill) |
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Property, plant and equipment |
7 |
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Right-of-use assets |
8 |
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Deferred tax assets |
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Other assets |
11 |
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Total non-current assets |
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Current assets |
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Inventories |
9 |
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Trade and other receivables |
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Current tax assets |
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Other current assets |
11 |
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Cash and cash equivalents |
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Total current assets |
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Total assets |
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Shareholders' equity and liabilities |
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Shareholders' equity |
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Share premium |
10 |
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Other capital reserve |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Total shareholders' equity |
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Non-current liabilities |
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Loans and borrowings |
12 |
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Tax receivable agreement liability |
13 |
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Lease liabilities |
8 |
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Provisions |
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Deferred tax liabilities |
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Deferred income |
14 |
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Other liabilities |
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Total non-current liabilities |
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Current liabilities |
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Loans and borrowings |
12 |
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Tax receivable agreement liability |
13 |
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Lease liabilities |
8 |
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Trade and other payables |
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Accrued liabilities |
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Other financial liabilities |
11 |
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Provisions |
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Contract liabilities |
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Current tax liabilities |
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Other current liabilities |
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Total current liabilities |
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Total liabilities |
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Total shareholders' equity and liabilities |
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2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income
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Three months ended March 31, |
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Six months ended March 31, |
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(In thousands of Euros, except share and per share information) |
Notes |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
15 |
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Cost of sales |
16 |
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( |
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( |
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( |
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( |
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Gross profit |
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Operating expenses |
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Selling and distribution expenses |
16 |
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( |
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( |
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( |
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( |
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General and administrative expenses |
16 |
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( |
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( |
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( |
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( |
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Foreign exchange gain (loss) |
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( |
) |
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( |
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( |
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Other income, net |
6 |
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Profit from operations |
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Finance cost, net |
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( |
) |
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( |
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( |
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( |
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Profit before tax |
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Income tax expense |
17 |
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( |
) |
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( |
) |
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( |
) |
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( |
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Net profit |
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Items that will be reclassified to profit (loss) if certain conditions are met: |
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Cumulative translation adjustment gain (loss) |
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( |
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Other comprehensive income (loss), net of tax |
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( |
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Total comprehensive income |
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Earnings per share |
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Basic |
18 |
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Diluted |
18 |
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3
(In thousands of Euros, except share information) |
Notes |
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Number |
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Share Premium |
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Other |
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Retained Earnings |
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Accumulated other |
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Total equity |
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Balance at September 30, 2024 |
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( |
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Net profit |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Total comprehensive income |
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— |
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— |
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— |
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Equity-settled share-based compensation expense |
20 |
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— |
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— |
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— |
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— |
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Balance at March 31, 2025 |
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Balance at September 30, 2025 |
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( |
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Net profit |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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Total comprehensive income |
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— |
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— |
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— |
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Equity-settled share-based compensation expense |
20 |
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— |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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( |
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4
Unaudited Interim Condensed Consolidated Statements of Cash Flows
|
Six months ended March 31, |
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(In thousands of Euros) |
2026 |
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2025 |
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Cash flows from operating activities |
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Net profit |
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Adjustments to reconcile net profit to net cash flows from operating activities: |
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Depreciation and amortization |
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Loss on disposal of property, plant and equipment |
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Finance cost, net |
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Net exchange differences |
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Gain from bargain purchase |
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( |
) |
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— |
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Non-cash operating items |
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Income tax expense |
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Income tax paid |
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( |
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( |
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Changes in working capital: |
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- Inventories and right to return assets |
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( |
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( |
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- Trade and other receivables |
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( |
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( |
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- Trade and other payables and accrued liabilities |
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( |
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- Other |
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( |
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( |
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Net cash flows provided by (used in) operating activities |
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( |
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Cash flows from investing activities |
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Interest received, net of taxes withheld |
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Purchases of property, plant and equipment |
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( |
) |
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( |
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Proceeds from sale of property, plant and equipment |
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Purchases of intangible assets |
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( |
) |
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( |
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Initial direct costs of right-of-use assets |
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( |
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( |
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Acquisition of subsidiary, net of cash acquired |
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( |
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— |
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Receipt of government grant |
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Net cash flows used in investing activities |
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( |
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( |
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Cash flows from financing activities |
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Repayment of loans and borrowings |
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( |
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( |
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Payment of transaction costs related to refinancing |
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— |
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( |
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Interest paid |
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( |
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( |
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Payments of lease liabilities |
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( |
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( |
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Interest portion of lease liabilities |
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( |
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( |
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Payment of tax receivable agreement liability |
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( |
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— |
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Net cash flows used in financing activities |
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( |
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( |
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Net decrease in cash and cash equivalents |
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( |
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( |
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Cash and cash equivalents at beginning of period |
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Net foreign exchange difference |
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Cash and cash equivalents at end of period |
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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
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:
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:
The Company is currently assessing the potential impact of the following standards:
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.
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Three months ended March 31, 2026 |
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Americas |
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EMEA |
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APAC |
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Total Reportable Segments |
Revenue1 |
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Cost of sales |
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( |
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( |
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( |
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( |
Reportable Segments Adjusted EBITDA |
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Corporate/Other Adjusted EBITDA |
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( |
Foreign exchange loss |
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( |
Acquisition-related: |
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Distributor mark-up reversal2 |
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( |
EBITDA |
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Depreciation and amortization |
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( |
Finance cost, net |
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( |
Profit before tax |
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Three months ended March 31, 2025 |
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Americas |
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EMEA |
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APAC |
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Total Reportable Segments |
Revenue1 |
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Cost of sales |
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( |
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( |
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( |
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( |
Reportable Segments Adjusted EBITDA |
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Corporate/Other Adjusted EBITDA |
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( |
Foreign exchange gain |
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EBITDA |
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Depreciation and amortization |
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( |
Finance cost, net |
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( |
Profit before tax |
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8
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Six months ended March 31, 2026 |
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|
Americas |
|
EMEA |
|
APAC |
|
|
Total Reportable Segments |
Revenue1 |
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|
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|
|
||||
Cost of sales |
|
( |
|
( |
|
( |
|
|
( |
Reportable Segments Adjusted EBITDA |
|
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|
||||
Corporate/Other Adjusted EBITDA |
|
|
|
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( |
Foreign exchange loss |
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|
|
|
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( |
Acquisition-related: |
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Gain from bargain purchase |
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|
Distributor mark-up reversal2 |
|
|
|
|
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|
|
|
( |
Transaction costs |
|
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|
|
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( |
EBITDA |
|
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|
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|
Depreciation and amortization |
|
|
|
|
|
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( |
Finance cost, net |
|
|
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( |
Profit before tax |
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|
Six months ended March 31, 2025 |
|||||||
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Americas |
|
EMEA |
|
APAC |
|
|
Total Reportable Segments |
Revenue1 |
|
|
|
|
|
||||
Cost of sales |
|
( |
|
( |
|
( |
|
|
( |
Reportable Segments Adjusted EBITDA |
|
|
|
|
|
||||
Corporate/Other Adjusted EBITDA |
|
|
|
|
|
|
|
|
( |
Foreign exchange loss |
|
|
|
|
|
|
|
|
( |
EBITDA |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
( |
Finance cost, net |
|
|
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|
|
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|
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( |
Profit before tax |
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|
1
2
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
A final purchase price of AUD $
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) |
|
|
Property, plant and equipment |
|
|
Right-of-use assets |
|
|
Deferred tax assets |
|
|
Other current and non-current assets |
|
|
Inventories |
|
|
Trade and other receivables |
|
|
Cash and cash equivalents |
|
|
Total assets |
|
|
Liabilities |
|
|
Lease liabilities |
|
( |
Provisions |
|
( |
Deferred tax liabilities |
|
( |
Trade and other payables |
|
( |
Accrued liabilities |
|
( |
Contract liabilities |
|
( |
Current tax liabilities |
|
( |
Other current liabilities |
|
( |
Total liabilities |
|
( |
|
|
|
Total identifiable net assets at fair value |
|
|
|
|
|
Gain on bargain purchase |
|
|
Total consideration |
|
|
|
|
|
Cash consideration payable to Sellers |
|
|
Settlement of Accounts receivables from Birkenstock Australia |
|
|
Total consideration |
|
As part of the acquisition, €
Consistent with the Company's accounting policies, the €
As of March 31, 2026, the Company incurred €
7. PROPERTY, PLANT AND EQUIPMENT
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 €
9. INVENTORIES
|
|
March 31, 2026 |
|
|
September 30, 2025 |
|
||
Raw materials |
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||
Work in progress |
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||
Finished goods |
|
|
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|
||
Inventories |
|
|
|
|
|
|
||
During the three and six months ended March 31, 2026, inventories of €
As part of the Cost of sales, write-downs of inventories during the six months ended March 31, 2026 amounted to €
As of March 31, 2026 and September 30, 2025, the Company had
Capital Reorganization
In addition, on October 10, 2023, the Company entered into the TRA with MidCo in consideration for the repurchase of
Initial Public Offering
On October 13, 2023, the Company closed its IPO. Birkenstock issued and sold
Secondary Offerings
In June and July 2024, the Company completed secondary offerings of
On May 30, 2025, the Company completed another secondary offering of
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
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 |
|
|
|
|
|
|
||
Other current assets |
|
|
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|
|
|
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|
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|
||
Currency derivative |
|
2 |
|
FVtPL |
|
|
|
|
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|
||
Other financial liabilities |
|
|
|
|
|
|
|
|
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|
||
Currency derivative |
|
2 |
|
FVtPL |
|
|
|
|
|
|
||
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 €
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 |
|
|
|
|
|
|
|
|
|
|||
USD Term Loan |
|
2 |
|
|
|
|
|
|
|
|
|
|||
Vendor Loan |
|
2 |
|
|
|
|
|
|
|
|
|
|||
Senior Notes |
|
2 |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|||
EUR Term Loan |
|
2 |
|
|
|
|
|
|
|
|
|
|||
USD Term Loan |
|
2 |
|
|
|
|
|
|
|
|
|
|||
Vendor Loan |
|
2 |
|
|
|
|
|
|
|
|
|
|||
Senior Notes |
|
2 |
|
|
|
|
|
|
|
|
|
|||
|
|
Level |
|
Carrying value |
|
Fair value |
March 31, 2026 |
|
|
|
|
|
|
Tax receivable agreement liability |
|
3 |
|
|
||
|
|
|
|
|
|
|
September 30, 2025 |
|
|
|
|
|
|
Tax receivable agreement liability |
|
3 |
|
|
There were
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 |
|
|
|
|
|
|
|
|||
USD Term Loan |
|
|
|
|
|
|
|
|||
Vendor Loan |
|
|
|
|
|
|
|
|||
Vendor Loan - interest payable |
|
N/A |
|
|
|
|
|
|
||
Senior Notes |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||
Senior Note initial embedded derivative |
|
|
|
|
|
|
|
|
||
Less: amortization under the effective interest method |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
EUR Term Loan - interest payable |
|
N/A |
|
|
|
|
|
|
||
USD Term Loan - current portion |
|
|
|
|
|
|
|
|||
USD Term Loan - interest payable |
|
N/A |
|
|
|
|
|
|
||
Senior Notes - interest payable |
|
N/A |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
On March 9, 2026, an additional €
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
As of October 10, 2023, the future payments expected to be made under the TRA totaled approximately $
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 €
14. GOVERNMENT GRANT
During fiscal year 2023, the Company was awarded a government grant by the state of Mecklenburg-Vorpommern, amounting up to €
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
DTC |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 |
|
( |
|
( |
|
( |
|
( |
Selling and distribution expenses |
|
( |
|
( |
|
( |
|
( |
General and administrative expenses |
|
( |
|
( |
|
( |
|
( |
Total depreciation |
|
( |
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
Cost of sales |
|
( |
|
( |
|
( |
|
( |
Selling and distribution expenses |
|
( |
|
( |
|
( |
|
( |
General and administrative expenses |
|
( |
|
( |
|
( |
|
( |
Total amortization |
|
( |
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
Cost of sales |
|
( |
|
( |
|
( |
|
( |
Selling and distribution expenses |
|
( |
|
( |
|
( |
|
( |
General and administrative expenses |
|
( |
|
( |
|
( |
|
( |
Total personnel costs |
|
( |
|
( |
|
( |
|
( |
|
|
|
|
|
|
|
|
|
Selling and distribution expenses |
|
|
|
|
( |
|||
Total impairment |
|
|
|
|
( |
|||
Additionally, Selling and distribution expenses predominantly consist of selling and marketing expenses as well as logistics expenses. Selling and marketing expenses amounted to €
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.
|
|
Three months ended March 31, |
|
Six months ended March 31, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Current income taxes |
|
( |
|
( |
|
( |
|
( |
Deferred income taxes |
|
( |
|
( |
|
|
( |
|
Income tax expense |
|
( |
|
( |
|
( |
|
( |
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of shares with dilutive effects |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted number of outstanding shares (diluted) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Profit attributable to ordinary shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 |
|
||
Future lease payments1 |
|
||
Total |
|
1
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 €
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Post-employment benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Termination benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
During the three months ended March 31, 2026 and 2025, director compensation amounted to €
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 €
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 €
As of March 31, 2026 and September 30, 2025, the Company had outstanding receivables of €
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 €
The Company recognized €
As of March 31, 2026, the Company has a lease liability of €
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 €
As described in Note 10 - Equity, the Company repurchased
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 €
18
million and €
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:
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% |
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:
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 |
% |
25
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 |
% |
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 |
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.
35
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.”
36
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.
37
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.
39
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:
40
41
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
ITEM 1. LEGAL PROCEEDINGS
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.
|
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Birkenstock Holding plc |
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|
|
Dated: May 13, 2026 |
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|
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|
|
By: |
/s/ Ruth Kennedy |
|
|
Name: |
Ruth Kennedy |
|
|
Title: |
Director |
44