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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D 0002101145 XXXXXXXX LIVE Ordinary shares, no par value 01/16/2026 false 0001977102 M2029K104 Birkenstock Holding plc 1-2 BERKELEY SQUARE London X0 W1J 6EA CB Beteiligungs GmbH & Co. KG 49 2683 9359 1592 Burg Ockenfels Linz 2M 53545 0002101145 N CB Beteiligungs GmbH & Co. KG a WC N 2M 13958475 0 13958475 0 13958475 N 7.6 PN Y CB Verwaltungs GmbH a WC N 2M 13958475 0 13958475 0 13958475 N 7.6 CO Y CB Christian Birkenstock Stiftung a WC N N2 13958475 0 13958475 0 13958475 N 7.6 HC OO Ordinary shares, no par value Birkenstock Holding plc 1-2 BERKELEY SQUARE London X0 W1J 6EA The Schedule 13D is filed by CB Beteiligungs GmbH & Co. KG, a limited partnership formed under the laws of Germany ("CBB"); CB Verwaltungs GmbH, a limited liability company formed under the laws of Germany that is the general partner of CBB ("CB Verwaltungs GmbH") and CB Christian Birkenstock Stiftung, a trust formed under the laws of Liechtenstein ("CB Birkenstock Stiftung" and, together with CBB and CB Verwaltungs GmbH, the "Reporting Persons"). The business address for CBB and CB Verwaltungs GmbH is Burg Ockenfels 53545 Linz, Germany. The business address for CB Birkenstock Stiftung is Landstrasse 33, 9490 Vaduz, Germany. Not applicable During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings were and are not subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. Not applicable On January 16, 2026, the Reporting Persons acquired a total of 13,958,475 ordinary shares, no par value of the Issuer ("Issuer Shares") as consideration in kind in respect of interests in BK LC Lux MidCo S.a r.l. ("MidCo"). The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 3. On January 16, 2026, CBB entered into a Share Repurchase Agreement with MidCo (the "Share Repurchase Agreement"). Under the Share Repurchase Agreement, MidCo repurchased from CBB a total of 2,952,277 shares in MidCo. The consideration for such repurchase was paid in kind through the transfer by MidCo to CBB of 13,958,475 Issuer Shares. The repurchase and in-kind payment were effected contemporaneously with execution of the Share Repurchase Agreement and with the effect of a distribution of Issuer Shares pro rata in respect CBB's interest in MidCo. Following consummation of this transaction, the Reporting Persons no longer hold any equity interests in MidCo and CBB directly holds the Issuer Shares previously held by MidCo (the "Roll Down Transaction"). The purpose of the Roll Down Transaction was to align the Reporting Persons' holding structure with the post-listing capitalization of the Issuer and to simplify the ownership chain of the Issuer following its public offering. From time to time, the Reporting Persons may acquire additional Issuer Shares or determine to dispose of Issuer Shares beneficially owned by them. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, upon further developments, including the ongoing evaluation of the Issuer's business, financial condition, operating results and prospects, other investment and business opportunities available to them, general stock market and economic conditions, tax considerations, the attitudes and actions of the Board and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other plans and requirements of the Reporting Persons, may change their investment in the Issuer. Furthermore, the Reporting Persons may discuss items of mutual interest with the Issuer's management and other investors, which could include items in subparagraphs (a) through (j) of Item 4 Schedule 13D. Except as otherwise described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters enumerated in Item 4(a)-(j) of Schedule 13D. The disclosures in the Reporting Persons pages and in Item 4 are incorporated by reference herein. The percentages used in this Schedule 13D are calculated based upon 183,906,056 Issuer Shares outstanding as of September 30, 2025. CBB is a partnership of which Oliver Reichert, the Chief Executive Officer and a Director of the Issuer ("Mr. Reichert"), is the managing director and of which CB Verwaltungs GmbH is the general partner. Mr. Reichert is also managing director of CB Verwaltungs GmbH. The sole shareholder of CB Verwaltungs GmbH is CB Birkenstock Stiftung, which is a trust managed by three trustees that exercise investment and voting power over the Issuer Shares directly held by CBB. As a result, CB Birkenstock Stiftung has sole power to vote, and sole power to dispose of, all of the 13,958,475 Issuer Shares directly held by CBB. Mr. Reichert directly holds 1,361,273 Issuer Shares, which are excluded from this Schedule 13D as Mr. Reichert is not a member of a group with the Reporting Persons. In addition, Mr. Reichert has a contractual subparticipation equal to 10% of the Issuer Shares directly held by CBB and reported on this Schedule 13D, however Mr. Reichert disclaims beneficial ownership of the Issuer Shares held by CBB, except to the extent of his pecuniary interest therein. Except as described in Item 4 above, the Reporting Persons have not effected any transactions in the ordinary shares of the Issuer during the 60 days preceding the date of this filing. Not applicable Not applicable With respect to the Roll Down Transaction, CBB is party to the Share Repurchase Agreement pursuant to which MidCo repurchased from CBB a total of 2,952,277 shares in MidCo in exchange for 13,958,475 Issuer Shares. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Exhibit Description 99.1 Share Repurchase Agreement, dated January 16, 2026, by and between CB Beteiligungs GmbH & Co. KG and BK LC Lux MidCo S.a r.l. 99.2 Joint Filing Agreement, dated January 26, 2026, by and between the Reporting Persons. CB Beteiligungs GmbH & Co. KG /s/ Oliver Reichert Oliver Reichert/Managing Director 01/26/2026 CB Verwaltungs GmbH /s/ Oliver Reichert Oliver Reichert/Managing Director 01/26/2026 CB Christian Birkenstock Stiftung /s/ Oliver Reichert Oliver Reichert/Trustee 01/26/2026 CB Verwaltungs GmbH is the general partner of CB Beteiligungs GmbH & Co. KG