Information Contained in this Report on Form 6-K
On June 19, 2026, Birkenstock Group B.V. & Co. KG (the “Issuer”), an indirect wholly-owned subsidiary of Birkenstock Holding plc (NYSE: BIRK) (the “Company” and, together with its subsidiaries, the “Group”), closed the previously announced offering (the “Offering”) of €900,000,000 in aggregate principal amount of 4.500% Senior Notes due 2033 (the “Notes”).
The Notes and the related guarantees were offered in the United States only to persons reasonably believed to be “qualified institutional buyers” in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States in offshore transactions to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes were issued under an indenture (the “Indenture”) dated as of June 19, 2026, among the Issuer, the guarantors and GLAS Trust Company LLC as trustee, registrar, paying agent and transfer agent. Application will be made for the Notes to be admitted to the Official List of The International Stock Exchange.
The gross proceeds from the Offering will be used, directly or indirectly, (i) to redeem the €428.5 million of outstanding 5.25% Senior Notes due 2029 issued by Birkenstock Financing S.à r.l. (the “Existing Notes”) in full at par, including any accrued and unpaid interest thereon, on June 26, 2026, (ii) for (a) financing any repurchases that the Company may, at its discretion, undertake of its ordinary shares as announced on June 15, 2026 or (b) to the extent such share repurchases are commercially unreasonable or otherwise not feasible or preferable, refinancing other existing indebtedness of the Company and its subsidiaries and general corporate purposes and (iii) to pay fees and expenses associated with the foregoing transactions and certain amendments to the Group’s term and revolving facilities agreement.
Interest and Maturity. The Notes bear interest at a rate of 4.500% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2026. The Notes will mature on June 15, 2033.
Ranking. The Notes are senior unsecured obligations of the Issuer and (i) rank pari passu in right of payment with all of the Issuer’s existing and future senior indebtedness, including the Existing Facilities (as defined in the Indenture); (ii) rank senior in right of payment to all of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes; (iii) are effectively subordinated to all of the Issuer’s existing and future indebtedness that is secured by liens, to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all existing and future indebtedness and other liabilities of the Issuer’s subsidiaries that do not guarantee the Notes.
Security. The Notes and the related guarantees are unsecured.
Guarantors. The Notes were guaranteed on a senior unsecured basis by the following entities: Birkenstock Limited Partner S.à r.l., Birkenstock US BidCo, Inc., Birkenstock Components GmbH, Birkenstock digital GmbH, Birkenstock Europe GmbH, Birkenstock Global Sales GmbH, Birkenstock IP GmbH, Birkenstock Productions Hessen GmbH, Birkenstock Productions Rheinland-Pfalz GmbH, Birkenstock Productions Sachsen GmbH, Birkenstock USA GP, LLC, Birkenstock USA, LP and Birkenstock USA Digital LLC.