BIRK · Birkenstock Holding plc

In its June 16, 2026 6-K filing, Birkenstock Holding plc disclosed the successful pricing of €900 million aggregate principal amount of 4.500% Senior Notes due 2033 by its indirect subsidiary Birkenstock Group B.V. & Co. KG. The proceeds will be used to redeem existing notes, repurchase up to $500 million (€431 million equivalent) of ordinary shares (including a $250 million accelerated share repurchase with Goldman Sachs entered into on May 20, 2026), refinance other indebtedness, and for general corporate purposes. The accelerated share repurchase is expected to settle before June 30, 2026. Pro forma total indebtedness after these transactions would be €1,714.4 million as of March 31, 2026.

The filing updated risk factors, notably highlighting the impact of recent U.S. tariffs and currency fluctuations. Tariffs resulting from the U.S.-EU trade deal (effective July 2025) and a temporary 10% surcharge (imposed February 2026) are expected to increase cost of sales and reduce gross profit, adjusted EBITDA, and net profit margins by approximately 100 basis points in fiscal 2026. Similarly, adverse foreign currency fluctuations are expected to impact margins by approximately 100 basis points in the year ending September 30, 2026. The adjusted EBITDA margin already fell to 32.1% for the three months ended March 31, 2026 from 34.8% a year earlier, driven by these headwinds.

Operationally, the direct-to-consumer channel represented 37% of revenues for the twelve months ended March 31, 2026, reflecting continued strategic expansion. The Americas segment contributed 51% of revenue, underscoring tariff sensitivity. The company also noted ongoing material weaknesses in internal controls over financial reporting related to IT general controls and entity-level controls, which remain unremediated as of September 30, 2025. A French distributor litigation was updated, with claims reduced to approximately €41.6 million on appeal, with a decision expected in the last quarter of fiscal 2026. The principal shareholder (Midco) holds 54.1% of ordinary shares as of March 31, 2026 (before the ASR), providing significant voting influence.