Organization and principal activities

Basis of preparation and consolidation

Functional and presentation currency

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

SECURITIES EXCHANGE ACT OF 1934

For the Month of February 2026

Commission file number: 001-41836

Birkenstock Holding plc

(Translation of registrant's name into English)

1-2 Berkeley Square

London W1J 6EA

United Kingdom

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

Table of Contents


	Page
PART I - FINANCIAL INFORMATION	1

ITEM 1. FINANCIAL STATEMENTS	1
Unaudited Interim Condensed Consolidated Statements of Financial Position	2
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income	3
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity	4
Unaudited Interim Condensed Consolidated Statements of Cash Flows	5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20

PART II - OTHER INFORMATION	39

ITEM 1. LEGAL PROCEEDINGS	39
ITEM 1A. RISK FACTORS	39
ITEM 2. INCORPORATION BY REFERENCE	39

SIGNATURES	40

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Birkenstock Holding plc

Unaudited Interim Condensed Consolidated Financial Statements

as of December 31, 2025 and for the three months ended December 31, 2025 and 2024

Unaudited Interim Condensed Consolidated Statements of Financial Position


(In thousands of Euros)	Notes	December 31, 2025			September 30, 2025
Assets
Non-current assets
Goodwill			1,509,958			1,512,270
Intangible assets (other than goodwill)			1,570,199			1,577,248
Property, plant and equipment	7		378,778			357,496
Right-of-use assets	8		190,953			179,762
Deferred tax assets			15,130			11,556
Other assets	11		39,346			28,425
Total non-current assets			3,704,364			3,666,757

Current assets
Inventories	9		831,921			704,417
Trade and other receivables			117,919			160,245
Current tax assets			4,518			6,544
Other current assets	11		61,731			75,090
Cash and cash equivalents			229,227			329,067
Total current assets			1,245,316			1,275,363
Total assets			4,949,680			4,942,120

Shareholders' equity and liabilities
Shareholders' equity
Share premium	10		1,992,302			1,992,302
Other capital reserve			69,030			68,920
Retained earnings			816,462			765,905
Accumulated other comprehensive loss			(105,823	)		(104,401	)
Total shareholders' equity			2,771,971			2,722,726

Non-current liabilities
Loans and borrowings	12		1,128,819			1,128,010
Tax receivable agreement liability	13		306,378			302,400
Lease liabilities	8		158,910			149,338
Provisions			4,537			4,413
Deferred tax liabilities			165,102			163,429
Deferred income	14		9,742			13,657
Other liabilities			6,544			4,477
Total non-current liabilities			1,780,032			1,765,724

Current liabilities
Loans and borrowings	12		11,389			17,133
Tax receivable agreement liability	13		54,966			54,364
Lease liabilities	8		47,568			43,581
Trade and other payables			115,750			136,003
Accrued liabilities			24,753			32,222
Other financial liabilities	11		10,758			4,202
Provisions			18,698			36,338
Contract liabilities			11,279			6,195
Current tax liabilities			77,405			106,958
Other current liabilities			25,111			16,674
Total current liabilities			397,677			453,670
Total liabilities			2,177,709			2,219,394
Total shareholders' equity and liabilities			4,949,680			4,942,120

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income


		Three months ended December 31,
(In thousands of Euros, except share and per share information)	Notes	2025			2024
Revenue	15		401,901			361,719
Cost of sales	16		(177,956	)		(143,685	)
Gross profit			223,945			218,034
Operating expenses
Selling and distribution expenses	16		(125,580	)		(118,155	)
General and administrative expenses	16		(29,266	)		(24,104	)
Foreign exchange loss			(3,238	)		(11,871	)
Other income, net	6		12,472			126
Profit from operations			78,333			64,030
Finance cost, net			(9,149	)		(24,778	)
Profit before tax			69,184			39,252
Income tax expense	17		(18,627	)		(19,133	)
Net profit			50,557			20,119
Items that will be reclassified to profit (loss) if certain conditions are met:
Cumulative translation adjustment gain (loss)			(1,422	)		103,413
Other comprehensive income (loss), net of tax			(1,422	)		103,413
Total comprehensive income			49,135			123,532

Earnings per share
Basic	18		0.27			0.11
Diluted	18		0.27			0.11

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity


(In thousands of Euros, except share information)	Notes	Number of ordinary shares		Share Premium		Other Capital Reserve		Retained Earnings		Accumulated other comprehensive income (loss)			Total equity
Balance at September 30, 2024			187,829,202		2,168,495		68,920		417,578		(29,974	)		2,625,019
Net profit			—		—		—		20,119		—			20,119
Other comprehensive income			—		—		—		—		103,413			103,413
Total comprehensive income			—		—		—		20,119		103,413			123,532
Equity-settled share-based compensation expense	20		—		—		121		—		—			121
Balance at December 31, 2024			187,829,202		2,168,495		69,041		437,697		73,439			2,748,672

Balance at September 30, 2025			183,906,056		1,992,302		68,920		765,905		(104,401	)		2,722,726
Net profit			—		—		—		50,557		—			50,557
Other comprehensive loss			—		—		—		—		(1,422	)		(1,422	)
Total comprehensive income (loss)			—		—		—		50,557		(1,422	)		49,135
Equity-settled share-based compensation expense	20		—		—		110		—		—			110
Balance at December 31, 2025			183,906,056		1,992,302		69,030		816,462		(105,823	)		2,771,971

Unaudited Interim Condensed Consolidated Statements of Cash Flows


	Three months ended December 31,
(In thousands of Euros)	2025			2024
Cash flows from operating activities
Net profit		50,557			20,119
Adjustments to reconcile net profit to net cash flows from operating activities:
Depreciation and amortization		30,158			26,192
Loss on disposal of property, plant and equipment		162			17
Finance cost, net		9,149			24,778
Net exchange differences		12,857			16,107
Gain from bargain purchase		(12,317	)		—
Non-cash operating items		110			121
Income tax expense		18,627			19,133
Income tax paid		(48,435	)		(50,509	)
Changes in working capital:
- Inventories and right to return assets		(88,505	)		(73,843	)
- Trade and other receivables		26,061			38,650
- Trade and other payables and accrued liabilities		(21,367	)		(23,158	)
- Other		(5,324	)		(9,252	)
Net cash flows used in operating activities		(28,267	)		(11,645	)

Cash flows from investing activities
Interest received, net of taxes withheld		1,051			1,891
Purchases of property, plant and equipment		(37,133	)		(14,647	)
Proceeds from sale of property, plant and equipment		2			12
Purchases of intangible assets		(1,056	)		(4,141	)
Proceeds from sale of intangible assets		2			—
Initial direct costs of right-of-use assets		(200	)		—
Acquisition of subsidiary, net of cash acquired		(1,928	)		—
Receipt of government grant		623			1,888
Net cash flows used in investing activities		(38,639	)		(14,997	)

Cash flows from financing activities
Repayment of loans and borrowings		(1,295	)		(2,154	)
Payment of transaction costs related to refinancing		—			(250	)
Interest paid		(16,868	)		(18,252	)
Payments of lease liabilities		(12,297	)		(9,996	)
Interest portion of lease liabilities		(2,316	)		(2,332	)
Net cash flows used in financing activities		(32,776	)		(32,984	)

Net decrease in cash and cash equivalents		(99,682	)		(59,626	)
Cash and cash equivalents at beginning of period		329,067			355,843
Net foreign exchange difference		(158	)		2,377
Cash and cash equivalents at end of period		229,227			298,594

Notes to THE Unaudited INTERIM CONDENSED Consolidated Financial Statements

1. GENERAL INFORMATION

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. The seasonal nature of our business is similar across geographies and sales channels with B2B seeing an increase in revenues in the spring months, while revenues in the DTC channel increase in the summer. Between October and March, we manufacture our products for the B2B channel, and during the beginning of the calendar year, we rely on our built-up inventory for our revenue to B2B partners. Starting in April, demand for our products from the DTC channel increases. 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

These interim condensed consolidated financial statements were authorized for issuance on February 12, 2026 by the Company’s board of directors.

These interim condensed consolidated financial statements as of December 31, 2025 and for the three months ended December 31, 2025 and 2024 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.

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.

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

Adjusted net profit

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

3. SIGNIFICANT ACCOUNTING POLICIES

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

Change in accounting policy

During the second quarter of fiscal year 2025, the Company elected to change its accounting policy for the accounting of the cancellation of ordinary shares, which was previously recognized as a reduction to Shareholder's equity in the Treasury shares component of equity. The Company believes that recognizing the cancellation of shares as a reduction to the Share premium component of equity better reflects the economics of the share repurchase transaction (see Note 10 - Equity) as it offsets the initial proceeds. As a result, the Company retrospectively applied the change in accounting policy and reclassified €355.8 million from Treasury shares to Share premium for the three months ended December 31, 2024 in these interim condensed consolidated financial statements. As this only results in a change in presentation, there is no impact to the Company's profit/loss or its basic and diluted earnings per share for the three months ended December 31, 2024.

New and amended standards and interpretations adopted by the Company

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

•

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

New and amended standards and interpretations issued but not yet effective

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

•

Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after January 1, 2026).

•

Annual Improvements to IFRS Accounting Standards – Volume 11 (effective for annual periods beginning on or after January 1, 2026)

•

IFRS 19 – Subsidiaries without Public Accountability: Disclosures and amendments (effective for reporting periods beginning on or after January 1, 2027).

•

Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency (effective for reporting periods beginning on or after January 1, 2027).

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

•

Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after January 1, 2026).

•

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

4. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS

The preparation of Birkenstock’s consolidated financial statements in accordance with IFRS requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the interim condensed consolidated financial statements and accompanying notes. Uncertainty about these assumptions and

estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are subject to continuous review.

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, secondary offering related costs 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 months ended December 31, 2024 has been conformed to the current period presentation.

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


	Three months ended December 31, 2025
	Americas	EMEA	APAC	Total Reportable Segments
Revenue1	221,774	119,218	60,318	401,310
Cost of sales	(96,785)	(50,720)	(30,437)	(177,942)
Reportable Segments Adjusted EBITDA	67,393	27,810	19,671	114,874
Corporate/Other Adjusted EBITDA				(8,477)
Foreign exchange loss				(3,238)
Acquisition-related:
Gain from bargain purchase				12,317
Distributor mark-up reversal2				(6,800)
Transaction costs				(185)
EBITDA				108,491
Depreciation and amortization				(30,158)
Finance cost, net				(9,149)
Profit before tax				69,184


	Three months ended December 31, 2024
	Americas	EMEA	APAC	Total Reportable Segments
Revenue1	210,700	102,759	47,103	360,562
Cost of sales	(83,167)	(39,991)	(20,292)	(143,450)
Reportable Segments Adjusted EBITDA	66,392	26,791	14,201	107,384
Corporate/Other Adjusted EBITDA				(5,291)
Foreign exchange loss				(11,871)
EBITDA				90,222
Depreciation and amortization				(26,192)
Finance cost, net				(24,778)
Profit before tax				39,252

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

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

6. BUSINESS COMBINATION

On October 23, 2025, Birkenstock International Asia GmbH completed the acquisition of Birkenstock Australia Pty. Ltd. ("Birkenstock Australia"), the Company's long-standing distributor in Australia. Birkenstock International Asia GmbH acquired 100% of the shares of Birkenstock Australia. This acquisition was made to invest in the Australian market and to further unlock growth potential in the APAC region. The acquisition is accounted for as a business combination using the acquisition method. Birkenstock Australia contributed sales of €16.7 million and income of €4.8 million since the acquisition date of October 23, 2025. Had Birkenstock Australia been acquired at the beginning of fiscal year 2026, additional sales of €4.3 million and income of €0.3 million would have been recognized. The results of Birkenstock Australia are included in the APAC operating segment.

The preliminary purchase price for the transaction is AUD $27.0 million (€15.1 million), exclusive of the preliminary post-close working capital adjustment of AUD $2.4 million (€1.3 million). The first tranche of the purchase price of AUD $9.0 million (€5.0 million) was paid on the closing date of the transaction. The second tranche (total purchase price, less the first tranche, escrow amount, and working capital adjustments) will be paid to the Seller and AUD $3.0 million will be paid into an escrow account no earlier than six months after the first tranche payment date. The escrow amount will be released eighteen months after payment into the escrow account. Subsequent to December 31, 2025, a final agreement for a purchase price of AUD $24.5 million (€13.8 million) was reached. Consequently, the second tranche of AUD $12.5 million is expected to be paid on April 23, 2026.

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.

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


(EUR in thousands)
Assets
Intangible assets (other than goodwill)		689
Property, plant and equipment		577
Right-of-use assets		5,683
Deferred tax assets		256
Other current and non-current assets		704
Inventories		39,387
Trade and other receivables		5,097
Cash and cash equivalents		3,000
Total assets		55,393
Liabilities
Lease liabilities		(5,656)
Provisions		(27)
Deferred tax liabilities		(207)
Trade and other payables		(470)
Accrued liabilities		(558)
Contract liabilities		(331)
Current tax liabilities		(778)
Other current liabilities		(53)
Total liabilities		(8,080)

Total identifiable net assets at fair value		47,313

Gain on bargain purchase		12,317
Total consideration		34,996

Cash consideration payable to Sellers		13,794
Settlement of Accounts receivables from Birkenstock Australia		21,202
Total consideration		34,996

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

Consistent with the Company's accounting policies, the €12.3 million gain on bargain purchase has been recognized as "Other income, net" during the three months ended December 31, 2025. The gain on bargain purchase arose primarily as the seller was motivated to exit the business in connection with retirement with a focus on ensuring seamless succession and continuity of the exclusively affiliated distribution operations in Australia.

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

7. PROPERTY, PLANT AND EQUIPMENT

During the three months ended December 31, 2025 and 2024, the Company acquired property, plant and equipment with costs of €31.5 million and €13.5 million, respectively. €18.0 million of the additions during the three months ended December 31, 2025 relate to the acquisition of the production and logistics facility in Wittichenau, Germany. Additionally €0.6 million of the additions relate to the acquisition of Birkenstock Australia. See Note 6 - Business combination. The remainder predominately relates to capital expenditures in the production facilities in Arouca, Portugal, Pasewalk, Germany, and Görlitz, Germany.

8. RIGHT-OF-USE ASSETS

During the three months ended December 31, 2025 and 2024, the Company added right-of-use assets with costs of €24.7 million and €18.2 million, respectively. The additions during the three months ended December 31, 2025 mainly related to warehouses and new retail stores. Additionally, €5.7 million of the additions relates to the acquisition of Birkenstock Australia. See Note 6 - Business combination.

9. INVENTORIES


	December 31, 2025		September 30, 2025
Raw materials		76,797		71,951
Work in progress		72,355		64,525
Finished goods		682,769		567,941
Inventories		831,921		704,417

During the three months ended December 31, 2025 and 2024, inventories of €96.0 million and €68.0 million, respectively, were recognized as an expense in Cost of sales.

As part of the Cost of sales, write-downs of inventories during the three months ended December 31, 2025 and 2024 amounted to €6.4 million and €3.0 million, respectively.

10.

EQUITY

As of December 31, 2025 and September 30, 2025,the Company had 183,906,056 no par value ordinary shares outstanding. As of December 31, 2024, the Company had 187,829,202 no par value ordinary shares outstanding.

Capital Reorganization

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

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

Initial Public Offering

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

Secondary Offerings

On June 28, 2024, the Company completed a secondary offering of 14,000,000 ordinary shares on behalf of MidCo ("selling shareholder") at a price of $54.00 per share (the "June 2024 Secondary Offering"). On July 3, 2024, as part of the secondary offering, the underwriters exercised their option to purchase an additional 2,100,000 ordinary shares at $54.00 per share. This resulted in the sale of a total of 16,100,000 ordinary shares, which were held by the selling shareholder. The Company incurred €1.9 million in costs associated with the June 2024 Secondary Offering on behalf of MidCo. These costs were recorded in "General and administrative expenses".

On May 30, 2025, the Company completed another secondary offering of 14,000,000 ordinary shares on behalf of MidCo at a price of $52.50 per share (the "May 2025 Secondary Offering"). On the same day, as part of this secondary offering, the underwriters exercised their option to purchase an additional 2,100,000 ordinary shares at $52.50 per share. This resulted in the sale of a total

of 16,100,000 ordinary shares, which were held by the selling shareholder. The Company incurred €1.7 million in costs associated with the May 2025 Secondary Offering on behalf of MidCo. These costs were recorded in "General and administrative expenses".

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

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

Share Redemption

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

11. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

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

           
          Fair value

           
          Level

          Measurement

          December 31, 2025

          September 30, 2025

          Other assets

Senior Note - embedded derivative

3

FVtPL

32,995

22,796

          Other current assets

Currency derivative

2

FVtPL

6,497

16,851

          Other financial liabilities

Currency derivative

2

FVtPL

1,508

347

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

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

The fair value of the redemption feature embedded in the Senior Notes is calculated using a "with-and-without" approach. The "with-scenario" refers to the fair value of the Senior Notes inclusive of the redemption feature and is estimated using a binomial lattice model in a risk-neutral framework and specifically, a Black-Derman-Toy ("BDT") model, whereas the "without-scenario" refers to the fair value exclusive of the redemption feature which is estimated through the use of a discounted cash-flow analysis ("DCF"). Both BDT and DCF models fall under the income approach. The yield volatility and credit spread are both unobservable inputs to the model. Since the note value is an observable input, the credit spread is assumed to be back solved after changing the yield volatility to match the note value. During the three months ended December 31, 2025, a €10.2 million increase in fair value was recorded through "Finance cost, net" using 35% yield volatility and 0.28% credit spread. A 2.5% increase/decrease in yield volatility would result in a €0.1 million increase/decrease in fair value. During the three months ended December 31, 2024, a €3.2 million decrease in fair value was recorded through "Finance cost, net" using 40% yield volatility and 1.07% credit spread. A 2.5% increase/decrease in yield volatility would result in a €1.3 million increase/decrease in fair value.

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


(EUR in thousands)	Level	Nominal value		Carrying value		Fair value
December 31, 2025
EUR Term Loan	2		375,000		375,232		383,317
USD Term Loan	2		102,358		102,310		105,801
Vendor Loan	2		217,408		223,785		231,475
Senior Notes	2		428,500		438,881		436,352

September 30, 2025
EUR Term Loan	2		375,000		375,112		387,500
USD Term Loan	2		103,731		103,677		107,246
Vendor Loan	2		217,408		221,391		230,176
Senior Notes	2		428,500		444,963		450,961

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


	Level	Carrying value	Fair value
December 31, 2025
Tax receivable agreement liability	3	361,344	370,820

September 30, 2025
Tax receivable agreement liability	3	356,764	370,080

There were no transfers between levels during any reporting period.

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

Financial risk management

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

Capital management

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

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	December 31, 2025			September 30, 2025
Non-current liabilities
EUR Term Loan	2029		375,000			375,000
USD Term Loan	2029		97,335			98,641
Vendor Loan	2029		217,408			217,408
Vendor Loan - interest payable	N/A		6,377			3,983
Senior Notes	2029		428,500			428,500
			1,124,620			1,123,532
Senior Note initial embedded derivative			28,638			28,638
Less: amortization under the effective interest method			(24,439	)		(24,160	)
			1,128,819			1,128,010

Current liabilities
EUR Term Loan - interest payable	N/A		2,218			2,242
USD Term Loan - current portion	2026		5,023			5,090
USD Term Loan - interest payable	N/A		399			428
Senior Notes - interest payable	N/A		3,749			9,373
			11,389			17,133

13. TAX RECEIVABLE AGREEMENT

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

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

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

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

The total balance of the TRA liability as of December 31, 2025 amounted to €361.3 million, €55.0 million of which is classified as current. The total balance of the TRA liability as of September 30, 2025 amounted to €356.8 million, €54.4 million of which was classified as current.

14. GOVERNMENT GRANT

During fiscal year 2023, the Company was awarded a government grant by the state of Mecklenburg-Vorpommern, amounting up to €11.3 million, conditional on the investment in a production facility and the creation of 400 permanent jobs in Pasewalk, Germany. The grant is recognized as deferred income and is released to the statement of comprehensive income over the useful life of the respective assets. During the three months ended December 31, 2025 and 2024, €0.6 million and €1.9 million of cash from the state of Mecklenburg-Vorpommern was received, respectively. Both cash receipts were recorded as a reduction of Other current assets.

15. REVENUE FROM CONTRACTS WITH CUSTOMERS

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


	Three months ended December 31,
	2025		2024
B2B		215,123		182,045
DTC		186,187		178,517
Other		591		1,157
Revenue		401,901		361,719

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 months ended December 31, 2025 and 2024:


	Three months ended December 31,
	2025	2024
Cost of sales	(7,982)	(6,546)
Selling and distribution expenses	(12,565)	(10,125)
General and administrative expenses	(2,473)	(2,447)
Total depreciation	(23,020)	(19,118)

Cost of sales	(70)	(54)
Selling and distribution expenses	(6,503)	(6,751)
General and administrative expenses	(565)	(170)
Total amortization	(7,138)	(6,975)

Cost of sales	(54,098)	(53,118)
Selling and distribution expenses	(31,345)	(26,330)
General and administrative expenses	(14,792)	(12,739)
Total personnel costs	(100,235)	(92,187)

Selling and distribution expenses	—	(99)
Total impairment	—	(99)

Additionally, Selling and distribution expenses predominantly consist of selling and marketing expenses as well as logistics expenses. Selling and marketing expenses amounted to €36.5 million during the three months ended December 31, 2025. Selling and marketing expenses were €34.5 million during the three months ended December 31, 2024. Logistics expenses amounted to €30.1 million during the three months ended December 31, 2025. Logistics expenses were €31.1 million during the three months ended December 31, 2024.

17. INCOME TAX

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


	Three months ended December 31,
	2025	2024
Current income taxes	(20,108)	(19,976)
Deferred income taxes	1,481	843
Income tax expense	(18,627)	(19,133)

The Company estimates the income tax rate for the fiscal year ending September 30, 2026 will be 26%, compared to 26% for the fiscal year ended September 30, 2025.

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:


	Three months ended December 31,
	2025		2024
Weighted number of outstanding shares		183,906,056		187,829,202
Number of shares with dilutive effects		1,640		189
Weighted number of outstanding shares (diluted)		183,907,696		187,829,391

Profit attributable to ordinary shareholders		50,557		20,119
Basic		0.27		0.11
Diluted		0.27		0.11

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 December 31, 2025 and September 30, 2025 are as follows:


	December 31, 2025	September 30, 2025
Purchase commitments	36,723	43,526
Future lease payments1	29,752	6,090
Total	66,475	49,616

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

Contingencies

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

20. RELATED PARTY TRANSACTIONS

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

Parent and ultimate controlling party

The ultimate controlling party of the Company is L Catterton.

Transactions with key management personnel

Key management compensation

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

Key management compensation is comprised of the following:


	Three months ended December 31,
	2025		2024
Short-term employee benefits		5,400		4,283
Long-term employee benefits		—		111
Post-employment benefits		304		239
Share-based compensation		110		121
Total		5,814		4,754

During each of the three months ended December 31, 2025 and 2024, director compensation amounted to €0.1 million. Additionally, certain non-employee directors are granted restricted share units ("RSUs") annually with a total grant date value of €0.3 million. During each of the three months ended December 31, 2025 and 2024, the Company incurred €0.1 million in RSU related expenses.

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 months ended December 31, 2025 and 2024, the Company incurred less than €0.1 million in marketing expenses.

The Company leased administrative buildings from Ockenfels Group GmbH & Co. KG (“Ockenfels”), an entity managed by our Chief Executive Officer and controlled by AB-Beteiligungs GmbH and CB Beteiligungs GmbH & Co. KG, (collectively, the "Predecessor Shareholders"). The lease liability amounted to €2.7 million and €0.9 million as of December 31, 2025 and September 30, 2025, respectively. The corresponding right-of-use assets amounted to €0.7 million and €0.8 million as of December 31, 2025 and September 30, 2025, respectively. Additionally, as of December 31, 2025 and September 30, 2025, the Company also had payables due to Ockenfels in the amount of €1.8 million (Other financial liabilities - current), relating to taxes from activities prior to the Transaction, which was received on behalf of the Predecessor Shareholders.

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

Other related party transactions

Transactions with other related parties primarily consisted of consulting fees for management services provided by and expenses reimbursed to L Catterton Management Company LLC and other entities affiliated with L Catterton. The Company incurred less than €0.1 million in expenses during each the three months ended December 31, 2025 and 2024.

The Company recognized less than €0.1 million in sales from LVMH affiliated entities during each of the three months ended December 31, 2025 and 2024. The Company and LVMH are related as a director of the Company is also a director of LVMH.

As of December 31, 2025, the Company has a lease liability of €0.9 million owed to CB Beteiligungs GmbH & Co. KG and €0.8 million as of September 30, 2025. The corresponding right-of-use asset amounted to €0.9 million and €0.7 million as of December 31, 2025 and September 30, 2025, respectively.

During the three months ended December 31, 2025, the Company entered into leases with Value Retail Limited affiliated entities and made lease payments in the amount of €0.1 million. As of December 31, 2025, the lease liability amounted to €6.9 million. The corresponding right-of-use assets amounted to €6.8 million as of December 31, 2025. The Company and Value Retail Limited are related as directors of the Company are also directors of Value Retail Limited.

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

As described in Note 13 - Tax Receivable Agreement, in October 2023 the Company entered into the TRA with the pre-IPO shareholder MidCo. There were no payments made under the TRA during the three months ended December 31, 2025 and 2024. The outstanding

balance of the TRA liability (current and non-current portion) as of December 31, 2025 was €361.3 million and €356.8 million as of September 30, 2025.

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 55% and 30% of revenue, respectively, for the three months ended December 31, 2025. 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.

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.

The tariffs imposed by the U.S. administration in early April 2025 (Liberation Day), and the countermeasures taken by the EU and other countries since, significantly increased the level of geopolitical and macroeconomic uncertainty. 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 has introduced a significant amount of uncertainty and potential disruption. It cannot be ruled out that such uncertainty will persist for the foreseeable future. In addition, any recently imposed, new or increased tariffs or other trade barriers could adversely affect consumer behavior and demand for our products, negatively impact our ability to manage inventory and/or dampen economic growth or lead to a recession in certain countries or globally, each of which factors could have a material adverse effect on the Company’s business, financial condition and results of operations. 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 are subject to at least 15% U.S. tariffs. In January 2026, the United States threatened additional tariffs on goods from certain European countries, including Germany, relating to geopolitical tensions involving Greenland. Such tariffs were not implemented, however the current political environment has led to increased uncertainty on whether further tariffs will be introduced in the future.

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 (55% in the three months ended December 31, 2025). During the three months ended December 31, 2025, 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 December 31, 2025 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 360 basis points in the three months ended December 31, 2025. All other factors remaining constant, we expect the tariffs to result in a modest increase in our cost of sales, and therefore impact our gross profit margin, adjusted EBITDA margin and net profit margin in fiscal 2026. Also, we expect to continue to experience increased adverse foreign currency fluctuations for the three months ending March 31, 2026. We have several levers to respond to, and mitigate, the expected direct impact of the tariffs and any additional tariffs on the Company’s business and financial results, including through negotiations with suppliers, price increases, optimization of the product and geographic mix, and use of efficiencies and economies of scale in production.

Key Financial Highlights

Key highlights for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 include:

•

Revenue of €401.9 million, an increase of 11% on a reported basis and 18% in constant currency

•

Double-digit revenue growth in constant currency across all segments; 5% in the Americas on a reported basis (14% in constant currency), 16% in EMEA on a reported basis (17% in constant currency) and 28% in APAC on a reported basis (37% in constant currency)

•

B2B revenue growth of 18% (24% in constant currency) and DTC revenue growth of 4% (12% in constant currency)

•

Gross profit margin of 55.7%, down 460 basis points from 60.3% in the prior-year period primarily due to unfavorable currency translation (220 basis points), incremental U.S. tariffs (130 basis points) and channel mix. Decrease is further driven by a 170 basis points impact from the mark-up to cost of sales associated with the acquisition of the long-standing distributor Birkenstock Australia Pty. Ltd., which closed on October 23, 2025 and channel mix. The decrease is partly offset by sales price adjustments (net of inflation) and improved capacity absorption.

•

Adjusted gross profit margin of 57.4%, down 290 basis points from 60.3% in the prior year period primarily due to unfavorable currency translation (220 basis points), incremental U.S. tariffs (130 basis points) and channel mix, partly offset by sales price adjustments (net of inflation) and improved capacity absorption.

•

Net profit of €50.6 million, up 151% year-over-year; EPS of €0.27, up 157% from €0.11 in the first fiscal quarter of 2025; Adjusted net profit was up 47% and Adjusted EPS up 50% year-over-year.

•

Adjusted EBITDA of €106.4 million, up 4% year-over-year; Adjusted EBITDA margin of 26.5%, down 170 basis points from 28.2% in the prior year period, due to unfavorable currency translation (230 basis points) and incremental U.S. tariffs (130 basis points), partly offset by sales price adjustments (net of inflation) and improved capacity absorption.

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 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 December 31,
(In thousands of Euros, unless otherwise stated)	2025			2024
Revenue		401,901			361,719
Revenue, constant currency		426,053			360,338
Revenue growth, constant currency		18	%		19	%

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 December 31, 2025 and the three months ended December 31, 2024 was calculated using the exchange rate of $1.16 to €1 and $1.07 to €1, respectively.

Reconciliation of Revenue to Constant Currency Revenue

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


	Three months ended December 31,
(In thousands of Euros)	2025		2024
Revenue		401,901		361,719
Add (Less):
U.S. Dollar impact		18,299		(1,066	)
Canadian Dollar impact		947		250
Other		4,906		(565	)
Constant currency revenue		426,053		360,338


	Three months ended December 31,			Constant Currency Growth
(In thousands of Euros)	2025	2024	Growth
B2B	215,123	182,045	18%	24%
DTC	186,187	178,517	4%	12%
Corporate / Other	591	1,157	(49)%	(49)%
Revenue	401,901	361,719	11%	18%
Americas	221,774	210,700	5%	14%
EMEA	119,218	102,759	16%	17%
APAC	60,318	47,103	28%	37%
Corporate / Other	591	1,157	(49)%	(49)%
Revenue	401,901	361,719	11%	18%

Adjusted Gross Profit and Adjusted Gross Profit Margin


	Three months ended December 31,
(In thousands of Euros, unless otherwise stated)	2025	2024
Adjusted gross profit	230,745	218,034
Adjusted gross profit margin	57.4%	60.3%

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.

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 December 31,
(In thousands of Euros)	2025	2024
Gross profit	223,945	218,034
Add Adjustments:
Acquisition-related:
Distributor mark-up reversal(1)	6,800	-
Adjusted gross profit	230,745	218,034
Adjusted gross profit margin	57.4%	60.3%

(1)

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

Adjusted EBITDA and Adjusted EBITDA Margin


	Three months ended December 31,
(In thousands of Euros, unless otherwise stated)	2025			2024
Adjusted EBITDA		106,397			102,093
Adjusted EBITDA margin		26.5	%		28.2	%

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

•

Incremental cost of sales due to the distributor mark-up of inventory sold to Birkenstock Australia prior to acquisition;

•

Acquisition-related transaction costs mainly consisting of legal and consulting fees as well as travel expenses;

•

Gain from bargain purchase; and

•

Realized and unrealized foreign exchange gain (loss).

Reconciliation of Net Profit to Adjusted EBITDA

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


	Three months ended December 31,
(In thousands of Euros)	2025			2024
Net profit		50,557			20,119
Add:
Income tax expense		18,627			19,133
Finance cost, net		9,149			24,778
Depreciation and amortization		30,158			26,192
EBITDA		108,491			90,222
Add Adjustments:
Acquisition-related:
Distributor mark-up reversal(1)		6,800			—
Transaction costs(2)		185			—
Gain from bargain purchase(3)		(12,317	)		—
Realized and unrealized FX loss(4)		3,238			11,871
Adjusted EBITDA		106,397			102,093
Adjusted EBITDA margin		26.5	%		28.2	%

(1)

(2)

Represents costs associated with the acquisition of Birkenstock Australia Pty Ltd. Costs mainly include legal fees, consulting fees and travel expenses.

(3)

Represents the excess of the preliminary fair value of the identifiable assets acquired and liabilities assumed in the acquisition of Birkenstock Australia Pty Ltd over the preliminary aggregate consideration transferred.

(4)

Represents the primarily non-cash impact of foreign exchange rates within profit (loss). We do not consider these gains and losses representative of operating performance of the business because they are primarily driven by fluctuations in the USD to Euro foreign exchange rate on intercompany receivables for inventory and intercompany loans.

Adjusted Net Profit and Adjusted Net Profit Margin

Birkenstock Holding plc 6-K