Birkenstock Holding plc 2025年年度报告和过渡报告

(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act. Securities registered or to be registered pursuant to Section 12(g) of the Act.None. (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None. (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.183,906,056ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☒Yes☐No If this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934.☐Yes☒No Note—Checking the box above will not relieve any registrant required to file reportspursuantto Section 13 or 15(d)of the Securities Exchange Act of 1934 from theirobligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, or an emerging growth company. See the definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance withU.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards †provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any updateissued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’sassessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check markwhether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing:U.S. GAAP☐International Financial Reporting Standards as issued by the International Accounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check markwhich financial statement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS iPagePRESENTATION OF FINANCIAL AND OTHER INFORMATION1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS6PART I9ITEM 1. IDENTITY OF DIRECTORS, SENIORMANAGEMENT AND ADVISERS9ITEM 2. OFFER STATISTICS AND EXPECTEDTIMETABLE9ITEM 3. KEY INFORMATION9A. [Reserved]9B. Capitalization and Indebtedness9C. Reasons for the Offer and Use of Proceeds9D. Risk Factors9ITEM 4. INFORMATION ON THE COMPANY52A. History and Development of the Company52B. Business Overview52C. Organizational Structure61D. Property, Plants and Equipment62ITEM 4A. UNRESOLVED STAFF COMMENTS62ITEM 5. OPERATING AND FINANCIAL REVIEW ANDPROSPECTS63A. Operating Results63B. Liquidity and Capital Resources78C. Research and Development, Patents andLicenses83D. Factors Affecting Performance and TrendInformation84E. Critical Accounting Estimates86ITEM 6. DIRECTORS, SENIOR MANAGEMENT ANDEMPLOYEES88A. Directors and Senior Management88B. Compensation91C. Board Practices97D. Employees98E. Share Ownership99F. Disclosure of a Registrant’s Action to RecoverErroneously Awarded