SCHEDULE: Schmid Family Solidifies Control in SCHMID Group N.V.

Anette and Christian Schmid affirm significant beneficial ownership and control over SCHMID Group N.V. following a business combination and various agreements.

Summary

• Anette Schmid beneficially owns 14,868,800 Class A Ordinary Shares, representing approximately 20.8% of the outstanding class.
• Christian Schmid beneficially owns 17,856,200 Class A Ordinary Shares, representing approximately 24.9% of the outstanding class.
• The beneficial ownership percentages are calculated based on an aggregate of 50,603,011 Class A ordinary shares and 21,000,000 total outstanding warrants as of January 21, 2026, assuming all warrants convert on a 1:1 basis.
• The shares were primarily acquired through the exchange of interests in Gebr. Schmid GmbH into shares of SCHMID Group N.V. during a business combination completed on April 30, 2024.
• Anette Schmid and Christian Schmid each hold 2,000,000 warrants, exercisable for one Class A ordinary share on May 30, 2024, transferred as additional compensation.
• An additional 5,000,000 earn-out shares (2,500,000 each) were issued to the Reporting Persons on April 30, 2024, but voting and dispositive power are not yet vested, contingent on the share price reaching USD 15.00 and USD 18.00 respectively within three years.
• Anette Schmid and Christian Schmid are the sole heirs of the Community of Heirs of Dieter C. Schmid, which holds 14,937,000 Class A ordinary shares, with Anette holding a 40% portion (5,974,800 shares) and Christian a 60% portion (8,962,200 shares) of these shares.
• The Reporting Persons intend to continue holding their securities and retain control of the Issuer for management purposes, holding a majority stake as a result of the Business Combination.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive, reflecting the consolidation of control by key management and significant shareholders, which can provide stability. However, the complexity of various agreements and potential future dilution from convertible instruments introduce some neutrality.

Positives

• Anette and Christian Schmid collectively hold a significant beneficial ownership stake (over 45%) in SCHMID Group N.V., indicating strong insider alignment and commitment.
• The Reporting Persons, including the CEO and a director, maintain control over the Issuer, providing stability in corporate activities and strategic direction.
• The potential for additional earn-out shares (5,000,000 shares) provides an incentive for management to drive share price appreciation to USD 15.00 and USD 18.00.

Risks

• The percentage of ownership does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I, which could dilute existing shareholders.
• The percentage of ownership does not reflect the potential conversion of a USD 30 million convertible bond and warrants announced on January 20, 2026, which could also lead to dilution.
• The number of shares from the convertible bond and warrants is subject to change due to USD-EUR exchange rates and changes in the Company's share price, introducing uncertainty.
• The voting and dispositive power for the 5,000,000 earn-out shares is not yet vested, contingent on specific share price targets (USD 15.00 and USD 18.00) which may not be met within the three-year period.

Future Outlook

The Reporting Persons plan to continue holding their securities and retaining control of SCHMID Group N.V. for management purposes. Future share price appreciation to USD 15.00 and USD 18.00 could trigger the vesting of additional earn-out shares. The company also anticipates potential conversions of a EUR 2.5 million financing facility and a USD 30 million convertible bond and warrants, which will impact the total outstanding share count.

Management Comments

• Anette Schmid is a member of the SCHMID Group N.V. board of directors and an employee of a subsidiary of the Issuer.
• Christian Schmid is the Chief Executive Officer of SCHMID Group N.V. and a member of the board of directors.
• The Reporting Persons hold a majority stake in the Issuer and plan to continue to hold their securities and retain control for the purpose of managing it.

Industry Context

This filing primarily concerns changes in beneficial ownership and corporate control following a business combination, rather than operational performance or broader industry trends. It reflects the consolidation of ownership by key management figures post-merger, which is a common outcome in such transactions.

Corporate Governance

Related Party Transactions

• The Business Combination involved the exchange of interests in Gebr. Schmid GmbH (owned by the Reporting Persons) for shares in SCHMID Group N.V.
• Pegasus Digital Mobility Sponsor LLC transferred 4,000,000 private warrants to Anette Schmid and Christian Schmid as additional compensation.
• An Earn-out Agreement was established between TopCo, Pegasus, Anette Schmid, and Christian Schmid for the issuance of 5,000,000 contingent shares.
• A Warranty Agreement involved Pegasus, Gebr. Schmid GmbH, Pegasus TopCo B.V., Pegasus MergerSub Corp., and Validus/StratCap, LLC, including a commitment for StratCap to provide a loan and transfer additional warrants to the Schmids.

Stakeholder Impact

• Shareholders: Increased stability due to consolidated control by key management, but potential future dilution from warrant and convertible bond conversions.
• Management/Employees: Anette Schmid and Christian Schmid maintain significant influence and control, aligning their interests with the company's long-term success.
• Creditors: The Warranty Agreement provides guarantees for indebtedness and a loan, potentially reassuring creditors.

Next Steps

• Warrants held by Anette and Christian Schmid become exercisable on May 30, 2024.
• The earn-out shares will vest if SCHMID Group N.V.'s share price reaches USD 15.00 and USD 18.00 within three years of the business combination completion.
• The Issuer is expected to file a shelf registration statement for shares covered by the Registration Rights Agreement no later than thirty days following the consummation of the Business Combination.
• The 2,000,000 additional warrants from the Warranty Agreement are contractually required to be transferred to Christian Schmid and Anette Schmid upon a EUR 10 million loan agreement or payment of deferred costs.
• The potential conversion of the EUR 2.5 million financing facility and the USD 30 million convertible bond and warrants will impact the total outstanding shares.

Key Dates

Keywords

SCHMID Group N.V., Schedule 13D, Beneficial Ownership, Insider Ownership, Corporate Control, Business Combination, Warrants, Earn-out Shares, Convertible Debt, Corporate Governance