SCHEDULE: SCHMID Group N.V. Ownership Update and Group Filing

SCHMID Group N.V. announces a joint filing agreement and updates on beneficial ownership by key individuals and entities.

Summary

• A joint filing agreement has been established by Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG, C. Schmid Beteiligung GmbH & Co. KG, and Schmid Grundstucke GmbH & Co. KG, indicating they are acting as a group for reporting purposes.
• This group collectively beneficially owns approximately 41.76% of SCHMID Group N.V.'s ordinary shares, totaling 35,388,004 shares.
• The ownership structure involves contributions of shares and economic interests to holding companies (GmbH & Co. KGs) by Anette and Christian Schmid.
• Recent transactions on May 23, 2026, included the issuance of shares to Anette Schmid (2,190,589 shares), Christian Schmid (1,265,322 shares), and Schmid Grundstucke GmbH & Co. KG (1,028,074 shares) in exchange for the set-off of outstanding claims against issuer group companies.
• Additionally, Anette Schmid received 43,029 shares and Christian Schmid received 50,990 shares as bonus compensation for fiscal year 2023 and in connection with unpaid board compensation claims for fiscal year 2025.
• The group has entered into a Joint Voting Agreement, agreeing to vote shares in accordance with joint determinations, solidifying their status as a 'group' for regulatory purposes.
• The filing also references prior agreements related to a business combination, earn-out shares, warrants, and registration rights.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily detailing ownership structures, group agreements, and debt-for-equity transactions rather than new operational or financial performance updates.

Positives

• Formation of a 'group' for reporting and voting purposes by key individuals and entities, indicating coordinated action and potentially stable control.
• Confirmation of significant beneficial ownership (41.76%) by the group, suggesting a strong alignment of interests with the company's performance.
• Transactions involving the set-off of outstanding claims (EUR 13,850,000 for Anette Schmid, EUR 8,000,000 for Christian Schmid, EUR 6,500,000 for Schmid Grundstucke GmbH & Co. KG) and bonus compensation demonstrate the company's commitment to its management and directors.
• The establishment of holding companies (GmbH & Co. KGs) for Anette and Christian Schmid facilitates organized management of their investment interests.

Negatives

• The complexity of the ownership structure involving multiple entities and trust arrangements could obscure transparency for external investors.
• The inclusion of potential future share issuances from convertible notes and warrants, with variable conversion rates based on exchange rates and share price, introduces uncertainty regarding the fully diluted share count.
• The Earn-Out Shares (5,000,000 total) are not currently counted towards the reported share totals as voting and dispositive power have not yet vested, indicating potential future dilution or changes in control.

Risks

• The potential conversion of a EUR 2.5 million term loan facility and a USD 30 million convertible note (of which USD 16 million has been converted) could lead to significant future dilution.
• The economic ownership of 5,000,000 Earn-Out Shares and 2,000,000 warrants (plus an additional 2,000,000 transfer-warrants) is held through trustee/nominee arrangements, where legal title or transfer mechanics are restricted, creating potential complexities.
• The Joint Voting Agreement, while stabilizing control, also means that individual parties are responsible for the accuracy of information concerning others in the group, increasing potential liability.
• The lock-up agreement restricts the sale of shares for one year after the closing of the business combination, limiting liquidity for the reporting persons in the short term.

Future Outlook

The Reporting Persons intend to hold their respective interests in the Issuer for investment purposes and to support the ongoing management and operation of the Issuer. They may, from time to time, review their investment and potentially increase or decrease their ownership position or pursue other plans or proposals.

Management Comments

• Anette Schmid, as sole limited partner, ultimately controls the investment and voting decisions of Schmid Aequitas GmbH & Co. KG.
• Christian Schmid, as sole limited partner, ultimately controls the investment and voting decisions of C. Schmid Beteiligung GmbH & Co. KG.
• The Reporting Persons have the ability to influence the management and policies of the Issuer due to their direct and indirect ownership and positions with the Issuer.

Industry Context

StockSavvy.ai notes that the formation of a 'group' and joint voting agreements are common strategies for founders and early investors to maintain control and influence over a company, especially after a business combination or during periods of significant share issuance. This filing clarifies the ownership structure and coordinated actions of key stakeholders within SCHMID Group N.V.

Corporate Governance

Related Party Transactions

• Issuance of ordinary shares to Anette Schmid and Christian Schmid in exchange for the set-off of outstanding claims against Issuer group companies.
• Issuance of ordinary shares to Schmid Grundstucke GmbH & Co. KG (controlled by Anette Schmid) in exchange for the set-off of outstanding claims against Issuer group companies.
• Issuance of ordinary shares to Anette Schmid and Christian Schmid as bonus compensation for fiscal year 2023 and in connection with unpaid board compensation claims for fiscal year 2025.
• Assumption of outstanding bonus payment obligations for fiscal year 2023 by SCHMID Group N.V. from Gebr. Schmid GmbH, with a loan granted by SCHMID Group N.V. to Gebr. Schmid GmbH in consideration.
• Subscription agreements for ordinary shares by board members and managers in exchange for the set-off of outstanding claims related to bonus compensation and board fees.

Stakeholder Impact

• Shareholders: The formation of a voting group and potential future share issuances from warrants and convertible notes could impact ownership percentages and dilution. The clarity on control through the joint voting agreement may provide stability.
• Management and Directors: Anette Schmid and Christian Schmid, along with other managers and directors, have received shares in exchange for outstanding claims and compensation, aligning their interests with the company.
• Creditors: The set-off of outstanding claims against share issuances reduces the company's debt obligations to these individuals.

Next Steps

• The Reporting Persons intend to hold their respective interests in the Issuer for investment purposes and to support the ongoing management and operation of the Issuer.
• The Reporting Persons may, from time to time, review their investment and may determine to increase or decrease their ownership position or to pursue or consider other plans or proposals relating to the Issuer.

Key Dates

Recommendation

The filing primarily details ownership structures and group agreements rather than new financial performance or strategic initiatives. While the clarification of control and management compensation is positive, the potential for future dilution from warrants and convertible notes, coupled with the lack of new operational updates, suggests a 'hold' stance pending further information.

Keywords

SCHMID Group N.V., Schedule 13D, Joint Filing Agreement, Joint Voting Agreement, Beneficial Ownership, Anette Schmid, Christian Schmid, Schmid Aequitas GmbH & Co. KG, C. Schmid Beteiligung GmbH & Co. KG, Schmid Grundstucke GmbH & Co. KG, Ordinary Shares, Warrants, Earn-Out Shares, Capital Increase, Set-off, Debt Assumption