SCHMID Group N.V. secures a Two-Tranche Convertible Term Loan Facility from Lender Consortium for up to EUR 10 million

Rhea-AI Summary

SCHMID Group N.V. (NASDAQ: SHMD) signed a secured two‑tranche convertible term loan facility for up to €10,000,000 with Black Forest Special Situations I, with an optional equity conversion right at a fixed price of USD 2.15 per share. The facility is secured by a private pledge from Majority Shareholders Christian Schmid and Anette Schmid.

The first tranche of €2,500,000 is expected to be drawn on Dec 18, 2025, with a second tranche planned for early 2026. The company also raised €200,000 via a related‑party loan. Proceeds target working capital to convert order intake into revenue. The board appointed Arthur Schuetz as CFO effective Jan 1, 2026.

Positive

• €10,000,000 committed convertible facility
• Immediate €2,500,000 first tranche draw expected 12/18/2025
• €200,000 related‑party loan complements financing
• New CFO Arthur Schuetz joining Jan 1, 2026 with 20+ years experience

Negative

• Optional equity conversion at USD 2.15 may dilute shareholders
• Majority shareholders provided a private pledge as loan security
• Second tranche timing is open and expected only in early 2026

Key Figures

Convertible term loan facility €10,000,000 Secured two-tranche term loan facility with lender consortium

Conversion price USD 2.15 per share Fixed equity conversion price for loan amounts

Related party loan €200,000 Additional financing in related party loan as part of realignment

First tranche size €2,500,000 Initial drawdown expected on December 18, 2025

Second tranche timing Early 2026 Planned timing for second loan tranche drawdown

CFO start date January 1, 2026 Effective date for incoming Chief Financial Officer

Investment banking experience More than 20 years Experience of incoming CFO Arthur Schuetz

Market Reality Check

$5.02 Last Close

Volume Volume 55,348 is well below the 20-day average of 168,068 (rel. volume 0.33). low

Technical Shares at $4.72 are trading above the 200-day MA at $3.25, but 29.55% below the 52-week high.

Peers on Argus

SHMD was down 6.35% pre-news with peers mixed: HURC -1.74%, BWEN -6.69%, while OPTT, XCH, TAYD were modestly positive.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	System delivery	Positive	+10.1%	First InfinityLine C+ system delivered and installed for Japanese customer.
Nov 18	Industry award	Positive	-13.2%	Innovation Award productronica 2025 for InfinityLine L+ CMP system.
Nov 17	Outlook update	Positive	-21.1%	Transition-year results with improving backlog and stronger 2025–2026 guidance.
Nov 17	Nasdaq delisting risk	Negative	-21.1%	Nasdaq determination letter on non-compliance and potential delisting.
Nov 10	Major equipment orders	Positive	+19.8%	Secured significant PLP and mSAP equipment orders tied to AI demand.

Pattern Detected

News has driven volatile, mixed reactions: commercial wins often produced double-digit gains, while positive outlook and award headlines saw sharp declines, and regulatory setbacks aligned with selloffs.

Recent Company History

Over the last six weeks, SCHMID reported major equipment orders (Nov 10), a Nasdaq delisting notice and financing plans (Nov 17), a mixed outlook with transition years and recovery expectations, an innovation award (Nov 18), and successful delivery of its InfinityLine C+ system (Dec 2). Price reactions ranged from about -21% on regulatory/outlook updates to nearly 20% gains on large orders, highlighting sensitivity to both growth signals and listing/financial risks relative to today’s financing news.

Market Pulse Summary

The stock moved -8.3% in the session following this news. A negative reaction despite fresh financing would fit SCHMID’s history of sharp selloffs around complex updates, such as the outlook and Nasdaq delisting-related news that moved shares about -21%. The new €10,000,000 convertible facility and related-party funding strengthen working capital but introduce potential equity conversion. Given prior volatility on capital-structure announcements, sentiment could remain fragile as the market digests dilution, governance, and execution considerations.

Key Terms

convertible term loan financial

"Securing this convertible term loan with the backing of our Board..."

A convertible term loan is a fixed-period loan a company must repay over time that gives the lender the right to switch the outstanding loan balance into company shares instead of cash. For investors, it matters because it combines the protections of debt (regular payments and priority in a payout) with the potential for equity upside if the company does well, while also creating possible share dilution and changing ownership stakes when conversion happens.

equity conversion right financial

"includes an optional equity conversion right of the Lender to convert..."

An equity conversion right is a contractual option that lets a holder swap a financial instrument—such as a bond, preferred share, or warrant—for common stock at predetermined terms. It matters to investors because converting changes who owns what portion of a company (dilution) and can create upside if the stock performs well, similar to holding a ticket that can later be exchanged for a slice of the company’s ownership pie.

pledge financial

"The loan facility is also secured by a private pledge by the Company's Majority..."

A pledge is a promise to use an asset—often shares or property—as collateral to secure a loan or obligation; if the borrower defaults, the lender can take or sell the pledged asset. For investors, pledged assets can signal higher financial risk because those assets may be forced into the market if the borrower fails to meet payments, potentially driving down the asset’s price like an unexpected supply dump.

related party loan financial

"raised €200,000 separately... in a related party loan."

A related party loan is money lent between a company and a person or entity with a close connection to that company, such as a director, major shareholder, or an affiliated business. Like lending to a family member, these loans can carry special terms that may be more or less favorable than what an unrelated lender would offer, so investors watch them for hidden risks, potential conflicts of interest, and their impact on the company’s true financial health.

investment banking financial

"Mr. Schuetz has more than 20 years of investment banking experience..."

Investment banking is a financial service that helps companies raise money by selling stocks or bonds to investors, similar to how a broker connects buyers and sellers. It also advises businesses on mergers, acquisitions, and other major financial decisions, acting as a guide through complex transactions. For investors, investment banking facilitates access to opportunities and ensures that large financial deals are managed smoothly and efficiently.

m&a transactions financial

"His experience also includes the shepherding of complex cross-border M&A transactions."

M&A transactions are deals in which one company buys, merges with, or combines operations with another—this includes purchases of stock, assets, or complete mergers. They matter to investors because such deals can quickly change a company’s size, costs, revenue and risk profile; like two households merging finances or one buying another’s business, M&A can boost growth or create hidden costs, affecting share prices, debt levels and future profits.

AI-generated analysis. Not financial advice.

FREUDENSTADT, Germany, Dec. 17, 2025 (GLOBE NEWSWIRE) -- SCHMID Group N.V. (NASDAQ: SHMD) (the "Company"), a global leader in providing solutions to the high-tech electronics, photovoltaics, glass, and energy systems industries, announced today that it signed an agreement for a secured two-tranche term loan facility for up to €10,000,000 with Black Forest Special Situations I, a vehicle established in the Cayman Islands (the "Lender"). The term loan facility includes an optional equity conversion right of the Lender to convert the loan amounts into shares of SCHMID Group N.V. at a fixed share price of USD 2.15 per share. The loan facility is also secured by a private pledge by the Company's Majority Shareholders Christian Schmid and Anette Schmid. Additionally, the Company raised €200,000 separately, as part of the same overarching realignment of the Company's financial structure, in a related party loan. The investors for these two capital raises include the Company’s Chairman, members of the Board of Directors, its new incoming Chief Financial Officer (CFO), the Company's Majority Shareholders and external financial investors.

While the term loan facility comprises commitments of up to €10 million, it is to be drawn down in two tranches with the first tranche totaling €2,500,000, which is expected to be drawn down by the Company on December 18, 2025. The second tranche is expected to be drawn down early in the year 2026. The proceeds of the convertible term loan will be used to strengthen the working capital position of the Company, enabling the conversion of its strong order intake into revenues. This financing also underscores the Company's board of directors’ and management's commitment to optimizing the Company's capital structure to enable it to capitalize on near and medium term opportunities.

The Company also announced the appointment of a new Chief Financial Officer of SCHMID Group N.V., Arthur Schuetz, who has been appointed by the board of directors of the Company to join the Company as of January 1, 2026. Julia Natterer, current CFO of SCHMID Group N.V., will hand over all roles in SCHMID Group N.V. to Mr. Schuetz, remain chief financial officer of Gebr. Schmid GmbH and concentrate on the Company's daily business. Mr. Schuetz has more than 20 years of investment banking experience in Europe and Asia, leading equity and debt capital fundraisings, including into the US markets. His experience also includes the shepherding of complex cross-border M&A transactions. He is expected to bring significant strategic insight and capital markets experience to SCHMID.

“Securing this convertible term loan with the backing of our Board, Arthur Schuetz, the Schmid family, and external investors is a strong endorsement of SCHMID’s potential,” said Professor Sir Ralf Speth, Chairman of the Board. “We look forward to Arthur joining the team and to working closely with him and our partners to optimize the company’s financing and to evaluating and implementing high quality strategic initiatives."

“Having followed SCHMID for some years, I am very pleased to have the opportunity to join SCHMID and to work alongside such an experienced and dedicated Board, the Schmid family, and our external investors,” said Arthur Schuetz. “I look forward to contributing my expertise as a former investment banker in strategic finance to help the company strengthen its balance sheet, optimize its working capital, and create long-term value for all stakeholders.”

Forward-looking Statements

This press release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements can include statements regarding our financial outlook for 2025, our expectations with respect to future performance and the anticipated timing of certain commercial or financing activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: geopolitical events, conflicts or wars, including trade wars, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our current dependence on sales to a limited number of customers for most of our revenues; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the SEC on May 15, 2024, which is available on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

About The SCHMID Group

The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its headquarters based in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes.

Learn more at www.schmid-group.com

Contact
Press@schmid-group.com

FAQ

What financing did SCHMID Group N.V. (SHMD) secure on December 17, 2025?

SCHMID secured a secured two‑tranche convertible term loan facility for up to €10,000,000 with an optional conversion right at USD 2.15 per share.

When will SHMD draw the first tranche and how much is it?

The first tranche of €2,500,000 is expected to be drawn by SHMD on December 18, 2025.

Who is backing SHMD’s financing and what related‑party funding was provided?

Investors include the chairman, board members, incoming CFO, majority shareholders and external investors; a separate related‑party loan of €200,000 was also raised.

How might the convertible loan affect SHMD shareholders?

The lender’s optional conversion at USD 2.15 per share could result in equity dilution if exercised.

What collateral secures the SHMD convertible term loan?

The facility is secured in part by a private pledge from majority shareholders Christian Schmid and Anette Schmid.

When does the new SHMD CFO start and what is his background?

Arthur Schuetz will join as CFO on January 1, 2026 and has over 20 years of investment banking and capital markets experience.