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SCHMID Group (NASDAQ: SHMD) reaffirms 2026 outlook and converts debt to equity

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SCHMID Group N.V. reports a Q1 2026 operational update, capital structure actions, and governance items. The company recorded order intake of €13.6 million, revenues of €18.2 million, and ended the quarter with an order book of €49 million, all relating to equipment orders.

SCHMID reaffirms its 2026 outlook for revenues exceeding €100 million, an Adjusted EBITDA margin above 12%, and order intake of about €114 million. The company notes that Q1 is typically its softest quarter.

SCHMID entered subscription and set‑off agreements to convert €30.75 million of financial liabilities to equity at a price based on a 5‑day VWAP, with €2.4 million priced at a 20% discount, subject to shareholder approval on May 20, 2026. Separately, institutional holders converted USD 12 million of convertible notes into 2,197,898 shares, bringing total shares outstanding to 57,800,864, including 5,000,000 non‑voting earn‑out shares. The company states these conversions will strengthen its balance sheet and reduce leverage.

SCHMID has regained full compliance with Nasdaq Listing Rules after filing its 2024 Form 20‑F and plans to file the 2025 Form 20‑F within SEC timelines. Shareholders will also vote on a new share incentive plan authorizing up to 2.5 million shares for executives, directors, and employees.

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Insights

Debt-to-equity conversions ease leverage but increase potential dilution.

SCHMID Group is converting financial liabilities into equity through several mechanisms. Institutional investors converted USD 12 million of convertible notes into 2,197,898 shares, while related parties agreed to offset EUR 30.75 million of liabilities with new shares priced from a 5‑day VWAP, partly at a 20% discount.

The company states these steps will strengthen its balance sheet, reduce leverage, and enhance financial flexibility. However, they also expand the share count, with 57,800,864 shares outstanding including 5,000,000 non‑voting earn‑out shares and a proposed pool of up to 2.5 million shares for incentives, which may add future dilution if fully issued.

Because the related‑party equity issuance requires shareholder approval on May 20, 2026, the final impact depends on the meeting outcome and the eventual VWAP pricing at the board approval date. Earn‑out share cancellation conditions tied to USD 15.00 and USD 18.00 price thresholds add further equity structure complexity that future filings may clarify as dates approach.

Q1 shows modest activity while 2026 growth guidance is reaffirmed.

For Q1 2026, SCHMID reports order intake of €13.6 million, revenue of €18.2 million, and an order book of €49 million, noting Q1 is usually its softest period. These figures provide an early view of demand, especially for equipment, without services or spare parts included.

The company reiterates full‑year 2026 guidance for revenues exceeding €100 million, an Adjusted EBITDA margin above 12%, and order intake around €114 million. This suggests expectations of stronger activity later in the year, particularly given commentary about momentum in China, although results remain preliminary and unaudited.

Regaining full compliance with Nasdaq Listing Rules after filing the 2024 Form 20‑F helps stabilize the listing status. The commitment to file the 2025 Form 20‑F within SEC timelines, along with a new share incentive plan proposal, indicates ongoing efforts to normalize reporting and align management incentives with long‑term performance.

Q1 2026 order intake €13.6 million Orders for equipment in Q1 2026
Q1 2026 revenue €18.2 million Revenue for quarter ended March 31, 2026
Order book €49 million Equipment order book at end of Q1 2026
Full-year 2026 revenue guidance >€100 million Guided revenue for fiscal year 2026
Adjusted EBITDA margin guidance >12% Target Adjusted EBITDA margin for 2026
Liabilities to be converted to equity €30.75 million Financial liabilities to be offset via share issuance
Convertible notes converted USD 12 million for 2,197,898 shares Principal amount and shares from note conversions
Shares outstanding after conversions 57,800,864 shares Including 5,000,000 non-voting earn-out shares
volume-weighted average price (VWAP) financial
"determined by dividing the EUR 30.75 million by the 5-trading day volume-weighted average price (VWAP)"
Volume-weighted average price (VWAP) is the average price of a security over a trading period where each trade’s price is weighted by how many shares were traded, so larger trades pull the average more than tiny ones. Investors and traders use VWAP as a benchmark to judge whether a trade was executed at a favorable price—similar to checking whether you paid more or less than the typical price when most people were buying or selling.
Adjusted EBITDA financial
"expects revenues exceeding €100 million, an Adjusted EBITDA margin exceeding 12%"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
convertible notes financial
"the purchasers of the convertible notes have issued six separate conversion notices"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
earn-out shares financial
"including 5,000,000 non-voting earn-out shares held by Anette Schmid and Christian Schmid"
Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.
Nasdaq Listing Rules regulatory
"the Company has regained full compliance with Nasdaq Listing Rules"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.
share incentive plan financial
"a new share incentive plan will be put to a vote at the shareholders meeting"
A share incentive plan is a company program that gives employees or directors the chance to receive or buy company shares, often after staying with the firm or meeting performance goals. It matters to investors because it’s like giving workers a slice of the company pie to boost performance and loyalty, but issuing those slices can reduce each existing owner’s portion and change metrics such as earnings per share and share count.
Form 6-K: How Foreign Companies Report to the SEC →

 

 

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 April 2026

 

Commission File Number: 001-42040

 

 

 

SCHMID Group N.V.

(Registrant's name)

 

 

 

Robert-Bosch-Str. 32-36,

72250

Freudenstadt, Germany

Tel: +49 7441 538 0

(Address of principal executive office)

 

 

 

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

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

Share Issuances to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities

 

On April 24, 2026, SCHMID Group N.V. (the "Company") entered into separate subscription agreements and separate set-off agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities in an aggregate amount of EUR 30.75 million. In connection with these agreements, the Company entered into debt assumption agreements with the Company's fully-owned subsidiary, Gebr. Schmid GmbH. Pursuant to the subscription agreements the Company has agreed, subject to the approval by a shareholders' meeting of the Company to be held on May 20, 2026, to issue and sell to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG in private placements a number of shares of the Company determined by dividing the EUR 30.75 million by the 5-trading day volume-weighted average price (VWAP) of the Company's shares immediately preceding the approval by the board of directors' of the Company of the share issuances following the shareholders' meeting on May 20, 2026. Only in relation to EUR 2.4 million of the aggregate financial liabilities (to be off-set in relation to the financial liabilities to Christine Schmid), the share price will be determined in relation to the 5-trading day VWAP applying a 20% discount.

 

The foregoing description of the subscription agreements, set-off agreements and debt assumption agreements does not purport to be complete and is qualified in its entirety by reference to such agreements, which are attached to this Report on Form 6-K as Exhibits 10.1 to 10.12.

 

Conversions of Convertible Notes by Institutional Investor

 

Following the issuance of the second tranche of the USD 30 million convertible notes financing on March 5, 2026 as announced in the Report on Form 6-K of the Company dated March 6, 2026, the purchasers of the convertible notes have issued six separate conversion notices converting a total of USD 12 million in principal amount for an aggregate of 2,197,898 new ordinary shares of the Company.

 

As a result, as of the date of this Report on Form 6-K, the outstanding number of shares has increased to 57,800,864 (including 5,000,000 non-voting earn-out shares held by Anette Schmid and Christian Schmid, which are subject to cancellation on April 30, 2027 should the share price not reach USD 15.00, in relation to 2,500,000 earn-out shares, or USD 18.00, in relation to the other 2,500,000 earn-out shares).

 

Full Compliance with Nasdaq Listing Requirements and Update on Fiscal Year 2025 Form 20-F Filing

 

Following the filing of the Company's Form 20-F for the fiscal year ended December 31, 2024 with the Securities and Exchange Commission (the “SEC”) in February 2026, the Company has regained full compliance with Nasdaq Listing Rules. The Company is currently diligently working to complete its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and intends to file the report within the timeframe prescribed by the SEC's rules and regulations.

 

New Share Incentive Plan

 

As part of the shareholders meeting to be held on May 20, 2026, a new share incentive plan will be put to a vote at the shareholders meeting which will allow the Company to issue up to 2.5 million shares of the Company to executive officers, board members and employees of the Company and its subsidiaries in the future. The new share incentive plan (which has not yet been adopted by the shareholders meeting of the Company) is attached to this Form 6-K as Exhibit 10.13.

 

Press Release Furnished as Exhibits

 

On April 27, 2026, the Company issued a press release, which is furnished herewith as Exhibit 99.1, providing a business update on the first quarter of 2026 and full year 2026 guidance confirmation.

 

The information furnished in this Form 6-K, including the information contained in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

Caution Regarding Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules, planned financing transactions of the Company, and the Company's future financial performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a plan to regain compliance, Nasdaq’s acceptance of the plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, unexpected delays in securing financing or changes to financing agreements and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.

 

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The following exhibit is furnished herewith

 

Exhibit
Number		  
   
10.1 Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Anette Schmid
10.2 Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christian Schmid
10.3 Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christine Schmid
10.4 Subscription Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Schmid Grundstücke GmbH & Co KG
10.5 Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Anette Schmid
10.6 Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Christian Schmid
10.7 Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Christine Schmid
10.8 Set-off Agreement dated April 24, 2026 between SCHMID Group N.V. and Schmid Grundstücke GmbH & Co KG
10.9 Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Anette Schmid
10.10 Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christian Schmid
10.11 Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Christine Schmid
10.12 Debt Assumption Agreement dated April 24, 2026 between SCHMID Group N.V., Gebr. Schmid GmbH and Schmid Grundstücke GmbH & Co KG
10.13 Share Incentive Plan, as it will be in effect following the adoption by the shareholders meeting to be held on May 20, 2026
99.1 Press release dated April 27, 2026

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 27, 2026 SCHMID Group N.V.
   
  By: /s/ Arthur Schuetz
  Name: Arthur Schuetz 
  Title: Chief Financial Officer

 

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Exhibit 99.1

 

 

SCHMID Group N.V. Provides Q1 2026 Business Update and Balance-sheet Strengthening

 

Freudenstadt, Germany, April 27, 2026– SCHMID Group N.V. (NASDAQ: SHMD) (the “Company” or "SCHMID"), a global leader in providing solutions to the high-tech electronics, glass, and energy systems industries, today provides an update on its operational development following the completion of the first quarter of 2026.

 

Operational Update for the first quarter ended March 31, 2026

 

In the first quarter of 2026, the Company recorded order intake of €13.6 million and generated revenues of €18.2 million. As in prior years, the first quarter reflects generally the softest period in terms of order intake and revenue contribution. The order book stood at €49 million at the end of the quarter. Order intake and order book figures relate exclusively to orders for equipment and does not include orders associated with services or spare parts.

 

Based on current visibility and business momentum especially in China, SCHMID reaffirms its full-year 2026 guidance. The Company continues to expect revenues exceeding €100 million, an Adjusted EBITDA margin exceeding 12% and order intake of approximately €114 million for the fiscal year 2026.

 

The financial information presented in this press release for the first quarter of 2026 is preliminary and unaudited. Actual results may differ from the preliminary estimates presented herein. Order intake and order backlog are operational metrics used by management to evaluate the Company’s business activity and visibility of future revenue. These metrics are not measures defined under International Financial Reporting Standards (“IFRS”) and may not be comparable to similarly titled measures used by other companies.

 

Adjusted EBITDA is a non-IFRS financial measure. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, adjusted to exclude certain non-recurring or non-operational items. Because Adjusted EBITDA excludes items that may be included in the most directly comparable IFRS measure, investors should not consider Adjusted EBITDA in isolation or as a substitute for measures prepared in accordance with IFRS. The Company is unable to provide a reconciliation of forward-looking Adjusted EBITDA guidance to the most directly comparable IFRS financial measure without unreasonable effort because certain items that impact such measures are uncertain, out of the Company’s control and cannot be reasonably predicted.

 

Conversions of Convertible Notes by Institutional Investor

 

Following the issuance of the second tranche of the USD 30 million convertible notes financing on March 5, 2026 as announced in the Report on Form 6-K of the Company dated March 6, 2026, the purchasers of the convertible notes have issued six separate conversion notices converting a total of USD 12 million in principal amount for an aggregate of 2,197,898 new ordinary shares of the Company. As a result, as of the date of this Report on Form 6-K, the outstanding number of shares has increased to 57,800,864 (including 5,000,000 non-voting earn-out shares held by Anette Schmid and Christian Schmid, which are subject to cancellation on April 30, 2027 should the share price not reach USD 15.00, in relation to 2,500,000 earn-out shares, or USD 18.00, in relation to the other 2,500,000 earn-out shares).

 

Share Issuances to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities

 

On April 24, 2026, SCHMID Group N.V. (the "Company") entered into separate subscription agreements and separate set-off agreements with Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG to off-set financial liabilities in an aggregate amount of EUR 30.75 million. In connection with these agreements, the Company entered into debt assumption agreements with the Company's fully-owned subsidiary, Gebr. Schmid GmbH. Pursuant to the subscription agreements the Company has agreed, subject to the approval by a shareholders' meeting of the Company to be held on May 20, 2026, to issue and sell to Anette Schmid, Christian Schmid, Christine Schmid and Schmid Grundstücke GmbH & Co KG in private placements a number of shares of the Company determined by dividing the EUR 30.75 million by the 5-trading day volume-weighted average price (VWAP) of the Company's shares immediately preceding the approval by the board of directors' of the Company of the share issuances following the shareholders' meeting on May 20, 2026. Only in relation to EUR 2.4 million of the aggregate financial liabilities (to be set-off in relation to the financial liabilities to Christine Schmid), the share price will be determined in relation to the 5-trading day VWAP applying a 20% discount.

 

 

 

 

 

Both the conversion of parts of the outstanding convertible notes and the conversions of the various financial liabilities will strengthen the Company’s balance sheet, reduce leverage and enhance financial flexibility as well as further align key stakeholders' interest with the Company’s long-term performance.

 

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. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s preliminary first quarter 2026 results, financial outlook for fiscal year 2026, expected order intake and revenue growth, anticipated demand trends, and other statements that are not historical facts. These forward-looking statements can include statements regarding our expectations with respect to future performance and the anticipated timing of certain commercial or financing activities, expected timing and completion of the private placement and use of proceeds related thereto. 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 February 13, 2026, 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 approximately 700 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What were SCHMID Group (SHMD) key Q1 2026 results?

SCHMID reported Q1 2026 order intake of €13.6 million, revenues of €18.2 million, and an order book of €49 million focused on equipment. Management notes the first quarter is typically the softest period for order intake and revenue contribution.

What full-year 2026 guidance did SCHMID Group (SHMD) reaffirm?

SCHMID reaffirmed 2026 guidance for revenues exceeding €100 million, an Adjusted EBITDA margin above 12%, and order intake of about €114 million. This outlook is based on current visibility and business momentum, particularly in China, and remains subject to market conditions.

How is SCHMID Group (SHMD) reducing debt with equity conversions?

Institutional investors converted USD 12 million of convertible notes into 2,197,898 shares, and related parties agreed to offset €30.75 million of financial liabilities with new shares. The company states these steps will strengthen its balance sheet, reduce leverage, and enhance financial flexibility.

How many SCHMID Group (SHMD) shares are currently outstanding?

After the noted conversions, SCHMID has 57,800,864 shares outstanding, including 5,000,000 non-voting earn-out shares. These earn-out shares may be cancelled on April 30, 2027 if specified share price thresholds of USD 15.00 and USD 18.00 are not reached.

What is SCHMID Group (SHMD) proposing with its new share incentive plan?

Management will ask shareholders on May 20, 2026 to approve a new plan allowing issuance of up to 2.5 million shares. These shares could be granted over time to executive officers, board members, and employees of SCHMID and its subsidiaries as equity-based incentives.

Has SCHMID Group (SHMD) regained compliance with Nasdaq rules?

Yes. SCHMID states it regained full compliance with Nasdaq Listing Rules after filing its Form 20-F for the year ended December 31, 2024. The company is working to complete its 2025 Form 20-F and intends to file it within required SEC timelines.

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