SCHMID Group (SHMD) CEO updates Form 3/A with 10.3M shares, earn-out rights

Rhea-AI Filing Summary

SCHMID Group N.V. Chief Executive Officer Christian Mathias Schmid filed an amended initial ownership report that corrects and clarifies his holdings. The filing states he beneficially owns 10,341,000 ordinary shares as an heir to the Community of Heirs of Dieter C. Schmid, representing 69.2% of that community’s 14,937,000 ordinary shares. He also directly holds Private Warrants exercisable at $11.50 per share, each relating to 1,000,000 underlying ordinary shares and expiring on April 30, 2029. In addition, he has a contractual right to 2,500,000 earn-out shares that remain restricted and unvested unless specified share price thresholds of $15 and $18 are met for 20 out of 30 trading days by April 30, 2027, and is contractually entitled to receive an additional 1,000,000 Private Warrants.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Schmid Christian Mathias

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Private Warrants	--	--	--
holding	Private Warrants	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Private Warrants — 1,000,000 shares (Direct, null); Ordinary Shares — 4,979,000 shares (Direct, null)

Footnotes (1)

1. The Reporting Person also has a contractual right to 2,500,000 earn-out shares, which are not included in this total. The earn-out shares were issued in the Reporting Persons name but remain restricted and will not vest until and if the earn-out thresholds stipulated under the Earn-Out Agreement are reached by April 30, 2027. These thresholds are set at a share price of $15 and $18 reached for 20 days out of 30 respectively. The Reporting Person cannot dispose of, cannot exercise any voting rights and is not entitled to any distributions related to unvested earn-out shares. This amendment to the Form 3 filed on March 26, 2026 is being made to make certain corrections to that Form 3, particularly with regard to the number of shares listed in box 2 above, where the apportionment of jointly held shares was previously misstated. The Reporting Person holds 10,341,000 shares as an heir to the Community of Heirs of Dieter C. Schmid ("Erbengemeinschaft nach Dieter C. Schmid") under German law. They represent 69.2% of the Community's shareholding in the issuer (totaling14,937,000 ordinary shares), which he owns beneficially. The remaining ordinary shares of the Community of Heirs are beneficially owned by her sister, Anette Schmid. The Reporting Person is contractually entitled to receive an additional 1,000,000 Private Warrants.

Key Figures

Beneficially owned ordinary shares: 10,341,000 shares Community of Heirs total shares: 14,937,000 shares Community share percentage: 69.2% +5 more

8 metrics

Beneficially owned ordinary shares 10,341,000 shares Held by Christian Schmid as heir within Community of Heirs

Community of Heirs total shares 14,937,000 shares Ordinary shares of issuer held by Community of Heirs

Community share percentage 69.2% Portion of Community of Heirs’ holding beneficially owned by Christian Schmid

Earn-out shares right 2,500,000 shares Contractual right to restricted earn-out shares subject to vesting conditions

Earn-out price thresholds $15 and $18 Share prices required for 20 of 30 days for earn-out vesting by April 30, 2027

Private Warrant exercise price $11.50 per share Exercise price of Private Warrants for underlying ordinary shares

Underlying shares per Private Warrant block 1,000,000 shares Underlying ordinary shares referenced by each Private Warrant entry

Earn-out deadline April 30, 2027 Date by which share price thresholds must be met for earn-out vesting

Key Terms

earn-out shares, Earn-Out Agreement, Private Warrants, Community of Heirs, +2 more

6 terms

earn-out shares financial

"The Reporting Person also has a contractual right to 2,500,000 earn-out shares, which are not included in this total."

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.

Earn-Out Agreement financial

"until and if the earn-out thresholds stipulated under the Earn-Out Agreement are reached by April 30, 2027."

Private Warrants financial

"The Reporting Person is contractually entitled to receive an additional 1,000,000 Private Warrants."

Community of Heirs financial

"holds 10,341,000 shares as an heir to the Community of Heirs of Dieter C. Schmid"

beneficially owned financial

"which he owns beneficially."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

restricted and will not vest financial

"earn-out shares were issued in the Reporting Persons name but remain restricted and will not vest until and if the earn-out thresholds are reached"

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Schmid Christian Mathias

(Last) (First) (Middle)

ROBERT-BOSCH-STR. 32 - 36

(Street)

FREUDENSTADT 72250

(City) (State) (Zip)

GERMANY

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
SCHMID Group N.V. [ SHMD ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/26/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	4,979,000(1)	D
Ordinary Shares	10,341,000(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Warrants	05/30/2024	04/30/2029	Ordinary Shares	1,000,000	$11.5	D
Private Warrants	05/30/2024	04/30/2029	Ordinary Shares	1,000,000(3)	$11.5	D

Explanation of Responses:

1. The Reporting Person also has a contractual right to 2,500,000 earn-out shares, which are not included in this total. The earn-out shares were issued in the Reporting Persons name but remain restricted and will not vest until and if the earn-out thresholds stipulated under the Earn-Out Agreement are reached by April 30, 2027. These thresholds are set at a share price of $15 and $18 reached for 20 days out of 30 respectively. The Reporting Person cannot dispose of, cannot exercise any voting rights and is not entitled to any distributions related to unvested earn-out shares.

2. This amendment to the Form 3 filed on March 26, 2026 is being made to make certain corrections to that Form 3, particularly with regard to the number of shares listed in box 2 above, where the apportionment of jointly held shares was previously misstated. The Reporting Person holds 10,341,000 shares as an heir to the Community of Heirs of Dieter C. Schmid ("Erbengemeinschaft nach Dieter C. Schmid") under German law. They represent 69.2% of the Community's shareholding in the issuer (totaling14,937,000 ordinary shares), which he owns beneficially. The remaining ordinary shares of the Community of Heirs are beneficially owned by her sister, Anette Schmid.

3. The Reporting Person is contractually entitled to receive an additional 1,000,000 Private Warrants.

	Karl Reismueller as attorney in fact as for Christian Mathias Schmid	04/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings does SCHMID Group (SHMD) CEO Christian Schmid report in this Form 3/A?

Christian Schmid reports beneficial ownership of 10,341,000 ordinary shares as an heir to a Community of Heirs holding 14,937,000 shares, plus direct holdings of Private Warrants tied to 1,000,000 underlying ordinary shares each, exercisable at $11.50 per share.

What correction does this amended SCHMID Group (SHMD) Form 3/A make?

The amendment corrects the apportionment of jointly held shares previously misstated in box 2. It clarifies Christian Schmid holds 10,341,000 ordinary shares as 69.2% of the Community of Heirs’ 14,937,000 ordinary-share position, which he owns beneficially under German law.

How many earn-out shares is SCHMID Group (SHMD) CEO contractually entitled to?

The filing states Christian Schmid has a contractual right to 2,500,000 earn-out shares. These were issued in his name but remain restricted and unvested until specific share price thresholds are met by April 30, 2027 under the Earn-Out Agreement.

What conditions must be met for SCHMID Group (SHMD) earn-out shares to vest?

Earn-out shares vest only if the share price reaches $15 and $18 for 20 days out of 30, respectively, by April 30, 2027. Until vesting, Christian Schmid cannot dispose of them, vote them, or receive related distributions.

What warrant holdings are disclosed for SCHMID Group (SHMD) CEO in this filing?

The filing shows Private Warrants with an exercise price of $11.50 per share, each linked to 1,000,000 underlying ordinary shares and expiring on April 30, 2029. It also notes a contractual entitlement for Christian Schmid to receive an additional 1,000,000 Private Warrants.

How is the Community of Heirs interest in SCHMID Group (SHMD) described?

The Community of Heirs of Dieter C. Schmid holds 14,937,000 ordinary shares of SCHMID Group N.V. Christian Schmid’s 10,341,000 shares represent 69.2% of that community’s shareholding, which he beneficially owns, while the remaining shares are beneficially owned by his sister, Anette Schmid.