Insider Anette Schmid (SHMD) restructures holdings, swaps debt for shares and adds earn-out

Rhea-AI Filing Summary

SCHMID Group N.V. director and 10% owner Anette Schmid reported several internal equity moves involving Ordinary Shares of SHMD. Large blocks were shifted between direct ownership and entities Schmid Aequitas GmbH & Co. KG and Schmid Grundstuecke GmbH & Co. KG, mainly as consideration for settling outstanding claims against SCHMID group companies. She also received additional Ordinary Shares directly as bonus and unpaid board compensation. Separately, Schmid Aequitas holds contractual rights to 2,500,000 earn-out shares that vest only if share-price thresholds of $15 and $18 are met for 20 out of 30 trading days by April 30, 2027, with no voting or distribution rights before vesting.

Insights

Equity structure & governance analyst

Filing shows internal restructurings, debt-to-equity swaps, and contingent earn-out equity.

The transactions reallocate Ordinary Shares among director Anette Schmid’s direct holdings and related entities Schmid Aequitas GmbH & Co. KG and Schmid Grundstuecke GmbH & Co. KG. Key blocks were issued in exchange for setting off sizeable euro-denominated claims against SCHMID group companies, converting creditor positions into equity exposure.

These are primarily non-market events: a disposition of shares back to the issuer, internal transfers, and share awards for bonus and unpaid board compensation. The filing also details a significant contingent position of 2,500,000 earn-out shares held via Schmid Aequitas that vest only if specific share-price targets are reached by April 30, 2027. Overall, this reshapes insider equity structure and embeds performance-linked upside without signaling open-market buying or selling.

Insider Trade Summary

Net Buyer: 3,261,692 shares

Net Buy 6 txns

Insider Schmid Anette

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	24,247	$5.8647	$142K
Grant/Award	Ordinary Shares	18,782	$5.8647	$110K
Other	Ordinary Shares	2,190,589	$7.3309	$16.06M
Other	Ordinary Shares	1,028,074	$7.3309	$7.54M
Disposition	Ordinary Shares	2,190,589	$7.3309	$16.06M
Other	Ordinary Shares	2,190,589	$7.3309	$16.06M

Holdings After Transaction: Ordinary Shares — 1,028,074 shares (Indirect, By Schmid Grundstuecke GmbH & Co. KG); Ordinary Shares — 0 shares (Direct); Ordinary Shares — 13,680,589 shares (Indirect, By Schmid Aequitas GmbH & Co. KG)

Footnotes (3)

1. F1. The Reporting Person is the general partner and sole limited partner of Schmid Grundstuecke GmbH & Co KG, and only shareholder of the GmbH which acts as a general partner. The Reporting person holds these 1,028,074 Ordinary Shares through Schmid Grundstuecke GmbH & Co KG. Schmid Grundstuecke GmbH & Co KG received the Ordinary Shares on May 23, 2026 when they were issued by the Board of Directors of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.
2. F2. The Reporting Person ("RP") is the general partner and sole limited partner of Schmid Aequitas GmbH & Co. KG ("SAE"), and only shareholder of the GmbH which acts as a general partner. The RP holds a total 13,680,589 Ordinary Shares of the Issuer via SAE. Of that total 2,190,589 Ordinary Shares were issued to the RP on May 23, 2026 by the BoD of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000. The RP assigned SAE the interest in those shares and transferred them to the investment company on the same day. On May 23, 2026, the RP received 24,247 Ordinary Shares as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and 18,782 Ordinary Shares in connection with outstanding and unpaid board compensation claims for fiscal year 2025. The RP holds these securities directly. [Continue with Footnote 3]
3. F3. [Following Footnote 2] The contractual right to 2,500,000 earn-out shares, are also held by SAE, but are not included in this total. The earn-out shares were issued in the RP's name and the rights thereto were transferred to SAE, but the earn-out shares remain restricted and will not vest until 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 RP cannot dispose of, cannot exercise any voting rights and is not entitled to any distributions related to unvested earn-out shares.

Key Figures

Shares issued to Schmid Aequitas: 2,190,589 Ordinary Shares Indirect holdings via Schmid Aequitas: 13,680,589 Ordinary Shares Shares issued to Schmid Grundstuecke: 1,028,074 Ordinary Shares +5 more

8 metrics

Shares issued to Schmid Aequitas 2,190,589 Ordinary Shares Issued May 23, 2026 in exchange for EUR 13,850,000 claims

Indirect holdings via Schmid Aequitas 13,680,589 Ordinary Shares Held by Schmid Aequitas GmbH & Co. KG after restructuring

Shares issued to Schmid Grundstuecke 1,028,074 Ordinary Shares Issued May 23, 2026 for EUR 6,500,000 claim set-off

Earn-out share rights 2,500,000 earn-out shares Held via Schmid Aequitas under Earn-Out Agreement, unvested

Earn-out price thresholds $15 and $18 per share Must be reached for 20 of 30 days by April 30, 2027

Bonus share award 24,247 Ordinary Shares Bonus compensation for management work in fiscal year 2023

Board compensation shares 18,782 Ordinary Shares Paid for outstanding and unpaid board compensation for 2025

Restructuring share price $7.3309 per share Price per Ordinary Share for 2,190,589 and 2,190,589-share entries

Key Terms

Earn-Out Agreement, earn-out shares, disposition to issuer, grant, award, or other acquisition, +1 more

5 terms

Earn-Out Agreement financial

"under the Earn-Out Agreement are reached by April 30, 2027."

earn-out shares financial

"The contractual right to 2,500,000 earn-out shares, are also held by SAE"

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.

disposition to issuer financial

"transaction_action": "issuer disposition""

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Ordinary Shares financial

"holds these 1,028,074 Ordinary Shares through Schmid Grundstuecke GmbH & Co KG."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/27/2026 - 07:07 AM Accepted by SEC EDGAR 05/27/2026 - 07:06 AM Learn about SEC filing dates

FAQ

What insider transactions did Anette Schmid report for SCHMID Group (SHMD)?

Anette Schmid reported internal equity restructurings and awards in SCHMID Group Ordinary Shares. They include dispositions to the issuer, transfers to entities Schmid Aequitas and Schmid Grundstuecke, and new share awards for bonus and unpaid board compensation, rather than open-market buying or selling.

How many SCHMID Group shares are held via Schmid Aequitas GmbH & Co. KG?

Schmid Aequitas GmbH & Co. KG holds 13,680,589 SCHMID Group Ordinary Shares. Of this total, 2,190,589 shares were newly issued on May 23, 2026 in exchange for setting off EUR 13,850,000 of outstanding claims against SCHMID group companies, then transferred into Schmid Aequitas.

What is the role of Schmid Grundstuecke GmbH & Co. KG in SHMD share ownership?

Schmid Grundstuecke GmbH & Co. KG holds 1,028,074 SCHMID Group Ordinary Shares. These shares were issued on May 23, 2026 by the board in exchange for setting off EUR 6,500,000 of outstanding claims against SCHMID group companies, converting those claims into an indirect equity stake.

What share-based compensation did Anette Schmid receive from SCHMID Group (SHMD)?

On May 23, 2026, Anette Schmid received 24,247 SCHMID Group Ordinary Shares as bonus compensation for management work in fiscal 2023 and 18,782 shares for unpaid board compensation for fiscal 2025. These securities are held directly in her name as part of her compensation package.

How do the 2,500,000 SCHMID Group earn-out shares work for Schmid Aequitas?

Schmid Aequitas holds contractual rights to 2,500,000 earn-out shares issued in Anette Schmid’s name and transferred to the entity. These remain restricted and unvested until share-price thresholds of $15 and $18 are reached for 20 of 30 days by April 30, 2027, with no voting or distribution rights meanwhile.

Did the SCHMID Group Form 4 show open-market buying or selling by Anette Schmid?

The Form 4 does not show open-market purchases or sales. Instead, it records dispositions to the issuer, internal transfers involving Schmid Aequitas and Schmid Grundstuecke, and share awards for compensation. These are structural and compensation-related equity changes, not market trades.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schmid Anette

(Last) (First) (Middle)

ROBERT-BOSCH-STR. 32-36

(Street)

FREUDENSTADT 72250

(City) (State) (Zip)

GERMANY

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/23/2026		A/K		24,247	A	$5.8647	24,247	D
Ordinary Shares	05/23/2026		A/K		18,782	A	$5.8647	18,782	D
Ordinary Shares	05/23/2026		J/K		2,190,589	A	$7.3309	2,190,589	D
Ordinary Shares	05/23/2026		J/K		1,028,074	A	$7.3309	1,028,074	I	By Schmid Grundstuecke GmbH & Co. KG(1)
Ordinary Shares	05/23/2026		D		2,190,589	D	$7.3309	0	D
Ordinary Shares	05/23/2026		J		2,190,589	A	$7.3309	13,680,589	I	By Schmid Aequitas GmbH & Co. KG(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is the general partner and sole limited partner of Schmid Grundstuecke GmbH & Co KG, and only shareholder of the GmbH which acts as a general partner. The Reporting person holds these 1,028,074 Ordinary Shares through Schmid Grundstuecke GmbH & Co KG. Schmid Grundstuecke GmbH & Co KG received the Ordinary Shares on May 23, 2026 when they were issued by the Board of Directors of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 6,500,000.

2. The Reporting Person ("RP") is the general partner and sole limited partner of Schmid Aequitas GmbH & Co. KG ("SAE"), and only shareholder of the GmbH which acts as a general partner. The RP holds a total 13,680,589 Ordinary Shares of the Issuer via SAE. Of that total 2,190,589 Ordinary Shares were issued to the RP on May 23, 2026 by the BoD of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 13,850,000. The RP assigned SAE the interest in those shares and transferred them to the investment company on the same day. On May 23, 2026, the RP received 24,247 Ordinary Shares as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and 18,782 Ordinary Shares in connection with outstanding and unpaid board compensation claims for fiscal year 2025. The RP holds these securities directly. [Continue with Footnote 3]

3. [Following Footnote 2] The contractual right to 2,500,000 earn-out shares, are also held by SAE, but are not included in this total. The earn-out shares were issued in the RP's name and the rights thereto were transferred to SAE, but the earn-out shares remain restricted and will not vest until 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 RP cannot dispose of, cannot exercise any voting rights and is not entitled to any distributions related to unvested earn-out shares.

	Karl Reismueller as attorney in fact as for Anette Schmid	05/27/2026
	** 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 4 (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 4: SEC 1474 (03-26)