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  4. [Form 4] SCHMID Group N.V. Insider Trading Activity

SCHMID Group (SHMD) CEO shifts 1.27M shares and receives stock-based compensation

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SCHMID Group N.V. CEO Christian Mathias Schmid reported a set of restructuring and compensation-related share movements in Ordinary Shares on May 23, 2026. The filing shows 1,265,322 shares were involved in internal transfers between the CEO and investment vehicle C. Schmid Beteiligung GmbH & Co. KG, without open-market trades.

According to the disclosure, the investment company holds 16,585,322 Ordinary Shares, including 1,265,322 shares issued that day in exchange for outstanding claims of EUR 8,000,000 against group companies and then transferred to the vehicle. The CEO also received 37,150 shares as bonus compensation for fiscal 2023 and 13,840 shares related to unpaid board compensation for fiscal 2025, both held directly.

The filing further notes a contractual right to 2,500,000 restricted earn-out shares held via the investment company. These earn-out shares will vest only if share-price thresholds of $15 and $18 are met for 20 out of 30 trading days respectively by April 30, 2027, and currently carry no voting or distribution rights.

Positive

  • None.

Negative

  • None.
Insider Schmid Christian Mathias
Role CEO
Type Security Shares Price Value
Grant/Award Ordinary Shares 37,150 $5.8647 $218K
Grant/Award Ordinary Shares 13,840 $5.8647 $81K
Other Ordinary Shares 1,265,322 $7.3309 $9.28M
Disposition Ordinary Shares 1,265,322 $7.3309 $9.28M
Other Ordinary Shares 1,265,322 $7.3309 $9.28M
Holdings After Transaction: Ordinary Shares — 37,150 shares (Direct, null); Ordinary Shares — 16,585,322 shares (Indirect, By C. Schmid Beteiligung GmbH & Co. KG)
Footnotes (1)
  1. The Reporting Person is the general partner and sole limited partner of C. Schmid Beteiligung GmbH & Co. KG, and only shareholder of the GmbH which acts as a general partner. The Reporting Person holds 16,585,322 Ordinary Shares of the Issuer via C. Schmid Beteiligung GmbH & Co. KG. Of that total 1,265,322 Ordinary Shares were issued to the Reporting Person on May 23, 2026 by the Board of Directors of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000. The Reporting Person assigned C. Schmid Beteiligung GmbH & Co. KG the interest in those shares and transferred them to the investment company on the same day.[CONTINUING FOOTNOTE 2] [FOLLOWING FOOTNOTE 1] On May 23, 2026, the Reporting Person received 37,150 Ordinary Shares as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and 13,840 Ordinary Shares in connection with outstanding and unpaid board compensation claims for fiscal year 2025. The Reporting Person holds these securities directly. [CONTINUING FOOTNOTE3] [FOLLOWING FOOTNOTE 2] The contractual right to 2,500,000 earn-out shares, are also held by C. Schmid Beteiligung GmbH & Co. KG, but are not included in this total. The earn-out shares were issued in the Reporting Person's name and the rights thereto were transferred to C. Schmid Beteiligung GmbH & Co. KG, 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 Reporting Person cannot dispose of, cannot exercise any voting rights and is not entitled to any distributions related to unvested earn-out shares
Internal restructuring shares 1,265,322 Ordinary Shares Issued and transferred on May 23, 2026
Claims exchanged for shares EUR 8,000,000 Outstanding claims against issuer group companies
Shares held via investment company 16,585,322 Ordinary Shares Held via C. Schmid Beteiligung GmbH & Co. KG
Bonus compensation shares 37,150 Ordinary Shares Bonus for management work in fiscal year 2023
Board compensation shares 13,840 Ordinary Shares Outstanding unpaid board compensation for fiscal year 2025
Earn-out share right 2,500,000 earn-out shares Restricted, contingent on price thresholds by April 30, 2027
Earn-out price thresholds $15 and $18 per share Each level must be reached for 20 of 30 days
Award reference prices $7.3309 and $5.8647 per share Transaction prices noted for reported Ordinary Share entries
earn-out shares financial
"The contractual right to 2,500,000 earn-out shares, are also held by C. Schmid Beteiligung GmbH & Co. KG"
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_code_description": "Disposition to issuer""
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Ordinary Shares financial
"The Reporting Person holds 16,585,322 Ordinary Shares of the Issuer"
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.
Earn-Out Agreement financial
"stipulated under the Earn-Out Agreement are reached by April 30, 2027"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 Christian Mathias
(Last)(First)(Middle)
ROBERT-BOSCH-STR. 32 - 36
(Street)
FREUDENSTADT72250
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/23/2026A/K37,150A$5.864737,150D
Ordinary Shares05/23/2026A/K13,840A$5.864713,840D
Ordinary Shares05/23/2026J/K1,265,322A$7.33091,265,322D
Ordinary Shares05/23/2026D1,265,322A$7.33090D
Ordinary Shares05/23/2026J1,265,322A$7.330916,585,322IBy C. Schmid Beteiligung GmbH & Co. KG(1)(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person is the general partner and sole limited partner of C. Schmid Beteiligung GmbH & Co. KG, and only shareholder of the GmbH which acts as a general partner. The Reporting Person holds 16,585,322 Ordinary Shares of the Issuer via C. Schmid Beteiligung GmbH & Co. KG. Of that total 1,265,322 Ordinary Shares were issued to the Reporting Person on May 23, 2026 by the Board of Directors of the Issuer in exchange for the setting off of outstanding claims against Issuer group companies amounting to EUR 8,000,000. The Reporting Person assigned C. Schmid Beteiligung GmbH & Co. KG the interest in those shares and transferred them to the investment company on the same day.[CONTINUING FOOTNOTE 2]
2. [FOLLOWING FOOTNOTE 1] On May 23, 2026, the Reporting Person received 37,150 Ordinary Shares as bonus compensation due to them for their work in a management capacity for the Issuer in fiscal year 2023, and 13,840 Ordinary Shares in connection with outstanding and unpaid board compensation claims for fiscal year 2025. The Reporting Person holds these securities directly. [CONTINUING FOOTNOTE3]
3. [FOLLOWING FOOTNOTE 2] The contractual right to 2,500,000 earn-out shares, are also held by C. Schmid Beteiligung GmbH & Co. KG, but are not included in this total. The earn-out shares were issued in the Reporting Person's name and the rights thereto were transferred to C. Schmid Beteiligung GmbH & Co. KG, 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 Reporting Person 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 Christian Schmid05/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SCHMID Group (SHMD) report on May 23, 2026?

SCHMID Group reported internal restructuring and compensation-related share movements by CEO Christian Mathias Schmid on May 23, 2026. Activity included moving 1,265,322 Ordinary Shares between the CEO and an investment vehicle, plus stock awards for prior-year management and board compensation, with no open-market trades disclosed.

How many SCHMID Group (SHMD) shares are held via C. Schmid Beteiligung GmbH & Co. KG?

The filing states that 16,585,322 Ordinary Shares of SCHMID Group are held via C. Schmid Beteiligung GmbH & Co. KG. This includes 1,265,322 shares issued on May 23, 2026 in exchange for EUR 8,000,000 of outstanding claims, which were transferred to the investment company the same day.

What stock-based compensation did the SCHMID Group (SHMD) CEO receive in this Form 4?

The CEO received 37,150 Ordinary Shares as bonus compensation for fiscal 2023 and 13,840 Ordinary Shares tied to outstanding, unpaid board compensation for fiscal 2025. Both grants are reported as directly held by the CEO and reflect non-cash compensation awards rather than market purchases.

What are the terms of the 2,500,000 SCHMID Group (SHMD) earn-out shares?

The contractual right to 2,500,000 earn-out shares is held via C. Schmid Beteiligung GmbH & Co. KG and not included in current share totals. These shares vest only if share-price thresholds of $15 and $18 are each met for 20 of 30 days by April 30, 2027.

Does the SCHMID Group (SHMD) CEO have voting rights over the unvested earn-out shares?

The filing states the CEO cannot dispose of, vote, or receive distributions on unvested earn-out shares. The 2,500,000 earn-out shares remain restricted until vesting conditions are reached under the Earn-Out Agreement, so they do not currently convey voting or economic rights.

Were SCHMID Group (SHMD) shares bought or sold on the open market in this Form 4?

The transactions are described as internal transfers, dispositions to the issuer, and stock grants, not open-market purchases or sales. Codes J, D, and A indicate other transactions and awards, with no P or S codes that would signal open-market buying or selling activity.