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SCHMID Group N.V. received a major equity investment from entities led by XJ Harbour HK Limited and related Xinjin funds, which now jointly report beneficial ownership of 12,951,199 Class A Ordinary Shares, representing 25.6% of the Class A shares outstanding.
The stake comes from two main steps. First, XJ Harbour received 1,406,361 shares in an April 2024 business combination in exchange for equity in a Chinese subsidiary, later selling 995,701 and retaining 410,660 shares. Second, an unpaid cash obligation of EUR 20 million plus interest (aggregating US$ 26,962,158.90) was settled through a share-for-debt set-off, leading to the issuance of 12,540,539 additional shares on January 16, 2026.
The reporting group has sole voting and dispositive power over these shares and indicates no specific current plans to change control or operations, while reserving flexibility to buy or sell shares over time.
SCHMID Group N.V. insiders Anette and Christian Schmid report large ownership stakes in the company’s Class A ordinary shares. Anette Schmid beneficially owns 14,868,800 Class A shares, or about 20.8% of the class, while Christian Schmid beneficially owns 17,856,200 Class A shares, or about 24.9%. These positions include 6,894,000 Class A shares and 2,000,000 warrants for each of them, counted as if converted into shares for ownership calculations.
Their shared holdings also reflect interests in 14,937,000 Class A shares held by the Community of Heirs of Dieter C. Schmid, where Anette holds 40% and Christian 60%. The stakes arose from an exchange of interests in Gebr. Schmid GmbH into SCHMID Group N.V. shares as part of a business combination completed on April 30, 2024, with Pegasus Digital Mobility Acquisition Corp. As of January 21, 2026, ownership percentages are calculated using 50,603,011 Class A shares outstanding and 21,000,000 warrants, assuming all warrants convert 1:1 into shares.
SCHMID Group N.V. has secured a new financing package by agreeing to issue $30 million of senior convertible notes and related warrants to an institutional investor in a private placement. The notes are funded in two $15 million tranches, carry a 7% annual interest rate payable mainly in kind, mature on January 21, 2028, and are convertible at prices tied to 95% of the volume‑weighted average share price, subject to minimum prices and daily limits. Warrants linked to the notes’ principal amount will be exercisable in cash or on a cashless basis until December 15, 2028. SCHMID’s German operating subsidiary guarantees the notes, and the company will register the resale of the underlying shares.
The company will not draw the remaining €7.5 million from a previously announced €10 million convertible loan facility because the new terms are described as more favorable. SCHMID also converted $26,962,158.90 of liabilities owed to XJ Harbour HK Limited into 12,540,539 new shares at $2.15 per share, increasing shares outstanding from about 43.06 million to 55.6 million. Five million earn‑out shares held by Christian and Anette Schmid may be cancelled in 2027 if share‑price targets of $15.00 and $18.00 are not met. The company reiterates its plan to complete and file its 2024 Form 20‑F in February 2026 to regain full compliance with Nasdaq and SEC requirements.