Major SCHMID Group (SHMD) holder sells 1.26M shares, keeps 19.2% stake

Rhea-AI Filing Summary

SCHMID Group N.V.’s major shareholder group reports updated ownership and recent sales. XJ Harbour HK Limited and related Xinjin entities together report beneficial ownership of 10,162,575 Class A Ordinary Shares, representing approximately 19.2% of the outstanding Class A shares, based on 52,800,864 shares.

The group states it has sole voting and dispositive power over these shares, with each share carrying one vote. Between April 23 and May 12, 2026, they disposed of an aggregate 1,257,696 Class A Ordinary Shares in a series of open market sales through a broker at prices mostly around the mid‑$6 range per share.

Insights

Equity ownership & governance analyst

Large holder trims position but retains nearly one‑fifth of SCHMID’s equity.

The Xinjin-related entities disclose beneficial ownership of 10,162,575 Class A Ordinary Shares of SCHMID Group N.V., or about 19.2% of the class. They hold sole voting and dispositive power, indicating concentrated influence over a significant block.

The amendment also details open market sales totaling 1,257,696 shares between April 23 and May 12, 2026, at prices mostly a little above $6 per share. This reduces but does not eliminate their substantial stake, so they remain an important shareholder with meaningful governance impact.

Key Figures

Beneficial ownership: 10,162,575 Class A shares Ownership percentage: 19.2% of Class A Shares outstanding basis: 52,800,864 Class A shares +3 more

6 metrics

Beneficial ownership 10,162,575 Class A shares Shares beneficially owned by reporting persons

Ownership percentage 19.2% of Class A Percent of SCHMID Group Class A Ordinary Shares

Shares outstanding basis 52,800,864 Class A shares Outstanding Class A shares used to compute 19.2%

Aggregate shares sold 1,257,696 shares Open market disposals between April 23 and May 12, 2026

Largest single-day sale 500,534 shares at $6.1460 Open market sale on May 8, 2026

Highest reported sale price $7.3000 per share 30,540 shares sold on April 27, 2026

Key Terms

beneficial ownership, sole voting power, sole dispositive power, open market sale, +2 more

6 terms

beneficial ownership financial

"The Reporting Persons have beneficial ownership of 10,162,575 Class A Ordinary Shares."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 10,162,575.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 10,162,575.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

open market sale financial

"Open market sale of 30,540 Class A Ordinary Shares at a price of $7.3000 per Class A Ordinary Share."

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

earn-out shares financial

"excluding 5,000,000 earn-out shares without voting rights subject to cancellation"

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.

convertible bond financial

"does also not reflect the potential conversion of a USD 18 million convertible bond and warrants announced by the Issuer"

A convertible bond is a loan-like security that pays regular interest but gives the holder the option to swap it for a set number of the issuer’s shares under agreed terms. Think of it as a bond that can be turned into stock if the share price moves in your favor. It matters to investors because it offers steady income with potential upside from equity while also creating possible future share dilution and affecting the company’s capital mix.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

SCHMID Group N.V.

(Name of Issuer)

Class A Ordinary Shares, nominal value (euro)0.01 per share

(Title of Class of Securities)

N68722102

(CUSIP Number)

XJ Harbour HK Limited
Room 76, 5/F, United Centre, 95 Queensway
Admiralty, K3, 000000
852 5948 0780

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

XJ Harbour HK Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,162,575.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,162,575.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,162,575.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Represents 10,162,575 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. Row 13: Based on an aggregate of 52,800,864 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer). The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 18 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Global Industrial Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,162,575.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,162,575.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,162,575.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Represents 10,162,575 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. Row 13: Based on an aggregate of 52,800,864 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer). The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 18 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Global Industrial Fund GP Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,162,575.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,162,575.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,162,575.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Represents 10,162,575 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. Row 13: Based on an aggregate of 52,800,864 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer). The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 18 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

CUSIP Number(s): N68722102

1

Name of reporting person

Xinjin Investment Holding Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,162,575.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,162,575.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,162,575.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.2 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows 7, 9 and 11: Represents 10,162,575 Class A Ordinary Shares of the Issuer. Each Class A Ordinary Share is entitled to one vote per share. Row 13: Based on an aggregate of 52,800,864 Class A Ordinary Shares of the Issuer (excluding 5,000,000 earn-out shares without voting rights subject to cancellation and 21,000,000 total outstanding warrants issued to other shareholders of the Issuer). The percentage does not reflect the potential conversion of a EUR 2.5 million drawn under a financing facility with Black Forest Special Situations I signed in December 2025 and does also not reflect the potential conversion of a USD 18 million convertible bond and warrants announced by the Issuer on January 20, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, nominal value (euro)0.01 per share
(b)	Name of Issuer: SCHMID Group N.V.
(c)	Address of Issuer's Principal Executive Offices: Robert-Bosch-Str. 32-36, Freudenstadt, GERMANY , 72250.
Item 1 Comment: This amendment No. 2 (this "Amendment No. 2") amends and supplements the original Schedule 13D (the "Original Schedule 13D") filed with the SEC on February 11, 2026, by XJ Harbour HK Limited, Xinjin Global Industrial Fund LP, Xinjin Global Industrial Fund GP Limited, and Xinjin Investment Holding Limited (each a "Reporting Person"), as previously amended by amendment No. 1 (the "Amendment No. 1") to the Original Schedule 13D by the Reporting Persons, filed on April 22, 2026 (as so amended, the "Schedule 13D") relating to the Class A Ordinary Shares of the Issuer. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No.2, the Schedule 13D is unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have beneficial ownership of 10,162,575 Class A Ordinary Shares. The percentage of beneficial ownership is approximately 19.2% of the outstanding Class A Ordinary Shares.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated as follows: The Reporting Persons have the sole power to vote, dispose or direct the disposition of 10,162,575 Class A Ordinary Shares.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated as follows: Except as described in Item 3 and the disposal of an aggregate number of 1,257,696 Class A Ordinary Shares in open market through a broker between April 23, 2026 and May 12, 2026 as listed below, the Reporting Persons have not engaged in any transaction with respect to the Class A Ordinary Shares since the date of the Amendment No. 1. April 27, 2026 - Open market sale of 30,540 Class A Ordinary Shares at a price of $7.3000 per Class A Ordinary Share. April 29, 2026 - Open market sale of 43,173 Class A Ordinary Shares at a price of $6.0118 per Class A Ordinary Share. April 30, 2026 - Open market sale of 37,733 Class A Ordinary Shares at a price of $6.0024 per Class A Ordinary Share. May 1, 2026 - Open market sale of 201,600 Class A Ordinary Shares at a price of $6.0070 per Class A Ordinary Share. May 4, 2026 - Open market sale of 50,000 Class A Ordinary Shares at a price of $6.2130 per Class A Ordinary Share. May 8, 2026 - Open market sale of 500,534 Class A Ordinary Shares at a price of $6.1460 per Class A Ordinary Share. May 11, 2026 - Open market sale of 344,116 Class A Ordinary Shares at a price of $6.0221 per Class A Ordinary Share. May 12, 2026 - Open market sale of 50,000 Class A Ordinary Shares at a price of $5.8067 per Class A Ordinary Share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

XJ Harbour HK Ltd

Signature:	/s/ XJ Harbour HK Ltd
Name/Title:	Mak Tsz Ming / Director
Date:	05/12/2026

Xinjin Global Industrial Fund LP

Signature:	/s/ Xinjin Global Industrial Fund LP
Name/Title:	Mak Tsz Ming / Authorized Signatory
Date:	05/12/2026

Xinjin Global Industrial Fund GP Limited

Signature:	/s/ Xinjin Global Industrial Fund GP Limited
Name/Title:	Mak Tsz Ming / Director
Date:	05/12/2026

Xinjin Investment Holding Limited

Signature:	/s/ Xinjin Investment Holding Limited
Name/Title:	HU Bin / Director
Date:	05/12/2026

Comments accompanying signature:

Not applicable.

FAQ

How many SCHMID Group (SHMD) shares do the reporting persons currently own?

The reporting group holds beneficial ownership of 10,162,575 Class A Ordinary Shares. This stake represents about 19.2% of SCHMID Group’s outstanding Class A shares, giving the group meaningful influence through sole voting and dispositive power over this block.

What percentage of SCHMID Group (SHMD) does the Xinjin-related group control?

The reporting persons state beneficial ownership of approximately 19.2% of SCHMID Group’s Class A Ordinary Shares. This percentage is based on 52,800,864 Class A shares outstanding, excluding earn-out shares without voting rights and warrants held by other shareholders.

Did the major SCHMID Group (SHMD) holder recently sell any shares?

Yes. The reporting persons disposed of an aggregate 1,257,696 Class A Ordinary Shares in open market sales through a broker. These transactions occurred between April 23 and May 12, 2026, as detailed in the amendment’s transaction list with dates and prices.

Over what period were SCHMID Group (SHMD) shares sold by the reporting group?

The group reports selling SCHMID Group Class A Ordinary Shares between April 23 and May 12, 2026. Specific transactions include open market sales on April 27, April 29, April 30, May 1, May 4, May 8, May 11, and May 12, each with stated share counts and prices.

What prices did the reporting persons receive for SCHMID Group (SHMD) share sales?

Reported open market sale prices ranged from about $5.8067 to $7.3000 per Class A Ordinary Share. Individual trades, such as 30,540 shares at $7.3000 and 500,534 shares at $6.1460, illustrate execution levels during the April–May 2026 disposal period.

How many SCHMID Group (SHMD) shares are used to calculate the 19.2% ownership?

The 19.2% beneficial ownership figure is calculated using 52,800,864 Class A Ordinary Shares of SCHMID Group as the base. This number excludes 5,000,000 non-voting earn-out shares subject to cancellation and 21,000,000 outstanding warrants held by other shareholders.