{"url_path":"/sec/shmdw/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","accession_number":"0001104659-26-062643","cik":"0001987240","ticker":"SHMD","issuer_name":"SCHMID Group N.V.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1987240/0001104659-26-062643-index.html","primary_entity_key":"0001987240","primary_entity_name":"SCHMID Group N.V."},"word_count":1399,"has_tables":true,"body_markdown":"**ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n**A. Major Shareholders**\n\nThe table below sets forth information regarding the beneficial ownership of SCHMID Shares prior to the filing of this Annual Report by:\n\n●each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding ordinary shares;\n\n●each of our directors;\n\n●each of our executive officers; and\n\n●all of our directors and executive officers as a group.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. Each person named in the table has sole voting and investment power with respect to all of the ordinary shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.\n\nUnless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares beneficially owned by them. To our knowledge, no shares beneficially owned by any executive officer, director or director nominee have been pledged as security.\n\n68\n\n[Table of Contents](#TOC)\n\nExcept for XJ Harbour HK Limited, the business address of each person named below is c/o SCHMID Group., Robert-Bosch-Str. 32-36, 72250 Freudenstadt, Germany.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, 2025**\n\n \n\n​\n\n​\n\n​\n\n​\n\n**Voting**\n\n​\n\n**Share Ownership **\n\n​\n\n**Beneficial Owner**\n\n**  ​ ​ ​**\n\n**Number of Shares**\n\n  ​ ​ ​\n\n**Power**(5)\n\n  ​ ​ ​\n\n**(Disposition Power)**(5)\n\n \n\n**Executive Officers and Directors**(1)\n\n​\n\n  ​\n\n​\n\n  ​\n\n​\n\n  ​\n\n \n\nChristian Schmid(2)(3)\n\n \n\n15,320,000\n\n \n\n29.01\n\n%  \n\n9.43\n\n%\n\nAnette Schmid(2)(3)\n\n \n\n11,490,000\n\n \n\n21.76\n\n%  \n\n13.06\n\n%\n\nProf. Sir Ralf Speth(4)\n\n \n\n185,000\n\n \n\n0.35\n\n%  \n\n0.35\n\n%\n\nDr. Stefan Berger(4)\n\n \n\n177,084\n\n \n\n0.34\n\n%  \n\n0.34\n\n%\n\nBoo-Keun Yoon\n\n​\n\n17,500\n\n​\n\n0.03\n\n%\n\n0.03\n\n%\n\n**5**% and Greater Shareholders\n\n \n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\nChristian Schmid(2)(3)\n\n \n\n15,320,000\n\n \n\n29.01\n\n%  \n\n9.43\n\n%\n\nAnette Schmid(2)(3)\n\n \n\n11,490,000\n\n \n\n21.76\n\n%  \n\n13.06\n\n%\n\nXJ Harbour HK Limited(6)\n\n​\n\n10,162,575\n\n​\n\n19.25\n\n%  \n\n19.25\n\n%\n\n(1)Dr. Annedore Streyl does not own any shares as of the date of this Annual Report.\n\n(2)Does not include 5,000,000 earn-out shares which existed at the closing of the Business Combination, but for which Christian Schmid and Anette Schmid do not have the voting power or disposition power until USD 15.00 per share (for 2,500,000 shares), respectively, USD 18.00 per share (for the remainder of 2,500,000 shares) are reached. Christian Schmid and Anette Schmid also hold 1,000,000 private warrants each, which can be converted into shares of the Company on a 1:1 basis or converted on a cashless basis. In addition, Christian Schmid and Anette Schmid are entitled to receive an additional 1,000,000 private warrants from Pegasus Digital Mobility Sponsor LLC within nine (9) months of the closing of the Business in accordance with the warranty agreement concluded on April 29, 2024, however, such transfer by Pegasus Digital Mobility Sponsor LLC to Christian Schmid and Anette Schmid has not yet occurred as of the date of this Annual Report.\n\n(3)Christian Schmid and Anette Schmid each hold their shares and warrants in the Company through holding companies (C. Schmid Beteiligung GmbH & Co. KG and Schmid Aequitas GmbH & Co. KG respectively). Prior to May 14, 2026 Christian Schmid and Anette Schmid held certain shares individually and some as beneficiaries of the Community of Heirs after Dieter C. Schmid (*Erbengemeinschaft*), which has now been dissolved. They have voted their shares jointly in the past and are expected to continue to do so. Combined they hold 26,810,000 shares of the Company, amounting to 50.78% of the voting power and share ownership.\n\n(4)On April 30, 2024, Dr. Stefan Berger, Prof. Sir. Ralf Speth and Jeremey Mistry entered into a warrant and share transfer agreement with Pegasus Digital Mobility Sponsor LLC in which they agreed to transfer 2,000,000 private warrants to Pegasus Digital Mobility Sponsor LLC in exchange of 200,000 shares in the Company of which Jeremey Mistry was allocated 100,000 shares and Dr. Stefan Berger was allocated the other 100,000 shares. No shares were allocated to Prof. Sir Ralf Speth under this warrant and share transfer agreement.\n\n(5)The voting power calculation and share ownership (disposition power) calculation is based on the total number of shares outstanding on the date of this Annual Report, which is 52,800,864 shares (i.e. 57,800,864 shares outstanding minus the 5,000,000 earn-out shares for which Christian Schmid and Anette Schmid do not hold any voting power or disposition power as of the date of this Annual Report). In addition, the calculations do not account for any warrants (which can be converted into shares on a 1:1 basis or on a cashless basis in the future).\n\n(6)Based on the Schedule 13D filed by XJ Harbour HK Limited on May 12, 2026.\n\nThe 2026 Convertible Notes are subject to a 4.99% beneficial ownership limitation, which restricts conversion to the extent that, after giving effect to such conversion, the holder would beneficially own more than 4.99% of our outstanding Ordinary Shares, as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder.\n\n69\n\n[Table of Contents](#TOC)\n\nThe 2025 conversion right under the Term Loan Facility is not exercisable until 6 months after its completion in December 2025 and is thus not included in the above beneficial ownership table, even though officers and directors of the Company are beneficial owners of Black Forest Special Situations I. For more information, see “*Item 10.C Material Contracts*”. The 2025 share options were granted to Black Forest Special Situations I, which would own less than 5% of the outstanding capital if it were to exercise them.\n\nDue to the fact that some of our shares are held by brokers and other nominees, the number of our shares held by, and the number of, beneficial holders with addresses in the U.S. is not fully ascertainable. As of May 7, 2026, according to the records of our transfer agent Continental Stock Transfer & Trust Company, 37,517,426 shares (which includes all shares directly held by each of Anette Schmid (11,490,000 shares) and Christian Schmid (15,320,000 shares) as shown in the table above) were held through Cede & Co, the nominee of The Depository Trust Company, in whose name all shares held in “street name” are held in the U.S. Overall, the Company is aware of the following shares being held by non-US persons: all shares held by Christian Schmid and Anette Schmid (including 5,000,000 earn out shares) and all shares held by XJ Harbour HK Limited are held by non-US person and thus the majority of all outstanding shares are held by non-US persons. The remainder of the shares are held by a mix of U.S. and non-U.S. persons.\n\nB. Related Party Transactions\n\nSee also Note 37 of our consolidated financial statements included elsewhere in this Annual Report for a description of certain transactions with related parties required to be disclosed under IFRS.\n\nChristian Schmid and Anette Schmid are holders of private warrants and are major shareholders of the Company, see “*Item 7 Major Shareholders and Related Party Transactions — A. Major Shareholders*.”\n\nFor a description of our remuneration agreements with members of the Board and senior management, see the section titled “*Item 6. Directors, Senior Management and Employees — B. Compensation*.”\n\nIn 2025 and 2026 certain financing measures were undertaken to manage the liquidity of the Company. Some agreements were reached and executed with parties related to the Company or to the majority shareholders of the Company. For details on these related party transactions see “*Item 10 Additional Information – B. Material Contracts*” for agreements reached between the Company and XJ Harbour, its majority shareholders, the lender Black Forest Special Situations I, a Schmid family member, and an entity controlled by the majority shareholders.\n\nWe have adopted a code of business conduct that prohibits directors and executive officers from engaging in the decision-making process relating to transactions in which such director or officer has a conflict of interest. Consistent with Dutch law, if the Board must approve a transaction in which a director has a conflict of interest, such transaction can only be effected if it has been approved by a majority of the Board (including a majority of independent directors) not otherwise interested in the transaction and such transaction must be fair and reasonable to the Company and on terms not less favorable to the Company than those available from unaffiliated third parties.\n\nC. Interests of Experts and Counsel\n\nNot Applicable."}