Exhibit 10.1

Execution Version

Facility Agreement

SCHMID Group N.V.

as Company

CHRISTIAN SCHMID

as Security Provider

ANETTE SCHMID

as Security Provider

Black Forest Special Situations I as Lender THIS AGREEMENT is made on _________ 2025:

CONTENTS

(parties under (1) and (2) together, the "Guarantors");

(parties under (3) and (4) together, the “Security Providers”);

THE PARTIES AGREE AS FOLLOWS:

"Acceleration Notice" has the meaning given to that term in clause 15.7 (Acceleration);

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing or registration;

"Borrower" means the Company;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Stuttgart, Germany;

"Closing Date" means the date on which the first Utilisation of the Facility occurs;

"Commitment" means a Facility Commitment;

"Confidential Information" means, irrespective of form, all information regarding any member of the Group or the Finance Documents received by the Lender, or of which it becomes aware, under or in connection with the Finance Documents directly or indirectly from any member of the Group or any of their advisers, excluding public or non-confidential information and information that is known by the Lender before the date that information is disclosed to it as set out above or is lawfully obtained by the Lender after that date (i) from a source which is unconnected with the Group and (ii) which has not been obtained in breach of, and is not subject to, any obligation of confidentiality, in each case as far as the Lender is aware; "Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the Loan Market Association or in any other form agreed between the Company and the Lender;

"Conversion" means the conversion by the Lender, in accordance with clause 8 (Conversion), of all (but not part) of the First Tranche and/or the Second Tranche together with all accrued but unpaid interest thereon into ordinary shares of the Company;

"Default" means an Event of Default or any event or circumstance specified in clause 15 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default;

"Event of Default" means any event or circumstance specified as such in clause 15 (Events of Default);

"Facility" means the term facility made available in EUR under this Agreement;

"Facility Commitment" means the First Tranche and the Second Tranche;

"Facility Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan;

"Finance Document" means this Agreement, any Transaction Security Document, and any other document designated as such by the Lender and the Company;

"First Tranche" means a Loan in the amount of EUR 2,500,000;

"Funds Flow Statement" means a funds flow statement in agreed form;

"Group" means the Company and its Subsidiaries from time to time;

"Guarantor" means the Company and the OpCo;

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

"Legal Reservations" means:

"Loan" means a Facility Loan;

"Material Adverse Effect" means a material adverse effect which is demonstrable, material and durationally significant on the ability of the Obligors, taken as a whole, to perform their payment obligations when due under the Finance Documents, provided that no event or circumstance shall constitute a Material Adverse Effect to the extent it results from:

unless, in the case of paragraphs (a) to (d), such event or circumstance has a materially disproportionate adverse effect on the Group taken as a whole as compared to other companies operating in the same industry. The existence of a Material Adverse Effect shall be determined by reference to objective evidence, and the burden of proof shall rest with the Lender.

"Obligor" means the Borrower or the OpCo;

"Obligors' Agent" means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to clause 2.1(Obligors' Agent);

"Party" means a party to this Agreement;

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

"Second Tranche" means a Loan in the amount of up to EUR 7,500,000;

"Security" means any security interest in respect of an asset (dingliche Sicherheit);

"Subsidiary" means a subsidiary within the meaning of sections 15 - 17 German Stock Corporation Act (Aktiengesetz) and section 290 of the German Commercial Code (Handelsgesetzbuch);

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

"Termination Date" means, in relation to the Facility, fifteen months from the date of this Agreement;

"Total Commitments" means the Total Maximum Facility Commitments;

"Total Maximum Facility Commitments" means the aggregate of the Facility Commitments, being a maximum of EUR 10,000,000;

"Tranche" means the First Tranche and the Second Tranche;

"Transaction Security" means the Security created or expressed to be created in favour of the Lender pursuant to the Transaction Security Documents;

"Transaction Security Documents" means each document entered into by any Obligor or any third party creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents; "USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public law 107-56 of the United States;

"Utilisation" means a Loan;

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made;

“VWAP” means US$4.1956, being the trailing six month SEC 10b-18 volume weighted average price of the shares of the Company as at 12 December 2025 per Bloomberg;

Subject to the terms of this Agreement, the Lender makes available to the Borrower a term facility in an amount up to the Total Maximum Facility Commitments.

The Facility shall be made available in two Loans (each a Tranche) forming part of the Facility Commitments, each denominated in EUR:

On each scheduled utilisation date, the Lender shall make the relevant Tranche available to the Borrower by crediting the proceeds (after deduction of the applicable arrangement fee pursuant to clause 9 (Arrangement Fee) and any amounts which are being paid by the Lender directly to [***]) to the following bank account of the OpCo, such transfer being made on behalf of and in the name of the Company by abbreviation of the payment method (Abkürzung des Zahlungswegs), or any bank account designated by the Company in writing not later than five Business Days prior to the relevant utilisation date:

Account holder: Gebr. Schmid GmbH
Account bank: Commerzbank AG
SWIFT-BIC: COBADEFFXXX
IBAN: DE31660400180220133300

The Lender shall not be entitled to impose any additional conditions, reduce the amount, or delay the utilisation of any Tranche, except as expressly provided in this Agreement.

The Borrower under the Facility shall repay the aggregate Loans in full on the Termination Date if no Conversion has occurred before the Termination Date.

The rate of interest on each Loan under the Facility is 15 % p.a.

The Borrower shall pay accrued interest on each Loan in cash on the Maturity Date, unless the accrued interest is converted in the Conversion.

As part of the compensation for providing the First Tranche, the Company undertakes to grant to the Lender options in relation to the shares of the Company for 1,250,000 ordinary shares in the Company (the “Options”).

The Options shall have the following principal terms:

The Options shall be granted pursuant to an option agreement or option plan to be entered into between the Company and the Lender (or its nominee) within 15 Business Days after the utilisation of the First Tranche, which shall reflect the terms set out in this clause 7 and contain customary additional provisions, including provisions relating to the creation of the shares if the Options are exercised, settlement mechanics (including how the shares will be issued in case the Options are exercised), adjustment events and compliance with applicable law.

The grant and exercise of the Options shall be subject to compliance with applicable corporate, capital markets and stock exchange laws and regulations, as well as any required corporate approvals of the Company.

To the extent the Options have not been granted as a result of any regulatory restriction, additional shares shall be issued to the Lender using the following formula:

Bonus Shares = X * 1,250,000 / 2.15

Where:

X = The greater of: (i) US$1; and (ii) (A – VWAP)

A = Current market price

The Options shall be granted for no additional cash consideration, other than payment of the applicable exercise price upon exercise.

Subject to the conditions set out in this clause 8, the Lender shall have the right, at any time from the date falling six (6) months after the Closing Date but before the Termination Date, to elect to convert (a) the aggregate principal amount outstanding under the outstanding Loans and (b) all accrued but unpaid interest thereon, into ordinary shares of the Company (the “Conversion”).

For the avoidance of doubt the Lender shall be permitted to convert the principal amount outstanding in two tranches: (i) EUR 2,500,000 plus all accrued interest thereon (being the amount drawn under the First Tranche) (“First Tranche Conversion Amount”); and (ii) such amount as is drawn under the Second Tranche plus all accrued interest thereon (“Second Tranche Conversion Amount”).

The Conversion may only be exercised if no Acceleration Notice has been given and is outstanding at the time of the Conversion.

The conversion price shall be USD 2.15 per share (the Conversion Price). The number of shares to be issued upon Conversion shall be determined by dividing the First Tranche Conversion Amount or Second Tranche Conversion Amount (as applicable) (expressed in USD at the spot exchange rate published by the European Central Bank on the Conversion Date) by the Conversion Price. Any fractional entitlements shall be rounded down and no cash adjustment shall be made in respect thereof.

The Lender shall exercise the Conversion by delivering a written conversion notice to the Company (the Conversion Notice) specifying the proposed conversion date (the Conversion Date), which shall be not less than 20 Business Days after receipt of the Conversion Notice by the Company.

The Conversion shall be implemented by way of capital increase or issuance of shares in accordance with applicable law and the constitutional documents of the Company. The Company shall use best endeavours to procure all necessary corporate, regulatory and stock exchange approvals required to effect the Conversion. The shares issued upon Conversion will be initially unregistered securities and not freely transferable or tradeable, subject to applicable securities laws; the Lender acknowledges and accepts this. The Company will take all necessary steps using best endeavours to procure that such shares become freely transferable.

If the Conversion cannot be implemented on the proposed Conversion Date due to any legal, regulatory or corporate law restriction, the Parties shall cooperate in good faith to effect the Conversion as soon as reasonably practicable thereafter. Failure to effect the Conversion due to such restriction shall not constitute an Event of Default for a period of 90 days, provided that the Company is using reasonable best endeavours to overcome such restriction.

Upon completion of the Conversion, being the time at which freely transferrable shares are held by the Company (“Conversion Completion”) (a) the converted principal and interest shall be irrevocably discharged and (b) the Lender shall cease to have any rights as a creditor in respect of the converted amounts.

Nothing in this Agreement shall oblige the Lender to exercise the Conversion right, and the Conversion right shall lapse automatically upon repayment in full of all amounts outstanding under the Facility.

The Borrower shall pay to the Lender an arrangement fee in an amount equal to 2% of the amount of each Loan. The arrangement fee in respect of a Loan shall be due and payable on the date on which such Loan is disbursed. The Lender shall withhold the amount of the relevant arrangement fee from the proceeds of such Loan at the time of disbursement, and the Borrower hereby irrevocably authorises the Lender to do so.

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

All amounts set out or expressed in a Finance Document to be payable by any Party to the Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (subject to the Lender having delivered to that Party a VAT invoice which fulfils the requirements of the applicable VAT law).

Any amount payable under this clause 11.2 shall not give rise to an Event of Default if disputed in good faith.

the Lender is obliged to execute on behalf of it and of each Obligor (and at the cost of the Company) the releases and disposals referred to in paragraph (b) below.

The releases and other actions referred to in paragraph (a) above are any release of the Security created by the Transaction Security Documents over any asset and all related and/or required actions.

the individual(s) or entity(ies) who granted the Security over such [***] Shares (the “Security Provider”) assigns to the Lender, by way of assignment for security or outright assignment, all of its claims to receive the cash consideration payable in respect of the sale of such [***] Shares (the “Assigned Sale Proceeds”), such assignment to be effective no later than concurrently with completion of the relevant sale.

The Lender acknowledges and agrees that:

Each Guarantor irrevocably and unconditionally jointly and severally (gesamtschuldnerisch) guarantees (garantiert) to the Lender to pay to the Lender within 15 Business Days of receipt by it of a written demand by the Lender the amount of principal, interest, costs, expenses or other amount demanded in that demand, which demand shall state that the sum demanded by the Lender under or in connection with the Finance Documents has not been fully and irrevocably paid by the Borrower; and

For the avoidance of doubt this guarantee does not constitute a guarantee upon first demand (Garantie auf erstes Anfordern).

This guarantee is independent and separate from the obligations of any Borrower, is a continuing guarantee which will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, including as a result of any amendment, supplement or replacement of any Finance Document (including any extension, increase or addition of any facility), regardless of any intermediate payment or discharge in whole or in part, and is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Lender or any circumstance or event affecting any other Obligor.

For the avoidance of doubt nothing in this clause 12 shall preclude any defences (a) based on personal defences of the Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of the Borrower or (b) that any Guarantor (in its capacity as Guarantor only) may have against the Lender that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations.

If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor (i) it shall be released from any liability vis-à-vis each other Guarantor and (ii) any other Guarantor waives any right to take the benefit of any right or security granted by the Retiring Guarantor to the Lender in relation to its assets, in each case arising by reason of the performance of such other Guarantor's obligations under the Finance Documents.

"German Guarantor" means OpCo as long as it is incorporated in the Federal Republic of Germany as a private limited company "Gesellschaft mit beschränkter Haftung";

"Guarantee Obligations" means the obligations of any Guarantor granted or incurred under the guarantee and indemnity pursuant to this clause 12 (Guarantee and Security); and

"Net Assets" means, in relation to the German Guarantor, the amount of its assets (section 266 sub-section 2 A, B, C, D and E HGB) less (i) the aggregate of its liabilities (section 266 sub-section 3 B, C (but, for the avoidance of doubt, disregarding any Guarantee Obligations), D and E HGB), and (ii) its stated share capital "Stammkapital".

Each Obligor in respect of itself makes the representations and warranties set out in this clause 13 to Lender.

Subject to the Legal Reservations, the entry into, performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security do not and will not conflict with:

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

All Authorisations required or desirable:

The Company undertakes that, following the utilisation of the Second Tranche, it shall use its best efforts to engage an investor relations firm, on terms and conditions that are market standard for a company of comparable size, earnings profile and market capitalisation, subject to the prior consent of the Lender (such consent not to be unreasonably withheld or delayed).

Each of the events or circumstances set out in clause 15 is an Event of Default (save for clause 15.7 (Acceleration)).

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless (i) its failure to pay is caused by administrative or technical error and (ii) payment is made within 8 Business Days of its due date.

provided that no Event of Default shall occur under this clause if the relevant Obligor has fully reinstated, repaired or replaced such assets (or has entered into binding arrangements to do so) within 15 Business Days.

The centre of main interest (COMI) (as defined in Regulation (EU) 2015/848 on insolvency proceedings) of Borrower is changed from the jurisdiction in which it is located on the date of this Agreement, unless:

Any Event of Default under this clause shall be deemed remedied if the Borrower re-establishes its COMI in the original jurisdiction within 30 Business Days after the occurrence of such change.

The Borrower fails to comply with any material provision of a Finance Document (including any condition subsequent), other than those expressly dealt with elsewhere in this clause 15, provided that:

The Borrower fails to apply: (x) the First Tranche in accordance with the purpose set out in Clause 3.1; or (y) the Second Tranche in accordance with the purpose set out in Clause 3.2.

No Party may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

No provision of this Agreement will:

The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is that identified with its name below or any substitute address, email address or department or officer as the Party may notify to the other Parties by not less than five Business Days' notice.

If the Lender is subject to the USA Patriot Act the Lender hereby notifies the Obligors that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of each Obligor and other information that will allow the Lender to identify such Obligor in accordance with the USA Patriot Act. Each Obligor shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

No failure to exercise, nor any delay in exercising any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

The Lender agrees to keep all Confidential Information confidential, to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information and not to disclose it to any person that is not a Party and other than:

The Lender (to the extent permitted by law and regulation) shall inform the Company (i) of any disclosure of Confidential Information made pursuant to paragraph (b) of clause 25.1 (Confidential Information) and (ii) upon becoming aware that Confidential Information has been disclosed in breach of this clause 25 (Confidentiality).

The obligations in this clause 25 (Confidentiality) shall remain binding on the Lender for a period of twenty four months from the earlier of (i) the final discharge of this Agreement and (ii) the date on which the Lender otherwise ceases to be a Lender.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by German law.

The courts of Frankfurt am Main, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). This clause 27 is for the benefit of all Parties.

SCHEDULE 1

Conditions Precedent

Part 1 - Conditions Precedent to utilisation of First Tranche

This Agreement executed by the Parties.

n/a

The Funds Flow Statement.

Part 2 - Conditions Precedent to utilisation of Second Tranche

This Agreement executed by the Parties.

n/a

Employment of Mr. A. Schuetz as Chief Financial Officer of the Company, effective 1 January 2026 and public announcement thereof, also via SEC Form 6-K.

This Agreement was signed on December 16, 2025:

[Signature Page to the Facility Agreement]

[Signature Page to the Facility Agreement]

Exhibit 99.1

SCHMID Group N.V. secures a Two-Tranche Convertible Term Loan Facility from Lender Consortium for up to EUR 10 million

Freudenstadt, Germany, December 17, 2025– SCHMID Group N.V. (NASDAQ: SHMD) (the "Company"), a global leader in providing solutions to the high-tech electronics, photovoltaics, glass, and energy systems industries, announced today that it signed an agreement for a secured two-tranche term loan facility for up to €10,000,000 with Black Forest Special Situations I, a vehicle established in the Cayman Islands (the "Lender"). The term loan facility includes an optional equity conversion right of the Lender to convert the loan amounts into shares of SCHMID Group N.V. at a fixed share price of USD 2.15 per share. The loan facility is also secured by a private pledge by the Company's Majority Shareholders Christian Schmid and Anette Schmid. Additionally, the Company raised €200,000 separately, as part of the same overarching realignment of the Company's financial structure, in a related party loan. The investors for these two capital raises include the Company’s Chairman, members of the Board of Directors, its new incoming Chief Financial Officer (CFO), the Company's Majority Shareholders and external financial investors.

While the term loan facility comprises commitments of up to €10 million, it is to be drawn down in two tranches with the first tranche totaling €2,500,000, which is expected to be drawn down by the Company on December 18, 2025. The second tranche is expected to be drawn down early in the year 2026. The proceeds of the convertible term loan will be used to strengthen the working capital position of the Company, enabling the conversion of its strong order intake into revenues. This financing also underscores the Company's board of directors’ and management's commitment to optimizing the Company's capital structure to enable it to capitalize on near and medium term opportunities.

The Company also announced the appointment of a new Chief Financial Officer of SCHMID Group N.V., Arthur Schuetz, who has been appointed by the board of directors of the Company to join the Company as of January 1, 2026. Julia Natterer, current CFO of SCHMID Group N.V., will hand over all roles in SCHMID Group N.V. to Mr. Schuetz, remain chief financial officer of Gebr. Schmid GmbH and concentrate on the Company's daily business.

Mr. Schuetz has more than 20 years of investment banking experience in Europe and Asia, leading equity and debt capital fundraisings, including into the US markets. His experience also includes the shepherding of complex cross-border M&A transactions. He is expected to bring significant strategic insight and capital markets experience to SCHMID.

“Securing this convertible term loan with the backing of our Board, Arthur Schuetz, the Schmid family, and external investors is a strong endorsement of SCHMID’s potential,” said Professor Sir Ralf Speth, Chairman of the Board. “We look forward to Arthur joining the team and to working closely with him and our partners to optimize the company’s financing and to evaluating and implementing high quality strategic initiatives."

“Having followed SCHMID for some years, I am very pleased to have the opportunity to join SCHMID and to work alongside such an experienced and dedicated Board, the Schmid family, and our external investors,” said Arthur Schuetz. “I look forward to contributing my expertise as a former investment banker in strategic finance to help the company strengthen its balance sheet, optimize its working capital, and create long-term value for all stakeholders.”

Forward-looking Statements

This press release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements can include statements regarding our financial outlook for 2025, our expectations with respect to future performance and the anticipated timing of certain commercial or financing activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: geopolitical events, conflicts or wars, including trade wars, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our current dependence on sales to a limited number of customers for most of our revenues; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the SEC on May 15, 2024, which is available on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

About The SCHMID Group

The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its headquarters based in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes.

Learn more at www.schmid-group.com

Exhibit 99.2

Press Release

SCHMID Group N.V. reports H1 2025 Financial Results and Guidance Update

Freudenstadt, Germany, December 17, 2025 – SCHMID Group N.V. (NASDAQ: SHMD), a global leader in providing solutions to the high-tech electronics, photovoltaics, glass, and energy systems industries, reports its unaudited financial results for the first half of 2025, covering the period ended June 30, 2025 and updates its full-year 2025 guidance.

Key Highlights

Revenue and Operating Results for H1 2025

SCHMID Group N.V.'s revenues and gross profits were lower in the first half of 2025 than in the comparable period of 2024, in particular due to weak revenues in Asia, China and Europe. The production plant in Freudenstadt was not operating at full capacity in the first quarter of 2025. Order intake improved noticeably in the middle of the second quarter of 2025. Since then, both production plants of the Company have been operating at full capacity again. However, due to accounting for new orders, such new orders did not yet translate into corresponding sales in the six month period ended June 30, 2025. The low sales level led to a negative gross profit in the first half year 2025.

The Group's operating results were impacted by the negative gross profit. However, the valuation of financial liabilities denominated in USD resulted in a positive valuation effect after the USD has performed weakly against the Euro in the first half year. Nevertheless, the Group achieved a negative operating result for the first half of the year overall.

Adjusted Outlook for 2025 and Update on Financial Status of SCHMID

We published an outlook for 2025 in the Company's Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2025. Based on our backlog and our delivery schedule at that time, we previously estimated that our sales will be within a range of €72 million to €77 million for the full financial year of 2025 and our unadjusted EBITDA will be approximately 15% of our sales.

Due to delays in receiving contractual advance payments and the resulting project postponements, sales for 2025 will be at the lower end of the estimated range. Even at the lower end of the sales range, we can reconfirm our EBITDA margin projection of approximately 15%.

The machines subject to delivery delays will be included in sales figures for the first and second quarter of 2026.

In our press release dated November 17, 2025, we referred to ongoing discussions with investors about possible equity or debt investments in SCHMID Group in 2025. Negotiations with XJ Harbour Ltd. regarding a debt-equity swap have been successfully concluded and a shareholders' meeting will be held on December 23, 2025 to authorize the issuance of shares to XJ Harbour Ltd. offsetting more than USD 26 million in financial liabilities to XJ Harbour Ltd. As previously announced, negotiations with potential debt investors have been ongoing. A two-tranche loan facility agreement with Black Forest Special Situations I, a Cayman Islands incorporated vehicle (the "Lender") backed by a consortium of lenders, including several of the Company’s board members, was signed and is expected to be closed with the first tranche to be drawn down on December 18, 2025. This loan facility amounts to up to €10 million, with the first tranche amounting to €2.5 million. The second tranche of up to €7.5 million is expected to be drawn down early in 2026 following the Lender raising further funds. The loan facility includes an equity conversion right, exercisable under certain circumstances by the Lender which would convert the amounts outstanding under the loan facility at a share price of USD 2.15 per share into shares of the Company. Additionally, the Company raised €200,000 separately, as part of the same overarching realignment of the Company's financial structure, by the conclusion of a loan with a related party of the Schmid family. The agreed interest rate is market standard and the loan has a maturity of 15 months.

Negotiations with other possible debt and equity investors remain ongoing. The Group expects that further funds to support and accelerate the growth of the Company will be raised within the coming months.

Once the two tranches of the loan facility, amounting to up to €10 million have been received, SCHMID intends to complete its 2024 financial statements and publish its annual report for the financial year 2024 on Form 20-F. SCHMID expects that its Form 20-F for 2024 will be filed in February 2026.

Outlook for 2026

For the financial year 2026, we confirm our expectation of realizing sales revenue of over EUR 100 million and, taking into account this level of sales, an Adjusted EBITDA margin of more than 12 % on sales.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding our financial outlook for 2024, our expectations with respect to future performance and the anticipated timing of certain commercial activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the impact of the COVID-19 pandemic, geopolitical events including the Russian invasion of Ukraine, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our current dependence on sales to a limited number of customers for most of our revenues; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the SEC on May 15, 2024, which is available on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.

*Non-IFRS Financial Measures

In addition to our results determined in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (IASB), we review financial measures that are not calculated and presented in accordance with IFRS (“non-IFRS financial measures”). We believe our non-IFRS financial measures are useful in evaluating our operating performance. We use the following non-IFRS financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-IFRS financial information, when taken collectively, may be helpful to investors, because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their IFRS or US-GAAP results. The non-IFRS financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies. A reconciliation of each historical non-IFRS financial measure to the most directly comparable financial measure stated in accordance with IFRS is provided above. Reconciliations of forward- looking non-IFRS financial measures are not provided because we are unable to provide such reconciliations without unreasonable effort due to the uncertainty regarding, and potential variability of, certain items, such as stock-based compensation expense and other costs and expenses that may be incurred in the future. Investors are encouraged to review the related IFRS financial measures and the reconciliation of these non-IFRS financial measures to their most directly comparable IFRS financial measures.

Our non-IFRS financial measures include adjusted EBITDA defined as Net income (loss) for the period before net finance result, depreciation, and amortization (including impairments), and special items including the IFRS 2 expenses due to the business combination with Pegasus Digital Mobility Acquisition Corporation. Our management team ordinarily excludes special items from its review of the results of the ongoing operations. Special items may comprise significant asset impairments and write-offs, special accounting charges and other items that we do not necessarily consider to be indicative of earnings from ongoing operating activities.

The financial figures for 2025 and 2024 are preliminary and unaudited and are subject to change based on the completion of the audit for the financial year 2024. The audited financial statements for the financial year 2024 will be published in the Company’s Form 20-F.

About The SCHMID Group

The SCHMID Group is a world-leading global solutions provider for the high-tech electronic, photovoltaics, glass, and energy systems industries, with its headquarters based in Freudenstadt, Germany. Founded in 1864, today it employs more than 800 staff members worldwide, and has technology centers and manufacturing sites in multiple locations including Germany and China, in addition to several sales and service locations globally. The Group focuses on developing customized equipment and process solutions for multiple industries including electronics, renewables, and energy storage. Our system and process solutions for the manufacture of substrates, printed circuit boards and other electrical components ensure the highest technology levels, high yields with low production costs, maximized efficiency, quality, and sustainability in green production processes.

Learn more at www.schmid-group.com

Appendix:

Statements of Profit or Loss for the half years ended June 30, 2025 and 2024

In the first half of 2024, the Adjusted EBITDA includes income from the initial consolidation of SCHMID Energy Systems GmbH of € 9.1 million.