UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT ~~TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~TO ~~the~~RULE ~~month~~13a-16 ofOR ~~December 2025~~15d-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-42040

SCHMID Group N.V.

(Registrant's name)

Robert-Bosch-Str. 32-36,

72250

Freudenstadt, Germany

Tel: +49 7441 538 0

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F x Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

~~Half-Year~~Entry ~~Financial Statements~~into ~~for~~Definitive ~~the~~Agreements ~~Six~~for ~~Month Period Ended June~~ $30, Million ~~2025~~Convertible ~~and~~Notes ~~updated Full-Year Guidance~~Financing

On ~~December 17~~January 18, ~~2025~~ 2026, SCHMID Group N.V. (the "“Company"”) ~~issued~~entered ainto ~~press~~an ~~release~~investment ~~entitled~~agreement with an institutional investor (the "~~SCHMID~~Investor") pursuant ~~Group~~to ~~N.V.~~which ~~reports~~the H1Company ~~2025~~will ~~Financial Results~~issue and ~~Guidance~~sell ~~Update"~~senior ~~(the~~convertible ~~"HY~~notes ~~Financials~~in ~~Press~~an ~~Release~~aggregate principal amount of $30.0 million convertible into ordinary shares of the Company (the "Notes") intogether ~~which~~with the ~~Company~~issuance ~~reported~~of ~~its~~warrants ~~financial~~to ~~and operational~~purchase ~~results~~ordinary ~~for~~shares of the Company ~~six~~(the ~~month~~"Warrants") ~~periods~~in ~~ended~~a ~~June 30,~~private ~~2025,~~placement ato ~~copy~~the ofInvestor ~~which~~(the isNotes ~~furnished~~and asWarrants ~~Exhibit 99.2~~together, ~~hereto~~the "Investment Agreement").

The ~~Company~~ ~~previously~~Notes ~~published~~will abe ~~forecast~~pursuant an ~~for~~indenture ~~the~~issued ~~full~~at ~~year~~98% ~~2025~~of ~~financial~~principal ~~results~~amount and are funded in atwo ~~press~~tranches: ~~release~~(i) ~~dated~~$15.0 ~~November 17,~~million ~~2025~~will ~~furnished on~~be ~~Form 6-K~~funded ~~with~~two ~~the~~business ~~Securities~~days ~~and~~after the ~~Exchange~~execution ~~Commission~~of ~~which~~the ~~estimated~~Investment ~~that~~Agreement, ~~sales~~i.e. ~~would~~on beJanuary ~~within~~21, a2026 ~~range~~and of(ii) ~~€72~~$15.0 million to ~~€77~~will ~~million~~be ~~for~~funded following the ~~full~~effectiveness of ~~financial~~a ~~year~~registration ofstatement ~~2025~~covering ~~and~~the ~~unadjusted~~resale ~~EBITDA~~of ~~will~~the beunderlying ~~approximately~~shares ~~15%~~in ofrelation ~~sales~~to the Notes.

~~Due~~The toNotes ~~delays~~bear ininterest at ~~receiving~~a ~~contractual~~rate ~~advance~~of ~~payments~~7% ~~and~~per ~~the~~annum, ~~resulting project~~compounded ~~postponements,~~quarterly ~~sales~~and ~~for~~payable ~~2025~~in ~~will~~kind, besubject atto the ~~lower~~Company’s ~~end~~right ofto ~~the~~elect ~~estimated~~cash ~~range~~payment upon prior notice. ~~Even~~The atNotes ~~the~~have ~~lower~~a ~~end~~two-year ofmaturity, ~~the~~i.e. ~~sales~~they ~~range~~will mature on January 21, ~~we can~~ ~~reconfirm~~2028, ~~our~~unless ~~EBITDA~~previously ~~margin~~converted ~~projection~~into shares of ~~approximately 15%~~the Company.

The Notes are convertible, at the option of the Investor, into shares of the Company ~~announces~~at prices determined by reference to fixed premium conversion prices including ~~appointment~~at 95% of ~~new~~the ~~Chief~~applicable ~~Financial~~volume-weighted ~~Officer,~~average ~~Arthur~~price ~~Schuetz,~~of ~~joining~~the asshares of ~~January 1~~the Company, ~~2026~~subject to a minimum conversion price and certain daily conversion limits as further specified in the Investment Agreement.

OnIn ~~December 16, 2025~~connection with the ~~Company's board~~ issuance of ~~directors~~the ~~appointed~~Notes, ~~Arthur~~the ~~Schuetz~~Company aswill ~~incoming~~also ~~Chief~~issue ~~Financial~~warrants ~~Officer~~to ~~("CFO")~~the ofInvestor ~~SCHMID Group~~to ~~N.V.~~purchase ~~Julia~~shares ~~Natterer, current CFO~~ of the Company, ~~will~~in ~~hand~~an ~~over~~amount todetermined ~~Mr. Schuetz~~by ~~effective January 1, 2026,~~ reference to ~~concentrate on~~ the ~~operative~~principal ~~business~~amount ~~and remain chief financial officer~~ of ~~Gebr.~~the ~~Schmid GmbH~~Notes. ~~Arthur~~The ~~Schuetz~~Warrants ~~has~~are ~~more~~exercisable ~~than~~until 20December ~~years~~15, ~~of investment banking experience in Europe and Asia~~2028, inat ~~particular~~an ~~leading~~exercise ~~equity~~price ~~and~~equal ~~debt~~to ~~capital~~the ~~fundraisings,~~lower ~~including into US markets. His experience~~of ~~also~~the ~~extends~~applicable ~~into~~fixed ~~complex~~premium ~~cross-border~~conversion ~~M&A~~prices ~~transactions.~~under ~~Mr. Schuetz~~the isNotes, ~~expected~~exercisable tofor ~~bring~~cash ~~significant~~or, ~~strategic~~at ~~insight~~the ~~and capital~~Company’s ~~markets~~election, ~~experience~~on toa ~~the Company~~cashless basis.

~~Two-Tranche~~In ~~Loan~~connection with the execution ~~Facility~~of the Investment Agreement, ~~signed~~the Company will also enter into a registration rights agreement with ~~Black~~the ~~Forest~~Investor ~~Special~~pursuant ~~Situations~~to Iwhich ~~for~~the Company upagrees to ~~€10,000,000~~file a registration statement covering the resale of the shares issuable upon conversion of the Notes and exercise of the Warrants.

AsThe ~~part~~Company’s ofobligations under the ~~realignment of~~Notes ~~the~~are ~~Company's~~guaranteed ~~financial~~by ~~structure,~~its ~~the~~German ~~Company~~operating subsidiary, asGebr. ~~borrower~~Schmid GmbH, ~~and~~subject ~~Black~~to ~~Forest~~applicable ~~Special~~German ~~Situations~~law I,limitations. aThe Investment ~~Cayman~~Agreement ~~Islands~~and ~~incorporated vehicle (~~the ~~"Lender"),~~provisions ~~signed~~of anthe ~~agreed~~Notes ~~upon~~and ~~secured~~Warrants ~~two-tranche~~contain ~~term~~customary ~~loan~~affirmative ~~facility~~and onnegative ~~December 16~~covenants, ~~2025~~issuer ~~(the~~call ~~"Term~~provisions, ~~Loan~~change ~~Facility")~~of control protections, ~~with~~mandatory aredemption ~~total~~events, ~~commitment~~and ~~value~~events of updefault tocustomary ~~€10,000,000~~for transactions of this type.

The ~~Lender~~net isproceeds ~~backed by~~from ~~a consortium that includes~~ the ~~Company’s~~issuance ~~Chairman~~ of the ~~Board, Sir Ralf Speth, members of the Board of Directors of the Company,~~ ~~its~~Notes ~~newly appointed CFO Arthur Schuetz, and third-party investment and advisory professionals. The first tranche consists of €2,500,000, which~~ will be ~~paid~~used ~~out~~for ongeneral ~~December~~corporate 18purposes, ~~2025.~~including ~~The~~working ~~second~~capital, ~~tranche~~capital ~~of up to €7~~expenditures,~~500,000~~ isand ~~set~~potential toacquisitions beor ~~drawn down early in 2026~~investments.

The ~~Lender~~foregoing description inof the ~~Term Loan~~Investment ~~Facility~~Agreement ~~has~~does anot ~~conversion~~purport ~~right~~to ~~which~~be iscomplete ~~exercisable~~and atis aqualified ~~share~~in ~~price~~its ofentirety ~~US$2.15~~by ~~into~~reference ~~shares~~to of the ~~Company between six months after~~ ~~the~~Investment ~~draw~~Agreement ~~down~~(including of the first ~~tranche~~amendment ~~and~~to ~~the~~such ~~date~~Investment ofAgreement) ~~the Term Loan Facility's maturity~~ which is 15annexed ~~months~~to ~~after~~this ~~the~~Form 6-K ~~first tranche draw down.~~as ~~The first and second tranches may be converted independently of one another~~Exhibit 10. ~~The Term Loan Facility has a 15% p~~1.~~a. interest rate with interest payable at maturity, unless the conversion right is exercised and interest is also converted into shares of the Company.~~

~~Further,~~The ~~the~~securities ~~Term~~described ~~Loan~~above have not been ~~Facility~~registered ~~includes~~under ~~security~~the bySecurities Act of 1933, as amended (the ~~Company'~~“Securities Act”), or any state’s ~~majority~~securities ~~shareholders~~laws, and ~~Christian~~are ~~Schmid~~being issued and ~~Anette~~sold ~~Schmid~~pursuant ~~who~~to ~~pledged~~an ~~personal~~exemption ~~assets~~from registration provided for under the Securities Act. Accordingly, these securities ~~each~~may ~~tranche~~not asbe ~~security~~offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the ~~Company's~~resale ~~100%~~of ~~German~~the ~~subsidiary~~shares ~~Gebr.~~of ~~Schmid~~common ~~GmbH~~stock ~~are~~issued ~~both~~and ~~guarantors~~sold ~~under~~in the ~~Term~~Private ~~Loan~~Placement. Any offering of ~~Facility~~the securities under the resale registration statement will only be made by means of a prospectus.

~~The~~No ~~Term~~Utilization of Second Tranche of €10 million Convertible Loan Facility isand ~~attached~~Progress toon ~~this Form 6~~2024 20-KF ~~as Exhibit 10.1.~~Filing

~~The~~As ~~Company~~a ~~expects~~result toof the signing of the Investment ~~complete~~Agreement ~~its~~with ~~2024~~the ~~financial~~Investor, ~~statement~~the ~~and~~Company ~~publish~~will ~~its~~not ~~annual~~draw ~~report~~the ~~for~~second ~~that~~tranche ~~year~~in onthe ~~Form~~amount ~~20-F~~of ~~("FY~~€7.5 ~~2024~~million ~~Form~~under ~~20-F~~the ")previously announced ~~following~~ ~~receipt~~€10 ofmillion ~~payment~~two-tranche ofconvertible ~~both~~loan ~~tranches.~~facility ~~The~~entered ~~Company~~into ~~currently~~on ~~expects~~December 17, to2025, ~~file~~as ~~its~~the FYterms ~~2024~~of ~~Form~~the ~~20-F~~Investment inAgreement are ~~February~~commercially ~~2026~~more favorable to the Company.

As announced in December 2025, the Company ~~announces~~intends to complete its 2024 financial statements and publish its annual report for that fiscal year ~~conclusion~~on ofForm 20-F ~~Loan~~in ~~amounting~~February 2026 to ~~€200,000~~regain full compliance with applicable Nasdaq and SEC regulations.

As a further component of the realignment of the Company received a cash injection of €200,000 from a related party of the Schmid family on December 15 2025. The agreed interest rate is market standard and the loan has a maturity of 15 months. The €200,000 were injected into the Company alongside the Company's conclusion of the Term Loan Facility described above.

Press Releases Furnished as Exhibits

On December 17, 2025, the Company issued two press releases (a) announcing the appointment of new Company CFO and signing of term loan facility, which is furnished herewith as Exhibit 99.1, and (b) announcing unaudited half year 2025 financial results and guidance, which is furnished herewith as Exhibit 99.2.

The information furnished in this Form 6-K, including the information contained in Exhibit 10.1, Exhibit 99.1, and Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

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Share Issuance to XJ

As previously published in the Company's press release in November 2025, the Company has agreed to issue shares to XJ Harbour HK Limited ("XJ") to set-off liabilities to XJ of USD 26,962,158.90 (which includes accrued interest). In November 2025, the Company and XJ agreed to issue shares of the Company at a share price of USD 2.15 per share. In a shareholders' meeting held on December 23, 2025, the Company's shareholders have authorized the share issuance to XJ. As a result, a total of 12,540,539 shares of the Company have been issued to XJ on January 16, 2026 on which date the set-off of the outstanding XJ liabilities will take effect automatically.

Prior to the issuance to XJ, 43.06 million shares of the Company were outstanding. Following the completion of the share issuance to XJ, 55.6 million shares of the Company are now outstanding. Of the total number of shares outstanding, 5 million shares are earn-out shares held by Christian Schmid and Anette Schmid which are subject to cancellation as set out in the Company's previous public filings including in the earn-out agreement dated January 29, 2024 (all 5 million shares will be cancelled unless the share price of the Company reaches USD 15.00 (in relation to 2.5 million shares), respectively, USD 18.00 (in relation to another 2.5 million shares) three years after the closing of the de-SPAC with Pegasus Digital Mobility Acquisition Corp on April 30, 2027).

Press Release Furnished as Exhibits

On January 20, 2026, the Company issued a press release, which is furnished herewith as Exhibit 99.1, in relation to the Investment Agreement and the share issuance to XJ.

The information furnished in this Form 6-K, including the information contained in Exhibit 10.1 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Caution Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the Company’s plan to regain compliance with Nasdaq’s rules, the Company’s plans and expectations about the completion and filing of the FY 2024 Form 20-F, and the timing thereof, planned financing transactions of the Company, and the Company's future financial performance. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to, the timing of the Company’s submission of a plan to regain compliance, Nasdaq’s acceptance of the plan, the duration of any extension that may be granted by Nasdaq, the potential inability to meet Nasdaq’s requirements, the Company’s preparation of the FY 2024 Form 20-F, the possibility of additional delays in the filing of the FY 2024 Form 20-F, unexpected delays in securing financing or changes to financing agreements and the other risks and uncertainties described in the Company’s SEC reports and under the heading “Risk Factors” in its most recent annual report on Form 20-F which are available at www.sec.gov. These forward-looking statements speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.

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The following exhibit is furnished herewith
Exhibit Number
10.1	Term Loan Facility Agreement dated December 16, 2025
99.1	Press release dated December 17, 2025 announcing the appointment of new Company CFO and signing of term loan facility.
99.2	Press release dated December 17, 2025 announcing unaudited half year 2025 financial results and guidance.

The following exhibit is furnished herewith

Exhibit Number
10.1	Investment Agreement dated January 18, 2026 (including exhibits and schedules thereto)
99.1	Press release dated January 21, 2026

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 17, 2025	SCHMID Group N.V.
Dated: January 21, 2026	SCHMID Group N.V.
	By:	/s/ ~~Julia~~Arthur ~~Natterer~~Schuetz
	Name:	~~Julia~~Arthur ~~Natterer~~Schuetz
	Title:	Chief Financial Officer

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Filing Compare · SCHMID Group N.V.