| EARNINGS PER SHARE |
| | | | | | | | | | | | Jan 1 – Jun 30, 2026 | | Jan 1 – Jun 30, 2025 | Net income (loss) attributable to owners of the group (€ thousand) | | (47,840) | | (10,123) | Weighted average number of ordinary shares outstanding (basic) | | 56,874,242 | | 43,062,427 | Basic loss per share (€) | | (0.84) | | (0.24) | Weighted average number of ordinary shares outstanding (diluted) | | 56,874,242 | | 43,062,427 | Diluted loss per share (€) | | (0.84) | | (0.24) |
Potential ordinary shares from outstanding convertible notes, warrants, options, and earn-out shares were excluded from diluted EPS in both periods, as their inclusion would be anti-dilutive in a loss position (IAS 33.43). | ● | Earn-out shares: The Company has 5,000,000 earn-out shares issued and outstanding, which are subject to vesting conditions based on the trading price of the Company’s ordinary shares. 2,500,000 shares will vest if the ordinary share price equals or exceeds $15.00 for 20 out of 30 consecutive trading days, and a further 2,500,000 shares will vest if the ordinary share price equals or exceeds $18.00 for 20 out of 30 consecutive trading days, in each case by April 30, 2027. As the applicable conditions had not been met as of June 30, 2026, these shares have not been included in the calculation of diluted earnings per share. |
| ● | 2028 Convertible Notes: In January and March 2026, the Company issued $30.0 million in aggregate principal amount of senior convertible notes. As of June 30, 2026, $12.0 million in principal amount remained outstanding. The notes are convertible into ordinary shares subject to the terms and conditions of the respective note agreements. The potential ordinary shares issuable upon conversion have not been included in the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
| ● | 2028 Convertible Notes Warrants: In connection with the issuance of the 2028 Convertible Notes, the Company issued warrants exercisable for an aggregate of 3,744,150 ordinary shares at an exercise price of $8.0125 per share. The potential ordinary shares issuable upon exercise of these warrants have not been included in the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
| ● | 2025 Convertible Loan: The Company has a €2.5 million convertible loan with Black Forest Special Situations I. The loan is convertible into ordinary shares in accordance with its terms. The potential ordinary shares issuable upon conversion have not been included in the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
| ● | 2025 Options: Black Forest Special Situations I holds options to acquire 1,250,000 ordinary shares at an exercise price of $4.1956 per share. The potential ordinary shares issuable upon exercise of these options have not been included in the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
| ● | Public and private warrants: The Company has 21,000,000 public and private warrants outstanding, which are exercisable or may otherwise result in the issuance of ordinary shares subject to the terms of the applicable warrant agreements. The potential ordinary shares issuable upon exercise of these warrants have not been included in the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
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18.EARNINGS PER SHARE Basic earnings per share is calculated by dividing the profit or loss for the period attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the profit or loss attributable to ordinary equity holders of the Company and the weighted average number of shares in issue during the year for the effects of all dilutive potential ordinary shares. The following table reflects the net income (loss) and share data used in the basic and diluted EPS calculations: Basic and diluted earnings per share | | | | | | | | | | | | | | | | 2025 | | 2024 | | 2023 | | | in € | | in € | | in € | Total basic and diluted earnings per share attributable to the ordinary equity holders of the company | | (1.87) | | (2.41) | | 1.28 |
Reconciliations of earnings used in calculating earnings per share | | | | | | | | | | | | | | in € thousands | | 2025 | | 2024 | | 2023 | Profit / (Loss) from continuing operations as presented in the statement of profit or loss | | (71,042) | | (84,111) | | 36,868 |
Weighted average number of shares used as the denominator | | | | | | | | | | | | | | | | 2025 | | 2024 | | 2023 | Weighted average number of ordinary shares used as the denominator in calculating basic and diluted earnings per share | | 38,062,427 | | 34,935,357 | | 28,725,000 |
The 1,250,000 potentially dilutive shares from the agreement with Black Forest have not been included in the calculation of diluted earnings per share as they are anti-dilutive for the year ended December 31, 2025. Please refer to Note 29. Non-current and current financial liabilities for further information. Warrant liabilities Warrants granted to the original shareholders of Pegasus SPAC are considered to be potential ordinary shares. The warrants are in connection with the merger of Pegasus SPAC into Merger Sub Corp, a wholly owned subsidiary of SCHMID Group N.V. in 2024. SCHMID Group N.V. issued 21 million private warrants in replacement of the 21 million Pegasus warrants still outstanding on the closing date. The warrants have not been included in the calculation of diluted earnings per share from their date of issue (30 April 2024), because they are anti-dilutive for the year ended December 31, 2025 and 2024. The warrants could potentially dilute basic earnings per share in the future. Earnout Shares 5,000,000 SCHMID N.V. shares are issuable pursuant to the Earnout Agreement and are considered to be potential ordinary shares. The shares are conditional upon share price increases and there are no service conditions that are required to be met. The conditions are as follows: 50% (2,500,000) of the earnout shares shall vest upon the occurrence of the share price being greater than $15.00 for a period of more than 20 days out of 30 consecutive trading days after the Closing Date within 3 years, the remaining 50% of the earnout shares shall vest upon the occurrence of the share price being greater than $18.00 for a period of more than 20 days out of 30 consecutive trading days after the Closing Date within 3 years. They would have been included in the determination of diluted earnings per share if the required vesting conditions would have been met based on the share price increases up to the reporting date and to the extent to which they are dilutive. The earnout shares have not been included in the determination of the basic earnings per share.
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