Aebi Schmidt Holding AEBI Form 10-Q filing Q1 FY2026

PART I—FINANCIAL INFORMATION

Item 6. Exhibits 36 Signatures 37

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

See accompanying Notes to Condensed Consolidated Financial Statements

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

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See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

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See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

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See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

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See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

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AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

As used herein, the term “the Company” or “Aebi Schmidt” refers to Aebi Schmidt Holding AG and its subsidiaries unless designated or identified otherwise.

Nature of Operations

The Company is a provider of innovative technical products for cleaning and clearing traffic areas as well as mowing green spaces in particularly challenging terrain. The range of products comprises vehicles, attachable and demountable devices for individual vehicle equipment as well as related services. In addition, the Company manufactures and assembles specialty vehicles for commercial and recreational applications, including walk-in vans, truck bodies for last-mile delivery, vocation-specific upfit solutions, and luxury motorhome chassis. It also offers replacement parts, repair, maintenance, and refurbishment services for these vehicles. Aebi Schmidt Holding AG covers the European and North American markets with its own sales organizations, while clients outside of these markets are served either directly by the exporting subsidiary or indirectly by the worldwide dealer network.

The Shyft Transaction

On December 16, 2024, the Company entered into an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), by and among The Shyft Group, Inc., a Michigan corporation (“Shyft”), the Company, ASH US Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly owned subsidiary of Holdco (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Shyft (the “Merger”, and the time at which the Merger is effective, the “Effective Time”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt (the transactions contemplated by the Merger Agreement, the “Transactions”). “Combined Company” refers to Aebi Schmidt as of and following the Effective Time.

At the Effective Time (July 1, 2025), each share of common stock, no par value, of Shyft (“Shyft Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Shyft Common Stock that are held as of immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) automatically converted into the right to receive 1.040166432 (the “Exchange Ratio”) shares of fully paid and nonassessable shares of common stock, par value $1.00 per share, of Aebi Schmidt (“Aebi Schmidt Common Stock”), on the terms and subject to the conditions set forth in the Merger Agreement.

Immediately following the Effective Time, the holders of shares of Shyft Common Stock as of immediately prior to the Effective Time owned approximately 48% of the issued and outstanding shares of Aebi Schmidt Common Stock and the holders of shares of Aebi Schmidt Common Stock as of immediately prior to the Effective Time owned approximately 52% of the issued and outstanding shares of Aebi Schmidt Common Stock.

Immediately following the Effective Time, the Board of Directors of the Combined Company was composed of eleven members, six of whom were designated by Aebi Schmidt and five of whom were designated by Shyft. James A. Sharman, the Chairman of the Shyft Board of Directors as of immediately prior to the Effective Time, serves as the Chairman of the Board of Directors of the Combined Company (the “Combined Company Board”) following the Effective Time. Barend Fruithof, current CEO of Aebi Schmidt, serves as Vice Chairman and Peter Spuhler, former Chairman of Aebi Schmidt, serves on the Combined Company Board.

The Merger is accounted for as a forward merger using the acquisition method of accounting, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Aebi Schmidt treated as the legal and accounting acquirer and Shyft treated as the legal and accounting acquiree. For further information regarding the Shyft Transaction please refer to Note 12 – Business Combination.

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Basis of Presentation and Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Aebi Schmidt Holding AG and its subsidiaries and have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States (“U.S.”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. All inter-company transactions and balances have been eliminated. The accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair statement of these interim financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 19, 2026 (the “Form 10-K”).

For a description of key accounting policies followed, refer to the footnotes to Aebi Schmidt Holding AG consolidated financial statements for the year ended December 31, 2025, included in our Form 10-K.

Forward Stock Split. On July 1, 2025, the Company effected a forward stock split of its issued and outstanding common stock, par value $1.00 per share, at a ratio of 1-for-7.5 (the “2025 Forward Stock Split”). Shares of common stock were proportionately increased.

All of the Company’s historical share and per share information related to issued and outstanding common stock in these condensed consolidated financial statements have been adjusted, on a retroactive basis, to reflect the 2025 Forward Stock Split.

Recently Issued Accounting Pronouncements Adopted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which simplifies the estimation of credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606. The Company adopted ASU 2025-05 as of January 1, 2026 on a prospective basis. Adoption did not impact the Company's consolidated results of operations, financial position, or cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) (“ASU 2024-03”). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to Consolidated Financial Statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the Consolidated Financial Statements. Early adoption is also permitted. This ASU will result in the required additional disclosures being included in the Consolidated Financial Statements, once adopted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Consolidated Financial Statements.

In January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for the fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of these statements on the Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages throughout Subtopic 350-40 and clarify the threshold entities apply to begin capitalizing costs.

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Entities must evaluate whether there is “significant development uncertainty,” such as unresolved novel functionality or substantially revised performance requirements, before meeting this capitalization threshold. ASU 2025-06 is effective for the Company for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-06 on the Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants - Accounting for Government Grants Received by Business Entities (Topic 832) (“ASU 2025-10”). ASU 2025-10 provides the guidance on the recognition, measurement, and presentation of government grants related to an asset or to income. ASU 2025-10 is effective for the Company for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-10 on the Consolidated Financial Statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income (loss) and comprehensive income (loss) and statements of cash flows.

NOTE 2 – REVENUE

Contract Assets and Liabilities

The tables below disclose changes in contract assets and liabilities for the three months ended March 31, 2026 and 2025.

The aggregate amount of the transaction price allocated to remaining performance obligations in existing contracts that are yet to be completed in the North America and Europe and Rest of the World (“ROW”) segments are $1,056,339 and $201,306 respectively, with substantially all revenue expected to be recognized within one year as of March 31, 2026.

For performance obligations that are satisfied over time, revenue is expected to be recognized over the period to complete the contract. For performance obligations that are satisfied at a point in time, revenue is expected to be recognized when the customer obtains control of the product, which is generally upon shipment from our facility. No amounts have been excluded from the transaction prices above related to the guidance on constraining estimates of variable consideration.

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In the following tables, revenue is disaggregated by primary geographical market and timing of revenue recognition. The tables also include a reconciliation of the disaggregated revenue with the reportable segments.

NOTE 3 – INVENTORIES

Inventories are summarized as follows:

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NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized by major classifications as follows:

The Company recorded depreciation expense of $5,513 and $2,845 during the three months ended March 31, 2026 and 2025, respectively.

NOTE 5 – LEASES

The Company has both operating and finance leases for land, buildings, machinery, vehicles and certain equipment. Our leases have remaining lease terms of 1 to 25 years, some of which include options to extend the lease agreements for up to 12 years. Our leases do not contain residual value guarantees. As of March 31, 2026, and December 31, 2025, assets recorded under finance leases were immaterial.

Operating lease expenses are classified as cost of products sold and selling, general and administrative on the Condensed Consolidated Statements of Operations. The components of lease expense were as follows:

The weighted average remaining lease term and weighted average discount rate were as follows:

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Supplemental cash flow information related to leases was as follows:

Maturities of lease liabilities as of March 31, 2026, are as follows:

NOTE 6 – INCOME TAXES

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.

Our income tax expense was $488 and $787 for the three months ended March 31, 2026, and 2025, respectively. The tax expense represented a 42.1% and 27.6% effective tax rate for the three months ended March 31, 2026, and 2025, respectively.

The Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two global corporate minimum tax rate of 15% has been in effect since 2024 and applies for companies with revenues of at least €750 million. The Company is subject to the Pillar Two regulations. The Company has continued to evaluate the effect of this through the first quarter of 2026 and determined that it did not have any material impacts for the current year. The Company will continue to assess the impact of the Pillar Two minimum tax regulations, including the impact from additional clarifications that are published by OECD and local tax authorities.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act of 2025 (“OBBBA”) into law. The OBBBA includes provisions allowing accelerated tax deductions for qualified property and research expenditures and limitations on business interest deductions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others

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being implemented through 2027. The enactment of the OBBBA did not have a material impact on the Company’s effective tax rate for the three months ended March 31, 2026. Administrative guidance interpreting the OBBBA will be released over coming quarters which the Company will continue to monitor.

NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES

Warranty Related

We provide limited warranties against assembly or construction defects. These warranties generally provide for the replacement or repair of defective parts or workmanship for a specified period following the date of sale. The end users also may receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles.

Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of our historical experience. We provide for any such warranty issues as they become known and are estimable. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters beyond the scope of our historical experience. An estimate of possible penalty or loss, if any, cannot be made at this time.

Changes in the warranty liability are summarized below:

Long-term warranty provision amounting to $2,586 and $1,807 as of March 31, 2026 and 2025, respectively is included within the Other non-current liabilities in the Condensed Consolidated Balance Sheets.

Chassis Pool Agreements

As of March 31, 2026, and December 31, 2025, chassis consigned inventory was approximately $77,502 and $119,091 respectively. The Company incurred $1,351 and $309 of interest expense related to the chassis on hand during the three months ended March 31, 2026 and 2025, respectively. For additional information regarding our chassis pool agreements, refer to our audited consolidated financial statements and footnotes in the Company’s Form 10-K. For further information regarding our chassis pool agreements, please refer to “Note 8 - Commitments and Contingent Liabilities” in the Company’s Form 10-K.

NOTE 8 – DEFINED BENEFIT PENSION PLANS

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The components of net periodic pension and other postretirement cost, other than service cost, are included in Other income (expense) in our Condensed Consolidated Statements of Operations.

NOTE 9 – DEBT

Debt consists of the following:

Term loan, Facility A, due 2030

Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $350,000. The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin. The margin increases with the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.307%.

As of March 31, 2026, debt issuance costs of $4,532 are deferred and amortized based on the effective interest method and $267 have been written off for the three months ended March 31, 2026.

The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets). In addition, the credit facilities agreement governing Facility A (the “New Credit Facilities Agreement”) also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Revolving credit facility, due 2030

The New Credit Facilities Agreement also provides for a multicurrency senior secured revolving loan facility (the “Revolving Facility”) with a total commitment amount of up to $250,000. The interest rate is variable and based on the applicable a reference rate (SOFR, SARON, EURIBOR), plus a margin. The margin increases with the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.253%.

As of March 31, 2026, debt issuance costs of $3,237 are deferred and amortized based on a straight-line basis over the term of the debt and $190 have been written off for the three months ended March 31, 2026.

The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets). In addition, the New Credit Facilities Agreement also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Shareholder loans

As of March 31, 2026 and December 31, 2025, there were subordinated shareholder loans totaling CHF13,563 (2026: $16,962, 2025: $17,110) and EUR15,000 (2026: $17,247, 2025: $17,626) from PCS Holding AG, as well as CHF10,000 (2026: $12,506, 2025: $12,615) and EUR10,000 (2026: $11,498, 2025: $11,750) from Gebuka AG. The loans are originally granted for a fixed term, but the term will be extended if the loan agreement is not terminated 90 days prior to the

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end date or if an extension agreement is signed. The change in the loan balance as of March 31, 2026 and December 31, 2025, is solely due to foreign exchange rate fluctuations. These shareholder loans were renewed and amended in connection with entry into the New Credit Facilities Agreement.

Other debt

In the first quarter of 2026, the Company entered into an uncommitted revolving credit facility with a maximum availability of $20,000 and maturity date February 9, 2027. The facility bears interest at variable rates based on applicable reference rates (e.g., SOFR, SARON or EURIBOR) plus a margin. The average interest rate for the three months ended March 31, 2026 was 5.923%. The agreement includes customary terms and conditions, including representations and warranties, events of default and covenants typical for facilities of this nature. The lender may cancel the facility any time on short notice. As of March 31, 2026, there was $20,000 outstanding under the facility. This debt is included in “Other debt” in the table above.

Off-balance sheet arrangements

The contingent liabilities include guarantees amounting to $19,234 and $20,246 as of March 31, 2026 and December 31, 2025, respectively. Through the normal course of bidding for and executing certain projects, the Company has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if the Company does not fulfil its contractual obligations. If a performance bond is drawn, the Company would have an obligation to reimburse the financial institution for amounts paid. There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the three months ended March 31, 2026 and 2025.

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of AOCI, net of tax are as follows:

NOTE 11 – EARNINGS PER SHARE

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential outstanding shares of common stock during the period. Potential shares of common stock are calculated using the treasury-stock method and consist of incremental shares issuable upon the vesting of the equity classified restricted stock awards granted in June 2025, Aebi Schmidt restricted stock awards (“RSAs”) and the Aebi Schmidt restricted stock units (“RSUs”). The computation of both earnings per share is as follows:

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NOTE 12 – BUSINESS COMBINATION

On July 1, 2025 (“Acquisition Date”), the Company acquired all outstanding equity of Shyft, a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, pursuant to the Merger Agreement. For further information regarding the Merger please refer to “Note 1- Nature of Operations and Basis of Presentation”.

The Company acquired 100% of Shyft’s voting equity interests, with the primary motivation being to enhance the Company’s product offerings in specialty vehicle solutions, expand market share in North America, and leverage Shyft’s innovative design and manufacturing capabilities. Shyft will expand the Company’s ability to provide customized vehicle solutions, including walk-in vans, truck bodies, and luxury Class A diesel motorhome custom chassis to a diverse clientele, including commercial users, original equipment manufacturers, dealers, and governmental entities, thereby providing a diversified portfolio that mitigates risk across various market cycles. Shyft was headquartered in Novi, Michigan, and is integrated into the North America Segment. Shyft’s annual sales in 2024 were $786,176.

The total consideration transferred was approximately $443,103. The assets acquired and liabilities assumed were recorded at their fair values as of the Acquisition Date. The Shyft acquisition was accounted for using the acquisition method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include Brand, Technology, Customer relationships and Order backlog. The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. In accordance with ASC 805-30-50-1(a), the goodwill recognized in this acquisition is attributed to several qualitative factors, including expected synergies from the integration of the operations of the acquiree and the acquirer, intangible assets that do not qualify for separate recognition, and other relevant factors. All of the goodwill has been assigned to the North America reporting unit, which is included in the North America reportable segment. Goodwill totaled $182,492 and is not deductible for tax purposes.

In accordance with ASC 805, the allocation of the purchase price for the acquisition of Shyft is preliminary and subject to adjustment during the measurement period, which may extend up to one year from the Acquisition Date. The initial allocation of assets acquired and liabilities assumed is based on preliminary estimates and assumptions, and as such, the values assigned to certain working capital balances, identifiable intangible assets, property, plant and equipment, taxes, and contingent liabilities may be adjusted as additional information becomes available. These adjustments could result in changes to the amounts recognized in the Consolidated Financial Statements, including potential adjustments to the goodwill recognized. The Company will continue to refine its estimates and assumptions as it obtains more information, and any adjustments identified during the measurement period will be recognized in the reporting period in which the adjustments are determined.

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The Company (i) issued and delivered to Shyft shareholders an aggregate of 36,350,634 shares of Aebi Schmidt Common Stock at $12.06 per share, (ii) paid to Shyft fractional shareholders an aggregate amount in cash equal to $2 (the “Cash Consideration”) and (iii) replaced Shyft equity awards amounting to $4,866 that are allocated to consideration transferred as they relate to the pre-acquisition period. The $443,103 of common stock was entirely comprised of Aebi Schmidt Common Stock, par value $1.00.

The purchase price was comprised of the following:

(1) Includes vested Shyft Director RSU awards.

(2) The fair value of the share consideration and the replacement awards issued to Shyft employees was determined using Shyft’s stock price, as it was considered more reliably measurable than the stock price of Aebi Schmidt. The measurement was based on Shyft’s stock price as of June 30, 2025, the last trading day prior to delisting, which occurred on the Acquisition Date of July 1, 2025.

(3) Represents the estimated fair value of Shyft RSAs, Shyft RSUs (other than Shyft Director RSUs), and Shyft performance stock units (“PSUs”) attributable to pre-combination services. $501 of Shyft RSAs, $1,585 of Shyft RSUs, and $2,780 of Shyft PSUs are attributed to pre-combination service.

The total number of shares of Aebi Schmidt Common Stock issued as consideration, after adjusting for unvested RSAs, vested Director RSUs, and excluding fractional shares settled in cash, was 36,696,981 shares. This total comprises 36,350,634 shares issued to Shyft shareholders, of which 105,874 relating to Aebi Schmidt RSAs exchanged for Shyft RSAs that have not fully vested, and 346,347 shares that accelerated vesting upon a termination and change in control (double trigger provision). For further information regarding stock based compensation, please refer to “Note 13 - Stock Based Compensation and Equity” in the Company's Form 10-K.

Acquisition costs in connection with the Merger incurred by the Company include acquisition-related legal and other professional fees in the total amount of $19,169 as of the Acquisition Date, which are recognized as $14,765 and $4,404 in the income statement for the year ended December 31, 2025 and 2024, respectively. All amounts were recorded within other income (expense) for the respective periods.

The table below presents the preliminary purchase price allocation to the estimated fair value of identifiable assets acquired and liabilities assumed as of the Acquisition Date. Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. In the fourth quarter of 2025, the Company recorded measurement period adjustments to cash and cash equivalents, other current liabilities and accrued expenses, and intangible assets. We also adjusted deferred tax liabilities in the fourth quarter of 2025 to reflect measurement‑period refinements to our estimated deferred tax calculation. In the first quarter of 2026, the Company recorded measurement period adjustments to other current liabilities and accrued expenses. The offset to these adjustments were recorded as a net decrease to goodwill.

The purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows:

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The value of accounts receivables acquired approximates the gross contractual amount of accounts receivable. The contractual amount not expected to be collected is immaterial.

As part of the business combination, the Company recognized contingent liabilities of $8,246 related to certain commitments. The Company measured these contingencies at fair value and the liabilities reflect management's best estimate of future payments related to these arrangements, which depends on final negotiated terms following the acquisition. The valuation incorporates probability-weighted scenarios based on expected outcomes. The Company continues to monitor these arrangements and will adjust the fair value as necessary in future reporting periods.

Intangible assets totaling $182,786 have provisionally been assigned to Brand, Technology, Customer relationships and Order backlog as a result of the acquisition. The fair value of Customer relationships was determined using an income approach methodology, specifically the multi-period excess earnings method. The fair value of Brand and Technology was determined using an income approach methodology, specifically the relief from royalty method. Significant assumptions used in estimating future cash flows included projected revenue growth rates and discount rate for customer relationships and projected revenue growth rates, royalty rate and discount rate for brand. Intangible assets consist of the following (in thousands):

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The Company amortizes the Brand, Technology, Customer relationships and Order backlog utilizing a straight-line approach.

For the three months ended March 31, 2026, Shyft generated revenue of $186,304 and operating income of $1,652, which are included in the accompanying condensed consolidated financial statements.

The Company has applied the practical expedient in ASC 805-20-30-29 for contract assets and contract liabilities acquired in the business combination. Acquired contract assets and liabilities in the scope of ASC 606 are an exception to the ASC 805 fair value measurement principle and were measured as if Aebi Schmidt had originated the acquired contract. For each contract Aebi Schmidt reassessed the identification of performance obligations, determination of transaction price, allocation of transaction price, and measure of progress for each performance obligation as if Aebi Schmidt has been party to the original contract and recognized the resulting contract asset or liability as an asset acquired or a liability assumed. The application of this expedient aligns with the acquiree’s historical accounting and is not expected to materially affect the condensed consolidated financial statements. The Company continues to evaluate the impact of these items in subsequent periods as part of its ongoing revenue recognition processes.

Supplemental Pro Forma (unaudited)

The following table summarizes the unaudited supplemental pro forma financial information for the three-month period ended March 31, 2025, as if the acquisition was completed on January 1, 2025. The unaudited pro forma information was prepared in accordance with the requirements of ASC 805. Pro forma adjustments have been made to reflect the impact of incremental non-recurring acquisition-related adjustments, including transaction costs of $10,122, cash retention awards of $2,022, share-based compensation of $1,390, employee severance of $15,140 and adjustment related to fair value step-up to inventory of $936. The adjustments also include the interest expense related to the debt modification, amortization of acquired intangible assets and lease remeasurement, depreciation of the fair-valued tangible assets, and the related tax effects of these adjustments.

The unaudited supplemental pro forma financial information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the transaction been completed on January 1, 2025, nor is it necessarily indicative of future operating results of the combined entity. The unaudited pro forma financial information for the three-month period ended March 31, 2025, is a result of combining the consolidated income statement of the Company with the results of the net assets acquired from Shyft. The pro forma results do not include any cost savings and synergies anticipated as a result of the transaction. We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

NOTE 13 – SEGMENTS

The Company identifies its operating and reportable segments based on the management structure and the financial data utilized by the chief operating decision maker (“CODM”), which was determined to be the Board of Directors, to assess segment performance and allocate resources among the operating units.

The Company’s segment reporting policy identifies two operating segments, North America, and Europe and the Rest of the World, (“ROW”), as reportable segments. Financial results for each segment are presented separately to provide transparency and insight into the performance and resources of each geographic area, consistent with how the CODM reviews and assesses the Company’s operations.

The CODM evaluates the performance of their reportable segments based on Segment Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), which is defined as net income before interest, taxes, depreciation, and

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amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, bargain purchase gains on acquisitions, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items.

Interest expense and taxes on income are not included in the information utilized by the CODM to assess segment performance and allocate resources, and accordingly, are excluded from the segment results presented below.

The Company’s Board of Directors assesses the Segment Adjusted EBITDA to compare to historical trends and the forecast to assess segment results, allocate capital, make strategic decisions and identify areas of opportunity.

Sales and other financial information by reportable segment for the three months ended March 31, 2026, and March 31, 2025, are as follows:

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Segment Adjusted EBITDA is as follows:

(1) Other segment items include, other operating income and expenses, other income and expenses, depreciation and amortization, transaction related expenses, non-service cost related pension expense and legacy plan, foreign exchange gain on external debts and other non-recurring.

The reconciliation of total Segment Adjusted EBITDA to Income before income taxes as follows:

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The following table presents sales disaggregated by geography which exceed 10% of total sales:

The following table presents assets disaggregated by geography that exceeds 10% of total assets:

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

non-GAAP financial measures (i.e., Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

The following table presents a summary of Aebi Schmidt’s key performance indicators for the three months ended March 31, 2026 and March 31, 2025.

(1) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the section titled “Non-GAAP Financial Measures” below for the definitions of these measures and the reconciliations to the most directly comparable U.S. GAAP financial measure.

Results of Operations

Three months ended March 31, 2026 compared with three months ended March 31, 2025

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Results for Aebi Schmidt for the three months ended March 31, 2026, compared to results for the three months ended March 31, 2025.

Sales

Sales increased by $206.3 million, or 83%, to $455.5 million in the three months ended March 31, 2026, from $249.2 million in the three months ended March 31, 2025. The increase in sales was primarily driven by sales attributed to Shyft of $186.3 million, an increase in new business sales of $10.1 million, and an increase in after sales of $9.9 million.

Cost of products sold

Cost of products sold increased by $172.3 million, or 88%, to $368.2 million in the three months ended March 31, 2026, from $195.9 million in the three months ended March 31, 2025. The increase in cost of products sold was primarily driven by $156.8 million in costs attributable to Shyft, an increase of $9.7 million in costs related to new business sales, and an increase of $5.7 million in costs related to after sales.

Research and development expense

Research and development expense increased by $2.1 million, or 45%, to $6.7 million in the three months ended March 31, 2026, from $4.6 million in the three months ended March 31, 2025 primarily driven by an increase of $1.0 million in activity attributable to Shyft and the development of product solutions.

Selling, general and administrative expense

Selling, general and administrative expense increased by $27.8 million, or 91%, to $58.5 million in the three months ended March 31, 2026, from $30.7 million in the three months ended March 31, 2025. The increase in selling, general and administrative expense was primarily driven by an increase of $22.3 million in costs attributable to Shyft, an increase in sales department costs of $2.2 million, an increase in finance department costs of $1.6 million, and an increase in IT costs of $1.3 million.

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Amortization of purchased intangibles

Amortization of purchased intangibles increased by $4.5 million, or 125%, to $8.1 million in the three months ended March 31, 2026, from $3.6 million in the three months ended March 31, 2025. The increase is primarily attributable to amortization of $4.5 million related to the intangible assets acquired as part of the Merger with Shyft.

Other operating (income) expense

Other operating income increased by $1.3 million to $1.3 million in the three months ended March 31, 2026, from other operating income of $0.0 million in the three months ended March 31, 2025. The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $1.0 million and an increase in other income net of other expense of $0.3 million.

Interest expense

Interest expense increased by $4.9 million, or 75%, to $11.4 million in the three months ended March 31, 2026, from $6.5 million in the three months ended March 31, 2025. The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $3.6 million, the incurrence of $0.5 million in costs related to the debt refinancing in connection with the Merger, and an increase in interest expense attributable to Shyft of $0.8 million.

Other income (expense)

Other expense decreased by $2.1 million to $2.9 million in the three months ended March 31, 2026, from other expense of $5.0 million in the three months ended March 31, 2025. The decrease in other expense was primarily driven by a decrease in transaction related expense of $4.6 million and decreases in net foreign exchange losses on financial positions of $0.7 million, partially offset by the incurrence of integration costs of $2.0 million and costs of legal proceedings and settlements of $1.4 million.

Income tax (expense) benefit

Income tax expense decreased by $0.3 million, or 38%, to $0.5 million in the three months ended March 31, 2026, from income tax expense of $0.8 million in the three months ended March 31, 2025. The decrease in income tax expense was primarily driven by lower taxable income in the three months ended March 31, 2026.

Segment Results of Operations

Aebi Schmidt operates its business as two reportable segments: (i) North America and (ii) Europe and ROW. Both segments operate separately with limited cross-selling activities. The information below includes Sales and Adjusted EBITDA by reportable segment, consistent with information presented for financial reporting purposes in Note 13 to Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Three Months Ended March 31, 2026 compared with three months ended March 31, 2025

North America

Sales for Aebi Schmidt’s North America segment increased by $190.0 million, or 129.0%, to $337.3 million in the three months ended March 31, 2026, from $147.3 million in the three months ended March 31, 2025. The increase in sales

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was primarily driven by sales attributable to Shyft of $186.3 million, an increase in sales of new products of $1.8 million, and an increase in after sales of $1.9 million.

Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $7.3 million, or 38.5%, to $26.4 million for the three months ended March 31, 2026, from $19.0 million for the three months ended March 31, 2025. The increase in Adjusted EBITDA was primarily driven by the addition of $10.6 million in activity attributable to Shyft, along with an increase in segment gross margin of $1.4 million, partially offset by an increase in selling, general and administrative expenses of $4.5 million, and a decrease in other segment items of $0.2 million.

Europe and ROW

Sales for Aebi Schmidt’s Europe and ROW segment increased by $16.3 million, or 16.0%, to $118.2 million in the three months ended March 31, 2026, from $101.9 million in the three months ended March 31, 2025. The increase in sales was driven by an increase in sales of new products of $8.3 million and an increase in after sales of $8.0 million.

Adjusted EBITDA for Aebi Schmidt’s Europe and ROW segment increased by $4.5 million, or 201.4%, to $6.8 million in the three months ended March 31, 2026, from $2.2 million in the three months ended March 31, 2025. The increase in Adjusted EBITDA was driven by an increase in segment gross margin of $3.2 million and an increase in other segment items of $3.4 million, partially offset by an increase in research and development expense of $1.0 million and an increase in selling, general and administrative expenses of $1.0 million.

Non-GAAP Financial Measures

Aebi Schmidt utilizes non-GAAP financial measures, Adjusted EBITDA and Adjusted EBITDA margin, to complement its U.S. GAAP reporting and to assist stakeholders in evaluating and comparing its financial and operational performance over multiple periods, identifying trends affecting its business, formulating business plans, and making strategic decisions. There can be no assurance that Aebi Schmidt will not modify the presentation of its non-GAAP financial measures in the future, and any such modification may be material.

Aebi Schmidt defines Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, integration costs, bargain purchase gains on acquisitions, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.

In evaluating Adjusted EBITDA, you should be aware that in the future Aebi Schmidt may incur expenses that are the same as or similar to some of the adjustments in such presentation. Aebi Schmidt’s presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA and Adjusted EBITDA margin have important limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of Aebi Schmidt’s operating results as reported under U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA margin may be defined differently by other companies in its industry and may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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Liquidity and Capital Resources

Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, its revolving credit facility (the “Revolving Credit Facility”) and other debt issuances, and existing cash balances of $115.9 million as of March 31, 2026. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.

As of March 31, 2026, Aebi Schmidt had $441.9 million of net working capital (i.e., current assets minus current liabilities) compared to $416.5 million of net working capital as of December 31, 2025.

Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report and the foreseeable future thereafter, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.

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Cash Flows

Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Condensed Consolidated Statements of Cash Flows are summarized in the following table:

Net cash used in operating activities

Net cash used in operating activities decreased by $8.8 million, or 33%, to $17.7 million in the three months ended March 31, 2026, from cash used in operating activities of $26.6 million in the three months ended March 31, 2025. The decrease in net cash used in operating activities was primarily driven by a decrease in net income of $1.4 million, an increase of $12.4 million in inventory levels, a decrease in accounts payable of $29.6 million due to efficient liquidity management while increasing purchases of raw materials, a decrease in income tax payable and receivable of $1.6 million and a decrease in accrued compensation and related taxes of $3.2 million. These decreases were primarily offset by an increase in collection of accounts receivable and contract assets of $34.7 million, an increase in depreciation and amortization expense of $7.2 million, an increase in other assets and liabilities of $7.7 million, an increase in contract liabilities of $5.9 million, and an increase in deferred taxes of $0.9 million.

Net cash used in investing activities

Net cash used in investing activities decreased by $2.0 million, or 66%, to $1.1 million in the three months ended March 31, 2026, from cash used in investing activities of $3.1 million in the three months ended March 31, 2025. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant and equipment of $1.2 million and an increase on proceeds from sale of property, plant and equipment of $0.9 million.

Net cash provided by financing activities

Net cash provided by financing activities increased by $25.4 million, or 222%, to $36.8 million in the three months ended March 31, 2026, from $11.4 million in the three months ended March 31, 2025. The increase was primarily driven by an increase of proceeds, net of payments, of $23.9 million from long-term debt and a decrease in deferred payments made related to historical transactions of $4.8 million. The increase was partially offset by an increase in dividend payments of $2.0 million and the exercise and vesting of stock incentive awards of $1.2 million.

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Debt

Term loan, Facility A, due 2030

Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $350.0 million. The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.307%.

As of March 31, 2026, debt issuance costs of $4.5 million are deferred and amortized based on the effective interest method and $0.3 million have been written off for the three months ended March 31, 2026 due to the debt modification accounting.

The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets). In addition, credit facilities agreement governing Facility A (the “New Credit Facilities Agreement”) also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Revolving Credit Facility, due 2030

The New Credit Facilities Agreement also provides for the Revolving Facility, which is a multicurrency senior secured revolving loan facility with a total commitment amount of up to $250.0 million. The interest rate is variable and based on the applicable a reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.253%.

As of March 31, 2026, debt issuance costs of $3.2 million are deferred and amortized based on a straight-line basis over the term of the debt and $0.2 million have been written off for the three months ended March 31, 2026 due to the debt modification accounting.

The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets). In addition, the New Credit Facilities Agreement also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Shareholder loans

As of March 31, 2026 and December 31, 2025, there were subordinated shareholder loans totaling CHF13.6 million (2026: $17.0 million, 2025: $17.1 million) and EUR15.0 million (2026: $17.2 million, 2025: $17.6 million) from PCS Holding AG, as well as CHF10.0 million (2026: $12.5 million, 2025: $12.6 million) and EUR10.0 million (2026: $11.5 million, 2025: $11.8 million) from Gebuka AG.

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The loans are originally granted for a fixed term, but the term will be extended if the loan agreement is not terminated 90 days prior to the end date or if an extension agreement is signed. The change in the loan balance as of March 31, 2026 and December 31, 2025, is solely due to foreign exchange rate fluctuations. These shareholder loans were renewed and amended in connection with the New Credit Facilities Agreement.

Other debt

In the first quarter of 2026, the Company entered into an uncommitted revolving credit facility with a maximum availability of $20.0 million and maturity date February 9, 2027. The facility bears interest at variable rates based on applicable reference rates (e.g., SOFR, SARON or EURIBOR) plus a margin. The average interest rate for the three months ended March 31, 2026 was 5.923%. The agreement includes customary terms and conditions, including representations and warranties, events of default and covenants typical for facilities of this nature. The lender may cancel the facility any time on short notice. As of March 31, 2026, there was $20.0 million outstanding under the facility. This debt is included in “Other debt” in the table above.

Contingent Liabilities

Changes in Aebi Schmidt’s warranty liability during the three-month periods ended March 31, 2026 and 2025 were as follows:

Aebi Schmidt’s long-term warranty provisions amounting to $2.6 million and $1.8 million for the three-month periods ended March 31, 2026 and 2025, respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.

Contractual and Other Obligations

Aebi Schmidt is party to contractual and other material obligations (including any material cash obligations) involving commitments to make payments to third parties, and such commitments require a material amount of cash. As part of its normal course of business, Aebi Schmidt enters into contracts with suppliers for purchases of certain raw materials, components, and services to facilitate adequate supply of these materials and services. These arrangements may contain fixed or minimum quantity purchase requirements.

Refer to Note 7 – Commitments and Contingent Liabilities to Aebi Schmidt’s unaudited condensed consolidated financial statements for details on its cash obligations.

Off-Balance Sheet Arrangements

The contingent liabilities include guarantees amounting to $19.2 million and $20.2 million as of March 31, 2026 and December 31, 2025, respectively. Through the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if Aebi Schmidt does not fulfil its contractual obligations. If a performance bond is drawn, Aebi Schmidt would have an obligation to reimburse the financial institution for amounts paid. There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the three months ended March 31, 2026 and 2025.

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Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the three months ended March 31, 2026. Refer to the Company's Form 10-K for a summary of our policies.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Aebi Schmidt is exposed to market risks in the ordinary course of business, which primarily relate to fluctuations in foreign currency exchange and commodity prices. Since December 31, 2025, there have been no material changes in our foreign currency exposures, which is incorporated herein by reference, commodity prices, or interest rates. For a discussion of our exposure to market risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” in the Form 10-K, which is incorporated herein by reference.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report. Based on that evaluation as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Previously Identified Material Weakness in Internal Control over Financial Reporting

As previously disclosed in Aebi Schmidt’s Annual Report on Form 10-K for the year ended December 31, 2025, management identified material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Aebi Schmidt’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Aebi Schmidt’s management identified the following material weaknesses in its internal control over financial reporting:

i.A lack of designing and maintaining an effective control environment commensurate with Aebi Schmidt’s financial reporting requirements due to an insufficient number of professionals with an appropriate level of internal controls and technical U.S. GAAP knowledge, experience, and training to appropriately analyze, record, and disclose accounting matters, including complex, non-routine transactions accurately and timely.

ii.A lack of maintaining formal accounting policies and procedures and designing and maintaining controls related to significant accounts and disclosures to achieve complete, accurate, and timely financial accounting, reporting, and disclosures.

iii.A lack of consistently establishing appropriate authorities and responsibilities related to the segregation of duties in Aebi Schmidt's finance and accounting functions.

iv.A failure to design and maintain effective information technology (“IT”) general controls over user access, change management, and segregation of duties for SAP information systems in Europe that are relevant to the preparation of its financial statements.

v.A failure to design and maintain effective IT general controls over user access, change management, and segregation of duties for the remaining information systems that are relevant to the preparation of its financial statements.

The above control deficiencies did not result in a material misstatement to the financial statements. However, the IT general control deficiencies could affect the maintenance of effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports), which

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could result in misstatements that potentially impact all financial statement accounts and disclosures that would not be prevented or detected.

Remediation Plan

Aebi Schmidt’s management has a remediation plan to remediate the material weaknesses and will continue to evaluate the effectiveness of these remediation efforts.

The remediation plan includes the following actions:

a.Enhancing the Company’s accounting and finance organization by hiring additional personnel with appropriate U.S. GAAP technical accounting and SEC financial reporting requirements expertise.

b.Providing targeted training to existing personnel on U.S. GAAP technical accounting, internal control over financial reporting, and SEC financial reporting requirements.

c.Designing and implementing a formal financial reporting control framework, including strengthening management review controls and documentation standards.

d.Designing and implementing IT general and application controls for all systems that materially impact financial reporting, including user access, change management, and segregation of duties controls.

Management will continue to evaluate the effectiveness of these remediation efforts and will not consider the material weaknesses remediated until applicable controls are operational for a sufficient period, and management concludes through testing that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As of the date of this Quarterly Report, Aebi Schmidt is party, both as plaintiff or defendant, to a number of lawsuits and claims arising out of the normal conduct of its businesses. Aebi Schmidt’s management does not currently expect its financial position, future operating results or cash flows to be materially affected by the final outcome of these legal proceedings.

Item 1A. Risk Factors.

We have included in Part I, Item 1A of the Form 10-K for the year ended December 31, 2025, a description of certain risks and uncertainties that could affect our business, future performance or financial condition (the “Risk Factors”). There have been no material changes from the disclosure provided in the Form 10-K for the year ended December 31, 2025 with respect to the Risk Factors. Investors should consider the Risk Factors prior to making an investment decision with respect to our stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not make any unregistered sales of equity securities during the first quarter of 2026.

Item 5. Other Information.

Rule 10b5-1

During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

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Item 6. Exhibits.

(a)Exhibits. The following exhibits are filed as a part of this Quarterly Report on Form 10-Q:

Exhibit No. Document

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (32) Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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