Aebi Schmidt Holding AG 10-Q

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 2025. Item 5. Other Information. Pre-Closing Dividend On June 23, 2025, the Company’s Board of Directors resolved to propose to the general meeting of the shareholders the distribution of a dividend of CHF 2,475,733.34 (representing CHF 0.46 per share as of such date), to be made to shareholders of record as of June 23, 2025, with a payment date of June 30, 2025, subject to approval by the Company’s stockholders as required under Swiss law. It is anticipated that the general meeting of the shareholders will approve the dividend at a shareholder meeting being held on June 28, 2025. Rule 10b5-1 During the quarter ended March 31, 2025, 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). Page 51 of 53 Index Item 6. Exhibits. (a) Exhibits . The following exhibits are filed as a part of this Quarterly Report on Form 10-Q: Exhibit No. Document 10.1 Credit Facilities Agreement dated March 10, 2025, by and among Aebi Schmidt Holding AG as original borrower and original guarantor, certain subsidiaries of Aebi Schmidt Holding AG as original obligors, UBS Switzerland AG as mandated lead arranger, agent, security agent and original lender, Zürcher Kantonalbank as lead arranger and original lender, and the other lenders party thereto*# 10.2 Salary Adjustment Letter from Aebi Schmidt to Mr. Fruithof, dated February 25, 2025 (English translation from the original German) +# 10.3 Salary Adjustment Letter from Aebi Schmidt to Mr. Schewerda, dated March 28, 2025 +# 10.4 Salary Adjustment Letter from Aebi Schmidt to Mr. Schenkirsch, dated March 28, 2025 (English translation from the original German) +# 10.5 Lockup Letter, dated April 5, 2025, by and between Aebi Schmidt and John Dunn # 10.6 Form of Bonus Retention Agreement between Aebi Schmidt and certain officers of Aebi Schmidt and its subsidiaries, including Barend Fruithof, Thomas Schenkirsch and Steffen Schewerda, with respect to the “Retention Awards” described and defined in Aebi Schmidt’s Current Report on Form 8-K filed June 18, 2025. + 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) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aebi Schmidt agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. + Management contract or compensatory plan or agreement. # Previously filed. Page 52 of 53 Index SIGNATURES 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, thereunto duly authorized. Date: June 27, 2025 Aebi Schmidt Holding AG By: /s/ Barend Fruithof Name: Barend Fruithof Title: Group CEO By: /s/ Thomas Schenkirsch Name: Thomas Schenkirsch Title: Head Group Strategic Development By: /s/ Marco Portmann Name: Marco Portmann Title: Group CFO