Item 5. Other Information
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. The general meeting of the shareholders approved the
dividend at a shareholder meeting being held on June 28, 2025, and such dividend was paid on June 30, 2025.
Rule 10b5-1
During the quarter ended June 30, 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 58 of 60
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
Lockup Letter, dated April 5, 2025, by and between Aebi Schmidt and John Dunn, incorporated by reference from Amendment No. 1 to Aebi
Schmidt’s Registration Statement on Form S-4 filed on May 5, 2025
10.2
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, incorporated by reference from Aebi Schmidt’s Quarterly Report on Form 10-Q filed June 27, 2025 +
10.3
Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and PCS Holding AG, dated as of June 26, 2025,
incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
10.4
Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and PCS Holding AG, dated as of June 26, 2025,
incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
10.5
Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and Gebuka AG (2015), dated as of June 26, 2025,
incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
10.6
Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and Gebuka AG, dated as of June 26, 2025,
incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
10.7
Subordination Agreement, by and between the Company and UBS Switzerland AG and PCS Holding AG, dated as of June 26, 2025, incorporated by
reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
10.8
Subordination Agreement, by and between the Company and UBS Switzerland AG and Gebuka AG, dated as of June 26, 2025 (personal information
redacted), incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 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)
+
Management contract or compensatory plan or agreement.
Page 59 of 60
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: August 14, 2025
Aebi Schmidt Holding AG
By:
/s/ Barend Fruithof
Name:
Barend Fruithof
Title:
Group CEO
By:
/s/ Marco Portmann
Name:
Marco Portmann
Title:
Group CFO
Page 60 of 60
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.