Other Information.
−Removed: Pre-Closing Dividend
−Removed: 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
−Removed: 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.
−Removed: The general meeting of the shareholders approved the
−Removed: dividend at a shareholder meeting being held on June 28, 2025, and such dividend was paid on June 30, 2025.
−Removed: 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
−Removed: arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
−Removed: Page 58 of 60
+Added: During the quarter ended September 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).
+Added: (a) Exhibits .
The following exhibits are filed as a part of this Quarterly Report on Form 10-Q:
−Removed: Lockup Letter, dated April 5, 2025, by and between Aebi Schmidt and John Dunn, incorporated by reference from Amendment No.
−Removed: Schmidt’s Registration Statement on Form S-4 filed on May 5, 2025
−Removed: Form of Bonus Retention Agreement between Aebi Schmidt and certain officers of Aebi Schmidt and its subsidiaries, including Barend Fruithof,
−Removed: Thomas Schenkirsch and Steffen Schewerda, incorporated by reference from Aebi Schmidt’s Quarterly Report on Form 10-Q filed June 27, 2025 +
−Removed: Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and PCS Holding AG, dated as of June 26, 2025,
−Removed: incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
−Removed: Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and PCS Holding AG, dated as of June 26, 2025,
−Removed: incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
−Removed: Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and Gebuka AG (2015), dated as of June 26, 2025,
−Removed: incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
−Removed: Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and Gebuka AG, dated as of June 26, 2025,
−Removed: incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
−Removed: Subordination Agreement, by and between the Company and UBS Switzerland AG and PCS Holding AG, dated as of June 26, 2025, incorporated by
−Removed: reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
−Removed: Subordination Agreement, by and between the Company and UBS Switzerland AG and Gebuka AG, dated as of June 26, 2025 (personal information
−Removed: redacted), incorporated by reference from, Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025
+Added: Agreement and Plan of Merger, dated as of December 16, 2024, by and among The Shyft Group, Aebi Schmidt Holding AG, ASH US Group, LLC, and Badger Merger Sub, Inc.
+Added: (incorporated by reference from Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed on May 12, 2025 (File No.
+Added: 333-286373) #
+Added: Amended Articles of Association of Aebi Schmidt Holding AG, effective as of July 1, 2025 (incorporated by reference from Exhibit 3.1 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Organizational Regulations of the Company, effective as of July 1, 2025 (incorporated by reference from Exhibit 3.2 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Credit Facilities Agreement dated March 10, 2025, by and among the Company as original borrower and original guarantor, certain subsidiaries of the Company 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 (incorporated by reference from Exhibit 10.1 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025) #
+Added: Relationship Agreement, by and among the Company, PCS Holding AG and Peter Spuhler, dated as of July 1, 2025 (incorporated by reference from Exhibit 10.2 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Relationship Agreement, by and among the Company and Gebuka AG, dated as of July 1, 2025 (incorporated by reference from Exhibit 10.3 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Relationship Agreement, by and among the Company and Barend Fruithof, dated as of July 1, 2025 (incorporated by reference from Exhibit 10.4 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Registration Rights Agreement, by and between the Company and PCS Holding AG, Peter Spuhler and Gebuka AG, dated as of July 1, 2025 (incorporated by reference from Exhibit 10.5 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: 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 Exhibit 10.6 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: Page 67 of 71
+Added: 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 Exhibit 10.7 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: 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 Exhibit 10.8 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: 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 Exhibit 10.9 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: 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 Exhibit 10.10 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
+Added: 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 Exhibit 10.11 to Aebi Schmidt’s Current Report on Form 8-K filed July 1, 2025)
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
2 unchanged sentences
§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
−Removed: 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)
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 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)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
−Removed: Management contract or compensatory plan or agreement.
+Added: # Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: Aebi Schmidt agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.
Page 68 of 71
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.
−Removed: August 14, 2025
+Added: November 13, 2025
Aebi Schmidt Holding AG
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.