Aebi Schmidt Holding AG 10-Q

Item 1. Financial Statements. AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share data) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 125,971 $ 65,173 Accounts receivable, less allowance for credit losses of $ 1,167 and $ 580 297,322 173,957 Contract assets 82,632 24,145 Inventories 384,446 231,399 Prepaid expense and other current assets 29,855 23,487 Total current assets 920,226 518,161 Property, plant and equipment, net 172,949 68,647 Goodwill 415,149 221,189 Intangible assets, net 341,341 175,324 Deferred tax assets 7,699 5,693 Right of use assets operating leases 164,925 63,066 Other assets 53,071 36,044 TOTAL ASSETS $ 2,075,360 $ 1,088,124 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 230,307 $ 93,634 Accrued warranty 17,509 8,577 Accrued compensation and related taxes 36,386 23,204 Contract liabilities 23,330 20,044 Operating lease liabilities 19,345 9,241 Other current liabilities and accrued expenses 85,895 89,260 Current portion of long-term debt 25,063 23,259 Total current liabilities 437,835 267,219 Other non-current liabilities 19,368 8,053 Long-term operating lease liabilities 141,058 52,748 Long-term debt, less current portion 628,359 376,594 Deferred tax liabilities 36,445 18,335 Total liabilities 1,263,065 722,949 Commitments and contingent liabilities Equity: Common stock, $ 1.00 par value: 79,300,000 and 40,365,218 shares authorized as of September 30, 2025 and December 31, 2024, respectively; and 76,976,838 and 40,351,680 shares outstanding as of September 30, 2025 and December 31, 2024, respectively. 76,977 40,352 Additional paid-in capital 651,531 232,281 Treasury shares, at cost ( 257 ) ( 257 ) Retained earnings 50,721 61,247 Accumulated other comprehensive income 33,277 31,469 Total Shareholders’ equity 812,249 365,092 Non-controlling interest 46 83 Total equity 812,295 365,175 TOTAL LIABILITIES AND EQUITY $ 2,075,360 $ 1,088,124 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) Page 3 of 71 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Sales $ 471,325 $ 262,451 $ 998,254 $ 787,731 Cost of products sold ( 377,212 ) ( 207,574 ) ( 794,003 ) ( 616,948 ) Gross profit 94,113 54,877 204,251 170,783 Operating expenses: Research and development ( 8,735 ) ( 4,647 ) ( 18,794 ) ( 15,000 ) Selling, general and administrative ( 59,296 ) ( 30,125 ) ( 123,594 ) ( 88,643 ) Amortization of purchased intangibles ( 7,975 ) ( 3,516 ) ( 15,123 ) ( 10,548 ) Other operating expense ( 610 ) ( 257 ) ( 990 ) ( 811 ) Total operating expenses ( 76,616 ) ( 38,545 ) ( 158,501 ) ( 115,002 ) Operating income 17,497 16,332 45,750 55,781 Other income (expense): Interest expense ( 14,227 ) ( 8,733 ) ( 30,033 ) ( 26,310 ) Other income (expense) ( 2,523 ) ( 1,728 ) ( 15,333 ) 436 Total other expense ( 16,750 ) ( 10,461 ) ( 45,366 ) ( 25,874 ) Income before income taxes 747 5,871 384 29,907 Income tax (expense) benefit 447 ( 1,549 ) 550 ( 8,651 ) Net income 1,194 4,322 934 21,256 Less: Net income (loss) attributable to non-controlling interest ( 12 ) 19 ( 37 ) 42 Net income attributable to Aebi Schmidt Holding AG $ 1,206 $ 4,303 $ 971 $ 21,214 Earnings per share Basic earnings per share $ 0.02 $ 0.11 $ 0.02 $ 0.53 Diluted earnings per share $ 0.02 $ 0.11 $ 0.02 $ 0.53 Basic weighted average common shares outstanding 76,963 40,365 52,555 40,365 Diluted weighted average common shares outstanding 77,134 40,365 52,612 40,365 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) Page 3 of 71 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income $ 1,194 $ 4,322 $ 934 $ 21,256 Other comprehensive income: Foreign currency translation adjustments 178 ( 34 ) 533 ( 1,241 ) Pension benefit (loss), net of tax ( 2,177 ) ( 4,619 ) 1,275 ( 5,443 ) Other comprehensive income (loss), net of tax ( 1,999 ) ( 4,653 ) 1,808 ( 6,684 ) Comprehensive income (loss) ( 805 ) ( 331 ) 2,742 14,572 Less: Comprehensive income (loss) attributable to non-controlling interests ( 12 ) 19 ( 37 ) 42 Comprehensive income (loss) attributable to Aebi Schmidt Holding AG $ ( 793 ) $ ( 350 ) $ 2,779 $ 14,530 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) Page 4 of 71 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands, except share data) Number of shares Common stock Additional Paid-in Capital Treasury shares Retained earnings Accumulated Other Comprehensive Income Total Shareholders’ equity Non- controlling interest Total equity Balance at January 1, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 61,247 31,469 $ 365,092 $ 83 $ 365,175 Translation adjustments in the reporting period 181 181 181 Pension benefit 3,986 3,986 3,986 Net income (loss) 2,075 2,075 ( 13 ) 2,062 Balance at March 31, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 63,322 $ 35,636 $ 371,334 $ 70 $ 371,404 Translation adjustments in the reporting period 174 174 174 Pension loss ( 534 ) ( 534 ) ( 534 ) Net loss ( 2,310 ) ( 2,310 ) ( 12 ) ( 2,322 ) Dividends declared ($ 0.24 per share) ( 9,525 ) ( 9,525 ) ( 9,525 ) Balance at June 30, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 51,487 $ 35,276 $ 359,139 $ 58 $ 359,197 Translation adjustments in the reporting period 178 178 178 Pension loss ( 2,177 ) ( 2,177 ) ( 2,177 ) Net income (loss) 1,206 1,206 ( 12 ) 1,194 Historical AEBI Employee Share Plan Reclassification to Equity 9,144 9,144 9,144 Issuance of common stock related to the Merger 36,591,107 36,591 406,512 443,103 443,103 Issuance of common stock for Aebi Schmidt RSAs and RSUs, net of tax and cancellations 34,051 34 3,288 3,322 3,322 Stock based compensation expense for 2025 Retention Awards, net of cancellations 306 306 306 Dividends declared ($ 0.03 per share) ( 1,972 ) ( 1,972 ) ( 1,972 ) Balance at September 30, 2025 76,976,838 $ 76,977 $ 651,531 $ ( 257 ) $ 50,721 $ 33,277 $ 812,249 $ 46 $ 812,295 Number of shares Common stock Additional Paid-in Capital Treasury shares Retained earnings Accumulated Other Comprehensive Income Total Shareholders’ equity Non- controlling interest Total equity Balance at January 1, 2024 40,365,218 $ 40,352 $ 232,281 $ - $ 33,790 31,533 $ 337,956 $ 3 $ 337,959 Translation adjustments in the reporting period ( 1,820 ) ( 1,820 ) ( 1,820 ) Pension loss ( 302 ) ( 302 ) ( 302 ) Net income 8,745 8,745 2 8,747 Balance at March 31, 2024 40,365,218 $ 40,352 $ 232,281 $ - $ 42,535 $ 29,411 $ 344,579 $ 5 $ 344,584 Translation adjustments in the reporting period 613 613 613 Pension loss ( 522 ) ( 522 ) ( 522 ) Net income 8,166 8,166 21 8,187 Dividends declared ($ 0.08 per share ( 3,225 ) ( 3,225 ) ( 3,225 ) Balance at June 30, 2024 40,365,218 $ 40,352 $ 232,281 $ - $ 47,476 $ 29,502 $ 349,611 $ 26 $ 349,637 Translation adjustments in the reporting period ( 34 ) ( 34 ) ( 34 ) Pension loss ( 4,619 ) ( 4,619 ) ( 4,619 ) Net income 4,303 4,303 19 4,322 Balance at September 30, 2024 40,365,218 $ 40,352 $ 232,281 $ - $ 51,779 $ 24,849 $ 349,261 $ 45 $ 349,306 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) Page 5 of 71 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income $ 934 $ 21,256 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 28,041 19,390 Non-cash stock based compensation expense 5,288 — Foreign exchange (gains) losses on debt 3,332 ( 1,058 ) Non-cash financing costs 4,366 — Changes in valuation of liability for employee share plan ( 6,377 ) — Deferred taxes ( 4,691 ) ( 7,712 ) Pension ( 520 ) ( 922 ) Other, net 122 ( 41 ) Changes in operating assets and liabilities: Accounts receivable and contract assets ( 40,351 ) 2,599 Inventories ( 43,555 ) ( 28,420 ) Accounts payable 50,772 4,052 Contract liabilities ( 995 ) 3,907 Income tax payable and receivable ( 2,189 ) ( 9,790 ) Accrued compensation and related taxes 16,314 ( 772 ) Other current liabilities and accrued expenses ( 26,599 ) 13,042 Other assets and liabilities ( 8,444 ) ( 710 ) Net cash provided by (used in) operating activities ( 24,552 ) 14,821 Cash flows from investing activities: Purchases of property, plant and equipment ( 10,427 ) ( 9,275 ) Purchases of intangible assets ( 34 ) ( 17 ) Proceeds from sale of property, plant and equipment 494 50 Net cash acquired in the acquisition of a business 19,905 — Net cash provided by (used in) investing activities 9,938 ( 9,242 ) Cash flows from financing activities: Proceeds on long-term debt 612,000 15,594 Payments on long-term debt ( 514,000 ) — Deferred payments related to historical transactions ( 5,694 ) ( 7,962 ) Payment of finance lease principal ( 1,011 ) ( 688 ) Payments of dividends ( 11,607 ) ( 3,225 ) Exercising and vesting of stock incentive awards ( 1,966 ) — Net cash provided by financing activities 77,722 3,719 Effect of exchange rate changes on cash and cash equivalents ( 2,310 ) ( 87 ) Net increase in cash and cash equivalents 60,798 9,211 Cash and cash equivalents at beginning of period 65,173 42,698 Page 6 of 71 Index Cash and cash equivalents at end of period $ 125,971 $ 51,909 Supplemental disclosures of cash flow information Cash paid during the period for: Interest 29,665 25,811 Income taxes 13,425 6,934 On July 1, 2025, the Company reclassified ESPP-related liabilities to equity under the plan. Immediately prior to the reclassification, the ESPP liability was revalued to $ 9,144 resulting in a gain of $ 6,377 . The Company reclassified the $ 9,144 of ESPP-related liabilities to equity under the ESPP plan. This transaction did not involve cash and is a non-cash financing activity. 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) Page 7 of 71 Index 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 14 – Business Combination. Page 8 of 71 Index 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, 2024 included in our Form S-4 filed with the Securities and Exchange Commission (“SEC”) on April 4, 2025. 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, 2024, included in our Form S-4. 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. Stock-Based Compensation. Stock based compensation cost for equity-based awards is measured at fair value on the grant date, and is recognized over the requisite service period, net of estimated forfeitures. For cost for service-based awards with graded vesting, the company has elected a policy to recognize the expense straight line. The grant date fair value of restricted stock awards and restricted stock units is based upon the quoted market price of the common stock on the date of grant. Our stock-based compensation plans are described in more detail in Note 12 – Stock Based Compensation. Recently Issued Accounting Pronouncements Not Yet Adopted. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 intends to provide investors with enhanced information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued. This ASU will result in additional disclosures for the Company beginning with the 2025 annual reporting and interim periods beginning in 2026. In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). 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 provisions of this ASU. 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. Page 9 of 71 Index 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). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2026. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements. In September 2025, the FASB issued Accounting Standards Update 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. 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. 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 nine months ended September 30, 2025 and 2024. Contract Assets September 30, 2025 September 30, 2024 Contract assets, beginning of period $ 24,145 $ 9,654 Reclassification of contract assets to receivables, as the result of rights to consideration becoming unconditional (1) ( 44,735 ) ( 8,366 ) Contract assets recognized, net of reclassification to receivables (1) 103,222 22,594 Contract assets, end of period $ 82,632 $ 23,882 Contract Liabilities Contract liabilities, beginning of period $ 20,044 $ 12,979 Reclassification of contract liabilities to revenue, as the result of performance obligations satisfied (2) ( 12,626 ) ( 3,208 ) Cash received in advance and not recognized in revenue (2) 15,912 7,251 Contract liabilities, end of period $ 23,330 $ 17,022 (1) Includes contract assets acquired in the Merger with Shyft. Refer to Note 14 - Business Combination. (2) Includes contract liabilities acquired in the Merger with Shyft. Refer to Note 14 - Business Combination. 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 $ 884,760 and $ 242,564 respectively. 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 Page 10 of 71 Index 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. 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. Three Months Ended September 30, 2025 New Business After Sales Total Primary geographical markets North America $ 299,694 $ 36,271 $ 335,965 Europe and ROW 105,896 29,464 135,360 Total Sales $ 405,590 $ 65,735 $ 471,325 Timing of revenue recognition Products transferred at a point in time $ 168,075 $ 58,982 $ 227,057 Products and services transferred over time 237,515 6,753 244,268 Total Sales $ 405,590 $ 65,735 $ 471,325 Three Months Ended September 30, 2024 New Business After Sales Total Primary geographical markets North America $ 132,400 $ 11,970 $ 144,370 Europe and ROW 92,393 25,688 118,081 Total Sales $ 224,793 $ 37,658 $ 262,451 Timing of revenue recognition Products transferred at a point in time $ 162,240 $ 31,876 $ 194,116 Products and services transferred over time 62,553 5,782 68,335 Total Sales $ 224,793 $ 37,658 $ 262,451 Nine Months Ended September 30, 2025 New Business After Sales Total Primary geographical markets North America $ 564,826 $ 64,674 $ 629,500 Europe and ROW 281,802 86,952 368,754 Total Sales $ 846,628 $ 151,626 $ 998,254 Timing of revenue recognition Products transferred at a point in time $ 484,116 $ 132,226 $ 616,342 Products and services transferred over time 362,512 19,400 381,912 Total Sales $ 846,628 $ 151,626 $ 998,254 Page 11 of 71 Index Nine Months Ended September 30, 2024 New Business After Sales Total Primary geographical markets North America $ 402,859 $ 39,029 $ 441,888 Europe and ROW 265,776 80,067 345,843 Total Sales $ 668,635 $ 119,096 $ 787,731 Timing of revenue recognition Products transferred at a point in time $ 489,871 $ 103,116 $ 592,987 Products and services transferred over time 178,764 15,980 194,744 Total Sales $ 668,635 $ 119,096 $ 787,731 NOTE 3 – INVENTORIES Inventories are summarized as follows: September 30, 2025 December 31, 2024 Finished goods $ 142,250 $ 105,481 Work in process 65,638 34,334 Raw materials and purchased components 176,558 91,584 Total Inventories $ 384,446 $ 231,399 NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The Company tests goodwill for impairment at the reporting unit level on an annual basis as of year-end, or whenever an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See “Goodwill and Other Intangible Assets” within “Note 1 - Nature of Operations and Basis of Presentation ” for a description of the accounting policies regarding goodwill and other intangible assets and to "Note 14 - Business Combination " for additional information regarding the assets acquired and liabilities assumed from the Shyft Transaction. As of September 30, 2025, the most recent annual goodwill impairment assessment date, three reporting units were identified for goodwill impairment testing: Monroe, MB Group, and Shyft. The Company qualitatively assessed goodwill assigned to the Monroe, MB Group, and Shyft reporting units and concluded there were no indicators of impairment. As discussed in “Note 1 - Nature of Operations and Basis of Presentation ”, there are significant judgments inherent in the impairment assessments and discounted cash flow analyses. These discounted cash flow analyses are most sensitive to the WACC assumption. The changes in the carrying amount of goodwill for the periods ended September 30, 2025 and December 31, 2024 , were as follows (in thousands): North America Segment Monroe MB Group Shyft Total Balance at December 31, 2024 $ 197,969 $ 23,220 $ — $ 221,189 Acquisition and measurement period adjustment — — 193,960 193,960 Balance at September 30, 2025 $ 197,969 $ 23,220 $ 193,960 $ 415,149 Page 12 of 71 Index Other Intangible Assets As of September 30, 2025 and December 31, 2024 , the Company had other intangible assets for the following: Concessions, rights and licenses, Customer relationships, Brands and Technology. These other intangible assets are amortized utilizing a straight-line approach over the estimated useful lives. The following table provides information regarding other intangible assets: September 30, 2025 December 31, 2024 Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Concessions, rights, and licenses $ 602 $ ( 332 ) $ 270 $ 602 $ ( 305 ) $ 297 Customer relationships 248,028 ( 49,368 ) 198,660 158,637 ( 39,901 ) 118,736 Brands 126,450 ( 15,383 ) 111,067 65,612 ( 11,799 ) 53,813 Technology 30,917 ( 3,180 ) 27,737 4,549 ( 2,071 ) 2,478 Order backlog 4,809 ( 1,202 ) 3,607 — — — Total intangible assets $ 410,806 $ ( 69,465 ) $ 341,341 $ 229,400 $ ( 54,076 ) $ 175,324 The Company recorded other intangible asset amortization expense of $ 8,049 and $ 3,575 during the three months ended September 30, 2025 , and 2024 , respectively, and $ 15,389 and $ 10,726 during the nine months ended September 30, 2025 , and 2024 , respectively. The estimated remaining amortization associated with finite-lived intangible assets is expected to be expensed as follows: Amount 2025 $ 8,049 2026 29,793 2027 27,388 2028 27,267 2029 27,115 Thereafter 221,729 Total intangible assets $ 341,341 NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized by major classifications as follows: September 30, 2025 December 31, 2024 Land and Building $ 135,821 $ 69,119 Technical installation and machinery 92,249 53,851 Plant and office equipment 56,879 44,395 Assets under construction 7,757 2,346 Subtotal 292,706 169,711 Less: accumulated depreciation ( 119,757 ) ( 101,064 ) Total Property, plant and equipment, net $ 172,949 $ 68,647 The Company recorded depreciation expense of $ 6,785 and $ 2,877 during the three months ended September 30, 2025 and 2024, respectively, and $ 12,219 and $ 8,464 during the nine months ended September 30, 2025, and 2024, respectively. Page 13 of 71 Index NOTE 6 – 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 September 30, 2025, and December 31, 2024, assets recorded under finance leases were immaterial. Operating lease expenses are classified as cost of products sold and selling, general and administrative on the Consolidated Statements of Operations. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating leases $ 7,499 $ 3,217 $ 15,172 $ 9,490 Finance leases Amortization of right of use assets 201 111 461 326 Interest on lease liabilities 20 8 40 25 Short-term leases 213 63 292 153 Variable lease expense 119 145 357 434 Sublease income ( 570 ) ( 196 ) ( 1,350 ) ( 600 ) Total lease expense $ 7,482 $ 3,348 $ 14,972 $ 9,828 The weighted average remaining lease term and weighted average discount rate were as follows: September 30, 2025 2024 Weighted average remaining lease term (in years) Finance leases 3 3 Operating leases 12 13 Weighted average discount rate Finance leases 3.32 % 1.43 % Operating leases 5.63 % 5.48 % Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Finance leases - Financing cash flows $ 1,011 $ 688 Finance leases - Operating cash flows 40 25 Operating leases - Operating cash flows 14,759 9,043 Right of use assets obtained in exchange for lease obligations: Operating leases 104,662 3,997 Finance leases 1,122 212 $ 105,784 $ 4,209 Page 14 of 71 Index Maturities of lease liabilities as of September 30, 2025, are as follows: Years ending December 31: Finance Operating 2025 $ 332 $ 7,189 2026 1,219 26,738 2027 418 21,989 2028 294 19,205 2029 208 17,322 2030 71 15,514 Thereafter 6 119,282 Total lease payments 2,548 227,239 Less: imputed interest $ ( 133 ) $ ( 66,836 ) Total lease liabilities $ 2,415 $ 160,403 NOTE 7 – 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) benefit was $ 447 and $( 1,549 ) for the three months ended September 30, 2025, and 2024 , respectively. The tax (expense) benefit represented a 59.8 % and ( 26.4 )% effective tax rate for the three months ended September 30, 2025, and 2024, respectively. Income tax (expense) benefit was $ 550 and $( 8,651 ) for nine months ended September 30, 2025 and 2024, respectively. The tax (expense) benefit represented a 143.2 % effective tax rate and ( 28.9 )% effective tax rate for the nine months ended September 30, 2025 and 2024, respectively. The income tax (expense) benefit for the quarter was impacted by the first time inclusion of Shyft in the calculation of the annual expected effective income tax rate of the Company. Furthermore, the revaluation of the liability for the Aebi Schmidt Historical Employee Share Plan was non-taxable for the Company and this tax benefit was fully recognized in the three months ended September 30, 2025. 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 third quarter of 2025 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 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 and nine months ended September 30, 2025. Administrative guidance interpreting the Act will be released over coming quarters which the Company will continue to monitor. NOTE 8 – 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. Page 15 of 71 Index 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: Nine Months Ended September 30, 2025 2024 Balance of warranty liability, beginning of period $ 10,206 $ 8,022 Accruals for current period sales 4,371 3,265 Cash settlements ( 2,739 ) ( 1,466 ) Changes in liability for pre-existing warranties 38 ( 37 ) Acquisition 6,782 — Translation adjustment 980 66 Balance of warranty liability, end of period $ 19,638 $ 9,850 Long-term warranty provision amounting to $ 2,129 and $ 878 as of September 30, 2025 and 2024, respectively is included within the Other non-current liabilities in the Condensed Consolidated Balance Sheets. Chassis Pool Agreements As of September 30, 2025, and December 31, 2024, chassis consigned inventory was approximately $ 104,192 and $ 36,573 respectively. The Company incurred $ 1,128 and $ 593 of interest expense related to the chassis on hand during the three months ended September 30, 2025 and 2024, respectively, and $ 1,592 and $ 1,534 during the nine months ended September 30, 2025 and 2024, respectively. For additional information regarding our chassis pool agreements refer to our audited consolidated financial statements and footnotes included in our Form S-4. NOTE 9 – DEFINED BENEFIT PENSION PLANS Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Service cost $ 676 $ 658 $ 1,947 $ 1,922 Interest cost 428 496 1,239 1,450 Expected return on plan assets ( 1,173 ) ( 995 ) ( 3,387 ) ( 2,907 ) Amortization of net gain ( 253 ) ( 280 ) ( 729 ) ( 817 ) Administrative expenses 49 58 141 169 Total Benefit cost $ ( 273 ) $ ( 63 ) $ ( 789 ) $ ( 183 ) 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. Investments measured at Net Asset Value (NAV) as of September 30, 2025 and December 31, 2024 are as follows: September 30, 2025 December 31, 2024 Pooled investment funds - at fair value $ 45,426 $ 39,773 Total Plan Assets $ 173,973 $ 152,173 Page 16 of 71 Index The following valuation methodologies were used to measure these assets: (1) Equity securities (equities) - Common Stocks and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. (2) Fixed income securities (bonds) - Debt securities include government and corporate bonds which are generally quoted in active markets or as units in mutual funds are classified as Level 1. Debt securities for which market prices are not available are valued based on yields reflecting the perceived risk of the issuer and the maturity of the security, recent disposals in the market or other modelling techniques, which may involve judgment. Units in mutual funds which are not directly quoted on a public stock exchange and/or for which a fair value is not readily determinable are measured at fair value using NAV. They are therefore classified as Level 2. (3) Cash and cash equivalents (liquidity) - Cash and cash equivalents include money market instruments and commingled funds. Valuations are generally based on observable inputs. They are categorized as Level 1. (4) Real estate - Real estate investments are classified as Level 2 and are measured at fair value using discounted cash flow. NOTE 10 – DEBT Debt consists of the following: September 30, 2025 December 31, 2024 Revolving credit facility, due 2030 $ 345,495 $ — Term loan, Facility A, due 2030 234,829 — Revolving credit facility, due 2026 — 152,787 Term loan: Facility A, due 2026 — 20,778 Facility B, due 2026 — 40,000 Facility C, due 2026 — 119,715 Shareholder loan 58,897 51,982 Other debt 14,201 14,591 Total debt 653,422 399,853 Less current portion of long-term debt ( 25,063 ) ( 23,259 ) Total long-term debt $ 628,359 $ 376,594 Refinancing Transaction On March 10, 2025, the Company entered into a syndicated $ 600,000 credit facilities agreement ("New Credit Facilities Agreement") comprising: • Term loan, Facility A, due 2030 • Revolving Credit facility (Revolving Facility, due 2030) The New Credit Facilities Agreement became effective with the closing of the Merger. As of July 1, 2025, the proceeds obtained ($ 572,050 ) were utilized to fully repay the outstanding amounts of: • Term Loan, Facility A, B and C, due 2026 ($ 186,961 ) • Revolving Credit Facility, due 2026 ($ 185,639 ) • Bilateral Credit Lines ($ 21,096 ) • Revolving Credit Facility of Shyft ($ 120,000 ) Following a creditor-by-creditor assessment, the Company determined that the New Credit Facilities Agreement constitutes a modification for continuing creditors and an extinguishment for leaving creditors, in accordance with ASC 470-50. Term loan, Facility A, due 2030 Page 17 of 71 Index 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 September 30, 2025 was 6.719 % . As of September 30, 2025, debt issuance costs of $ 5,066 are deferred and amortized based on the effective interest method and $ 1,161 have been written off for the three months ended September 30. 2025 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 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 3.75 x. The Company was in compliance with all covenants as of September 30, 2025. Revolving credit facility, due 2030 The Revolving Facility is a multicurrency senior secured revolving loan 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 September 30, 2025 was 6.574 %. As of September 30, 2025, debt issuance costs of $ 3,618 are deferred and amortized based on a straight-line basis over the term and $ 829 have been written off for the three months ended September 30, 2025 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 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 3.75 x. The Company was in compliance with all covenants as of September 30, 2025. Term Loan In November 2021, the Company entered a syndicated loan agreement with various banks for financing acquisitions. The prior term loan was split into the following facilities: Facility A - A senior amortizing term loan facility with a total commitment of EUR 45,000 ( $ 52,835 ). Facility B - A senior amortizing term loan facility with a total commitment of $ 60,000 . Facility C - A senior non-amortizing term loan facility with a total commitment of $ 90,000 and EUR 28,602 ( $ 33,582 ). The interest rate has been variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin. The average interest margin of Facility A and B was 2.183 % for the six months ended June 30, 2025, and 2.200 % and 2.333 % during the three and nine months ended September 30, 2024 . The average interest rate margin for Facility C was 2.675 % for six months ended June 30, 2025, and 2.700 % and 2.830 % during the three and nine months ended September 30, 2024 . On July 1, 2025, the Company has repaid the outstanding amount of $ 186,961 with the proceeds obtained under the Term loan, Facility A, due 2030 and each of Facility A, Facility B and Facility C were terminated. The Company has been committed to fulfill certain financial covenants throughout the credit contract period and was in compliance with all covenants. Revolving Credit Facility, due 2026 The aggregate of the Revolving Credit Facility Commitment of EUR 165,000 ( $ 193,727 ) was primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility Page 18 of 71 Index supported the broader financial needs of the Company, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with the Company’s strategic objectives. On July 1, 2025, the Company repaid the outstanding amount of $ 185,639 with the proceeds obtained under the Revolving Facility, and the Revolving Credit Facility was terminated. Shareholder loans As of September 30, 2025 , and December 31, 2024 , there were subordinated shareholder loans totaling CHF 13,563 ( 2025 : $ 17,006 , 2024 : $ 14,970 ) and EUR 15,000 ( 2025 : $ 17,612 , 2024: $ 15,584 ) from PCS Holding AG, as well as CHF 10,000 ( 2025 : $ 12,538 , 2024 : $ 11,038 ) and EUR 10,000 ( 2025 : $ 11,741 , 2024 : $ 10,390 ) 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 end date or if an extension agreement is signed. The change in the loan balance as of September 30, 2025 and December 31, 2024 , is solely due to foreign exchange rate fluctuations. These shareholder loans were renewed and amended in connection with the New Credit Facilities Agreement and survived the Closing. Off-balance sheet arrangements The contingent liabilities include guarantees (“performance bonds”) amounting to $ 16,181 and $ 13,202 as of September 30, 2025 and December 31, 2024 , 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 nine months ended September 30, 2025 and 2024 . NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE INCOME The components of AOCI, net of tax are as follows: September 30, 2025 September 30, 2024 Foreign currency translation adjustments $ 9,597 $ 7,820 Pension benefits 23,680 17,029 Total accumulated other comprehensive income $ 33,277 $ 24,849 NOTE 12 – STOCK BASED COMPENSATION AND EQUITY We assumed The Shyft Stock Incentive Plan in connection with the acquisition of Shyft. There are outstanding awards under that plan, and we may make additional awards under that plan, to certain employees and non-employee directors. In addition, shortly prior to our acquisition of Shyft we made restricted stock grants to certain of our employees and non-employee directors pursuant to the “Retention Awards” described below. Shares reserved for outstanding awards under these plans total 5,856,250 . Total shares remaining for stock incentive grants under these plans totaled 1,072,456 at September 30, 2025. Restricted Stock – Retention Awards On June 24, 2025, the company granted 250,000 equity classified restricted stock awards (“2025 Retention Awards”) with a grant date fair value of $ 11.72 that cliff vest three years from the grant date. When granted, the vesting of these awards was also contingent on a performance condition related to the Transaction closing, which became probable at the Effective Time. Once probable, compensation cost for the 2025 Retention Awards is recognized over the three-year cliff vesting period. The grant date fair value of Aebi's stock was calculated using the Shyft Group share price on June 24, 2025, adjusted by the Exchange Ratio. During the three months ended September 30, 2025, we recorded compensation expense, net of cancellations, of $ 306 related to 2025 Retention Awards. As of September 30, 2025, there was $ 2,669 of remaining unrecognized compensation cost related to the 2025 Retention Awards, which is expected to be recognized over a weighted-average period of 2.75 years. Page 19 of 71 Index Total Number of Non-vested Shares (000) Weighted-Average Grant Date Fair Value per Unit Non-vested as of June 30, 2025 250 $ 11.72 Granted — — Vested — — Forfeited — — Non-vested as of September 30, 2025 250 $ 11.72 2025 Restricted Stock Awards At the Effective Time, each Shyft restricted stock awards (“Shyft RSA”) that was held by an employee and did not vest on or prior to the Effective Time by its terms, was assumed by Aebi Schmidt and exchanged for time-vesting Aebi Schmidt restricted stock awards (“Aebi Schmidt RSAs”) of equivalent value and subject to substantially the same terms and conditions, including vesting and settlement terms, as applied to the corresponding Shyft RSA immediately prior to the Effective Time. The number of shares of Aebi Schmidt Common Stock subject to such Aebi Schmidt RSAs was equal to the product of (i) the total number of shares of Shyft Common Stock underlying each Shyft RSA prior to the Effective Time, multiplied by (ii) the Exchange Ratio. Pursuant to ASC 805, the acquisition date fair-value-based measured of the Shyft RSA being replaced was allocated to consideration transferred based on the ratio of pre-combination service over the greater of the total service period or the original service period. Post-combination compensation cost, which will be recognized straight line over the remaining requisite service period of the replacement awards following the Transactions, was calculated as the difference between the acquisition date fair-value-based measure of the replacement Aebi Schmidt RSAs and the amount allocated to consideration transferred. Shares awarded entitle the shareholder to all rights of common stock ownership except that the shares are subject to the risk of forfeiture and may not be sold, transferred, pledged, exchanged or otherwise disposed of during the vesting period, which is three years . We receive an excess tax benefit or liability during the period the restricted shares vest. The excess tax benefit (liability) is determined by the excess (shortfall) of the market price of the stock on date of vesting over (under) the acquisition date fair value used to amortize the awards to compensation expense. As required, any excess tax benefits or liabilities are reported in the Consolidated Statements of Cash Flows as operating cash flows. The Aebi Schmidt RSAs, excluding the 2025 Retention Awards above, activity for the three months ended September 30, 2025, is as follows: Total Number of Non-vested Shares (000) Weighted-Average Grant Date Fair Value per Unit Non-vested as of June 30, 2025 — $ — Granted 336 12.06 Vested ( 136 ) 12.06 Forfeited ( 94 ) 12.06 Non-vested as of September 30, 2025 106 $ 12.06 The weighted-average grant date fair value of non-vested shares granted was $ 12.06 for the three months ended September 30, 2025. During the three months ended September 30, 2025 we recorded compensation expense, net of cancellations, of $ 1,458 related to Restricted Stock Awards. The total income tax benefit related to restricted stock awards was $ 3 . For the three months ended September 30, 2025, restricted shares vested with an aggregate fair market value of $ 1,538 . As of September 30, 2025, we had unearned stock-based compensation of $ 959 associated with these restricted stock grants, which will be recognized over a weighted average of 2.7 years. Page 20 of 71 Index Restricted Stock Units At the Effective Time, each Shyft restricted stock unit (“Shyft RSU”) that was held by an employee and did not vest on or prior to the Effective Time by its terms, was assumed by Aebi Schmidt and exchanged for time-vesting Aebi Schmidt restricted stock units ("Aebi Schmidt RSUs") of equivalent value and subject to substantially the same terms and conditions, including vesting and settlement terms, as applied to the corresponding Shyft RSU immediately prior to the Effective Time. The number of shares of Aebi Schmidt Common Stock subject to such Aebi Schmidt RSUs was equal to the product of (i) the total number of shares of Shyft Common Stock underlying each Shyft RSU prior to the Effective Time, multiplied by (ii) the Exchange Ratio. Pursuant to ASC 805, the acquisition date fair-value-based measured of the Shyft RSU being replaced was allocated to consideration transferred based on the ratio of pre-combination service over the greater of the total service period or the original service period. Post-combination compensation cost, which will be recognized straight line over the remaining requisite service period of the replacement awards following the Transactions, was calculated as the difference between the acquisition date fair-value-based measure of the replacement Aebi Schmidt RSUs and the amount allocated to consideration transferred. Each Shyft performance stock unit (“Shyft PSU”) was similarly converted to Aebi Schmidt equity classified RSUs at the Effective Time based on the Exchange Ratio. The cost and associated tax benefit for all outstanding Aebi Schmidt RSUs for the three months ended September 30, 2025 was $ 3,832 and $ 381 respectively. The Aebi Schmidt RSU activity for the three months ended September 30, 2025, is as follows: Total Number of Non-vested Shares (000) Weighted-Average Grant Date Fair Value per Unit Non-vested as of June 30, 2025 — $ — Granted 1,170 12.06 Vested ( 541 ) 12.06 Forfeited ( 47 ) 12.06 Non-vested as of September 30, 2025 582 $ 12.06 As of September 30, 2025, there was $ 4,650 of remaining unrecognized compensation cost related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 1.7 years. Aebi Schmidt Historical Employee Share Plan Prior to the Transactions, we offered an employee share plan (“Aebi Schmidt Historical Employee Share Plan”) whereby certain employees who met certain service requirements could purchase shares of the Company. Under the Aebi Schmidt Historical Employee Share Plan, the Human Resources and Compensation Committee granted participants stock awards (2025: — , 2024: — , 2023: 13,424 ). Awards of shares of the Company were granted and vested under the plan in exchange for consideration and the shares carried dividend and voting rights effective as of the grant date of the awards. The Human Resources and Compensation Committee had sole discretion in determining whether any shares were allocated to the Plan for purchase in any given year. In a year where the Human Resources and Compensation Committee had allocated shares for the Plan, plan participants purchased shares in the Company at a discount of 40 % to the fair value. As there are no post-purchase service requirements, the Company historically recognized the compensation cost for the awards at the time the participant purchased the shares, because the discount made it compensatory in nature, in scope of ASC 718. The final purchase window for the Aebi Schmidt Historical Employee Share Plan ended on July 1, 2025, and the plan is no longer in effect. Under the Aebi Schmidt Historical Employee Share Plan, the Company, prior to being listed on an active stock exchange, had the right to repurchase all shares held by the participant using the last fair value calculated prior to termination if a participant terminated for any reason other than death or retirement. Therefore, the Company historically recognized a liability based on the repurchase provisions of the award. Upon successful completion of the Transaction, the repurchase right terminated, accordingly the awards under the employee share plan were re-valued using the share price of $ 12.06 on July 1, 2025 to fair value and reclassified from liability to equity. The liability as of June 30, 2025 was $ 13,734 , representing 757,140 shares following the forward stock split (refer to Note 1 – Nature of Operations and Basis of Page 21 of 71 Index Presentation for further information regarding the forward stock split). The revaluation of the liability, immediately prior to reclassification to equity, resulted in a reduction in compensation cost of $ 6,377 recognized in selling, general and administrative in our Consolidated Condensed Statement of Operations. NOTE 13 – 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 2025 Retention Awards, Aebi Schmidt RSAs and the Aebi Schmidt RSUs. The computation of both earnings per share is as follows: Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 (in thousands, except per share data) Basic earnings per share: Net income $ 1,206 $ 4,303 $ 971 $ 21,214 Shares used in computation: Weighted-average shares of common stock outstanding 76,963 40,365 52,555 40,365 Basic earnings per share $ 0.02 $ 0.11 $ 0.02 $ 0.53 Diluted earnings per share: Net income $ 1,206 $ 4,303 $ 971 $ 21,214 Shares used in computation: Weighted-average share of common stock outstanding 76,963 40,365 52,555 40,365 Effect of dilutive stock-based awards 171 — 57 — Weighted-average number of shares 77,134 40,365 52,612 40,365 Diluted earnings per share $ 0.02 $ 0.11 $ 0.02 $ 0.53 NOTE 14 – BUSINESS COMBINATION On July 1, 2025 (“Acquisition Date”), the Company closed on the acquisition of all outstanding stock 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 Company will record the assets acquired and liabilities assumed 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 Page 22 of 71 Index 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 provisionally assigned to the Shyft reporting unit, which has been recognized as part of the acquisition, and is included in the North America reportable segment. Goodwill totaled $ 193,960 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. 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: Purchase price: Aebi shares issued to Shyft shareholders on July 01, 2025 (1) 36,350,634 Shyft stock price on June 30, 2025 (2) $ 12.54 Exchange ratio 1.04 Share consideration ( 36,350,634 number of shares issued at the Fair Value of $ 12.06 per share) $ 438,235 Add: Cash paid for fractional shares 2 Add: Fair value of Shyft Equity awards allocated to pre-acquisition period (3) 4,866 Total purchase price $ 443,103 (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 Closing Date of July 1, 2025. (3) Represents the estimated fair value of Shyft RSAs, Shyft RSUs (other than Shyft Director RSUs), and Shyft 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 Aebi Schmidt shares 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 RSA exchanged for Shyft RSA 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 12 - Stock Based Compensation and Equity". Acquisition costs in connection with the Merger incurred by the Company include acquisition-related legal and other professional fees in the total amount of $ 18,987 as of the Acquisition Date, which are recognized as $ 4,404 in the income statement for the year ended December 31, 2024 and $ 14,583 and $ 3,875 in the income statement for the nine and three months ended September 30, 2025 , respectively. All amounts were recorded within other income (expense) for the respective periods. As of July 1, 2025, the purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows: Page 23 of 71 Index Fair value of identifiable assets and liabilities: Cash and cash equivalents $ 19,905 Accounts receivable 84,121 Contract assets 44,559 Inventories 91,117 Prepaid expenses and other current assets 8,191 Total current assets 247,893 Property, plant and equipment 101,832 Goodwill 193,960 Intangible assets 181,104 Right of use assets operating leases 47,347 Other assets 1,317 Total Assets $ 773,453 Accounts payable $ 80,844 Accrued warranty 6,782 Accrued compensation and related taxes 11,174 Contract liabilities 9,123 Operating lease liability 9,221 Other current liabilities and accrued expenses 25,574 Current portion of long-term debt 452 Current liabilities $ 143,170 Other non-current liabilities 12,205 Long-term operating lease liability 34,346 Long-term debt, less current portion 120,344 Deferred Tax Liabilities 20,285 Total Liabilities 330,350 Total fair value allocation of purchase price $ 443,103 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 $ 5,197 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 $ 181,104 have provisionally been assigned to Brand, Technology, Customer relationships and Order backlog as a result of the acquisition and consist of the following (in thousands): Amount Useful life (in years) Weighted average amortization period (in years) Brand $ 60,803 5 - 20 18 Technology 26,079 10 10 Customer relationships 89,413 15 15 Order backlog 4,809 1 1 $ 181,104 15 Page 24 of 71 Index The Company amortizes the Brand, Technology, Customer relationships and Order backlog utilizing a straight-line approach. Shyft had revenue of $ 186,433 and generated operating income of $( 6,136 ) for the period from the acquisition date through September 30, 2025 , which is included in the accompanying 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 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- and nine-month periods ended September 30, 2025 and 2024, as if the acquisition was completed on January 1, 2024. 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 $ 14,583 , cash retention awards of $ 1,778 , share-based compensation of $ 3,006 , employee severance of $ 15,140 and adjustment related to fair value step-up to inventory of $ 934 . 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. (In thousands amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 471,325 $ 455,396 $ 1,376,945 $ 1,370,936 Net income $ 14,485 $ 5,634 $ 9,124 $( 11,894 ) 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, 2024, nor is it necessarily indicative of future operating results of the combined entity. The unaudited pro forma financial information for the three- and nine-month periods ended September 30, 2025, is a result of combining the consolidated income statement of the Company with the results of the 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 15 – SEGMENTS The Company identifies their 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, including 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 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 Page 25 of 71 Index 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 September 30, 2025 , and September 30, 2024 , are as follows: Three Months Ended September 30, 2025 Segment North America Europe and ROW Total New Business $ 299,694 $ 105,896 $ 405,590 After Sales 36,271 29,464 65,735 Segment sales $ 335,965 $ 135,360 $ 471,325 Depreciation and amortization expense $ 13,430 $ 1,560 $ 14,990 Segment assets $ 1,567,229 $ 508,131 $ 2,075,360 Capital expenditures $ 3,323 $ 1,880 $ 5,203 Three Months Ended September 30, 2024 Segment North America Europe and ROW Total New Business $ 132,400 $ 92,393 $ 224,793 After Sales 11,970 25,688 37,658 Segment sales $ 144,370 $ 118,081 $ 262,451 Depreciation and amortization expense $ 4,695 $ 1,868 $ 6,563 Segment assets $ 718,079 $ 413,976 $ 1,132,055 Capital expenditures $ 1,297 $ 1,579 $ 2,876 Page 26 of 71 Index Segment Adjusted EBITDA is as follows: Three Month Ended September 30, 2025 Three Month Ended September 30, 2024 North America Europe and ROW North America Europe and ROW Sales $ 335,965 $ 135,360 $ 144,370 $ 118,081 Cost of products sold 271,447 105,765 115,020 92,554 Research and development 3,838 4,897 674 3,973 Selling, general and administrative 48,404 10,892 16,871 13,254 Other segment items (1) ( 22,043 ) 5,928 ( 606 ) ( 829 ) Segment Adjusted EBITDA $ 34,319 $ 7,878 $ 12,411 $ 9,129 (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: Three Months Ended September 30, 2025 2024 Total Segment Adjusted EBITDA $ 42,197 $ 21,540 Interest expense ( 14,227 ) ( 8,733 ) Foreign exchange losses on external debt 250 ( 1,096 ) Depreciation and amortization ( 14,990 ) ( 6,563 ) Restructuring and other related expenses ( 14,423 ) — Transaction related expenses ( 3,875 ) — Settlement of acquisition ( 449 ) — Change in valuation of liability for legacy Aebi Schmidt employee share plan 6,377 — Pension related income, net 1,025 674 Sales executive transition — ( 121 ) Change in provision for contingencies 381 202 Non-cash stock-based compensation expenses ( 825 ) — Other non-operating one-off items ( 694 ) ( 32 ) Income before income taxes $ 747 $ 5,871 Page 27 of 71 Index Sales and other financial information by reportable segment for the nine months ended September 30, 2025 , and September 30, 2024 , are as follows: Nine Months Ended September 30, 2025 Segment North America Europe and ROW Total New Business $ 564,826 $ 281,802 $ 846,628 After Sales 64,674 86,952 151,626 Segment sales $ 629,500 $ 368,754 $ 998,254 Depreciation and amortization expense $ 23,376 $ 4,665 $ 28,041 Segment assets $ 1,567,229 $ 508,131 $ 2,075,360 Capital expenditures $ 6,743 $ 3,684 $ 10,427 Nine Months Ended September 30, 2024 Segment North America Europe and ROW Total New Business $ 402,859 $ 265,776 $ 668,635 After Sales 39,029 80,067 119,096 Segment sales $ 441,888 $ 345,843 $ 787,731 Depreciation and amortization expense $ 14,460 $ 4,930 $ 19,390 Segment assets $ 718,079 $ 413,976 $ 1,132,055 Capital expenditures $ 3,626 $ 5,666 $ 9,292 Segment Adjusted EBITDA is as follows: Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 North America Europe and ROW North America Europe and ROW Sales $ 629,500 $ 368,754 $ 441,888 $ 345,843 Cost of products sold 503,642 290,361 352,277 264,671 Research and development 5,043 13,751 2,166 12,834 Selling, general and administrative 77,091 46,503 41,789 46,854 Other segment items (1) ( 25,655 ) 2,751 ( 3,065 ) ( 3,401 ) Segment Adjusted EBITDA $ 69,379 $ 15,388 $ 48,721 $ 24,885 (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. Page 28 of 71 Index The reconciliation of total Segment Adjusted EBITDA to Income before income taxes as follows: Nine Months Ended September 30, 2025 2024 Total Segment Adjusted EBITDA $ 84,767 $ 73,606 Interest expense ( 30,033 ) ( 26,310 ) Foreign exchange gains/losses on external debt ( 3,332 ) 1,058 Depreciation and amortization ( 28,041 ) ( 19,390 ) Restructuring and other related expenses ( 15,190 ) — Transaction related expenses ( 14,583 ) — Settlement of acquisition ( 1,317 ) — Changes in valuation of liability for legacy Aebi Schmidt employee share plan 6,377 — Pension related income, net 2,979 1,930 Legal matters ( 586 ) ( 518 ) Sales executive transition — ( 234 ) Change in provision for contingencies 920 ( 146 ) Non-cash stock-based compensation expenses ( 825 ) — Other non-operating one-off items ( 752 ) ( 89 ) Income before income taxes $ 384 $ 29,907 The following table presents sales disaggregated by geography which exceed 10% of total sales: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Switzerland $ 13,643 $ 13,627 $ 38,389 $ 42,867 U.S. 354,240 161,814 628,427 439,988 Other 103,442 87,010 331,438 304,876 Total sales $ 471,325 $ 262,451 $ 998,254 $ 787,731 NOTE 16 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025 up through the date the Company issued the financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events. Page 29 of 71 Index