Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, due to the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective.
Management’s Report on Internal Control Over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Material Weakness in Internal Control over Financial Reporting
As previously reported, management identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Aebi Schmidt’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses in its internal control over financial reporting are as follows:
i. A lack of designing and maintaining an effective control environment commensurate with Aebi Schmidt’s financial reporting requirements due to an insufficient number of professionals with an appropriate level of internal controls and technical U.S. GAAP knowledge, experience, and training to appropriately analyze, record, and disclose accounting matters, including complex, non‑routine transactions accurately and timely.
ii. A lack of maintaining formal accounting policies and procedures and designing and maintaining controls related to significant accounts and disclosures to achieve complete, accurate, and timely financial accounting, reporting, and disclosures.
iii. A lack of consistently establishing appropriate authorities and responsibilities related to the segregation of duties in Aebi Schmidt’s finance and accounting functions.
iv. A failure to design and maintain effective information technology (“IT”) general controls over user access, change management, and segregation of duties for SAP information systems in Europe that are relevant to the preparation of its financial statements.
v. A failure to design and maintain effective IT general controls over user access, change management, and segregation of duties for the remaining information systems that are relevant to the preparation of its financial statements.
The above control deficiencies did not result in a material misstatement to the financial statements. However, these IT general control deficiencies could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected.
Remediation Plan for Material Weaknesses
Our management is developing a plan to remediate the material weaknesses in the internal control over financial reporting described above. The remediation plan includes the following actions:
a. Enhancing the Company’s accounting and finance organization by hiring additional personnel with appropriate U.S. GAAP technical accounting and SEC financial reporting requirements expertise.
b. Providing targeted training to existing personnel on U.S. GAAP technical accounting, internal control over financial reporting, and SEC financial reporting requirements.
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c. Designing and implementing a formal financial reporting control framework, including strengthening management review controls and documentation standards.
d. Designing and implementing IT general and application controls for all systems that materially impact financial reporting, including user access, change management, and segregation of duties controls.
As the Combined Company has not been subject to SOX requirements, management established a SOX compliant internal control framework and engaged experienced control resources to support integration activities and to assess internal control and U.S. GAAP requirements. The Company also expanded its business and IT personnel to strengthen accounting, reporting, and control capabilities and provided training on internal controls, system usage, and documentation standards.
Management is leveraging existing accounting policies and procedures as a foundation to further enhance the Company’s reporting and delegation of authority (“DoA”) framework. The Company maintains a formal DoA framework designed to define clear decision-making responsibilities, accountability, and oversight across the organization.
Management will continue to evaluate the effectiveness of these remediation efforts and will not consider the material weaknesses remediated until applicable controls are operational for a sufficient period and management concludes through testing that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
In the fourth quarter of 2025, management centralized governance over SAP and other key systems, completed risk and control evaluation activities, tested control design, enhanced risk and control matrices, and began reviews and remediation planning related to user access, change management, configuration, automated and segregation of duties control gaps.
Management is taking actions to remediate the material weaknesses in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Except as otherwise described herein, there was no change in our internal control over financial reporting that occurred during our quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
An effective internal control system, regardless of design, has inherent limitations, including the possibility of human error, management override, system limitations, or the failure of controls to operate as intended. Accordingly, even once the remediation plan is completed, internal control over financial reporting can provide only reasonable, not absolute, assurance regarding the reliability of financial reporting.
Item 9B. Other Information
During the quarter ended December 31, 2025, no director of officer (as defined in Rule 16a-1(f) Under the Exchange Act) of the Company adopted , modified or terminated a “Ruel 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our executive officers is included in Part I of this Form 10-K under the heading “Information about our Executive Officers.”
The Company has adopted a “Code of Conduct for employees of our group” applicable to all directors, officers and employees, including the Company's principal executive, financial and accounting officers (the “Code of Ethics”). The Code of Ethics is available without charge on the “Corporate Governance” portion of the Company's website. A copy of our Code of Ethics is also filed as Exhibit 14.1 to this Annual Report.
We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, which we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the applicable stock exchange listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report.
The information required by this item (other than as set forth above) is incorporated by reference from our definitive proxy statement for our 2026 annual meeting of shareholders (the “2026 Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated by reference from the 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference from the 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from the 2026 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item about aggregate fees billed to us by our independent registered public accounting firm, PricewaterhouseCoopers AG, i ncorporated by reference from the 2026 Proxy Statement.
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Part IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements are included in Part II, Item 8 of this Annual Report.
(a)(2) Schedules I, II, III, IV and V are not applicable to the Company and, therefore, have been omitted.
(a)(3) Exhibit List:
Incorporated by Reference
Exhibit
No. Description Filed Herewith Form Original Number Date Filed
2.1 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. #
S-4 2.1 April 4, 2025
3.1 Amended Articles of Association of Aebi Schmidt Holding AG, effective as of July 1, 2025
8-K 3.1 July 1, 2025
3.2 Organizational Regulations of the Company, effective as of July 1, 2025
8-K 3.2 July 1, 2025
4.1 Description of Registrant’s Securities
X
10.1 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 #
8-K 10.1 July 1, 2025
10.2 Relationship Agreement, by and among the Company, PCS Holding AG and Peter Spuhler, dated as of July 1, 2025
8-K 10.2 July 1, 2025
10.3 Relationship Agreement, by and among the Company and Gebuka AG, dated as of July 1, 2025
8-K 10.3 July 1, 2025
10.4 Relationship Agreement, by and among the Company and Barend Fruithof, dated as of July 1, 2025
8-K 10.4 July 1, 2025
10.5 Registration Rights Agreement, by and between the Company and PCS Holding AG, Peter Spuhler and Gebuka AG, dated as of July 1, 2025
8-K 10.5 July 1, 2025
10.6 Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and PCS Holding AG, dated as of June 26, 2025
8-K 10.6 July 1, 2025
10.7 Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and PCS Holding AG, dated as of June 26, 2025
8-K 10.7 July 1, 2025
10.8 Second Amended and Restated Shareholder Loan Agreement (2015) by and between the Company and Gebuka AG (2015), dated as of June 26, 2025
8-K 10.8 July 1, 2025
10.9 Second Amended and Restated Shareholder Loan Agreement (2018) by and between the Company and Gebuka AG, dated as of June 26, 2025
8-K 10.9 July 1, 2025
10.10 Subordination Agreement, by and between the Company and UBS Switzerland AG and PCS Holding AG, dated as of June 26, 2025
8-K 10.10 April , 2025
10.11 Subordination Agreement, by and between the Company and UBS Switzerland AG and Gebuka AG, dated as of June 26, 2025 (personal information redacted)
8-K 10.11 July 1, 2025
10.12 Swiss Life supplemental defined benefit pension plan documents *
S-4 10.10 April 4, 2025
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Incorporated by Reference
Exhibit
No. Description Filed Herewith Form Original Number Date Filed
10.13 Aebi Schmidt Regulation on Short-Term Variable Remuneration (Bonus) - Performance Multiple, dated December 5, 2025 and effective January 1, 2026 *
X
10.14 Aebi Schmidt Regulation on Short-Term Variable Remuneration (Bonus) - Performance Cumulative, dated December 5, 2025 and effective January 1, 2026 *
X
10.15 Managing Director Agreement between Aebi Schmidt and Barend Fruithof, dated as of April 16, 2020 and effective as of January 1, 2020 (English translation from the original German, personal information redacted) *
S-4 10.11 April 4, 2025
10.16 Compensation Adjustment Letter from Aebi Schmidt to Mr. Fruithof, dated December 4, 2025 and effective January 1, 2026 (personal information redacted) *
X
10.17 Employment Agreement between M-B Companies, Inc. and Mr. Schewerda, dated October 1, 2020 (personal information redacted) *
S-4 10.12 April 4, 2025
10.18 Compensation Adjustment Letter from Aebi Schmidt to Mr. Schewerda, dated December 4, 2025 and effective January 1, 2026 (personal information redacted) *
X
10.19 Employment Agreement between Aebi Schmidt and Mr. Schenkirsch, dated January 16, 2023 and effective as of January 1, 2023 (English translation from the original German, personal information redacted) *
S-4 10.13 April 4, 2025
10.20 Compensation Adjustment Letter from Aebi Schmidt to Mr. Schenkirsch dated December 4, 2025 and effective January 1, 2026 (personal information redacted) *
X
10.21 Employment Agreement between Aebi Schmidt and Marco Portmann, dated April 2, 2025 and effective as of April 14, 2025 (English translation from the original German, personal information redacted) *
X
10.22 Compensation Adjustment Letter from Aebi Schmidt to Mr. Portmann dated December 4, 2025 and effective January 1, 2026 (personal information redacted) *
X
10.23 Employment Agreement between Aebi Schmidt and Henning Schröder, dated September 27, 2018 and effective as of May 1, 2019 (English translation from the original German, personal information redacted) *
X
10.24 Compensation Adjustment Letter from Aebi Schmidt to Mr. Schröder dated December 4, 2025 and effective January 1, 2026 (personal information redacted) *
X
10.25 The Shyft Group, Inc. 2016 Stock Incentive Plan, as amended *
S-8 10.1 July 1, 2025
10.26 Second Amendment to The Shyft Group, Inc. 2016 Stock Incentive Plan *
S-8 10.2 July 1, 2025
10.27 The Shyft Group, Inc. 2016 Stock Incentive Plan (Amended and Restated Effective May 17, 2023) *
S-8 10.3 July 1, 2025
10.28 First Amendment to The Shyft Group, Inc. 2016 Stock Incentive Plan (Amended and Restated Effective May 17, 2023) *
S-8 10.4 July 1, 2025
10.29 The Shyft Group, Inc. Stock Incentive Plan (2025) *
S-8 10.5 July 1, 2025
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Incorporated by Reference
Exhibit
No. Description Filed Herewith Form Original Number Date Filed
10.30 First Amendment to The Shyft Group, Inc. Stock Incentive Plan (2025) *
S-8 10.6 July 1, 2025
10.31 Form of Bonus Retention Agreement between Aebi Schmidt and certain officers of Aebi Schmidt and its subsidiaries *
10-Q 10.6 June 27, 2025
10.32 Form of Director Mandate Letter
X
10.33 Lockup Letter, dated April 5, 2025, by and between Aebi Schmidt and John Dunn *
S-4/A 10.19 May 5, 2025
14.1 Code of Conduct of the Company, effective as of July 1, 2025
8-K 14.1 July 1, 2025
19 Aebi Schmidt’s Insider Trading Policy
X
21.1 Subsidiaries of Aebi Schmidt Holding AG
X
23.1 Consent of PricewaterhouseCoopers AG
X
31.1 Certification of CEO pursuant to Section 302
X
31.2 Certification of CFO pursuant to Section 302
X
32.1 Certification of CEO pursuant to 18 U.S.C. § 1350
X
32.2 Certification of CFO pursuant to 18 U.S.C. § 1350
X
97.1 Aebi Schmidt Holding AG Clawback Policy
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aebi Schmidt agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request.
* Management contract, compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AEBI SCHMIDT HOLDING AG
March 19, 2026 By: /s/ Barend Fruithof
Barend Fruithof
Group Chief Executive Officer
and
March 19, 2026 By: /s/ Marco Portmann
Marco Portmann
Group Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
March 19, 2026 By: /s/ Barend Fruithof
Barend Fruithof
Group Chief Executive Officer
(Principal Executive Officer) and Vice Chairman of the Board
March 19, 2026 By: /s/ Marco Portmann
Marco Portmann
Group Chief Financial Officer
(Principal Financial Officer)
March 19, 2026 By: /s/ Joel Meury
Joel Meury
Head Group Accounting
(Principal Accounting Officer)
March 19, 2026 By: /s/ James A. Sharman
James A. Sharman
Chairman of the Board
March 19, 2026 By: /s/ Michael Dinkins
Michael Dinkins
Director
March 19, 2026 By: /s/ Angela K. Freeman
Angela K. Freeman
Director
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March 19, 2026 By: /s/ Paul Mascarenas
Paul Mascarenas
Director
March 19, 2026 By: /s/ Terri A. Pizzuto
Terri A. Pizzuto
Director
March 19, 2026 By: /s/ Andreas Rickenbacher
Andreas Rickenbacher
Director
March 19, 2026 By: /s/ Martin Ritter
Martin Ritter
Director
March 19, 2026 By: /s/ Patrick Schaub
Patrick Schaub
Director
March 19, 2026 By: /s/ Daniela Spuhler
Daniela Spuhler
Director
March 19, 2026 By: /s/ Peter Spuhler
Peter Spuhler
Director
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