What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 154 added, 417 removed, 521 unchanged (52% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2026 December 31,

27 unchanged sentences

Long-term debt, less current portion 502,745 488,949

Long-term loans from shareholders 58,213 59,101

Deferred tax liabilities 23,367 24,315

1 unchanged sentence

Commitments and contingent liabilities

Shareholders' 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.

79,300,000 and 79,300,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively;

and 77,157,983 and 76,998,754 shares outstanding as of March 31, 2026 and December 31, 2025, respectively.

77,158 76,999

3 unchanged sentences

Accumulated other comprehensive income 28,730 28,183

Total Shareholders’ equity 812,249 365,092

Total Shareholders’ equity attributable to Aebi Schmidt Holding AG 814,667 814,901

Non-controlling interest 26 50

Total equity 812,295 365,175

Total Shareholders' equity 814,693 814,951

TOTAL LIABILITIES AND EQUITY $ 2,007,115 $ 2,008,279

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Sales $ 455,545 $ 249,186

5 unchanged sentences

Amortization of purchased intangibles ( 8,052 ) ( 3,574 )

Other operating expense ( 610 ) ( 257 ) ( 990 ) ( 811 )

Other operating income 1,279 13

Total operating expenses ( 72,021 ) ( 38,912 )

7 unchanged sentences

( 488 ) ( 787 )

1,194 4,322 934 21,256

Net income (loss) attributable to non-controlling interest ( 24 ) ( 13 )

11 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

$ 1,194 $ 4,322 $ 934 $ 21,256

Net income $ 671 $ 2,062

Other comprehensive income:

2 unchanged sentences

Other comprehensive income (loss), net of tax 547 4,167

Comprehensive income (loss)

( 805 ) ( 331 ) 2,742 14,572

Comprehensive income

Comprehensive income (loss) attributable to non-controlling interests ( 24 ) ( 13 )

Comprehensive income (loss) attributable to Aebi Schmidt Holding AG $ ( 793 ) $ ( 350 ) $ 2,779 $ 14,530

Comprehensive income attributable to Aebi Schmidt Holding AG $ 1,242 $ 6,242

See accompanying Notes to Condensed Consolidated Financial Statements.

13 unchanged sentences

Translation adjustments in the reporting period 732 732 732

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 ( 185 ) ( 185 ) ( 185 )

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) 695 695 ( 24 ) 671

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 239 239 239

Issuance of common stock for Aebi Schmidt RSAs and RSUs, net of tax and cancellations 159,229 159 72 231 231

Dividends declared ($ 0.025 per share)

( 1,946 ) ( 1,946 ) ( 1,946 )

Balance at September 30, 2025 76,976,838 $ 76,977 $ 651,531 $ ( 257 ) $ 50,721 $ 33,277 $ 812,249 $ 46 $ 812,295

Balance at March 31, 2026 77,157,983 $ 77,158 $ 652,736 $ ( 257 ) $ 56,300 $ 28,730 $ 814,667 $ 26 $ 814,693

Paid-in Capital

3 unchanged sentences

Translation adjustments in the reporting period 181 181 181

Pension loss ( 302 ) ( 302 ) ( 302 )

Net income 8,745 8,745 2 8,747

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 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.

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

5 unchanged sentences

Non-cash financing costs 457 —

Changes in valuation of liability for employee share plan ( 6,377 ) —

Deferred taxes 2,355 1,411

8 unchanged sentences

Accrued compensation and related taxes ( 3,206 ) —

Other current liabilities and accrued expenses ( 26,599 ) 13,042

Other assets and liabilities ( 5,879 ) ( 13,610 )

Net cash provided by (used in) operating activities ( 24,552 ) 14,821

Net cash used in operating activities ( 17,739 ) ( 26,561 )

Cash flows from investing activities:

2 unchanged sentences

Proceeds from sale of property, plant and equipment 879 12

Net cash acquired in the acquisition of a business 19,905 —

Net cash provided by (used in) investing activities 9,938 ( 9,242 )

Net cash used in investing activities ( 1,055 ) ( 3,108 )

Cash flows from financing activities:

Proceeds on long-term debt 612,000 15,594

Payments on long-term debt ( 514,000 ) —

Proceeds from issuance of debt 41,255 17,395

Deferred payments related to historical transactions ( 916 ) ( 5,694 )

1 unchanged sentence

Payments of dividends

( 11,607 ) ( 3,225 )

Exercising and vesting of stock incentive awards ( 1,170 ) —

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 662 ) 872

Net increase in cash and cash equivalents 60,798 9,211

Net increase (decrease) in cash and cash equivalents 17,374 ( 17,355 )

Cash and cash equivalents at beginning of period 98,512 65,173

3 unchanged sentences

Interest 10,485 6,453

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 .

27 unchanged sentences

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.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 19, 2026 (the “Form 10-K”).

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, 2025, included in our Form 10-K.

Forward Stock Split.

2 unchanged sentences

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 Adopted.

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”), which simplifies the estimation of credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606.

The Company adopted ASU 2025-05 as of January 1, 2026 on a prospective basis.

Adoption did not impact the Company's consolidated results of operations, financial position, or cash flows.

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).

2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40) (“ASU 2024-03”).

The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions.

4 unchanged sentences

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.

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Consolidated Financial Statements.

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.

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.

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").

In September 2025, the FASB issued ASU 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.

3 unchanged sentences

The Company is currently evaluating the impact of adoption of ASU 2025-06 on the Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants - Accounting for Government Grants Received by Business Entities (Topic 832) (“ASU 2025-10”).

ASU 2025-10 provides the guidance on the recognition, measurement, and presentation of government grants related to an asset or to income.

ASU 2025-10 is effective for the Company for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years.

The Company is currently evaluating the impact of adoption of ASU 2025-10 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.

1 unchanged sentence

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,

The tables below disclose changes in contract assets and liabilities for the three months ended March 31, 2026 and 2025.

Contract Assets March 31,

2026 March 31,

Contract assets, beginning of period $ 82,342 $ 24,145

Reclassification of contract assets to receivables, as the result of rights to consideration becoming unconditional ( 55,932 ) ( 13,018 )

( 44,735 ) ( 8,366 )

Contract assets recognized, net of reclassification to receivables 55,020 19,941

103,222 22,594

Contract assets, end of period $ 81,430 $ 31,068

2 unchanged sentences

Reclassification of contract liabilities to revenue, as the result of performance obligations satisfied ( 3,920 ) ( 4,637 )

( 12,626 ) ( 3,208 )

Cash received in advance and not recognized in revenue 8,286 4,127

Contract liabilities, end of period $ 24,222 $ 19,534

(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

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customer obtains control of the product, which is generally upon shipment from our facility.

For performance obligations that are satisfied at a point in time, revenue is expected to be recognized when the 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.

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In the following tables, revenue is disaggregated by primary geographical market and timing of revenue recognition.

1 unchanged sentence

Three Months Ended

September 30, 2025

March 31, 2026

New Business After Sales Total

8 unchanged sentences

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

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Nine Months Ended

September 30, 2024

March 31, 2025

New Business After Sales Total

9 unchanged sentences

Inventories are summarized as follows:

September 30,

2026 December 31,

3 unchanged sentences

Total Inventories $ 379,186 $ 346,423

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

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

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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:

Thereafter 221,729

Total intangible assets $ 341,341

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized by major classifications as follows:

September 30,

2026 December 31,

6 unchanged sentences

Total Property, plant and equipment, net $ 162,626 $ 167,899

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.

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The Company recorded depreciation expense of $ 5,513 and $ 2,845 during the three months ended March 31, 2026 and 2025, respectively.

NOTE 5 – LEASES

2 unchanged sentences

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.

As of March 31, 2026, and December 31, 2025, assets recorded under finance leases were immaterial.

Operating lease expenses are classified as cost of products sold and selling, general and administrative on the Condensed 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 $ 7,676 $ 3,452

7 unchanged sentences

The weighted average remaining lease term and weighted average discount rate were as follows:

September 30,

Weighted average remaining lease term (in years)

4 unchanged sentences

Operating leases 5.95 % 5.42 %

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Supplemental cash flow information related to leases was as follows:

Nine Months Ended

September 30,

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

$ 6,234 $ 6,420

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Maturities of lease liabilities as of September 30, 2025, are as follows:

Maturities of lease liabilities as of March 31, 2026, are as follows:

Years ending December 31:

14 unchanged sentences

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.

Our income tax expense was $ 488 and $ 787 for the three months ended March 31, 2026, and 2025 , respectively.

The tax expense represented a 42.1 % and 27.6 % effective tax rate for the three months ended March 31, 2026, and 2025, respectively.

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 has continued to evaluate the effect of this through the first quarter of 2026 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.

1 unchanged sentence

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.

The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others

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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 months ended March 31, 2026.

Administrative guidance interpreting the OBBBA will be released over coming quarters which the Company will continue to monitor.

NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES

3 unchanged sentences

The end users also may receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles.

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Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation.

4 unchanged sentences

Changes in the warranty liability are summarized below:

Nine Months Ended

September 30,

Three Months Ended

Balance of warranty liability, beginning of period $ 20,303 $ 10,205

2 unchanged sentences

Changes in liability for pre-existing warranties ( 262 ) ( 8 )

Acquisition 6,782 —

Translation adjustment ( 212 ) 289

Balance of warranty liability, end of period $ 19,734 $ 11,205

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.

Long-term warranty provision amounting to $ 2,586 and $ 1,807 as of March 31, 2026 and 2025, 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.

As of March 31, 2026, and December 31, 2025, chassis consigned inventory was approximately $ 77,502 and $ 119,091 respectively.

The Company incurred $ 1,351 and $ 309 of interest expense related to the chassis on hand during the three months ended March 31, 2026 and 2025, respectively.

For additional information regarding our chassis pool agreements, refer to our audited consolidated financial statements and footnotes i n the Company ’s Form 10-K .

For further information regarding our chassis pool agreements, please refer to “ Note 8 - Commitments and Contingent Liabilities ” in the Company ’s Form 10-K.

NOTE 8 – DEFINED BENEFIT PENSION PLANS

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Service cost $ 668 $ 607

Interest cost 509 388

Expected return on plan assets ( 1,173 ) ( 995 ) ( 3,387 ) ( 2,907 )

Interest income ( 1,219 ) ( 1,058 )

Amortization of net gain ( 128 ) ( 227 )

1 unchanged sentence

Total Benefit cost $ ( 119 ) $ ( 246 )

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,

Pooled investment funds - at fair value $ 45,426 $ 39,773

Total Plan Assets $ 173,973 $ 152,173

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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.

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.

NOTE 9 – DEBT

Debt consists of the following:

September 30,

2026 December 31,

1 unchanged sentence

Term loan, Facility A, due 2030 325,412 328,377

Revolving credit facility, due 2026

Facility A, due 2026 — 20,778

Facility B, due 2026 — 40,000

Facility C, due 2026 — 119,715

Shareholder loan 58,213 59,101

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Total long-term debt $ 560,958 $ 548,050

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

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Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $ 350,000 .

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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 average interest rate for the three months ended March 31, 2026 was 6.307 % .

As of March 31, 2026, debt issuance costs of $ 4,532 are deferred and amortized based on the effective interest method and $ 267 have been written off for the three months ended March 31, 2026.

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.

In addition, the credit facilities agreement governing Facility A (the “ New 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.

The Company was in compliance with all covenants as of March 31, 2026 and December 31, 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 New Credit Facilities Agreement also provides for a multicurrency senior secured revolving loan facility (the “Revolving 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 average interest rate for the three months ended March 31, 2026 was 6.253 %.

As of March 31, 2026, debt issuance costs of $ 3,237 are deferred and amortized based on a straight-line basis over the term of the debt and $ 190 have been written off for the three months ended March 31, 2026.

In addition, the credit facilities agreement also requires the Company to maintain certain financial ratios.

In addition, the New 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.

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

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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.

The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Shareholder loans

As of September 30, 2025 , and December 31, 2024 , there were subordinated shareholder loans totaling CHF 13,563 ( 2025 :

As of March 31, 2026 and December 31, 2025 , there were subordinated shareholder loans totaling CHF 13,563 ( 2026 :

$ 16,962 , 2025 :

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$ 11,750 ) 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.

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

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end date or if an extension agreement is signed.

The change in the loan balance as of March 31, 2026 and December 31, 2025 , is solely due to foreign exchange rate fluctuations.

These shareholder loans were renewed and amended in connection with entry into the New Credit Facilities Agreement.

In the first quarter of 2026, the Company entered into an uncommitted revolving credit facility with a maximum availability of $ 20,000 and maturity date February 9, 2027.

The facility bears interest at variable rates based on applicable reference rates (e.g., SOFR, SARON or EURIBOR) plus a margin.

The average interest rate for the three months ended March 31, 2026 was 5.923 %.

The agreement includes customary terms and conditions, including representations and warranties, events of default and covenants typical for facilities of this nature.

The lender may cancel the facility any time on short notice.

As of March 31, 2026, there was $ 20,000 outstanding under the facility.

This debt is included in “Other debt” in the table above.

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.

The contingent liabilities include guarantees amounting to $ 19,234 and $ 20,246 as of March 31, 2026 and December 31, 2025 , 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.

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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 .

There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the three months ended March 31, 2026 and 2025 .

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of AOCI, net of tax are as follows:

September 30,

2025 September 30,

2026 March 31,

Foreign currency translation adjustments $ 10,408 $ 9,245

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Total accumulated other comprehensive income $ 28,730 $ 35,636

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.

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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

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.

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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:

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

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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 11 – EARNINGS PER SHARE

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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.

Potential shares of common stock are calculated using the treasury-stock method and consist of incremental shares issuable upon the vesting of the equity classified restricted stock awards granted in June 2025, Aebi Schmidt restricted stock awards ( “RSAs”) and the Aebi Schmidt restricted stock units (“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

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Three months ended March 31,

(in thousands, except per share data)

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NOTE 12 – 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.

On July 1, 2025 (“Acquisition Date”), the Company acquired all outstanding equity 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 ” .

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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 assets acquired and liabilities assumed were recorded 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.

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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

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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.

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 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 assigned to the North America reporting unit, which is included in the North America reportable segment.

Goodwill totaled $ 182,492 and is not deductible for tax purposes.

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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.

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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.

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(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.

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 Acquisition Date of July 1, 2025.

(3) Represents the estimated fair value of Shyft RSAs, Shyft RSUs (other than Shyft Director RSUs), and Shyft performance stock units ( “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.

The total number of shares of Aebi Schmidt Common Stock 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 RSAs exchanged for Shyft RSAs 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 13 - Stock Based Compensation and Equity ” in the Company's Form 10-K.

Acquisition costs in connection with the Merger incurred by the Company include acquisition-related legal and other professional fees in the total amount of $ 19,169 as of the Acquisition Date, which are recognized as $ 14,765 and $ 4,404 in the income statement for the year ended December 31, 2025 and 2024, 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:

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The table below presents the preliminary purchase price allocation to the estimated fair value of identifiable assets acquired and liabilities assumed as of the Acquisition Date.

Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.

In the fourth quarter of 2025, the Company recorded measurement period adjustments to cash and cash equivalents, other current liabilities and accrued expenses, and intangible assets.

We also adjusted deferred tax liabilities in the fourth quarter of 2025 to reflect measurement‑period refinements to our estimated deferred tax calculation.

In the first quarter of 2026, the Company recorded measurement period adjustments to other current liabilities and accrued expenses.

The offset to these adjustments were recorded as a net decrease to goodwill.

The purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows:

Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation (As Adjusted)

Fair value of identifiable assets and liabilities:

Cash and cash equivalents $ 19,905 $ ( 539 ) $ 19,366

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Accounts receivable 84,121 84,121

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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):

Intangible assets totaling $ 182,786 have provisionally been assigned to Brand, Technology, Customer relationships and Order backlog as a result of the acquisition.

The fair value of Customer relationships was determined using an income approach methodology, specifically the multi-period excess earnings method.

The fair value of Brand and Technology was determined using an income approach methodology, specifically the relief from royalty method.

Significant assumptions used in estimating future cash flows included projected revenue growth rates and discount rate for customer relationships and projected revenue growth rates, royalty rate and discount rate for brand.

Intangible assets consist of the following (in thousands):

Amount Useful life (in years) Weighted average amortization period (in years)

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Customer relationships 90,882 15 15

Order backlog 4,809 1 1

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Order backlog 4,949 1 1

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.

For the three months ended March 31, 2026, Shyft generated revenue of $ 186,304 and operating income of $ 1,652 , which are included in the accompanying condensed 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.

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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 application of this expedient aligns with the acquiree’s historical accounting and is not expected to materially affect the condensed 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 following table summarizes the unaudited supplemental pro forma financial information for the three-month period ended March 31, 2025, as if the acquisition was completed on January 1, 2025.

The unaudited pro forma information was prepared in accordance with the requirements of ASC 805.

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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

(In thousands amounts) Three Months Ended March 31, 2025

Revenue $ 452,522

Net income $ 14,485 $ 5,634 $ 9,124 $( 11,894 )

Net loss $ ( 27,595 )

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, 2025, 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 unaudited pro forma financial information for the three-month period ended March 31, 2025, is a result of combining the consolidated income statement of the Company with the results of the net assets acquired from Shyft.

The pro forma results do not include any cost savings and synergies anticipated as a result of the transaction.

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NOTE 13 – 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.

The Company identifies its 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 and the 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

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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.

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 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:

Sales and other financial information by reportable segment for the three months ended March 31, 2026 , and March 31, 2025 , are as follows:

Three Months Ended

September 30, 2025

March 31, 2026

North America Europe and

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Three Months Ended

September 30, 2024

March 31, 2025

North America Europe and

8 unchanged sentences

Segment Adjusted EBITDA is as follows:

Three Month Ended

September 30, 2025 Three Month Ended

September 30, 2024

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

America Europe and

10 unchanged sentences

Three Months Ended

September 30,

Total Segment Adjusted EBITDA $ 33,117 $ 21,277

4 unchanged sentences

Transaction related expenses — ( 4,643 )

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

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

North America Europe and

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

North America Europe and

New Business $ 402,859 $ 265,776 $ 668,635

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

America Europe and

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

The reconciliation of total Segment Adjusted EBITDA to Income before income taxes as follows:

Nine Months Ended

September 30,

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 ) —

Integration costs ( 3,301 ) —

Settlement of acquisition ( 434 ) ( 412 )

Changes in valuation of liability for legacy Aebi Schmidt employee share plan 6,377 —

Pension related income, net 776 929

Legal matters ( 1,427 ) —

Sales executive transition — ( 234 )

Change in provision for contingencies 288 210

2 unchanged sentences

Income before income taxes $ 1,159 $ 2,849

Page 22 of 39

The following table presents sales disaggregated by geography which exceed 10% of total sales:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

$ 328,238 $ 134,448

Switzerland 13,290 11,205

Other 114,017 103,533

Total sales $ 455,545 $ 249,186

Three Months Ended March 31,

72.1 % 54.0 %

Switzerland 2.9 % 4.5 %

Other 25.0 % 41.5 %

Total sales 100.0 % 100.0 %

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.

The following table presents assets disaggregated by geography that exceeds 10% of total assets:

March 31, 2026 December 31, 2025

$ 1,471,399 $ 1,495,145

Switzerland 210,818 177,549

Other 324,898 335,585

Total assets $ 2,007,115 $ 2,008,279

March 31, 2026 December 31, 2025

73.3 % 74.4 %

Switzerland 10.5 % 8.8 %

Other 16.2 % 16.8 %

Total assets 100.0 % 100.0 %

Page 23 of 39

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements