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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-13 · 114 added, 228 removed, 158 unchanged (68% of the section changed)

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Forward-Looking Statements

The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refer to Aebi Schmidt and its consolidated subsidiaries.

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Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements.

Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section following the cover page to this Quarterly Report entitled " Forward-Looking Statements ", and Part II, Item 1A of this Quarterly Report ( Risk Factors ), as well as the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Registration Statement.

Aebi Schmidt is a global leader in intelligent and innovative solutions for clean and safe infrastructure with a strong presence in over 90 countries in North America, Europe, and the rest of the world.

Aebi Schmidt provides a wide range of technical products designed for effective maintenance of public and private infrastructure, including solutions for Snow and Ice Clearing, Airport Runway Clearing, Street Sweeping and Marking, Commercial Trucks and Trailers, and Agriculture.

In addition, Aebi Schmidt manufactures and assembles specialty vehicles for commercial and recreational applications, including walk-in vans, truck bodies for last-mile delivery, vocation-specific upfit solutions, and luxury motorhome chassis, as well as offering related services such as repair, maintenance, and refurbishment.

Aebi Schmidt remains committed to innovation and technology, integrating advanced features into its products to enhance performance and maintain a competitive market position.

Based on its strategy and strong customer orientation, the Company is prepared to continue its growth path in the foreseeable future.

Aebi Schmidt operates in two reportable segments, which consist of (i) North America, and (ii) Europe including the rest of the world (collectively referred to as “Europe and the Rest of the World”).

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2025.

Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section following the cover page to this Quarterly Report entitled “ Forward-Looking Statements ”, and Part II, Item 1A of this Quarterly Report ( Risk Factors ), as well as the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

Aebi Schmidt is a provider of innovative technical products for cleaning and clearing traffic areas as well as mowing green spaces in particularly challenging terrain.

The range of products include vehicles, attachable and demountable devices for individual vehicle equipment as well as related services.

In addition, the Company manufactures and assembles specialty vehicles for commercial and recreational applications, including walk-in vans, truck bodies for last-mile delivery, vocation-specific upfit solutions, and luxury motorhome chassis.

It also offers replacement parts, repair, maintenance, and refurbishment services for these vehicles.

Aebi Schmidt covers the European and North American markets with its own sales organizations while clients outside of these markets are served either directly by the exporting subsidiary or indirectly by the worldwide dealer network.

On July 1, 2025, Aebi Schmidt acquired 100% of the outstanding equity interests of The Shyft Group, Inc.

(“Shyft”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”).

The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance our product offerings in specialty vehicle solutions, develop our market share in North America, and to leverage Shyft's innovative design and manufacturing capabilities.

Aebi Schmidt operates in two reportable segments, which consist of (i) North America and (ii) Europe and the Rest of the World (“ROW”).

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2026.

North America

Aebi Schmidt’s North America Segment, now including Shyft, offers leading brands in Commercial Trucks and Trailers, Snow and Ice Clearing, and Airport Snow and Ice Clearing, Fleet and Specialty Vehicle markets.

Aebi Schmidt North America segment offers a wide range of vehicles, equipment, and services primarily across four of our five lines of business:

Airport & Chassis, Commercial Trucks, Goods Transport, and Municipal.

Aebi Schmidt operates as a key player in providing innovative solutions for snow removal, street cleaning, and other essential services that enhance infrastructure and public safety.

Europe and the Rest of the World

Aebi Schmidt maintains a strong presence in Europe and the Rest of the World through its Street Sweeping and Marking and Environmental Maintenance, Airport Snow and Ice Clearing, and Agriculture products.

The Merger with Shyft in July 2025 allowed Aebi Schmidt to penetrate additional markets and product lines, as well as combine Aebi Schmidt’s commercial business with Shyft’s fleet and commercial business, optimizing Aebi Schmidt’s purchasing and production capacity.

Europe and the ROW

In Europe and the ROW, Aebi Schmidt offers a wide range of vehicles, equipment and services primarily across three of our five lines of business:

Airport & Chassis, Municipal and Agriculture.

Aebi Schmidt has long-lasting relationships with airports and municipalities across Europe and with international customers.

Recent Developments

Business Combination with Shyft

On July 1, 2025 (“Acquisition Date”), Aebi Schmidt (“Acquirer”) acquired 100% of the outstanding equity interests of Shyft (“Acquiree”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”).

The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance the Company's product offerings in specialty vehicle solutions, develop the Company’s market share in North America, as well as to leverage Shyft's innovative design and manufacturing capabilities.

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The Merger was accounted for as a business combination in accordance with U.S.

GAAP, with Aebi Schmidt treated as the legal and accounting acquirer and Shyft as the legal and accounting acquiree for financial reporting purposes.

As a result of the Shyft acquisition, Aebi Schmidt expects to benefit from continued operational efficiency and cash flow generation from the Combined Company’s full suite of offerings, scaled platform, and expanded portfolio.

The acquisition will facilitate Aebi Schmidt’s growth plans, including strengthening its financial profile and delivering significant value for its shareholders by unlocking synergies between Shyft and Aebi Schmidt.

Refer to Note 14 - Business Combination for further information regarding the Merger.

Aebi Schmidt offers a wide range of products tailored to European and international markets, including snowplows, street sweepers, multifunctional vehicles, and specialized equipment for airport operations.

Aebi Schmidt has established a strong reputation for quality and reliability, with innovative solutions that enhance efficiency and sustainability through its technological features.

Key Performance Indicators

Aebi Schmidt reviews the following key performance indicators on a regular basis in order to evaluate the financial and operating performance of its business, identify trends affecting its performance, prepare financial projections, and make strategic decisions.

Aebi Schmidt’s key performance indicators are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies.

Aebi Schmidt’s key performance indicators are not based on any standardized industry

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methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies.

Similarly, Aebi Schmidt’s key metrics may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology.

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Aebi Schmidt regularly reviews and may adjust its processes for calculating its internal metrics to improve their accuracy.

In addition to the key performance indicators summarized below, Aebi Schmidt also evaluates certain non-GAAP financial measures (i.e.

Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

The following table presents a summary of Aebi Schmidt’s key performance indicators for the nine months ended September 30, 2025 , and September 30, 2024 .

Nine Months Ended September 30,

In addition to the key performance indicators summarized below, Aebi Schmidt also evaluates certain non-GAAP financial measures (i.e., Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

The following table presents a summary of Aebi Schmidt’s key performance indicators for the three months ended March 31, 2026 and March 31, 2025 .

Three Months Ended March 31,

(in thousands, except percentages) 2026 2025

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Adjusted EBITDA margin (1)

8.49 % 9.34 %

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

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Results of Operations

Three months ended September 30, 2025 compared with three months ended September 30, 2024

Three months ended March 31, 2026 compared with three months ended March 31, 2025

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Results for Aebi Schmidt for the three months ended September 30, 2025 , compared to results for the three months ended September 30, 2024 .

For the Three Months Ended September 30,

Results for Aebi Schmidt for the three months ended March 31, 2026 , compared to results for the three months ended March 31, 2025 .

For the Three Months Ended March 31,

(in thousands, except percentages) 2026 2025 $ Change % Change

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Amortization of purchased intangibles (8,052) (3,574) (4,478) 125 %

Other operating (income) expense (610) (257) (353) 137 %

Other operating income 1,279 13 1,266 n.m.

Total operating expenses (72,021) (38,912) (33,109) 85 %

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Interest expense (11,350) (6,503) (4,847) 75 %

Other income (expense) (2,523) (1,728) (795) n.m.

Other income (expense) (2,859) (5,042) 2,183 (43) %

Total other income (expense) (14,209) (11,545) (2,664) 23 %

Income from continuing operations before income taxes 747 5,871 (5,124) (87) %

Income before income taxes 1,159 2,849 (1,690) (59) %

Income tax (expense) benefit (488) (787) 299 (38) %

Net income 671 2,062 (1,391) (67) %

Net income attributable to non-controlling interest (12) 19 (31) n.m.

Net income (loss) attributable to non-controlling interest (24) (13) (11) 85 %

Net income attributable to Aebi Schmidt Holding AG $ 695 $ 2,075 $ (1,380) (67) %

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Sales increased by $208.9 million, or 80%, to $471.3 million in the three months ended September 30, 2025 , from $262.5 million in the three months ended September 30, 2024 .

Sales increased by $206.3 million, or 83%, to $455.5 million in the three months ended March 31, 2026 , from $249.2 million in the three months ended March 31, 2025 .

The increase in sales was primarily driven by sales attributed to Shyft of $186.3 million, an increase in new business sales of $10.1 million, and an increase in after sales of $9.9 million.

Cost of products sold

Cost of products sold increased by $169.6 million, or 82%, to $377.2 million in the three months ended September 30, 2025 , from $207.6 million in the three months ended September 30, 2024 .

The increase in cost of products sold was driven by $152.2 million in costs attributable to Shyft, an increase of $15.9 million in costs related to new business sales, and an increase of $2.0 million in costs related to after sales.

This was partially offset by a decrease of $0.3 million due to lower overhead costs incurred compared to the prior period.

Cost of products sold increased by $172.3 million, or 88%, to $368.2 million in the three months ended March 31, 2026 , from $195.9 million in the three months ended March 31, 2025 .

The increase in cost of products sold was primarily driven by $156.8 million in costs attributable to Shyft, an increase of $9.7 million in costs related to new business sales, and an increase of $5.7 million in costs related to after sales.

Research and development expense

Research and development expense increased by $4.1 million, or 88%, to $8.7 million in the three months ended September 30, 2025 , from $4.6 million in the three months ended September 30, 2024 driven by an increase of $3.1 million in activity attributable to Shyft and development of new product solutions by Aebi.

Research and development expense increased by $2.1 million, or 45%, to $6.7 million in the three months ended March 31, 2026 , from $4.6 million in the three months ended March 31, 2025 primarily driven by an increase of $1.0 million in activity attributable to Shyft and the development of product solutions.

Selling, general and administrative expense

Selling, general and administrative expense increased by $29.2 million, or 97%, to $59.3 million in the three months ended September 30, 2025 , from $30.1 million in the three months ended September 30, 2024 .

The increase in selling, general and administrative expense was primarily driven by an increase of $32.8 million in costs attributable to Shyft and an increase in other general administrative costs of $5.2 million due to additional costs incurred as a public company.

Selling, general and administrative expense increased by $27.8 million, or 91%, to $58.5 million in the three months ended March 31, 2026 , from $30.7 million in the three months ended March 31, 2025 .

The increase in selling, general and administrative expense was primarily driven by an increase of $22.3 million in costs attributable to Shyft, an increase in sales department costs of $2.2 million, an increase in finance department costs of $1.6 million, and an increase in IT costs of $1.3 million.

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increase was partially offset by a decrease in finance department costs of $1.0 million, a decrease in management costs of $0.6 million, and a decrease in IT costs of $0.8 million.

Amortization of purchased intangibles

Amortization of purchased intangibles increased by $4.5 million, or 127%, to $8.0 million in the three months ended September 30, 2025 , from $3.5 million in the three months ended September 30, 2024 .

Amortization of purchased intangibles increased by $4.5 million, or 125%, to $8.1 million in the three months ended March 31, 2026 , from $3.6 million in the three months ended March 31, 2025 .

The increase is primarily attributable to amortization of $4.5 million related to the intangible assets acquired as part of the Merger with Shyft.

Other operating (income) expense

Other operating expense increased by $0.3 million, or 137%, to $0.6 million in the three months ended September 30, 2025 , from other operating expense of $0.3 million in the three months ended September 30, 2024 .

The increase in other operating expense was primarily driven by an increase of net foreign exchange losses of $0.1 million and an increase in other income net other expense of $0.2 million.

Interest expense

Interest expense increased by $5.5 million, or 63%, to $14.2 million in the three months ended September 30, 2025 , from $8.7 million in the three months ended September 30, 2024 .

The increase in interest expense was primarily driven by the incurrence of $1.8 million in costs related to the refinancing, an increase in interest of $3.0 million and $0.9 million in interest expense attributable to Shyft.

Other income (expense)

Other expense increased by $0.8 million to $2.5 million in the three months ended September 30, 2025 , from other expense of $1.7 million in the three months ended September 30, 2024 .

The increase in other expense was driven by an increase in transaction related expense of $2.2 million partially offset by decreases in net foreign exchange losses on financial positions of $1.3 million.

Income tax (expense) benefit

Income tax benefit increased by $1.9 million, or 129%, to $0.4 million in the three months ended September 30, 2025 , from income tax expense of $1.5 million in the three months ended September 30, 2024 .

The increase in income tax benefit was primarily driven by a $0.8 million benefit attributable to Shyft and a decrease in current income taxes of $1.2 million due to lower taxable income in the three months ended September 30, 2025.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

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Results for Aebi Schmidt for the nine months ended September 30, 2025 , compared to results for the nine months ended September 30, 2024 .

For the Nine Months Ended

September 30,

(in thousands, except percentages)

2025 2024 $ Change % Change

Sales $ 998,254 $ 787,731 $ 210,523 27 %

Cost of products sold (794,003) (616,948) (177,055) 29 %

Gross profit 204,251 170,783 33,468 20 %

Operating expenses:

Research and development (18,794) (15,000) (3,794) 25 %

Selling, general and administrative (123,594) (88,643) (34,951) 39 %

Amortization of purchased intangibles (15,123) (10,548) (4,575) 43 %

Other operating (income) expense (990) (811) (179) 22 %

Total operating expenses (158,501) (115,002) (43,499) 38 %

Operating income 45,750 55,781 (10,031) (18) %

Other income (expense):

Interest expense (30,033) (26,310) (3,723) 14 %

Other income (expense) (15,333) 436 (15,769) n.m.

Total other income (expense) (45,366) (25,874) (19,492) 75 %

Income from continuing operations before income taxes 384 29,907 (29,523) (99) %

Income tax (expense) benefit 550 (8,651) 9,201 (106) %

Net income 934 21,256 (20,322) (96) %

Net income attributable to non-controlling interest (37) 42 (79) n.m.

Net income attributable to Aebi Schmidt Holding AG $ 971 $ 21,214 $ (20,243) (95) %

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Sales increased by $210.5 million, or 27%, to $998.3 million in the nine months ended September 30, 2025 , from $787.7 million in the nine months ended September 30, 2024 .

The increase in sales was primarily driven by $186.4 million in sales attributable to Shyft, an increase in after sales of $9.2 million, and an increase in new business sales of $14.9 million.

Cost of products sold

Cost of products sold increased by $177.1 million, or 29%, to $794.0 million in the nine months ended September 30, 2025 , from $616.9 million in the six months ended June 30, 2024.

The increase in cost of products sold was driven by $152.2 million in costs of products sold attributable to Shyft, an increase of $17.2 million in costs related to new business sales, and an increase of $6.7 million in costs related to after sales.

This was partially offset by a decrease of $2.3 million due to lower overhead costs during the nine months ended September 30, 2025 .

Research and development expense

Research and development expense increased by $3.8 million, or 25%, to $18.8 million in the nine months ended September 30, 2025 , from $15.0 million in the nine months ended September 30, 2024 .

The increase in research and development expense was primarily driven by $3.2 million in costs attributable to Shyft.

Selling, general and administrative expense

Selling, general and administrative expense increased by $35.0 million, or 39%, to $123.6 million in the nine months ended September 30, 2025 , from $88.6 million in the nine months ended September 30, 2024 .

The increase in selling, general and administrative expense was driven by $32.8 million in costs attributable to Shyft, along with an increase in finance department expenses of $3.1 million and an increase in management expenses of $1.7 million due to additional

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costs incurred as a public company.

This increase was partially offset by a decrease in other general and administrative costs of $3.8 million.

Amortization of purchased intangibles

Amortization of purchased intangibles increased by $4.6 million, or 43%, to $15.1 million in the nine months ended September 30, 2025 , from $10.5 million in the nine months ended September 30, 2024 .

The increase is primarily attributable to amortization of $4.4 million related to intangible assets acquired as part of the Merger with Shyft.

Other operating (income) expense

Other operating expense increased by $0.2 million, or 22%, to $1.0 million in the nine months ended September 30, 2025 , from other operating expense of $0.8 million in the nine months ended September 30, 2024 .

The increase in other operating expense was driven by an increase of $0.4 million of other operating expense and partially offset by an increase of $0.2 million in other operating income.

Other operating income increased by $1.3 million to $1.3 million in the three months ended March 31, 2026 , from other operating income of $0.0 million in the three months ended March 31, 2025 .

The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $1.0 million and an increase in other income net of other expense of $0.3 million.

Interest expense

Interest expense increased by $3.7 million, or 14%, to $30.0 million in the nine months ended September 30, 2025 , from $26.3 million in the nine months ended September 30, 2024 .

The increase in interest expense was primarily driven by costs paid for refinancing of $4.7 million, partially offset by a decrease in interest of $1.8 million.

Interest expense increased by $4.9 million, or 75%, to $11.4 million in the three months ended March 31, 2026 , from $6.5 million in the three months ended March 31, 2025 .

The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $3.6 million, the incurrence of $0.5 million in costs related to the debt refinancing in connection with the Merger, and an increase in interest expense attributable to Shyft of $0.8 million.

Other income (expense)

Other expense increased by $15.8 million to $15.3 million in the nine months ended September 30, 2025 , from other income of $0.4 million in the nine months ended September 30, 2024 .

The increase in other expense was driven primarily by an increase in other expense, net of other income, of $12.0 million, which included $10.5 million related to acquisition-related legal and other professional fees incurred as part of our acquisition of Shyft and an increase in net foreign exchange losses on financial positions of $4.4 million.

This was partially offset by a decrease in other pension income, net of expense, of $0.5 million.

Other expense decreased by $2.1 million to $2.9 million in the three months ended March 31, 2026 , from other expense of $5.0 million in the three months ended March 31, 2025 .

The decrease in other expense was primarily driven by a decrease in transaction related expense of $4.6 million and decreases in net foreign exchange losses on financial positions of $0.7 million, partially offset by the incurrence of integration costs of $2.0 million and costs of legal proceedings and settlements of $1.4 million.

Income tax (expense) benefit

Income tax expense decreased by $9.2 million, or 106%, to a benefit of $0.5 million in the nine months ended September 30, 2025 , from an expense of $8.7 million in the nine months ended September 30, 2024 .

The decrease in income tax expense was primarily driven by a decrease in current income taxes of $10.0 million due to lower taxable income and a $0.8 million tax benefit attributable to Shyft.

The increase was partially offset by a lower deferred tax benefit of $2.2 million.

Income tax expense decreased by $0.3 million, or 38%, to $0.5 million in the three months ended March 31, 2026 , from income tax expense of $0.8 million in the three months ended March 31, 2025 .

The decrease in income tax expense was primarily driven by lower taxable income in the three months ended March 31, 2026.

Segment Results of Operations

Aebi Schmidt operates its business as two reportable segments:

(i) North America and (ii) Europe including the Rest of the World.

(i) North America and (ii) Europe and ROW.

Both segments operate separately with limited cross-selling activities.

The information below includes Sales and Adjusted EBITDA by reportable segment, consistent with information presented for financial reporting purposes in Note 13 to Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Three Months Ended September 30, 2025 compared with three months ended September 30, 2024

For the Three Months Ended September 30, 2025

(in thousands) North

America Europe and the

Rest of the World Total

Segment sales $ 335,965 $ 135,360 $ 471,325

Segment Adjusted EBITDA $ 34,319 $ 7,878 $ 42,197

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For the Three Months Ended September 30, 2024

America Europe and the

Rest of the World Total

Segment sales $ 144,370 $ 118,081 $ 262,451

Segment Adjusted EBITDA $ 12,411 $ 9,129 $ 21,540

North America

Sales for Aebi Schmidt’s North America segment increased by $191.6 million, or 133%, to $336.0 million in the three months ended September 30, 2025 , from $144.4 million in the three months ended September 30, 2024 .

The increase in sales was primarily driven by higher sales of new products of $167.3 million and increase in after sales of $24.3 million, with $186.4 million of the total increase in sales attributable to Shyft.

Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $21.9 million, or 177%, to $34.3 million for the three months ended September 30, 2025 , from $12.4 million for the three months ended September 30, 2024 .

The increase in Adjusted EBITDA was primarily driven by the addition of $18.8 million in activity attributable to Shyft, along with an increase in segment gross margin of $1.0 million and a decrease in selling, general and administrative expenses, and an increase in income from for other segment items of $1.0 million.

Europe and the Rest of the World

Sales for Aebi Schmidt’s Europe and the Rest of the World segment increased by $17.3 million, or 15%, to $135.4 million in the three months ended September 30, 2025 , from $118.1 million in the three months ended September 30, 2024 .

The increase in sales was driven by an increase in sales of new products of $13.5 million and an increase in after sales of $3.8 million.

Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $1.3 million, or 14%, to $7.9 million in the three months ended September 30, 2025 , from $9.1 million in the three months ended September 30, 2024 .

The decrease in Adjusted EBITDA was driven by an increase in expenses related to other segment items of $6.8 million and increase in research and development expense of $0.9 million, partially offset by an increase in segment gross margin of $4.1 million and a decrease in selling, general and administrative expenses of $2.4 million.

Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

For the Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026 compared with three months ended March 31, 2025

For the Three Months Ended March 31, 2026

(in thousands) North

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Segment Adjusted EBITDA $ 26,363 $ 6,754 $ 33,117

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

America Europe and the

3 unchanged sentences

North America

Sales for Aebi Schmidt’s North America segment increased by $187.6 million, or 43%, to $629.5 million in the nine months ended September 30, 2025 , from $441.9 million in the nine months ended September 30, 2024 .

The increase in sales was primarily driven by an increase in sales of new products of $162.0 million and an increase in after sales of $25.6 million, with $186.4 million of the total increase in sales attributable to Shyft.

Adjusted EBITDA for Aebi Schmidt’s North America segment decreased by $20.6 million, or 42%, to $69.4 million for the nine months ended September 30, 2025 , from $48.7 million for the nine months ended September 30, 2024 .

The increase in Adjusted EBITDA was primarily driven by the addition of $18.8 million in activity attributable to Shyft, along

Sales for Aebi Schmidt’s North America segment increased by $190.0 million, or 129.0%, to $337.3 million in the three months ended March 31, 2026 , from $147.3 million in the three months ended March 31, 2025 .

The increase in sales

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with an increase of $2.0 million in gross margin and increase in income from other segment items of $2.0 million, partially offset by increases in selling, general and administrative expenses of $2.5 million.

Europe and the Rest of the World

Sales for Aebi Schmidt’s Europe and the Rest of the World segment increased by $22.9 million, or 7%, to $368.8 million in the nine months ended September 30, 2025 , from $345.8 million in the nine months ended September 30, 2024 .

was primarily driven by sales attributable to Shyft of $186.3 million, an increase in sales of new products of $1.8 million, and an increase in after sales of $1.9 million.

Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $7.3 million, or 38.5%, to $26.4 million for the three months ended March 31, 2026 , from $19.0 million for the three months ended March 31, 2025 .

The increase in Adjusted EBITDA was primarily driven by the addition of $10.6 million in activity attributable to Shyft, along with an increase in segment gross margin of $1.4 million, partially offset by an increase in selling, general and administrative expenses of $4.5 million, and a decrease in other segment items of $0.2 million.

Europe and ROW

Sales for Aebi Schmidt’s Europe and ROW segment increased by $16.3 million, or 16.0%, to $118.2 million in the three months ended March 31, 2026 , from $101.9 million in the three months ended March 31, 2025 .

The increase in sales was driven by an increase in sales of new products of $8.3 million and an increase in after sales of $8.0 million.

Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $9.5 million, or 38%, to $15.4 million in the nine months ended September 30, 2025 , from $24.9 million in the nine months ended September 30, 2024 .

The decrease in Adjusted EBITDA was driven by a decrease in gross margin of $2.8 million and an increase in expenses related to other segment items of $6.1 million.

Adjusted EBITDA for Aebi Schmidt’s Europe and ROW segment increased by $4.5 million, or 201.4%, to $6.8 million in the three months ended March 31, 2026 , from $2.2 million in the three months ended March 31, 2025 .

The increase in Adjusted EBITDA was driven by an increase in segment gross margin of $3.2 million and an increase in other segment items of $3.4 million, partially offset by an increase in research and development expense of $1.0 million and an increase in selling, general and administrative expenses of $1.0 million.

Non-GAAP Financial Measures

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There can be no assurance that Aebi Schmidt will not modify the presentation of its non-GAAP financial measures in the future, and any such modification may be material.

Aebi Schmidt defines Adjusted EBITDA 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 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.

Aebi Schmidt defines Adjusted EBITDA 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, integration costs, 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.

Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales.

5 unchanged sentences

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For the Nine Months Ended September 30,

For the Three Months Ended March 31,

(in thousands, except percentages) 2026 2025

7 unchanged sentences

Transaction related expenses — 4,643

Integration costs 3,301 —

Settlement of acquisition 434 412

Change in repurchase liability for 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)

7 unchanged sentences

Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements.

Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, the Revolving Credit Facility and other debt issuances, and existing cash balances of $126.0 million as of September 30, 2025 .

Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, its revolving credit facility (the “Revolving Credit Facility”) and other debt issuances, and existing cash balances of $115.9 million as of March 31, 2026 .

Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.

As of September 30, 2025 , Aebi Schmidt had $482.4 million of net working capital (i.e., current assets minus current liabilities) compared to $250.9 million of net working capital as of December 31, 2024 .

Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.

As of March 31, 2026 , Aebi Schmidt had $441.9 million of net working capital (i.e., current assets minus current liabilities) compared to $416.5 million of net working capital as of December 31, 2025 .

Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report and the foreseeable future thereafter, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.

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Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Consolidated Statements of Cash Flows are summarized in the following table:

For the Nine Months Ended September 30,

Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Condensed Consolidated Statements of Cash Flows are summarized in the following table:

For the Three Months Ended March 31,

(in thousands) 2026 2025 $

Net cash provided by (used in) operating activities (24,552) 14,821 $ (39,373) (266 %)

Net cash provided by (used in) investing activities 9,938 (9,242) 19,180 -208 %

Net cash provided by financing activities 77,722 3,719 74,003 n.m.

Effect of exchange rate changes on cash and cash equivalents (2,310) (87) (2,223) n.m.

Net increase in cash and cash equivalents 60,798 9,211 51,587 560 %

Net cash used in operating activities (17,739) (26,561) $ 8,822 (33 %)

Net cash used in investing activities (1,055) (3,108) 2,053 (66 %)

Net cash provided by financing activities 36,830 11,442 25,388 222 %

Effect of exchange rate changes on cash and cash equivalents (662) 872 (1,534) (176 %)

Net increase (decrease) in cash and cash equivalents 17,374 (17,355) 34,729 (200 %)

Cash and cash equivalents at beginning of the period 98,512 65,173 33,339 51 %

1 unchanged sentence

Net cash used in operating activities

Net cash used in operating activities increased by $39.4 million, or 266%, to $24.6 million in the nine months ended September 30, 2025 , from cash provided by operating activities of $14.8 million in the nine months ended September 30, 2024 .

The increase in net cash used in operating activities was primarily driven by a decrease in net income of $20.3 million, an increase in collection of accounts receivable and contract assets of $43.0 million, an increase of $15.1 million in inventory levels, and an increase of other current liabilities and accrued expenses of $39.6 million.

These increases were primarily offset by an increase in accounts payable of $46.7 million due to increased costs of production and purchases of raw materials, an increase in accrued compensation and related taxes of $17.1 million, and an increase in depreciation and amortization expense of $8.7 million.

Net cash used in operating activities decreased by $8.8 million, or 33%, to $17.7 million in the three months ended March 31, 2026 , from cash used in operating activities of $26.6 million in the three months ended March 31, 2025 .

The decrease in net cash used in operating activities was primarily driven by a decrease in net income of $1.4 million, an increase of $12.4 million in inventory levels, a decrease in accounts payable of $29.6 million due to efficient liquidity management while increasing purchases of raw materials, a decrease in income tax payable and receivable of $1.6 million and a decrease in accrued compensation and related taxes of $3.2 million.

These decreases were primarily offset by an increase in collection of accounts receivable and contract assets of $34.7 million, an increase in depreciation and amortization expense of $7.2 million, an increase in other assets and liabilities of $7.7 million, an increase in contract liabilities of $5.9 million, and an increase in deferred taxes of $0.9 million.

Net cash used in investing activities

Net cash provided by investing activities increased by $19.2 million, or 208%, to $9.9 million in the nine months ended September 30, 2025 , from cash used in investing activities of $9.2 million in the nine months ended September 30, 2024 .

The increase was primarily driven by net cash of $19.9 million acquired in the acquisition of Shyft, partially offset by an increase in cash spent on purchases of property, plant and equipment of $1.2 million.

Net cash used in investing activities decreased by $2.0 million, or 66%, to $1.1 million in the three months ended March 31, 2026 , from cash used in investing activities of $3.1 million in the three months ended March 31, 2025 .

The decrease was primarily driven by a decrease in cash spent on purchases of property, plant and equipment of $1.2 million and an increase on proceeds from sale of property, plant and equipment of $0.9 million.

Net cash provided by financing activities

Net cash provided by financing activities increased by $74.0 million to $77.7 million in the nine months ended September 30, 2025 , from $3.7 million in the nine months ended September 30, 2024 .

The increase was driven by an increase of proceeds, net of payments, of $82.4 million from long-term debt and a decrease in deferred payments made related to historical transactions of $2.3 million.

Net cash provided by financing activities increased by $25.4 million, or 222%, to $36.8 million in the three months ended March 31, 2026 , from $11.4 million in the three months ended March 31, 2025 .

The increase was primarily driven by an increase of proceeds, net of payments, of $23.9 million from long-term debt and a decrease in deferred payments made related to historical transactions of $4.8 million.

The increase was partially offset by an increase in dividend payments of $2.0 million and the exercise and vesting of stock incentive awards of $1.2 million.

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In thousands September 30, 2025

In thousands March 31, 2026

December 31, 2025

1 unchanged sentence

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

Revolving credit facility, due 2026 — 152,787

Facility A, due 2026 — 20,778

Facility B, due 2026 — 40,000

Facility C, due 2026 — 119,715

Shareholder loan 58,213 59,101

3 unchanged sentences

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

Refinancing Transaction

On March 10, 2025, the Company entered into a syndicated $600.0 million credit facilities agreement (“New Credit Facilities Agreement”) comprising:

Term loan, Facility A, due 2030

• Revolving credit facility, due 2030 (Revolving Facility) which became effective with the closing of the Merger.

The New Credit Facilities Agreement became effective with the closing of the Merger.

As of July 1, 2025, the proceeds obtained ($572.1 million) were utilized to fully repay the outstanding amounts of:

• Term Loan, Facility A, B and C, due 2026 ($187.0 million)

• Revolving Credit Facility, due 2026 ($185.6 million)

• Bilateral Credit Lines ($21.1 million)

• Revolving Credit Facility of Shyft ($120.0 million)

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

Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $350.0 million.

The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio.

The average interest rate for the three months ended September 30, 2025 was 6.719% .

The New Credit Facilities Agreement requires the Company to maintain certain financial ratios (covenants);

prohibits it from incurring additional indebtedness;

limits certain acquisitions, investments, advances or loans;

and restricts substantial asset sales, all subject to certain exceptions and baskets.

The Company is subject to financial covenants under the credit agreement and was in compliance with all covenants as of September 30, 2025.

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

As of March 31, 2026, debt issuance costs of $4.5 million are deferred and amortized based on the effective interest method and $0.3 million have been written off for the three months ended March 31, 2026 due to the debt modification accounting.

The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets).

In addition, 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 3.75x.

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 $250.0 million.

The New Credit Facilities Agreement also provides for the Revolving Facility, which is a multicurrency senior secured revolving loan facility with a total commitment amount of up to $250.0 million.

The interest rate is variable and based on the applicable a reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio.

The average interest rate for the three months ended September 30, 2025 was 6.574%.

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The New Credit Facilities Agreement requires the Company to maintain certain financial ratios (covenants);

prohibits it from incurring additional indebtedness;

limits certain acquisitions, investments, advances or loans;

and restricts substantial asset sales, all subject to certain exceptions and baskets.

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 term loan was split into the following facilities:

• Total Facility A Commitments:

A senior amortizing term loan facility with a total commitment of $52.8 million.

• Total Facility B Commitments:

A senior amortizing term loan facility with a total commitment of $60.0 million .

• Total Facility C Commitments:

A senior non-amortizing term loan facility with a total commitment of $90.0 million and $33.6 million .

The interest rate was variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin.

On July 1, 2025, the Company has repaid the outstanding amount of $187.0 million with the proceeds obtained under the Term loan, Facility A, due 2030, and each of Facility A, Facility B and Facility C were terminated.

Revolving Credit Facility, due 2026 Commitment

The aggregate of the Revolving Credit Facility Commitment of EUR165.0 million ( $193.7 million) was primarily used for refinancing existing debt obligations, excluding those related to Facility A.

In addition, the Revolving Credit Facility supported the broader financial needs of Aebi Schmidt, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with Aebi Schmidt’s strategic objectives.

On July 1, 2025, the Company repaid the outstanding amount of $185.6 million with the proceeds obtained under the Revolving Facility, and the Revolving Credit Facility was terminated.

The average interest rate for the three months ended March 31, 2026 was 6.253%.

As of March 31, 2026, debt issuance costs of $3.2 million are deferred and amortized based on a straight-line basis over the term of the debt and $0.2 million have been written off for the three months ended March 31, 2026 due to the debt modification accounting.

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 3.75x.

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 CHF13.6 million ( 2025 :

As of March 31, 2026 and December 31, 2025 , there were subordinated shareholder loans totaling CHF13.6 million ( 2026 :

$17.0 million, 2025 :

6 unchanged sentences

$11.8 million) 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.

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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 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 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 $20.0 million 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 $20.0 million outstanding under the facility.

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

Contingent Liabilities

Changes in Aebi Schmidt’s warranty liability during the periods ended September 30, 2025 , and 2024 were as follows:

Nine Months Ended September 30,

Changes in Aebi Schmidt’s warranty liability during the three-month periods ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(in thousands) 2026

3 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

Aebi Schmidt’s long-term warranty provisions amounting to $2.1 million and $0.9 million for the periods ended September 30, 2025 and 2024 , respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.

Aebi Schmidt’s long-term warranty provisions amounting to $2.6 million and $1.8 million for the three-month periods ended March 31, 2026 and 2025 , respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.

Contractual and Other Obligations

4 unchanged sentences

Off-Balance Sheet Arrangements

The contingent liabilities include guarantees (“performance bonds”) amounting to $16.2 million and $13.2 million as of September 30, 2025 and December 31, 2024 , respectively.

The contingent liabilities include guarantees amounting to $19.2 million and $20.2 million as of March 31, 2026 and December 31, 2025 , respectively.

Through the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions.

1 unchanged sentence

If a performance bond is drawn, Aebi Schmidt 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 .

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Critical Accounting Policies and Estimates

There have been no changes to our critical accounting policies during the nine months ended September 30, 2025 .

Refer to the Registration Statement for a summary of our policies.

Quantitative and Qualitative Disclosures About Market Risk

Aebi Schmidt is exposed to market risks in the ordinary course of business, which primarily relate to fluctuations in foreign currency exchange and commodity prices.

Since December 31, 2024 , there have been no material changes in our foreign currency exposures, commodity prices, or interest rates.

For a discussion of our exposure to market risk, refer to “Quantitative and Qualitative Disclosures about Market Risk” in the Registration Statement.

There have been no changes to our critical accounting policies during the three months ended March 31, 2026.

Refer to the Company's Form 10-K for a summary of our policies.

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 2. Management’s Discussion and Analysis