What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 210 added, 124 removed, 551 unchanged (38% of the section changed)

38 unchanged sentences

Common stock, $ 1.00 par value:

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.

79,300,000 and 79,300,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

and 77,216,828 and 76,998,754 shares outstanding as of June 30, 2026 and December 31, 2025, respectively.

77,217 76,999

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Sales $ 496,408 $ 277,743 $ 951,953 $ 526,929

5 unchanged sentences

Amortization of purchased intangibles ( 8,414 ) ( 3,574 ) ( 16,466 ) ( 7,148 )

Other operating income 1,279 13

Other operating income (expense) 302 ( 393 ) 1581 ( 380 )

Total operating expenses ( 70,252 ) ( 42,973 ) ( 142,273 ) ( 81,885 )

3 unchanged sentences

Other income (expense) ( 592 ) ( 7,768 ) ( 3,451 ) ( 12,810 )

Total other expense ( 14,209 ) ( 11,545 )

Income before income taxes 1,159 2,849

Total other income (expense) ( 11,718 ) ( 17,071 ) ( 25,927 ) ( 28,616 )

Income (loss) before income taxes 15,322 ( 3,212 ) 16,481 ( 363 )

Income tax (expense) benefit

( 4,848 ) 890 ( 5,336 ) 103

Net income (loss)

10,474 ( 2,322 ) 11,145 ( 260 )

Net income (loss) attributable to non-controlling interest ( 36 ) ( 12 ) ( 60 ) ( 25 )

Net income attributable to Aebi Schmidt Holding AG $ 695 $ 2,075

Earnings per share

Basic earnings per share $ 0.01 $ 0.05

Diluted earnings per share $ 0.01 $ 0.05

Net income (loss) attributable to Aebi Schmidt Holding AG $ 10,510 $ ( 2,310 ) $ 11,205 $ ( 235 )

Earnings (loss) per share

Basic earnings (loss) per share $ 0.14 $ ( 0.06 ) $ 0.15 $ ( 0.01 )

Diluted earnings (loss) per share $ 0.14 $ ( 0.06 ) $ 0.14 $ ( 0.01 )

Basic weighted average common shares outstanding 77,181 40,352 77,143 40,352

3 unchanged sentences

AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(In thousands)

Three Months Ended

Net income $ 671 $ 2,062

Other comprehensive income:

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss)

$ 10,474 $ ( 2,322 ) $ 11,145 $ ( 260 )

Other comprehensive income (loss):

Foreign currency translation adjustments 113 174 845 355

1 unchanged sentence

Other comprehensive income (loss), net of tax ( 482 ) ( 360 ) 65 3,807

Comprehensive income

Comprehensive income (loss)

9,992 ( 2,682 ) 11,210 3,547

Comprehensive income (loss) attributable to non-controlling interests ( 36 ) ( 12 ) ( 60 ) ( 25 )

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

Comprehensive income (loss) attributable to Aebi Schmidt Holding AG $ 10,028 $ ( 2,670 ) $ 11,270 $ 3,572

See accompanying Notes to Condensed Consolidated Financial Statements.

15 unchanged sentences

Net income (loss) 695 695 ( 24 ) 671

Stock based compensation expense for 2025 Retention awards, net of cancellations 239 239 239

Stock based compensation expense, 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

2 unchanged sentences

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

Translation adjustments in the reporting period 113 113 113

Pension loss ( 595 ) ( 595 ) ( 595 )

Net income (loss) 10,510 10,510 ( 36 ) 10,474

Stock based compensation expense, net of cancellations 54,492 55 910 965 965

Issuance of common stock for Aebi Schmidt RSAs and RSUs, net of tax and cancellations 4,353 4 585 589 589

Dividends declared ($ 0.025 per share)

( 1,945 ) ( 1,945 ) ( 1,945 )

Balance at June 30, 2026 77,216,828 $ 77,217 $ 654,231 $ ( 257 ) $ 64,865 $ 28,248 $ 824,304 $ ( 10 ) $ 824,294

Paid-in Capital

4 unchanged sentences

Pension benefit 3,986 3,986 3,986

Net income (loss) 2,075 2,075 ( 13 ) 2,062

Net income 2,075 2,075 ( 13 ) 2,062

Balance at March 31, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 63,322 $ 35,636 $ 371,334 $ 70 $ 371,404

Translation adjustments in the reporting period 174 174 174

Pension loss ( 534 ) ( 534 ) ( 534 )

Net loss ( 2,310 ) ( 2,310 ) ( 12 ) ( 2,322 )

Dividends declared ($ 0.24 per share

( 9,525 ) ( 9,525 ) ( 9,525 )

Balance at June 30, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 51,487 $ 35,276 $ 359,139 $ 58 $ 359,197

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

Net income (loss)

$ 11,145 $ ( 260 )

23 unchanged sentences

Proceeds from issuance of debt 41,756 37,365

Payments on debt ( 9,460 ) —

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

1 unchanged sentence

Payments of dividends

( 3,962 ) ( 9,525 )

Exercising and vesting of stock incentive awards ( 1,189 ) —

10 unchanged sentences

AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Dollar amounts in thousands, except per share data)

9 unchanged sentences

On December 16, 2024, the Company entered into an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), by and among The Shyft Group, Inc., a Michigan corporation (“Shyft”), the Company, ASH US Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly owned subsidiary of Holdco (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Shyft (the “Merger”, and the time at which the Merger is effective, the “Effective Time”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt (the transactions contemplated by the Merger Agreement, the “Transactions”).

“Combined Company” refers to Aebi Schmidt as of and following the Effective Time.

At the Effective Time (July 1, 2025), each share of common stock, no par value, of Shyft (“Shyft Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Shyft Common Stock that are held as of immediately prior to the Effective Time by Holdco, Aebi Schmidt, Merger Sub or any of their respective subsidiaries) automatically converted into the right to receive 1.040166432 (the “Exchange Ratio”) shares of fully paid and nonassessable shares of common stock, par value $ 1.00 per share, of Aebi Schmidt (“Aebi Schmidt Common Stock”), on the terms and subject to the conditions set forth in the Merger Agreement.

Immediately following the Effective Time, the holders of shares of Shyft Common Stock as of immediately prior to the Effective Time owned approximately 48 % of the issued and outstanding shares of Aebi Schmidt Common Stock and the holders of shares of Aebi Schmidt Common Stock as of immediately prior to the Effective Time owned approximately 52 % of the issued and outstanding shares of Aebi Schmidt Common Stock.

Immediately following the Effective Time, the Board of Directors of the Combined Company was composed of eleven members, six of whom were designated by Aebi Schmidt and five of whom were designated by Shyft.

Sharman, the Chairman of the Shyft Board of Directors as of immediately prior to the Effective Time, serves as the Chairman of the Board of Directors of the Combined Company (the “Combined Company Board”) following the Effective Time.

Barend Fruithof, current CEO of Aebi Schmidt, serves as Vice Chairman and Peter Spuhler, former Chairman of Aebi Schmidt, serves on the Combined Company Board.

The Merger is accounted for as a forward merger using the acquisition method of accounting, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Aebi Schmidt treated as the legal and accounting acquirer and Shyft treated as the legal and accounting acquiree.

6 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, 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”).

These interim financial statements should be read in conjunction with the

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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.

4 unchanged sentences

Recently Issued Accounting Pronouncements Adopted.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

In July 2025, the FASB issued Accounting Standards Update (“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.

2 unchanged sentences

Recently Issued Accounting Pronouncements Not Yet Adopted.

In November 2024, the FASB issued ASU No.

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

In November 2024, the FASB issued ASU 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.

7 unchanged sentences

Clarifying the Effective Date (“ASU 2025-01”).

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 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement, ASU 2024-03, as clarified by ASU 2025-01, is effective for the fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of these statements on the Consolidated Financial Statements.

9 unchanged sentences

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.

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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 operations and comprehensive income (loss) and statements of cash flows.

NOTE 2 – REVENUE

Contract Assets and Liabilities

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

Contract Assets March 31,

2026 March 31,

The tables below disclose changes in contract assets and liabilities for the six months ended June 30, 2026 and 2025.

Contract Assets June 30,

2026 June 30,

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

7 unchanged sentences

Contract liabilities, end of period $ 26,791 $ 20,461

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 $ 1,056,339 and $ 201,306 respectively, with substantially all revenue expected to be recognized within one year as of March 31, 2026.

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 $ 1,059,016 and $ 219,933 respectively, with substantially all revenue expected to be recognized within one year as of June 30, 2026.

For performance obligations that are satisfied over time, revenue is expected to be recognized over the period to complete the contract.

1 unchanged sentence

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

March 31, 2026

June 30, 2026

New Business After Sales Total

7 unchanged sentences

Total Sales $ 433,499 $ 62,909 $ 496,408

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Three Months Ended

March 31, 2025

June 30, 2025

New Business After Sales Total

7 unchanged sentences

Total Sales $ 238,130 $ 39,613 $ 277,743

Six Months Ended

June 30, 2026

New Business After Sales Total

Primary geographical markets

North America $ 623,827 $ 69,758 $ 693,585

Europe and ROW 191,342 67,026 258,368

Total Sales $ 815,169 $ 136,784 $ 951,953

Timing of revenue recognition

Products transferred at a point in time $ 367,679 $ 125,149 $ 492,828

Products and services transferred over time 447,490 11,635 459,125

Total Sales $ 815,169 $ 136,784 $ 951,953

Six Months Ended

June 30, 2025

New Business After Sales Total

Primary geographical markets

North America $ 265,132 $ 28,403 $ 293,535

Europe and ROW 175,906 57,488 233,394

Total Sales $ 441,038 $ 85,891 $ 526,929

Timing of revenue recognition

Products transferred at a point in time $ 316,041 $ 73,244 $ 389,285

Products and services transferred over time 124,997 12,647 137,644

Total Sales $ 441,038 $ 85,891 $ 526,929

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NOTE 3 – INVENTORIES

5 unchanged sentences

Total Inventories $ 380,154 $ 346,423

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NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

8 unchanged sentences

Total Property, plant and equipment, net $ 160,459 $ 167,899

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

The Company recorded depreciation expense of $ 5,535 and $ 2,589 during the three months ended June 30, 2026 and 2025, respectively, and $ 11,048 and $ 5,434 during the six months ended June 30, 2026 and 2025, respectively.

NOTE 5 – LEASES

2 unchanged sentences

Our leases do not contain residual value guarantees.

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

As of June 30, 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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating leases $ 7,916 $ 4,221 $ 15,592 $ 7,673

7 unchanged sentences

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

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Weighted average remaining lease term (in years)

4 unchanged sentences

Operating leases 6.04 % 5.15 %

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Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

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

6 unchanged sentences

$ 18,058 $ 31,344

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

Maturities of lease liabilities as of June 30, 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 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.

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Our income tax (expense) benefit was $( 4,848 ) and $ 890 for the three months ended June 30, 2026, and 2025 , respectively.

The tax (expense) benefit represented a 31.6 % and 27.7 % effective tax rate for the three months ended June 30, 2026, and 2025, respectively.

Income tax (expense) benefit was $( 5,336 ) and $ 103 for six months ended June 30, 2026 and 2025, respectively.

The tax (expense) benefit represented a 32.4 % effective tax rate and 28.4 % effective tax rate for the six months ended June 30, 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 first quarter of 2026 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 second 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

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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.

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 six months ended June 30, 2026.

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

10 unchanged sentences

Changes in the warranty liability are summarized below:

Three Months Ended

Six Months Ended

Balance of warranty liability, beginning of period $ 20,303 $ 10,206

4 unchanged sentences

Balance of warranty liability, end of period $ 18,881 $ 12,976

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.

Long-term warranty provision amounting to $ 2,614 and $ 2,040 as of June 30, 2026 and 2025, respectively is included within the Other non-current liabilities in the Condensed Consolidated Balance Sheets.

Chassis Pool Agreements

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 .

As of June 30, 2026 and December 31, 2025, chassis consigned inventory was approximately $ 39,646 and $ 119,091 respectively.

The Company incurred $ 785 and $ 155 of interest expense related to the chassis on hand during the three months ended June 30, 2026 and 2025, respectively, and $ 2,136 and $ 464 during the six months ended June 30, 2026 and 2025, respectively.

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

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NOTE 8 – DEFINED BENEFIT PENSION PLANS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Service cost $ 658 $ 664 $ 1,326 $ 1,271

4 unchanged sentences

Total Benefit cost $ ( 118 ) $ ( 270 ) $ ( 237 ) $ ( 516 )

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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.

13 unchanged sentences

The margin increases with the Company’s leverage ratio.

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 average interest rate for the three months ended June 30, 2026 was 5.987 % .

As of June 30, 2026, debt issuance costs of $ 4,266 are deferred and amortized based on the effective interest method.

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).

1 unchanged sentence

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 March 31, 2026 and December 31, 2025.

The Company was in compliance with all covenants as of June 30, 2026 and December 31, 2025.

Revolving credit facility, due 2030

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 interest rate is variable and based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin.

The margin increases with the Company’s leverage ratio.

The average interest rate for the three months ended 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.

The average interest rate for the three months ended June 30, 2026 was 5.829 %.

As of June 30, 2026, debt issuance costs of $ 3,047 are deferred and amortized based on a straight-line basis over the term of the debt.

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1 unchanged sentence

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 March 31, 2026 and December 31, 2025.

The Company was in compliance with all covenants as of June 30, 2026 and December 31, 2025.

Shareholder loans

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

As of June 30, 2026 and December 31, 2025 , there were subordinated shareholder loans totaling CHF 13,563 ( 2026 :

$ 16,754 , 2025 :

6 unchanged sentences

$ 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

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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 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 June 30, 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 $ 20,000 and a maturity date of 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 average interest rate for the three months ended June 30, 2026 was 5.896 %.

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.

As of June 30, 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 amounting to $ 19,234 and $ 20,246 as of March 31, 2026 and December 31, 2025 , respectively.

The contingent liabilities include guarantees (“performance bonds”) amounting to $ 20,277 and $ 20,246 as of June 30, 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.

1 unchanged sentence

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 three months ended March 31, 2026 and 2025 .

There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the six months ended June 30, 2026 and 2025 .

NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME

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

2026 March 31,

2026 June 30,

Foreign currency translation adjustments $ 10,521 $ 9,419

1 unchanged sentence

Total accumulated other comprehensive income $ 28,248 $ 35,276

NOTE 11 – EARNINGS PER SHARE

Basic earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period.

Diluted earnings per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential outstanding shares of common stock during the period.

NOTE 11 – EARNINGS (LOSS) PER SHARE

Basic (loss) earnings per share is computed using the weighted-average number of outstanding shares of common stock during the period.

Diluted (loss) 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 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:

The computation of both earnings (loss) per share is as follows:

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Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2026 2025 2026 2025

(in thousands, except per share data)

Basic earnings per share:

Net income $ 695 $ 2,075

Basic (loss) earnings per share:

Net income (loss) $ 10,510 $ ( 2,310 ) $ 11,205 $ ( 235 )

Shares used in computation:

Weighted-average shares of common stock outstanding 77,181 40,352 77,143 40,352

Basic earnings per share $ 0.01 $ 0.05

Diluted earnings per share:

Net income $ 695 $ 2,075

Basic earnings (loss) per share $ 0.14 $ ( 0.06 ) $ 0.15 $ ( 0.01 )

Diluted earnings (loss) per share:

Net income (loss) $ 10,510 $ ( 2,310 ) $ 11,205 $ ( 235 )

Shares used in computation:

2 unchanged sentences

Weighted-average number of shares 77,520 40,352 77,463 40,352

Diluted earnings per share $ 0.01 $ 0.05

Diluted earnings (loss) per share $ 0.14 $ ( 0.06 ) $ 0.14 $ ( 0.01 )

NOTE 12 – BUSINESS COMBINATION

11 unchanged sentences

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.

All of the goodwill has been assigned to the North America reportable segment.

Goodwill totaled $ 187,903 and is not deductible for tax purposes.

In accordance with ASC 805, the allocation of the purchase price for the acquisition of Shyft is preliminary and subject to adjustment during the measurement period, which may extend up to one year from the Acquisition Date.

The initial allocation of assets acquired and liabilities assumed is based on preliminary estimates and assumptions, and as such, the values assigned to certain working capital balances, identifiable intangible assets, property, plant and equipment, taxes, and contingent liabilities may be adjusted as additional information becomes available.

In accordance with ASC 805, the allocation of the purchase price for the acquisition of Shyft was subject to adjustment during the measurement period, which may extend up to one year from the Acquisition Date.

The initial allocation of assets acquired and liabilities assumed was based on preliminary estimates and assumptions, and as such, the values assigned to certain working capital balances, identifiable intangible assets, property, plant and equipment, taxes, and contingent liabilities may be adjusted as additional information became available.

These adjustments could result in changes to the amounts recognized in the Consolidated Financial Statements, including potential adjustments to the goodwill recognized.

The Company will continue to refine its estimates and assumptions as it obtains more information, and any adjustments identified during the measurement period will be recognized in the reporting period in which the adjustments are determined.

The Company continued to refine its estimates and assumptions as it obtained more information, and any adjustments identified during the measurement period were recognized in the reporting period in which the adjustments were determined.

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All amounts were recorded within other income (expense) for the respective periods.

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.

The table below presents the purchase price allocation to the 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.

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

In the second quarter of 2026, the Company recorded measurement period adjustments to inventory and other current liabilities, and adjusted the deferred tax liabilities to reflect the measurement period adjustments.

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

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

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

Intangible assets totaling $ 185,031 have 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.

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Intangible assets consist of the following (in thousands):

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

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Customer relationships 93,046 15 15

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Order backlog 5,152 1 1

The Company amortizes the Brand, Technology, Customer relationships and Order backlog utilizing a straight-line approach.

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.

For the three and six months ended June 30, 2026 , Shyft generated revenue of $ 210,908 and $ 397,212 and operating income of $ 13,677 and $ 15,328 , respectively, 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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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-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.

Pro forma adjustments have been made to reflect the impact of incremental non-recurring acquisition-related adjustments, including transaction costs of $ 10,122 , cash retention awards of $ 2,022 , share-based compensation of $ 1,390 , employee severance of $ 15,140 and adjustment related to fair value step-up to inventory of $ 936 .

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 March 31, 2025

Revenue $ 452,522

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-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.

We believe the estimates and assumptions are reasonable, and the relative effects of the transaction are properly reflected.

NOTE 13 – 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.

The Company’s segment reporting policy identifies two operating segments, North America and Europe and 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.

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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.

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, integration costs, settlement of acquisition, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, pension related income, legal matters, changes in provisions for contingencies, non-cash stock-based compensation expenses, and other non-operating one-off 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 March 31, 2026 , and March 31, 2025 , are as follows:

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Sales and other financial information by reportable segment for the three months ended June 30, 2026 , and June 30, 2025 , are as follows:

Three Months Ended

March 31, 2026

June 30, 2026

North America Europe and

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Three Months Ended

March 31, 2025

June 30, 2025

North America Europe and

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Capital expenditures $ 1,263 $ 841 $ 2,104

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Segment Adjusted EBITDA is as follows:

Three Months Ended

March 31, 2026 Three Months Ended

March 31, 2025

June 30, 2026 Three Months Ended

June 30, 2025

America Europe and

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Segment Adjusted EBITDA $ 35,502 $ 6,611 $ 16,024 $ 5,269

(1) Other segment items include, other operating income and expenses, other income and expenses, depreciation and amortization, transaction related expenses, non-service cost related pension expense and legacy plan, foreign exchange gain on external debts and other non-recurring.

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

(1) Other segment items include, other operating income and expenses, other income and expenses, depreciation and amortization, transaction related expenses, integration costs, non-service cost related pension expense and legacy plan, foreign exchange gain on external debts and other non-recurring.

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The reconciliation of total Segment Adjusted EBITDA to Income (loss) before income taxes is as follows:

Three Months Ended

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Other non-operating one-off items ( 390 ) ( 30 )

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

Income (loss) before income taxes $ 15,322 $ ( 3,212 )

Sales and other financial information by reportable segment for the six months ended June 30, 2026 , and June 30, 2025 are as follows:

Six Months Ended

June 30, 2026

North America Europe and

New Business $ 623,827 $ 191,342 $ 815,169

After Sales 69,758 67,026 136,784

Segment sales $ 693,585 $ 258,368 $ 951,953

Depreciation and amortization expense $ 24,813 $ 3,142 $ 27,955

Segment assets $ 1,548,362 $ 467,349 $ 2,015,711

Capital expenditures $ 2,740 $ 1,761 $ 4,501

Six Months Ended

June 30, 2025

North America Europe and

New Business $ 265,132 $ 175,906 $ 441,038

28,403 57,488 85,891

Segment sales

$ 293,535 $ 233,394 $ 526,929

Depreciation and amortization expense $ 9,946 $ 3,105 $ 13,051

Segment assets $ 742,711 $ 476,143 $ 1,218,854

Capital expenditures $ 3,420 $ 1,804 $ 5,224

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Segment Adjusted EBITDA is as follows:

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

America Europe and

Sales $ 693,585 $ 258,368 $ 293,535 $ 233,394

Cost of products sold 563,165 204,107 232,195 184,596

Research and development 3,355 9,784 1,205 8,854

Selling, general and administrative 78,964 35,285 28,687 35,611

Other segment items (1)

( 13,764 ) ( 4,173 ) ( 3,612 ) ( 3,177 )

Segment Adjusted EBITDA $ 61,865 $ 13,365 $ 35,060 $ 7,510

The reconciliation of total Segment Adjusted EBITDA to Income (loss) before income taxes is as follows:

Six Months Ended

Total Segment Adjusted EBITDA $ 75,230 $ 42,570

Interest expense ( 22,476 ) ( 15,806 )

Foreign exchange gains/losses on external debt ( 277 ) ( 3,582 )

Depreciation and amortization ( 27,955 ) ( 13,051 )

Restructuring and other related expenses ( 1,818 ) ( 767 )

Transaction related expenses — ( 10,708 )

Integration costs ( 3,939 ) —

Settlement of acquisition ( 848 ) ( 868 )

Pension related income, net 1,515 1,954

Legal matters ( 1,394 ) ( 586 )

Change in provision for contingencies 763 539

Non-cash stock-based compensation expenses ( 973 ) —

Other non-operating one-off items ( 1,347 ) ( 58 )

Income (loss) before income taxes $ 16,481 $ ( 363 )

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

$ 340,888 $ 139,739 $ 669,126 $ 274,187

Switzerland 16,774 13,541 30,064 24,746

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Total sales $ 496,408 $ 277,743 $ 951,953 $ 526,929

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

68.7 % 50.3 % 70.3 % 52.0 %

Switzerland 3.4 % 4.9 % 3.2 % 4.7 %

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

$ 1,523,037 $ 1,495,145

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Total assets $ 2,015,711 $ 2,008,279

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

75.6 % 74.4 %

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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