Aebi Schmidt Holding AG 10-Q

Item 1. Financial Statements. AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share data) June 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 109,734 $ 98,512 Accounts receivable, less allowance for credit losses of $ 395 and $ 505 276,267 310,755 Contract assets 92,868 82,342 Inventories 380,154 346,423 Prepaid expense and other current assets 38,010 39,698 Total current assets 897,033 877,730 Property, plant and equipment, net 160,459 167,899 Goodwill 409,092 403,147 Intangible assets, net 320,261 334,726 Deferred tax assets 5,687 5,910 Right of use assets operating leases 170,881 167,162 Other assets 52,298 51,705 TOTAL ASSETS $ 2,015,711 $ 2,008,279 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 207,281 $ 234,642 Accrued warranty 16,267 17,669 Accrued compensation and related taxes 30,392 36,957 Contract liabilities 26,791 19,856 Operating lease liabilities 18,262 18,856 Other current liabilities and accrued expenses 87,272 86,366 Current portion of long-term debt 66,336 46,908 Total current liabilities 452,601 461,254 Other non-current liabilities 14,812 15,308 Long-term operating lease liabilities 150,632 144,401 Long-term debt, less current portion 493,751 488,949 Long-term loans from shareholders 57,592 59,101 Deferred tax liabilities 22,029 24,315 Total liabilities 1,191,417 1,193,328 Commitments and contingent liabilities Shareholders' Equity: Common stock, $ 1.00 par value: 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 Additional paid-in capital 654,231 652,425 Treasury shares, at cost ( 257 ) ( 257 ) Retained earnings 64,865 57,551 Accumulated other comprehensive income 28,248 28,183 Total Shareholders’ equity attributable to Aebi Schmidt Holding AG 824,304 814,901 Non-controlling interest ( 10 ) 50 Total Shareholders’ equity 824,294 814,951 TOTAL LIABILITIES AND EQUITY $ 2,015,711 $ 2,008,279 Page 3 of 43 Index See accompanying Notes to Condensed Consolidated Financial Statements (Reflects the retrospective application of the 1-for- 7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation) Page 4 of 43 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Sales $ 496,408 $ 277,743 $ 951,953 $ 526,929 Cost of products sold ( 399,116 ) ( 220,911 ) ( 767,272 ) ( 416,791 ) Gross profit 97,292 56,832 184,681 110,138 Operating expenses: Research and development ( 6,438 ) ( 5,432 ) ( 13,139 ) ( 10,059 ) Selling, general and administrative ( 55,702 ) ( 33,574 ) ( 114,249 ) ( 64,298 ) Amortization of purchased intangibles ( 8,414 ) ( 3,574 ) ( 16,466 ) ( 7,148 ) Other operating income (expense) 302 ( 393 ) 1581 ( 380 ) Total operating expenses ( 70,252 ) ( 42,973 ) ( 142,273 ) ( 81,885 ) Operating income 27,040 13,859 42,408 28,253 Other income (expense): Interest expense ( 11,126 ) ( 9,303 ) ( 22,476 ) ( 15,806 ) Other income (expense) ( 592 ) ( 7,768 ) ( 3,451 ) ( 12,810 ) 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 ) Less: Net income (loss) attributable to non-controlling interest ( 36 ) ( 12 ) ( 60 ) ( 25 ) 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 Diluted weighted average common shares outstanding 77,520 40,352 77,463 40,352 See accompanying Notes to Condensed Consolidated Financial Statements. (Reflects the retrospective application of the 1-for- 7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation) Page 5 of 43 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (In thousands) Three Months Ended June 30, Six Months Ended June 30, 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 Pension benefit (loss), net of tax ( 595 ) ( 534 ) ( 780 ) 3,452 Other comprehensive income (loss), net of tax ( 482 ) ( 360 ) 65 3,807 Comprehensive income (loss) 9,992 ( 2,682 ) 11,210 3,547 Less: Comprehensive income (loss) attributable to non-controlling interests ( 36 ) ( 12 ) ( 60 ) ( 25 ) 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. (Reflects the retrospective application of the 1-for- 7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation) Page 6 of 43 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (In thousands, except share data) Number of shares Common stock Additional Paid-in Capital Treasury shares Retained earnings Accumulated Other Comprehensive Income Total Shareholders’ equity Non- controlling interest Total equity Balance at January 1, 2026 76,998,754 $ 76,999 $ 652,425 $ ( 257 ) $ 57,551 28,183 $ 814,901 $ 50 $ 814,951 Translation adjustments in the reporting period 732 732 732 Pension loss ( 185 ) ( 185 ) ( 185 ) Net income (loss) 695 695 ( 24 ) 671 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 Dividends declared ($ 0.025 per share) ( 1,946 ) ( 1,946 ) ( 1,946 ) 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 Number of shares Common stock Additional Paid-in Capital Treasury shares Retained earnings Accumulated Other Comprehensive Income Total Shareholders’ equity Non- controlling interest Total equity Balance at January 1, 2025 40,351,680 $ 40,352 $ 232,281 $ ( 257 ) $ 61,247 31,469 $ 365,092 $ 83 $ 365,175 Translation adjustments in the reporting period 181 181 181 Pension benefit 3,986 3,986 3,986 Net income 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. (Reflects the retrospective application of the 1-for- 7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation) Page 7 of 43 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income (loss) $ 11,145 $ ( 260 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 27,955 13,051 Non-cash stock based compensation expense 2,576 — Foreign exchange (gains) losses on debt 277 3,582 Non-cash financing costs 914 — Deferred taxes 2,954 610 Pension ( 237 ) ( 344 ) Other, net ( 3 ) ( 35 ) Changes in operating assets and liabilities: Accounts receivable and contract assets 20,691 ( 2,549 ) Inventories ( 45,909 ) ( 47,886 ) Accounts payable ( 26,518 ) 26,839 Contract liabilities 9,304 ( 1,906 ) Income tax payable and receivable ( 4,344 ) ( 4,571 ) Accrued compensation and related taxes ( 5,574 ) — Other assets and liabilities ( 3,863 ) ( 7,747 ) Net cash used in operating activities ( 10,632 ) ( 21,216 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 4,592 ) ( 5,190 ) Purchases of intangible assets — ( 34 ) Proceeds from sale of property, plant and equipment 1,097 679 Net cash used in investing activities ( 3,495 ) ( 4,545 ) Cash flows from financing activities: Proceeds from issuance of debt 41,756 37,365 Payments on debt ( 9,460 ) — Deferred payments related to historical transactions ( 916 ) ( 5,694 ) Payment of finance lease principal ( 844 ) ( 534 ) Payments of dividends ( 3,962 ) ( 9,525 ) Exercising and vesting of stock incentive awards ( 1,189 ) — Net cash provided by financing activities 25,385 21,612 Effect of exchange rate changes on cash and cash equivalents ( 36 ) 2555 Net increase (decrease) in cash and cash equivalents 11,222 ( 1,594 ) Cash and cash equivalents at beginning of period 98,512 65,173 Cash and cash equivalents at end of period $ 109,734 $ 63,579 Supplemental disclosures of cash flow information Cash paid during the period for: Interest 20,713 15,703 Page 8 of 43 Index See accompanying Notes to Condensed Consolidated Financial Statements . (Reflects the retrospective application of the 1-for- 7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation) Page 9 of 43 Index AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in thousands, except per share data) NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION As used herein, the term “the Company” or “Aebi Schmidt” refers to Aebi Schmidt Holding AG and its subsidiaries unless designated or identified otherwise. Nature of Operations The Company is a provider of innovative technical products for cleaning and clearing traffic areas as well as mowing green spaces in particularly challenging terrain. The range of products comprises vehicles, attachable and demountable devices for individual vehicle equipment as well as related services. In addition, the Company manufactures and assembles specialty vehicles for commercial and recreational applications, including walk-in vans, truck bodies for last-mile delivery, vocation-specific upfit solutions, and luxury motorhome chassis. It also offers replacement parts, repair, maintenance, and refurbishment services for these vehicles. Aebi Schmidt Holding AG covers the European and North American markets with its own sales organizations, while clients outside of these markets are served either directly by the exporting subsidiary or indirectly by the worldwide dealer network. The Shyft Transaction On December 16, 2024, the Company entered into an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), by and among The Shyft Group, Inc., a Michigan corporation (“Shyft”), the Company, ASH US Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly owned subsidiary of Holdco (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Shyft (the “Merger”, and the time at which the Merger is effective, the “Effective Time”), with Shyft surviving the Merger as a direct, wholly owned subsidiary of Holdco and as an indirect, wholly owned subsidiary of Aebi Schmidt (the transactions contemplated by the Merger Agreement, the “Transactions”). 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. The Merger is accounted for as a forward merger using the acquisition method of accounting, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Aebi Schmidt treated as the legal and accounting acquirer and Shyft treated as the legal and accounting acquiree. For further information regarding the Shyft Transaction please refer to Note 12 – Business Combination. Basis of Presentation and Consolidation The accompanying unaudited interim condensed consolidated financial statements include the accounts of Aebi Schmidt Holding AG and its subsidiaries and have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States (“U.S.”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by GAAP for complete consolidated financial statements are not included herein. The results of operations for any interim period are not necessarily indicative of the results of operations for the full year. All inter-company transactions and balances have been eliminated. The accompanying unaudited interim condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair statement of these interim financial statements. These interim financial statements should be read in conjunction with the Page 10 of 43 Index audited consolidated financial statements and footnotes for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 19, 2026 (the “Form 10-K”). For a description of key accounting policies followed, refer to the footnotes to Aebi Schmidt Holding AG consolidated financial statements for the year ended December 31, 2025, included in our Form 10-K. Forward Stock Split. On July 1, 2025, the Company effected a forward stock split of its issued and outstanding common stock, par value $ 1.00 per share, at a ratio of 1-for- 7.5 (the “2025 Forward Stock Split”). Shares of common stock were proportionately increased. All of the Company’s historical share and per share information related to issued and outstanding common stock in these condensed consolidated financial statements have been adjusted, on a retroactive basis, to reflect the 2025 Forward Stock Split. Recently Issued Accounting Pronouncements Adopted. 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. The Company adopted ASU 2025-05 as of January 1, 2026 on a prospective basis. Adoption did not impact the Company's consolidated results of operations, financial position, or cash flows. Recently Issued Accounting Pronouncements Not Yet Adopted. In 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. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to Consolidated Financial Statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the Consolidated Financial Statements. Early adoption is also permitted. This ASU will result in the required additional disclosures being included in the Consolidated Financial Statements, once adopted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on the Consolidated Financial Statements. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement, ASU 2024-03, as clarified by ASU 2025-01, is effective for the fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of these statements on the Consolidated Financial Statements. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages throughout Subtopic 350-40 and clarify the threshold entities apply to begin capitalizing costs. Entities must evaluate whether there is “significant development uncertainty,” such as unresolved novel functionality or substantially revised performance requirements, before meeting this capitalization threshold. ASU 2025-06 is effective for the Company for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-06 on the Consolidated Financial Statements. In December 2025, the FASB issued ASU 2025-10, Government Grants - Accounting for Government Grants Received by Business Entities (Topic 832) (“ASU 2025-10”). ASU 2025-10 provides the guidance on the recognition, measurement, and presentation of government grants related to an asset or to income. ASU 2025-10 is effective for the Company for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-10 on the Consolidated Financial Statements. Page 11 of 43 Index 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 six months ended June 30, 2026 and 2025. Contract Assets June 30, 2026 June 30, 2025 Contract assets, beginning of period $ 82,342 $ 24,145 Reclassification of contract assets to receivables, as the result of rights to consideration becoming unconditional ( 64,996 ) ( 12,989 ) Contract assets recognized, net of reclassification to receivables 75,522 19,346 Contract assets, end of period $ 92,868 $ 30,502 Contract Liabilities Contract liabilities, beginning of period $ 19,856 $ 20,044 Reclassification of contract liabilities to revenue, as the result of performance obligations satisfied ( 8,137 ) ( 4,661 ) Cash received in advance and not recognized in revenue 15,072 5,078 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 $ 1,059,016 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. For performance obligations that are satisfied at a point in time, revenue is expected to be recognized when the customer obtains control of the product, which is generally upon shipment from our facility. No amounts have been excluded from the transaction prices above related to the guidance on constraining estimates of variable consideration. In the following tables, revenue is disaggregated by primary geographical market and timing of revenue recognition. The tables also include a reconciliation of the disaggregated revenue with the reportable segments. Three Months Ended June 30, 2026 New Business After Sales Total Primary geographical markets North America $ 323,151 $ 33,112 $ 356,263 Europe and ROW 110,348 29,797 140,145 Total Sales $ 433,499 $ 62,909 $ 496,408 Timing of revenue recognition Products transferred at a point in time $ 200,454 $ 56,429 $ 256,883 Products and services transferred over time 233,045 6,480 239,525 Total Sales $ 433,499 $ 62,909 $ 496,408 Page 12 of 43 Index Three Months Ended June 30, 2025 New Business After Sales Total Primary geographical markets North America $ 134,876 $ 11,368 $ 146,244 Europe and ROW 103,254 28,245 131,499 Total Sales $ 238,130 $ 39,613 $ 277,743 Timing of revenue recognition Products transferred at a point in time $ 174,672 $ 32,521 $ 207,193 Products and services transferred over time 63,458 7,092 70,550 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 Page 13 of 43 Index NOTE 3 – INVENTORIES Inventories are summarized as follows: June 30, 2026 December 31, 2025 Finished goods $ 121,258 $ 113,716 Work in process 63,291 49,713 Raw materials and purchased components 195,605 182,994 Total Inventories $ 380,154 $ 346,423 NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized by major classifications as follows: June 30, 2026 December 31, 2025 Land and Building $ 136,633 $ 135,760 Technical installation and machinery 93,318 91,843 Plant and office equipment 56,184 55,871 Assets under construction 6,299 8,474 Subtotal 292,434 291,948 Less: accumulated depreciation ( 131,975 ) ( 124,049 ) Total Property, plant and equipment, net $ 160,459 $ 167,899 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 The Company has both operating and finance leases for land, buildings, machinery, vehicles and certain equipment. Our leases have remaining lease terms of 1 to 25 years, some of which include options to extend the lease agreements for up to 12 years. Our leases do not contain residual value guarantees. As of 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. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating leases $ 7,916 $ 4,221 $ 15,592 $ 7,673 Finance leases Amortization of right of use assets 271 138 511 260 Interest on lease liabilities 31 11 52 20 Short-term leases 503 18 792 79 Variable lease expense 67 118 180 238 Sublease income ( 413 ) ( 407 ) ( 829 ) ( 780 ) Total lease expense $ 8,375 $ 4,099 $ 16,298 $ 7,490 The weighted average remaining lease term and weighted average discount rate were as follows: Page 14 of 43 Index June 30, 2026 2025 Weighted average remaining lease term (in years) Finance leases 4 3 Operating leases 12 13 Weighted average discount rate Finance leases 4.73 % 2.21 % Operating leases 6.04 % 5.15 % Supplemental cash flow information related to leases was as follows: Six Months Ended June 30, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Finance leases - Financing cash flows $ 844 $ 534 Finance leases - Operating cash flows 52 20 Operating leases - Operating cash flows 14,227 7,582 Right of use assets obtained in exchange for lease obligations: Operating leases 17,165 31,139 Finance leases 893 205 $ 18,058 $ 31,344 Maturities of lease liabilities as of June 30, 2026, are as follows: Years ending December 31: Finance Operating 2026 $ 575 $ 14,353 2027 684 25,662 2028 552 22,583 2029 440 20,851 2030 299 19,039 2031 92 17,562 Thereafter — 125,460 Total lease payments 2,642 245,510 Less: imputed interest $ ( 228 ) $ ( 76,616 ) Total lease liabilities $ 2,414 $ 168,894 NOTE 6 – INCOME TAXES At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs. Page 15 of 43 Index 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 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. On July 4, 2025, the United States enacted the One Big Beautiful Bill Act of 2025 (“OBBBA”) into law. The OBBBA includes provisions allowing accelerated tax deductions for qualified property and research expenditures and limitations on business interest deductions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others being implemented through 2027. The enactment of the OBBBA did not have a material impact on the Company’s effective tax rate for the three and six months ended June 30, 2026. Administrative guidance interpreting the OBBBA will be released over coming quarters which the Company will continue to monitor. NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES Warranty Related We provide limited warranties against assembly or construction defects. These warranties generally provide for the replacement or repair of defective parts or workmanship for a specified period following the date of sale. The end users also may receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. Infrequently, a material warranty issue can arise which is beyond the scope of our historical experience. We provide for any such warranty issues as they become known and are estimable. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters beyond the scope of our historical experience. An estimate of possible penalty or loss, if any, cannot be made at this time. Changes in the warranty liability are summarized below: Six Months Ended June 30, 2026 2025 Balance of warranty liability, beginning of period $ 20,303 $ 10,206 Accruals for current period sales 3,354 2,778 Cash settlements ( 2,710 ) ( 968 ) Changes in liability for pre-existing warranties ( 1,749 ) ( 18 ) Translation adjustment ( 317 ) 978 Balance of warranty liability, end of period $ 18,881 $ 12,976 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 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. Page 16 of 43 Index NOTE 8 – DEFINED BENEFIT PENSION PLANS Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Service cost $ 658 $ 664 $ 1,326 $ 1,271 Interest cost 501 423 1,010 811 Interest income ( 1,200 ) ( 1,156 ) ( 2,419 ) ( 2,214 ) Amortization of net gain ( 127 ) ( 249 ) ( 255 ) ( 476 ) Administrative expenses 50 48 101 92 Total Benefit cost $ ( 118 ) $ ( 270 ) $ ( 237 ) $ ( 516 ) The components of net periodic pension and other postretirement cost, other than service cost, are included in Other income (expense) in our Condensed Consolidated Statements of Operations. NOTE 9 – DEBT Debt consists of the following: June 30, 2026 December 31, 2025 Revolving credit facility, due 2030 $ 200,154 $ 191,819 Term loan, Facility A, due 2030 324,478 328,377 Shareholder loan 57,592 59,101 Other debt 35,455 15,661 Total debt 617,679 594,958 Less current portion of long-term debt ( 66,336 ) ( 46,908 ) Total long-term debt $ 551,343 $ 548,050 Term loan, Facility A, due 2030 Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $ 350,000 . The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin. The margin increases with the Company’s leverage ratio. The average interest rate for the three months ended 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). In addition, the credit facilities agreement governing Facility A (the “ New Credit Facilities Agreement ”) also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75 x. The Company was in compliance with all covenants as of 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 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 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. Page 17 of 43 Index The Company is subject to certain customary covenants that prohibit the Company from incurring additional indebtedness, limit certain acquisitions, investments, advances or loans and restrict substantial asset sales (all subject to certain exceptions and baskets). In addition, the New Credit Facilities Agreement also requires the Company to maintain certain financial ratios. For the current reporting period, the Company was required to maintain a leverage ratio that did not exceed 3.75 x. The Company was in compliance with all covenants as of June 30, 2026 and December 31, 2025. Shareholder loans As of June 30, 2026 and December 31, 2025 , there were subordinated shareholder loans totaling CHF 13,563 ( 2026 : $ 16,754 , 2025 : $ 17,110 ) and EUR 15,000 ( 2026 : $ 17,091 , 2025 : $ 17,626 ) from PCS Holding AG, as well as CHF 10,000 ( 2026 : $ 12,353 , 2025 : $ 12,615 ) and EUR 10,000 ( 2026 : $ 11,394 , 2025 : $ 11,750 ) from Gebuka AG. The loans are originally granted for a fixed term, but the term will be extended if the loan agreement is not terminated 90 days prior to the end date or if an extension agreement is signed. The change in the loan balance as of 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. Other debt 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 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 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 (“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. Customers can draw on such performance bonds if the Company does not fulfil its contractual obligations. If a performance bond is drawn, the Company would have an obligation to reimburse the financial institution for amounts paid. There have been no significant amounts reimbursed to financial institutions under these types of arrangements for the six months ended June 30, 2026 and 2025 . NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME The components of AOCI, net of tax are as follows: June 30, 2026 June 30, 2025 Foreign currency translation adjustments $ 10,521 $ 9,419 Pension benefits 17,727 25,857 Total accumulated other comprehensive income $ 28,248 $ 35,276 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 (loss) per share is as follows: Page 18 of 43 Index Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (in thousands, except per share data) 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 (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: Weighted-average share of common stock outstanding 77,181 40,352 77,143 40,352 Effect of dilutive stock-based awards 339 — 320 — Weighted-average number of shares 77,520 40,352 77,463 40,352 Diluted earnings (loss) per share $ 0.14 $ ( 0.06 ) $ 0.14 $ ( 0.01 ) NOTE 12 – BUSINESS COMBINATION On July 1, 2025 (“Acquisition Date”), the Company acquired all outstanding equity of Shyft, a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, pursuant to the Merger Agreement. For further information regarding the Merger please refer to “ Note 1- Nature of Operations and Basis of Presentation ” . The Company acquired 100 % of Shyft’s voting equity interests, with the primary motivation being to enhance the Company’s product offerings in specialty vehicle solutions, expand market share in North America, and leverage Shyft’s innovative design and manufacturing capabilities. Shyft will expand the Company’s ability to provide customized vehicle solutions, including walk-in vans, truck bodies, and luxury Class A diesel motorhome custom chassis to a diverse clientele, including commercial users, original equipment manufacturers, dealers, and governmental entities, thereby providing a diversified portfolio that mitigates risk across various market cycles. Shyft was headquartered in Novi, Michigan, and is integrated into the North America Segment. Shyft’s annual sales in 2024 were $ 786,176 . The total consideration transferred was approximately $ 443,103 . The assets acquired and liabilities assumed were recorded at their fair values as of the Acquisition Date. The Shyft acquisition was accounted for using the acquisition method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. Identifiable intangible assets include Brand, Technology, Customer relationships and Order backlog. The excess of the purchase price over the estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. In accordance with ASC 805-30-50-1(a), the goodwill recognized in this acquisition is attributed to several qualitative factors, including expected synergies from the integration 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 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 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 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. Page 19 of 43 Index The Company (i) issued and delivered to Shyft shareholders an aggregate of 36,350,634 shares of Aebi Schmidt Common Stock at $ 12.06 per share, (ii) paid to Shyft fractional shareholders an aggregate amount in cash equal to $ 2 (the “Cash Consideration”) and (iii) replaced Shyft equity awards amounting to $ 4,866 that are allocated to consideration transferred as they relate to the pre-acquisition period. The $ 443,103 of common stock was entirely comprised of Aebi Schmidt Common Stock, par value $ 1.00 . The purchase price was comprised of the following: Purchase price: Aebi shares issued to Shyft shareholders on July 1, 2025 (1) 36,350,634 Shyft stock price on June 30, 2025 (2) $ 12.54 Exchange ratio 1.04 Share consideration ( 36,350,634 number of shares issued at the Fair Value of $ 12.06 per share) $ 438,235 Add: Cash paid for fractional shares 2 Add: Fair value of Shyft Equity awards allocated to pre-acquisition period (3) 4,866 Total purchase price $ 443,103 (1) Includes vested Shyft Director RSU awards. (2) The fair value of the share consideration and the replacement awards issued to Shyft employees was determined using Shyft’s stock price, as it was considered more reliably measurable than the stock price of Aebi Schmidt. The measurement was based on Shyft’s stock price as of June 30, 2025, the last trading day prior to delisting, which occurred on the Acquisition Date of July 1, 2025. (3) Represents the estimated fair value of Shyft RSAs, Shyft RSUs (other than Shyft Director RSUs), and Shyft performance stock units (“PSUs”) attributable to pre-combination services. $ 501 of Shyft RSAs, $ 1,585 of Shyft RSUs, and $ 2,780 of Shyft PSUs are attributed to pre-combination service. The total number of shares of Aebi Schmidt Common Stock issued as consideration, after adjusting for unvested RSAs, vested Director RSUs, and excluding fractional shares settled in cash, was 36,696,981 shares. This total comprises 36,350,634 shares issued to Shyft shareholders, of which 105,874 relating to Aebi Schmidt RSAs exchanged for Shyft RSAs that have not fully vested, and 346,347 shares that accelerated vesting upon a termination and change in control (double trigger provision). For further information regarding stock based compensation, please refer to “ Note 13 - Stock Based Compensation and Equity ” in the Company's Form 10-K. Acquisition costs in connection with the Merger incurred by the Company include acquisition-related legal and other professional fees in the total amount of $ 19,169 as of the Acquisition Date, which are recognized as $ 14,765 and $ 4,404 in the income statement for the year ended December 31, 2025 and 2024, respectively. All amounts were recorded within other income (expense) for the respective periods. 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. In the fourth quarter of 2025, the Company recorded measurement period adjustments to cash and cash equivalents, other current liabilities and accrued expenses, and intangible assets. We also adjusted deferred tax liabilities in the fourth quarter of 2025 to reflect measurement‑period refinements to our estimated deferred tax calculation. In the first quarter of 2026, the Company recorded measurement period adjustments to other current liabilities and accrued expenses. 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. Page 20 of 43 Index The purchase price allocation to the fair value of assets acquired and liabilities assumed is as follows: Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation (As Adjusted) Fair value of identifiable assets and liabilities: Cash and cash equivalents $ 19,905 $ ( 539 ) $ 19,366 Accounts receivable 84,121 84,121 Contract assets 44,559 44,559 Inventories 91,117 ( 7,228 ) 83,889 Prepaid expenses and other current assets 8,191 8,191 Total current assets 247,893 ( 7,767 ) 240,126 Property, plant and equipment 101,832 101,832 Goodwill 193,960 ( 6,057 ) 187,903 Intangible assets 181,104 3,927 185,031 Right of use assets operating leases 47,347 47,347 Other assets 1,317 1,317 Total Assets $ 773,453 $ ( 9,897 ) $ 763,556 Accounts payable $ 80,844 $ 80,844 Accrued warranty 6,782 6,782 Accrued compensation and related taxes 11,174 11,174 Contract liabilities 9,123 9,123 Operating lease liability 9,221 9,221 Other current liabilities and accrued expenses 25,574 6,322 31,896 Current portion of long-term debt 452 452 Current liabilities $ 143,170 $ 6,322 $ 149,492 Other non-current liabilities 12,205 12,205 Long-term operating lease liability 34,346 34,346 Long-term debt, less current portion 120,344 120,344 Deferred tax liabilities 20,285 ( 16,219 ) 4,066 Total Liabilities 330,350 ( 9,897 ) 320,453 Total fair value allocation of purchase price $ 443,103 $ — $ 443,103 The value of accounts receivables acquired approximates the gross contractual amount of accounts receivable. The contractual amount not expected to be collected is immaterial. As part of the business combination, the Company recognized contingent liabilities of $ 8,246 related to certain commitments. The Company measured these contingencies at fair value and the liabilities reflect management's best estimate of future payments related to these arrangements, which depends on final negotiated terms following the acquisition. The valuation incorporates probability-weighted scenarios based on expected outcomes. The Company continues to monitor these arrangements and will adjust the fair value as necessary in future reporting periods. Intangible assets totaling $ 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. The fair value of Brand and Technology was determined using an income approach methodology, specifically the relief from royalty method. Significant assumptions used in estimating future cash flows included projected revenue growth rates and discount rate for customer relationships and projected revenue growth rates, royalty rate and discount rate for brand. Intangible assets consist of the following (in thousands): Page 21 of 43 Index Amount Useful life (in years) Weighted average amortization period (in years) Brand $ 60,765 5 - 20 18 Technology 26,068 10 10 Customer relationships 93,046 15 15 Order backlog 5,152 1 1 $ 185,031 15 The Company amortizes the Brand, Technology, Customer relationships and Order backlog utilizing a straight-line approach. 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. Acquired contract assets and liabilities in the scope of ASC 606 are an exception to the ASC 805 fair value measurement principle and were measured as if Aebi Schmidt had originated the acquired contract. For each contract Aebi Schmidt reassessed the identification of performance obligations, determination of transaction price, allocation of transaction price, and measure of progress for each performance obligation as if Aebi Schmidt has been party to the original contract and recognized the resulting contract asset or liability as an asset acquired or a liability assumed. The application of this expedient aligns with the acquiree’s historical accounting and is not expected to materially affect the condensed consolidated financial statements. The Company continues to evaluate the impact of these items in subsequent periods as part of its ongoing revenue recognition processes. 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 ROW, as reportable segments. Financial results for each segment are presented separately to provide transparency and insight into the performance and resources of each geographic area, consistent with how the CODM reviews and assesses the Company’s operations. The CODM evaluates the performance of their reportable segments based on Segment Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), which is defined as net income before interest, taxes, depreciation, and amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, 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. Page 22 of 43 Index 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 June 30, 2026 Segment North America Europe and ROW Total New Business $ 323,151 $ 110,348 $ 433,499 After Sales 33,112 29,797 62,909 Segment sales $ 356,263 $ 140,145 $ 496,408 Depreciation and amortization expense $ 12,598 $ 1,554 $ 14,152 Segment assets $ 1,548,362 $ 467,349 $ 2,015,711 Capital expenditures $ 1,873 $ 662 $ 2,535 Three Months Ended June 30, 2025 Segment North America Europe and ROW Total New Business $ 134,876 $ 103,254 $ 238,130 After Sales 11,368 28,245 39,613 Segment sales $ 146,244 $ 131,499 $ 277,743 Depreciation and amortization expense $ 4,807 $ 1,619 $ 6,426 Segment assets $ 742,711 $ 476,143 $ 1,218,854 Capital expenditures $ 1,263 $ 841 $ 2,104 Segment Adjusted EBITDA is as follows: Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 North America Europe and ROW North America Europe and ROW Sales $ 356,263 $ 140,145 $ 146,244 $ 131,499 Cost of products sold 287,130 111,986 115,286 105,625 Research and development 1,722 4,716 604 4,828 Selling, general and administrative 39,642 16,060 16,153 17,421 Other segment items (1) ( 7,733 ) 772 ( 1,823 ) ( 1,644 ) 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, integration costs, non-service cost related pension expense and legacy plan, foreign exchange gain on external debts and other non-recurring. Page 23 of 43 Index The reconciliation of total Segment Adjusted EBITDA to Income (loss) before income taxes is as follows: Three Months Ended June 30, 2026 2025 Total Segment Adjusted EBITDA $ 42,113 $ 21,293 Interest expense ( 11,126 ) ( 9,303 ) Foreign exchange losses on external debt 23 ( 2,600 ) Depreciation and amortization ( 14,152 ) ( 6,426 ) Restructuring and other related expenses ( 903 ) ( 393 ) Transaction related expenses — ( 6,065 ) Integration costs ( 638 ) — Settlement of acquisition ( 414 ) ( 456 ) Pension related income, net 739 1025 Legal matters 33 ( 586 ) Change in provision for contingencies 475 329 Non-cash stock-based compensation expenses ( 438 ) — Other non-operating one-off items ( 390 ) ( 30 ) 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 Segment North America Europe and ROW Total 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 Segment North America Europe and ROW Total New Business $ 265,132 $ 175,906 $ 441,038 After Sales 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 Page 24 of 43 Index Segment Adjusted EBITDA is as follows: Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 North America Europe and ROW North America Europe and ROW 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 (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 items. The reconciliation of total Segment Adjusted EBITDA to Income (loss) before income taxes is as follows: Six Months Ended June 30, 2026 2025 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 ) Page 25 of 43 Index The following table presents sales disaggregated by geography which exceed 10% of total sales: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 U.S. $ 340,888 $ 139,739 $ 669,126 $ 274,187 Switzerland 16,774 13,541 30,064 24,746 Other 138,746 124,463 252,763 227,996 Total sales $ 496,408 $ 277,743 $ 951,953 $ 526,929 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 U.S. 68.7 % 50.3 % 70.3 % 52.0 % Switzerland 3.4 % 4.9 % 3.2 % 4.7 % Other 27.9 % 44.8 % 26.5 % 43.3 % Total sales 100.0 % 100.0 % 100.0 % 100.0 % The following table presents assets disaggregated by geography that exceeds 10% of total assets: As of June 30, 2026 December 31, 2025 U.S. $ 1,523,037 $ 1,495,145 Switzerland 166,177 177,549 Other 326,497 335,585 Total assets $ 2,015,711 $ 2,008,279 As of June 30, 2026 December 31, 2025 U.S. 75.6 % 74.4 % Switzerland 8.2 % 8.8 % Other 16.2 % 16.8 % Total assets 100.0 % 100.0 % Page 26 of 43 Index