Aebi Schmidt Holding AG
For the period ended May 21, 2026. Filed Apr 10, 2026.
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May 21, 2026 · Filed Apr 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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Aebi Schmidt Holding AG
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Schulstrasse 4 // CH-8500 Frauenfeld, Switzerland
Notice of Aebi Schmidt Holding AG 2026 Annual General Meeting of Shareholders
To the Shareholders of Aebi Schmidt Holding AG:
The 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Aebi Schmidt Holding AG (the “Company” or “Aebi Schmidt”) will be held at Boulevard Lilienthal 8 (Entrance / Eingang Auditorium), 8152 Glattpark, Switzerland, at 10:00 a.m. Central European Summer Time on Thursday, May 21, 2026. The proxy statement and form of proxy for the Annual Meeting are first being made available to shareholders on or around April 10, 2026. The purpose of the Annual Meeting is to consider and vote on the following agenda items:
| 1. | Approval of the audited consolidated financial statements and statutory standalone financial statements for the fiscal year ended December 31, 2025 |
| 2. | Approval of allocation of profit available for distribution and approval of distribution of a dividend |
| 2.1 | Approval of allocation of profit available for distribution |
| 2.2 | Approval of distribution of dividend (as a repayment of statutory reserves, by way of allocation to a dividend reserve) |
| 3. | Discharge of liability for the Board of Directors and Executive Management for the fiscal year ended December 31, 2025 |
| 4. | Approval of an Amendment to the Articles of Association to (i) reduce the minimum number of directors to five and the maximum number of directors to nine and (ii) amend the nomination rights of PCS Holding AG |
| 5. | Election of the Board of Directors and the Chair of the Board of Directors |
| 5.1 | Election of the Board of Directors |
| 5.2 | Election of the Chair of the Board of Directors |
| 6. | Election of the Human Resources and Compensation Committee of the Board of Directors |
| 7 | Election of PricewaterhouseCoopers AG (Zurich) as statutory auditor |
| 8. | Election of Anwaltskanzlei Keller AG as independent proxy |
| 9. | Approval of compensation of the Board of Directors and Executive Management |
| 9.1 | Approval, on a non-binding advisory basis, of the compensation of named executive officers under U.S. securities law requirements |
| 9.2 | Approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes to approve the compensation of named executive officers |
| 9.3 | Approval, on an advisory basis, of the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025 |
| 9.4 | Approval of the maximum compensation of the Board of Directors until the 2027 annual general meeting |
| 9.5 | Approval of the maximum compensation of Executive Management for the fiscal year ending December 31, 2027 |
| 10. | Approval of the Aebi Schmidt Equity Incentive Plan |
| 11. | Approval of the Swiss Statutory Non-Financial Matters Report |
The Board of Directors has fixed the close of business on March 25, 2026 as the record date (the “Record Date”) for determining stockholders that are entitled to notice of, and to vote at, the Annual Meeting; provided, however, if you are a shareholder of record on the Record Date but sell your shares prior to May 11, 2026, you will not be entitled to vote those shares at the Annual Meeting.
Notice of Internet Availability of Proxy Materials. Shareholders of record are being mailed, on or around April 10, 2026, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”) on the Internet, and if they prefer, how to request paper copies of these materials. The Proxy Statement and Aebi Schmidt’s Annual Report are available free of charge on our website in the “Annual General Meeting 2026” section ofwww.aebi-schmidt.com/investors orwww.proxyvote.com.
See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by May 14, 2026 by following the instructions in this proxy statement.
Your vote is important
Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Aebi Schmidt encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs.
By Order of the Board of Directors,
Thomas Schenkirsch
Chief Group Services and Deputy Group CEO
April 10, 2026
Frauenfeld, Switzerland
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