Aebi Schmidt Holding AG

What is the purpose of the Annual Meeting?

During the Annual Meeting, holders of Aebi Schmidt’s shares will act upon the matters outlined in the accompanying notice of Annual Meeting of shareholders, as outlined above and below. In addition, management will report on the performance of Aebi Schmidt and will respond to appropriate questions submitted by shareholders before the start of the Annual Meeting.

How will Aebi Schmidt conduct the Annual Meeting?

The 2026 Annual General Meeting of Shareholders of 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 meeting will be held in German.

How do I attend and participate during the Annual Meeting?

Shareholders of record on the Record Date will receive an individualized Notice of Internet Availability of Proxy Materials (the “Notice”) from Broadridge. Beneficial owners of shares will receive the Notice or proxy materials, as well as a voting instruction form, from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted. If you do not receive the Notice or proxy materials by April 24, 2026, please reach out to your broker, bank, nominee or custodian acting as shareholder of record or Aebi Schmidt’s Investor Relations team.

In order to attend the Annual Meeting in person, shareholders of record must bring their admission ticket (which may be obtained as described below) and government-issued identification such as a driver’s license or passport. A shareholder may also appoint another person to represent him or her at the Annual Meeting through a written, signed proxy giving such person the right to vote the shares. Such person must bring that proxy, his or her government-issued identification, and an admission ticket to the Annual Meeting.

Beneficial owners who wish to vote in person at the Annual Meeting must obtain a signed proxy from their broker, bank, nominee or other custodian that authorizes you to vote the shares held by them on your behalf. In addition, you must bring to the Annual Meeting an admission ticket and government-issued identification.

Beneficial owners who have not obtained a proxy from their broker or custodian are not entitled to vote in person at, or participate in, the Annual Meeting.

Each share carries one vote. The exercise of the voting right is subject to the voting restrictions set out in Aebi Schmidt’s Articles of Association, a summary of which is contained in “Voting” below.

To request an admission ticket to the Annual Meeting, please reach out to Aebi Schmidt’s Investor Relations team atinvestor.relations@aebi-schmidt.com or +41 44 308 58 77 and send proof of your stock ownership. For shareholders of record, proof of stock ownership is a copy of your Notice. For beneficial owners, proof of stock ownership is a proxy certificate. To allow time for processing, please submit requests for admission tickets by May 14, 2026. Admission tickets are not transferrable. You may contact Investor Relations with any questions about the admission ticket process.

Beneficial owners of shares held in “street name” and shareholders of record with voting rights at the close of business on the Record Date are entitled to vote at the Annual Meeting, except that shareholders who, upon application, become registered as shareholders

Additional Information

with respect to their shares after the Record Date but on or before May 11, 2026 and wish to vote those shares at the Annual Meeting will need to obtain proxy materials by contacting Investor Relations atinvestor.relations@aebi-schmidt.com or +41 44 308 58 77. Shareholders of record who have sold their shares prior to May 11, 2026 are not entitled to vote these shares at the Annual Meeting.

Admission Office

The admission office opens on the day of the Annual Meeting at 9:30 a.m. Central European Summer Time. Shareholders attending the meeting are required to present the admission ticket described above in “How do I attend and participate during the Annual Meeting?” at the entrance.

Publication of Invitation in Switzerland

In accordance with Swiss law and Aebi Schmidt’s Articles of Association, the formal and authoritative invitation to the Annual Meeting will be published at least 20 days prior to the meeting in the Swiss Official Commercial Gazette.

Why didn’t I receive a paper copy of this proxy statement?

Aebi Schmidt has chosen to distribute its proxy materials by sending its shareholders a Notice of Internet Availability of Proxy Materials that explains how to access its proxy materials and vote online. Many other companies have transitioned to this more contemporary way of distributing annual meeting materials, often called “electronic proxy” or “Notice and Access.”

This “Notice and Access” process expedites Aebi Schmidt’s shareholders’ receipt of these materials, lowers the costs of proxy solicitation and reduces the environmental impact of our annual meeting.

What if I would like to receive a paper copy of this proxy statement?

If you received a Notice and would like Aebi Schmidt to send you a printed copy of its proxy materials, please follow the instructions included in your Notice to request a copy.

Voting

Each share of Aebi Schmidt’s shares has one vote on each matter. The exercise of voting rights is subject to the voting restrictions set out in Aebi Schmidt’s Articles of Association. Only “shareholders of record” as of the close of business on the Record Date are entitled to directly vote at the Annual Meeting. As of the Record Date, there were 77,435,027 shares of Aebi Schmidt’s shares issued and outstanding. In addition to shareholders of record of Aebi Schmidt’s shares, “beneficial owners of shares held in street name” as of the Record Date can vote using the methods described below.

Quorum

For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of one-third of the shares issued and outstanding and entitled to vote on the Record Date will constitute a quorum for all purposes. As of the Record Date, 77,435,027 shares were issued and outstanding and entitled to vote. Broker non-votes and proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether there is a quorum.

Additional Information

Shareholders of Record

If your shares are registered directly in your name with Aebi Schmidt’s transfer agent, you are the shareholder of record with respect to those shares. 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.

Beneficial Owners of Shares Held in Street Name

If your shares are held in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. If you are a beneficial owner of shares held in “street name” and ask to become a shareholder of record for those shares after the Record Date but on or before May 11, 2026 and want to vote those shares at the Annual Meeting, you will need to obtain proxy materials by contacting Investor Relations via e-mail atinvestor.relations@aebi-schmidt.com.

Voting Procedures

There are five ways to vote:

All shares represented by valid proxies received prior to 5:00 p.m. Central European Summer Time on May 18, 2026 will be voted. Where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions. By signing the proxy card (including electronically) and if no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board as to each proposal. If a new proposal or a new suggestion for an existing proposal is put before the Annual Meeting and no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board. In case a shareholder invalidates these general instructions and does not provide any other instructions, the independent proxy must abstain from voting on the shareholder’s behalf.

Changing your Vote

You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting.

Additional Information

Independent Proxy

As a shareholder, you have the right to grant your voting proxy to the independent proxy, Anwaltskanzlei Keller AG, Splügenstrasse 8, P.O. Box 1889, 8027 Zurich, Switzerland, in the sense of Article 689c of the Swiss Code of Obligations by completing, signing and submitting the corresponding proxy card (including electronically).

Requests can be sent to attention: Anwaltskanzlei Keller AG, P.O. Box 1889, 8027 Zurich, Switzerland or proxyvoting@anwaltskanzlei-keller.com. All requests must be accompanied by proof of stock ownership, which is described in more detail above in “How do I attend and participate during the Annual Meeting?” Proxies granted to the independent proxy must be received no later than 5:00 p.m. Central European Summer Time on May 18, 2026 to allow for appropriate processing time.

Shareholders who have appointed the independent proxy as a proxy may not vote in person at the meeting or send a proxy of their choice to the meeting, unless they revoke or change their proxies. By signing the proxy card (including electronically) and if no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board as to each proposal. If a new proposal or a new suggestion for an existing proposal is put before the Annual Meeting and no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board. In case a shareholder invalidates these general instructions and does not provide any other instructions, the independent proxy must abstain from voting on the shareholder’s behalf.

Uninstructed Shares

Shareholders of Record If you are a shareholder of record and you:

Beneficial Owners of Shares Held in Street Name If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization may generally vote your shares in their discretion on “routine” matters, but cannot vote on “non-routine” matters.

Routine and Non-Routine Proposals

The following proposals are considered a routine matter:

Additional Information

A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with the Proposals No. 1, 2.1, 2.2, 7, 8 and 11.

The following proposals are considered non-routine matters:

If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with the above Proposals No. 3, 4, 5.1, 5.2, 6, 9.1, 9.2, 9.3, 9.4, 9.5 and 10.

Vote Required to Approve a Proposal

The approval of each proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, except for Proposals 3 and 9.3.

Proposal 3 (discharge of the Board and executive management) requires the affirmative vote of a majority of the votes cast (in person or by proxy) at the Annual Meeting, not counting the votes of any director, nominee or executive officer of Aebi Schmidt or any votes represented by Aebi Schmidt, or abstentions, broker non-votes or blank or invalid ballots.

Regarding Proposal 9.2 (frequency for future say-on-pay votes), the Board will consider the frequency for holding future say-on-pay votes that receives the highest number of votes cast to be the frequency recommended by shareholders.

Proposals 9.3 (Swiss Statutory Compensation Report) is advisory and non-binding in nature. Therefore, there is no specific approval requirement. However, the Board will consider that the shareholders have approved this particular proposal on an advisory basis if the proposal receives the affirmative vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, in each case not counting abstentions, broker non-votes or blank or invalid ballots.

Additional Information

Broker Non-Votes and Abstentions

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal. Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and cast at the Annual Meeting.

What are the Board’s recommendations?

The Board recommends a vote:

Proposal 1 −FOR the approval of the audited consolidated financial statements and statutory standalone financial statements for the fiscal year ended December 31, 2025.

Proposal 2.1 −FOR the approval of allocation of profit available for distribution.

Proposal 2.2 −FOR the approval of distribution of dividend (as a repayment of statutory reserves, by way of allocation to a dividend reserve).

Proposal 3 −FOR the discharge of liability for the Board and Executive Management for the fiscal year ended December 31, 2025.

Proposal 4 −FOR the 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.

Proposal 5.1 −FOR the election of the nominees for directors named in this proxy statement.

Proposal 5.2 −FOR the election of Barend Fruithof as Chair of the Board.

Proposal 6−FOR the election of the Human Resources and Compensation Committee of the Board.

Proposal 7.1 −FOR the election of PricewaterhouseCoopers AG (Zurich) as statutory auditor.

Proposal 7.2 −FOR the ratification of PricewaterhouseCoopers AG (Zurich) as independent registered public accounting firm for purposes of U.S. securities law reporting.

Proposal 8 −FOR the election of Anwaltskanzlei Keller AG as independent proxy.

Proposal 9.1 −FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers under U.S. securities law requirements.

Proposal 9.2 −FOR the approval, on a non-binding advisory basis, of a frequency of every year for future non-binding advisory votes to approve the compensation of our named executive officers.

Proposal 9.3 −FOR the approval, on an advisory basis, of the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025.

Proposal 9.4 −FOR the approval of the maximum compensation named in this proxy statement of Aebi Schmidt’s Board until the 2027 annual general meeting.

Proposal 9.5 −FORthe approval of the maximum compensation named in this proxy statement of Aebi Schmidt’s executive management for the fiscal year ending December 31, 2027.

Proposal 10 −FORthe approval of the Aebi Schmidt Equity Incentive Plan.

Additional Information

Proposal 11 −FOR the approval of the Swiss Statutory Non-Financial Matters Report.

What will happen if other matters are raised at the Annual Meeting?

If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will generally require the affirmative vote of a majority of the shares outstanding on the Record Date that is present or represented at the Annual Meeting. The Board does not propose to conduct any business at the Annual Meeting other than as stated above.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting and final voting results will be published by Aebi Schmidt in a Current Report on Form 8-K and on Aebi Schmidt’s website in the “Annual General Meeting 2026” section ofwww.aebi-schmidt.com/investors.

How may I obtain an additional copy of the proxy materials?

If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please request the additional copy by contacting Aebi Schmidt Group, attention: Investor Relations, Schulstrasse 4, 8500 Frauenfeld, Switzerland, investor.relations@aebi-schmidt.com. Additionally, if you have been receiving multiple sets of proxy materials and wish to receive only one set of proxy materials, please contact Aebi Schmidt’s Investor Relations department in the manner provided above.

What does it mean if I receive more than one proxy card or voting instruction card?

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or Aebi Schmidt’s transfer agent. Please sign and deliver each proxy card and voting instruction card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or Aebi Schmidt’s transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

Who pays for the solicitation of proxies?

The accompanying proxy is being solicited by Aebi Schmidt’s Board. Aebi Schmidt will bear the cost of soliciting the proxies. Officers and other management employees of Aebi Schmidt will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview and/or telephone.

How can I access Aebi Schmidt’s proxy materials and Annual Report on Form 10-K?

The Investors section on Aebi Schmidt’s website, www.aebi-schmidt.com/investors, provides access, free of charge, to SEC reports as soon as reasonably practicable after Aebi Schmidt electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports. Aebi Schmidt has posted printable and searchable 2026 proxy materials to Aebi Schmidt’s website in the “Annual General Meeting 2026” section ofwww.aebi-schmidt.com/investors. A copy of Aebi Schmidt’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to Aebi Schmidt Group, attention: Investor Relations, Schulstrasse 4, 8500 Frauenfeld, Switzerland, investor.relations@aebi-schmidt.com.

The references to the website addresses of Aebi Schmidt and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.

Additional Information

How and when may I submit a shareholder proposal or director nomination for the 2027 annual general meeting?

If you wish to submit a matter to be considered for inclusion in the proxy material for the 2027 annual general meeting, please send it to Investor Relations. Proposed shareholder proposals must be received on or before December 11, 2026 and otherwise comply with the SEC requirements under Rule 14a-8 of the Exchange Act to be eligible for inclusion in Aebi Schmidt’s 2027 annual general meeting proxy statement. Rule 14a-8 and related guidance provide that certain shareholder proposals may be excluded from a proxy statement. We will evaluate any shareholder proposal received and may exclude such shareholder proposal if permitted in accordance with such rule and guidance.

For any shareholder proposal outside the processes of Rule 14a-8, a shareholder must lodge a written request listing the agenda items and the proposal or proposals with the Board at least 90 days prior to the 2027 annual general meeting. Each request submitted by a shareholder for inclusion of an agenda item must be in written form and include with respect to each agenda item (a) a brief description of the business desired to be brought before the 2027 annual general meeting and the reasons for conducting such business at the 2027 annual general meeting, (b) the name and address of the shareholder proposing such business, (c) the number of shares of Aebi Schmidt which are legally or beneficially owned by such shareholder, and the dates upon which the shareholder acquired such shares and (d) all other information required under the applicable laws, regulations and Nasdaq rules.

Shareholders who intend to solicit proxies in support of director nominees other than Aebi Schmidt’s nominees for inclusion on Aebi Schmidt’s proxy card must provide the notice and additional information required by Rule 14a-19 of the Exchange Act to Aebi Schmidt at the address above not later than March 22, 2027, and must otherwise comply with the requirements of Rule 14a-19(b) of the Exchange Act, Swiss law and our Articles of Association. The notice and information required by Rule 14a-19 are in addition to the advance notice requirements of our Articles of Association and do not extend any deadline under our Articles of Association.

Annual Report of Aebi Schmidt

Aebi Schmidt’s Annual Report containing Aebi Schmidt’s audited consolidated financial statements with accompanying notes, Aebi Schmidt’s and its audited statutory standalone financial statements prepared in accordance with Swiss law, Aebi Schmidt’s Swiss law compensation report and the statutory auditor’s reports, are available at Aebi Schmidt’s website in the Investors “Annual General Meeting 2026” section atwww.aebi-schmidt.com/investors. Copies of this document may be obtained without charge by contacting Aebi Schmidt Group, Attention: Investor Relations, Schulstrasse 4, 8500 Frauenfeld, Switzerland, investor.relations@aebi-schmidt.com.