Aebi Schmidt Holding AG

This summary highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider. Please read this entire proxy statement carefully before voting.

Annual Meeting of Shareholders

Shareholder Voting Matters

Proxy Statement Summary

Proxy Statement Summary

Our Core Values

Aebi Schmidt is a world-class specialty vehicles leader, positioned to accelerate growth and drive exceptional value.

At Aebi Schmidt, our values are more than words – they are action-oriented principles. We empower our people to thrive, lead with integrity, and drive lasting impact through operational excellence, customer focus and bold thinking.

Win & Grow Together We succeed when we trust, respect and support each other.

Deliver Excellent Performance We deliver consistent results with discipline and pride – and we keep improving, every day.

Innovate for Customers We design smart, sustainable solutions with a customer-centric mindset – solving the challenges that matter most.

Own the Outcome We act with integrity, take responsibility for our actions, and deliver on our commitments.

Build for Tomorrow We create lasting impact through sustainable growth and responsible practices.

Proxy Statement Summary

2025 Performance Highlights(1)

Key achievements of Aebi Schmidt during the year included:

(1)Throughout this proxy statement, we refer to certain non-GAAP measures, including Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt, to supplement our reporting of financial measures determined in accordance with GAAP, and to separate the impact of certain items from the underlying business. Because Aebi Schmidt uses these adjusted financial results in the management of its business, we believe this supplemental information is useful to investors for their independent evaluation and understanding of Aebi Schmidt’s underlying business performance and the performance of its management. To aid investors and analysts with year-over-year comparability for the combined business of Aebi Schmidt and Shyft, the Company has also presented certain of these non-GAAP financial measures on a “Combined” basis. Combined non-GAAP financial measures include results for both Aebi Schmidt and Shyft on a combined basis inclusive of periods prior to the July 1, 2025 Acquisition. Information presented on a combined basis does not reflect pro-forma adjustments or other adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved if the business combination occurred on January 1, 2024. The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Aebi Schmidt’s financial statements prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in the reconciliation tables set forth in Appendix A of this proxy statement. In addition, the non-GAAP financial measures included in this proxy statement reflect management’s judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies. See the reconciliations to the corresponding GAAP measures set forth in Appendix A of this proxy statement.

Proxy Statement Summary

Acquisition of The Shyft Group, Inc.

On July 1, 2025, Aebi Schmidt completed the acquisition of The Shyft Group, Inc. (“Shyft”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries (the “Acquisition”). The Acquisition was completed pursuant to the terms of an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), by and among Shyft, Aebi Schmidt, ASH U.S. 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. Shyft is now an indirect, wholly owned subsidiary of Aebi Schmidt. Upon completion of the Acquisition, Aebi Schmidt common stock immediately became available for trading on Nasdaq.

The Acquisition further solidified Aebi Schmidt’s position as a global specialty vehicles leader. With the addition of Shyft, Aebi Schmidt expanded its geographical footprint and market share in North America and enhanced its ability to provide customized vehicle solutions, including walk-in vans, truck bodies, and luxury Class A diesel motorhome custom chassis, to a diverse clientele.

Aebi Schmidt's Board of Directors

Since completion of the Acquisition and pursuant to the terms of the Merger Agreement, Aebi Schmidt’s Board of Directors (the “Board”) has consisted of eleven members, six of whom were designated by Aebi Schmidt and five of whom were designated by Shyft. James Sharman, Chair of Shyft’s Board of Directors immediately prior to the Acquisition, serves as Chair of Aebi Schmidt’s Board. Barend Fruithof, Aebi Schmidt’s Group Chief Executive Officer, serves as Vice Chair of the Board. Peter Spuhler, Chair of Aebi Schmidt’s Board immediately prior to the Acquisition, is currently a member of Aebi Schmidt’s Board. Upon completion of the Acquisition, Peter Muri and Maximilian Büttiker resigned from the Board.

Pursuant to that certain Relationship Agreement, dated as of July 1, 2025 (the “PCS Relationship Agreement”), among Aebi Schmidt, Mr. Spuhler and PCS Holding AG, a Swiss limited company (“PCS” and together with Mr. Spuhler, the “PCS Parties”), the parties agreed to consider, in good faith, a reduction of the size of the Board to nine directors from and after the Annual Meeting. Consistent with the PCS Relationship Agreement, the Governance Committee reviewed the Board’s size and composition and thereafter recommended to the Board a reduction in the size of the Board. In alignment with the Governance Committee’s recommendation, the Board recommends the shareholders approve the reduction from eleven to eight directors in conjunction with an amendment of PCS Holding AG’s and Mr. Spuhler’s nomination rights as described in Proposal 5.1. Messrs. Sharman and Spuhler and Paul Mascarenas are not standing for re-election at the Annual Meeting. Mr. Fruithof has been nominated as Chair to replace Mr. Sharman.

Executive Management

Mr. Fruithof, Aebi Schmidt’s Group Chief Executive Officer immediately prior to the Acquisition, continues to serve as Aebi Schmidt’s Group Chief Executive Officer.

Marco Portmann, Aebi Schmidt’s Group Chief Financial Officer immediately prior to the Acquisition, continues to serve as Aebi Schmidt’s Group Chief Financial Officer.

Thomas Schenkirsch, Aebi Schmidt’s Head Group Strategic Development and Deputy CEO immediately prior to the Acquisition, was appointed Chief Group Services and Deputy Group CEO upon completion of the Acquisition.

Steffen Schewerda, Aebi Schmidt’s Chief Executive Officer North America immediately prior to the Acquisition, was appointed Chief Executive Officer North America and President Vehicle Solutions upon completion of the Acquisition.

Henning Schröder, Aebi Schmidt’s Head Sales and Product Management Europe immediately prior to the Acquisition, was appointed Aebi Schmidt’s Chief Executive Officer Europe and Rest of World upon completion of the Acquisition.

Proxy Statement Summary

Tim Tecklenburg served as Aebi Schmidt’s Group Chief Financial Officer until April 13, 2025 and is included as a named executive officer (“NEO”) in this proxy statement.

Executive Compensation Highlights

Attracting, motivating and retaining a talented and experienced leadership team is a key component of Aebi Schmidt’s long-term success. We are committed to an effective executive compensation program that incorporates sound policies, transparency and best practices to deliver our NEO's annual compensation.

The Board recommends that shareholders vote (i) to approve, on a non-binding advisory basis, the compensation for our NEOs, (ii) to approve, on a non-binding advisory basis, the frequency of every year for future non-binding advisory votes to approve the compensation of our NEOs, (iii) to approve, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025 and (iv) to approve the maximum compensation of executive management for the fiscal year ending December 31, 2027, in each case, as disclosed in this proxy statement.

For more information on our executive compensation program and the 2025 compensation of our NEOs, see the section titled “Compensation Discussion and Analysis” beginning on page 59.

Corporate Governance Highlights

Environmental, Social and Governance Highlights

Shareholder Engagement in 2025

Aebi Schmidt proactively engages with shareholders throughout the year to better understand their priorities and perspectives on significant issues, including Aebi Schmidt’s performance and strategy, executive compensation, corporate governance, shareholder proposals and environmental and social matters. Members of our senior management lead our shareholder engagement and Aebi Schmidt and its Board consider feedback and insights from shareholders and other stakeholders as we review our practices and disclosures. This shareholder engagement includes attending sell-side conferences, attending industry tradeshows, quarterly earnings calls, individual meetings with shareholders and giving facility tours to investors.