Aebi Schmidt Holding AG

Previous wording

The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refer to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section entitled following the cover page to this Quarterly Report entitled “Forward-Looking Statements”, and Part II, Item 1A of this Quarterly Report (“Risk Factors”).

Current wording

The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refer to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section following the cover page to this Quarterly Report entitled "Forward-Looking Statements", and Part II, Item 1A of this Quarterly Report (Risk Factors), as well as the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in the Registration Statement.

Previous wording

Aebi Schmidt is a global leader in intelligent and innovative solutions for clean and safe infrastructure with a strong presence in over 90 countries in North America, Europe, and the rest of the world. Aebi Schmidt is a provider of a wide range of innovative technical products designed for effective maintenance of public and private infrastructure, including products in Snow and Ice Clearing, Airport Runway Clearing, Street Sweeping and Marking, Commercial Trucks and Trailers, and Agriculture. Aebi Schmidt is committed to innovation and technology, often integrating features into its products to enhance performance and continue to maintain its competitive market position amongst competitors. Based on its strategy and strong customer orientation, Aebi Schmidt is prepared to continue the growth path in the foreseeable future.

Current wording

Aebi Schmidt is a global leader in intelligent and innovative solutions for clean and safe infrastructure with a strong presence in over 90 countries in North America, Europe, and the rest of the world. Aebi Schmidt provides a wide range of technical products designed for effective maintenance of public and private infrastructure, including solutions for Snow and Ice Clearing, Airport Runway Clearing, Street Sweeping and Marking, Commercial Trucks and Trailers, and Agriculture. In addition, Aebi Schmidt 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, as well as offering related services such as repair, maintenance, and refurbishment. Aebi Schmidt remains committed to innovation and technology, integrating advanced features into its products to enhance performance and maintain a competitive market position. Based on its strategy and strong customer orientation, the Company is prepared to continue its growth path in the foreseeable future.

Previous wording

Aebi Schmidt operates in two reportable segments, which consist of (i) North America, and (ii) Europe including the rest of the world (collectively referred to as “Europe and the Rest of the World”). Operating results for the three months ended and six months ended June 30, 2025 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2025.

Current wording

Aebi Schmidt operates in two reportable segments, which consist of (i) North America, and (ii) Europe including the rest of the world (collectively referred to as “Europe and the Rest of the World”). Operating results for thethree and nine months ended September 30, 2025 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2025.

Previous wording

Aebi Schmidt’s North America Segment offers leading brands in Commercial Trucks and Trailers, Snow and Ice Clearing, and Airport Snow and Ice Clearing markets. Aebi Schmidt operates as a key player in providing innovative solutions for snow removal, street cleaning, and other essential services that enhance infrastructure and public safety.

Current wording

Aebi Schmidt’s North America Segment, now including Shyft, offers leading brands in Commercial Trucks and Trailers, Snow and Ice Clearing, and Airport Snow and Ice Clearing, Fleet and Specialty Vehicle markets. Aebi Schmidt operates as a key player in providing innovative solutions for snow removal, street cleaning, and other essential services that enhance infrastructure and public safety.

Previous wording

The Merger was accounted for as a business combination in accordance with U.S. GAAP, with Aebi Schmidt treated as the legal and accounting acquirer and Shyft as the legal and accounting acquiree for financial reporting purposes. As a result of the Shyft acquisition, Aebi Schmidt expects to benefit from continued operational efficiency and cash flow generation from the Combined Company’s full suite of offerings, scaled platform, and expanded portfolio. The acquisition will facilitate Aebi Schmidt’s growth plans, including strengthening its financial profile and delivering significant value for its shareholders by unlocking synergies between Shyft and Aebi Schmidt.

Current wording

The Merger was accounted for as a business combination in accordance with U.S. GAAP, with Aebi Schmidt treated as the legal and accounting acquirer and Shyft as the legal and accounting acquiree for financial reporting purposes. As a result of the Shyft acquisition, Aebi Schmidt expects to benefit from continued operational efficiency and cash flow generation from the Combined Company’s full suite of offerings, scaled platform, and expanded portfolio. The acquisition will facilitate Aebi Schmidt’s growth plans, including strengthening its financial profile and delivering significant value for its shareholders by unlocking synergies between Shyft and Aebi Schmidt. Refer to Note 14 - Business Combination for further information regarding the Merger.

Previous wording

The following table presents a summary of Aebi Schmidt’s key performance indicators for the six months ended June 30, 2025, and June 30, 2024.

Current wording

The following table presents a summary of Aebi Schmidt’s key performance indicators for thenine months ended September 30, 2025, and September 30, 2024.

Previous wording

Results for Aebi Schmidt for the three months ended June 30, 2025, compared to results for the three months ended June 30, 2024.

Current wording

Results for Aebi Schmidt for thethree months ended September 30, 2025, compared to results for thethree months ended September 30, 2024.

Previous wording

Cost of products sold increased by $11.8 million, or 6%, to $220.9 million in the three months ended June 30, 2025, from $209.1 million in the three months ended June 30, 2024. The increase in cost of products sold was driven by an increase of $7.6 million in costs related to new business sales, an increase of $3.2 million in costs related to after sales, and an increase of $1.1 million in other costs. This was partially offset by a decrease in under-absorption costs of $1.8 million due to lower overhead costs incurred compared to the prior period.

Current wording

Cost of products sold increased by $169.6 million, or 82%, to $377.2 millionin thethree months ended September 30, 2025, from $207.6 million in thethree months ended September 30, 2024. The increase in cost of products sold was driven by $152.2 million in costs attributable to Shyft, an increase of $15.9 million in costs related to new business sales, and an increase of $2.0 million in costs related to after sales. This was partially offset by a decrease of $0.3 million due to lower overhead costs incurred compared to the prior period.

Previous wording

Research and development expense increased by $0.8 million, or 17%, to $5.4 million in the three months ended June 30, 2025, from $4.6 million in the three months ended June 30, 2024 driven by slightly lower expenses incurred with respect to development of new products.

Current wording

Research and development expense increased by $4.1 million, or 88%, to $8.7 million in thethree months ended September 30, 2025, from $4.6 millionin thethree months ended September 30, 2024 driven by an increase of $3.1 million in activity attributable to Shyft and development of new product solutions by Aebi.

Previous wording

Selling, general and administrative expense increased by $3.8 million, or 13%, to $33.6 million in the three months ended June 30, 2025, from $29.8 million in the three months ended June 30, 2024. The increase in selling, general and administrative expense was primarily driven by increases in administrative costs related to management, human resources, finance, IT, and other functions of $3.0 million, partially due to additional costs incurred as a public company.

Current wording

Selling, general and administrative expense increased by $29.2 million, or 97%, to $59.3 million in thethree months ended September 30, 2025, from $30.1 millionin thethree months ended September 30, 2024. The increase in selling, general and administrative expense was primarily driven by an increase of $32.8 million in costs attributable to Shyft and an increase in other general administrative costs of $5.2 million due to additional costs incurred as a public company. This

Previous wording

Other operating expense increased by $0.3 million, or 602%, to $0.4 million in the three months ended June 30, 2025, from other operating expense of $0.1 million in the three months ended June 30, 2024. The increase in other operating expense was primarily driven byan increase of foreign exchange losses of $0.5 million, and the increase was partially offset by a decrease of $0.2 million in other operating expense.

Current wording

Other operating expense increased by $0.3 million, or 137%, to $0.6 million in thethree months ended September 30, 2025, from other operating expense of $0.3 millionin thethree months ended September 30, 2024. The increase in other operating expense was primarily driven by an increase of net foreign exchange losses of $0.1 million and an increase in other income net other expense of $0.2 million.

Previous wording

Other expense increased by $8.2 million to $7.8 million in the three months ended June 30, 2025, from other income of $0.4 million in the three months ended June 30, 2024. The increase in other expense was driven by an increase in net foreign exchange losses on financial positions of $2.5 million and an increase in other expenses of $5.9 million related to acquisition-related legal and professional fees incurred as part of our acquisition of Shyft.

Current wording

Other expense increased by $0.8 million to $2.5 millionin thethree months ended September 30, 2025, from other expense of $1.7 millionin thethree months ended September 30, 2024. The increase in other expense was driven by an increase in transaction related expense of $2.2 million partially offset by decreases in net foreign exchange losses on financial positions of $1.3 million.

Previous wording

Income tax benefit increased by $4.0 million, or 128%, to $0.9 million in the three months ended June 30, 2025, from income tax expenses of $3.1 million in the three months ended June 30, 2024. The decrease in income tax expense was primarily driven by a decrease in current income taxes of $5.6 million due to lower taxable income in the three months ended June 30, 2025. The increase was partially offset by a lowered deferred tax benefit of $1.5 million.

Current wording

Income tax benefit increased by $1.9 million, or 129%, to $0.4 million in thethree months ended September 30, 2025, from income tax expense of $1.5 millionin thethree months ended September 30, 2024. The increase in income tax benefit was primarily driven by a $0.8 million benefit attributable to Shyft and a decrease in current income taxes of $1.2 million due to lower taxable income in the three months ended September 30, 2025.

Previous wording

Results for Aebi Schmidt for the six months ended June 30, 2025, compared to results for the six months ended June 30, 2024.

Current wording

Results for Aebi Schmidt for thenine months ended September 30, 2025, compared to results for thenine months ended September 30, 2024.

Previous wording

Cost of products sold increased by $7.4 million, or 2%, to $416.8 million in the six months ended June 30, 2025, from $409.4 million in the six months ended June 30, 2024. The increase in cost of products sold was driven by an increase of $1.6 million in costs related to new business sales and an increase of $4.5 million in costs related to after sales. This was partially offset by a decrease of $2.0 million in under-absorption costs due to lower overhead costs during the six months ended June 30, 2025.

Current wording

Cost of products sold increased by $177.1 million, or 29%, to $794.0 million in thenine months ended September 30, 2025, from $616.9 millionin the six months ended June 30, 2024. The increase in cost of products sold was driven by $152.2 million in costs of products sold attributable to Shyft, an increase of $17.2 million in costs related to new business sales, and an increase of $6.7 million in costs related to after sales. This was partially offset by a decrease of $2.3 million due to lower overhead costs during the nine months ended September 30, 2025.

Previous wording

Selling, general and administrative expense increased by $5.8 million, or 10%, to $64.3 million in the six months ended June 30, 2025, from $58.5 million in the six months ended June 30, 2024. The increase in selling, general and administrative expense was driven by increases in finance expenses of $2.1 million, other general and administrative costs of $1.5 million and management costs of $1.1 million partially due to additional costs incurred as a public company. The increase was partially offset by a decrease in product management and purchasing costs of $0.4 million.

Current wording

costs incurred as a public company. This increase was partially offset by a decrease in other general and administrative costs of $3.8 million.

Previous wording

Other operating expense decreased by $0.2 million, or 31%, to $0.4 million in the six months ended June 30, 2025, from other operating expense of $0.6 million in the six months ended June 30, 2024. The decrease in other operating expense was driven by an increase of $0.2 million of other operating income and a decrease of $0.1 million in other operating expense due toan increase of foreign exchange losses and changes in the balances of other provisions.

Current wording

Other operating expense increased by $0.2 million, or 22%, to $1.0 millionin thenine months ended September 30, 2025, from other operating expense of $0.8 millionin thenine months ended September 30, 2024. The increase in other operating expense was driven by an increase of $0.4 million of other operating expense and partially offset by an increase of $0.2 million in other operating income.

Previous wording

Interest expense decreased by $1.7 million, or 10%, to $15.8 million in the six months ended June 30, 2025, from $17.6 million in the six months ended June 30, 2024. The decrease in interest expense was primarily driven by a decrease in interest of $4.4 million due to lower interest rates on our term loans and partially offset by an increase in costs paid for refinancing of $2.9 million.

Current wording

Interest expense increased by $3.7 million, or 14%, to $30.0 millionin thenine months ended September 30, 2025, from $26.3 millionin thenine months ended September 30, 2024. The increase in interest expense was primarily driven by costs paid for refinancing of $4.7 million, partially offset by a decrease in interest of $1.8 million.

Previous wording

Other expense increased by $15.0 million, or 692%, to $12.8 million in the six months ended June 30, 2025, from other income of $2.2 million in the six months ended June 30, 2024. The increase in other expense was driven by an increase in net foreign exchange losses on financial positions of $5.7 million and an increase in other expenses of $10.5 million related to acquisition-related legal and other professional fees incurred as part of our acquisition of Shyft. The increase in other expense was partially offset by an increase of other income of $0.9 million related to unusual and non-recurring transactions.

Current wording

Other expense increased by $15.8 million to $15.3 million in thenine months ended September 30, 2025, from other income of $0.4 million in thenine months ended September 30, 2024. The increase in other expense was driven primarily by an increase in other expense, net of other income, of $12.0 million, which included $10.5 million related to acquisition-related legal and other professional fees incurred as part of our acquisition of Shyft and an increase in net foreign exchange losses on financial positions of $4.4 million. This was partially offset by a decrease in other pension income, net of expense, of $0.5 million.

Previous wording

Income tax expense decreased by $7.2 million, or 101%, to a benefit of $0.1 million in the six months ended June 30, 2025, from an expense of $7.1 million in the six months ended June 30, 2024. The decrease in income tax expense was primarily driven by a decrease in current income taxes of $10.5 million due to lower taxable income. The increase was partially offset by a lower deferred tax benefit of $3.5 million.

Current wording

Income tax expense decreased by $9.2 million, or 106%, to a benefit of $0.5 million in thenine months ended September 30, 2025, from an expense of $8.7 millionin thenine months ended September 30, 2024. The decrease in income tax expense was primarily driven by a decrease in current income taxes of $10.0 million due to lower taxable income and a $0.8 million tax benefit attributable to Shyft. The increase was partially offset by a lower deferred tax benefit of $2.2 million.

Previous wording

Aebi Schmidt operates its business as two reportable segments: (i) North America and (ii) Europe including the Rest of the World. Both segments operate separately with limited cross-selling activities. The information below includes Sales and Adjusted EBITDA by reportable segment, consistent with information presented for financial reporting purposes in Note 12 – Segments to Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

Aebi Schmidt operates its business as two reportable segments: (i) North America and (ii) Europe including the Rest of the World. Both segments operate separately with limited cross-selling activities. The information below includes Sales and Adjusted EBITDA by reportable segment, consistent with information presented for financial reporting purposes in Note 11 to Aebi Schmidt’s unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

Adjusted EBITDA for Aebi Schmidt’s North America segment decreased by $1.3 million, or 3.4%, to $35.1 million for the six months ended June 30, 2025, from $36.3 million for the six months ended June 30, 2024. The decrease in Adjusted EBITDA was primarily driven by an increase in sales and administrative expenses of $3.8 million, which was offset by an increase in gross margin of $1.0 million and an increase of other items of $1.2 million.

Current wording

Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $21.9 million, or 177%, to $34.3 million for thethree months ended September 30, 2025, from $12.4 millionfor thethree months ended September 30, 2024. The increase in Adjusted EBITDA was primarily driven by the addition of $18.8 million in activity attributable to Shyft, along with an increase in segment gross margin of $1.0 million and a decrease in selling, general and administrative expenses, and an increase in income from for other segment items of $1.0 million.

Previous wording

Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, the Revolving Credit Facility and other debt issuances, and existing cash balances of $63.6 million as of June 30, 2025. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.

Current wording

Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, the Revolving Credit Facility and other debt issuances, and existing cash balances of $126.0 million as of September 30, 2025. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.

Previous wording

As of June 30, 2025, Aebi Schmidt had $297.1 million of net working capital (i.e., current assets minus current liabilities) compared to $281.5 million of net working capital as of June 30, 2024.

Current wording

As of September 30, 2025, Aebi Schmidt had $482.4 million of net working capital (i.e., current assets minus current liabilities) compared to $250.9 million of net working capitalas of December 31, 2024.

Previous wording

Net cash used in operating activities increased by $14.1 million, or 196%, to $21.2 million in the six months ended June 30, 2025, from $7.2 million in the six months ended June 30, 2024. The increase was primarily driven by a decrease in net income of $17.2 million, an increase of $16.6 million in inventory levels, and an increase of other assets and liabilities of $9.2 million. These increases were primarily offset by an increase in accounts payable of $23.4 million due to increased costs of productionand purchases of raw materials. The increase in net cash used in operating activities was partially offset by a decrease in accounts receivable of 5.7 million, adecrease in deferred taxes of $5.3 million, and an increase in contract liabilities of $1.7 million.

Current wording

Net cash used in operating activities increased by $39.4 million, or 266%, to $24.6 million in thenine months ended September 30, 2025, from cash provided by operating activities of $14.8 million in thenine months ended September 30, 2024. The increase in net cash used in operating activities was primarily driven by a decrease in net income of $20.3 million, an increase in collection of accounts receivable and contract assets of $43.0 million, an increase of $15.1 million in inventory levels, and an increase of other current liabilities and accrued expenses of $39.6 million. These increases were primarily offset by an increase in accounts payable of $46.7 million due to increased costs of production and purchases of raw materials, an increase in accrued compensation and related taxes of $17.1 million, and an increase in depreciation and amortization expense of $8.7 million.

Previous wording

Net cash used in investing activities decreased by $1.8 million, or 29%, to $4.5 million in the six months ended June 30, 2025, from $6.4 million in the six months ended June 30, 2024. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant, and equipment of $1.2 millionand an increase in proceeds from the sale of property, plant, and equipment of $0.6 million.

Current wording

Net cash provided by investing activities increased by $19.2 million, or 208%, to $9.9 million in thenine months ended September 30, 2025, from cash used in investing activities of $9.2 million in thenine months ended September 30, 2024. The increase was primarily driven by net cash of $19.9 million acquired in the acquisition of Shyft, partially offset by an increase in cash spent on purchases of property, plant and equipment of $1.2 million.

Previous wording

On March 10, 2025, Aebi Schmidt entered into a syndicated $600.0 million credit facilities agreement (“New Credit Facilities Agreement”) consisting of a multicurrency senior secured amortizing term loan facility in an aggregate principal amount of up to $350.0 million (Facility A) and a multicurrency senior secured revolving loan facility in an aggregate principal amount of up to $250.0 million (Revolving Facility). With the closing of the Merger on July 1, 2025, the New Credit Facilities Agreement became effective. As of June 30, 2025, fees paid in advance of $2.4 million have been deferred as prepaid expenses upon the issuance of debt.

Current wording

On March 10, 2025, the Company entered into a syndicated $600.0 million credit facilities agreement (“New Credit Facilities Agreement”) comprising:

Previous wording

In November 2021, Aebi Schmidt entered a syndicated loan agreement with various banks for financing acquisitions. The term loan is split into the following facilities:

Current wording

In November 2021, the Company entered a syndicated loan agreement with various banks for financing acquisitions. The term loan was split into the following facilities:

Previous wording

The interest rate is variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin. The average interest margin of Facility A and B was 2.134% and 2.200% for the three months ended June 30, 2025, and 2024, respectively, and 2.183% and 2.400% during the six months ended June 30, 2025, and 2024, respectively. The average interest rate margin for Facility C was 2.674% and 2.700% for three months ended June 30, 2025, and 2024, respectively, and 2.675% and 2.900% during the six months ended June 30, 2025, and 2024, respectively. Debt issuance costs of $1.4 million as of June 30, 2025, and $2.2 million as of December 31, 2024, are deferred and amortized based on the effective interest method. Aebi Schmidt is committed to fulfill certain financial covenants throughout the credit contract period. As of June 30, 2025, and December 31, 2024, Aebi Schmidt was in compliance with all covenants.

Current wording

The interest rate was variable defined based on EURIBOR (EUR) compounded with SOFR (USD) plus a given interest margin.

Previous wording

The aggregate of the Revolving Credit Facility Commitment is EUR 165.0 million ($193.4 million) which is primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility supports the broader financial needs of Aebi Schmidt, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with Aebi Schmidt’s strategic objectives.

Current wording

The aggregate of the Revolving Credit Facility Commitment of EUR165.0 million ($193.7 million) was primarily used for refinancing existing debt obligations, excluding those related to Facility A. In addition, the Revolving Credit Facility supported the broader financial needs of Aebi Schmidt, including general corporate purposes and working capital requirements, as well as funding permissible acquisitions aligned with Aebi Schmidt’s strategic objectives.

Previous wording

As of June 30, 2025, and December 31, 2024, there were subordinated shareholder loans totaling CHF 13.6 million (2025: $17.0 million, 2024: $15.0 million) and EUR 15.0 million (2025: $17.6 million, 2024: $15.6 million) from PCS Holding AG, as well as CHF 10.0 million (2025: $12.5 million, 2024: $11.0 million) and EUR 10.0 million (2025: $11.7 million 2024: $10.4 million) 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, 2025, and December 31, 2024, is solely due to foreign exchange rate fluctuations. These shareholder loans have been renewed and amended in connection with the New Credit Facilities Agreement and survived the Closing.

Current wording

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 September 30, 2025 and December 31, 2024, is solely due to foreign exchange rate fluctuations. These shareholder loans were renewed and amended in connection with the New Credit Facilities Agreement and survived the Closing.

Previous wording

Aebi Schmidt’s long-term warranty provisions amounting to $2.0 million and $0.8 million for the periods ended June 30, 2025 and 2024, respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.

Current wording

Aebi Schmidt’s long-term warranty provisions amounting to $2.1 million and $0.9 million for the periods ended September 30, 2025 and 2024, respectively, are included within other non-current liabilities on its Condensed Consolidated Balance Sheet.

Previous wording

The contingent liabilities include guarantees (“performance bonds”) amounting to $15.2 million and $13.2 million as of June 30, 2025, and December 31, 2024, respectively. Through the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if Aebi Schmidt does not fulfil its contractual obligations. If a performance bond is drawn, Aebi Schmidt 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, 2025, and 2024.

Current wording

The contingent liabilities include guarantees (“performance bonds”) amounting to$16.2 million and$13.2 million as of September 30, 2025 and December 31, 2024, respectively. Through the normal course of bidding for and executing certain projects, Aebi Schmidt has entered into bid/performance bonds and surety bonds (collectively “performance bonds”) with various financial institutions. Customers can draw on such performance bonds if Aebi Schmidt does not fulfil its contractual obligations. If a performance bond is drawn, Aebi Schmidt 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 nine months ended September 30, 2025 and 2024.

Previous wording

There have been no changes to our critical accounting policies during the six months ended June 30, 2025. Refer to our audited consolidated financial statements and footnotes included in our Form S-4 for a summary of our policies.

Current wording

There have been no changes to our critical accounting policies during thenine months ended September 30, 2025. Refer to the Registration Statement for a summary of our policies.