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 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.

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, and the related notes thereto, 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 section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

Previous wording

On July 1, 2025 (“Acquisition Date”), Aebi Schmidt (“Acquirer”) acquired 100% of the outstanding equity interests of Shyft (“Acquiree”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”). The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance the Company's product offerings in specialty vehicle solutions, develop the Company’s market share in North America, as well as to leverage Shyft's innovative design and manufacturing capabilities.

Current wording

On July 1, 2025, Aebi Schmidt acquired 100% of the outstanding equity interests of The Shyft Group, Inc. (“Shyft”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”). The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance our product offerings in specialty vehicle solutions, develop our market share in North America, and to leverage Shyft's innovative design and manufacturing capabilities.

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 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.

Current wording

Aebi Schmidt operates in two reportable segments, which consist of (i) North America and (ii) Europe and the Rest of the World (“ROW”). Operating results for thethree months ended March 31, 2026 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2026.

Previous 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.

Current wording

Aebi Schmidt North America segment offers a wide range of vehicles, equipment, and services primarily across four of our five lines of business: Airport & Chassis, Commercial Trucks, Goods Transport, and Municipal. 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. The Merger with Shyft in July 2025 allowed Aebi Schmidt to penetrate additional markets and product lines, as well as combine Aebi Schmidt’s commercial business with Shyft’s fleet and commercial business, optimizing Aebi Schmidt’s purchasing and production capacity.

Previous wording

Aebi Schmidt reviews the following key performance indicators on a regular basis in order to evaluate the financial and operating performance of its business, identify trends affecting its performance, prepare financial projections, and make strategic decisions. Aebi Schmidt’s key performance indicators are not based on any standardized industry methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, Aebi Schmidt’s key metrics may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology. The numbers that Aebi Schmidt uses to calculate its key performance indicators are based on internal data. While these numbers are based on what Aebi Schmidt believes to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement. Increases or decreases in Aebi Schmidt’s key performance indicators may not correspond with increases or decreases in its revenue. Aebi Schmidt regularly reviews and may adjust its processes for calculating its internal metrics to improve their accuracy. In addition to the key performance indicators summarized below, Aebi Schmidt also evaluates certain non-GAAP financial measures (i.e. Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

Current wording

methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, Aebi Schmidt’s key metrics may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology. The numbers that Aebi Schmidt uses to calculate its key performance indicators are based on internal data. While these numbers are based on what Aebi Schmidt believes to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement. Increases or decreases in Aebi Schmidt’s key performance indicators may not correspond with increases or decreases in its revenue. Aebi Schmidt regularly reviews and may adjust its processes for calculating its internal metrics to improve their accuracy. In addition to the key performance indicators summarized below, Aebi Schmidt also evaluates certain non-GAAP financial measures (i.e., Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

Previous 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.

Current wording

The following table presents a summary of Aebi Schmidt’s key performance indicators for thethree months ended March 31, 2026 and March 31, 2025.

Previous wording

Sales increased by $208.9 million, or 80%, to $471.3 millionin thethree months ended September 30, 2025, from $262.5 millionin thethree months ended September 30, 2024. The increase in sales was primarily driven by sales attributed to Shyft of $186.4 million, an increase in new business sales of $17.7 million, and an increase in after sales of $4.7 million.

Current wording

Sales increased by $206.3 million, or 83%, to $455.5 millionin thethree months ended March 31, 2026, from $249.2 millionin thethree months ended March 31, 2025. The increase in sales was primarily driven by sales attributed to Shyft of $186.3 million, an increase in new business sales of $10.1 million, and an increase in after sales of $9.9 million.

Previous 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.

Current wording

Cost of products sold increased by $172.3 million, or 88%, to $368.2 millionin thethree months ended March 31, 2026, from $195.9 million in thethree months ended March 31, 2025. The increase in cost of products sold was primarily driven by $156.8 million in costs attributable to Shyft, an increase of $9.7 million in costs related to new business sales, and an increase of $5.7 million in costs related to after sales.

Previous 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.

Current wording

Research and development expense increased by $2.1 million, or 45%, to $6.7 million in thethree months ended March 31, 2026, from $4.6 millionin thethree months ended March 31, 2025 primarily driven by an increase of $1.0 million in activity attributable to Shyft and the development of product solutions.

Previous wording

Amortization of purchased intangibles increased by $4.5 million, or 127%, to $8.0 million in thethree months ended September 30, 2025, from $3.5 millionin thethree months ended September 30, 2024. The increase is primarily attributable to amortization of $4.4 million related to the intangible assets acquired as part of the Merger with Shyft.

Current wording

Amortization of purchased intangibles increased by $4.5 million, or 125%, to $8.1 million in thethree months ended March 31, 2026, from $3.6 millionin thethree months ended March 31, 2025. The increase is primarily attributable to amortization of $4.5 million related to the intangible assets acquired as part of the Merger with Shyft.

Previous 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.

Current wording

Other operating income increased by $1.3 million to $1.3 million in thethree months ended March 31, 2026, from other operating income of $0.0 millionin thethree months ended March 31, 2025. The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $1.0 million and an increase in other income net of other expense of $0.3 million.

Previous wording

Interest expense increased by $5.5 million, or 63%, to $14.2 million in thethree months ended September 30, 2025, from $8.7 millionin thethree months ended September 30, 2024. The increase in interest expense was primarily driven by the incurrence of $1.8 million in costs related to the refinancing, an increase in interest of $3.0 million and $0.9 million in interest expense attributable to Shyft.

Current wording

Interest expense increased by $4.9 million, or 75%, to $11.4 million in thethree months ended March 31, 2026, from $6.5 millionin thethree months ended March 31, 2025. The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $3.6 million, the incurrence of $0.5 million in costs related to the debt refinancing in connection with the Merger, and an increase in interest expense attributable to Shyft of $0.8 million.

Previous 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.

Current wording

Other expense decreased by $2.1 million to $2.9 millionin thethree months ended March 31, 2026, from other expense of $5.0 millionin thethree months ended March 31, 2025. The decrease in other expense was primarily driven by a decrease in transaction related expenseof $4.6 million and decreases in net foreign exchange losses on financial positions of $0.7 million, partially offset by the incurrence of integration costs of $2.0 million and costs of legal proceedings and settlements of $1.4 million.

Previous 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.

Current wording

Income tax expense decreased by $0.3 million, or 38%, to $0.5 million in thethree months ended March 31, 2026, from income tax expense of $0.8 millionin thethree months ended March 31, 2025. The decrease in income tax expense was primarily driven by lower taxable income in the three months ended March 31, 2026.

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 11 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 and ROW. 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 13 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 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.

Current wording

Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $7.3 million, or 38.5%, to $26.4 million for thethree months ended March 31, 2026, from $19.0 millionfor thethree months ended March 31, 2025. The increase in Adjusted EBITDA was primarily driven by the addition of $10.6 million in activity attributable to Shyft, along with an increase in segment gross margin of $1.4 million, partially offset by an increase in selling, general and administrative expenses of $4.5 million, and a decrease in other segment items of $0.2 million.

Previous wording

Adjusted EBITDA for Aebi Schmidt’s Europe and the Rest of the World segment decreased by $1.3 million, or 14%, to $7.9 million in thethree months ended September 30, 2025, from $9.1 millionin thethree months ended September 30, 2024. The decrease in Adjusted EBITDA was driven by an increase in expenses related to other segment items of $6.8 million and increase in research and development expense of $0.9 million, partially offset by an increase in segment gross margin of $4.1 million and a decrease in selling, general and administrative expenses of $2.4 million.

Current wording

Adjusted EBITDA for Aebi Schmidt’s Europe and ROW segment increased by $4.5 million, or 201.4%, to $6.8 million in thethree months ended March 31, 2026, from $2.2 millionin thethree months ended March 31, 2025. The increase in Adjusted EBITDA was driven by an increase in segment gross margin of $3.2 million and an increase in other segment items of $3.4 million, partially offset by an increase in research and development expense of $1.0 million and an increase in selling, general and administrative expenses of $1.0 million.

Previous wording

Aebi Schmidt defines Adjusted EBITDA 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, bargain purchase gains on acquisitions, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.

Current wording

Aebi Schmidt defines Adjusted EBITDA 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, bargain purchase gains on acquisitions, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service cost related pension expenses, legacy legal matters, sales executive transition costs, changes in provisions for contingencies, and other non-recurring items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.

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 $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.

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, its revolving credit facility (the “Revolving Credit Facility”) and other debt issuances, and existing cash balances of $115.9 million as of March 31, 2026. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.

Previous 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.

Current wording

As of March 31, 2026, Aebi Schmidt had $441.9 million of net working capital (i.e., current assets minus current liabilities) compared to $416.5 million of net working capitalas of December 31, 2025.

Previous wording

Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.

Current wording

Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report and the foreseeable future thereafter, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.

Previous wording

Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Consolidated Statements of Cash Flows are summarized in the following table:

Current wording

Aebi Schmidt’s cash flows from operating, investing and financing activities, as reflected in the Aebi Schmidt Condensed Consolidated Statements of Cash Flows are summarized in the following table:

Previous 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.

Current wording

Net cash used in operating activities decreased by $8.8 million, or 33%, to $17.7 million in thethree months ended March 31, 2026, from cash used in operating activities of $26.6 million in thethree months ended March 31, 2025. The decrease in net cash used in operating activities was primarily driven by a decrease in net income of $1.4 million, an increase of $12.4 million in inventory levels, a decrease in accounts payable of $29.6 million due to efficient liquidity management while increasing purchases of raw materials, a decrease in income tax payable and receivable of $1.6 million and a decrease in accrued compensation and related taxes of $3.2 million. These decreases were primarily offset by an increase in collection of accounts receivable and contract assets of $34.7 million, an increase in depreciation and amortization expense of $7.2 million, an increase in other assets and liabilities of $7.7 million, an increase in contract liabilities of $5.9 million, and an increase in deferred taxes of $0.9 million.

Previous 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.

Current wording

Net cash used in investing activities decreased by $2.0 million, or 66%, to $1.1 million in thethree months ended March 31, 2026, from cash used in investing activities of $3.1 million in thethree months ended March 31, 2025. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant and equipment of $1.2 million and an increase on proceeds from sale of property, plant and equipment of $0.9 million.

Previous wording

Net cash provided by financing activities increased by $74.0 million to $77.7 million in thenine months ended September 30, 2025, from $3.7 million in thenine months ended September 30, 2024. The increase was driven by an increase of proceeds, net of payments, of $82.4 million from long-term debt and a decrease in deferred payments made related to historical transactions of $2.3 million. The increase was partially offset by an increase in dividend payments of $8.4 million and the exercise and vesting of stock incentive awards of $2.0 million.

Current wording

Net cash provided by financing activities increased by $25.4 million, or 222%, to $36.8 million in thethree months ended March 31, 2026, from $11.4 million in thethree months ended March 31, 2025. The increase was primarily driven by an increase of proceeds, net of payments, of $23.9 million from long-term debt and a decrease in deferred payments made related to historical transactions of $4.8 million. The increase was partially offset by an increase in dividend payments of $2.0 million and the exercise and vesting of stock incentive awards of $1.2 million.

Previous wording

Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $350.0 million. The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended September 30, 2025 was 6.719%.

Current wording

Facility A is a multicurrency senior secured amortizing term loan facility with a total commitment amount of $350.0 million. The interest rate is variable defined based on the applicable reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.307%.

Previous wording

The New Credit Facilities Agreement requires the Company to maintain certain financial ratios (covenants); prohibits it from incurring additional indebtedness; limits certain acquisitions, investments, advances or loans; and restricts substantial asset sales, all subject to certain exceptions and baskets. The Company was in compliance with all covenants as of September 30, 2025.

Current wording

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, 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 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Previous wording

The Revolving Facility is a multicurrency senior secured revolving loan facility with a total commitment amount of up to $250.0 million. The interest rate is variable and based on the applicable a reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended September 30, 2025 was 6.574%.

Current wording

The New Credit Facilities Agreement also provides for the Revolving Facility, which is a multicurrency senior secured revolving loan facility with a total commitment amount of up to $250.0 million. The interest rate is variable and based on the applicable a reference rate (SOFR, SARON, EURIBOR), plus a margin determined by the Company’s leverage ratio. The average interest rate for the three months ended March 31, 2026 was 6.253%.

Previous wording

The New Credit Facilities Agreement requires the Company to maintain certain financial ratios (covenants); prohibits it from incurring additional indebtedness; limits certain acquisitions, investments, advances or loans; and restricts substantial asset sales, all subject to certain exceptions and baskets. The Company is subject to financial covenants under the credit agreement and was in compliance with all covenants as of September 30, 2025.

Current wording

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 3.75x. The Company was in compliance with all covenants as of March 31, 2026 and December 31, 2025.

Previous wording

As of September 30, 2025, and December 31, 2024, there were subordinated shareholder loans totaling CHF13.6 million (2025:$17.0 million, 2024:$15.0 million) and EUR15.0 million (2025:$17.6 million, 2024:$15.6 million) from PCS Holding AG, as well as CHF10.0 million (2025:$12.5 million, 2024:$11.0 million) and EUR10.0 million (2025:$11.7 million, 2024:$10.4 million) from Gebuka AG.

Current wording

As of March 31, 2026 and December 31, 2025, there were subordinated shareholder loans totaling CHF13.6 million (2026:$17.0 million, 2025:$17.1 million) and EUR15.0 million (2026:$17.2 million,2025:$17.6 million) from PCS Holding AG, as well as CHF10.0 million (2026:$12.5 million, 2025:$12.6 million) and EUR10.0 million (2026:$11.5 million, 2025:$11.8 million) from Gebuka AG.

Previous 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.

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 March 31, 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.

Previous wording

Changes in Aebi Schmidt’s warranty liability during the periods ended September 30, 2025, and 2024 were as follows:

Current wording

Changes in Aebi Schmidt’s warranty liability during the three-month periods ended March 31, 2026 and 2025 were as follows:

Previous 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.

Current wording

Aebi Schmidt’s long-term warranty provisions amounting to $2.6 million and $1.8 million for the three-month periods ended March 31, 2026 and 2025, 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$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.

Current wording

The contingent liabilities include guarantees amounting to$19.2 million and$20.2 million as of March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026 and 2025.

Previous 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.

Current wording

There have been no changes to our critical accounting policies during thethree months ended March 31, 2026. Refer to the Company's Form 10-K for a summary of our policies.