aebi-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-42663

Aebi Schmidt Holding AG

(Exact name of registrant as specified in its charter)


Switzerland						Not Applicable
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
Schulstrasse 4 CH-8500 Frauenfeld, Switzerland (Address of Principal Executive Offices)						8500 (Zip Code)

+41 44-308-5800

(Registrant's telephone number, including

area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s):	Name of each exchange on which registered
Common Stock	AEBI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class			Outstanding as of May 8, 2026
Common Stock			77,506,125 shares

Index

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains some statements that are not historical facts. These statements are called “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve important known and unknown risks, uncertainties and other factors and generally can be identified by phrases using “estimate,” “anticipate,” “believe,” “project,” “expect,” “intend,” “predict,” “potential,” “future,” “may,” “will,” “should” or similar expressions or words. Aebi Schmidt Holding AG’s (“Aebi Schmidt,” the “Company,” “we,” “us” or “our”) future results, performance or achievements may differ materially from the results, performance or achievements discussed in the forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such 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 described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as risk factors that we have discussed in previous public reports and other documents filed with the Securities and Exchange Commission (the “SEC”). Such risk factors include the primary risks our management believes could materially affect the potential results described by forward-looking statements contained in this Quarterly Report. However, these risks may not be the only risks we face. Our business, operations and financial performance could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. In addition, new risk factors may emerge from time to time that may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, although we believe that the forward-looking statements contained in this Quarterly Report are reasonable, we cannot provide you with any guarantee that the results described in those forward-looking statements will be achieved. All forward-looking statements in this Quarterly Report are expressly qualified in their entirety by the cautionary statements contained in this section, and investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date this Quarterly Report is filed with the SEC, except as required by applicable law.

Index

INDEX

PART I—FINANCIAL INFORMATION


Item 1.	Financial Statements.	3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)		3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)		4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)		5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)		6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)		7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		8
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION		8
NOTE 2 – REVENUE		10
NOTE 3 – INVENTORIES		11
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT		12
NOTE 5 – LEASES		12
NOTE 6 – INCOME TAXES		13
NOTE 7 – COMMITMENTS AND CONTINGENT LIABILITIES		14
NOTE 8 – DEFINED BENEFIT PENSION PLANS		14
NOTE 9 – DEBT		15
NOTE 10 – ACCUMULATED OTHER COMPREHENSIVE INCOME		16
NOTE 11 – EARNINGS PER SHARE		16
NOTE 12 – BUSINESS COMBINATION		17
NOTE 13 – SEGMENTS		20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	33
Item 4.	Controls and Procedures	33

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
Signatures		37

Index

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share data)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	115,886	$	98,512
Accounts receivable, less allowance for credit losses of $248 and $505	271,241		310,755
Contract assets	81,430		82,342
Inventories	379,186		346,423
Prepaid expense and other current assets	42,553		39,698
Total current assets	890,296		877,730
Property, plant and equipment, net	162,626		167,899
Goodwill	403,681		403,147
Intangible assets, net	326,532		334,726
Deferred tax assets	5,733		5,910
Right of use assets operating leases	166,166		167,162
Other assets	52,081		51,705
TOTAL ASSETS	$	2,007,115	$	2,008,279

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	201,927	$	234,642
Accrued warranty	17,148		17,669
Accrued compensation and related taxes	32,900		36,957
Contract liabilities	24,222		19,856
Operating lease liabilities	18,318		18,856
Other current liabilities and accrued expenses	86,010		86,366
Current portion of long-term debt	67,911		46,908
Total current liabilities	448,436		461,254
Other non-current liabilities	14,822		15,308
Long-term operating lease liabilities	144,839		144,401
Long-term debt, less current portion	502,745		488,949
Long-term loans from shareholders	58,213		59,101
Deferred tax liabilities	23,367		24,315
Total liabilities	1,192,422		1,193,328
Commitments and contingent liabilities
Shareholders' Equity:
Common stock, $1.00 par value: 79,300,000 and 79,300,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; and 77,157,983 and 76,998,754 shares outstanding as of March 31, 2026 and December 31, 2025, respectively.	77,158		76,999
Additional paid-in capital	652,736		652,425
Treasury shares, at cost	(257)		(257)
Retained earnings	56,300		57,551
Accumulated other comprehensive income	28,730		28,183
Total Shareholders’ equity attributable to Aebi Schmidt Holding AG	814,667		814,901
Non-controlling interest	26		50
Total Shareholders' equity	814,693		814,951
TOTAL LIABILITIES AND EQUITY	$	2,007,115	$	2,008,279

See accompanying Notes to Condensed Consolidated Financial Statements

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

Page 3 of 39

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AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share data)


	Three Months Ended March 31,
	2026		2025
Sales	$	455,545	$	249,186
Cost of products sold	(368,156)		(195,880)
Gross profit	87,389		53,306

Operating expenses:
Research and development	(6,701)		(4,627)
Selling, general and administrative	(58,547)		(30,724)
Amortization of purchased intangibles	(8,052)		(3,574)
Other operating income	1,279		13
Total operating expenses	(72,021)		(38,912)

Operating income	15,368		14,394

Other income (expense):
Interest expense	(11,350)		(6,503)
Other income (expense)	(2,859)		(5,042)
Total other expense	(14,209)		(11,545)

Income before income taxes	1,159		2,849
Income tax (expense) benefit	(488)		(787)
Net income	671		2,062
Less: Net income (loss) attributable to non-controlling interest	(24)		(13)

Net income attributable to Aebi Schmidt Holding AG	$	695	$	2,075

Earnings per share
Basic earnings per share	$	0.01	$	0.05
Diluted earnings per share	$	0.01	$	0.05

Basic weighted average common shares outstanding	77,106		40,352
Diluted weighted average common shares outstanding	77,406		40,352

See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

Page 4 of 39

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AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2026		2025
Net income	$	671	$	2,062

Other comprehensive income:
Foreign currency translation adjustments	732		181
Pension benefit (loss), net of tax	(185)		3,986
Other comprehensive income (loss), net of tax	547		4,167

Comprehensive income	1,218		6,229
Less: Comprehensive income (loss) attributable to non-controlling interests	(24)		(13)
Comprehensive income attributable to Aebi Schmidt Holding AG	$	1,242	$	6,242

See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

Page 5 of 39

Index

AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

(In thousands, except share data)


	Number of shares	Common stock		Additional Paid-in Capital		Treasury shares		Retained earnings		Accumulated Other Comprehensive Income		Total Shareholders’ equity		Non- controlling interest		Total equity
Balance at January 1, 2026	76,998,754	$	76,999	$	652,425	$	(257)	$	57,551	28,183		$	814,901	$	50	$	814,951
Translation adjustments in the reporting period										732		732				732
Pension loss										(185)		(185)				(185)
Net income (loss)								695				695		(24)		671
Stock based compensation expense for 2025 Retention awards, net of cancellations				239								239				239
Issuance of common stock for Aebi Schmidt RSAs and RSUs, net of tax and cancellations	159,229	159		72								231				231
Dividends declared ($0.025 per share)								(1,946)				(1,946)				(1,946)
Balance at March 31, 2026	77,157,983	$	77,158	$	652,736	$	(257)	$	56,300	$	28,730	$	814,667	$	26	$	814,693


	Number of shares	Common stock		Additional Paid-in Capital		Treasury shares		Retained earnings		Accumulated Other Comprehensive Income		Total Shareholders’ equity		Non- controlling interest		Total equity
Balance at January 1, 2025	40,351,680	$	40,352	$	232,281	$	(257)	$	61,247	31,469		$	365,092	$	83	$	365,175
Translation adjustments in the reporting period										181		181				181
Pension benefit										3,986		3,986				3,986
Net income (loss)								2,075				2,075		(13)		2,062
Balance at March 31, 2025	40,351,680	$	40,352	$	232,281	$	(257)	$	63,322	$	35,636	$	371,334	$	70	$	371,404

See accompanying Notes to Condensed Consolidated Financial Statements.

(Reflects the retrospective application of the 1-for-7.5 forward stock split effective July 1, 2025, see Note 1 - Nature of Operations and Basis of Presentation)

Page 6 of 39

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AEBI SCHMIDT HOLDING AG AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	671	$	2,062
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,803		6,625
Non-cash stock based compensation expense	1,003		—
Foreign exchange (gains) losses on debt	300		982
Non-cash financing costs	457		—

Deferred taxes	2,355		1,411
Pension	(119)		(351)
Other, net	(9)		400

Changes in operating assets and liabilities:
Accounts receivable and contract assets	38,445		3,793
Inventories	(35,777)		(23,384)
Accounts payable	(32,060)		(2,465)
Contract liabilities	4,641		(1,276)

SEC Form 10-Q filed by Aebi Schmidt Holding AG