Aebi Schmidt Holding AG (AEBI) Business

Item 1. Business

Aebi Schmidt Holdings AG is a leading global manufacturer of specialty vehicles. We are headquartered in Switzerland and employ around 5,700 people. We operate in 17 countries through our own sales and service organizations, with more than 70 locations worldwide, including over a dozen production facilities and a dense network of upfitting and service centers. Through established partnerships with dealers, we are represented in more than 90 additional countries globally. Our core offerings include solutions and equipment for snow removal and de-icing, street and runway sweepers, truck and recreational vehicle (“RV”) chassis, as well as truck bodies and vehicle upfitting for a wide range of commercial fleets and vocations. Furthermore, we produce specialty vehicles and equipment for municipal and airport maintenance services as well as for the cultivation of steep and challenging terrain.

Brands

Our portfolio of product brands consists of Aebi, Schmidt, Monroe, Towmaster, MB, Utilimaster, Magnum, Strobes-R-Us, Swenson, Meyer, MB and Spartan RV Chassis – all well-established brands in their respective markets, some for more than 100 years.

•Aebi was founded in 1883 in Burgdorf, Switzerland, and is one of the world’s leading brands for vehicles that enable the safe mechanical cultivation and maintenance of extreme slopes and challenging terrain. In 1976, Aebi launched the first Terratrac slope tractor on the market, and remains a leader in its class. The current Aebi portfolio is supplemented by single-axle implement carriers and transporters with implement carrier functions which enable versatile and multifunctional bodies and attachments. This makes Aebi products attractive not only for agriculture, but also for the municipal sector.

•Schmidt was founded in 1920 in St. Blasien, Germany, and has shaped the technological development of winter maintenance equipment for over 100 years. In addition to plows, snow cutters, spreaders and sprayers, Schmidt has developed a wide range of sweeping machines since the 1960s.

•Monroe was founded in 1958 in Monroe, Wisconsin, and is an industry-leading truck equipment manufacturer, upfitter, and distributor with over 60 years of work truck expertise. Monroe has been part of Aebi Schmidt since December 2021. Monroe offers custom engineering, installation, manufacturing, and distribution of performance-driven municipal, commercial, and fleet vehicles.

•Towmaster joined Aebi Schmidt’s portfolio of brands in December 2021 as part of the Monroe acquisition. Over 40 years, Towmaster has built a reputation for high-quality heavy-duty industrial equipment and quality service and support.

•MB was founded in 1907 by three German craftsmen - the Meili brothers and Paul Blumberg - in a small workshop in New Holstein, Wisconsin where, along with other sites, MB is still located. MB is a leader in dedicated and multi-tasking airport equipment, offering snow removal products and a variety of attachments also for commercial and municipal use.

•Utilimaster was founded in 1973 and is a North American leader in walk-in van and truck body manufacturing and assembly, cargo van upfitter, and after-market service provider. With flagship models like the Aeromaster walk-in step-van and Velocity line of last mile vehicles, Utilimaster delivers quality driver ergonomics, route-optimizing storage, and proven uptime through its patented Work-Driven Design methodology. Since 2022, Blue Arc, our first all-electric brand, complemented the portfolio. Blue Arc is delivering commercial electric vehicles (“EVs”) for last-mile delivery. Featuring purpose-built Class 4 walk-in vans with up to 960 cubic feet of cargo space, Blue Arc integrates ergonomic cargo design, fleet telematics, and fast-charging capability.

•Magnum was established in 2010, and it enhances pickup trucks with quality, precision-crafted aluminum accessories. From its signature headache racks to bed rails and rear racks, Magnum products are known for easy installation, durable construction, and elevated truck style.

•Strobes-R-Us was founded in 1999 and is a trusted expert in emergency lighting and specialty vehicle upfits in the southeastern U.S. Featuring turn-key installs of light-emitting diode (LED) strobes, siren systems, and scene lights for fire, emergency medical services (EMS), and utility fleets, Strobes delivers high-visibility solutions engineered

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for reliability and code compliance. Strobes-R-Us’ value proposition includes wireless communications, vehicle tracking solutions and camera systems.

•Swenson was founded in 1937 and has remained faithful to Illinois throughout the years, manufacturing today in Lindenwood, Illinois. Swenson is a preferred brand partner for winter road maintenance, highway construction and repair, landscaping and hauling. Swenson introduced its first hydraulic spreader in 1962 and is a pioneer of “smart spreading,” having introduced the first concept of controlled spreading in 1967. Today, its offering includes truck and dump bodies, V-box and tailgate spreaders, hydraulic systems and liquid application systems.

•Meyer was founded in 1926 in Newburgh, New York, but later moved to Cleveland, Ohio. Meyer has decades of innovation that has contributed to the evolution of snowplows. In its early years, Meyer introduced the first hydraulic lift to the North American market and later it invented power angling, which enabled operators to move the plow blade left or right without having to leave the comfort of the cab. Today, Meyer is the first choice of many private truck owners and contractors when it comes to quality plows and winter equipment.

•Spartan RV Chassis was founded in 1975 and has been engineering elite diesel platforms that power the world's top Class A motorhomes. With industry-leading platforms like the K3-605 and features including adaptive cruise, and advanced safety, Spartan delivers a confident, quiet, and commanding ride.

Lines of Business.

We have five lines of business that reflect different markets: Airport & Chassis; Commercial Trucks; Goods Transport; Municipal; and Agriculture, as summarized below:

•Airport & Chassis: We combine these two markets into one business line, as both markets demand precision, reliability, and dependability at their core. Where uptime is critical, MB and Schmidt provide multi-tasking machines, sweepers, sprayers, snow blowers, plows, and brushes to keep airport operations running smoothly. Spartan RV Chassis are the first choice for many RV purchasers.

•Commercial Trucks: We leverage decades of experience in custom truck upfits for specialized applications. Our commercial truck brands include Monroe, Magnum and Strobes-R-Us. Their range combines diverse configurations, materials, and regional considerations, offering flexibility for any operational requirement.

•Goods Transport: Utilimaster and Towmaster build transport tools tailored to the customer’s specific operations. These brands’ expertise lies in creating durable, reliable fleet and trailer solutions backed by an extensive support and service network throughout the lifespan of vans and trucks. A vocation-based approach prioritizes functionality and efficiency over price.

•Municipal: Monroe and Schmidt help municipalities and contractors operate more safely, efficiently, and cost-effectively while reducing their environmental impact. Sweepers, plows, spreaders, snow blowers, municipal transporters, municipal work trucks, and pavement marking solutions have been designed based on tested and refined technology over decades, in environments ranging from narrow streets to highways worldwide.

•Agriculture: Aebi provides solutions that enable safe, efficient cultivation of steep or challenging terrain. With a history spanning more than 140 years, Aebi remains a trusted partner for mountain farming families and businesses alike. Our motor mowers, slope tractors, and multipurpose transporters are versatile, delivering power, performance, ease of use, safety, reliability, and durability.

The Shyft Acquisition

On July 1, 2025 (the “Acquisition Date”), we acquired 100% of the outstanding equity interests of The Shyft Group, Inc., a Michigan corporation (“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.

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 Merger, we expect 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 is expected to

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facilitate our growth plans, including strengthening our financial profile and delivering value for our shareholders by unlocking synergies between Aebi Schmidt and Shyft. Refer to “Note 15 - Business Combination” of the Notes to Consolidated Financial Statements in Item 8 appearing in this Annual Report for further information regarding the Merger.

Aebi Schmidt’s Business Segments

We identify our reportable segments based on our geographical presence as represented by our management structure. We have two reportable segments: (i) North America and (ii) Europe and the Rest of the World (“ROW”). Sales by segment for fiscal years 2025, 2024 and 2023 are as illustrated in the graph below. In 2025, Shyft was integrated into the North America segment with sales of approximately $378 million for the period from the Acquisition Date through December 31, 2025.

North America Business Segment

Aebi Schmidt North America 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.

•Airport & Chassis. MB and Schmidt provide equipment for airport runway maintenance, offering snow removal and de-icing solutions, multi-tasking machines, and runway sweepers. Spartan RV Chassis are also included in this line of business.

•Commercial Trucks. With a large variety of different value propositions, Monroe, Magnum, Strobes-R-Us and Meyer either build or upfit work trucks for commercial and municipal fleets and individual business owners.

•Goods Transport. Utilimaster designs and builds fleet solutions and offers a support and service network throughout the lifespan of vans and trucks. Our EV solutions are marketed under the Blue Arc brand. Towmaster equipment trailers are also included in this line.

•Municipal. Both Monroe and Swenson provide snow & ice control equipment and liquid anti-icing systems. Our Municipal line also include electric Sweepers from Schmidt, Pavement Marking Solutions from MB and ELP’s full range of snow removal equipment, dump bodies, interchangeable body system, and more.

Europe and the ROW Business Segment

In Europe and ROW, we offer a wide range of vehicles, equipment and services primarily across three of our five lines of business: Airport & Chassis, Municipal and Agriculture.

•Airport & Chassis. Airport maintenance teams have relied on Schmidt technology for decades. Our jet, compact and high-speed sweepers, sprayers and blowers support airport operations in both winter and summer. Almost all are equipped with advanced control systems, some of which allow automated or autonomous operations. Schmidt also offers hydraulic equipment and control systems for this line of business.

•Municipal. Schmidt combines a range of expertise across the many municipal requirements in both summer and winter. Schmidt launched its first sweeper in the 1960's and has since incorporated technologies like pre-wetted salt spreading from Nido, narrow-track multipurpose transporters from Ladog, Scandinavian plowing technologies

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and more from Arctic or Tellefsdal. A growing number of vehicles and solutions also come with full electric drive, supporting municipalities to meet their emission targets.

•Agriculture. Aebi provides solutions to cultivate steep or challenging terrain efficiently and safely. Aebi Slope Tractors, Transporter or Motor Mowers are used by mountain farming businesses, municipalities and contractors.

Seasonality

Our performance in the second half of the year typically outperforms the first half of the year due to the seasonal nature of public procurement, particularly in the winter business segment. Many municipalities and government agencies finalize their budgets and issue tenders for winter maintenance equipment and services in preparation for the colder months. This leads to an increase in orders for snowplows, spreaders, and related infrastructure as customers secure their supplies ahead of winter. Additionally, our after sales business benefits from higher activity levels throughout the winter seasons, further amplifying this seasonal pattern.

The demand for snow and ice removal equipment can be influenced by general economic conditions in the regions in which we operate, as well as local economic conditions in the regions where we sell those products, predominantly snow-belt regions in North America and Europe. In stronger economic conditions, our end-users may choose to replace or upgrade existing equipment before its useful life has ended, while in weak economic conditions, end-users may seek to extend the useful life of equipment, decreasing our sales of new equipment but increasing sales of parts and accessories. However, in many locations, snow and ice removal is a non-discretionary service necessary to ensure public safety and continued personal and commercial mobility in populated areas that receive snowfall, so end-users cannot extend the useful life of snow and ice removal equipment indefinitely, and must replace equipment that has become too worn, unsafe or unreliable, regardless of economic conditions.

Competition

The principal methods we use to build competitive advantages include custom design capability, high product quality, superior customer service and quick delivery. We employ a solutions-based approach to offer specialized products tailored to customer needs across the spectrum of products. We compete with companies that manufacture for similar markets, including some divisions of large, diversified organizations that have total sales and financial resources exceeding ours.

We face competition in both the European and North American markets. In the airport sector, European competitors include Boschung, Overaasen, and Dammann, while in North America, companies like Fresia and Larue provide similar runway clearing solutions. For winter maintenance, European companies such as Bucher Municipal, Kupper-Weissert, and Rasco offer a range of products, while in the U.S., competitors like Douglas Dynamics, Henderson, SnowEx and Western have significant market share in the winter road maintenance segment. In the summer maintenance sector, European competition includes Fayat, Bucher Municipal, and Hako. In the agriculture segment, Reform and Lindner compete against Aebi Schmidt’s offerings in Europe. Meanwhile, in the specialty vehicles sector, U.S.-based competitors include Knapheide, Morgan Olsen and Reading Trucks, provide comparable truck equipment solutions.

Supplier Network and Procurement Strategy

We procure goods and services from a broad range of suppliers worldwide. In 2025, our supply chain stabilized and contributed to sustainable cost reductions, including post-merger synergies. Although uncertainties in sectors such as automotive, construction machinery, and agricultural technology caused selective supply disruptions, these did not result in significant production interruptions, as we implemented mitigation measures such as contractual agreements and alternative sourcing solutions.

We maintain long-term, mutually beneficial relationships with our suppliers to drive innovation, ensure high quality, reduce lead times, and optimize ramp-up processes for new vehicle introductions while lowering total costs. As appropriate, we strategically consolidate suppliers and enter into long-term agreements to secure pricing advantages and appropriate levels of quality and reliability.

The supplier base includes companies of all sizes and industries, delivering key product groups such as aluminum, steel, stainless steel, welded assemblies, motors, hydraulics, electronic components, and specialized finishing work. We generally adopt a balanced sourcing strategy. Suppliers for North American manufacturing are predominantly based in North America, while suppliers for European manufacturing are predominantly based in Europe. Global suppliers are used where required to ensure business continuity and meet customer needs.

Aluminum and stainless steel represent the largest commodities we use in production and are predominantly purchased under forecast-based and price-lock agreements, alongside other key materials such as lumber, plastics, and steel. Certain

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components rely on single-source suppliers; associated risks are mitigated through contracts, supplier qualification processes, inspections, assistance programs, and ongoing performance monitoring.

Inventories are maintained primarily to support production and shipping schedules. We procure a limited number of chassis for airport equipment assembly in Europe, while the vast majority of vehicles we upfit are provided as third-party chassis by customers or original equipment manufacturers (“OEMs”) under bailment pool arrangements.

Incoming freight is managed through strategic logistics partners, enabling consolidated shipments to production sites and reducing total freight costs.

Research & Development

Our success depends on our ability to innovate and add new products and features ahead of changing market demands and new regulatory requirements. Thus, we emphasize research and development and commit resources to develop and adapt new products and production techniques. We spent approximately $27 million, $20 million and $17 million in 2025, 2024 and 2023, respectively, on research and development.

Product Warranties

We provide limited warranties against assembly and construction defects. These warranties generally provide for the replacement or repair of defective parts or workmanship for specified periods, ranging from one year to ten years, following the date of sale. With validation testing, predictive analysis tools and engineering and design standards, we strive continuously strive to improve product quality and durability and reduce our exposure to warranty claims. The end users may also receive limited warranties from suppliers of components that are incorporated into our chassis and vehicles.

Patents, Trademarks and Licenses

We have 53 patents in the United States, six patents in Canada and 20 patents in Europe. They include rights to the design and structure of snow and ice equipment (snowplows, spreaders), truck bodies and sweepers, certain peripheral equipment as well as their control and installation. We also have 23 pending patent applications. The existing patents will expire on various dates from 2025 through 2044 and utility patents are subject to payment of required maintenance fees.

We have more than 60 trademark rights, including protection for all of our product brands. The protection is mostly international, in individual cases national and/or with national restrictions of the scope of protection. The trademark rights are renewable under applicable laws, subject to payment of required fees and the filing of affidavits of use.

Our trademarks are valuable assets to both of our business segments. We are not aware of any infringing uses or any prior claims of ownership of our trademarks that could materially affect our business. Our policy is to pursue registration of our primary marks whenever possible and to vigorously defend our patents, trademarks and other proprietary marks against infringement or other threats to the extent practicable under applicable laws.

Human Capital Management

As of December 31, 2025, we employed approximately 5,700 employees and contractors. Approximately 5% of our total workforce consists of contractors, including all personnel at our Saltillo, Mexico operation. Our production processes leverage a combination of skilled tradespeople and high-touch assemblers working in body, electrical, mechanical, paint, and assembly operations. We strive to create a workplace of choice to attract, retain, and develop top talent to achieve our vision and deliver shareholder results.

As a globally active company operating in various countries, competent and satisfied employees are crucial to our long-term success. We offer an attractive working environment with country-specific benefits, and are committed to equal treatment. The health of our staff and workplace safety are top priorities. We believe our compensation packages provide the appropriate incentives to attract, retain and motivate our employees. We provide base pay that is competitive and aligns with employee positions, skill levels, experience and geographic location. In addition to base pay, we seek to reward employees with incentive awards, recognition programs, educational opportunities, paid time off, and equity awards for employees in certain roles.

Collaboration is one of our six key corporate values, and we incorporate flexibility and openness towards the different cultural and job-specific backgrounds of our employees. Open and honest interaction encourages employees to become actively involved in the company. We have implemented norms and standards to create a standardized framework for employees at all our locations. We regularly update employees by various means of internal corporate communication,

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such as newsletters, intranet, CEO messages, roadshows, management calls and global townhalls. Finally, we account for employee needs when designing workplaces.

Customers

Our customers include local authorities and businesses in the public sector and various other sectors, including agricultural businesses, airports, the defense industry, specialty vehicles dealers, fleet, service and industrial companies. As a manufacturer of machinery and equipment, but increasingly also as a service provider, we are driven by the diverse wishes and needs of our customers. To be close to the market and our customers, we are represented directly in 17 countries with our own sales and service organization and in over 90 other countries via established sales partners.

We are a global leader in intelligent solutions for customers who care for clean and safe infrastructure and cultivate challenging grounds. Our unique range of products includes our vehicles, as well as innovative attachable and demountable devices for individual vehicle equipment. We tailor our support and service program to customer needs. With our competitive range of products, we strive for total solutions that will provide an economic, safe and traceable treatment. Our ultimate mission is to improve the performance of our customers. We believe that this focus has allowed us to build strong customer relationships and continue to develop new customers and markets. See related risk factors in the section of this Annual Report entitled “Risk Factors – Risks Relating to Our Company and Business.”

Sales to customers outside the United States were $592 million, $536 million and $515 million for the fiscal years ended December 31, 2025, 2024 and 2023, respectively, or 39%, 49% and 51%, respectively, of sales for those years. Substantially all our long-lived assets are located in the United States.

In 2025 and 2024, the top 10 customers in North America represented 18% and 13% of net sales, respectively, while in Europe, they accounted for approximately 17% and 14%, respectively. No single customer or small group of customers is responsible for a disproportionate share of our sales.

Website and Filings

We maintain a website address at www.aebi-schmidt.com that includes additional information about the Company. Our website and any reports or other information we make available through our website are not part of or incorporated by reference into this Annual Report. We make available through our website, free of charge, our filings with the SEC, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and our interactive data files, including amendments. These filings are available as soon as reasonably practicable after we have filed them with, or furnished them electronically to, the SEC, and are also available at www.sec.gov.

Information About Aebi Schmidt’s Executive Officers

Our executive officers, their business experience and their ages as of February 28, 2026, are as follows:

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