UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026
_______________________________
AEBI SCHMIDT HOLDING AG
(Exact name of registrant as specified in its charter)
_______________________________
| Switzerland | 001-42663 | Not Applicable |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Schulstrasse 4
Frauenfeld, Switzerland CH-8500
(Address of Principal Executive Offices) (Zip Code)
+41 44-308-5800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
On May 14, 2026, Aebi Schmidt Holding AG (“Aebi Schmidt”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 14, 2026 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Aebi Schmidt Holding AG has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEBI SCHMIDT HOLDING AG | ||
| Date: May 14, 2026 | By: | /s/ Barend Fruithof |
| Name: | Barend Fruithof | |
| Title: | Group CEO | |
| Date: May 14, 2026 | By: | /s/ Marco Portmann |
| Name: | Marco Portmann | |
| Title: | Group CFO | |
EXHIBIT 99.1
Aebi Schmidt Group reports 9% growth in Order Intake, continued increase in Order Backlog of 23%, strong underlying growth and profitability, and confirms full-year 2026 guidance
FRAUENFELD, Switzerland, May 14, 2026 (GLOBE NEWSWIRE) -- Aebi Schmidt Group (NASDAQ: AEBI) (“Aebi Schmidt”, the “Group”, or the “Company”), a world-class specialty vehicles leader, reports strong order momentum and increased adjusted EBITDA.
“Aebi Schmidt Group delivered a strong start to 2026, with meaningful order growth and improved profitability compared to last year2," said Barend Fruithof, Group CEO of Aebi Schmidt. "Our order intake is up 9% vs Q1 2025 and we are performing as expected."
First Quarter2 2026 Financial Results
“The Group experienced strong order momentum in the first quarter, driven by Airport and Municipal,” commented Marco Portmann, Group CFO. “We expect revenue conversion, especially in Walk-in-Vans, to accelerate beginning in the second quarter, with quarterly revenue increasing sequentially in 2026, and a significantly stronger second half of the year.”
“We continue to drive improvements in our Net Working Capital through more efficient processes and improved capital allocation,” said Marco Portmann. “The inventory increase in Q1 2026 vs year-end 2025 is part of our normal seasonality, and we continue to work toward our leverage target of 2.0x by year-end 2026.”
First Quarter 2026 Earnings Call
The Company will host an earnings conference call and webcast today at 8:30am Eastern Time. Investors and analysts can access the conference call and webcast, including conference call materials, at https://www.aebi-schmidt.com/investors, or directly through:
| _______________________________ | ||
| [1] | See Non-GAAP Financial Measures for additional information regarding non-GAAP financial measures. | |
| [2] | Financial results up until June 30, 2025, provided as basis for comparison to our first quarter 2026 performance, include results for Aebi Schmidt and The Shyft Group on a combined basis inclusive of the period prior to the merger on July 1, 2025. This also applies to Q1 2025 figures used as the basis for year-over-year comparisons throughout this release, which are presented on a combined basis as if the merger had closed on January 1, 2024. Historical information presented on a combined basis does not reflect any pro-forma adjustments or adjustments for costs related to integration activities, cost savings or synergies that have occurred or may be achieved if the merger occurred on January 1, 2024. | |
| Media contact Tina Fischer, Corporate Communication media@aebi-schmidt.com Phone: +41 44 308 58 48 Investor Contact Simone Grancini, Director Investor Relations investor.relations@aebi-schmidt.com Phone: +41 44 308 58 77 |
Further information https://www.aebi-schmidt.com https://www.youtube.com/AebiSchmidtGroup https://media.aebi-schmidt.com (pictures, logos) |
About Aebi Schmidt Group
Aebi Schmidt Group (NASDAQ: AEBI) is a world-class specialty vehicles leader, positioned to accelerate growth and drive exceptional value. The Company is headquartered in Switzerland, employs approximately 6,000 employees, and operates production facilities and service and upfit centers across Europe and North America.
Forward-looking statements
This release contains information, including our sales and earnings guidance, all other information provided with respect to our outlook for 2026 and future periods, and other statements concerning our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations that may constitute "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. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified such forward-looking statements by using words such as "believe," "expect," "intend," "potential," "future," "may," "will," "should," and similar expressions or by using future dates or targets in connection with any discussion of, among other things, the construction or operation of new or existing facilities, operating performance, trends, events or developments that we expect or anticipate will occur in the future, statements relating to volume changes, share of sales and earnings per share changes, anticipated cost savings and attainment of merger synergies, potential capital and operational cash improvements, changes in supply and demand conditions and prices for our products, trade duties and other aspects of trade policy, statements regarding our future strategies, products and innovations, and statements expressing general views about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements are not historical facts, but instead represent only Aebi Schmidt's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of Aebi Schmidt's control. It is possible that Aebi Schmidt's actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from Aebi Schmidt's historical experience and our present expectations or projections. More information about factors that potentially could affect our financial results is included in our filings with the SEC, which are available at www.sec.gov or our website. All forward-looking statements in this release are qualified by this paragraph. Investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to publicly update or revise any forward-looking statements in this release, whether as a result of new information, future events, or otherwise.
Non-GAAP Financial Measures
To supplement its reporting of financial measures determined in accordance with generally accepted accounting principles in the United States ("GAAP"), Aebi Schmidt utilizes certain non-GAAP financial measures. Aebi Schmidt utilizes non-GAAP financial measures such as Adjusted EBITDA, Adjusted EBITDA margin, Net Working Capital and Net Debt to separate the impact of certain items from the underlying business. Because Aebi Schmidt uses these adjusted financial results in the management of its business, management believes this supplemental information is useful to investors for their independent evaluation and understanding of Aebi Schmidt's underlying business performance and the performance of its management. To aid investors and analysts with year-over-year comparability for the combined business of Aebi Schmidt and Shyft, the Company has also presented certain of these non-GAAP financial measures on a "Combined " basis. Combined non-GAAP financial measures include results for both Aebi Schmidt and Shyft on a combined basis inclusive of periods prior to the merger. Information presented on a combined basis does not reflect pro-forma adjustments or other adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved if the business combination occurred on January 1, 2024. The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Aebi Schmidt's financial statements prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in this press release and the accompanying tables. In addition, the non-GAAP financial measures included in this earnings announcement reflect management's judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies.
The Company did not provide reconciliations of forward-looking non-GAAP financial measures, such as Adjusted EBITDA and Leverage, to the most comparable GAAP financial measure because the Company is unable to provide a meaningful or accurate calculation or estimation of reconciling items, and the information is not available without unreasonable effort. The Company is unable to address the probable significance of the unavailable information.
Aebi Schmidt Group
Combined Financial Summary (Non-GAAP, unaudited)1
(in thousands)
Financial results up until June 30, 2025, provided as basis for comparison to our first quarter 2026 performance, include results for Aebi Schmidt and The Shyft Group on a combined basis inclusive of the period prior to the merger on July 1, 2025. This also applies to Q1 2025 figures used as the basis for year-over-year comparisons throughout this release, which are presented on a combined basis as if the merger had closed on January 1, 2025. Historical information presented on a combined basis does not reflect any pro-forma adjustments or adjustments for costs related to integration activities, cost savings or synergies that have occurred or may be achieved if the merger occurred on January 1, 2024.
| Adjusted EBITDA ($k) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 |
| Net Sales | 453,785 | 453,706 | 471,325 | 528,371 | 455,545 |
| Net Income (Loss) | 626 | -7,895 | 1,194 | 8,772 | 671 |
| Add (subtract) | |||||
| Interest Expense | 9,164 | 12,153 | 14,228 | 11,761 | 11,350 |
| Depreciation & amortization | 12,127 | 11,778 | 14,990 | 16,159 | 13,803 |
| Income tax (benefit) / expenses | 1,441 | -2,175 | -447 | 2,036 | 488 |
| Restructuring and other related charges | 730 | 5,709 | 12,759 | 6,391 | 4,216 |
| Transaction related expenses and adjustments | 7,286 | 13,047 | 5,988 | 562 | 434 |
| Foreign exchange losses on external debt | 982 | 2,601 | -252 | -371 | 300 |
| Pension related income, net | -929 | -1,025 | -1,025 | -2,076 | -776 |
| Other | -182 | 287 | -5,239 | 4,839 | 2,631 |
| Adjusted EBITDA | 31,245 | 34,480 | 42,197 | 48,073 | 33,117 |
| Adjusted EBITDA (as % of Net Sales) | 6.9% | 7.6% | 9.0% | 9.1% | 7.3% |
For historical comparisons to the Shyft Group results, adjustments reflected in the table above do not include non-cash stock-based compensation expense.
| Net Debt ($k) | Mar 31, 2025 | Jun 30, 2025 | Sep 30, 2025 | Dec 31, 2025 | Mar 31, 2026 |
| Current portion of long-term debt | 24,482 | 27,310 | 25,063 | 46,908 | 67,911 |
| Long-term debt, less current portion | 512,764 | 561,325 | 628,359 | 548,050 | 560,958 |
| Total debt | 537,246 | 588,636 | 653,422 | 594,958 | 628,869 |
| Subtract | |||||
| Cash and cash equivalents | 63,989 | 83,484 | 125,971 | 98,512 | 115,886 |
| Subordinated Shareholder Loans | 53,775 | 58,845 | 58,897 | 59,101 | 58,213 |
| Net Debt | 419,482 | 446,306 | 468,554 | 437,345 | 454,770 |
Net debt as defined in our Credit Facility Agreement, excluding long-term subordinated shareholder loans
| Net Working Capital ($k) | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 |
| Accounts receivable | 269,358 | 267,373 | 297,322 | 310,755 | 271,241 |
| Inventories | 364,811 | 405,534 | 384,446 | 346,423 | 379,186 |
| Accounts payable | -181,135 | -206,779 | -230,307 | -234,642 | -201,927 |
| Total NWC | 453,034 | 466,128 | 451,461 | 422,536 | 448,500 |
Net working capital is calculated as Accounts Receivable plus Inventory, less Accounts Payable