Aebi Schmidt Holding AG filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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On February 24, 2026, Aebi Schmidt Holding AG (“Aebi Schmidt”) issued a press release (the “Press Release”) announcing, among other things, certain preliminary, unaudited financial information for the quarter and full year ended December 31, 2025. 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.
As indicated in the Press Release, James A. Sharman, Peter Spuhler, and Paul Mascarenas, currently members of Aebi Schmidt’s Board of Directors (the “Board”), with terms expiring at Aebi Schmidt’s 2026 Annual General Meeting of Shareholders (the “2026 Annual Meeting”), will not stand for re-election at the 2026 Annual Meeting.
Mr. Sharman currently serves as Chairman of the Board and as a member of the Board’s Human Resources and Compensation Committee, and his service in those roles will also end effective as of the 2026 Annual Meeting. Mr. Mascarenas chairs the Board’s Governance and Sustainability Committee, and his service in that role will also end effective as of the 2026 Annual Meeting.
Aebi Schmidt expects the Board to decrease in size from eleven to eight members immediately following the 2026 Annual Meeting.
Messrs. Sharman, Spuhler, and Mascarenas’s retirement from the Board did not result from any disagreement with Aebi Schmidt’s operations, policies or practices.
The Board expressed its thanks to Messrs. Sharman, Spuhler, and Mascarenas for their service to the Board.
| (d) | Exhibits. |
The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 24, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEBI SCHMIDT HOLDING AG | ||
| Date: February 24, 2026 | By: | /s/ Barend Fruithof |
| Name: | Barend Fruithof | |
| Title: | Group CEO | |
| Date: February 24, 2026 | By: | /s/ Marco Portmann |
| Name: | Marco Portmann | |
| Title: | Group CFO | |