UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): February ~~November 13~~23, ~~2025~~2026

_______________________________

AEBI SCHMIDT HOLDING AG

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Switzerland	001-42663	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

_______________________________

Schulstrasse 4 Frauenfeld, Switzerland	CH-8500
Switzerland	001-42663	Not Applicable
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~+41 44-308-5800~~Schulstrasse 4

~~(Registrant’s Telephone Number~~Frauenfeld, ~~Including Area Code)~~ Switzerland CH-8500

(Address of Principal Executive Offices) (Zip Code)

+44 44-308-5800

(Registrant's telephone number, including area code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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))

☐ 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 ☒~~

IfEmerging ~~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. ☒ ☐

~~ITEM~~If ~~2.02~~an ~~RESULTS~~emerging OFgrowth ~~OPERATIONS~~company, ~~AND~~indicate ~~FINANCIAL~~by ~~CONDITION~~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. ☐

OnItem ~~November~~2.02. ~~13,~~Results ~~2025,~~of ~~Aebi~~Operations ~~Schmidt~~and ~~Holding~~Financial ~~AG issued the press release attached hereto as Exhibit 99~~Condition.1.

~~The~~On ~~information~~February ~~contained in this Item 2.02 and Exhibit 99.1~~24, ~~attached hereto~~2026, ~~shall~~Aebi ~~not~~Schmidt beHolding ~~deemed~~AG (“~~filed~~Aebi Schmidt”) ~~for~~issued ~~purposes~~a ofpress ~~Section~~release ~~18 of~~ (the ~~Securities~~“Press ~~Exchange~~Release”) ~~Act of 1934~~announcing, asamong ~~amended~~other ~~and~~things, ~~shall not~~certain bepreliminary, ~~deemed~~unaudited ~~incorporated~~financial byinformation ~~reference~~for ~~in any filing with~~ the ~~Securities~~quarter and ~~Exchange~~full ~~Commission~~year ~~under~~ended ~~the~~December ~~Securities Exchange Act of 1934~~31, as2025. ~~amended~~A orcopy ~~the Securities Act~~ of ~~1933,~~the asPress ~~amended,~~Release ~~whether~~is ~~made~~being ~~before~~furnished oras ~~after~~Exhibit ~~the~~99.1 ~~date~~to ~~hereof~~this ~~and~~Current ~~irrespective~~Report ofon ~~any~~Form ~~general incorporation language in any filings~~8-K.

~~ITEM~~The 9information contained in this Item 2.0102 ~~FINANCIAL~~and ~~STATEMENTS~~Exhibit ~~AND~~99.1, ~~EXHIBITS~~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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed herewith:

Exhibit No.	~~Description~~	Description
99.1	~~Press Release, dated November 13, 2025~~	Press Release dated February 24, 2026
104	~~Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document~~	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as ~~amended,~~the ~~Aebi~~registrant ~~Schmidt Holding AG~~ has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 13, 2025	AEBI SCHMIDT HOLDING AG
	AEBI SCHMIDT HOLDING AG
	By:	/s/ Barend Fruithof
Date: February 24, 2026	By:	/s/ Barend Fruithof
	Name:	Barend Fruithof
	Title:	Group CEO
	By:	/s Marco Portmann
Date: February 24, 2026	By:	/s/ Marco Portmann
	Name:	Marco Portmann
	Title:	Group CFO

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