艾彼施密特 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025OR 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)_____________________________________ Switzerland83-2556861 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) Schulstrasse 4, CH-8500, Frauenfeld, Switzerland 8500(Address of Principal Executive Offices)(Zip Code) +41 44-308-5800 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant (assuming only for purposes ofthis computation that directors and executive officers may be affiliates) as of June 30, 2025, the last business day of the registrant'smost recently completed second fiscal quarter: Not applicable. The trading of the registrant's Common Stock on the Nasdaq GlobalSelect Market did not commence until July 2, 2025. As of March 17, 2026 there were 77,435,027 shares of Common Stock outstanding. Certain portions of the definitive proxy statement for the registrant’s 2026 Annual General Meeting of Shareholders, to be filed withthe Securities and Exchange Commission no later than 120 days after December 31, 2025, are incorporated by reference in Part III ofthis Annual Report. Portions of our registration statement on Form S-4 filed May 12, 2025 are incorporated by reference in Part II, Item 7 of this AnnualReport. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains some statements that are not historical facts. These statements arecalled “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve importantknown 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. AebiSchmidt Holding AG's (“Aebi Schmidt,” the “Company,” “we,” “us” or “our”) fu