AEBI 10-K & 10-Q changes, risk factors and insider trading
Aebi Schmidt Holding AG · Nasdaq · Construction Machinery & Equip · CIK 2048519 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We have included in Part I, Item 1A of the Form 10-K for the year ended December 31, 2025, a description of certain risks and uncertainties that could affect our business, future performance or financial condition (the “Risk Factors”). There have been no material changes from the disclosure provided in the Form 10-K for the year ended December 31, 2025 with respect to the Risk Factors. Investors should consider the Risk Factors prior to making an investment decision with respect to our stock.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 compared with six months ended June 30, 2025”
New heading “Cost of products sold”
New heading “Research and development expense”
New heading “Selling, general and administrative expense”
New heading “Amortization of purchased intangibles”
New heading “Other operating income (expense)”
New heading “Interest expense”
New heading “Other income (expense)”
New heading “Income tax (expense) benefit”
New heading “Six months ended June 30, 2026 compared with six months ended June 30, 2025”
Largest changes
“Six months ended June 30, 2026 compared with six months ended June 30, 2025”see in full comparison
“Six months ended June 30, 2026 compared with six months ended June 30, 2025”see in full comparison
Net cash used in operating activities decreased bysee in full comparison$8.8$10.6 million, or33%,50%, to$17.7$10.6 million in thethreesix months endedMarchJune31,30, 2026, from cash used in operating activities of$26.6$21.2 million in thethreesix months endedMarchJune31,30, 2025. The decrease in net cash used in operating activities was primarily driven bya decrease in net income of $1.4 million,an increase of$12.4$29.0 millioninrelatedinventorytolevels,net income adjusted for non-cash charges, adecreasefavorable change inaccounts payable of $29.6 million due to efficient liquidity management while increasing purchases of raw materials, a decrease in income tax payable and receivable of $1.6 million and a decrease in accrued compensation and related taxes of $3.2 million. These decreases were primarily offset by an increase in collection ofaccounts receivable and contract assets of$34.7$23.2 million,anaincreasefavorable change indepreciationinventory of $2.0 million, andamortizationaexpensefavorableof $7.2 million, an increase in other assets and liabilities of $7.7 million, an increasechange in contract liabilities of$5.9$11.2million,million. These favorable changes were primarily offset by an unfavorable change in accounts payable of $53.4 million due to increased purchases of raw materials, and anincreaseunfavorable change indeferredremainingtaxesbalance sheet items of$0.9$1.5 million.
Full comparison: every changed paragraph (76)
Aebi Schmidt operates in two reportable segments, which consist of (i) North America and (ii) Europe and the Rest of the World (“ROW”). Operating results for the three and six months ended MarchJune 31,30, 2026 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2026.
The following table presents a summary of Aebi Schmidt’s key performance indicators for the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.
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Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025
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Results for Aebi Schmidt for the three months ended MarchJune 31,30, 2026, compared to results for the three months ended MarchJune 31,30, 2025.
Sales increased by $206.3$218.7 million, or 83%,79%, to $455.5$496.4 million in the three months ended MarchJune 31,30, 2026, from $249.2$277.7 million in the three months ended MarchJune 31,30, 2025. The increase in sales was primarily driven by sales attributed to Shyft of $186.3$210.9 million, an increase in new business sales of $10.1$6.1 million, and an increase in after sales of $9.9$1.7 million.
Cost of products sold increased by $172.3$178.2 million, or 88%,81%, to $368.2$399.1 million in the three months ended MarchJune 31,30, 2026, from $195.9$220.9 million in the three months ended MarchJune 31,30, 2025. The increase in cost of products sold was primarily driven by $156.8$170.7 million in costs attributable to Shyft,Shyft and an increase of $9.7$7.5 million in costs related to new business sales, and an increase of $5.7 million in costs related to after sales.
Research and development expense increased by $2.1$1.0 million, or 45%,19%, to $6.7$6.4 million in the three months ended MarchJune 31,30, 2026, from $4.6$5.4 million in the three months ended MarchJune 31,30, 2025 primarily driven by an increase of $1.0 million in activity attributable to Shyft and the development of product solutions.Shyft.
Selling, general and administrative expense increased by $27.8$22.1 million, or 91%,66%, to $58.5$55.8 million in the three months ended MarchJune 31,30, 2026, from $30.7$33.6 million in the three months ended MarchJune 31,30, 2025. The increase in selling, general and Page 29 of 43 administrative expense was primarily driven by an increase of $22.3$20.7 million in costs attributable to Shyft, an increase in sales departmentmanagement costs of $2.2 million, an increase in finance department costs of $1.6$0.6 million, and an increase in IT costs of $1.3$0.7 million.
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Amortization of purchased intangibles increased by $4.5$4.8 million, or 125%,135%, to $8.1$8.4 million in the three months ended MarchJune 31,30, 2026, from $3.6 million in the three months ended MarchJune 31,30, 2025. The increase is primarily attributable to amortization of $4.5$4.8 million related to the intangible assets acquired as part of the Merger with Shyft.
Other operating income (incomeexpense) expense
Other operating income increased by $1.3$0.7 million to $1.3$0.3 million in the three months ended MarchJune 31,30, 2026, from other operating incomeexpense of $0.0$0.4 million in the three months ended MarchJune 31,30, 2025. The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $1.0 million and an increase in other income net of other expense of $0.3$0.7 million.
Interest expense increased by $4.9$1.8 million, or 75%,20%, to $11.4$11.1 million in the three months ended MarchJune 31,30, 2026, from $6.5$9.3 million in the three months ended MarchJune 31,30, 2025. The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $3.6$3.4 million,million theand incurrenceinterest expense attributable to Shyft of $0.5 million, offset by a decrease of $2.4 million in costs related to the debt refinancing in connection with the Merger, and an increase in interest expense attributable to Shyft of $0.8 million.Merger.
Other expense decreased by $2.1$7.2 million to $2.9$0.6 million in the three months ended MarchJune 31,30, 2026, from other expense of $5.0$7.8 million in the three months ended MarchJune 31,30, 2025. The decrease in other expense was primarily driven by a decrease in transaction related expense of $4.6$6.1 million and decreases in net foreign exchange losses on financial positions of $0.7$2.6 million, partially offset by the incurrence of integration costsand of $2.0 million andrestructuring costs of legal proceedings and settlements of $1.4$0.6 million.
Income tax expense decreasedincreased by $0.3$5.7 million, or 38%,million to $0.5$4.8 million in the three months ended MarchJune 31,30, 2026, from income tax expensebenefit of $0.8$0.9 million in the three months ended MarchJune 31,30, 2025. The decreaseincrease in income tax expense was primarily driven by lowerhigher taxable income in the three months ended MarchJune 31,30, 2026.
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Six months ended June 30, 2026 compared with six months ended June 30, 2025
Results for Aebi Schmidt for the six months ended June 30, 2026, compared to results for the six months ended June 30, 2025.
Sales
Sales increased by $425.0 million, or 81%, to $952.0 million in the six months ended June 30, 2026, from $526.9 million in the six months ended June 30, 2025. The increase in sales was primarily driven by $397.2 million in sales attributable to Shyft, an increase in new business sales of $16.2 million, and an increase in after sales of $11.6 million.
Cost of products sold
Cost of products sold increased by $350.5 million, or 84%, to $767.3 million in the six months ended June 30, 2026, from $416.8 million in the six months ended June 30, 2025. The increase in cost of products sold was driven by $327.5 million in costs of products sold attributable to Shyft, an increase of $17.3 million in costs related to new business sales, and an increase of $5.7 million in costs related to after sales.
Research and development expense
Research and development expense increased by $3.0 million, or 31%, to $13.1 million in the six months ended June 30, 2026, from $10.1 million in the six months ended June 30, 2025. The increase in research and development expense was primarily driven by $2.1 million in costs attributable to Shyft and the development of product solutions.
Selling, general and administrative expense
Selling, general and administrative expense increased by $50.0 million, or 78%, to $114.2 million in the six months ended June 30, 2026, from $64.3 million in the six months ended June 30, 2025. The increase in selling, general and Page 31 of 43 administrative expense was primarily driven by $43.0 million in costs attributable to Shyft, along with an increase in finance department expenses of $1.4 million, an increase in sales department costs of $2.1 million, and an increase in IT costs of $2.0 million.
Amortization of purchased intangibles
Amortization of purchased intangibles increased by $9.3 million, or 130%, to $16.5 million in the six months ended June 30, 2026, from $7.1 million in the six months ended June 30, 2025. The increase is primarily attributable to amortization of $9.3 million related to intangible assets acquired as part of the Merger with Shyft.
Other operating income (expense)
Other operating income increased by $2.0 million to $1.6 million in the six months ended June 30, 2026, from other operating expense of $0.4 million in the six months ended June 30, 2025. The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $1.6 million.
Interest expense
Interest expense increased by $6.7 million, or 42%, to $22.5 million in the six months ended June 30, 2026, from $15.8 million in the six months ended June 30, 2025. The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $7.1 million and interest expense attributable to Shyft of $1.3 million, offset by a decrease of $2.0 million in costs related to the refinancing in connection with the Merger.
Other income (expense)
Other expense decreased by $9.3 million, or 73%, to $3.5 million in the six months ended June 30, 2026, from other expense of $12.8 million in the six months ended June 30, 2025. The decrease in other expense was driven primarily by a decrease in transaction related expense of $10.7 million and decreases in net foreign exchange losses on financial positions of $3.3 million, partially offset by the incurrence of integration and restructuring costs of $2.6 million and costs of legal proceedings and settlements of $0.8 million.
Income tax (expense) benefit
Income tax expense increased by $5.4 million to an expense of $5.3 million in the six months ended June 30, 2026, from a benefit of $0.1 million in the six months ended June 30, 2025. The increase in income tax expense was primarily driven by higher taxable income in the six months ended June 30, 2026.
Three Monthsmonths Endedended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025
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Sales for Aebi Schmidt’s North America segment increased by $190.0$210.1 million, or 129.0%,143.6%, to $337.3$356.3 million in the three months ended MarchJune 31,30, 2026, from $147.3$146.2 million in the three months ended MarchJune 31,30, 2025. The increase in sales Page 27 of 39 was primarily driven by sales attributable to Shyft of $186.3$210.9 million, an increase in sales of new products of $1.8 million,million and an increase in after sales of $1.9$0.2 million, partially offset by a decrease in sales of new products of $1.0 million.
Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $7.3$19.5 million, or 38.5%,121.6%, to $26.4$35.5 million for the three months ended MarchJune 31,30, 2026, from $19.0$16.0 million for the three months ended MarchJune 31,30, 2025. The increase in Adjusted EBITDA was primarily driven by the addition of $10.6$21.3 million in activity attributable to Shyft, along with an increase in other segment items of $3.1 million, partially offset by a decrease in segment gross margin of $1.4$2.0 million,million partially offset byand an increase in selling, general and administrative expenses of $4.5 million, and a decrease in other segment items of $0.2$2.8 million.
Sales for Aebi Schmidt’s Europe and ROW segment increased by $16.3$8.6 million, or 16.0%,6.6%, to $118.2$140.1 million in the three months ended MarchJune 31,30, 2026, from $101.9$131.5 million in the three months ended MarchJune 31,30, 2025. The increase in sales was driven by an increase in sales of new products of $8.3$7.1 million and an increase in after sales of $8.0$1.5 million.
Adjusted EBITDA for Aebi Schmidt’s Europe and ROW segment increased by $4.5$1.3 million, or 201.4%,24.5%, to $6.8$6.6 million in the three months ended MarchJune 31,30, 2026, from $2.2$5.3 million in the three months ended MarchJune 31,30, 2025. The increase in Adjusted EBITDA was driven by an increase in segment gross margin of $3.2$2.3 million and ana increase in other segment items of $3.4 million, partially offset by an increase in research and development expense of $1.0 million and an increasedecrease in selling, general and administrative expenses of $1.0$1.4 million, partially offset by a decrease in other segment items of $2.4 million.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
North America
Sales for Aebi Schmidt’s North America segment increased by $400.1 million, or 136.3%, to $693.6 million in the six months ended June 30, 2026, from $293.5 million in the six months ended June 30, 2025. The increase in sales was primarily driven by sales attributable to Shyft of $397.2 million, an increase in sales of new products of $0.7 million and an increase in after sales of $2.1 million.
Adjusted EBITDA for Aebi Schmidt’s North America segment increased by $26.8 million, or 76.4%, to $61.9 million for the six months ended June 30, 2026, from $35.1 million for the six months ended June 30, 2025. The increase in Adjusted EBITDA was primarily driven by the addition of $31.9 million in activity attributable to Shyft, partially offset by a decrease of $0.6 million in gross margin, a decrease of other segment items of $0,6 million, and an increase in selling, general and administrative expenses of $3.9 million.
Europe and ROW
Sales for Aebi Schmidt’s Europe and ROW segment increased by $25.0 million, or 10.7%, to $258.4 million in the six months ended June 30, 2026, from $233.4 million in the six months ended June 30, 2025. The increase in sales was driven by an increase in sales of new products of $15.5 million and an increase in after sales of $9.5 million.
Adjusted EBITDA for Aebi Schmidt’s Europe and ROW segment increased by $5.9 million, or 78.7%, to $13.4 million in the six months ended June 30, 2026, from $7.5 million in the six months ended June 30, 2025. The increase in Adjusted EBITDA was primarily driven by an increase in gross margin of $5.5 million and an increase in other segment items of $1.0 million, partially offset by an increase in research and development expense of $0.9 million.
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Aebi Schmidt defines Adjusted EBITDA as net income before interest, taxes, depreciation, and amortization, further adjusted for foreign exchange gains and losses on external debt, restructuring and other related expenses, transaction related expenses, integration costs, bargainsettlement purchaseof gains on acquisitions,acquisition, changes in repurchase liabilities for Aebi Schmidt’s employee share plan, non-service costpension related pension expenses, legacyincome, legal matters, sales executive transition costs, changes in provisions for contingencies, non-cash stock-based compensation expenses, and other non-recurringnon-operating one-off items. Aebi Schmidt defines Adjusted EBITDA margin as a ratio of Adjusted EBITDA as a percentage of sales. Management uses Adjusted EBITDA to assess Aebi Schmidt’s financial performance because it allows management and stakeholders to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense and income), asset base (such as depreciation and amortization) and other items (such as non-recurring costs) that impact the comparability of financial results from period to period.
Aebi Schmidt’s primary liquidity needs are to fund general business requirements, including working capital, capital expenditures, restructuring costs and debt service requirements. Aebi Schmidt’s principal sources of liquidity are cash flows from operating activities, its revolving credit facility (the “Revolving Credit Facility”) and other debt issuances, and existing cash balances of $115.9$109.7 million as of MarchJune 31,30, 2026. Aebi Schmidt actively manages its working capital and associated cash requirements and continually seeks more effective uses of cash.
As of MarchJune 31,30, 2026, Aebi Schmidt had $441.9$444.4 million of net working capital (i.e., current assets minus current liabilities) compared to $416.5 million of net working capital as of December 31, 2025.
Aebi Schmidt believes that its available liquidity will be sufficient to meet its current obligations for a period of at least 12 months from the date of the filing of this Quarterly Report and the foreseeable future thereafter, and its liquidity will be sufficient to finance its operating and capital needs, including day to day operations, capital expenditures, research and development, investments in information technology systems, dividends and potential future acquisitions.
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Net cash used in operating activities decreased by $8.8$10.6 million, or 33%,50%, to $17.7$10.6 million in the threesix months ended MarchJune 31,30, 2026, from cash used in operating activities of $26.6$21.2 million in the threesix months ended MarchJune 31,30, 2025. The decrease in net cash used in operating activities was primarily driven by a decrease in net income of $1.4 million, an increase of $12.4$29.0 million inrelated inventoryto levels,net income adjusted for non-cash charges, a decreasefavorable change in accounts payable of $29.6 million due to efficient liquidity management while increasing purchases of raw materials, a decrease in income tax payable and receivable of $1.6 million and a decrease in accrued compensation and related taxes of $3.2 million. These decreases were primarily offset by an increase in collection of accounts receivable and contract assets of $34.7$23.2 million, ana increasefavorable change in depreciationinventory of $2.0 million, and amortizationa expensefavorable of $7.2 million, an increase in other assets and liabilities of $7.7 million, an increasechange in contract liabilities of $5.9$11.2 million,million. These favorable changes were primarily offset by an unfavorable change in accounts payable of $53.4 million due to increased purchases of raw materials, and an increaseunfavorable change in deferredremaining taxesbalance sheet items of $0.9$1.5 million.
Net cash used in investing activities decreased by $2.0$1.1 million, or 66%,23%, to $1.1$3.5 million in the threesix months ended MarchJune 31,30, 2026, from cash used in investing activities of $3.1$4.5 million in the threesix months ended MarchJune 31,30, 2025. The decrease was primarily driven by a decrease in cash spent on purchases of property, plant and equipment of $1.2$0.6 million and an increase onin proceeds from sale of property, plant and equipment of $0.9$0.4 million.
Net cash provided by financing activities increased by $25.4$3.8 million, or 222%,million to $36.8$25.4 million in the threesix months ended MarchJune 31,30, 2026, from $11.4net cash provided by $21.6 million in the threesix months ended MarchJune 31,30, 2025. The increase was primarily driven by anhigher increaseborrowings of proceeds,$4.4 netmillion, lower dividend payments of payments,$5.6 of $23.9 million from long-term debtmillion, and a decrease inlower deferred payments made related to historical transactions of $4.8 million. The increase was partially offset by an increase in dividendhigher payments on debt of $2.0$9.5 million and thehigher exercisepayments related to exercising and vesting of stock incentive awards of $1.2 million.
AEBI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 6 Form 4 filings (6 insiders, 2 trade dates, 22,000 shares, about $253.0K) and open-market sales in 0 filings. Net open-market shares: 22,000 (purchases minus sales); net value about $253.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-31 | Farmer Jacob Owen |
Shares withheld for tax | 2,225 | $12.89 | $28.7K |
| 2026-06-01 | Portmann Marco |
Grant/award | 10,459 | $12.51 | $130.8K |
| 2026-06-01 | Schewerda Steffen |
Grant/award | 20,459 | $12.51 | $255.9K |
| 2026-06-01 | Farmer Jacob Owen |
Grant/award | 24,550 | $12.51 | $307.1K |
| 2026-06-01 | Schroeder Henning |
Grant/award | 7,844 | $12.51 | $98.1K |
| 2026-06-01 | Scherer Marcus Andreas |
Grant/award | 3,274 | $12.51 | $41.0K |
| 2026-06-01 | Kaltenbach Stefan |
Grant/award | 4,184 | $12.51 | $52.3K |
| 2026-06-01 | Dinkins Michael |
Grant/award | 7,533 | $12.51 | $94.2K |
| 2026-06-01 | Freeman Angela K. |
Grant/award | 7,533 | $12.51 | $94.2K |
| 2026-06-01 | Pizzuto Terri |
Grant/award | 7,533 | $12.51 | $94.2K |
| 2026-06-01 | Rickenbacher Andreas Frederic |
Grant/award | 8,134 | $12.51 | $101.8K |
| 2026-06-01 | Ritter Martin |
Grant/award | 7,412 | $12.51 | $92.7K |
| 2026-06-01 | Schaub Patrick Francois |
Grant/award | 8,334 | $12.51 | $104.3K |
| 2026-06-01 | Spuhler-Hoffmann Daniela |
Grant/award | 7,412 | $12.51 | $92.7K |
| 2026-06-01 | Schenkirsch Thomas |
Grant/award | 7,844 | $12.51 | $98.1K |
| 2026-06-01 | Fruithof Barend Gerrit |
Grant/award | 52,292 | $12.51 | $654.2K |
| 2026-06-01 | Fruithof Barend Gerrit |
Grant/award | 8,013 | $12.51 | $100.2K |
| 2026-05-19 | Schewerda Steffen |
Open-market purchase | 5,000 | $11.68 | $58.4K |
| 2026-05-19 | Scherer Marcus Andreas |
Open-market purchase | 2,000 | $12.15 | $24.3K |
| 2026-05-15 | Meury Joel Michel |
Open-market purchase | 500 | $11.30 | $5.7K |
| 2026-05-15 | Schroeder Henning |
Open-market purchase | 3,000 | $11.30 | $33.9K |
| 2026-05-15 | Portmann Marco |
Open-market purchase | 5,000 | $11.31 | $56.5K |
| 2026-05-15 | Schaub Patrick Francois |
Open-market purchase | 6,500 | $11.41 | $74.2K |
Well-known investors holding AEBI (13F)
None of the 59 investors we track reported a position in their latest 13F.