Form 8-K

8-K — Aebi Schmidt Holding AG

Accession: 0001140361-26-014254

Filed: 2026-04-10

Period: 2026-04-07

CIK: 0002048519

SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ny20063963x775_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ny20063963x775_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: ny20063963x775_8k.htm · Sequence: 1

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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): April 7, 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 No.)

(IRS 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. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 1, 2025, Aebi Schmidt Holding AG (“Aebi Schmidt”), Peter Spuhler and PCS Holding AG (“PCS” and together with Mr. Spuhler, the “PCS Parties”)

entered into a Relationship Agreement (the “Relationship Agreement”), which provided certain rights to the PCS Parties in connection with their ownership of Aebi Schmidt common stock, including the right to nominate directors. On April 7, 2026, Aebi

Schmidt and the PCS Parties entered into Amendment No. 1 to the Relationship Agreement, which amended the Relationship Agreement to, among other things, (i) provide that, if Aebi Schmidt’s Board of Directors (the “Board”) consists of eight members,

then the PCS Parties shall have a right to nominate (a) three directors if they own at least 35% of the outstanding shares of Aebi Schmidt common stock, (b) two directors if they own at least 25% (but less than 35%) of the outstanding shares of Aebi

Schmidt common stock, (c) two directors if they own at least 15% (but less than 25%) of the outstanding shares of Aebi Schmidt common stock and (d) one director if they own at least 12.5% (but less than 15%) of the outstanding shares of Aebi Schmidt

common stock and (ii) allow the Chief Executive Officer of Aebi Schmidt to also hold the position of Chair of the Board. The foregoing description of Amendment No. 1 to the Relationship Agreement does not purport to be complete, and is subject to,

and qualified in its entirety by reference to, the text of Amendment No. 1 to the Relationship Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.

Description

10.1

Amendment No. 1 to the Relationship Agreement, by and among Aebi Schmidt, PCS Holding AG and Peter Spuhler, dated April 7, 2026

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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.

Date: April 10, 2026

AEBI SCHMIDT HOLDING AG

By:

/s/ Barend Fruithof

Name:

Barend Fruithof

Title:

Group CEO

By:

/s/ Marco Portmann

Name:

Marco Portmann

Title:

Group CFO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ny20063963x775_ex10-1.htm · Sequence: 2

Exhibit 10.1

Amendment No. 1 to the Relationship Agreement dated 1 July 2025

(hereinafter referred to as the “Amendment Agreement”)

dated

7. April 2026

between

Aebi Schmidt Holding AG

Schulstrasse 4, 8500 Frauenfeld, Switzerland

(the “Company”)

and

PCS Holding AG

Schulstrasse 4, 8500 Frauenfeld, Switzerland

(“PCS”)

and

Peter Spuhler

(“PS” and, together with PCS, the “PCS Parties”)

(the Company, PCS and PS each a “Party” and

together the “Parties”)

Amendment No. 1 to the Relationship Agreement dated 1 July 2025, dated 7. April 2026

Recitals

On 1 July 2025, the Parties entered into a certain relationship agreement (the “Relationship Agreement”).

In connection with endeavours to the Company to make its governance more flexible, the Parties intend to amend certain provisions of the Relationship

Agreement.

Now, therefore, the Parties hereby agree as follows:

Definitions

Except as set forth otherwise in this Amendment Agreement, capitalized terms used in this Amendment Agreement shall have the meaning assigned to them in

the Relationship Agreement.

Changes to the Relationship Agreement dated 1 July 2025

2.1

Amendment to Section 2.02(a)

Section 2.02(a) of the Relationship Agreement shall be amended and replaced in its entirety as follows:

(a)

Subject to Applicable Law, the Parties agree that the Board shall consist of directors that (x) are appropriately skilled and experienced considering

the needs of the Company and the Company’s status as a Swiss entity, and (y) otherwise comply with any best practices or guidelines contained in the GSC Charter. The Parties shall work in good faith with the chairman of the Governance and

Sustainability Committee regarding the Company’s efforts to maintain an overall board composition, including in respect of any minority groups, that complies with any best practices or guidelines contained in the GSC Charter or issued by

proxy advisory firms of recognized national standing. In no event will the size of the Board be less than eight during the period that PCS has director designation rights under this Agreement.

Amendment No. 1 to the Relationship Agreement dated 1 July 2025, dated 7. April 2026

2.2

Amendment to Section 2.02(b)

Section 2.02(b) of the Relationship Agreement shall be supplemented by adding the following paragraph at the end of section 2.02(b):

Notwithstanding the foregoing, if the Board is comprised of eight members, the number of PCS Nominated Directors that PCS shall have the right to

designate for nomination pursuant to this Section shall be as follows:

(aa)

if the 35% Condition is satisfied: three PCS Nominated Directors, none of whom shall need to be a PCS Independent Director;

(bb)

if the 25% Condition is satisfied (but the 35% Condition is not satisfied): two PCS Nominated Directors, none of whom shall need to be a PCS

Independent Director;

(cc)

if the 15% Condition is satisfied (but the 25% Condition is not satisfied): two PCS Nominated Directors, none of whom shall need to be a PCS

Independent Director; and

(dd)

if the 12.5% Condition is satisfied (but the 15% Condition is not satisfied): one PCS Nominated Director who shall not need to be a PCS Independent

Director.

Amendment No. 1 to the Relationship Agreement dated 1 July 2025, dated 7. April 2026

2.3

Amendment to Section 2.02(g)

Section 2.02(g) of the Relationship Agreement shall be amended and replaced in its entirety as follows:

(g)

The individual to be proposed to the shareholders’ meeting for election as the chairperson of the Board (“Chair”) shall, following nomination by the Governance and Sustainability

Committee, be proposed and recommended to the shareholders by the Board. For the avoidance of doubt, the Board shall duly consider the nomination of the Chair by the Governance and Sustainability Committee and make such proposal and

recommendation to the shareholders in its discretion. For so long as the 12.5% Condition is satisfied, before making any such nomination, the Governance and Sustainability Committee shall consult with PCS with respect to the identity of the

Chair.

Miscellaneous

Except for the amendments to the Relationship Agreement set forth in this Amendment Agreement, the Relationship Agreement remains unchanged.

This Amendment Agreement shall come into effect on the date set forth on the cover page of this Amendment Agreement.

Article VII. (Miscellaneous) of the Relationship Agreement shall be incorporated into this Amendment Agreement by way of reference.

[Signatures on next page]

Amendment No. 1 to the Relationship Agreement dated 1 July 2025, dated 7. April 2026

This Agreement is made on the date set forth on the cover page of this Amendment Agreement.

Company:

Aebi Schmidt Holding AG

/s/ Barend Fruithof

/s/ Thomas Schenkirsh

Barend Fruithof

Thomas Schenkirsh

Group CEO

Chief Group Services

PCS Parties:

PCS Holding AG

/s/ Peter Spuhler

Peter Spuhler

Chairman of the Board

Peter Spuhler

/s/ Peter Spuhler

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