Aebi Schmidt Holding AG (AEBI)

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s unaudited condensed consolidated financial statements, and the related notes thereto, included elsewhere in this Quarterly Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Quarterly Report refer to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the section following the cover page to this Quarterly Report entitled “Forward-Looking Statements”, and Part II, Item 1A of this Quarterly Report (Risk Factors), as well as the section entitled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).

Overview

Aebi Schmidt is a provider of innovative technical products for cleaning and clearing traffic areas as well as mowing green spaces in particularly challenging terrain. The range of products include vehicles, attachable and demountable devices for individual vehicle equipment as well as related services. In addition, the Company manufactures and assembles specialty vehicles for commercial and recreational applications, including walk-in vans, truck bodies for last-mile delivery, vocation-specific upfit solutions, and luxury motorhome chassis. It also offers replacement parts, repair, maintenance, and refurbishment services for these vehicles. Aebi Schmidt covers the European and North American markets with its own sales organizations while clients outside of these markets are served either directly by the exporting subsidiary or indirectly by the worldwide dealer network.

On July 1, 2025, Aebi Schmidt acquired 100% of the outstanding equity interests of The Shyft Group, Inc. (“Shyft”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through a merger (the “Merger”). The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance our product offerings in specialty vehicle solutions, develop our market share in North America, and to leverage Shyft's innovative design and manufacturing capabilities.

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 June 30, 2026 are not necessarily indicative of the results we may achieve for the full year ending December 31, 2026.

North America

Aebi Schmidt North America segment offers a wide range of vehicles, equipment, and services primarily across four of our five lines of business: Airport & Chassis, Commercial Trucks, Goods Transport, and Municipal. Aebi Schmidt operates as a key player in providing innovative solutions for snow removal, street cleaning, and other essential services that enhance infrastructure and public safety. The Merger with Shyft in July 2025 allowed Aebi Schmidt to penetrate additional markets and product lines, as well as combine Aebi Schmidt’s commercial business with Shyft’s fleet and commercial business, optimizing Aebi Schmidt’s purchasing and production capacity.

Europe and the ROW

In Europe and the ROW, Aebi Schmidt offers a wide range of vehicles, equipment and services primarily across three of our five lines of business: Airport & Chassis, Municipal and Agriculture. Aebi Schmidt has long-lasting relationships with airports and municipalities across Europe and with international customers. Aebi Schmidt offers a wide range of products tailored to European and international markets, including snowplows, street sweepers, multifunctional vehicles, and specialized equipment for airport operations. Aebi Schmidt has established a strong reputation for quality and reliability, with innovative solutions that enhance efficiency and sustainability through its technological features.

Key Performance Indicators

Aebi Schmidt reviews the following key performance indicators on a regular basis in order to evaluate the financial and operating performance of its business, identify trends affecting its performance, prepare financial projections, and make strategic decisions. Aebi Schmidt’s key performance indicators are not based on any standardized industry

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methodology and are not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies. Similarly, Aebi Schmidt’s key metrics may differ from estimates published by third parties or from similarly titled metrics of its competitors due to differences in methodology. The numbers that Aebi Schmidt uses to calculate its key performance indicators are based on internal data. While these numbers are based on what Aebi Schmidt believes to be reasonable judgments and estimates for the applicable period of measurement, there are inherent challenges in measuring usage and engagement. Increases or decreases in Aebi Schmidt’s key performance indicators may not correspond with increases or decreases in its revenue. Aebi Schmidt regularly reviews and may adjust its processes for calculating its internal metrics to improve their accuracy. In addition to the key performance indicators summarized below, Aebi Schmidt also evaluates certain non-GAAP financial measures (i.e. Adjusted EBITDA and Adjusted EBITDA margin), which are further summarized in the Non-GAAP Financial Measures section below.

The following table presents a summary of Aebi Schmidt’s key performance indicators for the six months ended June 30, 2026 and June 30, 2025.

(1)Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the section titled “Non-GAAP Financial Measures” below for the definitions of these measures and the reconciliations to the most directly comparable U.S. GAAP financial measure.

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Results of Operations

Three months ended June 30, 2026 compared with three months ended June 30, 2025

Results for Aebi Schmidt for the three months ended June 30, 2026, compared to results for the three months ended June 30, 2025.

Sales

Sales increased by $218.7 million, or 79%, to $496.4 million in the three months ended June 30, 2026, from $277.7 million in the three months ended June 30, 2025. The increase in sales was primarily driven by sales attributed to Shyft of $210.9 million, an increase in new business sales of $6.1 million, and an increase in after sales of $1.7 million.

Cost of products sold

Cost of products sold increased by $178.2 million, or 81%, to $399.1 million in the three months ended June 30, 2026, from $220.9 million in the three months ended June 30, 2025. The increase in cost of products sold was driven by $170.7 million in costs attributable to Shyft and an increase of $7.5 million in costs related to new business sales.

Research and development expense

Research and development expense increased by $1.0 million, or 19%, to $6.4 million in the three months ended June 30, 2026, from $5.4 million in the three months ended June 30, 2025 driven by an increase of $1.0 million in activity attributable to Shyft.

Selling, general and administrative expense

Selling, general and administrative expense increased by $22.1 million, or 66%, to $55.8 million in the three months ended June 30, 2026, from $33.6 million in the three months ended June 30, 2025. The increase in selling, general and

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administrative expense was primarily driven by an increase of $20.7 million in costs attributable to Shyft, an increase in management costs of $0.6 million, and an increase in IT costs of $0.7 million.

Amortization of purchased intangibles

Amortization of purchased intangibles increased by $4.8 million, or 135%, to $8.4 million in the three months ended June 30, 2026, from $3.6 million in the three months ended June 30, 2025. The increase is primarily attributable to amortization of $4.8 million related to the intangible assets acquired as part of the Merger with Shyft.

Other operating income (expense)

Other operating income increased by $0.7 million to $0.3 million in the three months ended June 30, 2026, from other operating expense of $0.4 million in the three months ended June 30, 2025. The increase in other operating income was primarily driven by an increase of net foreign exchange gains of $0.7 million.

Interest expense

Interest expense increased by $1.8 million, or 20%, to $11.1 million in the three months ended June 30, 2026, from $9.3 million in the three months ended June 30, 2025. The increase in interest expense was primarily driven by an increase in interest expense attributable to Aebi Schmidt of $3.4 million and interest expense attributable to Shyft of $0.5 million, offset by a decrease of $2.4 million in costs related to the refinancing in connection with the Merger.

Other income (expense)

Other expense decreased by $7.2 million to $0.6 million in the three months ended Jun

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

A discussion of changes in (i) our results of operations, (ii) our segment results of operations and (iii) our cash flows from operating, investing and financing activities for the year ended December 31, 2024 compared with the year ended December 31, 2023 has been omitted from this Annual Report but may be found under the headings (i) “Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations,” (ii) “Management's

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Discussion and Analysis of Financial Condition and Results of Operations - Segment Results of Operations” and (iii) “Management's Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows,” respectively, included in the Company's Registration Statement on Form S-4/A (File No. 333-286373) filed with the SEC on May 12, 2025.

Forward-Looking Statements

The following discussion and analysis of the financial condition and results of operations of Aebi Schmidt should be read together with Aebi Schmidt’s audited consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023, and the related notes thereto, which are included elsewhere in this Annual Report. Unless the context requires otherwise, references to “Aebi Schmidt” in this section of the Annual Report refer to Aebi Schmidt and its consolidated subsidiaries. The information presented herein is based on management’s perspective of Aebi Schmidt’s results of operations. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aebi Schmidt’s control. Aebi Schmidt’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors”.

Overview

Aebi Schmidt is a leading global manufacturer of specialty vehicles. We are headquartered in Switzerland and employ approximately 5,700 people. We operate in 17 countries through our own sales and service organizations, with more than 70 locations worldwide, including over a dozen production facilities and a dense network of upfitting and service centers. Through established partnerships with dealers, we are represented in more than 90 additional countries globally. Our core offerings include solutions and equipment for snow removal and de-icing, street and runway sweepers, truck and RV chassis, as well as truck bodies and vehicle upfitting for a wide range of commercial fleets and vocations. Furthermore, we produce specialty vehicles and equipment for municipal and airport maintenance services as well as for the cultivation of steep and challenging terrain.

On July 1, 2025, Aebi Schmidt acquired 100% of the outstanding equity interests of Shyft, a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries, through the Merger. The Merger involved 100% of the voting equity interests of Shyft, with the primary reasons for the combination being to enhance our product offerings in specialty vehicle solutions, develop our market share in North America, and the leverage Shyft's innovative design and manufacturing capabilities.

Aebi Schmidt has a track record in continuous profitable growth. For the year ended December 31, 2025, its sales increased by $440.7 million, or 41%, to $1,526.6 million in comparison to the year ended December 31, 2024, due in part to the Merger with Shyft in July 2025. For the year ended December 31, 2024, its Sales increased by $70.4 million, or 7%, to $1,086.0 million in comparison to the year ended December 31, 2023. Operating income increased by $4.6 million, or 7%, to $73.1 million in the year ended December 31, 2025 in comparison to the year ended December 31, 2024, and increased by $9.5 million, or 16%, to $68.5 million in the year ended December 31, 2024 in comparison to the year ended December 31, 2023. Based on its strategy and strong customer orientation, Aebi Schmidt is prepared to continue the growth path in the foreseeable future.

North America

Aebi Schmidt North America segment offers a wide range of vehicles, equipment and services primarily across four of our five lines of business: Airport & Chassis, Commercial Trucks, Goods Transport, and Municipal. Aebi Schmidt operates as a key player in providing innovative solutions for snow removal, street cleaning, and other essential services that enhance infrastructure and public safety. The Merger with Shyft in July 2025 allowed Aebi Schmidt to penetrate additional markets and product lines, as well as combine Aebi Schmidt’s commercial business with Shyft’s fleet and commercial business, optimizing Aebi Schmidt’s purchasing and production capacity.

•Airport & Chassis. MB and Schmidt are both leading in equipment for airport runway maintenance, offering snow removal and de-icing solutions, multi-tasking machines, and runway sweepers. Spartan RV Chassis also fit into this line of business.

•Commercial Trucks. With an outstanding variety of different value propositions, Monroe, Magnum, Strobes-R-Us and Meyer either build or upfit work trucks for commercial and municipal fleets and individual business owners.

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•Goods Transport. Utilimaster designs and builds fleet solutions and offers a support and service network throughout the life span of vans and trucks. Our EV solutions are marketed under the Blue Arc brand. Towmaster equipment trailers are also included in this line.

•Municipal. Both Monroe and Swenson provide snow & ice control equipment and liquid anti-icing systems. Our Municipal line also include electric Sweepers from Schmidt, Pavement Marking Solutions from MB and ELP’s full range of snow removal equipment, dump bodies, interchangeable body system, and more.

Europe and the ROW

In Europe and ROW, Aebi Schmidt offers a wide range of vehicles, equipment and services primarily across three of our five lines of business: Airport & Chassis, Municipal and Agriculture. Aebi Schmidt has long-lasting relationships with airports and municipalities across Europe and with international customers. Aebi Schmidt offers a wide range of products tailored to European and international markets, including snowplows, street sweepers, multifunctional vehicles, and specialized equipment for airport operations. Aebi Schmidt has established a strong reputation for quality and reliability, with innovative solutions that enhance efficiency and sustainability through its technological features.

•Airport & Chassis. Primarily Airport Maintenance Teams rely on Schmidt Technology for decades. Its jet, compact and high-speed sweepers, sprayers and blowers provide for airport operations in both winter and summer. Meanwhile they are almost all equipped with state-of-the-art control systems, some of which allow automated or autonomous operations. Schmidt also offers hydraulic equipment and control systems for this line of business .

•Municipal. Schmidt combines a powerful range of expertise across the many municipal requirements in both summer and winter. Schmidt launched its first sweeper in the 1960's and has since incorporated technologies like pre-wetted salt spreading from Nido, narrow-track multipurpose transporters from Ladog, Scandinavian plowing technologies and more from Arctic or Tellefsdal. A constantly growing number of vehicles and solutions do meanwhile also come with full electric drive, supporting municipalities to meet their emission targets.

•Agriculture. Aebi provides solutions to cultivate steep and challenging terrain efficiently and safely. Aebi Slope Tractors, Transporter or Motor Mowers are used by mountain farming businesses, municipalities and contractors.

Trends and Key Factors Affecting Performance

As a manufacturer of vehicles, equipment, and attachments for vehicles, Aebi Schmidt operates within the economic and regulatory environment surrounding the commercial trucks and trailers, snow and ice clearing, street sweeping, airport snow and ice clearing, and agriculture industries. Aebi Schmidt’s performance and results of operations are driven by key external trends and factors, including:

Growing Trucking Industry

Aebi Schmidt’s commercial trucks and trailers business is heavily dependent on the trucking industry. The growth of the business segment is partly driven by the overall growth of the economy. Aebi Schmidt’s ability to capitalize on the increased demand from the trucking industry will significantly impact its sales, sales growth, and financial performance.

Changes in Airport Traffic and Operating Airports

Aebi Schmidt’s airport snow and ice clearing business is dependent on overall airport traffic and the number of operating airports. As Aebi Schmidt provides critical infrastructure for airports to comply with strict safety and operational standards set by aviation authorities, Aebi Schmidt anticipates the need for its equipment to continue as failure by airports to meet these standards due to inadequate snow and ice clearing can result in penalties and operational restrictions. During slower periods of national and global travel, Aebi Schmidt’s business may experience decline due to fewer flights, and airport closures can cause lower demand for its products. However, as demand for air travel increases and airports are built or expanded, Aebi Schmidt expects to have an advantage over its competitors as Aebi Schmidt has existing relationships with airports and a proven track record for providing equipment that is compliant with aviation standards. Aebi Schmidt’s ability to maintain these relationships and provide equipment that meets the needs of airports in various jurisdictions may have a material impact on its future sales and sales growth. Additionally, Aebi Schmidt’s business relies on weather conditions and thrives during periods of heavy snow and icing.

Municipal Growth and Urbanization

Aebi Schmidt’s municipal snow and ice clearing business and municipal street sweeping business is expected to be impacted by increasing urbanization. As municipalities continue to develop and expand, Aebi Schmidt anticipates growth for its business due to increases in roads that require maintenance. As cities expand and populations increase, there is a

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heightened need for effective infrastructure maintenance, including road cleaning, snow removal, and other municipal services. Aebi Schmidt expects that increased urbanization will lead to its ongoing collaboration with municipalities to address their unique needs. Aebi Schmidt’s ability to meet the needs of various municipalities depending on their location and infrastructure may have a material impact on its future sales and sales growth.

Climate Change and Weather Events

Demand for Aebi Schmidt’s snow and ice clearing products are in part affected by climate change and weather events. As temperatures rise, shorter winters and less snow fall could cause a decrease in demand for Aebi Schmidt’s equipment. Aebi Schmidt’s ability to monitor and adapt to different product needs based on the changing climate may have a material impact on its future sales and financial performance. At the same time, sustainability and efficiency play a crucial role in Aebi Schmidt’s operations. Aebi Schmidt’s machines are designed to optimize performance by applying the precise amount of additives needed, ensuring both environmental responsibility and cost-effectiveness.

Price of Raw Materials and Components

Aebi Schmidt sources its raw materials and manufactured components from suppliers both domestically and internationally

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