Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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In accordance with Rule 14(a)-6(d) under Regulation 14A of the Securities Exchange Act of 1934, as amended, please be advised that Aebi Schmidt Holding AG intends to release definitive copies of this proxy statement to shareholders on or about April 10, 2026.

The 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Aebi Schmidt Holding AG (the “Company” or “Aebi Schmidt”) will be held at Boulevard Lilienthal 8 (Entrance / Eingang Auditorium), 8152 Glattpark, Switzerland, at 10:00 a.m. Central European Summer Time on Thursday, May 21, 2026. The proxy statement and form of proxy for the Annual Meeting are first being made available to shareholders on or around April 10, 2026. The purpose of the Annual Meeting is to consider and vote on the following agenda items:

The Board of Directors has fixed the close of business on March 25, 2026 as the record date (the “Record Date”) for determining stockholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting; provided, however, if you are a shareholder of record on the Record Date but sell your shares prior to May 11, 2026, you will not be entitled to vote those shares at the Annual Meeting.

Notice of Internet Availability of Proxy Materials. Shareholders of record are being mailed, on or around April 10, 2026, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “Annual Report”) on the Internet, and if they prefer, how to request paper copies of these materials. The Proxy Statement and Aebi Schmidt’s Annual Report are available free of charge on our website in the “Annual General Meeting 2026” section of www.aebi-schmidt.com/investors or www.proxyvote.com.

See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by May 14, 2026 by following the instructions in this proxy statement.

Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Aebi Schmidt encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs.

By Order of the Board of Directors,

Thomas Schenkirsch

Aebi Schmidt does not incorporate into this document the contents of any website or the documents referred to in this proxy statement.

Throughout this proxy statement, we refer to certain non-GAAP measures, including Adjusted EBITDA, Adjusted EBITDA Margin and Net Debt, to supplement our reporting of financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”), and to separate the impact of certain items from the underlying business. Because Aebi Schmidt uses these adjusted financial results in the management of its business, we believe this supplemental information is useful to investors for their independent evaluation and understanding of Aebi Schmidt’s underlying business performance and the performance of its management. To aid investors and analysts with year-over-year comparability for the combined business of Aebi Schmidt and Shyft, the Company has also presented certain of these non-GAAP financial measures on a “Combined” basis. Combined non-GAAP financial measures include results for both Aebi Schmidt and Shyft on a combined basis inclusive of periods prior to the July 1, 2025 Acquisition. Information presented on a combined basis does not reflect pro-forma adjustments or other adjustments for costs related to integration activities, cost savings or synergies that have been or may be achieved if the business combination occurred on January 1, 2024. The non-GAAP financial measures described above are in addition to, and not meant to be considered superior to, or a substitute for, Aebi Schmidt’s financial statements prepared in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. Also, other companies might calculate these measures differently. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP measures included in the reconciliation tables set forth in Appendix of this proxy statement. In addition, the non-GAAP financial measures included in this proxy statement reflect management’s judgment of particular items, and may be different from, and therefore may not be comparable to, similarly titled measures reported by other companies.

This summary highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider. Please read this entire proxy statement carefully before voting.

Aebi Schmidt is a world-class specialty vehicles leader, positioned to accelerate growth and drive exceptional value.

At Aebi Schmidt, our values are more than words – they are action-oriented principles. We empower our people to thrive, lead with integrity, and drive lasting impact through operational excellence, customer focus and bold thinking.

Key achievements of Aebi Schmidt during the year included:

On July 1, 2025, Aebi Schmidt completed the acquisition of The Shyft Group, Inc. (“Shyft”), a niche market leader in specialty vehicle manufacturing and assembly for the commercial and recreational vehicle industries (the “Acquisition”). The Acquisition was completed pursuant to the terms of an Agreement and Plan of Merger, dated as of December 16, 2024 (the “Merger Agreement”), by and among Shyft, Aebi Schmidt, ASH U.S. Group, LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Aebi Schmidt (“Holdco”), and Badger Merger Sub, Inc., a Michigan corporation and direct, wholly owned subsidiary of Holdco. Shyft is now an indirect, wholly owned subsidiary of Aebi Schmidt. Upon completion of the Acquisition, Aebi Schmidt common stock immediately became available for trading on Nasdaq.

The Acquisition further solidified Aebi Schmidt’s position as a global specialty vehicles leader. With the addition of Shyft, Aebi Schmidt expanded its geographical footprint and market share in North America and enhanced its ability to provide customized vehicle solutions, including walk-in-vans, truck bodies, and luxury Class A diesel motorhome custom chassis, to a diverse clientele.

Since completion of the Acquisition and pursuant to the terms of the Merger Agreement, Aebi Schmidt’s Board of Directors (the “Board”) has consisted of eleven members, six of whom were designated by Aebi Schmidt and five of whom were designated by Shyft. James Sharman, Chair of Shyft’s Board of Directors immediately prior to the Acquisition, serves as Chair of Aebi Schmidt’s Board. Barend Fruithof, Aebi Schmidt’s Group Chief Executive Officer, serves as Vice Chair of the Board. Peter Spuhler, Chair of Aebi Schmidt’s Board immediately prior to the Acquisition, is currently a member of Aebi Schmidt’s Board. Upon completion of the Acquisition, Peter Muri and Maximilian Büttiker resigned from the Board.

Pursuant to that certain Relationship Agreement, dated as of July 1, 2025 (the “PCS Relationship Agreement”), among Aebi Schmidt, Mr. Spuhler and PCS Holding AG, a Swiss Aktiengesellschaft, (“PCS” and together with Mr. Spuhler, the “PCS Parties”), the parties agreed to consider, in good faith, a reduction of the size of the Board to nine directors from and after the Annual Meeting. Consistent with the PCS Relationship Agreement, the Governance Committee reviewed the Board’s size and composition and thereafter recommended to the Board a reduction in the size of the Board. In alignment with the Governance Committee’s recommendation, the Board recommends the shareholders approve the reduction from eleven to eight directors in conjunction with an amendment of PCS Holding AG’s and Peter Spuhlers’ nomination rights as described in Proposal 5.1. Messrs. Sharman and Spuhler and Paul Mascarenas are not standing for re-election at the Annual Meeting. Mr. Fruithof has been nominated as Chair to replace Mr. Sharman.

Mr. Fruithof, Aebi Schmidt’s Group Chief Executive Officer immediately prior to the Acquisition, continues to serve as Aebi Schmidt’s Group Chief Executive Officer.

Marco Portmann, Aebi Schmidt’s Group Chief Financial Officer immediately prior to the Acquisition, continues to serve as Aebi Schmidt’s Group Chief Financial Officer.

Thomas Schenkirsch, Aebi Schmidt’s Head Group Strategic Development and Deputy CEO immediately prior to the Acquisition, was appointed Chief Group Services and Deputy CEO upon completion of the Acquisition.

Steffen Schewerda, Aebi Schmidt’s Chief Executive Officer North America immediately prior to the Acquisition, was appointed President Vehicle Solutions and Chief Executive Officer North America upon completion of the Acquisition.

Henning Schröder, Aebi Schmidt’s Head Sales and Product Management Europe immediately prior to the Acquisition, was appointed Aebi Schmidt’s Chief Executive Officer Europe and Rest of World upon completion of the Acquisition.

Tim Tecklenburg served as Aebi Schmidt’s Group Chief Financial Officer until April 13, 2025 and is included as a named executive officer (“NEO”) in this proxy statement.

Attracting, motivating and retaining a talented and experienced leadership team is a key component of Aebi Schmidt’s long-term success. We are committed to an effective executive compensation program that incorporates sound policies, transparency and best practices to deliver our NEO's annual compensation.

The Board recommends that shareholders vote (i) to approve, on a non-binding advisory basis, the compensation for our NEOs, (ii) to approve, on a non-binding advisory basis, the frequency of every year for future non-binding advisory votes to approve the compensation of our NEOs, (iii) to approve, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025 and (iv) to approve the maximum compensation of executive management for the fiscal year ending December 31, 2027, in each case, as disclosed in this proxy statement.

For more information on our executive compensation program and the 2025 compensation of our NEOs, see the section titled “Compensation Discussion and Analysis” beginning on page 58.

Aebi Schmidt proactively engages with shareholders throughout the year to better understand their priorities and perspectives on significant issues, including Aebi Schmidt’s performance and strategy, executive compensation, corporate governance, shareholder proposals and environmental and social matters. Members of our senior management lead our shareholder engagement and Aebi Schmidt and its Board consider feedback and insights from shareholders and other stakeholders as we review our practices and disclosures. This shareholder engagement includes attending sell-side conferences, attending industry tradeshows, quarterly earnings calls, individual meetings with shareholders and giving facility tours to investors.

Aebi Schmidt operates under a corporate governance framework designed to be a flexible working structure for principled actions, effective decision-making and appropriate monitoring of both compliance and performance. Aebi Schmidt’s key governance documents are available at www.aebi-schmidt.com/corporategovernance.

Aebi Schmidt’s Board is entrusted with the ultimate direction, supervision and control of the management of Aebi Schmidt and seeks to ensure that the long-term interests of shareholders are served. Directors are expected to take a proactive, focused approach to their position to ensure Aebi Schmidt is committed to business success through the maintenance of high standards of responsibility and ethics.

Aebi Schmidt’s Organizational Regulations require a majority of the Board’s members to be independent. The Board has determined that a majority of the Board’s members are independent under applicable rules of Nasdaq. Peter Muri who served as a member of the Board during 2025, was previously determined by the Board to be independent.

Aebi Schmidt’s Board has a standing Audit Committee (the “Audit Committee”), Human Resources and Compensation Committee (the “Compensation Committee”), and Governance and Sustainability Committee (the “Governance Committee”). The Board has determined that all committee members are independent under applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Aebi Schmidt regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Aebi Schmidt’s Board and its committees are intended to leverage the diverse perspectives of the Board’s members and promote effective oversight.

Aebi Schmidt is overseen by directors with diverse skills, qualities, attributes and experiences that effectively address its evolving needs and represent the best interests of Aebi Schmidt’s shareholders. The Board currently consists of eleven members, each serving a one-year term. Following the Annual Meeting, the Board will consist of eight members.

Following the Annual Meeting, Barend Fruithof shall serve as both Chair and CEO, which the Board believes best serves Aebi Schmidt’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Aebi Schmidt’s shareholders, including its oversight of management and corporate governance matters. The Board believes he has both the critical skills and experience to best perform both roles at this time. The Chair will work closely with Andreas Rickenbacher and Terri Pizzuto, who shall be our Lead Independent Director and Vice Chair, respectively.

The Lead Independent Director will be expected to coordinate the activities of the other independent Board members and serve as the liaison between the Chair and the independent Board members, with whom he can call separate meetings.

The Vice Chair acts as the Chair’s deputy when the Chair is unable to exercise their office. The Vice Chair shall have the same powers and duties as the Chair, but such powers and duties shall be confined to resolutions to be passed during the period of representation.

The Board has appointed Peter Spuhler, who previously served as the Chair of Aebi Schmidt prior to the Acquisition and is a significant shareholder, as Honorary Chairman in recognition of his extraordinary contributions to Aebi Schmidt. In his role as Honorary Chairman, Mr. Spuhler shall have no right to attend Board meetings or any other Board rights and shall receive no compensation.

The current membership and function of each standing committee is described on the following page. Each committee operates under a written charter adopted by the Board, which is available at www.aebi-schmidt.com/corporategovernance. Each committee reviews and assesses its charter annually.

The Governance Committee does not solicit director nominations but will consider recommendations by Aebi Schmidt’s shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are made in accordance with Aebi Schmidt’s Articles of Association, as may be amended from time to time. The Governance Committee will evaluate nominees recommended by shareholders against the same criteria as other director nominees.

The Board has oversight responsibility regarding the assessment of major risks inherent in Aebi Schmidt’s business. Accordingly, the Board reviews management’s efforts to address and mitigate risks, including strategic, regulatory, compliance, operational, financial, reputational and cybersecurity. The Board reviews risk in the context of discussions and management reports at each regular Board meeting. The Board also evaluates risks inherent in significant transactions. While the Board is ultimately responsible for risk oversight, the committees of the Board assist it in fulfilling its oversight responsibilities. The Board’s committees do so by considering risks within their respective areas of expertise.

The Audit Committee oversees risk related to financial matters including internal controls, business conduct and legal and regulatory compliance, including antitrust, cybersecurity and tax matters and has primary responsibility for assisting the Board with risk oversight.

In 2025, the Audit Committee devoted substantial time to the oversight of Aebi Schmidt’s auditing, accounting, and financial reporting processes.

The Compensation Committee oversees risks associated with compensation program design and management development and retention.

In 2025, the Compensation Committee put forth significant effort to the development of Aebi Schmidt’s initial compensation philosophy and incentive programs. While 2025 was a transition year with the completion of the Acquisition, the Compensation Committee focused on establishing a compensation framework that will properly help incentivize and retain talent in 2026 and beyond.

The Governance Committee oversees structural governance and composition matters including recommending to the Board the allocation of oversight responsibilities to the Board committees.

In 2025, the Governance Committee provided direction and oversight of Aebi Schmidt’s sustainability initiatives, which are described in the Company’s sustainability report (available in the “Annual General Meeting 2026” section of www.aebi-schmidt.com/investors).

At each regular Board meeting, the Board receives reports on significant committee activities, including oversight of risks addressed by each committee. In addition, risk management is incorporated in Aebi Schmidt’s annual strategic planning process, which is periodically reviewed by the Board. The Board also periodically reviews with management Aebi Schmidt’s insurance program and policies.

Management plays an important role in implementing the processes and procedures designed to mitigate risk and assist the Board in the exercise of its oversight function. In addition to the daily risk management processes of management, Aebi Schmidt uses an enterprise risk management prioritization approach, involving risk ranking and assessment of management progress in monitoring and mitigating key identified risks, including financial, operational, compliance and reputational risks.

Compliance and Business Conduct

Aebi Schmidt’s Group General Counsel oversees our corporate ethics and compliance program (including a review with the Governance Committee as to program effectiveness at least annually), our Code of Conduct training and compliance with Aebi Schmidt’s policies, standards and procedures. The Group General Counsel reports to the Audit Committee regarding Code of Conduct matters related to accounting or auditing concerns and to the Governance Committee regarding all other Code of Conduct concerns.

Environment

The Governance Committee’s oversight of Aebi Schmidt’s strategies relating to sustainability includes reviewing and discussing environmental matters with Aebi Schmidt’s Group Chief Financial Officer, who is responsible for coordinating activities related to minimizing Aebi Schmidt’s impact on the environment. This oversight includes Governance Committee input into Aebi Schmidt’s sustainability priorities and strategies, and review of Aebi Schmidt’s annual sustainability report.

Human Rights

On December 2, 2025, the Board adopted Aebi Schmidt’s human rights policy, with an effective date of January 1, 2026. The policy governs how we treat all stakeholders, including our customers, employees, business partners and participants in our supply chain. The Board is responsible for overseeing and periodically reviewing our human rights policy. Aebi Schmidt’s Group General Counsel is responsible for its ongoing implementation and reports to the Board and its committees on any significant related issues.

People

The Board takes an active role in overseeing matters related to our people, including with respect to culture and engagement, talent recruitment, development, retention and inclusion. On a regular basis, our Chief Group Services reports to the Compensation Committee on talent-related developments and risks.

Additionally, Aebi Schmidt’s Compensation Committee oversees risks related to Aebi Schmidt’s compensation programs. Each year, the Compensation Committee evaluates whether the design and operation of Aebi Schmidt’s compensation programs and policies encourage management to take unnecessary or excessive risks. In assessing Aebi Schmidt’s compensation programs for risk, the Compensation Committee evaluates program features that mitigate against potential risks for our executive officers, such as fixed base salaries; goals that are tied to specific company financial measures and payout caps for the annual cash incentive program; clawback provisions for our cash and equity incentives; and the type and quantity of long-term equity incentives. In its annual review, the Compensation Committee concluded that Aebi Schmidt’s compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation, and do not encourage short-term risk taking at the expense of long-term results.

Supply Chain

The Board reviews management reports regarding Aebi Schmidt’s supply chain and operations. These records include updates from Aebi Schmidt’s business segment leadership on the performance and management of our supply chain with a focus on potential operational impacts.

Regulatory Compliance

The Board, through the Audit Committee, takes an active role in overseeing legal and regulatory risks related to Aebi Schmidt's business. The Board receives regular updates from Aebi Schmidt’s Group General Counsel on legal and regulatory developments affecting the Company, including updates on government investigations, litigation, and other legal proceedings.

Aebi Schmidt is committed to ongoing constructive and meaningful engagement with our shareholders to drive accountability to our shareholders.

The management team conducts shareholder outreach throughout the year to ensure management and the Board understand and consider the issues that matter most to our shareholders and reflect the insights and perspectives of our many stakeholders.

Investor conferences, industry trade shows, and individual communications with our shareholders provide the opportunity for them to interact directly with management.

These engagements allow us to receive feedback concerning our operational and financial results, board composition, executive compensation, human capital management and sustainability matters, along with other topics of interest to shareholders. We greatly value our relationships with our shareholders and hearing their feedback directly.

In addition, we host a quarterly earnings call during which our executive management team responds to analyst questions regarding both historical results and forward-looking information. In addition to the required reports we file with the SEC, we make available on our website earnings analyst packages, investor presentations, and other reports with supplementary financial and operational information. In addition to having a dedicated Investor Relations function that receives and responds to shareholder outreach, we also provide a means for shareholders to communicate directly with our Board, as provided under “Communication with Directors” on page 14.

Aebi Schmidt’s Board currently consists of eleven directors. The members of the Board serve for one-year terms, as required under Swiss law, and are elected by our shareholders each year. Directors actively participate in Board and committee meetings. Meeting materials are distributed in advance of each regular Board meeting so that directors can prepare for meeting discussions.

The Board met three times during 2025. Each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2025 and (ii) the total number of meetings held by each committee of the Board on which the member served during 2025.

The Annual Meeting will be our first annual general meeting of our shareholders. We do not have a formal policy regarding attendance by directors at our annual general meeting of shareholders.

The Board has three standing committees: Audit, Compensation and Governance. Each standing committee has a charter adopted by the Board. Each committee chair gives a committee report to the full Board at each regular Board meeting. The Board annually elects each committee’s members and chair. Each committee has the authority to retain, approve fees for and terminate advisors as it deems necessary to assist in the fulfillment of its responsibilities.

The Board intends to conduct an annual self-evaluations to assess whether the Board, its committees and each member of the Board are working effectively and to provide an opportunity to reflect upon and improve processes and effectiveness. Due to the mid-year timing of the Acquisition, the Board will conduct its initial self-evaluation in 2026.

The Governance Committee will design and establish the overall evaluation framework, and the Board Chair and Governance Committee chair, respectively, will lead the feedback session. Topics covered in the evaluation process are expected to include the effectiveness and performance of the Board and its committees; Board and committee composition and refreshment; timing, agenda and content of Board and committee meetings; Board dynamics and function; peer contributions; and executive succession planning. A summary identifying any themes or issues that emerged will be presented to the Board on an anonymous basis.

Aebi Schmidt’s Organizational Regulations require that the Board annually determine whether its directors are independent. Nasdaq’s rules require that the Board affirmatively determine that a director does not have a relationship that would interfere with the exercise of a director’s independent judgment. Based on the evaluations performed and recommendations made by the Governance Committee, the Board has determined that the following directors are independent, which consists of the majority of directors on the Board: James Sharman, Patrick Schaub, Andreas Rickenbacher, Paul Mascarenas, Michael Dinkins, Angela Freeman and Terri Pizzuto. In reaching the determination that Ms. Freeman is independent, the Board considered that, during 2025, Aebi Schmidt conducted business in the ordinary course with C.H. Robinson Worldwide, Inc., a global provider of multimodal transportation services and third-party logistics, where Ms. Freeman serves as the Chief Human Resources and ESG Officer, and concluded that it did not impair Ms. Freeman’s independence.

The Board has adopted written policies and procedures with respect to related party transactions, as defined in Item 404 of Regulation S-K under the Exchange Act. Any proposed related party transaction must be reviewed and approved by the full Board. Aebi Schmidt’s Organizational Regulations require that all conflicts of interest involving a member of the Board or executive management, including conflicts of interest that constitute related party transactions be reported to and reviewed by the Audit Committee in accordance with the terms of its charter.

On July 1, 2025, we entered into the PCS Relationship Agreement. Prior to the Annual Meeting, we intend on amending the PCS Relationship Agreement to modify the rights of the PCS Parties to nominate members of the Board, as described below in Proposal 4. As proposed to be amended, pursuant to the PCS Relationship Agreement, among other things:

On July 1, 2025, we also entered into a Relationship Agreement with each of Gebuka AG (“Gebuka”) and Mr. Fruithof, each of which is based on the same form as the PCS Relationship Agreement, except that, among other differences, each of Gebuka and Mr. Fruithof will not have any right to designate any individual for nomination to our Board and will not be entitled to the information rights provided to PCS under the PCS Relationship Agreement.

On July 1, 2025, we entered into a Registration Rights Agreement with the PCS Parties and Gebuka pursuant to which, among other things, we agreed to (i) provide certain demand and “piggy-back” registration rights with respect to certain shares of common stock owned by such holders and (ii) if we are eligible to use Form S-3 or F-3, file a resale shelf registration statement on Form S-3 or F-3, as applicable, covering our common stock owned by such holders on demand.

PCS has extended unsecured shareholder loans in 2015 and 2018 to Aebi Schmidt (the “Shareholder Loans”). The Shareholder Loans were amended and restated in December 2021. The 2015 Shareholder Loan from PCS is for an aggregate principal amount of $17.1 million and the 2018 Shareholder Loan from PCS is for an aggregate principal amount of $17.6 million. The interest expense paid to PCS under the 2015 Shareholder Loan was $410,950 and the interest expense paid to PCS under the 2018 Shareholder Loan was $423,485.

Mr. Spuhler is an entrepreneur and investor with significant and diverse holdings. From time to time, entities which Mr. Spuhler controls or in which Mr. Spuhler has significant investments have entered into, and in the future may enter into, commercial transactions with Aebi Schmidt or its subsidiaries on arms-length terms. On July 1, 2025, Aebi Schmidt moved its Zurich office to a new office building owned by Allreal. Mr. Spuhler beneficially owns approximately 4.33% of Allreal and is a member of its board of directors. Aebi Schmidt pays a fair market rent and the lease is otherwise on arms-length terms. During 2025, Stadler Rail, a Swiss manufacturer of railway rolling stock listed on the SIX Swiss Exchange, purchased materials from Aebi Schmidt in an aggregate amount of $6,793,829 on arms-length terms. Mr. Spuhler is a significant shareholder of Stadler Rail. Martin Ritter is the CEO of Stadler US, Inc., a U.S. subsidiary of Stadler Rail. Additionally, during 2025, Innflow AG, a Swiss IT consulting company in which Mr. Spuhler is a significant shareholder, provided IT services to Aebi Schmidt in an aggregate amount of $915,490 on arms-length terms.

Any shareholder or other interested party may communicate with our directors, individually or as a group, by contacting Aebi Schmidt’s Investor Relations team. The contact information is maintained through Aebi Schmidt’s website at www.aebi-schmidt.com/investors.

Inquiries may also be addressed as follows:

Communications will be forwarded to the relevant director(s) except for solicitations or other matters not related to Aebi Schmidt.

Aebi Schmidt seeks to conduct business ethically, honestly, and in compliance with laws. Aebi Schmidt’s Codes of Conduct detail the principles that guide Aebi Schmidt’s business practices – transparency, respect, confidentiality and compliance. The Codes of Conduct apply to all employees, including Aebi Schmidt’s Group Chief Executive Officer, as well as the Board. Aebi Schmidt expects its suppliers, contractors, consultants and other business partners to follow the principles set forth in the Codes of Conduct when providing goods and services to Aebi Schmidt or acting on its behalf. The Codes of Conduct are available at www.aebi-schmidt.com/corporategovernance.

Aebi Schmidt’s Group General Counsel is responsible for managing oversight of the Codes of Conduct. Employees and members of the Board are required to complete training on the Codes of Conduct upon joining Aebi Schmidt and annually thereafter.

The following documents are available through the Corporate Governance page of our website at www.aebi-schmidt.com/corporategovernance.

If you prefer to receive printed copies of these documents, please send a written request to Investor Relations.

Aebi Schmidt has adopted insider trading policies and procedures applicable to its directors, officers and employees, and has implemented processes for Aebi Schmidt, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable stock exchange listing standards in connection with the purchase, sale and/or other disposition of Aebi Schmidt securities.

As part of Aebi Schmidt’s Insider Trading Policy, we prohibit directors, officers and other employees from (1) engaging in short sales of any Aebi Schmidt securities and (2) engaging in hedging or similar transactions involving any Aebi Schmidt securities, including option contracts, puts, calls, straddles, collars, hedges, swaps, forward contracts, exchange funds or any transactions that hedge or offset, or are designed to hedge or offset, any decrease in market value of any Aebi Schmidt securities. These restrictions also apply to each employee and director’s family members and others living in their household and entities that are directed by or subject to the employee’s or director’s influence or control.

Aebi Schmidt’s anti-pledging policy prohibits our directors and executive officers, including NEOs, from purchasing Aebi Schmidt securities on margin, holding Aebi Schmidt securities in a margin account or pledging Aebi Schmidt securities as collateral for a loan.

Proposal 1

The Board proposes and recommends that the shareholders approve our consolidated financial statements and statutory financial statements for the fiscal year ended December 31, 2025.

Pursuant to Article 698 of the Swiss Code of Obligations, the management report (except where the company establishes consolidated financial statements pursuant to a recognized international accounting standard such as U.S. GAAP), the statutory standalone financial statements and, if applicable, the consolidated financial statements of a company with regard to the preceding financial year must be submitted to shareholders for approval at each annual general meeting of shareholders. Aebi Schmidt’s consolidated financial statements are prepared in accordance with U.S. GAAP and therefore, Aebi Schmidt is not required to submit the management report to a shareholder vote.

The consolidated financial statements are included in our Annual Report for the fiscal year ended December 31, 2025, which is part of the proxy materials we provide. The statutory financial statements are available through the “Annual General Meeting 2026” section of our website at www.aebi-schmidt.com/investors.

Copies of our Annual Report and this proxy statement will be available to all shareholders entitled to vote at the Annual Meeting, on the Internet at www.proxyvote.com on or about April 10, 2026.

Aebi Schmidt’s statutory auditor, PricewaterhouseCoopers AG (Zurich), has expressed its unqualified opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Aebi Schmidt as of December 31, 2025, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.

Representatives of PricewaterhouseCoopers AG (Zurich) are expected to be present at the Annual Meeting. Such representatives will have an opportunity to make a statement if they wish and will also be available to answer questions.

If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Proposals 2.1 and 2.2.

Proposal 2.1

The Board proposes and recommends that the shareholders approve that Aebi Schmidt's profit be carried forward.

The below table shows the appropriation of available earnings as proposed by the Board for the fiscal year ended December 31, 2025. These amounts reflect Aebi Schmidt Holding AG’s financial results as reported in its statutory standalone financial statements for the fiscal year ended December 31, 2025. The statutory standalone financial statements, available in the “Annual General Meeting 2026” section of www.aebi-schmidt.com/investors, were prepared in accordance with the Swiss Code of Obligations.

Under Swiss law, the allocation of Aebi Schmidt’s profit or loss must be submitted to shareholders for approval at each annual general meeting.

The Board believes that it is in the best interests of Aebi Schmidt and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.

The Company’s statutory auditor, PricewaterhouseCoopers AG (Zurich), has confirmed, in its audit report on the statutory financial statements of Aebi Schmidt for the fiscal year ended December 31, 2025, that the proposed allocation of profit complies with Swiss law and the Company’s Articles of Association.

Accordingly, the Board is proposing that all profit at the disposal of the Annual Meeting be carried forward. Additionally, the Board is also proposing a dividend to shareholders under Proposal 2.2.

If shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Proposal 2.2

The Board proposes and recommends that the shareholders approve an annual dividend of up to USD $0.10 per share (the “Annual Dividend”), to be paid in installments as determined by the Board from a separate dividend reserve sub-account.

Under this proposed process for a dividend, shareholders fix an aggregate USD amount to be allocated from our capital contribution reserves to a separate dividend reserve sub-account, where the amount will be available for the payment of dividends. The Board proposes that the maximum amount legally available to pay the annual dividend be USD $10 million.

If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contribution reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account (the “Dividend Reserve”).

Following shareholder approval, the Board is authorized to use the Dividend Reserve to distribute the Annual Dividend to shareholders in installments up to a maximum of USD $0.10 per share. The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain from paying it) in one or more installments, until the date of the 2027 annual general meeting.

The Board currently expects to pay the full USD $0.10 per share of the Annual Dividend in four equal quarterly installments of USD $0.025 each.

The Board proposes:

If the Board deems it advisable for Aebi Schmidt, the Board shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board to distribute the installments from the Dividend Reserve will expire on the date of the 2027 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.

If the shareholders do not approve this proposal, then Aebi Schmidt will be prohibited from paying a dividend to shareholders. In such a case, the Board will consider the reasons the shareholders did not approve the proposal, if known, and may call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Proposal 3

The Board proposes and recommends that the shareholders discharge the liability of the Board and executive management for the fiscal year ended December 31, 2025.

In accordance with Swiss law and Aebi Schmidt’s Articles of Association, shareholders are requested to discharge the members of the Board and executive management from liability for their activities during the fiscal year ended December 31, 2025. This discharge is not for liability relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this proposal are not bound by the result for a period ending 12 months after the Annual Meeting.

This proposal requires the affirmative vote of a majority of the votes cast (in person or by proxy) at the Annual Meeting, not counting the votes of any director, nominee or executive officer of Aebi Schmidt or any votes represented by Aebi Schmidt, or abstentions, broker non-votes or blank or invalid ballots.

Proposal 4

The Board proposes and recommends that the shareholders approve an amendment to the Articles of Association to reduce the minimum number of directors to five and maximum number of directors to nine as well as an amendment of certain nomination rights held by the PCS Parties.

In accordance with Swiss law and Aebi Schmidt’s Articles of Association, the Board proposes that Article 15 of the Articles of Association be amended to reduce the number of members of the Board of Directors from "at least nine and not more than eleven" to "at least five and not more than nine". While this provision in the Articles of Association provides for more flexibility in terms of the composition of the Board, there is currently no intention of nominating less than eight members to the Board. Also, prior to the Annual Meeting, the Company and the PCS Parties anticipate amending the PCS Relationship Agreement to (i) provide that the Board of Directors shall consist of at least eight members and (ii) amend the rights of the PCS Parties to nominate members of the Board of Directors to take into account a potentially reduced size of the Board. Accordingly, in view of the change to Article 15 of the Articles of Association and the amendment of the rights of the PCS Parties to nominate members of the Board of Directors pursuant to the PCS Relationship Agreement, the Board proposes that Article 16 also be amended to reflect the changes to the PCS Parties’ nomination rights.

The following table shows the proposed amendments of the Articles of Association of Aebi Schmidt. The left column of the table shows the current version of the Articles of Association with the proposed deletions in red and the proposed additions in blue. The right column of the table contains the revised version of the Articles of Association after and subject to approval by the Annual Meeting. Articles and paragraphs of articles to which no amendments are made are not included in the table.

Proposal 5.1

The Board proposes and recommends that the shareholders elect each of the director nominees listed below to the Board until the 2027 annual general meeting.

The Governance Committee and the Board consider the experience, mix of skills and other qualities of the existing Board to ensure appropriate Board composition. The Governance Committee and the Board believe that directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Governance Committee and the Board seek to ensure the Board includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to Aebi Schmidt’s business.

The Board believes that the director nominees have an appropriate balance of knowledge, experience, attributes, skills and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director nominee satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. Further, each director nominee brings a strong background and set of skills to the Board, giving the Board competence and experience in a wide variety of areas.