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): May 21, 2026

AEBI SCHMIDT HOLDING AG

(Exact Name of Registrant as Specified in Its Charter)

+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:

Securities registered pursuant to Section 12(b) of the Act:

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). ☐

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. ☐

On May 21, 2026, at the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Aebi Schmidt Holding AG (the “Company” or “Aebi Schmidt”), the shareholders of the Company approved the Aebi Schmidt Equity Incentive Plan (the “Plan”).

The Plan authorizes the Company’s Board of Directors (the “Board”) to provide for compensation in the form of restricted share units, performance share units and restricted shares. The purpose of the Plan is to attract, retain and motivate high quality personnel (including members of the Company’s executive board, other employees of the Company, and non-executive Board members) by providing them with equity ownership opportunities and/or performance-based incentives to increase their commitments for and in the best interest of the Company. Subject to adjustment as described in the Plan (and its share counting rules), a total of 3,500,000 shares of common stock, par value $1.00 per share, of the Company are available for awards granted under the Plan, as further described in the Plan. The Plan includes minimum one-year vesting requirements as further described in the Plan.

The Plan permits the Board to make certain performance-based awards to eligible participants under the Plan, which awards may be earned based on the achievement of predetermined performance conditions over the relevant performance period. The performance conditions for such awards will be any applicable business-relevant performance metrics chosen or provided for such awards by the Board.

The Plan also provides that each non-executive Board member will be granted no more than $500,000 in Plan awards and cash fees for such service in any one calendar year as described in the Plan. In general, the Board will administer the Plan and will be able to amend the Plan, subject to certain exceptions, all as described in the Plan. Awards are permitted to be granted under the Plan generally until terminated or amended by the Board.

This description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.

On May 21, 2026, Aebi Schmidt held its Annual Meeting. There were 77,506,125 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting and there were 72,165,360 shares of common stock represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business. Set forth below are the final voting results for each of the proposals submitted to a vote at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 10, 2026. Each of the proposals was approved by the Company’s shareholders.

Proposal 1.

The shareholders approved the audited consolidated financial statements and statutory standalone financial statements for the fiscal year ended December 31, 2025.

Proposal 2.1.

The shareholders approved the allocation of profit available for distribution.

Proposal 2.2.

The shareholders approved the distribution of dividend (as a repayment of statutory reserves, by way of allocation to a dividend reserve).

Proposal 3.

The shareholders approved the discharge of liability for the Board of Directors and Executive Management for the fiscal year ended December 31, 2025.

Proposal 4.

The shareholders approved an Amendment to the Articles of Association to (i) reduce the minimum number of directors to five and the maximum number of directors to nine and (ii) amend the nomination rights of PCS Holding AG. A copy of the Company’s current Articles of Association is attached hereto as Exhibit 3.1.

Proposal 5.1.

The shareholders approved the election of the Board of Directors.

Proposal 5.2.

The shareholders approved the election of Barend Fruithof as the Chair of the Board of Directors.

Proposal 6.

The shareholders approved the election of the Human Resources and Compensation Committee of the Board of Directors.

Proposal 7.

The shareholders approved the election of PricewaterhouseCoopers AG (Zurich) as statutory auditor.

Proposal 8.

The shareholders approved the election of Anwaltskanzlei Keller AG as independent proxy.

Proposal 9.1.

The shareholders approved, on a non-binding advisory basis, the compensation of named executive officers under U.S. securities law requirements.

Proposal 9.2.

The shareholders approved, on a non-binding advisory basis, the frequency of future non-binding advisory votes to approve the compensation of named executive officers.

Proposal 9.3.

The shareholders approved, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025.

Proposal 9.4.

The shareholders approved the maximum compensation of the Board of Directors until the 2027 annual general meeting.

Proposal 9.5.

The shareholders approved the maximum compensation of Executive Management for the fiscal year ending December 31, 2027.

Proposal 10.

The shareholders approved the Aebi Schmidt Equity Incentive Plan.

Proposal 11.

The shareholders approved the Swiss Statutory Non-Financial Matters Report.

On May 21, 2026, the Company issued the press release attached hereto as Exhibit 99.1 regarding the results of the Annual Meeting.

The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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.