---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-024294"
form_type: "8-K"
ticker: "AEBI"
cik: "0002048519"
company_name: "Aebi Schmidt Holding AG"
filed_at: "2025-07-01T23:59:59+00:00"
generated_at: "2026-05-18T10:54:40.946502+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Aebi Schmidt completes merger with Shyft Group; combined sales ~$2B, NASDAQ listing starts July 2

## Summary
- Merger closed July 1, 2025; each Shyft share converted into 1.040166432 Aebi Schmidt shares.
- Combined company ‘Aebi Schmidt Group’ has ~$2B annual sales, 70+ locations worldwide (40 in US).
- Shares trade on NASDAQ under AEBI (regular-way from July 2); when-issued AEBIV started July 1.
- New $600M credit facilities closed: $350M term loan plus $250M revolver refinancing existing debt.
- Board expanded with five former Shyft directors; James Sharman named Chair; Barend Fruithof remains CEO.

## SEC filing metadata
- accession: 0001140361-25-024294
- form_type: 8-K
- ticker: AEBI
- cik: 0002048519
- company_name: Aebi Schmidt Holding AG
- filed_at: 2025-07-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 5.02, 5.03, 5.05, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/ny20051374x1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-024294
- JSON: https://secwatch.observer/filing/0001140361-25-024294.json
- Plain text: https://secwatch.observer/filing/0001140361-25-024294.txt

## Key facts
- Debt Financings
  Aebi Schmidt Holding AG incurred credit facility of $600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up with UBS Switzerland AG, Zürcher Kantonalbank.
  - Instrument: credit facility
  - Principal: $600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up
  - Counterparty: UBS Switzerland AG, Zürcher Kantonalbank
  - Event: incurrence
  source text: the new credit facilities under the New Credit Facilities Agreement entered into effect and are providing the Company and its subsidiaries with aggregate facilities of $600,000,000 consisting of (1) a multicurrency senior secured amortizing term loan facility in an aggregate amount of up to $350,000,000 and (2) a multicurrency senior secured revolving loan facility in an aggregate amount of up to $250,000,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm
- Governance Changes
  Aebi Schmidt Holding AG: Amended Articles of Association became effective upon merger consummation (effective 2025-07-01).
  - Change: charter amendment
  - Effective: 2025-07-01
  source text: In connection with the consummation of the Merger, the following organizational documents of the Company entered into effect: • Amended Articles of Association of the Company, effective as of July 1, 2025, which are attached hereto as Exhibit 3.1
  evidence_url: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm
- Governance Changes
  Aebi Schmidt Holding AG: Adopted the Aebi Schmidt Code of Conduct as the code of ethics (effective 2025-07-01).
  - Change: code of ethics
  - Effective: 2025-07-01
  source text: In connection with the consummation of the Merger, the Company adopted the Aebi Schmidt Code of Conduct, effective as of July 1, 2025, which is attached hereto as Exhibit 14.1.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm
- Governance Changes
  Aebi Schmidt Holding AG: Organizational Regulations (bylaws) became effective upon merger consummation (effective 2025-07-01).
  - Change: bylaw amendment
  - Effective: 2025-07-01
  source text: Organizational Regulations of the Company, effective as of July 1, 2025, which are attached hereto as Exhibit 3.2
  evidence_url: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm
- M&A Transactions
  Aebi Schmidt Holding AG completed an acquisition involving The Shyft Group, Inc. (closed 2025-07-01).
  - Action: acquisition
  - Counterparty: The Shyft Group, Inc.
  - Closing: 2025-07-01
  source text: on July 1, 2025, the Merger was completed. Upon the consummation of the Merger, Shyft became a direct, wholly owned subsidiary of Holdco and an indirect, wholly owned subsidiary of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2048519/000114036125024294/0001140361-25-024294-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.