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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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)
| 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. ☐
EXPLANATORY NOTE
Pursuant to Item 5.07(d) of Form 8-K, Aebi Schmidt Holding AG (the “Company”)
is filing this Amendment No. 1 (this “Amendment”) to its Current Report on Form 8-K originally filed on May 21, 2026 (the
“Initial Form 8-K”). The Initial Form 8-K reported the voting results from the Company’s Annual General Meeting of Shareholders
held on May 21, 2026 (the “Annual Meeting”). The sole purpose of this Amendment is to update the disclosure under “Item
5.07 Submission of Matters to a Vote of Security Holders” to disclose the Company’s determination as to the frequency of future
non-binding advisory votes on the compensation of the Company’s named executive officers. Except for the foregoing, this Amendment
does not modify or update any other disclosure contained in the Initial Form 8-K.
| ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
At the Annual Meeting, the Company’s shareholders voted, on
a non-binding advisory basis, on the frequency of future non-binding advisory votes to approve the compensation of the Company’s
named executive officers (the “Say-on-Frequency Proposal”). As reported in the Initial Form 8-K, the option of “1 Year”
received the highest number of votes cast by shareholders on the Say-on-Frequency Proposal. Based on the results of the non-binding advisory
vote on the Say-on-Frequency Proposal, and consistent with the Board of Directors’ (the “Board”) recommendation, the
Board has determined that the Company will hold a non-binding advisory vote on the compensation of the Company’s named executive
officers every year until the next required shareholder vote on the frequency of non-binding advisory votes on the compensation of the
Company’s named executive officers, which is required to occur no later than the Company’s annual meeting of shareholders
in 2032.
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.
| |
AEBI SCHMIDT HOLDING AG |
| |
|
|
| Date: September 25, 2026 |
By: |
/s/ Barend Fruithof |
| |
Name: |
Barend Fruithof |
| |
Title: |
Group CEO |
| |
|
|
| Date: September 25, 2026 |
By: |
/s/ Marco Portmann |
| |
Name: |
Marco Portmann |
| |
Title: |
Group CFO |
