Aebi Schmidt updates PCS board nomination rights

Aebi Schmidt Holding AG filed an 8-K describing an amendment to its Relationship Agreement with PCS Holding AG and Peter Spuhler.

Accepted by SEC EDGAR 04/10/2026 - 04:19 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Aebi Schmidt Holding AG filed an 8-K describing an amendment to its Relationship Agreement with PCS Holding AG and Peter Spuhler. The amendment updates how many directors the PCS Parties may nominate based on their ownership of Aebi Schmidt common stock and permits the Chief Executive Officer to also serve as Chair of the Board.

If the Board has eight members, the PCS Parties may nominate three directors when they own at least 35% of outstanding common shares, two directors at ownership of at least 25% but less than 35%, two directors at least 15% but less than 25%, and one director at least 12.5% but less than 15%.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Ownership threshold for three nominees: at least 35% of outstanding common stock Ownership threshold for two nominees (upper band): at least 25% but less than 35% Ownership threshold for two nominees (lower band): at least 15% but less than 25% +3 more

6 metrics

Ownership threshold for three nominees at least 35% of outstanding common stock PCS Parties’ right to nominate three directors on an eight-member Board

Ownership threshold for two nominees (upper band) at least 25% but less than 35% PCS Parties’ right to nominate two directors on an eight-member Board

Ownership threshold for two nominees (lower band) at least 15% but less than 25% PCS Parties’ alternative right to nominate two directors

Ownership threshold for one nominee at least 12.5% but less than 15% PCS Parties’ right to nominate one director

Board size reference eight members Condition under which the specified nomination rights apply

Amendment date April 7, 2026 Date of Amendment No. 1 to the Relationship Agreement

Key Terms

Relationship Agreement, Board of Directors, emerging growth company, Exhibit 10.1

4 terms

Relationship Agreement regulatory

"entered into a Relationship Agreement (the “Relationship Agreement”), which provided certain rights"

Board of Directors financial

"provide that, if Aebi Schmidt’s Board of Directors (the “Board”) consists of eight members"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Exhibit 10.1 regulatory

"Amendment No. 1 to the Relationship Agreement, by and among Aebi Schmidt, PCS Holding AG and Peter Spuhler, dated April 7, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did Aebi Schmidt (AEBI) disclose in this 8-K?

Aebi Schmidt disclosed an amendment to its Relationship Agreement with PCS Holding AG and Peter Spuhler. The amendment revises PCS Parties’ rights to nominate directors based on ownership levels and allows the Chief Executive Officer to also serve as Chair of the Board.

How do PCS Parties’ director nomination rights at Aebi Schmidt (AEBI) now work?

If the Board has eight members, PCS Parties may nominate three directors at least 35% ownership, two directors at least 25% but under 35%, two directors at least 15% but under 25%, and one director at least 12.5% but under 15% of outstanding common stock.

When was Amendment No. 1 to the Aebi Schmidt (AEBI) Relationship Agreement signed?

Amendment No. 1 to the Relationship Agreement among Aebi Schmidt, PCS Holding AG and Peter Spuhler was dated April 7, 2026. The company later filed an 8-K to describe this amendment and attached the full text as Exhibit 10.1 for reference.

Who are the PCS Parties mentioned in Aebi Schmidt’s (AEBI) 8-K filing?

The PCS Parties are defined as PCS Holding AG and Peter Spuhler. They are parties to the Relationship Agreement with Aebi Schmidt and hold Aebi Schmidt common stock, which gives them rights to nominate directors based on specified ownership thresholds.

What board leadership structure change did Aebi Schmidt (AEBI) permit?

The amendment allows Aebi Schmidt’s Chief Executive Officer to also serve as Chair of the Board. This change formally permits combining the top executive role and board chair position under the terms of the updated Relationship Agreement with the PCS Parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): April 7, 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. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 1, 2025, Aebi Schmidt Holding AG (“Aebi Schmidt”), Peter Spuhler and PCS Holding AG (“PCS” and together with Mr. Spuhler, the “PCS Parties”) entered into a Relationship Agreement (the “Relationship Agreement”), which provided certain rights to the PCS Parties in connection with their ownership of Aebi Schmidt common stock, including the right to nominate directors. On April 7, 2026, Aebi Schmidt and the PCS Parties entered into Amendment No. 1 to the Relationship Agreement, which amended the Relationship Agreement to, among other things, (i) provide that, if Aebi Schmidt’s Board of Directors (the “Board”) consists of eight members, then the PCS Parties shall have a right to nominate (a) three directors if they own at least 35% of the outstanding shares of Aebi Schmidt common stock, (b) two directors if they own at least 25% (but less than 35%) of the outstanding shares of Aebi Schmidt common stock, (c) two directors if they own at least 15% (but less than 25%) of the outstanding shares of Aebi Schmidt common stock and (d) one director if they own at least 12.5% (but less than 15%) of the outstanding shares of Aebi Schmidt common stock and (ii) allow the Chief Executive Officer of Aebi Schmidt to also hold the position of Chair of the Board. The foregoing description of Amendment No. 1 to the Relationship Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the text of Amendment No. 1 to the Relationship Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to the Relationship Agreement, by and among Aebi Schmidt, PCS Holding AG and Peter Spuhler, dated April 7, 2026

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

Date: April 10, 2026	AEBI SCHMIDT HOLDING AG

	By:	/s/ Barend Fruithof
	Name:	Barend Fruithof
	Title:	Group CEO

	By:	/s/ Marco Portmann
	Name:	Marco Portmann
	Title:	Group CFO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 48.4 KB