[POS AM] The Shyft Group, Inc. SEC Filing

Rhea-AI Filing Summary

On July 1, 2025, Kirkland's, Inc. (NASDAQ: KIRK) filed an Item 5.02 Form 8-K announcing a planned change in its senior leadership. Effective July 21, 2025, Andrea K. Courtois will become Senior Vice President and Chief Financial Officer, succeeding W. Michael Madden, who is resigning from the CFO post the same day after serving as Executive Vice President and CFO. Mr. Madden will remain an employee until August 15, 2025 to assist with the transition and will receive severance equal to his $400,000 annual base salary through December 31, 2025.

The company states that Madden’s departure is not related to any operational or accounting disagreements. Courtois brings more than two decades of specialty-retail finance experience, most recently as Vice President of FP&A at Francesca’s, and has held senior planning roles at Ann Taylor, JPMorgan Chase (Home Lending), and La Senza. Her compensation package includes: (a) base salary of $325,000, (b) annual bonus opportunity targeted at 60% of salary, (c) long-term incentive eligibility at 60% of salary, (d) 90 days of temporary housing, (e) up to $30,000 relocation reimbursement plus a $35,000 relocation bonus, and (f) participation in standard senior-executive benefit plans.

The filing includes the Separation Agreement with Madden (Exhibit 10.1) and the press release detailing the leadership change (Exhibit 99.1). No related-party transactions or special arrangements influenced Courtois’s selection.

Positive

• Seamless CFO succession with overlap period (Jul 21–Aug 15) limits operational disruption.
• Incoming CFO brings 20+ years of specialty-retail FP&A experience, potentially strengthening financial planning and inventory management.
• No accounting or policy disagreements cited, reducing risk of financial statement issues.

Negative

• Departure of seasoned CFO may introduce short-term leadership uncertainty.
• Severance payments through Dec 31, 2025 add incremental SG&A expense.

Insights

Financial Analyst

TL;DR – Orderly CFO transition; new hire brings retail FP&A depth; minimal near-term financial impact.

Kirkland’s announced the resignation of long-serving CFO W. Michael Madden and appointment of Andrea Courtois effective July 21. The company mitigates execution risk by overlapping both executives through mid-August and clarifies that the exit is unrelated to any accounting concerns, limiting downside perception. Severance of $400k is modest versus KIRK’s SG&A base and one-time in nature. Courtois’ compensation aligns with peers and signals an emphasis on FP&A discipline, critical for a home-décor retailer navigating inventory volatility. Overall, governance appears sound and the transition is unlikely to materially alter near-term earnings guidance.

Corporate Governance Specialist

TL;DR – Transparent disclosure, no red flags; leadership continuity preserved through structured transition.

The 8-K provides full details of both the outgoing CFO’s severance terms and the incoming CFO’s employment package, reflecting good governance practice. Management confirms no disagreements, reducing the risk of restatement or investigative scrutiny. Courtois’ prior roles across multiple retailers support board succession-planning objectives. Severance coverage through year-end is within common market ranges and bound by a formal Separation Agreement filed as an exhibit, enhancing investor visibility. The board’s Compensation Committee retains discretion over future pay adjustments, aligning incentives with performance benchmarks.

As filed with the U.S. Securities and Exchange Commission on July 1, 2025

Registration No. 333-25357

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-25357

UNDER THE SECURITIES ACT OF 1933

The Shyft Group, Inc.

(Exact name of registrant as specified in its charter)

Michigan		38-2078923
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

41280 Bridge Street

Novi, Michigan 48375

(Address, including zip code, of registrant’s principal executive offices)

Jay Goldbaum

Deputy General Counsel

Novi, MI 48375

Telephone: (517) 543-6400

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-3 (the “Registration Statement”) filed by The Shyft Group, Inc., a Michigan corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

• Registration Statement on Form S-3 (No. 333-25357), which was filed on April 17, 1997, in relation to the registration of up to $1,350,000 in aggregate principal amount of the Company’s common stock, par value $0.01 per share (“Common Stock”).

On July 1, 2025, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 16, 2024, by and among the Company, Aebi Schmidt Holding AG, a Switzerland Aktiengesellschaft (“Aebi Schmidt”), ASH US 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 (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly-owned subsidiary of Holdco and as an indirect, wholly-owned subsidiary of Aebi Schmidt.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby terminates the effectiveness of the Registration Statement and removes and withdraws from registration any and all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment No. 1 to the Registration Statement, there will be no remaining securities registered by the Company pursuant to the Registration Statement.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8–K filed with the SEC on December 20, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

	THE SHYFT GROUP, INC.
	By:	/s/ Jay Goldbaum
	Name: Jay Goldbaum
	Title: Deputy General Counsel

FAQ

Why did Kirkland's (KIRK) CFO W. Michael Madden resign?

The filing states Mr. Madden’s departure is voluntary and not related to operations, accounting policies, or disagreements with the company.

Who is Kirkland's new CFO and what is her background?

Andrea K. Courtois, a 20-year retail finance veteran, most recently VP of FP&A at Francesca’s, will become CFO on July 21, 2025.

When will the CFO transition at Kirkland's take effect?

Courtois assumes the CFO role on July 21, 2025, with Madden assisting until August 15, 2025.

How much severance will the outgoing CFO receive?

Mr. Madden will be paid his current $400,000 annual base salary through December 31, 2025.

What compensation package was offered to the incoming CFO?

Courtois will receive a $325,000 base salary, 60% target bonus, 60% long-term incentives, up to $65,000 in relocation benefits, and standard executive benefits.

Were any related-party transactions disclosed regarding the new CFO?

No. The company states no related-party transactions are reportable under Item 404(a).