SHYF Files S-8 POS, Removes Stock Plan Shares Post-Merger

Rhea-AI Filing Summary

The Shyft Group, Inc. filed Post-Effective Amendment No. 1 to three Form S-8 registration statements (Nos. 333-255240, 333-273352 and 333-288032) to deregister all unsold shares that had been reserved for issuance under its 2016, Amended & Restated 2016 (2023) and 2025 Stock Incentive Plans.

The action follows the July 1, 2025 closing of the merger whereby Badger Merger Sub, Inc. was merged into Shyft, making Shyft a direct wholly-owned subsidiary of ASH US Group, LLC and an indirect wholly-owned subsidiary of Aebi Schmidt Holding AG. As result, Shyft has terminated all offerings of its common stock under the referenced plans and is removing from registration any shares that remained unsold.

• Originally registered share amounts: 1.2 million (2016 Plan), 1.0 million (2023 Plan) and 0.8 million (2025 Plan), plus anti-dilution shares.
• No new securities will be issued; the company is no longer an independent public issuer.
• The filing is administrative; no financial performance data or forward-looking statements are included.

The amendment is signed by Deputy General Counsel Jay Goldbaum pursuant to Rule 478, which permits a single signature for post-effective amendments that only remove securities from registration.

Insights

Securities Counsel

TL;DR: Deregistration confirms merger completion; purely procedural with neutral investment impact.

The amendment removes unsold shares from three S-8 registrations because Shyft is now wholly owned by Aebi Schmidt. This is standard post-merger housekeeping under Rule 478 and Section 7(d) of the Securities Act. No new liabilities are assumed and no capital markets activity will follow. Public shareholders have already been cashed out via the merger consideration disclosed in prior filings. Therefore, the amendment has no direct valuation impact and merely prevents unnecessary SEC filing fees going forward.

Portfolio Manager

TL;DR: Filing signals final step in going-private deal; neutral for former SHYF holders, positive clarity for Aebi Schmidt.

For investors who tracked SHYF, this notice closes the book: the equity incentive pool disappears, eliminating any residual dilution overhang. Because cash/stock consideration was set at merger signing (Dec 2024), today’s deregistration neither creates nor destroys value for former shareholders. It does, however, simplify Aebi Schmidt’s cap table by erasing 3 million potential shares. Impact on market prices is immaterial as SHYF no longer trades.

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

Registration No. 333-255240

Registration No. 333-273352

Registration No. 333-288032

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255240

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-273352

POST- EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-288032

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)

The Shyft Group, Inc. Stock Incentive Plan of 2016

(Amended by the First Amendment to Stock Incentive Plan)

The Shyft Group, Inc. Stock Incentive Plan of 2016

(Amended and Restated Effective May 17, 2023)

The Shyft Group, Inc. Stock Incentive Plan

(Full title of the plan)

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)

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

The Shyft Group, Inc. (the “Registrant”) is filing post-effective amendments (“Post-Effective Amendments”) to the following registration statements on Form S-8 (collectively, the “Registration Statements”) to deregister any and all unsold securities as of the date hereof originally registered by the Registrant pursuant to its Registration Statements:

Registration Statement No. 333-255240, filed with the Securities and Exchange Commission (the “Commission”) on April 15, 2021, with respect to (i) 1,200,000 shares of common stock, no par value per share (“Common Stock”), of the Registrant under The Shyft Group, Inc. 2016 Stock Incentive Plan (the “2016 Plan”) and (ii) an indeterminable number of additional shares of Common Stock that may become issuance under the 2016 Plan as a result of outstanding awards under the 2016 Plan being redeemed by, surrendered to or otherwise reacquired by the Registrant or are cancelled or expire unexercised.

Registration Statement No. 333-273352, filed with the Commission on July 20, 2023, with respect to (i) 1,000,000 shares of Common Stock under The Shyft Group, Inc. Amended and Restated 2016 Stock Incentive Plan, as amended through May 17, 2023 (the “2023 Plan”) and (ii) an indeterminable number of additional shares of Common Stock that may become available for issuance under the Plan to prevent dilution resulting from stock splits, stock distributions or similar transactions or as a result of outstanding awards under the 2023 Plan being redeemed by, surrendered to or otherwise reacquired by the Registrant or are cancelled or expire unexercised.

Registration Statement No. 333-288032, filed with the Commission on June 13, 2025, with respect to (i) 800,000 shares of Common Stock under The Shyft Group, Inc. Stock Incentive Plan (the “2025 Plan”) and (ii) an indeterminable number of additional shares of Common Stock that may become available for issuance under the Plan to prevent dilution resulting from stock splits, stock distributions or similar transactions or as a result of outstanding awards under the 2025 Plan being redeemed by, surrendered to or otherwise reacquired by the Registrant or are cancelled or expire unexercised.

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 Registrant, 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 Registrant (the “Merger”), with Registrant continuing as a direct, wholly-owned subsidiary of Holdco and as an indirect, wholly-owned subsidiary of Aebi Schmidt.

As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements.  The Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration, by means of this Post-Effective Amendments, any and all of the securities registered under the Registration Statements that remained unsold as of the date hereof.  The Registration Statement is hereby amended, as appropriate, to reflect the registration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

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-8 and has duly caused the Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Novi, State of Michigan on July 1, 2025.

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

No other person is required to sign the Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.