Blue Bird CORP 8-K Filing

Ticker: BLBD · Form: 8-K · Filed: Apr 2, 2026 · CIK: 0001589526

Sentiment: neutral

Filing Stats: 2,385 words · 10 min read · ~8 pages · Grade level 13.9 · Accepted 2026-04-02 09:21:32

Key Financial Figures

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. Introduction As previously reported in its Form 8-K filed February 17, 2026, Blue Bird Corporation, a Delaware corporation (" Parent "), and its wholly owned subsidiary, Blue Bird Body Company, a Georgia Corporation (collectively " Blue Bird "), entered into an agreement to acquire the 50% interest in the Micro Bird joint venture owned by the Girardin Group. As more fully described below, this transaction closed on April 1, 2026. Micro Bird Entities Share Purchase Agreement On April 1, 2026, Blue Bird completed its acquisition of the remaining 50% of its Micro Bird joint venture enterprise pursuant to the Purchase Agreement dated February 15, 2026 (the " Purchase Agreement "), with the AG 2014 Trust (" AG Trust "), the SG One 2014 Trust (" SG Trust "), and the DG One 2014 Trust (" DG Trust " and collectively with AG Trust and SG Trust, the " Trusts "), Groupe Autobus Girardin Lte, a corporation existing under the federal laws of Canada (" GAG "), Girardin Minibus JV 2 Inc., a corporation existing under the laws of the Province of Qubec (the " MB US Seller " and together with the Trusts and GAG, the " Sellers " and each, a " Seller "). Blue Bird acquired 100% of the issued and outstanding equity securities of Girardin Minibus JV 2 USA Inc., a Delaware corporation (" MB US Target ") and, through its newly formed Canadian subsidiary, MB Exchangeco Inc. (" MB ExchangeCo "), 100% of the issued and outstanding equity securities of Girardin Minibus JV Inc., a corporation existing under the laws of the Province of Qubec (" MB Canada Target " and together with MB US Target, the " Micro Bird Targets " and each, a " Target ") collectively in exchange for an aggregate purchase price of $201,787,193 (the " Purchase Price "). Under the terms of the Purchase Agreement, the Purchase Price was paid as follows: (i) approximately 30% of the Purchase Price paid as cash in the amount of $63,021,286, after closing ad

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. See Item 2.01 of this report as it relates to the issuance of Exchangeable Shares and the Special Voting Share, which disclosure is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 30, 2026, and in connection with the closing of the acquisition contemplated by the Purchase Agreement and the Board Election Agreement entered on April 1, 2026 (the " Board Election Agreement ") , the Board of Directors of Parent appointed Steve Girardin as a Class III Director, effective as of the closing, with a term expiring at the annual stockholder meeting in 2029, and under certain circumstances if Steve Girardin leaves the Board prior to such annual meeting, to appoint Dave Girardin as his replacement through the 2029 annual meeting. Pursuant to the Board Election Agreement, GAG agrees, during such time as Steve Girardin or Dave Girardin is serving on the Board, to vote all securities of Parent held by GAG and its affiliates in accordance with the Board's recommendations. The Board Election Agreement will terminate on the earlier of (i) immediately prior to the 2029 annual stockholder meeting and (ii) 90 days after such time as neither Steve Girardin nor Dave Girardin is serving on the Board. Parent filed the form of Board Election Agreement as Exhibit 2.3 to the current report on Form 8-K filed February 17, 2026, which is incorporated herein by reference. The description of the Board Election Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Board Election Agreement.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 30, 2026, and in connection with the acquisition contemplated by the Purchase Agreement, the Board of Directors of Parent approved the filing of a Certificate of Designation of the Special Voting Share (the " Certificate of Designation ") with the Secretary of State of the State of Delaware. The Certificate of Designation, which was filed and effective on April 1, 2026, creates the new Special Voting Shares providing voting rights to holders of Exchangeable Shares equivalent to the voting rights of Parent common stockholders holding an equivalent number of common shares. The above description of the rights of the Special Voting Share is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this report and incorporated herein by reference. Special Note Regarding Items 2.01, 3.02, 5.02 and 5.03: The Purchase Agreement, Exchange and Support Agreement, Board Election Agreement, and Certificate of Designation are filed to provide investors with information regarding the respective terms of these documents and are not intended to provide any other factual information about Parent, Blue Bird or the Micro Bird Targets. The parties made customary representations, warranties and covenants in these documents, including, but not limited to, the agreement of the parties to indemnify each other for certain breaches of representations and covenants, as well as other matters. The representations and warranties that the parties made to each other are as of specific dates. Except for their status as contractual or (in the case of the Certificate of Designation) corporate documents, these documents are not intended to be a source of factual, business or operational information about any of the parties thereto. The representations and warranties contained in the documents were made only for purposes of the transaction contemplated by

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 2, 2026, Parent issued a press release announcing the closing of its acquisition of the Micro Bird joint venture. A copy of the press release is furnished with this report as Exhibit 99.1. The information furnished in this report under the heading "Item 7.01 Regulation FD Disclosure" (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Exhibit 3.1 Certificate of Designation of Special Voting Preferred Stock . 99.1 Press Release of Blue Bird Corporation dated April 2, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. BLUE BIRD CORPORATION By: /s/ Ted Scartz Name: Ted Scartz Title: Senior Vice President and General Counsel Dated: April 2, 2026

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