# Blue Bird Corporation (BLBD) 10-Q SEC filing - Q3 FY2026 - Filed: Aug 5, 2026, 4:14 PM EDT - Fiscal quarter: Q3 FY2026 - Calendar quarter: Q3 2026 - Accession: 0001589526-26-000049 - OpenCapital page: https://www.opencapital.sh/filings/0001589526-26-000049 - Markdown URL: https://www.opencapital.sh/filings/0001589526-26-000049.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/0001589526-26-000049-index.htm ## Filing documents - [10-Q (blbd-20260627.htm)](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/blbd-20260627.htm) - [EX-10.1 (ex101-plicandplacommitment.htm)](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/ex101-plicandplacommitment.htm) - [EX-31.1 (a10q2026q3ex311.htm)](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex311.htm) - [EX-31.2 (a10q2026q3ex312.htm)](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex312.htm) - [EX-32.1 (a10q2026q3ex321.htm)](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex321.htm) --- ## 10-Q SEC source: [blbd-20260627.htm](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/blbd-20260627.htm) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ................................ to ............................................... Commission File Number 001-36267 BLUE BIRD CORPORATION (Exact name of registrant as specified in its charter) Delaware                         46-3891989 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3920 Arkwright Road, 2nd Floor, Macon, Georgia 31210 (Address of principal executive offices and zip code) (478) 822-2801 (Registrant’s telephone number, including area code) 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, $0.0001 par value BLBD NASDAQ Global Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 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 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ At July 31, 2026, 31,676,039 shares of the registrant’s common stock, $0.0001 par value, and 1 share of the registrant's preferred stock, no par value, having voting rights equivalent to 2,702,180 shares of the registrant's common stock, were outstanding. The preferred stock was issued in connection with an acquisition that closed on April 1, 2026. See Notes 12 and 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report for a more detailed discussion of this transaction. BLUE BIRD CORPORATION FORM 10-Q TABLE OF CONTENTS [PART I – FINANCIAL INFORMATION](#ia3083cb4e70e434d866450647b6eb48d_10) [2](#ia3083cb4e70e434d866450647b6eb48d_10) [Item 1. Financial Statements (Unaudited)](#ia3083cb4e70e434d866450647b6eb48d_13) [2](#ia3083cb4e70e434d866450647b6eb48d_13) [Condensed Consolidated Balance Sheets](#ia3083cb4e70e434d866450647b6eb48d_16) [2](#ia3083cb4e70e434d866450647b6eb48d_16) [Condensed Consolidated Statements of Operations](#ia3083cb4e70e434d866450647b6eb48d_22) [3](#ia3083cb4e70e434d866450647b6eb48d_22) [Condensed Consolidated Statements of Comprehensive Income](#ia3083cb4e70e434d866450647b6eb48d_25) [4](#ia3083cb4e70e434d866450647b6eb48d_25) [Condensed Consolidated Statements of Cash Flows](#ia3083cb4e70e434d866450647b6eb48d_28) [5](#ia3083cb4e70e434d866450647b6eb48d_28) [Condensed Consolidated Statements of Stockholders' Equity](#ia3083cb4e70e434d866450647b6eb48d_31) [7](#ia3083cb4e70e434d866450647b6eb48d_31) [Notes to Condensed Consolidated Financial Statements](#ia3083cb4e70e434d866450647b6eb48d_37) [9](#ia3083cb4e70e434d866450647b6eb48d_37) [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.](#ia3083cb4e70e434d866450647b6eb48d_133) [24](#ia3083cb4e70e434d866450647b6eb48d_133) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](#ia3083cb4e70e434d866450647b6eb48d_172) [41](#ia3083cb4e70e434d866450647b6eb48d_172) [Item 4. Controls and Procedures.](#ia3083cb4e70e434d866450647b6eb48d_175) [41](#ia3083cb4e70e434d866450647b6eb48d_175) [PART II – OTHER INFORMATION](#ia3083cb4e70e434d866450647b6eb48d_178) [42](#ia3083cb4e70e434d866450647b6eb48d_178) [Item 1. Legal Proceedings.](#ia3083cb4e70e434d866450647b6eb48d_181) [42](#ia3083cb4e70e434d866450647b6eb48d_181) [Item 1A. Risk Factors.](#ia3083cb4e70e434d866450647b6eb48d_184) [42](#ia3083cb4e70e434d866450647b6eb48d_184) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](#ia3083cb4e70e434d866450647b6eb48d_187) [42](#ia3083cb4e70e434d866450647b6eb48d_187) [Item 5. Other Information.](#ia3083cb4e70e434d866450647b6eb48d_190) [43](#ia3083cb4e70e434d866450647b6eb48d_190) [Item 6. Exhibits](#ia3083cb4e70e434d866450647b6eb48d_193). [44](#ia3083cb4e70e434d866450647b6eb48d_193) [SIGNATURES](#ia3083cb4e70e434d866450647b6eb48d_196) [45](#ia3083cb4e70e434d866450647b6eb48d_196) PART I – FINANCIAL INFORMATION ## Item 1. Financial Statements (Unaudited) **BLUE BIRD CORPORATION AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED BALANCE SHEETS _(Unaudited)_ | (in thousands of dollars, except for share data) | June 27, 2026 | September 27, 2025 | | --- | --- | --- | | Assets | | | | Current assets | | | | Cash and cash equivalents | $116,824 | $229,313 | | Accounts receivable, net | 53,498 | 20,650 | | Inventories | 302,468 | 139,470 | | Other current assets | 40,920 | 22,195 | | Total current assets | $513,710 | $411,628 | | Property, plant and equipment, net | $165,118 | $108,541 | | Goodwill | 264,102 | 18,825 | | Intangible assets, net | 175,826 | 41,685 | | Equity investment in affiliates | 27 | 35,197 | | Deferred tax assets | — | 2,697 | | Finance lease right-of-use assets | 28,664 | — | | Pension (Note 14) | 17,726 | 4,889 | | Other assets | 1,347 | 1,793 | | Total assets | $1,166,520 | $625,255 | | Liabilities and Stockholders' Equity | | | | Current liabilities | | | | Accounts payable | $174,964 | $151,479 | | Warranty | 10,924 | 7,494 | | Accrued expenses | 66,385 | 55,164 | | Deferred warranty income | 12,633 | 11,329 | | Finance lease obligations | 976 | — | | Other current liabilities | 42,464 | 6,333 | | Current portion of long-term debt | 5,000 | 5,000 | | Total current liabilities | $313,346 | $236,799 | | Long-term liabilities | | | | Revolving credit facility | — | — | | Long-term debt | 81,810 | 85,324 | | Warranty | 17,079 | 9,681 | | Deferred warranty income | 24,262 | 22,368 | | Deferred tax liabilities | 32,926 | 5,439 | | Finance lease obligations | 27,965 | — | | Other liabilities | 14,240 | 10,229 | | Total long-term liabilities | $198,282 | $133,041 | | Guarantees, commitments and contingencies (Note 6) | | | | Stockholders' equity | | | | Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at June 27, 2026 and September 27, 2025 | — | — | | Voting preferred stock, no par value, 1 and no shares authorized, issued and outstanding at June 27, 2026 and September 27, 2025, respectively (Note 12) | — | — | | Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,676,039 and 31,884,721 shares issued and outstanding at June 27, 2026 and September 27, 2025, respectively | 3 | 3 | | Exchangeable common stock, no par value, 2,702,180 and no shares authorized, issued and outstanding at June 27, 2026 and September 27, 2025, respectively (Note 12) | — | — | | Additional paid-in capital | 342,115 | 195,466 | | Retained earnings | 313,557 | 88,193 | | Accumulated other comprehensive loss (Note 10) | (783) | (28,247) | | Total stockholders' equity | $654,892 | $255,415 | | Total liabilities and stockholders' equity | $1,166,520 | $625,255 | The accompanying notes are an integral part of these condensed consolidated financial statements. **BLUE BIRD CORPORATION AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS _(Unaudited)_ | (in thousands of dollars except for share data) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Net sales | $517,160 | $398,011 | $1,202,879 | $1,070,734 | | Cost of goods sold | 413,786 | 312,083 | 957,629 | 853,635 | | Gross profit | $103,374 | $85,928 | $245,250 | $217,099 | | Operating expenses | | | | | | Selling, general and administrative expenses | 40,706 | 35,859 | 105,787 | 100,277 | | Operating profit | $62,668 | $50,069 | $139,463 | $116,822 | | Interest expense | (1,964) | (1,738) | (5,075) | (5,466) | | Interest income | 627 | 1,483 | 4,537 | 4,309 | | Other income (expense), net (Notes 13 and 14) | 135,690 | (580) | 132,557 | 2,780 | | Income before income taxes | $197,021 | $49,234 | $271,482 | $118,445 | | Income tax expense | (10,173) | (12,375) | (28,394) | (30,197) | | Equity in net (loss) income of non-consolidated affiliates | (1,593) | (404) | 2,224 | 2,975 | | Net income | $185,255 | $36,455 | $245,312 | $91,223 | | Earnings per share: | | | | | | Basic weighted average shares outstanding | 34,237,303 | 31,556,312 | 32,547,949 | 31,899,623 | | Diluted weighted average shares outstanding | 35,150,916 | 32,581,820 | 33,464,047 | 33,023,743 | | Basic earnings per share | $5.41 | $1.16 | $7.54 | $2.86 | | Diluted earnings per share | $5.27 | $1.12 | $7.33 | $2.76 | The accompanying notes are an integral part of these condensed consolidated financial statements. **BLUE BIRD CORPORATION AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME _(Unaudited)_ | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Net income | $185,255 | $36,455 | $245,312 | $91,223 | | Other comprehensive income, net of tax: | | | | | | Net change in defined benefit pension plan | 27,909 | 53 | 28,089 | 158 | | Net foreign currency translation adjustment | (625) | — | (625) | — | | Total other comprehensive income | $27,284 | $53 | $27,464 | $158 | | Comprehensive income | $212,539 | $36,508 | $272,776 | $91,381 | The accompanying notes are an integral part of these condensed consolidated financial statements. **BLUE BIRD CORPORATION AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS _(Unaudited)_ | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Cash flows from operating activities | | | | Net income | $245,312 | $91,223 | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation and amortization expense | 16,791 | 11,671 | | Non-cash interest expense | 236 | 249 | | Share-based compensation expense | 5,564 | 12,910 | | Equity in net income of non-consolidated affiliates | (2,224) | (2,975) | | Loss on disposal of fixed assets | 52 | 316 | | Deferred income tax expense (benefit) | 95 | (5,442) | | Amortization of deferred actuarial pension losses | 315 | 209 | | Pension plan settlement loss (Note 14) | 19,562 | — | | Gain from acquisition of joint venture (Note 13) | (160,522) | — | | Changes in assets and liabilities: | | | | Accounts receivable | (32,848) | 37,991 | | Inventories | (17,894) | (23,244) | | Other assets | (3,097) | (8,709) | | Accounts payable | 7,663 | 7,305 | | Accrued expenses, pension and other liabilities | 36,372 | (10,408) | | Total adjustments | $(129,935) | $19,873 | | Total cash provided by operating activities | $115,377 | $111,096 | | Cash flows from investing activities | | | | Cash paid for fixed assets | $(22,695) | $(18,215) | | Equity investment in affiliates (Note 11) | (190) | (850) | | Business acquisition, net of cash acquired (Note 13) | (49,641) | — | | Total cash used in investing activities | $(72,526) | $(19,065) | | Cash flows from financing activities | | | | Term loan repayments | $(3,750) | $(3,750) | | Repayment of Micro Bird debt (Note 4) | (129,618) | — | | Principal payments on finance leases | (231) | (981) | | Repurchase of common stock in connection with repurchase programs (Note 12) | (19,948) | (38,993) | | Repurchase of common stock in connection with stock award exercises | (2,574) | (4,412) | | Cash received from stock option exercises | 781 | 1,484 | | Total cash used in financing activities | $(155,340) | $(46,652) | | Change in cash and cash equivalents | (112,489) | 45,379 | | Cash and cash equivalents at beginning of period | 229,313 | 127,687 | | Cash and cash equivalents at end of period | $116,824 | $173,066 | | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Supplemental disclosures of cash flow information | | | | Cash paid or received during the period: | | | | Interest paid | $4,989 | $5,710 | | Interest received | (5,018) | (4,132) | | Income tax paid, net of tax refunds | 16,728 | 43,594 | | Non-cash investing and financing activities: | | | | Changes in accounts payable for capital additions to property, plant and equipment | $2,402 | $1,573 | | Right-of-use assets obtained in exchange for operating lease obligations | 3,713 | — | The accompanying notes are an integral part of these condensed consolidated financial statements. **BLUE BIRD CORPORATION AND SUBSIDIARIES** ### CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY _(Unaudited)_ | (in thousands of dollars, except for share data) | Three Months Ended / Common Stock / Shares | Three Months Ended / Common Stock / Par Value | Three Months Ended / Exchangeable Common Stock / Shares | Three Months Ended / Exchangeable Common Stock / Amount | Three Months Ended / Voting Preferred Stock / Shares | Three Months Ended / Voting Preferred Stock / Amount | Three Months Ended / Convertible Preferred Stock / Shares | Three Months Ended / Convertible Preferred Stock / Amount | Three Months Ended / Additional Paid-In-Capital | Three Months Ended / Accumulated Other Comprehensive Loss | Three Months Ended / Retained Earnings | Total Stockholders' Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, March 28, 2026 | 31,646,589 | $3 | — | — | — | — | — | — | $197,690 | $(28,067) | $128,302 | $297,928 | | Acquisitions (Notes 12 and 13) | — | — | 2,702,180 | — | 1 | — | — | — | 142,878 | — | — | 142,878 | | Restricted stock activity | 28,693 | — | — | — | — | — | — | — | — | — | — | — | | Stock option activity | 757 | — | — | — | — | — | — | — | 9 | — | — | 9 | | Share-based compensation expense | — | — | — | — | — | — | — | — | 1,538 | — | — | 1,538 | | Net income | — | — | — | — | — | — | — | — | — | — | 185,255 | 185,255 | | Other comprehensive income, net of tax | — | — | — | — | — | — | — | — | — | 27,284 | — | 27,284 | | Balance, June 27, 2026 | 31,676,039 | $3 | 2,702,180 | — | 1 | — | — | — | $342,115 | $(783) | $313,557 | $654,892 | | Balance, March 29, 2025 | 31,674,003 | $3 | — | — | — | — | — | — | $191,985 | $(26,311) | $24,715 | $190,392 | | Stock option activity | 51,497 | — | — | — | — | — | — | — | 916 | — | — | 916 | | Share-based compensation expense | — | — | — | — | — | — | — | — | 2,971 | — | — | 2,971 | | Share repurchases (Note 12) | (245,249) | — | — | — | — | — | — | — | — | — | (8,940) | (8,940) | | Net income | — | — | — | — | — | — | — | — | — | — | 36,455 | 36,455 | | Other comprehensive income, net of tax | — | — | — | — | — | — | — | — | — | 53 | — | 53 | | Balance, June 28, 2025 | 31,480,251 | $3 | — | — | — | — | — | — | $195,872 | $(26,258) | $52,230 | $221,847 | | (in thousands of dollars, except for share data) | Nine Months Ended / Common Stock / Shares | Nine Months Ended / Common Stock / Par Value | Nine Months Ended / Exchangeable Stock / Shares | Nine Months Ended / Exchangeable Stock / Amount | Nine Months Ended / Voting Preferred Stock / Shares | Nine Months Ended / Voting Preferred Stock / Amount | Nine Months Ended / Convertible Preferred Stock / Shares | Nine Months Ended / Convertible Preferred Stock / Amount | Nine Months Ended / Additional Paid-In-Capital | Nine Months Ended / Accumulated Other Comprehensive Loss | Nine Months Ended / Retained Earnings | Total Stockholders' Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, September 27, 2025 | 31,884,721 | $3 | — | — | — | — | — | — | $195,466 | $(28,247) | $88,193 | $255,415 | | Acquisitions (Notes 12 and 13) | — | — | 2,702,180 | — | 1 | — | — | — | 142,878 | — | — | 142,878 | | Restricted stock activity | 121,286 | — | — | — | — | — | — | — | (2,574) | — | — | (2,574) | | Stock option activity | 62,450 | — | — | — | — | — | — | — | 781 | — | — | 781 | | Share-based compensation expense | — | — | — | — | — | — | — | — | 5,564 | — | — | 5,564 | | Share repurchases (Note 12) | (392,418) | — | — | — | — | — | — | — | — | — | (19,948) | (19,948) | | Net income | — | — | — | — | — | — | — | — | — | — | 245,312 | 245,312 | | Other comprehensive income, net of tax | — | — | — | — | — | — | — | — | — | 27,464 | — | 27,464 | | Balance, June 27, 2026 | 31,676,039 | $3 | 2,702,180 | — | 1 | — | — | — | $342,115 | $(783) | $313,557 | $654,892 | | Balance, September 28, 2024 | 32,268,022 | $3 | — | — | — | — | — | — | $185,977 | $(26,416) | — | $159,564 | | Restricted stock activity | 168,852 | — | — | — | — | — | — | — | (4,412) | — | — | (4,412) | | Stock option activity | 91,428 | — | — | — | — | — | — | — | 1,484 | — | — | 1,484 | | Share-based compensation expense | — | — | — | — | — | — | — | — | 12,823 | — | — | 12,823 | | Share repurchases (Note 12) | (1,048,051) | — | — | — | — | — | — | — | — | — | (38,993) | (38,993) | | Net income | — | — | — | — | — | — | — | — | — | — | 91,223 | 91,223 | | Other comprehensive income, net of tax | — | — | — | — | — | — | — | — | — | 158 | — | 158 | | Balance, June 28, 2025 | 31,480,251 | $3 | — | — | — | — | — | — | $195,872 | $(26,258) | $52,230 | $221,847 | The accompanying notes are an integral part of these consolidated financial statements. BLUE BIRD CORPORATION ### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Nature of Business and Basis of Presentation Nature of Business Blue Bird Body Company ("BBBC"), a wholly-owned subsidiary of Blue Bird Corporation, was incorporated in 1958 and has manufactured, assembled and sold school buses to a variety of municipal, federal and commercial customers since 1927. On April 1, 2026, BBBC completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird Holdings, Inc. ("Micro Bird"), which was previously an unconsolidated Canadian joint venture. Micro Bird produces Type A school buses in Drummondville, Quebec, and since September 2025, has been producing small and mid-sized commercial buses and a small number of Type A school buses at a newly opened facility in Plattsburgh, New York. The acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird resulted in it becoming a wholly-owned subsidiary at the beginning of the third quarter of fiscal 2026 and subsequently. See Notes 11, Equity Investment in Affiliates, and 13, Micro Bird Acquisition, for further discussion. The majority of BBBC and Micro Bird sales are made to an independent dealer network, which in turn sells buses to ultimate end users. References in these notes to condensed consolidated financial statements to “Blue Bird,” the “Company,” “we,” “our,” or “us” relate to Blue Bird Corporation and its wholly-owned subsidiaries, unless the context specifically indicates otherwise. We are headquartered in Macon, Georgia. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and accounts have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and Article 10 of Regulation S-X. The Company’s fiscal year ends on the Saturday closest to September 30 with its quarters consisting of thirteen weeks in most years. The fiscal years ending October 3, 2026 ("fiscal 2026") and ended September 27, 2025 ("fiscal 2025") consist or consisted of 53 and 52 weeks, respectively. The third quarters of fiscal 2026 and fiscal 2025 both included 13 weeks. The nine month periods in fiscal 2026 and 2025 both included 39 weeks. In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire year. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The Condensed Consolidated Balance Sheet data as of September 27, 2025 was derived from the Company’s audited financial statements but does not include all disclosures required by U.S. GAAP. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes as of and for the fiscal year ended September 27, 2025 as set forth in the Company's fiscal 2025 Form 10-K filed with the Securities and Exchange Commission ("SEC") on November 24, 2025. Business Update The global automotive industry supply chain constraints that arose subsequent to the novel coronavirus pandemic known as "COVID-19" and that were further exacerbated by additional stress resulting from various global military conflicts continued to impact our business and operations during the first three quarters of both fiscal 2025 and 2026. Specifically, they continued to result in higher purchasing costs to procure the raw materials inventory needed to produce buses. Additionally, there were still occasional shortages of certain critical components that limited the number and/or mix of buses that we could produce and sell. Nonetheless, ongoing improvements in manufacturing operations over the past several years have resulted in the consistent production of buses to fulfill sales orders during these same periods. In addition to periodic inventory shortages and general inflationary pressures resulting from the global supply chain constraints discussed above, changes in trade policies and tariffs began to impact our business and operations in the second half of fiscal 2025 and continuing into the first three quarters of fiscal 2026 by increasing our procurement costs for certain imported inventory. However, the higher inventory purchase costs that we incurred in producing and selling buses during the first three quarters of fiscal 2025 and fiscal 2026 resulting from the above factors, as applicable, did not negatively impact our operating results or cash flows during these periods as such impacts were largely offset by proactive increases in the sales prices we charged for our products. Significant uncertainty still exists concerning the magnitude and duration of the ongoing (i) supply chain constraints and (ii) changes in governmental policies, programs, regulations and/or laws and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity. Use of Estimates and Assumptions The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions. At the date of the financial statements, these estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, and during the reporting period, these estimates and assumptions affect the reported amounts of revenues and expenses. For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory; the allowance for doubtful accounts; potential impairment of long-lived assets, goodwill and intangible assets; and the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies. Future events, including the extent and duration of continued supply chain constraints and their related economic impacts, and their effects cannot be predicted with certainty, and, accordingly, the Company’s accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Company’s condensed consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. The Company evaluates and updates its assumptions and estimates on an ongoing basis and may employ outside experts to assist in the Company’s evaluations. Actual results could differ from the estimates that the Company has used. 2. Summary of Significant Accounting Policies and Recently Issued Accounting Standards The Company’s significant accounting policies are described in the consolidated financial statements included in the Company’s fiscal 2025 Form 10-K, filed with the SEC on November 24, 2025. Our senior management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the nine months ended June 27, 2026. Recently Issued Accounting Standards ASU 2023-09 On December 14, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. Public business entities ("PBEs") are required to provide this incremental detail in a numerical, tabular format. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for PBEs in fiscal years beginning after December 15, 2024, with early adoption permitted. ASUs 2024-03 & 2025-01 On November 4, 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires PBEs to disclose disaggregated information about certain income statement expense line items. On January 6, 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, to clarify the effective date of ASU 2024-03, which is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The new ASUs will not impact amounts recorded in the financial statements but instead, will require more detailed disclosures in the footnotes to the financial statements. The Company plans to provide the updated disclosures required by the ASUs in the periods in which they are effective. Any recently issued accounting standards not identified above do not apply to the Company or the impact is expected to be immaterial. 3. Supplemental Financial Information Inventories The following table presents the components of inventories at the dates indicated: | (in thousands of dollars) | June 27, 2026 | September 27, 2025 | | --- | --- | --- | | Raw materials | $203,406 | $81,262 | | Work in process | 55,252 | 42,838 | | Finished goods | 43,810 | 15,370 | | Total inventories | $302,468 | $139,470 | Product Warranties The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Balance at beginning of period | $16,775 | $16,345 | $17,175 | $16,179 | | Additions from Micro Bird acquisition (Note 13) | 11,168 | — | 11,168 | — | | Current period accruals | 2,954 | 2,856 | 7,951 | 8,092 | | Current period reductions of accrual | (2,894) | (2,627) | (8,291) | (7,697) | | Balance at end of period | $28,003 | $16,574 | $28,003 | $16,574 | #### Extended Warranties The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two to five years, for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Balance at beginning of period | $35,307 | $30,448 | $33,697 | $27,962 | | Additions from Micro Bird acquisition (Note 13) | 510 | — | 510 | — | | Current period deferred income | 4,011 | 3,861 | 11,400 | 11,127 | | Current period recognition of income | (2,933) | (2,520) | (8,712) | (7,300) | | Balance at end of period | $36,895 | $31,789 | $36,895 | $31,789 | The outstanding balance of deferred warranty income in the table above is considered a "contract liability," and represents a performance obligation of the Company that we satisfy over the term of the arrangement but for which we have been paid in full at the time the warranty was sold. We expect to recognize $3.4 million of the outstanding contract liability during the remainder of fiscal 2026, $11.7 million in the fiscal year ending October 2, 2027, and the remaining balance thereafter. Other Current Liabilities The balance in other current liabilities as of June 27, 2026 includes approximately $29.4 million of deferred income resulting from an advanced deposit made by a customer for a large order of electric school buses. The Company expects to recognize the vast majority of this amount as revenue during the fourth quarter of fiscal 2026 as the underlying buses are produced and delivered. There were no material amounts of deferred income reflected within the other current liabilities balance as of September 27, 2025. Self-Insurance The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated: | (in thousands of dollars) | June 27, 2026 | September 27, 2025 | | --- | --- | --- | | Current portion | $5,121 | $4,979 | | Long-term portion | 1,693 | 2,097 | | Total accrued self-insurance | $6,814 | $7,076 | The current and long-term portions of the accrued self-insurance liability are reflected in accrued expenses and other liabilities, respectively, on the Condensed Consolidated Balance Sheets. Shipping and Handling Revenues Shipping and handling revenues were $7.5 million and $6.9 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $17.2 million for each of the nine months ended June 27, 2026 and June 28, 2025. The related cost of goods sold was $6.9 million and $6.1 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $15.7 million and $15.4 million for the nine months ended June 27, 2026 and June 28, 2025, respectively. Pension Expense (Income) Components of net periodic pension benefit expense (income) were as follows for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Interest cost | $488 | $1,312 | $1,920 | $3,936 | | Expected return on plan assets | (455) | (1,819) | (1,663) | (5,457) | | Amortization of prior loss | 79 | 70 | 315 | 209 | | Net periodic pension benefit expense (income) | $112 | $(437) | $572 | $(1,312) | | Amortization of prior loss, recognized in other comprehensive income | (79) | (70) | (315) | (209) | | Total recognized in net periodic pension benefit expense (income) and other comprehensive income | $33 | $(507) | $257 | $(1,521) | 4. Debt Term loan borrowings consisted of the following at the dates indicated: | (in thousands of dollars) | June 27, 2026 | September 27, 2025 | | --- | --- | --- | | Term loan borrowings, net of deferred financing costs of $690 and $926, respectively | $86,810 | $90,324 | | Less: current portion of long-term debt | 5,000 | 5,000 | | Long-term debt, net of current portion | $81,810 | $85,324 | Term loan borrowings are recognized on the Condensed Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement; however, given the variable rates on the loans that reset frequently, the Company estimates that the unpaid principal balance approximates fair value. If measured at fair value in the financial statements, the term loans would be classified as Level 2 in the fair value hierarchy. At June 27, 2026 and September 27, 2025, $87.5 million and $91.3 million, respectively, were outstanding on the term loans. At June 27, 2026 and September 27, 2025, the stated interest rates on the term loans were 5.6% and 6.1%, respectively. At June 27, 2026 and September 27, 2025, the weighted-average annual effective interest rates for the term loans were 5.9% and 6.6%, respectively, which include amortization of the deferred debt issuance costs. At June 27, 2026, $8.3 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit. There were no borrowings outstanding on the Revolving Credit Facility; therefore, the Company would have been able to borrow $141.7 million on the revolving line of credit. In connection with the acquisition of Micro Bird (see Note 13, Micro Bird Acquisition, for further discussion), the Company repaid all of Micro Bird's outstanding bank debt obligations, including interest accrued on outstanding principal balances, existing on the closing date, which totaled $129.6 million and was funded entirely from cash existing on the closing date. This amount is reflected as a financing cash outflow on the Condensed Consolidated Statement of Cash Flows for the nine months ended June 27, 2026. Although Micro Bird maintained an existing revolving credit facility with its primary bank subsequent to the acquisition having a maximum borrowing capacity of $50.0 million, no amounts were borrowed or repaid during the the three months ended June 27, 2026 following the repayment of the balance existing on the acquisition closing date as discussed previously above. Interest expense on all indebtedness was $2.0 million and $1.7 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $5.1 million and $5.5 million for the nine months ended June 27, 2026 and June 28, 2025, respectively. The schedule of remaining principal payments through maturity for the term loans is as follows: _(in thousands of dollars)_ | Fiscal Year | Principal Payments | | --- | --- | | 2026 | $1,250 | | 2027 | 5,000 | | 2028 | 5,000 | | 2029 | 76,250 | | Total remaining principal payments | $87,500 | 5. Income Taxes Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items that are required to be discretely recognized within the current interim period. The effective tax rates in the periods presented are largely based upon the annual forecasted pre-tax earnings mix and allocation of certain expenses in various taxing jurisdictions where the Company conducts its business, primarily in the United States of America ("U.S."). In periods in which our pre-tax income approximates or is equal to break-even, the effective tax rates for quarter-to-date and full-year periods may not be meaningful due to discrete period items. Three Months The effective tax rate for the three months ended June 27, 2026 was 5.2% due to the impact of the $160.5 million non-taxable gain from the acquisition of Micro Bird that was recognized during the third quarter of fiscal 2026 (see Note 13, Micro Bird Acquisition, for further discussion). When excluding this non-taxable gain, the effective tax rate for the three months ended June 27, 2026 was 27.9% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate as well as the impact from foreign taxes relating to Micro Bird's Canadian pretax earnings during the three months ended June 27, 2026, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter. The effective tax rate for the three months ended June 28, 2025 was 25.1% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter. Nine Months The effective tax rate for the nine months ended June 27, 2026 was 10.5% due to the impact of the $160.5 million non-taxable gain from the acquisition of Micro Bird that was recognized during the third quarter of fiscal 2026. When excluding this non-taxable gain, the effective tax rate for the nine months ended June 27, 2026 was 25.6% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate as well as the impact from foreign taxes relating to Micro Bird's Canadian pretax earnings during the nine months ended June 27, 2026, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the period. The effective tax rate for the nine months ended June 28, 2025 was 25.5% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the period. 6. Guarantees, Commitments and Contingencies Litigation At June 27, 2026, the Company had a number of product liability and other cases pending. Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements. Environmental The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous materials used in its manufacturing processes. Failure by the Company to comply with present and future regulations could subject it to future liabilities. In addition, such regulations could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company is currently not involved in any material environmental proceedings and therefore, management believes that the resolution of pending environmental matters will not have a material adverse effect on the Company’s financial statements. 7. Segment Information We manage our business in two operating segments, both of which are reportable segments: (i) the Bus segment, which includes the manufacture and assembly of buses to be sold to a variety of customers across the U.S., Canada, and in certain limited international markets; and (ii) the Parts segment, which consists primarily of the purchase of parts from third parties to be sold to dealers within the Company’s network and certain large fleet customers. Micro Bird's financial results are included within the Bus segment effective April 1, 2026 (see Note 13, Micro Bird Acquisition, for further discussion). Our chief operating decision maker ("CODM") is our President and Chief Executive Officer. The CODM primarily uses net sales and gross profit to evaluate segment performance, allocate resources, and make operating decisions as these metrics align with the Company's mission to deliver profitable growth to our stockholders over time. Specifically, net sales is utilized to evaluate the effectiveness of the Company's sales functions in obtaining a fair price for the significant value that our products offer and ensuring that the sales prices charged for our products appropriately consider changes in the costs we incur to procure inventory for the products we offer. Gross profit is utilized to evaluate the effectiveness of the Company's purchasing functions in controlling the costs we incur in procuring inventory and the effectiveness and efficiency of the Company's manufacturing operations in converting inventory into finished products. The CODM does not utilize segment asset information to evaluate performance and make resource allocation decisions, primarily because the Parts segment operates as a distributor and accordingly, does not have a significant amount of assets. Therefore, disclosures of assets for the segments are not provided. The accounting policies of the reportable segments are the same as those applied in preparation of the condensed consolidated financial statements included herein. Significant reportable segment information provided to and used by the CODM in assessing performance and allocating resources is as follows: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Bus segment | | | | | | Net sales (1) | $491,696 | $372,240 | $1,124,445 | $993,099 | | Cost of goods sold | 400,623 | 299,029 | 917,858 | 815,082 | | Segment gross profit | $91,073 | $73,211 | $206,587 | $178,017 | | Parts segment | | | | | | Net sales (1) | $25,464 | $25,771 | $78,434 | $77,635 | | Cost of goods sold | 13,163 | 13,054 | 39,771 | 38,553 | | Segment gross profit | $12,301 | $12,717 | $38,663 | $39,082 | (1) Parts segment revenue includes $1.6 million for each of the three months ended June 27, 2026 and June 28, 2025 and $4.2 million and $5.4 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation. The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Bus segment gross profit | $91,073 | $73,211 | $206,587 | $178,017 | | Parts segment gross profit | 12,301 | 12,717 | 38,663 | 39,082 | | Segment gross profit | $103,374 | $85,928 | $245,250 | $217,099 | | Adjustments: | | | | | | Selling, general and administrative expenses | (40,706) | (35,859) | (105,787) | (100,277) | | Interest expense | (1,964) | (1,738) | (5,075) | (5,466) | | Interest income | 627 | 1,483 | 4,537 | 4,309 | | Other income (expense), net (Notes 13 and 14) | 135,690 | (580) | 132,557 | 2,780 | | Income before income taxes | $197,021 | $49,234 | $271,482 | $118,445 | Sales are attributable to geographic areas based on customer location and were as follows for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | U.S. | $472,300 | $352,715 | $1,067,750 | $939,946 | | Canada | 44,749 | 45,022 | 134,884 | 129,096 | | Rest of world | 111 | 274 | 245 | 1,692 | | Total net sales | $517,160 | $398,011 | $1,202,879 | $1,070,734 | 8. Revenue The following table disaggregates revenue by product category for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Diesel buses | $139,754 | $125,872 | $449,827 | $367,855 | | Alternative power buses (1) | 339,513 | 234,373 | 640,722 | 582,757 | | Other (2) | 13,165 | 12,699 | 36,018 | 44,471 | | Parts | 24,728 | 25,067 | 76,312 | 75,651 | | Net sales | $517,160 | $398,011 | $1,202,879 | $1,070,734 | (1) Includes buses sold with any power source other than diesel (e.g., gasoline, propane or electric). (2) Includes shipping and handling revenue, extended warranty income, surcharges and chassis and bus shell sales. 9. Earnings Per Share The following table presents the earnings per share computation for the periods presented: | (in thousands except for share data) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Numerator: | | | | | | Net income | $185,255 | $36,455 | $245,312 | $91,223 | | Denominator: | | | | | | Weighted-average shares outstanding (1) | 34,237,303 | 31,556,312 | 32,547,949 | 31,899,623 | | Weighted-average dilutive securities, restricted stock | 180,285 | 471,039 | 226,835 | 535,117 | | Weighted-average dilutive securities, stock options | 105,724 | 214,028 | 122,009 | 231,895 | | Weighted-average dilutive securities, warrants | 627,604 | 340,441 | 567,254 | 357,108 | | Weighted-average shares and dilutive potential common shares (1) (2) | 35,150,916 | 32,581,820 | 33,464,047 | 33,023,743 | | Earnings per share: | | | | | | Basic earnings per share | $5.41 | $1.16 | $7.54 | $2.86 | | Diluted earnings per share | $5.27 | $1.12 | $7.33 | $2.76 | (1) The 2,702,180 shares of exchangeable common stock that were issued by a Canadian Company subsidiary in connection with the Micro Bird acquisition on April 1, 2026 (see Note 13, Micro Bird Acquisition, for further discussion) are exchangeable on a one-to-one basis with, and participate in Company dividends and undistributed earnings in an equal manner as, Company common stock. Accordingly, these equity securities are included in the weighted average shares denominators in both the basic and diluted earnings per share calculations, weighted for the portion of the applicable period during which they were outstanding. (2) There were no potentially dilutive securities excluded from the computation of diluted earnings per share for each of the three and nine months ended June 27, 2026 and June 28, 2025 because their effect was antidilutive. 10. Accumulated Other Comprehensive Loss The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented: | (in thousands of dollars) / June 27, 2026 | Three Months Ended / Defined Benefit Pension Plan (Note 14) | Three Months Ended / Foreign Currency Translation Adjustment | Three Months Ended / Total AOCL | Nine Months Ended / Defined Benefit Pension Plan (Note 14) | Nine Months Ended / Foreign Currency Translation Adjustment | Nine Months Ended / Total AOCL | | --- | --- | --- | --- | --- | --- | --- | | Beginning Balance | $(28,067) | — | $(28,067) | $(28,247) | — | $(28,247) | | Other comprehensive income, gross | 13,094 | (834) | 12,260 | 13,094 | (834) | 12,260 | | Settlement loss included in earnings | 19,562 | — | 19,562 | 19,562 | — | 19,562 | | Amounts reclassified and included in earnings | 79 | — | 79 | 315 | — | 315 | | Total before taxes | 32,735 | (834) | 31,901 | 32,971 | (834) | 32,137 | | Income taxes | (4,826) | 209 | (4,617) | (4,882) | 209 | (4,673) | | Ending Balance June 27, 2026 | $(158) | $(625) | $(783) | $(158) | $(625) | $(783) | | June 28, 2025 | | | | | | | | Beginning Balance | $(26,311) | — | $(26,311) | $(26,416) | — | $(26,416) | | Amounts reclassified and included in earnings | 70 | — | 70 | 209 | — | 209 | | Total before taxes | 70 | — | 70 | 209 | — | 209 | | Income taxes | (17) | — | (17) | (51) | — | (51) | | Ending Balance June 28, 2025 | $(26,258) | — | $(26,258) | $(26,258) | — | $(26,258) | 11. Equity Investment in Affiliates The Company made investments in the below entities and utilized the equity method of accounting to record its interest in them as it did not have control to direct the activities that most significantly impact their financial performance based on the shared powers of the venture partners. The carrying amount of the equity method investments is adjusted for any contribution that the Company makes to them as well as for the Company’s proportionate share of net earnings or losses and any dividends received. Micro Bird Holdings, Inc. As discussed in further detail in Note 13, Micro Bird Acquisition, the Company completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird on April 1, 2026, which previously represented an unconsolidated Canadian joint venture. Micro Bird produces Type A school buses in Drummondville, Quebec, and since September 2025, Micro Bird has been producing small and mid-sized commercial buses and a small number of Type A school buses at a newly opened facility in Plattsburgh, New York. Prior to the acquisition, in recognizing the Company’s 50% portion of Micro Bird's net income or loss, the Company recorded equity in net (loss) income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations totaling approximately $(1.6) million and zero for the three months ended June 27, 2026 and June 28, 2025, respectively, and $2.4 million and $4.1 million for the nine months ended June 27, 2026 and June 28, 2025, respectively. The amount recorded in net (loss) income of non-consolidated affiliates during the three months ended June 27, 2026 represents a true-up of Micro Bird's year-to-date net income for the six-month period ended March 31, 2026 as the Company has historically accounted for its equity method investment in Micro Bird on a one month lag. Micro Bird paid no dividends in the three or nine months ended June 27, 2026 or June 28, 2025. The acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird resulted in the Company controlling it at the beginning of the third quarter of fiscal 2026 and subsequently. Accordingly, the Company ceased accounting for its original 50% investment in Micro Bird utilizing the equity method as of March 28, 2026. In recording the investment in Micro Bird as a wholly-owned subsidiary as of April 1, 2026 to comply with the provisions of ASC 805, Business Combinations, the Company reversed the entire $37.6 million balance included within equity investment in affiliates on the Condensed Consolidated Balance Sheets, as well as a corresponding $2.0 million deferred tax liability balance, so that their carrying values were zero at June 27, 2026. The carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $35.2 million at September 27, 2025. Clean Bus Solutions, LLC The Company holds a 50% equity interest in Clean Bus Solutions, LLC ("CBS"), our unconsolidated joint venture that provided a fleet-as-a-service ("FaaS") offering using electric school buses manufactured and sold by the Company. The service was offered to qualified customers of the Company by providing them with turnkey electrification solutions, including a wide product range consisting of, among others, electric school buses, financing of electric buses and supporting charging infrastructure, project planning and management, and fleet optimization. In the fourth quarter of fiscal 2025, the Company performed an impairment assessment of its equity investment in CBS. Based upon the historical losses generated by CBS since inception, when coupled with CBS' projections of continued losses in future periods, management determined that the Company would not recover the carrying amount of its investment in the near term. Accordingly, a conclusion was reached that an impairment that was other-than-temporary in nature existed. During the fourth quarter of fiscal 2025, the Company recorded a non-cash impairment charge of $7.4 million that reduced the carrying value of the Company's investment in CBS to $0 at September 27, 2025. Through the course of its operations, CBS was unable to generate business on a timeline that was likely to generate profitable returns for the entity within the expectations of the Company and the other joint venture partner, Generate Capital, PBC (“Generate Capital”). In October 2025, the CBS Board of Managers met and voted to recommend to the joint venture partners to terminate the business, wind down operations, and dissolve the legal entity. On October 22, 2025, the Company's Board of Directors approved the termination of CBS and the joint venture agreement governing its operations. Upon obtaining similar approval from Generate Capital, the CBS Board of Managers authorized winding down and dissolution of the business on October 24, 2025, which was largely completed by the end of 2025. The Company made (i) no cash contributions to CBS during the three months ended June 27, 2026, (ii) $0.4 million of cash contributions to CBS during the three months ended June 28, 2025 and (iii) $0.2 million and $0.9 million of cash contributions to CBS during the nine months ended June 27, 2026 and June 28, 2025, respectively, which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets. The cash contributions during the nine months ended June 27, 2026 were made to allow CBS to pay its obligations in connection with winding down its operations, terminating its business and dissolving the entity. In recognizing the Company’s 50% portion of CBS' net income or loss, the Company recorded zero and $(0.4) million in equity in net (loss) income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended June 27, 2026 and June 28, 2025, respectively, and $(0.2) million and $(1.1) million for the nine months ended June 27, 2026 and June 28, 2025, respectively. CBS paid no dividends in any period. At both June 27, 2026 and September 27, 2025, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was approximately $0. 12. Stockholders’ Equity Share Repurchase Program and Common Stock Retirement On January 31, 2024, the Board of Directors of the Company authorized and approved a share repurchase program for up to $60 million of outstanding shares of the Company’s common stock over a period of 24 months, expiring January 31, 2026. On August 5, 2025, the Board of Directors of the Company authorized and approved a second share repurchase program for up to $100 million of outstanding shares of the Company’s common stock, expiring January 1, 2028. Under both share repurchase programs, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Pursuant to the share repurchase plans, the Company repurchased no shares of its common stock and 392,418 shares of its common stock for $19.9 million during the three and nine months ended June 27, 2026. respectively. During the same periods in fiscal 2025, the Company repurchased 245,249 and 1,048,051 shares of its common stock, respectively, for $8.9 million and $39.0 million, respectively. The Company constructively retired these shares immediately after repurchase, with the $8.9 million amount paid in excess of the $0.0001 par value of each share during the three months ended June 28, 2025, and the $19.9 million and $39.0 million amounts paid in excess of the $0.0001 par value of each share during the nine months ended June 27, 2026 and June 28, 2025, respectively, recorded as a reduction in retained earnings. The shares repurchased during the first quarter of fiscal 2026 resulted in the Company utilizing all $60 million that was authorized under the initial share repurchase program prior to its expiration date. The total remaining authorization for future common stock repurchases under the Company's $100 million share repurchase program was $90.6 million as of June 27, 2026. Exchangeable Common Stock and Voting Preferred Stock In connection with the acquisition of Micro Bird as discussed in further detail in Note 13, Micro Bird Acquisition, below, the former owners of the 50% of the outstanding voting common stock of Micro Bird that the Company acquired received 2,702,180 shares of Class A non-voting exchangeable common stock of MB Exchangeco Inc. (“MB ExchangeCo”), a newly formed Canadian Company subsidiary. The shares of exchangeable common stock are exchangeable on a one-to-one basis with, and participate in Company dividends and undistributed earnings in an equal manner as, Company common stock. The exchangeable common stock has no rights with respect to MB ExchangeCo, other than the right to exchange into shares of Company common stock. This right requires MB ExchangeCo to redeem each share of exchangeable common stock upon the request of the holder for one share of Company common stock, plus unpaid dividends declared by the Company, if any. The exchangeable common stock may not be transferred without the Company's consent. In addition, the exchangeable common stock and any Company common stock issued upon exchange is subject to a contractual lock-up period as follows: no transfers of the shares may occur for a period of six months following the acquisition closing date, or until October 1, 2026. Thereafter, the shares will be released from lock-up as follows: 17.9% on each of October 1, 2026, April 1, 2027 and October 1, 2027; 27.8% on April 1, 2028 and the remaining 18.5% on April 1, 2029. The issuance of the exchangeable common stock was not registered under the Securities Act of 1933, as amended. The Company agreed to file a registration statement with the SEC covering the resale of the Company common stock issued upon the exchange of the exchangeable common stock, use commercially reasonable efforts to cause the registration statement to become effective prior to the expiration of the contractual restrictions described above, and to generally cause the registration statement to remain effective while the exchangeable common stock remains outstanding. The former owners also received one share of newly-created Company preferred stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. The combination of the exchangeable common stock and the voting preferred stock results in the holders having rights equivalent to those of holders of Company common stock as it pertains to voting, dividends, undistributed earnings and and other economic rights. 13. Micro Bird Acquisition On April 1, 2026, the Company completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird pursuant to the terms of a Purchase Agreement dated February 15, 2026. Following the acquisition, the Company can directly offer customers a full suite of school bus models, including the Type A school buses produced by Micro Bird in its Drummondville, Quebec production facility, and can fully pursue the significant opportunity that the Company believes exists in the U.S. commercial bus market by offering existing and new customers buses manufactured at the production facility that Micro Bird recently opened in Plattsburgh, New York, which also currently produces a small number of Type A school buses. Prior to the acquisition date, the Company owned 50% of the outstanding voting stock of Micro Bird and accounted for it utilizing the equity method of accounting as discussed in further detail in Note 11, Equity Investment in Affiliates, above. As a result of the acquisition, Micro Bird is now a wholly-owned consolidated subsidiary of the Company, with the acquisition accounted for as a business combination. The purchase consideration transferred by the Company to the former owners totaled $205.9 million, inclusive of preliminary customary adjustments related to working capital and net debt, and was comprised of (i) $63.0 million in cash, funded entirely with cash existing on the closing date, and (ii) 2,702,180 shares of exchangeable common stock of a newly-formed Canadian Company subsidiary that are substantially equivalent to, and exchangeable on a one-to-one basis for, shares of Company common stock. In addition, the former owners received one share of newly-created Company preferred stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. The aggregate value of the above issued securities totaled $142.9 million on the closing date. Since, as discussed previously above, the combination of the exchangeable common stock and the voting preferred stock resulted in the holders having rights equivalent to those of holders of Company common stock, the aggregate value of the equity securities was estimated via reference to the number of shares of exchangeable common stock issued and the closing stock price of a share of Company common stock on April 1, 2026. However, such amount was adjusted for an estimated discount because the shares of exchangeable common stock, and the underlying shares of Company common stock for which such exchangeable shares may be redeemed on a one-to-one basis, were not registered and are legally restricted from being sold on a national securities exchange until the underlying shares of Company common stock are registered. In connection with the acquisition, the Company remeasured the value of its previously held 50% equity investment to its acquisition date fair value of $196.1 million, which resulted in a $160.5 million gain that is reported within other income (expense), net on the Condensed Consolidated Statements of Operations since such amount is not indicative of the Company's normal earnings activities. The fair value of the previously held equity investment was determined using a market approach based on the cash and equity consideration exchanged for the newly acquired 50% equity interest, which was reduced for an estimated discount because the previous equity interest did not provide the Company the ability to control the activities that most significantly impacted Micro Bird's financial performance based on the shared powers of the joint venture partners. The Company also separately acquired the Plattsburgh, New York real estate from the former owners for $15.4 million in cash, which was funded entirely with cash existing on the closing date. These assets were previously leased by Micro Bird and accordingly, were not part of the Company's original 50% equity investment or the additional 50% equity investment acquired as discussed above. The following is a summary of the purchase consideration transferred: | (in thousands of dollars) | Purchase Consideration | Purchase Consideration | | --- | --- | --- | | Cash consideration transferred for the newly acquired interest | $ | $63,021 | | Equity consideration transferred for the newly acquired interest | 142,878 | | | Fair value of the previously held interest | 196,095 | | | Total consideration transferred for the Micro Bird interest | 401,994 | | | Cash consideration transferred for the Plattsburgh, New York real estate | 15,369 | | | Total consideration transferred | $ | $417,363 | During the three and nine months ended June 27, 2026, the Company incurred approximately $4.9 million and $7.6 million of pretax costs, respectively, relating to this transaction, which are recorded in other income (expense), net on the Condensed Consolidated Statements of Operations as they are not indicative of our normal operating activities. No similar costs were incurred in the corresponding periods of fiscal 2025. Preliminary Fair Values of the Assets Acquired and the Liabilities Assumed The Company allocated the purchase price based upon a preliminary assessment of the fair value of the assets acquired and the liabilities assumed on April 1, 2026. The preliminary fair values are based on management’s estimates and assumptions, using the best information available at the time of this filing. The final valuation and related allocation of the purchase price will be completed no later than 12 months after the closing date of the acquisition. The final acquisition accounting adjustments could be materially different and may include (1) changes in the allocations to the intangible assets as well as goodwill and (2) other changes to assets and liabilities, such as working capital. The preliminary allocation of the purchase price is as follows: | (in thousands of dollars) | April 1, 2026 | April 1, 2026 | | --- | --- | --- | | Assets acquired | | | | Cash and cash equivalents | $ | $28,749 | | Inventories | 145,104 | | | Other current assets | 14,924 | | | Property, plant and equipment | 45,613 | | | Finance lease right-of-use assets | 29,734 | | | Intangible assets | 137,599 | | | Total assets acquired | $ | $401,723 | | Liabilities assumed | | | | Accounts payable | $ | $16,457 | | Accrued expenses | 9,171 | | | Other current liabilities | 3,043 | | | Long-term debt | 17,603 | | | Revolving credit facility | 112,015 | | | Finance lease obligations | 29,734 | | | Warranty | 11,168 | | | Deferred warranty income | 510 | | | Deferred tax liabilities | 27,427 | | | Other liabilities | 2,509 | | | Total liabilities assumed | $ | $229,637 | | Fair value of net assets acquired | $ | $172,086 | | Goodwill | 245,277 | | | Total consideration transferred | $ | $417,363 | Identified Intangible Assets The estimated fair values of the acquired identified intangible assets and their estimated useful lives are as follows: | (in thousands of dollars) | Estimated Useful Life (in years) | Estimated Fair Value(in thousands of dollars) | | --- | --- | --- | | Customer relationships | 15 | $130,000 | | Engineering designs | 4 | 6,700 | | In-process research & development | 5 | 899 | | Total intangible assets | | $137,599 | The customer relationships represent the value attributed to the dealer network that was estimated using a multi-period excess earnings method, which is a variation of the income approach. This method, which utilizes Level 3 inputs, calculates the present value of the incremental after-tax cash flows attributable to the intangible asset to estimate the fair value. The fair values of the engineering designs and in-process research & development were estimated using the cost approach. This valuation method is based on the premise that a buyer will not pay more for an asset than it would cost to build or acquire an equally desirable substitute and utilizes level 2 inputs in estimating fair value. The Company is continuing to assess the assumptions used in the estimated fair values described above, as well as the respective useful lives, which could result in changes to the provisional values. Goodwill Goodwill represents the excess of the purchase price over the net amount of the fair values assigned to assets acquired and liabilities assumed. The $245.3 million of goodwill recorded in connection with the acquisition is primarily attributable to the value that the Company expects to realize from the existing customer base as well as the significant opportunity that management believes exists in the U.S. commercial bus market, which Micro Bird recently entered in connection with opening its manufacturing facility in Plattsburgh, New York in the second half of 2025. Goodwill also includes an estimated $11.0 million value pertaining to Micro Bird's assembled workforce, which U.S. GAAP does not allow to be recorded as a separate identifiable asset in a business combination and therefore, must be subsumed into goodwill. The goodwill is fully attributable to, and was included within, the Company's Bus segment at June 27, 2026. The following table summarizes the carrying amount of the Company's goodwill, including the goodwill arising from the Micro Bird acquisition discussed above, as of June 27, 2026: | (in thousands of dollars) | | | --- | --- | | Goodwill, excluding goodwill arising from the Micro Bird acquisition | $18,825 | | Goodwill arising from the Micro Bird acquisition | 245,277 | | Total goodwill | $264,102 | Income Taxes As the acquisition is accounted for as a business combination, deferred tax assets and liabilities were generally recognized on the differences between the fair value and the tax bases of the assets acquired and the liabilities assumed. However, none of the goodwill is expected to be deductible for income tax purposes, so no deferred tax liability was recognized on the difference between the book and tax bases of this asset. Pro Forma Results of Operations The following supplemental pro forma results of operations have been provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined companies for the periods presented or that may be achieved by the combined companies in the future. Future results may vary significantly from the results reflected in the following pro forma financial information because of future events and transactions, as well as other factors. | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | --- | --- | | Revenues | $517,160 | $453,921 | $1,396,098 | $1,258,010 | | Net income (1) | 32,117 | 34,009 | 92,161 | 78,568 | (1) Net income for both the the three and nine months ended June 27, 2026 is reduced by the approximate $14.5 million non-cash, after-tax pension plan settlement loss discussed in further detail in Note 14, Defined Benefit Pension Plan Settlement and Termination, below. The pro forma results of operations for each of the applicable periods have been prepared by combining the historical results of Blue Bird with the historical results of Micro Bird, which were adjusted for the preliminary fair values of the assets acquired and the liabilities assumed reflected above as if the acquisition date occurred on September 29, 2024, which was the first day of Blue Bird's fiscal 2025. These pro forma combined historical results were then modified for the following: adjustments to the amounts recorded as revenue by Micro Bird to conform with Blue Bird's accounting policies; an increase in depreciation expense for Micro Bird related to the net impact of adjusting acquired property and equipment, including the Plattsburgh, New York real estate that was separately acquired as discussed previously above, to the acquisition date fair value and modifying depreciable lives to conform with Blue Bird's accounting policies; an increase in amortization expense for Micro Bird due to the incremental intangible assets recorded in connection with the acquisition; an increase, in fiscal 2025, and decrease, in fiscal 2026, in cost of goods sold for Micro Bird related to the impact of adjusting acquired inventory to the acquisition date fair value; a decrease in equity in net income of non-consolidated affiliates for Blue Bird resulting from historically accounting for Micro Bird using the equity method in periods prior to the acquisition; a reclassification of transaction costs incurred by both Blue Bird and Micro Bird in fiscal 2026 to the first quarter of fiscal 2025; a decrease in other income for Blue Bird during fiscal 2026 relating to the gain recorded for the acquisition of Micro Bird as discussed previously above; a reduction of interest expense for Micro Bird and interest income for Blue Bird as a result of the cash that Blue Bird provided so that Micro Bird could repay all of its outstanding bank debt in connection with the acquisition; a reduction of interest income for Blue Bird as a result of the cash consideration paid; and the income tax impact from the aforementioned pro forma adjustments, as applicable. The pro forma results of operations do not include any adjustments for any cost savings or other synergies that may result from the acquisition. As noted above, the pro forma results of operations do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. Micro Bird Results of Operations The Company's Condensed Consolidated Statements of Operations include Micro Bird's results of operations as a wholly-owned consolidated subsidiary of the Company since the April 1, 2026 acquisition date. Micro Bird contributed $122.9 million and $7.4 million in total revenues and net income, respectively, for both the three and nine months ended June 27, 2026. 14. Defined Benefit Pension Plan Settlement and Termination During the latter part of fiscal 2025, the Company initiated actions to terminate its Defined Benefit Pension Plan (the "Plan"). While such actions continued during the first two quarters of fiscal 2026, none of them resulted in a significant financial impact for the Plan or Company. However, during the third quarter of fiscal 2026, the pension benefits earned by the majority of Plan participants were settled via (i) lump-sum cash payments and (ii) the purchase of group annuity contracts from Pacific Life Insurance Company and Pacific Life & Annuity Company (collectively, “Pacific Life”) that irrevocably transferred the future benefit obligations and annuity administration for 2,044 Plan participants or their beneficiaries (“Transferred Participants”) to Pacific Life. This transfer did not affect the amount of the (i) future benefit obligations or (ii) monthly benefit payments for the Transferred Participants, both of which are irrevocably guaranteed by Pacific Life, with Pacific Life assuming responsibility for disbursing monthly benefit payments effective August 1, 2026. The $92.1 million total amount paid for the lump-sum distributions and purchase of the group annuity contracts was funded entirely from Plan assets, with no additional funding required by the Company as part of these transactions. Subsequent to the lump-sum cash payments and purchase of group annuity contracts, the Plan is relieved of the primary responsibility for paying the benefit obligations earned by the impacted Plan participants in future periods, which constitutes a plan settlement. The provisions of ASC 715, Postretirement Benefits, indicate that the settlement of all, or more than a minor portion, of a pension plan benefit obligation represents an event that requires the recognition in income of all, or part, of the net gain or loss deferred in accumulated other comprehensive income or loss. However, such guidance also requires that the Plan's benefit obligations and assets be remeasured immediately prior to computing and recognizing a settlement gain or loss. During the third quarter of fiscal 2026, the Company, with assistance from its external actuarial specialist, remeasured the Plan's benefit obligations and assets, which resulted in a $13.1 million increase, $10.0 million decrease and $3.1 million increase in the pension, accumulated other comprehensive loss and deferred tax liabilities balances, respectively, included on the Condensed Consolidated Balance Sheet as of June 27, 2026. Subsequently, since the Plan settled over 99% of its remeasured benefit obligations during the third quarter of fiscal 2026, the Company recognized a $19.6 million settlement loss during the three and nine months ended June 27, 2026, which is included within other income (expense), net on the Condensed Consolidated Statements of Operations. The recording of such loss resulted in a $17.9 million decrease and $1.7 million increase in the accumulated other comprehensive loss and deferred tax liabilities balances, respectively, included on the Condensed Consolidated Balance Sheet as of June 27, 2026. At June 27, 2026, the $17.7 million pension balance included on the Condensed Consolidated Balance Sheet is comprised of Plan assets and benefit obligations approximating $18.5 million and $0.8 million, respectively. The benefit obligations are expected to be settled via (i) the monthly benefit payment to retirees during July 2026, which are expected to approximate $0.7 million, and (ii) the transfer of the approximate $0.1 million of pension benefits for the small number of remaining Plan participants via a cash payment to the Pension Benefit Guaranty Corporation ("PBGC") prior to the end of 2026, both using Plan assets. The settlement of these benefit obligations will result in the recording of an additional settlement loss on the Condensed Consolidated Statements of Operations during the fourth quarter of fiscal 2026, and perhaps in a subsequent period depending on the timing of making such payments, which is not expected to be material. The Plan's assets will also be used to pay Plan expenses in future periods, which include the fees charged by external service providers that assisted with the termination process as well as regulatory fees and expenses. Following the settlement of the benefit obligations and Plan expenses discussed above, the Plan's remaining excess assets will be available to return to the Company and the Plan will terminate. 15. Subsequent Event On August 3, 2026, BBBC entered into an agreement to acquire certain assets of Detroit Chassis LLC, a Michigan limited liability company and the longtime manufacturer of Ford Motor Company’s (“Ford”) F53 (Class A motorhome) and F59 commercial (step-van, delivery, and logistics market) stripped chassis for Ford’s “F5X” commercial vehicle business. Also on August 3, 2026 but effective July 31, 2026, BBBC entered into a Master Collaboration Agreement with Ford, pursuant to which the BBBC will assume responsibility from Ford for the design and manufacture of the next generation F53 and F59 chassis, which will be paired with Ford’s powertrain solutions. The parties expect this collaboration agreement to support the continued evolution of the stripped chassis vehicle market and offerings, and ensure a seamless transition for Ford customers and fleets. Company management believes that the F53 and F59 chassis market represents a significant long-term growth opportunity for stockholders. Asset Purchase Agreement The Asset Purchase Agreement ("Purchase Agreement") pertaining to the Detroit Chassis Plant ("DCP") was executed by BBBC, Detroit Chassis LLC and Spectra LMP, LLC, a Michigan limited liability company (the “Member” and referred to with the DCP collectively as the “Sellers”). Pursuant to the Purchase Agreement, BBBC will acquire certain of Sellers' assets, including but not limited to, equipment, tooling, inventory, rights to leased real property, intellectual property, certain contracts and rights related thereto, permits, and goodwill and going concern value, all related solely to the F53/F59 chassis production (“Acquired Assets”) and will assume only the liabilities associated with the acquired assets and contracts (“Assumed Liabilities”). The purchase price (“Purchase Price”) to be paid to Sellers will be $7.0 million plus the assumption of the Assumed Liabilities. BBBC owes $700,000 of the Purchase Price to Sellers upon execution of the Purchase Agreement. At the closing of the transaction, BBBC will pay the balance of $6.3 million to Sellers minus the amount of any indebtedness of Sellers secured by any lien on the Acquired Assets. The transaction closing is anticipated to occur in the first calendar quarter of 2027, expected approximately thirty (30) days after the date that Ford ceases production of the F53/F59 commercial chassis. The DCP will continue to manufacture chassis under its agreement with Ford through the end of Ford production. The DCP’s workforce is covered under a collective bargaining agreement with United Auto Workers Local 155 (“UAW”). As part of its manufacturing assessment for the next-generation F-53/F-59 stripped chassis, BBBC intends to prioritize the existing DCP facility located in Detroit, Michigan as the primary path under evaluation, while collaborating with the UAW to leverage the experience of the existing workforce. The parties made customary representations, warranties, and covenants in the Purchase Agreement, 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 pre-closing matters. The Sellers agreed to certain non-competition and non-solicitation restricted periods following the transaction closing, subject to certain continued access and cooperation agreements between the parties. Master Collaboration Agreement The Master Collaboration Agreement (“MCA”) executed by Ford and BBBC is intended to further expand and strengthen the long-standing collaboration between the parties and will result in BBBC taking over the F53/F59 chassis business from Ford. New production is anticipated to begin in the first half of calendar year 2028. The new platform is expected to build on the strong legacy of the F53/F59 stripped chassis products while introducing a next-generation solution to address evolving customer requirements and regulatory standards. While no assurances can be given that the following can be achieved, Company management believes that the growth opportunity in this market represents the potential to achieve annual volume of approximately 10,000 units with potential annual revenue generation of $600 million or more. Pursuant to the MCA, Ford will supply BBBC with its proprietary powertrains and provide limited transition support services. BBBC will strive to utilize Ford’s powertrain technology, existing customer relationships, and transition support to capture profitable market share in this chassis segment. The parties will also enter into a powertrain supply agreement governing the specific terms related to the sale and purchase of the powertrains. The primary objectives of the MCA are: (i) the development by BBBC of a next generation replacement portfolio of stripped chassis products for the motorhome/recreational vehicle and commercial step-van, delivery, and logistics markets, and (ii) to ensure continuity of supply for Ford’s long-standing customer base, and to preserve and expand the customer base. The parties will conduct collaborative initial concentrated reviews of the feasibility and viability of the objectives under the MCA. Upfront investment and manufacturing costs will be borne by BBBC, with cooperative efforts by Ford. The target launch date for the replacement prototypes is January 1, 2028, or as mutually agreed between BBBC and Ford. All tooling and equipment related to the F5X commercial vehicle business owned by Ford will be sold and transferred to BBBC, with closing to be within thirty (30) days after the date that Ford ceases production of the F53/F59 commercial chassis. Ford has also agreed to a multi-year exclusivity period in favor of BBBC with respect to sales of its powertrain to non-Ford affiliated third party competitors in this market. Ford will support the transition of its existing customer base to BBBC. ## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of financial condition and results of operations of Blue Bird Corporation (the "Company," "Blue Bird," "we," "our," or "us") should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended June 27, 2026 and June 28, 2025 and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q ("Report"). Our actual results may not be indicative of future performance. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed or incorporated by reference in the sections of this Report entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated, may not be the arithmetic aggregation of the percentages that precede them. Special Note Regarding Forward-Looking Statements This Report contains forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Except as otherwise indicated by the context, references in this Report to “we,” “us” and “our” are to the consolidated business of the Company. All statements in this Report, including those made by the management of the Company, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking statements may contain words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “estimate,” “project,” “forecast,” “seek,” “target,” “anticipate,” “believe,” “predict,” “potential” and “continue,” the negative of these terms, or other comparable terminology. Examples of forward-looking statements include statements regarding the Company’s future financial results, research and development results, regulatory approvals, operating results, business strategies, projected costs, products, competitive positions, management’s plans and objectives for future operations, and industry trends. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to: - the future financial performance of the Company; - negative changes in the market for Blue Bird products; - expansion plans and opportunities; - challenges or unexpected costs related to manufacturing; - future impacts from pandemics, epidemics or similar widespread disease or illness outbreaks (collectively, "public health crises") on capital markets, manufacturing and supply chain abilities, consumer and customer demand, school system operations, workplace conditions, and any other unexpected impacts, which include or could include, among other effects: - disruption in global financial and credit markets; - supply shortages and supplier financial risk, especially from our single-source suppliers impacted by public health crises; - negative impacts to manufacturing operations or the supply chain from shutdowns or other disruptions in operations; - negative impacts on capacity and/or production in response to changes in demand due to public health crises, including possible cost containment actions; - financial difficulties of our customers impacted by public health crises; - reductions in market demand for our products due to public health crises; and - potential negative impacts of various actions taken by federal, state and/or local governments in response to public health crises. - future impacts resulting from current and/or future military conflicts, which include or could include, among other effects: - disruption in global commodity and other markets; - supply shortages and supplier financial risk, especially from suppliers providing inventory that is dependent on resources originating from countries impacted by military conflicts; and - negative impacts to manufacturing operations resulting from inventory cost volatility or the supply chain due to shutdowns or other disruptions in operations. - future impacts resulting from changes in governmental policies, programs, regulations and/or laws, which include or could include, among other effects: - the imposition of new and/or revised trade policies and tariffs, which could increase the cost of components we and/or our suppliers purchase that would impact our cost to produce buses and purchase parts for resale; increase the prices we charge for our products to pass along part or all of our increased purchase costs; and/or impact the purchasing decisions of our customers that could result in them buying less, or none, of our products in future periods; - reductions in governmental grants, subsidies and/or other incentives, which would result in a decrease in funds that are used by school districts and fleet customers to partially, or fully, offset the higher price of alternative powered school buses and could impact the purchasing decisions of our customers that elect to buy less, or none, of our products in future periods; and - changes in current or future emissions regulations, which could increase the costs of powertrain components that we purchase from major suppliers and would impact our cost to produce buses and purchase parts for resale; increase the prices we charge for our products to pass along part or all of our increased purchase costs; and/or impact the purchasing decisions of our customers that could result in them buying less, or none. of our products in future periods. These forward-looking statements are based on information available as of the date of this Report (or, in the case of forward-looking statements incorporated herein by reference, as of the date of the applicable filed document), and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different than those expressed or implied by these forward-looking statements. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in the reports we file with the Securities and Exchange Commission (“SEC”), specifically the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s fiscal year 2025 Form 10-K, filed with the SEC on November 24, 2025. Other risks and uncertainties are and will be disclosed in the Company’s prior and future SEC filings. The following information should be read in conjunction with the financial statements included in the Company’s fiscal year 2025 Form 10-K, filed with the SEC on November 24, 2025. Available Information We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result are obligated to file or furnish, as applicable, annual, quarterly, and current reports, proxy statements, and other information with the SEC. We make these documents available free of charge on our website (http://www.blue-bird.com) as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Information on our website does not constitute part of this Report. In addition, the SEC maintains a website (http://www.sec.gov) that contains our annual, quarterly, and current reports, proxy and information statements, and other information we electronically file with, or furnish to, the SEC. Executive Overview Blue Bird is the leading independent designer and manufacturer of school buses. Our longevity and reputation in the school bus industry have made Blue Bird an iconic American brand. We distinguish ourselves from our principal competitors by dedicating our focus to the design, engineering, manufacture and sale of school buses, and related parts. As the only principal manufacturer of chassis and body production specifically designed for school bus applications in the United States of America ("U.S."), Blue Bird is recognized as an industry leader for school bus innovation, safety, product quality/reliability/durability, efficiency, and lower operating costs. In addition, Blue Bird is the market leader in alternative powered product offerings with its propane powered, gasoline powered and all-electric powered school buses. Blue Bird sells its buses and parts through an extensive network of U.S. and Canadian dealers that, in their territories, are exclusive to Blue Bird on Type A, C and D school buses. Blue Bird also sells directly to major fleet operators, the U.S. Government, state governments, and authorized dealers in certain limited foreign countries. Throughout this Report, we refer to the fiscal year ending October 3, 2026 as "fiscal 2026," the fiscal year ended September 27, 2025 as "fiscal 2025," and the fiscal year ended September 28, 2024 as "fiscal 2024." There will be 53 weeks in fiscal 2026 and were 52 weeks in fiscal 2025. The third quarters of fiscal 2026 and fiscal 2025 both included 13 weeks. The nine month periods in fiscal 2026 and 2025 both included 39 weeks. Recent Acquisition On April 1, 2026, Blue Bird Body Company ("BBBC"), a wholly-owned subsidiary of Blue Bird Corporation, completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird Holdings, Inc. ("Micro Bird"), which was previously an unconsolidated Canadian joint venture. Micro Bird produces Type A school buses in Drummondville, Quebec, and since September 2025, has been producing small and mid-sized commercial buses and a small number of Type A school buses at a newly opened facility in Plattsburgh, New York. The acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird resulted in it becoming a wholly-owned subsidiary at the beginning of the third quarter of fiscal 2026 and subsequently. See Notes 11, Equity Investment in Affiliates, and 13, Micro Bird Acquisition, of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for further discussion. Business Update The global supply chain constraints for automotive parts that arose subsequent to the novel coronavirus pandemic known as "COVID-19" and that were further impacted by additional stress resulting from various global military conflicts continued to impact our business and operations in the first nine months of both fiscal 2025 and 2026. Specifically, there were occasional shortages of certain critical components that impacted our manufacturing production schedule and related operational efficiencies, while increasing costs charged by suppliers to procure inventory continued during both periods. Both of these factors impacted our business and operations by limiting the number and/or mix of school buses that we could produce and sell as well as increasing the costs to manufacture buses. Nonetheless, the lessons learned, and resulting actions taken, by management over the past several years allowed the Company to continue navigating these supply chain challenges to consistently produce buses to fulfill sales orders. Such actions included, among others, sourcing inventory purchases from alternative suppliers and strategically acquiring larger quantities of certain critical components that have longer lead times that could impact our production schedule if not manufactured by our suppliers and delivered to us in a timely manner. In addition to periodic inventory shortages and general inflationary pressures resulting from the global supply chain constraints discussed above, changes in trade policies and tariffs began to impact our business and operations in the second half of fiscal 2025 and continuing into the first nine months of fiscal 2026 by increasing our procurement costs for certain imported inventory. Actions we have taken, and are continuing to take, to mitigate the impact from changes in trade policies and tariffs include increasing the volume of steel we purchase at fixed prices up to four quarters in advance and working with our suppliers to identify alternative supply chain sources to minimize the increase in inventory costs. However, the higher inventory purchase costs that we incurred in producing and selling buses during the first nine months of fiscal 2025 and fiscal 2026 resulting from general inflationary pressures caused by global supply chain constraints as well as changes in trade policies and tariffs, as applicable, did not negatively impact our operating results or cash flows during these periods as such impacts were largely offset by proactive increases in the sales prices we charged for our products. However, they could materially impact our operating results and cash flows in future periods if we are unable to (i) mitigate the increased cost of (a) procuring inventory to produce buses and (b) purchasing parts for resale and/or (ii) increase the sales prices we charge for our products to partially or fully offset these cost increases. Additionally, although new bus orders during the majority of fiscal 2025 remained strong, management believes that the uncertainty in bus pricing resulting from changing tariffs temporarily impacted bus orders during the latter part of fiscal 2025 and, to a lesser extent, continuing into the first nine months of fiscal 2026. Specifically, due to a combination of (i) pent-up demand resulting from the cumulative effect of the COVID-19 pandemic when many school systems conducted virtual learning and (ii) the challenged global supply chain for automotive parts that hindered the school bus industry's ability to produce and sell buses in the years subsequent to the COVID-19 pandemic, the Company’s backlog approximated 3,900 Type C and D units as of June 28, 2025. Given the strong backlog in the overall school bus industry that resulted in long time lags between customers ordering and taking delivery of a school bus, when coupled with the uncertainty regarding the pricing of a school bus resulting from the inclusion of actual tariff charges in the final sales price, management believes that many customers elected to temporarily defer the purchase of buses towards the end of our fiscal 2025. As a result, the Company’s backlog decreased to approximately 3,070 Type C and D units as of September 27, 2025. However, due to the Company’s proactive communications with our dealers and customers and committing to a tariff pricing strategy that significantly addressed the volatility in bus pricing for customers, we experienced an increase in orders during the first nine months of fiscal 2026 that increased the backlog to approximately 3,570 Type C and D units and 1,290 Type A and small and mid-sized commercial units as of June 27, 2026, which included almost 780 electric powered units across all bus types. Due to the age of school bus fleets in the U.S. and Canada, which is at least partially attributable to supply chain disruptions in recent years that have left school districts with meaningful replacement needs, and the strong overall fundamentals in the school bus industry, management believes that this slowdown in orders is temporary in nature and not indicative of a broader decrease in current or future market demand. Finally, the deferral of funds relating to governmental grants, subsidies and/or other incentives that are intended to partially, or fully, offset the higher price of alternative powered school buses impacted, to a lesser extent, the mix of school buses that we produced and sold during the latter part of fiscal 2025 and continuing into the first nine months of fiscal 2026. Although we noted that government grant money continued to flow during this period, the timing of some of these payments occurred too late to adjust our production schedule to build and sell more higher priced alternative powered school buses. However, such funding should positively impact the remainder of fiscal 2026 and/or subsequent periods. Nonetheless, any future decrease in such funds could impact the purchasing decisions of our customers that elect to buy less, or none, of our products in future periods. In general, management believes that the impacts from (i) supply chain disruptions, including those resulting from current or future military conflicts, and (ii) changes in governmental policies, programs, regulations and/or laws could continue in future periods and could materially impact our results if we are unable to (a) obtain parts and supplies in sufficient quantities to meet our production needs and/or (b) pass along rising costs to our customers. They could result in significant economic disruption and adversely impact our business during the remainder of fiscal 2026 and perhaps beyond. Significant uncertainty exists concerning the magnitude of the impact and duration of (i) ongoing supply chain constraints and (ii) changes in governmental policies, programs, regulations and/or laws and their potential impact on the overall economy, within both the U.S and Canada as well as globally. Accordingly, the magnitude and duration of such matters and their related financial impacts on our business cannot be estimated at this time. We continue to monitor and assess the ability of suppliers to maintain operations and to provide parts and supplies in sufficient quantities and at acceptable costs to meet our production needs, including our ability to maintain continuous production during the remainder of fiscal 2026 and beyond, and price our products at amounts that are attractive to our customers. See PART I, Item 1.A. "Risk Factors," of our fiscal 2025 Form 10-K, filed with the SEC on November 24, 2025, for a discussion of the material risks we believe we face particularly related to (i) supply chain disruptions and related constraints and (ii) changes in governmental policies, programs, regulations and/or laws. Critical Accounting Policies and Estimates, Recent Accounting Pronouncements The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. The Company’s accounting policies that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in the Company’s fiscal 2025 Form 10-K, filed with the SEC on November 24, 2025, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates,” which description is incorporated herein by reference. Our senior management has reviewed these critical accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies during the nine months ended June 27, 2026. Recent Accounting Pronouncements See Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a discussion of new and/or recently adopted accounting pronouncements, as applicable. Factors Affecting Our Revenues Our revenues are driven primarily by the following factors: - Property tax revenues. Property tax revenues are one of the major sources of funding for school districts, and therefore new school buses. Property tax revenues are a function of land and building prices, relying on assessments of property value by state or county assessors and millage rates voted by the local electorate. - Student enrollment and delivery mechanisms for learning. Increases or decreases in the number of school bus riders have a direct impact on school district demand. Evolving protocols for public health concerns and/or continued technological advancements could shift the future form of educational delivery away from in-person learning on a more permanent basis, with increased remote learning reasonably expected to decrease the number of school bus riders. - Revenue mix. We are able to charge more for certain of our products (e.g., propane powered buses, electric powered buses, Type D buses, and buses with higher option content) than other products. The mix of products sold in any fiscal period can directly impact our revenues for the period. - Strength of the dealer network. We rely on our dealers, as well as a small number of major fleet operators, to be the direct point of contact with school districts and their purchasing agents. An effective dealer is capable of expanding revenues within a given school district by matching that district’s needs to our capabilities, offering options that would not otherwise be provided to the district. - Pricing. Our products are sold to school districts throughout the U.S. and Canada. Each state and each Canadian province has its own set of regulations that govern the purchase of products, including school buses, by their school districts. We and our dealers must navigate these regulations, purchasing procedures, and the districts’ specifications in order to reach mutually acceptable price terms. Pricing may or may not be favorable to us, depending upon a number of factors impacting purchasing decisions. Additionally, in certain cases, prices originally quoted with dealers and school districts may have become less favorable, or more unfavorable, to us given increasing inventory costs between the time the sales order was contractually agreed upon and the bus is built and delivered as a result of ongoing supply chain disruptions, general inflationary pressure and the imposition of new and/or revised trade policies and tariffs, among other factors. - Buying patterns of major fleets. Major fleets regularly compete against one another for existing accounts. Fleets are also continuously trying to win the business of school districts that operate their own transportation services. These activities can have either a positive or negative impact on our sales, depending on the brand preference of the fleet that wins the business. Major fleets also periodically review their fleet sizes and replacement patterns due to funding availability as well as the profitability of existing routes. These actions can impact total purchases by fleets in a given year. - Seasonality. In the fiscal years preceding the 2020 COVID-19 pandemic, our sales were subject to seasonal variation based on the school calendar with the peak season during our third and fourth fiscal quarters. Sales during the third and fourth fiscal quarters were typically greater than the first and second fiscal quarters due to the desire of municipalities to have any new buses that they ordered available to them at the beginning of the new school year. Since 2020, with the COVID-19 pandemic impacting the demand for Company products and the impact of the subsequent supply chain constraints hindering the Company's ability to produce and sell buses as discussed previously above, seasonality has become unpredictable. Seasonality and variations from historical seasonality have impacted the comparison of results between fiscal periods. - Inflation. As discussed previously above, supply chain disruptions developing (i) subsequent to the COVID-19 pandemic and (ii) as a result of global military conflicts have significantly increased our inventory purchase costs, including freight costs incurred to deliver critical components, reflected in cost of goods sold during fiscal 2025 and continuing into the first nine months of fiscal 2026. Additionally, the imposition of tariffs on certain imported inventory that became effective during the second half of fiscal 2025 and continued into the first nine months of fiscal 2026 has further increased our inventory purchase costs. In response, the Company announced a number of sales price increases that applied to new sales orders that were intended to mitigate the impact of rising purchase costs on our operations, results and cash flows. These cumulative price increases have had a significant, positive impact on sales and gross profit during fiscal 2025 and continuing into the first nine months of fiscal 2026. - Governmental grants, subsidies and/or other incentives. Funds provided by federal, state and/or local governments are often times targeted to partially, or fully, offset the higher price of alternative powered school buses. The deferral and/or elimination of such funds can impact the buying decisions of school districts and fleet customers, including impacting the volume, mix and/or timing of school bus purchases that can directly impact our revenues during a fiscal period. Factors Affecting Our Expenses and Other Items Our expenses and other line items on our Condensed Consolidated Statements of Operations are principally driven by the following factors: - Cost of goods sold. The components of our cost of goods sold consist of material costs (principally powertrain components, steel and rubber, as well as aluminum and copper) including freight costs, labor expense, and overhead. Our cost of goods sold may vary from period to period due to changes in sales volume and/or mix, efforts by certain suppliers to pass through the economics associated with key commodities as well as changes in trade policies and tariffs, fluctuations in freight costs, design changes with respect to specific components, design changes with respect to specific bus models, wage increases for plant labor, productivity of plant labor, delays in receiving materials and other logistical problems, and the impact of overhead items such as utilities. - Selling, general and administrative expenses. Our selling, general and administrative expenses include costs associated with our selling and marketing efforts, engineering, centralized finance, human resources, purchasing, information technology services, along with other administrative matters and functions. In most instances, other than direct costs associated with sales and marketing programs, the principal component of these costs is compensation expense. Changes from period to period are typically driven by the number of our employees, as well as by merit increases provided to experienced personnel. - Interest expense. Our interest expense relates to costs associated with our debt instruments and reflects both the amount of indebtedness and the interest rate that we are required to pay on our debt. Interest expense also includes unrealized gains or losses from interest rate hedges, if any, and changes in the fair value of interest rate derivatives not designated in hedge accounting relationships, if any, as well as expenses related to debt guarantees, if any. - Income taxes. We make estimates of the amounts to recognize for income taxes in each tax jurisdiction in which we operate. In addition, provisions are established for withholding taxes related to the transfer of cash between jurisdictions and for uncertain tax positions taken, if any. - Other expense/income, net. This balance includes net periodic pension expense or income as well as gains or losses on foreign currency, if any. Other amounts not associated with operating expenses may also be included in this balance. - Equity in net income or loss of non-consolidated affiliates. We include in this line item our 50% share of net income or loss from our investments in Micro Bird and Clean Bus Solutions, LLC ("CBS"), our unconsolidated joint ventures. However, as a result of (i) our acquisition of of the remaining 50% of the outstanding voting common stock of Micro Bird on April 1, 2026 and (ii) CBS nearing the completion of winding down and terminating its business, we expect minimal, immaterial activity in this account, if any, in periods subsequent to June 27, 2026. Key Non-GAAP Financial Measures We Use to Evaluate Our Performance The condensed consolidated financial statements included in this Report in Item 1. "Financial Statements (Unaudited)" are prepared in conformity with U.S. GAAP. This Report also includes the following financial measures that are not prepared in accordance with U.S. GAAP ("non-GAAP"): “Adjusted EBITDA;” “Adjusted EBITDA Margin;” and “Free Cash Flow.” Adjusted EBITDA and Free Cash Flow are financial metrics that are utilized by management and the Board of Directors, as and when applicable, to determine (a) the annual cash bonus payouts, if any, to be made to certain employees based upon the terms of the Company’s Management Incentive Plan, and (b) whether the performance criteria have been met for the vesting of certain equity awards granted annually to certain members of management based upon the terms of the Company’s Omnibus Equity Incentive Plan. Additionally, consolidated EBITDA, which is an adjusted EBITDA metric defined by our Credit Agreement (defined below) that could differ from Adjusted EBITDA discussed above as the adjustments to the calculations are not uniform, is used to determine the Company's ongoing compliance with several financial covenant requirements, including being utilized in the denominator of the calculation of the Total Net Leverage Ratio ("TNLR"), which is also utilized in determining the interest rate we pay on borrowings under our Credit Agreement (defined below). Accordingly, management views these non-GAAP financial metrics as key for the above purposes and as a useful way to evaluate the performance of our operations as discussed further below. Adjusted EBITDA is defined as net income or loss prior to interest income; interest expense including the component of operating lease expense (which is presented within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents interest expense on operating lease liabilities; income taxes; and depreciation and amortization expense including the component of operating lease expense (which is presented within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents amortization charges on right-of-use lease assets; as adjusted for certain non-cash charges or credits that we may record on a recurring basis such as share-based compensation expense and unrealized gains or losses on certain derivative financial instruments as well as certain charges or credits such as (i) transaction related costs or gains or (ii) discrete expenses related to major cost cutting and/or operational transformation initiatives. While certain of the charges that are added back in the Adjusted EBITDA calculation, such as certain transaction related costs and major cost cutting and/or operational transformation initiatives, represent operating expenses that may be recorded in more than one annual period, the significant project or transaction giving rise to such expenses is not considered to be indicative of the Company’s normal operations. Accordingly, we believe that these, as well as the other credits and charges that comprise the amounts utilized in the determination of Adjusted EBITDA described above, should not be used in evaluating the Company’s ongoing annual operating performance. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of net sales. Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance defined in accordance with U.S. GAAP. The measures are used as a supplement to U.S. GAAP results in evaluating certain aspects of our business, as described below. We believe that Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors in evaluating our performance because the measures consider the performance of our ongoing operations, excluding decisions made with respect to capital investment, financing, and certain other significant initiatives or transactions as outlined in the preceding paragraphs. We believe the non-GAAP measures offer additional financial metrics that, when coupled with the U.S. GAAP results and the reconciliation to U.S. GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as alternatives to net income or loss as an indicator of our performance or as alternatives to any other measure prescribed by U.S. GAAP as there are limitations to using such non-GAAP measures. Although we believe that Adjusted EBITDA and Adjusted EBITDA Margin may enhance an evaluation of our operating performance based on recent revenue generation and product/overhead cost control because they exclude the impact of prior decisions made about capital investment, financing, and certain other significant initiatives or transactions, (i) other companies in Blue Bird’s industry may define Adjusted EBITDA and Adjusted EBITDA Margin differently than we do and, as a result, they may not be comparable to similarly titled measures used by other companies in Blue Bird’s industry, and (ii) Adjusted EBITDA and Adjusted EBITDA Margin exclude certain financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing disclosure of the differences between Adjusted EBITDA and U.S. GAAP results, including providing a reconciliation to U.S. GAAP results, to enable investors to perform their own analysis of our ongoing operating results. Our measure of Free Cash Flow is used in addition to and in conjunction with results presented in accordance with U.S. GAAP and it should not be relied upon to the exclusion of U.S. GAAP financial measures. Free Cash Flow reflects an additional way of evaluating our liquidity that, when viewed with our U.S. GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. We strongly encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. We define Free Cash Flow as total cash provided by/used in operating activities as adjusted for net cash paid for the acquisition of fixed assets and intangible assets. We use Free Cash Flow, and ratios based on Free Cash Flow, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe it is a more conservative measure of cash flow since purchases of fixed assets and intangible assets are a necessary component of ongoing manufacturing operations. Accordingly, we expect Free Cash Flow to be less than operating cash flows. Our Segments We manage our business in two operating segments, which are also our reportable segments: (i) the Bus segment, which involves the design, engineering, manufacture and sale of school buses and extended warranties; and (ii) the Parts segment, which includes the sale of replacement bus parts. As a result of the Micro Bird acquisition effective April 1, 2026, its financial results are included within the Bus segment for the the three and nine months ended June 27, 2026. Financial information is reported on the basis that it is used internally by the chief operating decision maker (“CODM”) in evaluating segment performance and deciding how to allocate resources to segments. The President and Chief Executive Officer of the Company has been identified as the CODM. Management evaluates the segments based primarily upon revenues and gross profit. Consolidated Results of Operations for the Three Months Ended June 27, 2026 and June 28, 2025: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | | --- | --- | --- | | Net sales | $517,160 | $398,011 | | Cost of goods sold | 413,786 | 312,083 | | Gross profit | $103,374 | $85,928 | | Operating expenses | | | | Selling, general and administrative expenses | 40,706 | 35,859 | | Operating profit | $62,668 | $50,069 | | Interest expense | (1,964) | (1,738) | | Interest income | 627 | 1,483 | | Other income (expense), net | 135,690 | (580) | | Income before income taxes | $197,021 | $49,234 | | Income tax expense | (10,173) | (12,375) | | Equity in net loss of non-consolidated affiliates | (1,593) | (404) | | Net income | $185,255 | $36,455 | | Other financial data: | | | | Adjusted EBITDA | $71,378 | $58,479 | | Adjusted EBITDA margin | 13.8% | 14.7% | The following provides the results of operations of Blue Bird’s two reportable segments: | (in thousands of dollars) / Net Sales by Segment | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | | --- | --- | --- | | Bus | $491,696 | $372,240 | | Parts | 25,464 | 25,771 | | Total | $517,160 | $398,011 | | Gross Profit (Loss) by Segment | | | | Bus | $91,073 | $73,211 | | Parts | 12,301 | 12,717 | | Total | $103,374 | $85,928 | Net sales. Net sales were $517.2 million for the third quarter of fiscal 2026, an increase of $119.1 million, or 29.9%, compared to $398.0 million for the third quarter of fiscal 2025. Micro Bird contributed $122.9 million of net sales during the third quarter of fiscal 2026. The $3.8 million, or 1.0%, decrease in net sales for the legacy Blue Bird operations is primarily due to a 7.2% decrease in units sold resulting from timing due to a customer mix change as we produced a large number of units for certain customers that we will recognize as revenue in the fourth quarter of fiscal 2026 when the units are delivered to coincide with school resuming. Many of these units contributed to the significant increase in finished goods inventory at June 27, 2026. However, the decrease resulting from selling fewer units was partially offset by Bus customer and product mix changes and cumulative Bus price increases, including increases that were intended to mitigate the impact of increased procurement costs for certain of our imported inventory as a result of the imposition of tariffs beginning during the second half of fiscal 2025 and continuing into the first three quarters of fiscal 2026. Bus sales increased $119.5 million, or 32.1%, for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025, which included the $122.9 million of net sales that Micro Bird contributed during the third quarter of fiscal 2026. Bus sales for the legacy Blue Bird operations decreased $3.5 million, or 0.9%, reflecting a 7.2% decrease in unit bookings that was partially offset by a 6.7% increase in average sales price per unit. In the third quarter of fiscal 2026, 2,290 legacy Blue Bird units booked compared to 2,467 units that booked during the same period in fiscal 2025. The increase in legacy Blue Bird unit price for the third quarter of fiscal 2026 compared to the same period in fiscal 2025 was primarily due to customer and product mix changes as well as price increases implemented to offset increases in inventory costs. Parts sales decreased $0.3 million, or 1.2%, for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. This small decrease is primarily attributed to slight variations due to product and channel mix that slightly exceeded price increases that were implemented to offset increases in inventory costs. Cost of goods sold. Total cost of goods sold was $413.8 million for the third quarter of fiscal 2026, an increase of $101.7 million, or 32.6%, compared to $312.1 million for the third quarter of fiscal 2025. Micro Bird's cost of goods sold totaled $105.7 million during the third quarter of fiscal 2026. As a percentage of net sales, legacy Blue Bird total cost of goods sold improved slightly from 78.4% to 78.2%, primarily due to the impact of ongoing pricing actions taken by management that exceeded the impact of increasing costs resulting from inflationary pressures and the imposition of tariffs relating to the procurement of inventory. The improvement was also impacted by product and customer mix changes. Bus segment cost of goods sold increased $101.6 million, or 34.0%, for the third quarter of fiscal 2026 compared to the same period in fiscal 2025, which included the $105.7 million of Micro Bird cost of sales during the third quarter of fiscal 2026. The $4.1 million, or 1.4%, decrease in legacy Blue Bird cost of sales was primarily driven by the 7.2% decrease in units booked, which was partially offset by a 6.3% increase in the average cost of goods sold per unit for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. The increase in average cost of goods sold per unit primarily resulted from increases in manufacturing costs attributable to (a) increased raw materials costs resulting from ongoing inflationary pressures and the imposition of tariffs beginning during the second half of fiscal 2025 and (b) ongoing supply chain disruptions that resulted in higher purchase costs for components. The increase was also impacted by customer and product mix changes. The $0.1 million, or 0.8%, increase in Parts segment cost of goods sold for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily resulted from increased product costs driven by inflationary pressures and tariffs as well as slight variations due to product and channel mix, which was partially offset by the decrease in sales during the quarter. Operating profit. Operating profit was $62.7 million for the third quarter of fiscal 2026, an increase of $12.6 million compared to operating profit of $50.1 million for the third quarter of fiscal 2025. Micro Bird contributed $11.4 million of operating profit during the third quarter of fiscal 2026. Profitability for legacy Blue Bird operations was positively impacted by a small decrease of $1.0 million, or 2.9%, in selling, general and administrative expenses as well as a small increase of $0.2 million, or 0.2%, in gross profit as outlined in the revenue and cost of goods sold discussions above. Interest expense. Interest expense was $2.0 million for the third quarter of fiscal 2026, an increase of $0.2 million, or 13.0%, compared to $1.7 million for the third quarter of fiscal 2025. Micro Bird incurred $0.5 million of interest expense during the third quarter of fiscal 2026. The $0.3 million decrease in interest expense for the legacy Blue Bird operations was primarily attributable to a decrease in the stated term loan interest rate from 6.1% at June 28, 2025 to 5.6% at June 27, 2026, as well as lower outstanding borrowings in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025. Other income (expense), net. Other income, net was $135.7 million for the third quarter of fiscal 2026, an increase of $136.3 million, or 23,494.8%, compared to $0.6 million of other expense, net for the same period in fiscal 2025. Micro Bird incurred $0.6 million of other expense, net during the third quarter of fiscal 2026, $0.4 million of which represented pretax costs resulting from Blue Bird's acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird effective April 1, 2026. During the third quarter of fiscal 2026, the legacy Blue Bird operations recorded net periodic pension expense of approximately $0.1 million compared with net periodic pension income of $0.4 million for the same period in fiscal 2025. During the third quarter of fiscal 2026, the legacy Blue Bird operations also recorded a $19.6 million loss resulting from the settlement of the pension benefits earned by the majority of pension plan participants with no similar loss recorded in the corresponding period of the prior year. See Note 14 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a more detailed discussion of this transaction. Also, on May 23, 2024, eligible members of the United Steelworkers Union ("USW") voted to ratify a three-year collective bargaining agreement ("CBA") with BBBC. Among other items, the CBA requires the payment of a (i) lump-sum payment to certain employees who were not eligible for an annual wage increase because their hourly wage rate exceeded the rate required by the terms of the CBA as well as (ii) one-time $750 signing bonus to the approximate 1,500 covered production workers in our Fort Valley and Perry, Georgia facilities at the time the CBA was executed. During the third quarters of both fiscal 2026 and 2025, the legacy Blue Bird operations paid the above applicable amounts to those employees covered by the CBA as well as similar amounts to a small number of hourly employees not covered by the CBA so that their total compensation was competitive with that of unionized employees performing comparable job functions. These payments totaled $0.5 million and $1.1 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and were recorded in other expense, net because such compensation is not reflective of wages paid for services provided by the direct and indirect employees who support our operating activities and are expensed within cost of goods sold. Additionally, during the third quarter of fiscal 2026, the legacy Blue Bird operations incurred approximately $4.5 million of pretax costs relating to the acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird effective April 1, 2026, with no such costs incurred during the third quarter of fiscal 2025. The costs incurred relating to this transaction were recorded in other expense, net as they are not indicative of our normal operating activities. However, the legacy Blue Bird operations also recorded a $160.5 million gain during the third quarter of fiscal 2026 resulting from remeasuring the value of the previously held 50% equity investment to its acquisition date fair value in connection with the Micro Bird acquisition, with no such gain recorded during the third quarter of fiscal 2025. This gain is reported within other income, net because it is not indicative of the Company's normal earnings activities. See Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a more detailed description of both of the above discussed transactions. Finally, during the third quarter of fiscal 2026, the legacy Blue Bird operations sold certain state emissions credits that were not projected to be used for approximately $0.4 million, with no similar income recorded during the third quarter of fiscal 2025. The proceeds from this sale were recorded in other income, net as this transaction is not indicative of our normal revenue generating activities. Income taxes. Income tax expense was $10.2 million for the three months ended June 27, 2026 compared to $12.4 million for the three months ended June 28, 2025. The effective tax rate for the three months ended June 27, 2026 was 5.2% due to the impact of the $160.5 million non-taxable gain from the acquisition of Micro Bird that was recognized during the third quarter of fiscal 2026. When excluding this non-taxable gain, the effective tax rate for the three months ended June 27, 2026 was 27.9% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate as well as the impact from foreign taxes relating to Micro Bird's Canadian pretax earnings during the three months ended June 27, 2026, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter. The effective tax rate for the three months ended June 28, 2025 was 25.1% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter. Adjusted EBITDA. Adjusted EBITDA was $71.4 million, or 13.8% of net sales, for the third quarter of fiscal 2026, an increase of $12.9 million, or 22.1%, compared to $58.5 million, or 14.7% of net sales, for the third quarter of fiscal 2025. Micro Bird contributed $16.5 million of Adjusted EBITDA during the third quarter of fiscal 2026. The $3.6 million decrease in Adjusted EBITDA for the legacy Blue Bird operations primarily relates to the (i) $1.2 million increase in equity in net loss of non-consolidated affiliates and (ii) $3.0 million decrease in Micro Bird total interest expense, net; income tax expense or benefit; depreciation expense and amortization expense that is included in calculating Adjusted EBITDA as reflected in the table below, both during the third quarter of fiscal 2026 when compared with corresponding period in fiscal 2025. The following table sets forth a reconciliation of net income to Adjusted EBITDA for the periods presented: | (in thousands of dollars) | Three Months Ended / June 27, 2026 | Three Months Ended / June 28, 2025 | | --- | --- | --- | | Net income | $185,255 | $36,455 | | Adjustments: | | | | Interest expense, net (1) | 1,532 | 326 | | Income tax expense | 10,173 | 12,375 | | Depreciation, amortization and disposals (2) | 9,973 | 4,363 | | Micro Bird acquisition costs | 4,885 | — | | Share-based compensation expense | 1,538 | 2,971 | | Gain from Micro Bird acquisition | (160,522) | — | | Pension plan settlement loss | 19,562 | — | | Micro Bird total interest expense, net; income tax expense or benefit; depreciation expense and amortization expense | (1,018) | 1,989 | | Adjusted EBITDA | $71,378 | $58,479 | | Adjusted EBITDA margin (percentage of net sales) | 13.8% | 14.7% | (1) Includes $0.2 million and $0.1 million for the three months ended June 27, 2026 and June 28, 2025, respectively, representing interest expense on operating lease liabilities, which are a component of lease expense and presented within cost of goods sold or selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. (2) Includes $1.2 million and $0.4 million for the three months ended June 27, 2026 and June 28, 2025, respectively, representing amortization charges on right-of-use lease assets, which are a component of lease expense and presented within cost of goods sold or selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. Consolidated Results of Operations for the Nine Months Ended June 27, 2026 and June 28, 2025: | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Net sales | $1,202,879 | $1,070,734 | | Cost of goods sold | 957,629 | 853,635 | | Gross profit | $245,250 | $217,099 | | Operating expenses | | | | Selling, general and administrative expenses | 105,787 | 100,277 | | Operating profit | $139,463 | $116,822 | | Interest expense | (5,075) | (5,466) | | Interest income | 4,537 | 4,309 | | Other income, net | 132,557 | 2,780 | | Income before income taxes | $271,482 | $118,445 | | Income tax expense | (28,394) | (30,197) | | Equity in net income of non-consolidated affiliates | 2,224 | 2,975 | | Net income | $245,312 | $91,223 | | Other financial data: | | | | Adjusted EBITDA | $172,250 | $153,438 | | Adjusted EBITDA margin | 14.3% | 14.3% | The following provides the results of operations of Blue Bird’s two reportable segments: | (in thousands of dollars) / Net Sales by Segment | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Bus | $1,124,445 | $993,099 | | Parts | 78,434 | 77,635 | | Total | $1,202,879 | $1,070,734 | | Gross Profit by Segment | | | | Bus | $206,587 | $178,017 | | Parts | 38,663 | 39,082 | | Total | $245,250 | $217,099 | Net sales. Net sales were $1,202.9 million for the nine months ended June 27, 2026, an increase of $132.1 million, or 12.3%, compared to $1,070.7 million for the nine months ended June 28, 2025. Micro Bird contributed $122.9 million of net sales during the nine months ended June 27, 2026. The $9.2 million, or 0.9%, increase in net sales for the legacy Blue Bird operations is primarily due to Bus customer and product mix changes and cumulative Bus price increases, including increases that were intended to mitigate the impact of increased procurement costs for certain of our imported inventory as a result of the imposition of tariffs beginning during the second half of fiscal 2025 and continuing into the first three quarters of fiscal 2026. The legacy Blue Bird Bus increases described above were partially offset by a decrease in Bus units sold resulting from timing due to a customer mix change as we produced a large number of units for certain customers that we will recognize as revenue in the fourth quarter of fiscal 2026 when the units are delivered to coincide with school resuming. Many of these units contributed to the significant increase in finished goods inventory at June 27, 2026. Bus sales increased $131.3 million, or 13.2%, for the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025, which included the $122.9 million of net sales that Micro Bird contributed during the nine months ended June 27, 2026. Bus sales for the legacy Blue Bird operations increased $8.4 million, or 0.8%, reflecting a 5.7% increase in average sales price per unit that was partially offset by a 4.6% decrease in units booked. The increase in unit price for the first nine months of fiscal 2026 compared to the same period in fiscal 2025 was primarily due to customer and product mix changes as well as price increases implemented to offset increases in inventory costs. This increase was partially offset by the impact of booking 6,573 units in the nine months ended June 27, 2026 compared with 6,892 units during the same period in fiscal 2025. Parts sales increased $0.8 million, or 1.0%, for the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025. This increase is primarily attributed to price increases that were implemented to offset increases in inventory costs as well as higher fulfillment volumes and slight variations due to product and channel mix. Cost of goods sold. Total cost of goods sold was $957.6 million for the nine months ended June 27, 2026, an increase of $104.0 million, or 12.2%, compared to $853.6 million for the nine months ended June 28, 2025. Micro Bird's cost of goods sold totaled $105.7 million for the nine months ended June 27, 2026. As a percentage of net sales, legacy Blue Bird total cost of goods sold improved from 79.7% to 78.9%, primarily due to the impact of ongoing pricing actions taken by management that exceeded the impact of increasing costs resulting from inflationary pressures and the imposition of tariffs relating to the procurement of inventory. The improvement was also impacted by product and customer mix changes. Bus segment cost of goods sold increased $102.8 million, or 12.6%, for the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025, which included the $105.7 million of Micro Bird cost of sales during the nine months ended June 27, 2026. The $2.9 million, or 0.4%, decrease in legacy Blue Bird cost of sales was primarily driven by the 4.6% decrease in units booked as discussed above, which was partially offset by the 4.5% increase in the average cost of goods sold per unit in the nine months ended June 27, 2026 compared to the same period in fiscal 2025. This increase primarily resulted from increases in manufacturing costs attributable to a) increased raw materials costs resulting from ongoing inflationary pressures and the imposition of tariffs beginning during the second half of fiscal 2025 and b) ongoing supply chain disruptions that resulted in higher purchase costs for components. The increase was also impacted by customer and product mix changes. The $1.2 million, or 3.2%, increase in Parts segment cost of goods sold for the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025 was primarily attributable to increased product costs due to inflationary pressures and tariffs as well as slight variations due to product and channel mix. Operating profit. Operating profit was $139.5 million for the nine months ended June 27, 2026, an increase of $22.6 million compared to operating profit of $116.8 million for the nine months ended June 28, 2025. Micro Bird contributed $11.4 million of operating profit during the nine months ended June 27, 2026. Profitability for legacy Blue Bird operations was positively impacted by an increase of $10.9 million in gross profit as outlined in the revenue and cost of goods sold discussions as well as a $0.4 million decrease in selling, general and administrative expenses during the first nine months of fiscal 2026 when compared with the same period in fiscal 2025. Interest expense. Interest expense was $5.1 million for the nine months ended June 27, 2026, a decrease of $0.4 million, or 7.2%, compared to $5.5 million for the nine months ended June 28, 2025. Micro Bird incurred $0.5 million of interest expense during the nine months ended June 27, 2026. The $0.9 million decrease in interest expense for the legacy Blue Bird operations was primarily attributable to a decrease in the stated term loan interest rate from 6.1% at June 28, 2025 to 5.6% at June 27, 2026, as well as lower outstanding borrowings in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025. Other income (expense), net. Other income, net was $132.6 million for the nine months ended June 27, 2026, an increase of $129.8 million, or 4,668.2%, compared to $2.8 million of other income, net for the nine months ended June 28, 2025. Micro Bird incurred $0.6 million of other expense, net during the nine months ended June 27, 2026, $0.4 million of which represented pretax costs resulting from Blue Bird's acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird effective April 1, 2026. The legacy Blue Bird operations recorded $0.6 million of net periodic pension expense during the nine months ended June 27, 2026 when compared with $1.3 million of net periodic pension income recorded during the nine months ended June 28, 2025. During the nine months ended June 27, 2026, the legacy Blue Bird operations also recorded a $19.6 million loss resulting from the settlement of the pension benefits earned by the majority of pension plan participants, with no similar loss recorded in the corresponding period of the prior year. See Note 14 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a more detailed discussion of this transaction. Also, on May 23, 2024, eligible members of the USW voted to ratify a three-year CBA with BBBC. Among other items, the CBA requires the payment of a (i) lump-sum payment to certain employees who were not eligible for an annual wage increase because their hourly wage rate exceeded the rate required by the terms of the CBA as well as (ii) one-time $750 signing bonus to the approximate 1,500 covered production workers in our Fort Valley and Perry, Georgia facilities at the time the CBA was executed. During the nine months ended June 27, 2026 and June 28, 2025, the legacy Blue Bird operations paid the above applicable amounts to those employees covered by the CBA as well as similar amounts to a small number of hourly employees not covered by the CBA so that their total compensation was competitive with that of unionized employees performing comparable job functions. These payments totaled $0.5 million and $1.1 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, and were recorded in other expense, net because such compensation is not reflective of wages paid for services provided by the direct and indirect employees who support our operating activities and are expensed within cost of goods sold. Additionally, during the nine months ended June 27, 2026, the legacy Blue Bird operations incurred approximately $7.2 million of pretax costs relating to the acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird effective April 1, 2026, with no such costs incurred during the nine months ended June 28, 2025. The costs incurred relating to this transaction were recorded in other expense, net as they are not indicative of our normal operating activities. However, the legacy Blue Bird operations also recorded a $160.5 million gain during the nine months ended June 27, 2026 resulting from remeasuring the value of the previously held 50% equity investment to its acquisition date fair value in connection with the Micro Bird acquisition, with no such gain recorded during the nine months ended June 28, 2025. This gain is reported within other income, net because it is not indicative of the Company's normal earnings activities. See Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a more detailed description of both of the above discussed transactions. Finally, during the nine months ended June 27, 2026 and June 28, 2025, the legacy Blue Bird operations sold certain state emissions credits that were not projected to be used for approximately $0.4 million and $2.6 million, respectively. The proceeds from these sales were recorded in other income, net as these transaction are not indicative of our normal revenue generating activities. Income taxes. Income tax expense was $28.4 million for the nine months ended June 27, 2026 compared to $30.2 million for the nine months ended June 28, 2025. The effective tax rate for the nine months ended June 27, 2026 was 10.5% due to the impact of the $160.5 million non-taxable gain from the acquisition of Micro Bird that was recognized during the third quarter of fiscal 2026. When excluding this non-taxable gain, the effective tax rate for the nine months ended June 27, 2026 was 25.6% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate as well as the impact from foreign taxes relating to Micro Bird's Canadian pretax earnings during the nine months ended June 27, 2026, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the period. The effective tax rate for the nine months ended June 28, 2025 was 25.5% and differed from the statutory federal income tax rate of 21%. The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the period. Adjusted EBITDA. Adjusted EBITDA was $172.3 million, or 14.3% of net sales, for the nine months ended June 27, 2026, an increase of $18.8 million, or 12.3%, compared to $153.4 million, or 14.3% of net sales, for the nine months ended June 28, 2025. Micro Bird contributed $16.5 million of Adjusted EBITDA during the nine months ended June 27, 2026. The $2.3 million increase in Adjusted EBITDA for the legacy Blue Bird operations primarily relates to the $11.7 million increase in gross profit, when adjusted for the impact of expenses that are excluded in calculating Adjusted EBITDA, as outlined in the revenue and cost of goods sold discussions above, that was partially offset by the (i) $6.4 million increase in selling, general and administrative expenses, when adjusting for the impact of expenses that are excluded in calculating Adjusted EBITDA, and (ii) $3.4 million decrease in other income, net, when adjusted for the impact of income and expense amounts that are excluded in calculating Adjusted EBITDA as discussed above, all during the the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025. The following table sets forth a reconciliation of net income to Adjusted EBITDA for the periods presented: | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Net income | $245,312 | $91,223 | | Adjustments: | | | | Interest expense, net (1) | 1,046 | 1,392 | | Income tax expense | 28,394 | 30,197 | | Depreciation, amortization and disposals (2) | 19,218 | 12,858 | | Micro Bird acquisition costs | 7,558 | — | | Share-based compensation expense | 5,564 | 12,910 | | Gain from Micro Bird acquisition | (160,522) | — | | Pension plan settlement loss | 19,562 | — | | Micro Bird total interest expense, net; income tax expense or benefit; depreciation expense and amortization expense | 6,118 | 4,858 | | Adjusted EBITDA | $172,250 | $153,438 | | Adjusted EBITDA margin (percentage of net sales) | 14.3% | 14.3% | (1) Includes $0.5 million and $0.2 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, representing interest expense on operating lease liabilities, which are a component of lease expense and presented within cost of goods sold or selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. (2) Includes $2.4 million and $1.1 million for the nine months ended June 27, 2026 and June 28, 2025, respectively, representing amortization charges on right-of-use lease assets, which are a component of lease expense and presented within cost of goods sold or selling, general and administrative expenses on our Condensed Consolidated Statements of Operations. Liquidity and Capital Resources The Company’s primary sources of liquidity are cash generated from its operations, available cash and cash equivalents and borrowings under its revolving credit facilities. At June 27, 2026, the Company had $116.8 million of available cash (net of outstanding checks) and $141.7 million of additional borrowings available under the revolving line of credit portion of its credit facility. The Company’s revolving line of credit is available for working capital requirements, capital expenditures and other general corporate purposes. At June 27, 2026, Micro Bird also maintained a separate revolving credit facility having a maximum borrowing capacity of $50.0 million, all of which was available as there were no outstanding borrowings during the three months ended June 27, 2026 following the repayment of the balance existing on the April 1, 2026 acquisition closing date. This revolving credit facility is also available for working capital requirements, capital expenditures and other general purposes. Credit Agreement On November 17, 2023 (the “Closing Date”), BBBC ("Borrower") executed a $250.0 million five-year credit agreement with Bank of Montreal, acting as administrative agent and an issuing bank; several joint lead arranger partners and issuing banks, including Bank of America; and a syndicate of other lenders (the "Credit Agreement"). The credit facilities provided for under the Credit Agreement consist of a term loan facility in an aggregate initial principal amount of $100.0 million (the “Term Loan Facility”) and a revolving credit facility with aggregate commitments of $150.0 million. The revolving credit facility includes a $25.0 million letter of credit sub-facility and $5.0 million swingline sub-facility (the “Revolving Credit Facility,” and together with the Term Loan Facility, each a “Credit Facility” and collectively, the “Credit Facilities”). A minimum of $100.0 million of additional term loans and/or revolving credit commitments may be incurred under the Credit Agreement, subject to certain limitations as set forth in the Credit Agreement, and which additional loans and/or commitments would require further commitments from existing lenders or from new lenders. Borrower has the right to prepay the loans outstanding under the Credit Facilities without premium or penalty (subject to customary breakage costs, if applicable). Additionally, proceeds from asset sales, condemnation, casualty insurance and/or debt issuances (in certain circumstances) are required to be used to prepay borrowings outstanding under the Credit Facilities. Borrowings under the Term Loan Facility, which were made at the Closing Date, may not be reborrowed once they are repaid while borrowings under the Revolving Credit Facility may be repaid and reborrowed from time to time at our election. The Term Loan Facility is subject to amortization of principal, payable in equal quarterly installments on the last day of each fiscal quarter, which commenced on March 30, 2024, with 5.0% of the $100.0 million aggregate principal amount of all initial term loans outstanding at the Closing Date payable each year prior to the maturity date of the Term Loan Facility. The remaining initial aggregate principal amount outstanding under the Term Loan Facility, as well as any outstanding borrowings under the Revolving Credit Facility, will be payable on the November 17, 2028 maturity date of the Credit Agreement. The Credit Facilities are guaranteed by all of the Company’s wholly-owned domestic restricted subsidiaries (subject to customary exceptions) and are secured by a security agreement that pledges a lien on virtually all of the assets of Borrower, the Company and the Company’s other wholly-owned domestic restricted subsidiaries, other than any owned or leased real property and subject to customary exceptions. Under the terms of the Credit Agreement, Borrower, the Company and the Company’s other wholly-owned domestic restricted subsidiaries are subject to customary affirmative and negative covenants and events of default for facilities of this type (with customary grace periods, as applicable, and lender remedies). Borrowings under the Credit Facilities bear interest, at our option, at (i) base rate ("ABR") or (ii) the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR") plus 0.10%, plus an applicable margin depending on the TNLR (which is defined in the Credit Agreement as the ratio of consolidated net debt to consolidated EBITDA on a trailing four quarter basis) of the Company as follows: | Level | TNLR | ABR Loans | SOFR Loans | | --- | --- | --- | --- | | I | Less than 1.00x | 0.75% | 1.75% | | II | Greater than or equal to 1.00x and less than 1.50x | 1.50% | 2.50% | | III | Greater than or equal to 1.50x and less than 2.25x | 2.00% | 3.00% | | IV | Greater than or equal to 2.25x | 2.25% | 3.25% | Pricing on the Closing Date was set at Level III until receipt of the financial information and related compliance certificate for the first fiscal quarter ending after the Closing Date, with pricing as of June 27, 2026 set at Level I. Borrower is also required to pay lenders an unused commitment fee of between 0.25% and 0.45% per annum on the undrawn commitments under the Revolving Credit Facility, depending on the TNLR, quarterly in arrears. The Credit Agreement also includes a requirement that the Company comply with the following financial covenants on the last day of each fiscal quarter through maturity: (i) a pro forma TNLR of not greater than 3.00:1.00 and (ii) a pro forma fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.20:1.00. At June 27, 2026, Borrower and the guarantors under the Credit Agreement were in compliance with all covenants. First Amended Credit Agreement On March 31, 2026, in anticipation of the Micro Bird acquisition closing on the following day (see Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Report for a more detailed discussion of this transaction), BBBC executed an amendment to the Credit Agreement (the "First Amended Credit Agreement"), by and among BBBC, the Company and Bank of Montreal, acting as administrative agent, together with the other lenders. The First Amended Credit Agreement primarily provides for an increase in the letter of credit sub-facility component of the Revolving Credit Facility from $25.0 million to $60.0 million, although it did not change the $150.0 million aggregate commitments limitation for the Revolving Credit Facility. It also designates certain revolving credit facility indebtedness that may be incurred by Micro Bird outside of the terms of the First Amended Credit Agreement as permitted indebtedness, although the maximum amount of such indebtedness is initially capped at $50.0 million but decreases to $30.0 million upon the completion of certain conditions that generally must be finalized within a specified period following the closing of the acquisition. The Micro Bird revolving credit facility generally exists to support the financing of certain of its inventory purchases, with the increase in the letter of credit sub-facility component of the Company's Revolving Credit Facility securing Micro Bird's obligations under the terms of its revolving credit facility. Subsequent to the Company repaying all of Micro Bird's bank debt obligations in connection with the closing of the acquisition, there were no amounts outstanding on its revolving credit facility on April 1, 2026 or during the remainder of the third quarter of fiscal 2026 that ended on June 27, 2026. Under the terms of the First Amended Credit Agreement, Micro Bird's Canadian legal entities will not become parties thereto. However, the Credit Facilities are required to be secured by a security agreement that pledges a lien on 65% of the value of their issued and outstanding capital stock entitled to vote that generally must be finalized within a specified period following the closing of the acquisition. None of the other significant terms of the Credit Agreement discussed above were modified in connection with executing the First Amended Credit Agreement. Short-Term and Long-Term Liquidity Requirements Our ability to make principal and interest payments on borrowings under our Credit Facilities, as applicable, and our ability to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. Based on the current level of operations, we believe that our existing cash balances and expected cash flows from operations will be sufficient to meet our operating requirements for at least the next 12 months. To increase our liquidity in future periods, we could pursue raising additional capital via an equity or debt offering utilizing a currently effective "automatic shelf" registration statement. However, we can offer no assurance that we would be successful in raising this additional capital, which could also lead to increased expense and larger up-front fees when compared with our historical financial statements. Seasonality Historically, our business has been highly seasonal with school districts buying their new school buses so that they will be available for use on the first day of the school year, typically in mid-August to early September. This has, in fiscal years prior to the COVID-19 pandemic, resulted in our third and fourth fiscal quarters representing our two busiest quarters from a sales and production perspective, the latter ending on the Saturday closest to September 30. Our quarterly results of operations, cash flows, and liquidity have historically been, and are likely to be in future periods, impacted by seasonal patterns. Working capital has historically been a significant use of cash during the first fiscal quarter due to planned shutdowns and a significant source of cash generation in the fourth fiscal quarter. With the COVID-19 pandemic and subsequent supply chain constraints, seasonality and working capital trends have become unpredictable. Seasonality and variations from historical seasonality have impacted the comparison of working capital and liquidity results between fiscal periods. Cash Flows The following table sets forth general information derived from our Condensed Consolidated Statements of Cash Flows: | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Cash and cash equivalents at beginning of period | $229,313 | $127,687 | | Total cash provided by operating activities | 115,377 | 111,096 | | Total cash used in investing activities | (72,526) | (19,065) | | Total cash used in financing activities | (155,340) | (46,652) | | Change in cash and cash equivalents | $(112,489) | $45,379 | | Cash and cash equivalents at end of period | $116,824 | $173,066 | Total cash provided by operating activities Cash flows provided by operating activities totaled $115.4 million for the nine months ended June 27, 2026, an increase of $4.3 million from the $111.1 million of cash flows provided by operating activities during the nine months ended June 28, 2025. The increase primarily resulted from the $154.1 million increase in net income adjusted for the impacts of the non-cash pretax $160.5 million gain from acquisition of joint venture and $19.6 million pension plan settlement loss recognized during the nine months ended June 27, 2026 as well as the $3.9 million total net increase in all other non-cash adjustments impacting operating cash flows during the nine months ended June 27, 2026 when compared with the nine months ended June 28, 2025. This net increase was further impacted by net changes in operating assets and liabilities that unfavorably impacted operating cash flows by $12.7 million during the nine months ended June 27, 2026 when compared with the nine months ended June 28, 2025. The largest drivers in the changes in operating assets and liabilities resulted from an unfavorable change in accounts receivable of $70.8 million that was partially offset by a favorable change in accrued expenses, pension and other liabilities of $46.8 million, as follows: - A shift in our customer mix resulted in an increase in the accounts receivable balance towards the end of fiscal 2024 and again at June 27, 2026, when compared with the end of fiscal 2025 and June 28, 2025, respectively. Specifically, we had a significant increase in fleet revenue towards the end of fiscal 2024 and again towards the end of the third quarter of fiscal 2026 relating to school buses that were delivered to closely coincide with the start of the new school year, with such revenue representing the majority of sales we make on credit. During the nine months ended June 28, 2025, the accounts receivable balances relating to fiscal 2024 fleet revenue were collected, representing a significant cash inflow. As the accounts receivable balance at the end of fiscal 2025 was significantly lower than the balance at the end of fiscal 2024 due to a significant reduction in sales we made on credit at the end of each respective period, the amount of accounts receivable collected during the nine months ended June 27, 2026 was significantly lower when compared with the same period in fiscal 2025. Additionally, towards the end of the third quarter of fiscal 2026, we had a significant increase in fleet credit sales that resulted in an increase in the accounts receivable balance (that resulted in a significant use of cash) at June 27, 2026 with no similar significant activity impacting the accounts receivable balance at June 28, 2025. - There was a large increase in accrued expenses, pension and other liabilities (that resulted in a significant source of cash) during the nine months ended June 27, 2026 when compared with a large decrease (that resulted in a significant use of cash) during the nine months ended June 28, 2025. The increase during fiscal 2026 was primarily driven by a $29.4 million advanced payment made by a customer, with no similar activity during fiscal 2025. The decrease in fiscal 2025 primarily resulted from a decrease in accrued income taxes, primarily due to the timing of income tax payments that impacted the balances at June 28, 2025 when compared with June 27, 2026. Total cash used in investing activities Cash flows used in investing activities totaled $72.5 million for the nine months ended June 27, 2026, an increase of $53.5 million when compared to the $19.1 million of cash flows used in investing activities for the nine months ended June 28, 2025. The increase primarily resulted from the $49.6 million cash consideration paid in the Micro Bird acquisition, net of the cash acquired. Total cash used in financing activities Cash flows used in financing activities totaled $155.3 million for the nine months ended June 27, 2026 as compared to $46.7 million for the nine months ended June 28, 2025, resulting in a $108.7 million increase between fiscal periods. The increase primarily resulted from the $129.6 million of Micro Bird debt that was repaid in connection with the closing of the acquisition on April 1, 2026, that was partially offset by a $19.0 million reduction in common stock acquired in connection with the Company's share repurchase programs during the nine months ended June 27, 2026 when compared with the same period ended June 28, 2025. Free cash flow Management believes the non-GAAP measurement Free Cash Flow, defined as net cash provided by operating activities less cash paid for fixed assets and acquired intangible assets, fairly represents the Company’s ability to generate surplus cash that could fund activities not in the ordinary course of business. See “Key Non-GAAP Financial Measures We Use to Evaluate Our Performance” for further discussion. The following table sets forth the calculation of Free Cash Flow for the periods presented: | (in thousands of dollars) | Nine Months Ended / June 27, 2026 | Nine Months Ended / June 28, 2025 | | --- | --- | --- | | Net cash provided by operating activities | $115,377 | $111,096 | | Cash paid for fixed assets | (22,695) | (18,215) | | Free Cash Flow | $92,682 | $92,881 | Free Cash Flow for the nine months ended June 27, 2026 was $0.2 million lower than for the nine months ended June 28, 2025 due to a $4.3 million increase in net cash provided by operating activities as discussed above that was offset by a $4.5 million increase in cash paid for fixed assets. Off-Balance Sheet Arrangements We had outstanding letters of credit totaling $8.3 million at June 27, 2026 that secure our (a) self-insured workers compensation program and (b) performance obligations relating to certain environmental matters, the collateral for both of which is regulated by the State of Georgia. ## Item 3. Quantitative and Qualitative Disclosures About Market Risk. There have not been any material changes to our interest rate, commodity or currency risks previously disclosed in Part II, Item 7A of the Company’s fiscal 2025 Form 10-K. ## Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including, as appropriate, the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on their evaluations, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 27, 2026. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 27, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Items required under Part II not specifically shown below are not applicable. ## Item 1. Legal Proceedings. Blue Bird is engaged in legal proceedings in the ordinary course of its business. Although no assurances can be given about the final outcome of pending legal proceedings, at the present time management does not believe that the resolution or outcome of any of Blue Bird’s pending legal proceedings will have a material adverse effect on its financial condition, liquidity or results of operations. ## Item 1A. Risk Factors. In addition to the other information set forth in this Report, you should carefully consider the risk factors discussed in Part I, Item 1A of the Company's fiscal 2025 Form 10-K. Such risk factors are expressly incorporated herein by reference and they could materially adversely affect our business, financial condition, cash flows or operating results. The risks described in the fiscal 2025 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or operating results. ## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Issuance of Exchangeable Shares and Special Voting Share On April 1, 2026, the Company completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird pursuant to the terms of a Purchase Agreement dated February 15, 2026 in exchange for an aggregate purchase price of $205.9 million, inclusive of preliminary customary adjustments related to working capital and net debt. In connection with the acquisition, the Company paid the former owners $63.0 million in cash, funded entirely with cash existing on the closing date, and issued 2,702,180 shares of exchangeable common stock of a newly-formed Canadian Company subsidiary that are substantially equivalent to, and exchangeable on a one-to-one basis for, shares of Company common stock. In addition, the former owners also received one share of newly-created Company preferred stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. The aggregate value of the above issued securities totaled $142.9 million on the closing date. The exchangeable common stock and voting preferred stock were both issued without registration under the Securities Act of 1933, as amended (the “Act”), in reliance upon one or more available exemptions, including Section 4(2) and/or Regulation S under the Act, and available exemptions under Canadian law, and were issued as a result of a privately negotiated transaction and not pursuant to public solicitations. Period by fiscal month Title of Security Number of Shares Purchaser Consideration March 29 - April 25, 2026 Exchangeable common stock (1) 2,702,180 Former Micro Bird owners Sale of Micro Bird March 29 - April 25, 2026 Voting preferred stock (2) 1 Former Micro Bird owners Sale of Micro Bird (1) The exchangeable common stock is exchangeable on a one-to-one basis with Company common stock. The exchangeable common stock and any Company common stock issued upon exchange is subject to a contractual lock-up period as follows: no transfers of the shares may occur for a period of six months following the acquisition closing date, or until October 1, 2026. Thereafter, the shares will be released from lock-up as follows: 17.9% on each of October 1, 2026, April 1, 2027 and October 1, 2027; 27.8% on April 1, 2028 and the remaining 18.5% on April 1, 2029. (2) The voting preferred stock provides the holders of the exchangeable common stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. Issuer Repurchase of Equity Securities On January 31, 2024, the Board of Directors of the Company authorized and approved a share repurchase program for up to $60 million of outstanding shares of the Company’s common stock over a period of 24 months, expiring January 31, 2026. On August 5, 2025, the Board of Directors of the Company authorized and approved a second share repurchase program for up to $100 million of outstanding shares of the Company’s common stock, expiring January 1, 2028. Under both share repurchase programs, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board of Directors also authorized the Company to enter into written trading plans pursuant to Rule 10b5-1 under the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program. The timing, manner, price, and number of shares to be repurchased will be at the discretion of Company management. The repurchase programs do not obligate Blue Bird to acquire any specific amount of securities and can be modified or terminated at any time without notice. Repurchases under these programs are expected to be funded from one or a combination of existing cash balances, future free cash flow or indebtedness. The share repurchases during the first quarter of fiscal 2026 resulted in the Company utilizing all $60.0 million that was authorized under the initial share repurchase program prior to its expiration date. Share repurchase activity under the share repurchase programs, on a trade date basis, for each fiscal month in the quarter ended June 27, 2026, was as follows: | Period by fiscal month | Total number of shares repurchased | Average price paid per share (in dollars) (1) | Total number of shares repurchased as part of publicly announced plans or programs (2) | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | | --- | --- | --- | --- | --- | | March 29 - April 25, 2026 | — | — | — | $90.6 | | April 26 - May 23, 2026 | — | — | — | 90.6 | | May 24 - June 27, 2026 | — | — | — | 90.6 | | Total | — | | — | | (1) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax. (2) All share repurchases were made under the $100.0 million repurchase program approved on August 5, 2025 that expires on January 1, 2028. ## Item 5. Other Information. (c) During the third quarter of fiscal 2026, none of the Company's directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K. ## Item 6. Exhibits. The following Exhibits are filed with this Report: | Exhibit No. | Description | | --- | --- | | 2.1 | Asset Purchase Agreement dated August 3, 2026, by and among Blue Bird Body Company (“BBBC”), Detroit Chassis, LLC, and Spectra LMP, LLC (the schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to include supplemental copies of any of the omitted exhibit or schedules upon request by the SEC). (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on August 5, 2026). | | 3.1 | The registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 26, 2015). | | 3.2 | Certificate of Amendment (dated March 11, 2026) to registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant with the SEC on May 6, 2026). | | 3.3 | Certificate of Designation of Special Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on April 2, 2026). | | 3.4 | The registrant's Bylaws, as amended, effective February 2, 2023 (incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K, filed by the registrant with the SEC on February 3, 2023). | | 10.1* | Two-Insurer Buyout Commitment Agreement between Pacific Life Insurance Company, Pacific Life and Annuity Company and Blue Bird Body Company, effective May 12, 2026. | | 10.2 | Master Collaboration Agreement dated as of July 31, 2026, between Ford Motor Company and Blue Bird Body Company. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K, filed by the registrant with the SEC on August 5, 2026). | | 31.1* | Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | | 31.2* | Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934. | | 32.1* | Chief Executive Officer and Chief Financial Officer Joint Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 101.INS*^ | XBRL Instance Document | | 101.SCH*^ | XBRL Taxonomy Extension Schema Document | | 101.CAL*^ | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF*^ | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB*^ | XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE*^ | XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * Filed herewith. ^ In accordance with Regulation S-T, XBRL (Extensible Business Reporting Language) related information in Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 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 thereunto duly authorized. Blue Bird Corporation Dated: August 5, 2026 /s/ John Wyskiel John Wyskiel President and Chief Executive Officer Dated: August 5, 2026 /s/ Razvan Radulescu Razvan Radulescu Chief Financial Officer --- ## EX-10.1 SEC source: [ex101-plicandplacommitment.htm](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/ex101-plicandplacommitment.htm) Confidential – Subject to NDA Two-Insurer Buyout Commitment Agreement 05/12/2026 (the “Commitment Agreement Date”) Pacific Life Insurance Company (the “Primary Insurer”), Pacific Life and Annuity Company (the “NY Insurer” and together with Primary Insurer, the “Insurers” and each an “Insured”), and Blue Bird Body Company (the “Company”) hereby agree that (a) the Primary Insurer shall provide a nonparticipating single premium group annuity contract (the “Primary Contract”), supported by its commingled separate account and its general account, and (b) the NY Insurer shall provide a nonparticipating single premium group annuity contract (the “NY Contract” and together with the Primary Contract the “Contracts” and each, a “Contract”) supported by its commingled separate account and its general account each in connection with the settlement of liabilities associated with certain benefits arising under the Blue Bird Body Company Employee Pension Plan (the “Plan”), subject to the terms and conditions of this Commitment Agreement (this “Commitment Agreement”). Capitalized terms not defined in paragraphs 1-12 of this Commitment Agreement are defined in paragraph 13 or in a Schedule to this Commitment Agreement. 1.Closing. The payment of the Premium Amount (as defined in paragraph 3.a) to the Insurers (the “Closing”) will take place five (5) Business Days following the Commitment Agreement Date (the “Premium Date”). Subject to the Insurers’ receipt of the Premium Amount on the Premium Date and any GAC True-Up Premium (as defined in Schedule 3) due to the Insurers in accordance with this Commitment Agreement, the Insurers agree to issue the Contracts, as described in paragraph 2, with an effective date that is the Premium Date. 2.Contract Issuance. a.Approvals. After the Premium Date, the Insurers and the Company shall each use commercially reasonable efforts to (i) revise the applicable Specimen Contract Form to reflect the revisions that were mutually agreed to by the parties prior to the Commitment Agreement Date and negotiate any additional revisions to the applicable Specimen Contract Form (as so revised, the “Modified Contract Form”) in accordance with paragraph 2.b and (ii) negotiate any revisions to the related forms of annuity certificates. To the extent required by applicable law, the Insurers shall submit the applicable Modified Contract Form for approval by the applicable state’s insurance commission no later than 14 days after the Insurers and the Company have agreed to the final terms of the Modified Contract Form. The Insurers will use commercially reasonable efforts to obtain regulatory approvals of customized annuity certificates prior to the annuity certificate mailing date set for in paragraph 5.c. In the event that any approval, to the extent required by applicable law, is not granted, or if the Modified Contract Form is disapproved, the Insurers and the Company will cooperate in good faith to mutually agree on modifications to the applicable Modified Contract Form to address the requests of the applicable state’s insurance commission, if any, and, to the extent possible, preserve the provisions in the applicable Modified Contract Form. Confidential Confidential – Subject to NDA b.Modified Contract Form. If, in accordance with paragraph 2.a, the negotiation of the applicable Modified Contract Form and the receipt of any related regulatory approvals for all negotiated changes to the applicable Specimen Contract Form are completed by the date that is at least 10 Business Days prior to the Scheduled GAC Issuance Date, then, subject to the Insurers’ receipt of the Premium Amount on the Premium Date and any GAC True-Up Premium due to the Insurers, each Insurer will, on the Scheduled GAC Issuance Date, issue the applicable Contract using the applicable Modified Contract Form in lieu of the applicable Specimen Contract Form, subject to and in accordance with paragraphs 1 and 2. The Contracts will incorporate the data and premium adjustments described in paragraph 3.c and Schedule 3 to reflect any agreed upon changes in the final annuity exhibits, which will be attached to and become part of the Contracts. Notwithstanding the foregoing, to the extent that after good faith discussions the Insurers and the Company are unable to agree on the final terms of the Contracts or if the Insurers, using commercially reasonable efforts, are unable to obtain approval from the applicable state insurance commission prior to the date that is 90 Business Days after the Scheduled GAC Issuance Date, then, subject to the Insurers’ receipt of the Premium Amount on the Premium Date and any GAC True-Up Premium due to the Insurers on the Scheduled GAC Issuance Date, each Insurer will issue the applicable Contract using the applicable Specimen Contract Form (with the annuity exhibits reflecting any changes mutually agreed between the parties as of the date of issuance); provided that, if following the issuance of the applicable Specimen GAC Form in accordance with this sentence, the Insurers and the Company agree on the final terms of the Contracts and any applicable approval is obtained from the applicable state insurance commission, then subject to and in accordance with paragraphs 1 and 2, the Insurers will amend and restate the Contracts so that its terms are replaced by the applicable Modified Contract Form (or applicable provisions thereof). c.Annuity Payment Takeover Date. Subject to each Insurer’s receipt of the Premium Amount in accordance with paragraph 3, each Insurer irrevocably commits to make payments to Payees commencing on August 1, 2026 (“Annuity Payment Takeover Date”). Each Insurer will make such payments even if the applicable Contract has not been issued by such Insurer as of the Annuity Payment Takeover Date. d.Data. As a condition to the Insurers issuing the Contracts, by June 1, 2026 the Company will deliver or cause to be delivered to the Insurers the data necessary for the Insurers to prepare the annuity exhibits and the information necessary for the Insurers to draft provisions of the Contracts, and to administer the payments thereunder (“Necessary Data”). Such information shall be provided in “good order” on an Excel spreadsheet provided to the Company by the Insurers. Information will be determined to be in “good order” if it is received by the Insurers in a manner than is satisfactory to the Insurers and is sufficiently complete and clear such that the Insurers do not have to exercise discretion. The necessary Payee information is as follow: Confidential 2 Confidential – Subject to NDA i.Unique identifier ii.Full name (last name, first name, middle initial (if applicable) in separate cells) iii.Date of birth iv.Social Security number (9 digits) v.Monthly benefit amount vi.Annuity form/benefit type vii.Current address viii.Bank account information for those that request EFT payments a.Bank name b.Bank address c.Bank account number (including the leading zeros, if applicable) d.ABA routing number (9 digits) ix.Contingent/beneficiary annuitant information a.Full name b.Date of birth c.Social Security number x.Federal, state, and local income tax withholding information a.Insurers abide by the federal, state, and local tax withholding laws which could result in a different amount than provided in the census data b.Current federal W-4P and state withholding certificates (if any). Insurers reserve the right to solicit new withholding elections from any Payee xi.Employee contributions (if any) xii.Medical insurance deductions (if any) xiii.Post-retirement benefits (if any) xiv.COLA (if any) Regarding proof of age, the Insurers reserve the right to request copies of birth certificates or baptismal certificates for selected individuals. Notwithstanding the good faith effort of the Company to provide the Necessary Data, if such information is not received by the Insurers in good order, at least 60 days prior to the Annuity Payment Takeover Date, the Insurers may request that the Company continue to have all benefit payments paid by the current payor until the Insurers are able to commence benefit payments directly to the Payees who are in current pay status. In such situations, and upon agreement between the parties, a bulk wire transfer will be made each month to the current payor or other person or entity identified by the Company, equal to the aggregate monthly benefit payment for the Payees. Prior to the Insurers’ receipt of the Necessary Data, the Insurers may refer any Payee who contacts the Insurers to the Company Contact (as defined in paragraph 6.b) for assistance and the Insurers may delay the mailing of Welcome Kit (as defined in paragraph 5.b) and applicable annuity certificates for a number of days equal to the number of days the Necessary Data was delayed. Confidential 3 Confidential – Subject to NDA e.Terms. The terms of each Contract and related forms of annuities shall be consistent with the Insurer’s final proposal dated May 11, 2026 (the “Proposal”), as updated to reflect (i) any modifications contemplated in the Insurer’s Final Annuity Quote Sheet dated May 12, 2026 (the “Final Annuity Quote Sheet”) and (ii) any modifications mutually agreed to by the Company and the Insurer after the Commitment Agreement Date and before the 35th Business Day prior to the Scheduled GAC Issuance Date, or such other date mutually agreed upon by the Company and the Insurer. 3.Closing Premium. a.Premium Payment: On the Premium Date, the Company will pay or cause to be paid $78,905,991.00 in Cash to the Primary Insurer in consideration for the Primary Contract and will pay or cause to be paid $9,935.00 in Cash to the NY Insurer in consideration of the NY Contract. The aggregate payments to both Insurers is the “Premium Amount.” b.Interest Payments. Any payment made pursuant to paragraph 3.c will also include an amount, in Cash, equal to the interest on such payment calculated at an annual rate equal to 5.71% compounded daily from the Premium Date through but excluding the date of such payment. c.Premium Adjustments. The Insurers and the Company will cooperate in good faith so that the Insurer can calculate the GAC True-Up Premium in accordance with Schedule 3, subject to the following terms: i.Data Notice Date. The “Data Notice Date” is a date that is six (6) months after the Contract Date (as defined in each applicable Contract. To the extent that the Company discovers or has any Data Changes (as defined in Schedule 3) the Company will provide written notice of such Data Changes to the applicable Insurer no later than the Data Notice Date. The Insurers will only be responsible for incorporating Data Changes into the calculation of the GAC True-Up Premium that the Insurers have identified or of which the Insurers have been notified by the Company, in each case, on or prior to the Data Notice Date. Such incorporation is subject to the Insurers’ and the Company’s agreement on such Data Changes and any limitations on incorporating such Data Changes into the GAC True-Up Premium set forth in Schedule 3. ii.The Insurers will deliver to the Company an Illustration of Benefits utilizing and consistent with the Base File and the GAC Issuance Data. Following such delivery, the Insurers and the Company will cooperate in good faith to resolve any questions or discrepancies and the Insurers will reflect in the annuity exhibit any changes agreed to by the Company and the Insurers. Each Insurer may exclude any Payee from the annuity exhibit for whom such Insurer has not been provided or otherwise been able to identify any of the Necessary Data. Confidential 4 Confidential – Subject to NDA iii.The Insurers will send the calculation of the GAC True-Up Premium to the Company and the Insurers and the Company will cooperate in good faith to resolve any questions or discrepancies prior to the True-Up Date. If the Company and the Insurers cannot resolve any dispute with respect to the GAC True-Up Premium on or prior to the True-Up Date, then the Insurers’ determination will control for purposes of the GAC True-Up Premium, but the Company may immediately commence an arbitration dispute pursuant to Schedule 4 with respect to the GAC True-Up Premium. iv.The GAC True-Up Premium will be paid on the True-Up Date as follows: (A) if the GAC True-Up Premium is a positive number, then the Company will pay or cause to be paid to the applicable Insurer an amount, in Cash, equal to such GAC True-Up Premium, plus interest calculated in accordance with paragraph 3.b from the Premium Date through the date of payment, and such Insurer will deposit the Cash into commingled separate account and its general account that supports the Contract and (B) if the GAC True-Up Premium is a negative number, then the Insurer will pay to the Plan Trust (or if the Plan is not in existence as of such date, the Company) an amount, in Cash, equal to the absolute value of such GAC True-Up Premium plus interest calculated in accordance with paragraph 3.b from the Premium Date through the date of payment. v.After the Data Notice Date, any Data Correction (as defined in Schedule 3), other than additional benefits that were not previously included, will be accommodated without any financial consequences to the Company. Such changes will be assumed the responsibility of the Insurers, who may increase or decrease, as applicable, payments to any Annuitant, Contingent Annuitant, or Beneficiary. The Company shall not be responsible for any additional premium, nor shall it be entitled to any premium refund as a result of the Data Correction. Notwithstanding the foregoing sentence, the Contracts, including any Schedule, may be amended, or changed, pursuant to the provisions for amendment in the Contracts, in order to provide additional benefits for any or all Annuitants, Contingent Annuitants and Beneficiaries covered under the applicable Contract. Insurers, within their sole discretion, and using current rates, must receive the appropriate premium amount from the Company before any such additional benefits shall be paid. vi.Notwithstanding the foregoing, if a Data Change is discovered after the Annuity Payment Takeover Date and a Payee has received an overpayment or an underpayment of their benefits, the applicable Insurer shall make the necessary adjustments to retroactively correct the payments which may include either a lump sum payment for any underpayment(s) that were made, or a reduction of future payments to correct any overpayment(s) that were made, in accordance with applicable law. Insurers and not responsible for any Confidential 5 Confidential – Subject to NDA overpayment or underpayment of any benefit that was made, or should have been made, prior to the Annuity Payment Takeover Date. 4.Public Announcements and Other Communications. a.Press Releases. The Insurers and the Company shall cooperate in good faith to agree on any press release by any party regarding the transactions contemplated by this Commitment Agreement; provided, however, that (except as provided in the following sentence) no party shall issue a press release or otherwise publicly disclose the transactions contemplated by this Commitment Agreement unless and until the other party, in its reasonable discretion, approves such disclosure in writing prior to such disclosure, such approval not to unreasonably be withheld. Notwithstanding the foregoing, in the event that a party determines that disclosure is required by law, regulation, court order, or any listing or trading agreement, such party may make such disclosure without approval of the other party, but shall, to the extent reasonably practicable and permitted by law, notify the other party prior to making such disclosure, give the other party an opportunity to comment on such disclosure and consider in good faith incorporating any such comments. Nothing in this paragraph 4.a will prevent the Insurers from (i) communicating with Payees, including through communications posted to the Insurers’ website or (ii) discussing or disclosing the transactions contemplated by this Commitment Agreement so long as such disclosure does not reference the Plan or the Company’s name, industry, workforce, or other information that could reasonably allow a third party to identify the Company and/or the Plan. The Insurers are permitted to provide the Company’s name and contact details to other potential clients in reference to the Insurers as the providers of the Contracts. b.SEC Filings. If either the Insurers or the Company concludes that disclosure of this Commitment Agreement is required by the rules of the Securities and Exchange Commission (“SEC”), (i) the Company and the Insurers will cooperate in good faith to prepare a version of the Commitment Agreement and/or the Contracts for disclosure which redacts information relating to the pricing of the Contracts and such other information as the Company or the Insurers conclude is competitively sensitive from the perspective of the Company or the Insurers or otherwise merits confidential treatment, (ii) the Company and/or the Insurers, as applicable, will include the other party in any material correspondence (written or oral) with the SEC regarding any SEC review of such redactions, and (iii) the Company and the Insurers will reasonably cooperate in connection with such redactions and any revisions thereto made in response to any requests, comments or questions received from the SEC. 5.Welcome Letter and Annuity Certificates. a.Cooperation. The Insurers and the Company will cooperate in good faith to agree on communications to be provided to Certificate Payees (as defined in paragraph 5.c) pursuant to this paragraph 5, including the Welcome Letter, the forms of annuity certificates and the goodbye letter, subject to paragraphs 5.b and 5.c. Confidential 6 Confidential – Subject to NDA b.Welcome Letter. On or before July 17, 2026, the Insurers will mail a welcome letter to persons who will be Certificate Payees if living at the time of the certificate mailing pursuant to paragraph 5.c (the “Welcome Letter”). The Insurers will send copies of the Welcome Kit materials to the Company as soon as practicable, and the Insurers will consider in good faith any comments made by the Company on the Welcome Letter on or before the fifth (5th) Business Day after it receives such document from the Insurer. c.Annuity Certificates. The Insurers will use commercially reasonable efforts to obtain all regulatory approvals necessary for the issuance of any annuity certificate under the Contracts. The Insurers will mail an annuity certificate to each Payee entitled to an annuity certificate under the terms of the applicable Contract (each, a “Certificate Payee”) no later than ninety (90) Business Days following the execution date of the applicable Contract. The rights of a Certificate Payee are not conditioned on the issuance of his/her annuity certificate, and any delay in issuing a certificate will not have any effect on the date as of which such Certificate Payee has enforceable rights against the Insurer. 6.Administration and Transfer. a.Administrative Transition and Cooperation. The Company will provide or cause to be provided to the Insurers the information needed to administer the payments under the Contracts and will complete or cause to be completed all processes set forth in Schedule 2. The Company (or its applicable representative or agent acting on its behalf) and the Insurers will use commercially reasonable efforts to take or cause to be taken all actions necessary (including, but not limited to, the delivery of final census data in good order on or prior to June 1, 2026) to coordinate the takeover and operation by the Insurers of all administration responsibilities necessary to effectively provide recordkeeping and administration services regarding payments under the Contracts, including, but not limited to, in the case of the Company, providing, or ensuring that any third-party service provider acting at the direction, and on behalf, of the Company and/or the Plan, provides the Insurers with information or records relating to the Plan benefits, the Payees and Payees’ addresses, bank and income tax withholding elections in its possession. The Company will make subject matter experts available to promptly address any questions the Insurers may have regarding the benefit provisions. The Company acknowledges that, in connection with making payments to Payees under the Contracts, the Insurers are relying on the income tax withholding election information with respect to the Payees that is provided to the Insurers by the Company, or by its applicable representative or agent acting at the direction, and on behalf, of the Company and/or the Plan, however, the Insurers, at any time, may solicit new income tax withholding elections from Payees. Confidential 7 Confidential – Subject to NDA b.Call Center and Company Contact. From the date the Welcome Letter is mailed, the Insurer will maintain, at its cost and expense, a toll-free phone number and/or a website (the “Call Center”) which will be available for Payees to contact the Insurers with questions related to the Contracts and the annuity certificates. The Company will maintain for a period of five years following the Premium Date, at its cost and expense, a point of contact (the “Company Contact”) to which the Insurers may refer Payees who pose questions related to their Plan benefits. In the event that a Payee contacts the Company with questions related to the Contracts or annuity certificates, the Company may refer Payees to the Call Center. In the event that a Payee contacts the Insurers with questions related to the Payee’s Plan benefits, the Insurers may refer the Payee to the Company Contact. 7.Insurer’s Representations and Warranties. Each Insurer hereby represents and warrants to Company as of the Commitment Agreement Date and as of the Premium Date, severally as to itself and not jointly, that: a.Due Organization, Good Standing and Corporate Power. Such Insurer is a life insurance company, duly organized, validly existing and in good standing under the laws of the State of Nebraska (in the case of Primary Insurer) and the State of Arizona (in the case of NY Insurer). Such Insurer is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its performance of its obligations in the Commitment Agreement, the transactions contemplated hereunder and the applicable Contract makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed would not be material. Such Insurer has all requisite corporate power and legal authority to enter into and carry out its obligations under this Commitment Agreement and the applicable Contract and to consummate the transactions contemplated to be undertaken by such Insurer in this Commitment Agreement and the applicable Contract. b.Compliance with Laws. The business of insurance conducted by such Insurer has been and is being conducted in material compliance with applicable laws, and none of the licenses, permits or governmental approvals required for the continued conduct of the business of such Insurer as such business is currently being conducted will lapse, terminate, expire or otherwise be impaired as a result of the consummation of the transactions contemplated to be undertaken by Insurers in this Commitment Agreement, except as, in either case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of such Insurer to perform its obligations under this Commitment Agreement. c.Relationship to the Plan. Such Insurer is not (1) a trustee of the Plan (other than a non-discretionary trustee who does not render investment advice with respect to any assets of the Plan), (2) a plan administrator (within the meaning of ERISA § 3(16)(A) and Code § 414(g)) or (3) an employer any of whose employees are covered by the Plan. Neither Insurer nor any of such Insurer’s affiliates is a fiduciary of the Plan who either (1) has or exercises any discretionary authority or control with respect to the investment of Plan Confidential 8 Confidential – Subject to NDA assets that are or will be involved in the transactions contemplated by the Commitment Agreement or the Contract or (2) renders investment advice (within the meaning of ERISA § 3(21)(A)(ii) or Code § 4975(e)(3)(B)) with respect to such assets. d.No Post-Closing Liability. Following the Annuity Payment Takeover Date, the Plan, the Company and their respective affiliates and representatives will not have any liability to pay any annuity payment under the Contracts. e.No Commissions. No commissions are or will be owed by Insurer to any individual or entity in connection with the transactions contemplated in this Commitment Agreement and the Contract for which any other party, or its respective affiliates or representatives, could be liable. f.Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the applicable Contract, and the consummation of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement and the applicable Contract. This Commitment Agreement has been duly executed and delivered by Insurer and is a valid and binding obligation of Insurer and enforceable against Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Agreement and the Contract by Insurer, and the consummation by Insurer of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement, do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities, violate or conflict with any law or order of any governmental authority applicable to such Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which such Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on such Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities. g.The Applicable Contract. The applicable Contract, when executed, will be duly executed and delivered by the applicable Insurer and will be a valid and binding irrevocable Confidential 9 Confidential – Subject to NDA obligation of Insurer and enforceable against Insurer by the contract-holder, and each annuitant, contingent annuitant, and beneficiary in accordance with its terms, subject to the Enforceability Exceptions. No governmental approval is required for Insurer to issue the applicable Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities. At all times, the right to a benefit, in accordance with the Contract’s terms, will be enforceable by the annuitant, contingent annuitant, or beneficiary to whom the benefit is owed under the Contract, a such person’s sole choice, subject to the Enforceability Exceptions. Even if Company, as the contract-holder, ceases to exist, notifies such Insurer that it will cease to perform its obligations under the applicable Contract, or no longer has obligations under the applicable Contract, the applicable Contract will remain a valid and binding obligation of Insurer, irrevocable and in full force and effect, and enforceable against such Insurer by each annuitant, contingent annuitant, or beneficiary in accordance with its terms, subject to the Enforceability Exceptions. h.Accuracy of Information. To such Insurer’s knowledge (i) all material information provided by each Insurer to Company (other than any component incorporated into the calculation of the Premium Amount or the premium adjustment under paragraph 3.c. not calculated, determined or provided by Insurers, and any information provided by Insurers based on any such component) in connection with the transactions contemplated by this Commitment Agreement was, as of the date indicated on such information, true and correct in all material respects and (ii) no change has occurred since the date indicated on such information that such Insurer has not publicly disclosed or disclosed to the recipient of such information that would cause such information, taken as a whole, to be false or misleading. i.Litigation. There is no action pending or, to such Insurer’s knowledge, threatened against either Insurer that in any manner challenges or seeks to prevent, enjoin or materially alter or delay the transactions contemplated by this Commitment Agreement or that could reasonably be expected to materially impair or restrict either Insurer’s ability to consummate the transactions contemplated by this Commitment Agreement and to perform its obligations hereunder. 8.Company Representations and Warranties. The Company hereby represents and warrants to the Insurers as of the Commitment Agreement Date, as of the Premium Date and as of any other date on which the Company or Plan Trust pays Cash or assets to the Insurers in connection with the transactions contemplated by this Commitment Agreement or the Contract, that: Confidential 10 Confidential – Subject to NDA a.Due Organization, Good Standing and Corporate Power. Company is a corporation duly organized, validly existing and in good standing under the laws of Georgia Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its performance of its obligations in the Commitment Agreement and the Contract makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed would not be material. Company has all requisite corporate power and legal authority to enter into and carry out its obligations under this Commitment Agreement and the Contract and to consummate the transactions contemplated to be undertaken by Company in this Commitment Agreement and the Contract. b.Accuracy of Information. To the Company’s Knowledge (1) the Base File provided by the Company to the Insurers from Milliman to Pacific Life in the file titled BBC Completed Census Data_Buy-Out (4.28.2026) – for insurers.xls did not contain any misstatements or omissions that were, in each case, whether individually or in the aggregate, material and (2) the data in respect of benefit amounts, forms of annuities, and census data for date of birth, date of death, state of residence, or gender, plan indicator, lump-sum indicator, hourly/salaried indicator, status (beneficiary in pay or participant) and years of service in each case, with respect to the Payees that was furnished on behalf of the Company to the Insurers was not generated using any materially incorrect systematic assumptions and did not contain any material omissions. c.Compliance with ERISA. The Plan and Plan Trust are maintained under and are subject to ERISA and, to the Company’s Knowledge, are in compliance with ERISA in all material respects. The Plan is qualified under § 401(a) of the Code and exempt from tax under § 501(a) of the Code. The Plan’s most recent favorable IRS determination letter is dated [DATE] and, to the Company’s Knowledge, no event has occurred that is reasonably likely to result in the Plan losing its status as qualified by the Code for preferential tax treatment under Code §§ 401(a) and 501(a). All amendments to the Plan necessary to affect the transactions contemplated by this Commitment Agreement and the Contracts have been duly executed and, to the extent that they require authorization by the Company, have been or will be by the Premium Date, duly authorized and made by the Company. d.ERISA Determinations. i.The Company is a fiduciary of the Plan with respect to the transactions contemplated by this Commitment Agreement. ii.The Company, in its capacity as a fiduciary of the Plan, has selected the Insurers to issue the Contracts as set forth in this Commitment Agreement and such selection, the transactions contemplated by this Commitment Agreement, the Plan’s use of assets for the purchase of the Contracts as contemplated by this Commitment Agreement, and the Contracts (including its terms) all satisfy the ERISA Requirements. Confidential 11 Confidential – Subject to NDA iii.The transactions contemplated by this Commitment Agreement and the purchase of the Contracts do not result in a Non-Exempt Prohibited Transaction. iv.The Plan Trust will pay no more than “adequate consideration” for the Contracts within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10). The Company, in its capacity as a fiduciary of the Plan, is responsible for exercising independent judgment in evaluating any transactions that the Plan engages in with the Insurers (including purchase of the Contracts). The Company understands that the Insurers did not undertake and are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any transactions that the Plan engages in with the Insurers (including purchase of the Contracts). v.The execution of this Commitment Agreement and the Contracts does not violate or conflict with any provision of the Plan and any documents and instruments governing the Plan as contemplated under ERISA § 404(a)(1)(D), or the certificate or articles of incorporation, bylaws, code of regulations, or the comparable governing documents of the Company. e.Enforceability; No Conflict. Company has received all necessary corporate approvals and no other action on the part of Company is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contracts, and the consummation of the transactions contemplated to be undertaken by Company in this Commitment Agreement and the Contracts. This Commitment Agreement and the Contracts have been or will be duly executed and delivered by Company, and is (or when executed will be) a valid and binding obligation of Company and enforceable against Company in accordance with its terms, subject to the Enforceability Exceptions. The execution, delivery and performance of this Commitment Agreement and the Contracts by Company, and the consummation by Company of the transactions contemplated to be undertaken by Company in this Commitment Agreement do not (1) violate or conflict with any provision of the Plan and any documents and instruments governing the Plan as contemplated under ERISA § 404(a)(1)(D) (the “Plan Governing Documents”), the certificates or articles of incorporation, bylaws, code of regulations, or the comparable governing documents of Company, (2) violate or conflict with any law or order of any governmental authority applicable to Company or the Plan Governing Documents, (3) require any governmental or governmental agency approval or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which Company is a party, except where the occurrence of any of the foregoing would Confidential 12 Confidential – Subject to NDA not have a material adverse effect on Company’s ability to consummate the transactions contemplated by this Commitment Agreement. f.Litigation. There is no action pending or, to Company’s knowledge, threatened against Company or the Plan that in any manner challenges or seeks to prevent, enjoin or materially alter or delay the transactions contemplated by this Commitment Agreement or that could reasonably be expected to materially impair or restrict such party’s ability to consummate the transactions contemplated by this Commitment Agreement and to perform its obligations hereunder. 9.Termination. a.This Commitment Agreement may be terminated at any time prior to the execution of the Contracts as provided below: i.By mutual written consent of the Company and Insurers, or ii.Unilaterally by either the Company or the Insurers if there has been a material misrepresentation or breach of any representation or warranty by the other party. b.Termination of this Agreement shall have no effect on the Privacy and Confidentiality provisions in paragraph 10 or the Indemnification provisions in paragraph 11, which shall survive such termination. 10.Privacy and Confidentiality a.The parties acknowledge that as a result of this Agreement, each party may have access to and receive non-public personally identifiable financial and/or health information (NPI), as defined in federal and state law, regarding consumers, customers, former customers and/or their beneficiaries as well as material non-public information (whether oral, written, electronic or otherwise) relating to the disclosing Party that on or after the date hereof is disclosed to the recipient party or any of its employees or representatives by disclosing Party or any of its employees or representatives (collectively with NPI, “Confidential Information”). b.Confidential Information does not include information that: i.Is now in the public domain or later enters the public domain through no action by recipient party or its employees or representatives in violation of the Commitment Agreement; Confidential 13 Confidential – Subject to NDA ii.the recipient party can demonstrate was already in its or its employees or representatives’ possession on a non-confidential basis at the time of its disclosure to recipient party pursuant to the Commitment Agreement; iii.is independently developed by recipient or its employees or representatives without reference to any Confidential Information; iv.becomes available to recipient party or its employee or representative on a non-confidential basis from a source other than disclosing party, provided that, to the knowledge of recipient party or its employees or representatives, such source was not bound by an obligation of confidentiality to disclosing party, or v.is appropriate for disclosure or release by written authorization from disclosing party. c.The parties agree to maintain the confidentiality of such the Confidential Information and shall not use, disclose, furnish or make accessible such the Confidential Information to anyone other than authorized employees and agents of that party as necessary to carry out the party’s obligations under this Agreement or as required by law or to comply with a request of a governmental or judicial entity. d.Each party further agrees to establish and maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of the Confidential Information. The parties shall maintain the Confidential Information as confidential, consistent with its administrative, technical and physical safeguards for the maximum extent of time required by applicable laws, but not less than six (6) years from the date that such information is no longer in use, by utilizing with respect to the Confidential Information, or as required by applicable law. For purposes of this paragraph, “Data Breach” means any unauthorized use, disclosure, acquisition of or access to, Confidential Information that reasonably may compromise the privacy or confidentiality, integrity, or availability of Confidential Information; or unauthorized access to or use of, inability to access, loss or theft of, or malicious infection of such Insurer’s IT system or third party systems that reasonably may compromise the privacy or confidentiality, integrity, or availability of Confidential Information or such Insurer’s operating environment or services. e.At the request of the party that owns the Confidential Information, or in the absence of such request, upon termination of this Agreement, the other parties shall promptly return all Confidential Information which has been provided to them, or dispose of such Confidential Information in a manner agreed upon by the parties, unless the parties are required to maintain such Confidential Information under federal or state laws or regulations. Confidential 14 Confidential – Subject to NDA f.Each party agrees that it will immediately notify the other parties upon learning of any unauthorized access to or disclosure of Confidential Information in its possession or of a third party to whom it provided possession, and to cooperate in and be financially responsible for any investigation or action the other parties determine is reasonably necessary or is subject to as the result thereof. The parties further agree to comply with all applicable federal, state and local laws pertaining to privacy and breach of data security. 11.Indemnification a.Indemnification by the Insurers. The Insurers agree, upon receipt of the Premium Amount, to indemnify, defend and hold the Company, and the Plan, and their respective affiliates, officers, directors, stockholders, employees and agents (each, a “Company Indemnified Party”) harmless from and against any and all actual (but not potential, consequential, contingent or punitive) losses, damages, costs and expenses, including reasonable attorney’s fees (“Losses”), that the Company Indemnified Party would otherwise incur in the defense, settlement or payment of judgment of a claim, action or proceeding asserted by a third party against the Company Indemnified Party, to the extent that such Losses have been proximately caused by such Insurer as a result of: (i) any material breach by such Insurer of a representation, warranty or covenant under this Commitment Agreement or (ii) any failure by such Insurer to make payments pursuant to the applicable Contract (“Company Indemnified Claims”). If, however, the Losses otherwise indemnified were primarily caused by actions or omissions of any of the Company Indemnified Parties or a third party or not primarily caused by such Insurer, such Insurer shall have no obligation to indemnify for Losses representing either a settlement or the payment of a judgment. For the avoidance of doubt, a failure to make payments under paragraph 11.a.(ii) does not include any failure by the Plan or the Company to pay any amount that such Insurer would not be obligated to pay under the applicable Contract. Notwithstanding the foregoing, Company Indemnified Claims shall not include any failure by such Insurer to make any such payments during a time period when the Company, or a payor identified by the Company is making Payments pursuant to paragraph 2.d. Furthermore, notwithstanding the foregoing, this paragraph shall not apply to any failure by the Insurer to make any such payments or to comply with any terms of this Commitment Agreement in the event that this Commitment Agreement is terminated pursuant to paragraph 9.a. b.Indemnification by the Company. The Company will indemnify, defend and hold the Insurers and their respective affiliates, officers, directors, stockholders, employees and agents (each, an “Insurer Indemnified Party”) harmless from and against any and all Losses that the Insurer Indemnified Party would otherwise incur in the defense, settlement or payment of judgment of a claim, action or proceeding asserted by a third party against the Insurer Indemnified Party to the extent that such Losses arise out of or relate to (i) any material breach by the Company of a representation, warranty or covenant under this Commitment Agreement or (ii) any failure by the Plan or the Confidential 15 Confidential – Subject to NDA Company to pay an amount that the Insurer would not be obligated to pay under the applicable Contract. c.Indemnified Claims. i.The Company Indemnified Party or the Insurer Indemnified Party making a claim for indemnification under paragraph 11.a or 11 b., as the case may be (the “Indemnified Party”), will notify the Insurer or the Company, as applicable (the “Indemnifying Party”), of each Company Indemnified Claim or Insurer Indemnified Claim, as the case may be (each, an “Indemnified Claim”), in writing promptly (and in no event later than 60 days) after receiving notice or becoming aware of the claim, action or proceeding giving rise to such Indemnified Claim; provided, however, that if the Indemnified Party fails to promptly notify the Indemnifying Party pursuant to the foregoing clause, the Indemnifying Party shall only be relieved of its indemnification obligation under this paragraph 11 to the extent materially prejudiced by such failure. Such notice shall describe the Indemnified Claim, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail. ii.The Indemnifying Party will have the right at any time to assume the defense against any Indemnified Claim with counsel of its choice reasonably satisfactory to the Indemnified Party and control the defense, settlement or litigation or other dispute resolution process to the final resolution of such Indemnified Claim; provided, however, that the consent of the Indemnified Party to the Indemnifying Party’s choice of counsel shall not be unreasonably withheld or conditioned and shall be deemed provided unless the Indemnified Party provides reasonable objection to the Indemnifying Party promptly and in any event within 30 days. iii.From and after the date that the Indemnifying Party has assumed the defense of an Indemnified Claim in accordance with paragraph 11.c.ii, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in, but not control, the defense of such Indemnified Claim, (B) the parties will cooperate with each other in connection with the defense of any such Indemnified Claim; provided, however, that the foregoing will not require any party to waive, or take any action which has the effect of waiving, its attorney-client privilege, attorney work-product, or any other applicable privilege with respect thereto, and (C) the Indemnifying Party will not agree without the prior written consent of the Indemnified Party (which will not be unreasonably withheld, conditioned or delayed) to the entry of any judgment on or enter into any settlement with respect to an Indemnified Claim that calls for the admission of liability on the part of the Indemnified Party, provides for equitable relief affecting the future conduct of the Indemnified Party or requires the Indemnified Party to pay any amount (other than as provided for in paragraph 11.c.iii.(A)). Confidential 16 Confidential – Subject to NDA iv.The remedy provided by this paragraph 11 shall be the sole and exclusive remedy available to the applicable Indemnified Parties against the applicable Indemnifying Party with respect to third-party claims, actions or proceedings for the applicable Indemnified Claims. The Indemnified Parties shall use commercially reasonable efforts to mitigate or otherwise reduce the amount of any Losses that any one or more of them incurs in connection with any matter with respect to which any one or more of them is entitled to indemnification pursuant to this paragraph 11. 12.Miscellaneous. a.This Commitment Agreement, together with the Schedules to this Commitment Agreement, constitutes the sole and entire agreement of the parties to this Commitment Agreement with respect to the subject matter contained herein and therein. The parties each hereby acknowledge that they jointly and equally participated in the drafting of this Commitment Agreement and all other agreements it contemplates, and no presumption will be made that any provision of this Commitment Agreement will be construed against any party by reason of such role in the drafting of this Commitment Agreement or any other agreement contemplated hereby. The Schedules to this Commitment Agreement are incorporated by reference and made a part of this Commitment Agreement as if set forth fully in this Commitment Agreement. No amendment of any of the provisions of this Commitment Agreement shall be effective unless set forth in writing and signed by each party hereto, unless such amendment is necessary to comply with any applicable federal or state law or regulatory action. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving, nor will such waiver be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent default, misrepresentation or breach of warranty or covenant. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Commitment Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. b.This Commitment Agreement will be governed by, construed and interpreted in accordance with the laws of the State of California, excluding those provisions relating to conflicts of laws. Except for disputes that are to be resolved by arbitration under this Commitment Agreement pursuant to paragraph 3 and Schedule [4], or where the parties agree to arbitration, (e)ach party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of the State of California in respect of all matters arising out of or in connection with this Commitment Agreement. The parties agree that irreparable damage would occur if any of the provisions of this Commitment Agreement were not performed in accordance with the terms hereof or were otherwise breached. Confidential 17 Confidential – Subject to NDA Accordingly, each party will be entitled to seek an injunction to prevent breaches of this Commitment Agreement by the breaching party and to enforce specifically the terms of this Commitment Agreement, in addition to any other remedy to which such party is entitled by law or in equity. To the fullest extent permitted by law, none of the parties will be liable to any other party for any punitive or exemplary damages of any nature in respect of matters arising out of this Commitment Agreement. c.The Insurers and the Company will not assign or transfer this Commitment Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. Any assignment or transfer in violation of this paragraph 12.c. will be null and void from the outset, without any effect whatsoever. Nothing in this paragraph 12.c. prohibits the Insurers’ use of reinsurance. d.The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement. If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions will be limited or eliminated only to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. e.This Agreement will not confer any rights or remedies upon any person other than the parties hereto and the respective successors and permitted assigns of the foregoing. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. f.This Commitment Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. 13.Definitions. For purposes of this Commitment Agreement, the following defined terms will have the following meanings: a.“Base File” means the data file titled BBC Completed Census Data_Buy-Out (4.28.2026) – for insurers.xls, provided by the Company to the Insurer in an email from April 28, 2026. Confidential 18 Confidential – Subject to NDA b.“Business Day” means any day other than a Saturday, a Sunday or a day on which banks located in New York, New York are authorized or required by law to close. c.“Cash” means a wire transfer, through the Federal Reserve System, of currency of the United States of America. d.“Code” means the Internal Revenue Code of 1986 and the applicable Treasury Regulations issued thereunder. e. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any federal agency regulations promulgated thereunder that are currently in effect and applicable. f.“ERISA Requirements” means all of the applicable requirements of ERISA and applicable guidance promulgated thereunder, including Interpretive Bulletin 95-1. g.“Knowledge” means actual knowledge after making appropriate inquiry and after consultation with the respective party’s agents, actuaries and advisors, as applicable. h.“Non-Exempt Prohibited Transaction” means a transaction prohibited by ERISA § 406 or Code § 4975 that is not exempted under a statutory exemption or U.S. Department of Labor class exemption. i.“Payee” means any payee under the Contract, including annuitants, contingent annuitants, [deferred annuitants,] alternate payees and beneficiaries, as applicable. j.“Plan Trust” means [Insert name of Plan Trust]. k.“Scheduled GAC Issuance Date” means such date agreed upon by the Company and the Insurers, or if applicable and later, by the date that is five Business Days following the final resolution of any arbitration dispute in accordance with Schedule 4. l.“Specimen Contract Form” means the specimen group annuity contracts attached hereto as Schedule 1,which, to the extent required by applicable law, has been approved by the applicable state’s insurance commission. m.“True-Up Date” means November 12, 2026 or such other date agreed upon by the Company and the Insurer, or if applicable and later, by the date that is five Business Days following the final resolution of any arbitration dispute in accordance with Schedule 4. [signature page follows] Confidential 19 Confidential – Subject to NDA IN WITNESS WHEREOF, the Company and the Insurer have executed this Commitment Agreement as of the date first written above. Blue Bird Body Company Pacific Life Insurance Company By: /s/ Craig West By: /s/ Michael Domingos Print Name: Craig West Print Name: Michael Domingos Title: VP - Corporate Controller & Treasurer Title: Head of Defined Benefit Pacific Life & Annuity Company By: /s/ Michael Domingos Print Name: Michael Domingos Title: Head of Defined Benefit Confidential Confidential – Subject to NDA Schedule 1 to Commitment Agreement SPECIMEN CONTRACT FORM [TO COME] Confidential Confidential – Subject to NDA Schedule 2 to Commitment Agreement ADMINISTRATION AND TRANSFER This Schedule [2] sets forth the actions that the Company and the Insurer will take or cause to be taken at the times identified in the table below. Deliverable Delivery Date Action by the Company/Plan Action by the Insurer Confidential 1006149531v2 Confidential – Subject to NDA Schedule 3 to Commitment Agreement GAC TRUE-UP PREMIUM This Schedule 3 provides a description of the methodologies and procedures by which the Insurer will calculate the GAC True-Up Premium that is paid on the True-Up Date. Any addition premium that may be due pursuant to paragraph 3.v. of the Commitment Agreement is not subject to this Schedule 3. As described under GAC True-Up Premium Calculation below, the Insurers will calculate a premium adjustment to reflect changes, additions, deletions, corrections and other updates based on the data in the Base File and the GAC Issuance Data (the “GAC True-Up Premium”). Such adjustment is to reflect the following: new lives (“New Lives”), deaths prior to May 19, 2026 (“Deceased Lives”), deleted lives not related to death (“Deleted Lives”) and changes in or adjustments to existing annuitant data (“Data Corrections”) including, but not limited to the following: date of birth, monthly benefit amount, gender, form of annuity, description of annuity, state of residence, zip code and qualified domestic relations orders (including the type of qualified domestic relations order). Collectively, New Lives, Deceased Lives, Deleted Lives and Data Corrections are referred to herein as “Data Changes.” “Data Adjustment” means, with respect to each Data Change, the adjustments calculated by the Insurer in accordance with this Schedule. The Insurers will calculate each Data Adjustment as the difference in the applicable premium amount before and after the Data Change. The Insurers will provide to the Company (A) the impact to the GAC True-Up Premium as a result of Data Adjustments separately for each of the following categories of Data Adjustments: New Lives, Deceased Lives, Deleted Lives and Data Corrections and (B) the impact to the GAC True-Up Premium as a result of Data Corrections on a net basis. If any Data Correction decreases, or results in a decrease to, or removes one or more benefit amounts or other payments under the applicable Contract, such Insurer will increase the GAC True-Up Premium to reflect any such benefit amounts or other payments under the applicable Contract that have already been paid under the applicable Contract to any applicable Payee prior to any such decrease or removal. If any payments have been made under the applicable Contract with respect to a Deleted Life (including to any other Payee), such Insurer will increase the GAC True-Up Premium by an aggregate amount that reflects all such payments. If a Payee has died prior to May 19, 2026, then a related contingent Payee (including a beneficiary) who elects to receive or is entitled to receive a single lump-sum payment paid by the Plan will be treated as a Deleted Life. [In the event that such Insurer pays any annuity Confidential 1 Confidential – Subject to NDA payments to any such Payee or any such contingent Payee (including a beneficiary), then such Insurer will increase the GAC True-Up Premium by an aggregate amount that reflects all such payments. If a Payee dies on or after May 19, 2026 and the Plan paid the related contingent Payee (including a beneficiary) a single lump-sum payment prior to the Annuity Payment Takeover Date, then such Insurer will decrease the GAC True-Up Premium by an aggregate amount that reflects the portion of each single lump-sum payment associated with all future annuity payments that would have been paid by such Insurer to each such related contingent Payee (including a beneficiary) as determined in accordance with the Proposal and the Final Annuity Quote Sheet (and notwithstanding anything to the contrary herein) had such contingent Payee (including a beneficiary) not elected to receive or been entitled to receive a single lump-sum payment.] 1 Separate from the mechanics described in the GAC True-Up Premium Calculation section below for any other Data Corrections, the maximum Data Adjustment associated with New Lives that can be added in total to and the maximum Data Adjustment associated with Deleted Lives that can be deleted in total from the GAC True-Up Premium must be within ± 3% of the closing Premium Amount (and such percentages with respect to New Lives and Deleted Lives do not offset), unless the Insurer provides its prior written consent, which consent may be subject to such Insurer calculating the GAC True-Up Premium associated with such New Lives and/or Deleted Lives using its then-current pricing assumptions. The GAC True-Up Premium may be a positive or negative number. The GAC True-Up Premium will be increased (if a positive number) or decreased (if a negative number) to reflect the accrual of interest at an annual rate of 5.71%, compounded daily from the Premium Date to and including the day before the GAC True-Up Premium is actually paid. The procedures for resolving any disputes between the parties with respect to the GAC True-Up Premium are set forth in Schedule 4. GAC True-Up Premium Calculation The Insurers will calculate the GAC True-Up Premium as follows. 1.Data Adjustments Within ± 3% Subject to paragraph 2 below, the Insurers will calculate a Data Adjustment for each Data Change reflected in the Base File and the GAC Issuance Data on a life-by-life basis, using pricing assumptions as of May 12, 2026 (the “Original Pricing Assumptions”). 2.Data Adjustments Not Within ± 3% If the net total of Data Adjustments calculated using the Original Pricing Assumptions is not within ± 3% of the Premium Amount (the “Corridor”), the Insurers will calculate the GAC True- Confidential 2 Confidential – Subject to NDA Up Premium, either, at the option of each Insurer, (A) in accordance with the methodology described in clause (1) above or (B) as the sum of (a) and (b) below: a.Such Insurer will calculate a Data Adjustment for each Data Change reflected in the Base File and the GAC Issuance Data on a life-by-life basis, using the Original Pricing Assumptions, multiplied by the percentage of net total Data Adjustments, calculated using the Original Pricing Assumptions, that are within the Corridor. b.Such Insurer will calculate a Data Adjustment for each Data Change reflected in the Base File and the GAC Issuance Data on a life-by-life basis, using pricing assumptions as of the current pricing assumption date listed on the calculation of the GAC True-Up Premium delivered by such Insurer to the Company pursuant to paragraph 3.c.iii, multiplied by the percentage of net total Data Adjustments, determined using the Original Pricing Assumptions, that are not within the Corridor. Confidential 3 Confidential – Subject to NDA Schedule 4 to Commitment Agreement ARBITRATION DISPUTE RESOLUTION 1.Availability of Arbitration. Arbitration is available as a means of dispute resolution only to the extent the Commitment Agreement explicitly states that a party may commence arbitration in accordance with this Schedule. Absent such explicit authorization, arbitration is not available unless all necessary parties agree. 2.Notice. Arbitration will be initiated by the delivery of a written notice of demand for arbitration by one party to the other. Such demand will contain a brief statement of the nature of the dispute and the remedy sought and will be delivered personally, sent by registered or certified mail, postage prepaid, or sent by a standard overnight courier of national reputation with written confirmation of delivery. The party to which the notice is sent will respond to the notification within ten (10) days of its receipt. 3.Arbitrators. There will be three arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the parties, their subsidiaries or their affiliates, who are qualified in pricing, reinsurance, or valuation, as applicable, and disinterested in the outcome of the dispute. The insurers, jointly, will appoint one of the arbitrators and the Company will appoint one of the arbitrators. If either party refuses or neglects to appoint an arbitrator within sixty (60) days, the ARIAS U.S. will appoint an arbitrator for the party that has failed to do so. The party that has failed to appoint an arbitrator will be responsible for all expenses levied by ARIAS U.S. for such an appointment. These two arbitrators will select the third. If the two arbitrators do not agree on a third arbitrator within sixty (60) days of their appointment, the Insurers, jointly, and the Company, will each nominate four individuals. If one common name appears on each party’s list, then that person shall be the third arbitrator, assuming that he or she is willing to serve in such capacity. If two names are common to each party’s list, then the third arbitrator shall be selected by casting lots to make a choice between the two. If the third arbitrator is not ultimately appointed by the means listed in the preceding two sentences, then from the remaining names, each party shall strike all remaining names from the other party’s list except one name and the third arbitrator shall be selected by casting lots to make the choice between the two. If, after the process has run, the appointed third arbitrator is unwilling to serve, the appointment of the third arbitrator shall be made by request to the ARIAS-US Umpire Selection Process. 4.Rules and Procedures. The parties intend this Schedule 4 to be enforceable in accordance with the Federal Arbitration Act (9. U.S.C., Section 1) including any amendments to that Act which are subsequently adopted. The arbitration hearing will 1 Confidential – Subject to NDA be held on the date fixed by the arbitrators. In no event will this date be later than six (6) months after the appointment of the third arbitrator unless mutually agreed by the parties. As soon as possible, the arbitrators will establish pre-arbitration procedures as warranted by the facts and issues of the particular case. At least ten (10) days prior to the arbitration hearing, each party will provide the other party and the arbitrators with a detailed statement of the facts and arguments it will present at the arbitration hearing. The arbitrators may consider any relevant evidence; they will give the evidence such weight as they deem it entitled to after consideration of any objections raised concerning it. The party initiating the arbitration will have the burden of proving its case by a preponderance of the evidence. Each party may examine any witnesses who testify at the arbitration hearing. 5.Costs. Unless the arbitrators decide otherwise, each party will bear the expense of its own arbitration activities, including its appointed arbitrator and any outside attorney and witness fees. The Insurers, jointly, and the Company will equally bear the expense of the third arbitrator and other costs of the arbitration. 6.Location. The site of the arbitration will be Newport Beach, California, unless the parties agree otherwise. Confidential 2 --- ## EX-31.1 SEC source: [a10q2026q3ex311.htm](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex311.htm) Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Wyskiel, the Chief Executive Officer of Blue Bird Corporation (the “registrant”), certify that: (1) I have reviewed this quarterly report on Form 10-Q of Blue Bird Corporation; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: August 5, 2026 /s/ John Wyskiel John Wyskiel President & Chief Executive Officer --- ## EX-31.2 SEC source: [a10q2026q3ex312.htm](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex312.htm) Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Razvan Radulescu, the Chief Financial Officer of Blue Bird Corporation (the “registrant”), certify that: (1) I have reviewed this quarterly report on Form 10-Q of Blue Bird Corporation; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Dated: August 5, 2026 /s/ Razvan Radulescu Razvan Radulescu Chief Financial Officer --- ## EX-32.1 SEC source: [a10q2026q3ex321.htm](https://www.sec.gov/Archives/edgar/data/1589526/000158952626000049/a10q2026q3ex321.htm) Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Blue Bird Corporation (the “Company”) on Form 10-Q for the quarterly period ended June 27, 2026, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, John Wyskiel, Chief Executive Officer of the Company, and Razvan Radulescu, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 5, 2026 /s/ John Wyskiel John Wyskiel President & Chief Executive Officer Dated: August 5, 2026 /s/ Razvan Radulescu Razvan Radulescu Chief Financial Officer