What changed in this filing

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Item 9A. Controls and Procedures

2023-12-11 compared with 2022-12-12 · 58 added, 47 removed, 128 unchanged (45% of the section changed)

3 unchanged sentences

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.

In connection with the preparation of this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as of October 1, 2022 on the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with the preparation of this Annual Report on Form 10-K, the Company carried out an evaluation under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as of September 30, 2023 on the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

9 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013) .

Based on management's assessment and those criteria, management concluded that our internal control over financial reporting was effective as of October 1, 2022.

Our independent registered public accounting firm has issued its report on the effectiveness of our internal control over financial reporting as of October 1, 2022, which appears in this Annual Report on Form 10-K.

Based on management's assessment and those criteria, management concluded that our internal control over financial reporting was effective as of September 30, 2023.

Our independent registered public accounting firm has issued its report on the effectiveness of our internal control over financial reporting as of September 30, 2023, which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended October 1, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

(a) Not applicable

(b) Insider Trading Arrangements

On September 14, 2023 , Philip Horlock , the Company's Chief Executive Officer and member of the board of directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the sale of up to 270,000 shares of the Company's Common Stock.

Pursuant to this plan, Mr.

Horlock may sell shares beginning December 14, 2023 and ending December 14, 2024.

On September 14, 2023 , Razvan Radulescu , the Company's Chief Financial Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the sale of up to 20,000 shares of the Company's Common Stock.

Pursuant to this plan, Mr.

Radulescu may sell shares beginning December 14, 2023 and ending August 30, 2024.

The Company did not adopt or terminate , and no other 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, during the last fiscal quarter.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

17 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at October 1, 2022 and October 2, 2021

Consolidated Statements of Operations for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Comprehensive (Loss) Income for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Stockholders' (Deficit) Equity for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Statements of Cash Flows for the fiscal years ended October 1, 2022, October 2, 2021 and October 3, 2020

Consolidated Balance Sheets at September 30, 2023 and October 1, 2022

Consolidated Statements of Operations for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021

Consolidated Statements of Stockholders' (Deficit) Equity for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021

Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2023, October 1, 2022 and October 2, 2021

Notes to Consolidated Financial Statements

5 unchanged sentences

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 on February 26, 2015) .

3.2 The registrant’s Bylaws (incorporated by reference to Exhibit 3.3 to the registrant’s registration statement on Form S-1 (File No.

333-192982) filed by the registrant on December 20, 2013).

3.2 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 on February 3, 2023 ).

4.1 Specimen stock certificate for the registrant’s common stock (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

7 unchanged sentences

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of Montreal, as Administrative Agent and certain other financial institutions party thereto (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 December 9, 2020).

4.6 Fourth Amendme nt to Credit Agreement, dated as of November 24 , 2021 , by and among the Company, School Bus Holdings, Inc.

4.6 Fourth Amendment to Credit Agreement, dated as of November 24, 2021, by and among the Company, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank, as Co-Syndication Agent and an Issuing Bank, and Regions Bank, as Co-Syndication Agent, and certain other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on November 29, 2021).

4.7* Fifth Am endment and Limited Waiver to Credit Agreement, dated as of S eptember 2, 2022 , by and among the Blue Bird Corporation, School Bus Holdings, Inc.

4.7 Fifth Amendment and Limited Waiver to Credit Agreement, dated as of September 2, 2022, by and among the Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth Third Bank and Truist Bank, each an Issuing Bank, and certain other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K fil ed by the registrant on December 12, 2022) .

4.8 Sixth Amendment to Credit Agreement, dated as of November 21, 2022, by and among the Company, School Bus Holdings, Inc.

4.9 Credit Agreement, dated as of November 17, 2023, by and among the Company, School Bus Holdings, Inc.

4.10* Description of the registrant's securities.

10 unchanged sentences

10.10 Form of indemnity agreement between the registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.23 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

10.11† Employment Agreement, dated as of April 1, 2011, between School Bus Holdings Inc.

and Philip Horlock (incorporated by reference to Exhibit 10.24 to the registrant’s Current Report on Form 8-K/A filed by the registrant on April 23, 2015).

10.12† First Amendment to Employment Agreement dated as of April 1, 2011 between School Bus Holdings Inc.

and Philip Horlock made as of June 1, 2012 (incorporated by reference to Exhibit 10.25 to the registrant’s Current Report on Form 8-K/A filed by the registrant on April 23, 2015).

10.13† Severance Agreement, dated as of July 1, 2008, between School Bus Holdings Inc.

and Paul Yousif (incorporated by reference to Exhibit 10.31 to the registrant’s Current Report on Form 8-K/A filed by the registrant on April 23, 2015).

10.11† Form of Restricted Stock Unit Grant Agreement for directors under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q/A filed by the registrant on August 18, 2015).

11 unchanged sentences

and certain of its subsidiaries, including Blue Bird Body Company as the borrower, and Bank of Montreal, as Administrative Agent and an Issuing Bank, Fifth

Third Bank and Truist Bank, each an Issuing Bank, and certain other financial institutions from time to time party thereto.

Third Bank and Truist Bank, each an Issuing Bank, and certain other financial institutions from time to time party thereto (incorporated by reference to Exhibit 10.20 to the registrant's Annual Report on Form 10-K filed by the registrant on December 12, 2022) .

10.18 Sixth Amendment to Credit Agreement, dated as of November 21, 2022, by and among the Company, School Bus Holdings, Inc.

10.19† Revised form of grant agreement for non-qualified stock options granted to employees under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on February 13, 2020).

2 unchanged sentences

10.22† Employment Agreement effective July 1, 2021, between Matthew Stevenson and Blue Bird Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 12, 2021).

10.25† Offer Letter, dated as of October 1, 2021, between Blue Bird Corporation and Razvan Radulescu (incorporated by reference to Exhibit 10.26 to the registrant's Annual Report on For m 10-K fil ed by t he registrant on December 15, 202 1) .

10.23† Offer Letter, dated as of October 1, 2021, between Blue Bird Corporation and Razvan Radulescu (incorporated by reference to Exhibit 10.26 to the registrant's Annual Report on Form 10-K filed by the registrant on December 15, 2021).

10.24† Severance Agreement, dated as of October 1, 2021, between Blue Bird Corporation and Razvan Radulescu (incorporated by reference to Exhibit 10.27 to the registrant's Annual Report on Form 10-K filed by the registrant on December 15, 2021).

1 unchanged sentence

10.26 Amendment and Joinder to Registration Rights Agreement, entered into as of December 15, 2021, by and among the Company, ASP BB Holdings LLC (as Transferee of The Traxis Group B.V.), Coliseum Partners, L.P.

and Blackwell Partners LLC – Series A (incorporated by reference to Exhibit 10.

2 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

10.31 Indemnification Agreement, dated December 15, 2021, by and between Blue Bird Corporation and Adam Gray (incorporated by reference to Exhibit 10.

3 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

and Blackwell Partners LLC – Series A (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

10.27 Indemnification Agreement, dated December 15, 2021, by and between Blue Bird Corporation and Adam Gray (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

10.28† First Amendment to Consulting Agreement, dated June 6, 2022, between Philip Horlock and Blue Bird Corporation (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 June 8, 2022).

10.33†* Offer Letter, dated as of April 18, 2022 , between Blue Bird Corporation and Ted Scartz .

10.29† Offer Letter, dated as of April 18, 2022, between Blue Bird Corporation and Ted Scartz (incorporated by reference to Exhibit 10.33 to the registrant's Annual Report on Form 10-K filed by the registrant on December 12, 2022) .

10.30 Underwriting Agreement, dated as of June 7, 2023, by and among Blue Bird Corporation, School Bus Holdings Inc., certain selling shareholders and BofA Securities, Inc.

and Barclays Capital Inc (incorporated by reference to Exhibit 1 .1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on June 12 , 202 3 ) .

10.31 Underwriting Agreement, dated as of September 11, 2023, by and among Blue Bird Corporation, School Bus Holdings Inc., certain selling shareholders and Barclays Capital Inc (incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on September 1 4 , 2023) .

10.32 Credit Agreement, dated as of November 17, 2023, by and among the Company, School Bus Holdings, Inc.

19.1* Registrant's Insider Trading Policy and Guidelines for Rule 10b5-1 Plans.

21.1* Subsidiaries of the registrant.

23.1* Consent of BDO USA, LLP.

23.1* Consent of BDO USA, P .C .

31.1* Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 2022 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

97.1* Registrant's P olicy Re lating to R ecovery of E rroneously A warded Co mpensation.

101* The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2023 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements of Comprehensive (Loss) Income;

(iii) Consolidated Statements of Comprehensive Income (Loss);

(iv) Consolidated Statements of Stockholders' (Deficit) Equity;

13 unchanged sentences

October 1, 2022 100 — — 100

September 30, 2023 100 — — 100

(in thousands) Deferred Tax Valuation Allowance

2 unchanged sentences

October 1, 2022 3,453 2,050 — 5,503

September 30, 2023 5,503 319 — 5,822

Pursuant to the requirements of Section 13 or 15(d) 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.

1 unchanged sentence

December 11, 2023 By:

/s/ Matthew Stevenson

Matthew Stevenson

President and Chief Executive Officer

/s/ Philip Horlock

Philip Horlock

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Person Capacity Date

/s/ Matthew Stevenson President, Chief Executive Officer and Director

Matthew Stevenson (Principal Executive Officer) December 12, 2022

/s/ Philip Horlock

Chief Executive Officer and Director

Philip Horlock

(Principal Executive Officer) December 11, 2023

/s/ Razvan Radulescu Chief Financial Officer

2 unchanged sentences

Bedi Director December 11, 2023

/s/ Chan Galbato

Chan Galbato Director December 12, 2022

/s/ Adam Gray

Adam Gray Director December 12, 2022

/s/ Mark Blaufuss

Mark Blaufuss

Director December 11, 2023

/s/ Douglas Grimm

Douglas Grimm Director December 11, 2023

/s/ Philip Horlock

Philip Horlock Director December 12, 2022

Director December 11, 2023

/s/ Kevin Penn

Kevin Penn Director December 11, 2023

Schumacher Director December 12, 2022

/s/ Kathleen M.

Director December 11, 2023

/s/ Jared Sperling

Jared Sperling Director December 12, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures