What changed in this filing

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Item 9A. Controls and Procedures

2024-11-25 compared with 2023-12-11 · 51 added, 60 removed, 126 unchanged (47% of the section changed)

22 unchanged sentences

(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.

On September 13, 2024 , Philip Horlock , the Company's President and 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 100,000 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.

Horlock may sell shares beginning December 16, 2024 and ending September 13, 2025.

During the fourth quarter of fiscal 2024, the previously disclosed Rule 10b5-1 trading plan for Razvan Radulescu , the Company's Chief Financial Officer , expired in accordance with its terms as all shares covered under such plan have been sold.

On August 12, 2024 , Mr.

Radulescu 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 46,171 shares of the Company's Common Stock.

Pursuant to this plan, Mr.

Radulescu may sell shares beginning December 17, 2024 and ending August 30, 2025.

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.

No other directors or officers of the Company 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

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Report of Independent Registered Public Accounting Firm

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

Consolidated Balance Sheets at September 28, 2024 and September 30, 2023

Consolidated Statements of Operations for the fiscal years ended September 28, 2024, September 30, 2023 and October 1, 2022

Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended September 28, 2024, September 30, 2023 and October 1, 2022

Consolidated Statements of Stockholders' (Deficit) Equity for the fiscal years ended September 28, 2024, September 30, 2023 and October 1, 2022

Consolidated Statements of Cash Flows for the fiscal years ended September 28, 2024, September 30, 2023 and October 1, 2022

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 , 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 ).

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).

4.2 Credit Agreement dated as of December 12, 2016 by and among Blue Bird Corporation, School Bus Holdings, Inc.

and certain of its subsidiaries and affiliates and 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 the other lenders party thereto, together with certain exhibits (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on December 15, 2016).

4.3 First Amendment to Credit Agreement, dated as of September 13, 2018, by and among Blue Bird Corporation, School Bus Holdings, Inc.

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 on September 13, 2018).

4.4 Second Amendment to Credit Agreement, dated as of May 7, 2020, 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 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 on May 8, 2020).

4.5 Third Amendment to Credit Agreement, dated as of December 4, 2020, by and among the Blue Bird Corporation, School Bus Holdings, Inc.

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 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 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.

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 on November 28, 2022 ).

4.2 Credit Agreement, dated as of November 17, 2023, 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 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 November 20, 2023).

4.3 Warrant to Purchase Common Stock of Blue Bird Corporation, dated as of December 7, 2023, by and among Blue Bird Corporation and Generate Capital, PBC (incorporated by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on February 7, 2024).

4.4 Warrant to Purchase Common Stock of Blue Bird Corporation, dated as of December 7, 2023, by and among Blue Bird Corporation and Generate Capital, PBC (incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on February 7, 2024).

4.5* Description of the registrant's securities.

10.1† Blue Bird Corporation Amended and Restated 2015 Omnibus Equity Incentive Plan (the “Incentive Plan”) (incorporated by reference to Appendix A to the registrant’s definitive Proxy Statement, as filed on January 27, 2020).

10.2 Registration Rights Agreement, dated as of February 24, 2015, by and among the registrant, The Traxis Group B.V.

and the investors named therein (incorporated by reference to Exhibit 10.11 of the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

10.3 Purchase and Sale Agreement dated May 26, 2016 by and among The Traxis Group BV, Blue Bird Corporation and ASP BB Holdings LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on May 27, 2016).

10.2† Form of grant agreement for incentive stock options granted under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.16 to the registrant’s Current Report on Form 8-K filed by the registrant on March 2, 2015).

17 unchanged sentences

10.15 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 filed by the registrant on December 12, 2022) .

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

2 unchanged sentences

10.18† Revised form of grant agreement for restricted stock units granted to employees under the registrant’s Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on February 13, 2020).

10.21† Transition Agreement dated June 22, 2021, between Philip Horlock and Blue Bird Corporation, together with related Consulting Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed by the registrant on August 12, 2021).

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).

10.23† 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).

10.25 Subscription Agreement dated December 15, 2021, by and among Blue Bird Corporation, Coliseum Capital Partners, L.P., and Blackwell Partners LLC – Series A (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on December 16, 2021).

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).

10.27 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).

10.29† 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) .

10.19 Credit Agreement, dated as of November 17, 2023, 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 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 November 20, 2023).

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

10.20 Limited Liability Company Agreement of Clean Bus Solutions, LLC, dated as of December 7, 2023, by and among Blue Bird Body Company, Clean Bus Solutions, LLC, and GC Mobility Investments I, LLC (portions of the exhibit have been omitted) (incorporated by reference to Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on February 7, 2024).

10.21 Warrant to Purchase Common Stock of Blue Bird Corporation, dated as of December 7, 2023, by and among Blue Bird Corporation and Generate Capital, PBC (incorporated by reference to Exhibit 10.

3 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on February 7, 2024).

10.22 Warrant to Purchase Common Stock of Blue Bird Corporation, dated as of December 7, 2023, by and among Blue Bird Corporation and Generate Capital, PBC (incorporated by reference to Exhibit 10.

4 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on February 7, 2024).

10.23† Change in Control Plan, effective as of January 25, 2024 (incorporated by reference to Exhibit 10.

1 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8, 2024).

10.24† Omnibus Amendment to Outstanding Stock Option and Restricted Stock Unit Awards Under the Amended and Restated Blue Bird Corporation 2015 Omnibus Equity Incentive Plan, effective as of January 25, 2024 (incorporated by reference to Exhibit 10.

2 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8, 2024).

10.25† Employment Agreement effective May 15, 2023, between Phil Horlock and Blue Bird Corporation (incorporated by reference to Exhibit 10.

3 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8 , 2024).

10.26† Employment Agreement effective July 1 , 2023, between Britton Smith and Blue Bird Corporation (incorporated by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8, 2024).

10.27† Employment Agreement effective October 1 , 2023, between Razv an Radulescu and Blue Bird Corporation (incorporated by reference to Exhibit 10.

5 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8, 2024).

10.28† Employment Agreement effective October 1 , 2023, between Ted Scartz and Blue Bird Corporation (incorporated by reference to Exhibit 10.

6 to the registrant's Quarterly Report on Form 10-Q filed by the registrant on May 8, 2024).

10.29* Amended and Restated Limited Liability Company Agreement of Clean Bus Solutions, LLC , dated as of August 8, 2024, by and among Blue Bird Body Company, Clean Bus Solutions, LLC, and GC Mobility Investments I, LLC (portions of the exhibit have been omitted)

10.30†* Separation and Release Agreement effective September 28, 2024, betwe en Britton Smith, Blue Bird Corporation, and B lue Bird Body Company .

10.31†* Separation and Release Agreement ADEA/OWPA effective September 28, 2024, between Britton Smith, Blue Bird Corporation, and Blue Bird Body Company.

19.1 Registrant's Insider Trading Policy and Guidelines for Rule 10b5-1 Plans (incorporated by reference to Exhibit 19.1 to the registrant's Annual Report on Form 10-K filed by the registrant on December 11, 2023) .

21.1* Subsidiaries of the registrant.

6 unchanged sentences

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

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

97.1 Registrant's Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the registrant's Annual Report on Form 10-K filed by the registrant on December 11, 2023) .

101* The following materials from the Company's Annual Report on Form 10-K for the fiscal year ended September 28, 2024 formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith:

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October 1, 2022 $ 100 $ — $ — $ 100

October 1, 2022 100 — — 100

September 30, 2023 100 — — 100

September 28, 2024 100 — — 100

(in thousands) Deferred Tax Valuation Allowance

1 unchanged sentence

October 1, 2022 $ 3,453 $ 2,050 $ — $ 5,503

October 1, 2022 3,453 2,050 — 5,503

September 30, 2023 5,503 319 — 5,822

September 28, 2024 5,822 17 — 5,839

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.

Blue Bird Corporation

December 11, 2023 By:

November 25, 2024 By:

/s/ Philip Horlock

Philip Horlock

Chief Executive Officer

President & 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.

1 unchanged sentence

/s/ Philip Horlock

Chief Executive Officer and Director

President, Chief Executive Officer and Director

Philip Horlock

(Principal Executive Officer) December 11, 2023

(Principal Executive Officer) November 25, 2024

/s/ Razvan Radulescu Chief Financial Officer

Razvan Radulescu (Principal Financial and Accounting Officer) December 11, 2023

/s/ Gurminder S.

Bedi Director December 11, 2023

Razvan Radulescu (Principal Financial and Accounting Officer) November 25, 2024

/s/ Mark Blaufuss

Mark Blaufuss

Director December 11, 2023

Director November 25, 2024

/s/ Douglas Grimm

Douglas Grimm Director December 11, 2023

Director December 11, 2023

Douglas Grimm Director November 25, 2024

/s/ Edward T.

Director November 25, 2024

/s/ Kevin Penn

Kevin Penn Director December 11, 2023

Director December 11, 2023

Kevin Penn Director November 25, 2024

Director November 25, 2024

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