What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-11-24 compared with 2024-11-25 · 260 added, 392 removed, 901 unchanged (42% of the section changed)

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) as of September 28, 2024, and September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended September 28, 2024, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Blue Bird Corporation (the “Company”) as of September 27, 2025 and September 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 27, 2025, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 27, 2025 and September 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 27, 2025 , in conformity with accounting principles generally accepted in the United States of America.

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

(i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of Warranty Reserve

As discussed in Note 2 to the consolidated financial statements, the Company's warranty reserve is calculated based on the average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type.

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company's warranty reserve is calculated based on the average expected warranty claims using warranty claims by body type, by month, over the life of the bus, which is then multiplied by remaining months under warranty, by warranty type.

The total warranty reserve was $17.2 million as of September 27, 2025.

We identified the evaluation of the methodology, including the assumptions for the average warranty costs per unit and the payment patterns over the term of the warranty, used in the evaluation of the warranty reserve as a critical audit matter.

The principle considerations for our determination were (i) the Company’s methodology and assumptions relating to the average warranty costs per unit and the payment patterns over the term of the warranty involved a higher degree of auditor judgment, and (ii) specialized actuarial skills were needed to assess the Company's process and evaluate the methodology and assumptions regarding the determination of the average expected warranty claims and the effect of those assumptions on the reserve.

We identified the evaluation of the methodology, including the assumptions for the average warranty costs per unit and the premise that historical claims experience, both in terms of the volume of claims activity and related cost, is indicative of future expected claims activity, used in the evaluation of the warranty reserve as a critical audit matter.

The principle considerations for our determination were (i) the Company’s methodology and assumptions relating to the average warranty costs per unit and the premise that historical claims experience, both in terms of the volume of claims activity and related costs, is indicative of future expected claims activity involved a higher degree of auditor judgment, and (ii) specialized actuarial skills

were needed to evaluate the methodology and certain key assumptions relating to the determination of the average expected warranty claims and the effect of those assumptions on the reserve.

The primary procedures we performed to address this critical audit matter included:

• Testing the design, implementation and operating effectiveness of controls over the Company's warranty claim process, and controls over the data, inputs, and methodology and assumptions utilized to estimate the warranty reserve;

• Testing management's process used to develop the warranty reserve, including the mathematical accuracy of the calculation and the relevance, reliability, and appropriateness of the methodology and assumptions and the sources of data from which the assumptions were derived;

• Testing the design, implementation and operating effectiveness of controls over the Company's warranty claim process, and controls over the data, inputs, and methodology and certain key assumptions utilized to estimate the warranty reserve;

• Testing management's process used to develop the warranty reserve, including the mathematical accuracy of the calculation and the relevance and reliability of the data from which the assumptions were derived;

• Utilizing actuarial professionals with specialized knowledge and skills to assist in:

(i) reviewing the Company’s actuarial methodology in calculating the warranty reserve, (ii) evaluating certain key assumptions related to the average warranty costs per unit and payment patterns over the term of the warranty, in the determination of the average expected warranty claims, and (iii) determining whether the methodology, assumptions, and calculation were consistent with historical evaluations and the aggregate impact of any changes to assumptions.

(i) evaluating the Company’s actuarial methodology in calculating the warranty reserve and (ii) evaluating certain key assumptions related to the average warranty costs per unit and the premise that historical claims experience, both in terms of the volume of claims activity and related cost, is indicative of future expected claims activity, in the determination of the average expected warranty claims.

/s/ BDO USA, P.C.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2025, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 28, 2024 and September 30, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ (deficit) equity, and cash flows for each of the three years in the period ended September 28, 2024, and the related notes and schedule and our report dated November 25, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of September 27, 2025 and September 28, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended September 27, 2025, and the related notes and schedule and our report dated November 24, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Intangible assets, net 41,685 43,554

Equity investment in affiliate(s)

Equity investment in affiliates

35,197 32,089

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Other liabilities 10,229 9,020

Pension — 2,404

Total long-term liabilities $ 133,041 $ 129,357

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Stockholders' equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 issued with liquidation preference of $ 0 at September 28, 2024 and September 30, 2023

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 32,268,022 and 32,165,225 shares outstanding at September 28, 2024 and September 30, 2023, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 issued and outstanding with liquidation preference of $ 0 at September 27, 2025 and September 28, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,884,721 and 32,268,022 shares issued and outstanding at September 27, 2025 and September 28, 2024, respectively

Additional paid-in capital 195,466 185,977

Retained earnings (accumulated deficit)

Retained earnings

Accumulated other comprehensive loss ( 28,247 ) ( 26,416 )

Treasury stock, at cost, 0 and 1,782,568 shares at September 28, 2024 and September 30, 2023, respectively

Total stockholders' equity

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Selling, general and administrative expenses 136,347 116,825 87,193

Operating profit (loss)

Operating profit

$ 167,166 $ 139,331 $ 51,657

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Interest income 6,194 4,136 1,004

Other (expense) income, net

Other income (expense), net

3,406 ( 4,394 ) ( 8,307 )

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— ( 1,558 ) ( 537 )

Income (loss) before income taxes

Income before income taxes

$ 169,564 $ 126,936 $ 25,805

Income tax (expense) benefit

Income tax expense

( 43,926 ) ( 33,228 ) ( 8,953 )

Equity in net income (loss) of non-consolidated affiliate(s)

Equity in net income of non-consolidated affiliate(s)

2,082 11,839 6,960

Net income (loss)

$ 127,720 $ 105,547 $ 23,812

Earnings (loss) per share:

Earnings per share:

Basic weighted average shares outstanding 31,861,326 32,270,711 32,071,940

Diluted weighted average shares outstanding 32,883,436 33,349,221 32,258,652

Basic earnings (loss) per share

Basic earnings per share

$ 4.01 $ 3.27 $ 0.74

Diluted earnings (loss) per share

Diluted earnings per share

$ 3.88 $ 3.16 $ 0.74

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BLUE BIRD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Years Ended

(in thousands) 2025 2024 2023

Net income (loss)

$ 127,720 $ 105,547 $ 23,812

Other comprehensive income, net of tax

Other comprehensive (loss) income, net of tax

Net change in defined benefit pension plan ( 1,831 ) 5,468 10,046

Total other comprehensive income, net of tax $ 5,468 $ 10,046 $ 2,864

Comprehensive income (loss)

Total other comprehensive (loss) income, net of tax $ ( 1,831 ) $ 5,468 $ 10,046

Comprehensive income

$ 125,889 $ 111,015 $ 33,858

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Cash flows from operating activities

Net income (loss)

$ 127,720 $ 105,547 $ 23,812

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense 15,586 14,820 15,978

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Share-based compensation expense 14,785 8,609 4,173

Equity in net (income) loss of non-consolidated affiliate(s)

Equity in net income of non-consolidated affiliate(s)

( 9,476 ) ( 11,839 ) ( 6,960 )

Dividend from equity investment in affiliate(s)

Dividend from equity investment in affiliate(s) (Note 17)

Impairment of equity investment in affiliate(s) (Note 17)

Loss on disposal of fixed assets

Impairment of fixed assets — — 1,354

Lower of cost or net realizable value loss — — 8,752

Deferred income tax (benefit) expense

Deferred income tax expense (benefit)

2,937 ( 1,674 ) 8,065

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Loss on debt refinancing or modification

1,558 537 632

Changes in assets and liabilities:

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Total adjustments $ 48,494 $ 5,565 $ 96,116

Total cash provided by (used in) operating activities

Total cash provided by operating activities

$ 176,214 $ 111,112 $ 119,928

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Equity investment in affiliate(s) (Note 17)

( 1,000 ) ( 552 ) —

Total cash used in investing activities $ ( 23,872 ) $ ( 15,815 ) $ ( 8,520 )

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— ( 3,128 ) ( 3,272 )

Sale of common stock (Note 13)

Cash paid for common stock issuance costs (Note 13)

Repurchase of common stock in connection with repurchase program (Note 13)

Repurchase of common stock in connection with repurchase program(s) (Note 13)

( 39,527 ) ( 9,938 ) —

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Cash received from stock option exercises 4,681 3,785 1,119

Total cash (used in) provided by financing activities

Total cash used in financing activities

$ ( 50,716 ) $ ( 46,598 ) $ ( 42,899 )

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Right-of-use assets obtained in exchange for operating lease obligations 3,327 1,682 626

Finance lease right-of-use assets removed due to non-renewal of lease — — ( 2,451 )

Finance lease obligations removed due to non-renewal of lease — — 2,593

Warrants issued for equity investment in affiliate (Note 17)

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BLUE BIRD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock Convertible Preferred Stock Treasury Stock

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(Accumulated Deficit) Retained Earnings

Shares Amount Total Stockholders' (Deficit) Equity

Shares Amount Total Stockholders' Equity

Balance, October 1, 2022 32,024,911 $ 3 $ 173,103 — $ — $ ( 41,930 ) $ ( 79,512 ) 1,782,568 $ ( 50,282 ) $ 1,382

Sale of common stock (Note 13)

4,687,500 — 74,798 — — — — — — 74,798

Restricted stock activity 79,545 — ( 376 ) — — — — — — ( 376 )

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— — 4,015 — — — — — — 4,015

Other comprehensive income, net of tax — — — — — 2,864 — — — 2,864

Balance, October 1, 2022 32,024,911 $ 3 $ 173,103 — $ — $ ( 41,930 ) $ ( 79,512 ) 1,782,568 $ ( 50,282 ) $ 1,382

Restricted stock activity 79,545 — ( 376 ) — — — — — — ( 376 )

Stock option activity 60,769 — 1,119 — — — — — — 1,119

Share-based compensation expense — — 4,015 — — — — — — 4,015

— — — — — — 23,812 — — 23,812

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Balance, September 28, 2024 32,268,022 $ 3 $ 185,977 — $ — $ ( 26,416 ) $ — — $ — $ 159,564

Restricted stock activity 399,846 — ( 9,889 ) — — — — — — ( 9,889 )

Stock option activity 277,291 — 4,681 — — — — — — 4,681

Share repurchase and retirement (Note 13)

( 1,060,438 ) — — — — — ( 39,527 ) — — ( 39,527 )

Share-based compensation expense — — 14,697 — — — — — — 14,697

— — — — — — 127,720 — — 127,720

Other comprehensive loss, net of tax — — — — — ( 1,831 ) — — — ( 1,831 )

Balance, September 27, 2025 31,884,721 $ 3 $ 195,466 — $ — $ ( 28,247 ) $ 88,193 — $ — $ 255,415

The accompanying notes are an integral part of these consolidated financial statements.

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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 ended September 28, 2024, September 30, 2023 and October 1, 2022 are referred to herein as “fiscal 2024,” “fiscal 2023” and “fiscal 2022,” respectively.

The fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023 are referred to herein as “fiscal 2025,” “fiscal 2024” and “fiscal 2023,” respectively.

There were 52 weeks in fiscal 2025, fiscal 2024 and fiscal 2023.

Impacts of Supply Chain Constraints on our Business

During the second half of our fiscal year that ended October 3, 2020 ("fiscal 2020") and first half of our fiscal year that ended on October 2, 2021 ("fiscal 2021"), the novel coronavirus known as "COVID-19" materially affected demand for new buses and replacement/maintenance parts, significantly impacting our business and operations.

Although demand for school buses strengthened substantially during the second half of fiscal 2021, the Company, and automotive industry as a whole, began experiencing significant supply chain constraints around this same period of time.

These supply chain disruptions had a significant adverse impact our operations and results due to higher purchasing costs, including freight costs incurred to expedite receipt of critical components, increased manufacturing inefficiencies and our inability to complete the production of buses to fulfill sales orders during most of fiscal 2022.

Additionally, Russian military forces launched a large-scale invasion of Ukraine on February 24, 2022, which further exacerbated global supply chain disruptions.

While the Company has no assets or customers in either of these countries, this military conflict significantly impacted our financial results, primarily in an indirect manner since the Company does not sell to customers located in, or source goods directly from, either country.

Specifically, it contributed to increased volatility in a) costs charged by suppliers for the purchase of inventory that is at least partially dependent on resources originating from either of the countries and b) freight costs, both of which negatively impacted the gross profit recognized on sales during the second half of fiscal 2022 and continuing into fiscal 2023 and fiscal 2024.

Towards the end of fiscal 2022 and continuing into fiscal 2023, there were slight improvements in the supply chain's ability to deliver the parts and components necessary to support our production operations, resulting in increased (i) manufacturing efficiencies and (ii) production of buses to fulfill sales orders during fiscal 2023.

However, the higher costs charged by suppliers to procure inventory that continued into fiscal 2023 had a significant adverse impact on our operations and results.

Specifically, such cost increases outpaced the increases in sales prices that we charged for the buses that were sold during the first quarter of fiscal 2023, many of which were included in the backlog of fixed price sales orders originating in fiscal 2021 and the early months of fiscal 2022 that carried forward into fiscal 2023.

During the remainder of fiscal 2023, the buses that were sold were generally included in the backlog of fixed price sales orders originating more recently (i.e., the latter months of fiscal 2022 and in fiscal 2023), with the cumulative increases in sales prices we charged for those buses generally outpacing the higher costs we paid to procure inventory, resulting in gross profit during the quarters.

While the gross margin on bus sales during the second quarter of fiscal 2023 lagged the historical gross margin reported prior to the COVID-19 pandemic, it returned to more normal historical levels during the latter half of fiscal 2023.

Supply chain disruptions continued into fiscal 2024 as there were still occasional shortages of certain critical components as well as ongoing increases in raw materials costs, both of which impacted our business and operations by limiting the number of school buses that we could produce and sell as well as increasing the costs to manufacture buses.

Nonetheless, an increase in the number of school buses produced and sold, when coupled with periodic pricing actions taken by the Company to ensure that the increased sales prices charged for buses kept pace with increased costs to procure inventory to produce the buses, resulted in a significant increase in gross profit during fiscal 2024 when compared with fiscal 2023 and fiscal 2022.

During the second half of our fiscal year that ended on October 2, 2021 ("fiscal 2021"), the Company, and automotive industry as a whole, began experiencing significant supply chain constraints that arose subsequent to the novel coronavirus known as COVID-19.

Additionally, the already challenged global supply chain for automotive parts was further impacted, including continuing escalating inventory purchase costs, by additional stress resulting from Russia’s invasion of Ukraine in February 2022.

These supply chain disruptions had a significant adverse impact on our operations and results during the second half of fiscal 2021 and all of fiscal 2022.

Specifically, they resulted in higher purchasing costs, including freight costs incurred to expedite receipt of critical components, increased manufacturing inefficiencies and our inability to complete the production of buses to fulfill sales orders, that outpaced the sales prices that we charged for the buses we sold during these periods.

During fiscal 2023 and fiscal 2024, there were slight improvements in the supply chain's ability to deliver the parts and components necessary to support our production operations, resulting in increased (i) manufacturing efficiencies and (ii) production of buses to fulfill sales orders.

However, the higher costs charged by suppliers to procure inventory continued over these same periods and adversely impacted our operations and results.

However, the cumulative increases in sales prices we charged for our buses outpaced the higher costs we paid to procure inventory, resulting in gross profit and gross margin in fiscal 2023 and fiscal 2024 that were consistent with, or better than, historic levels experienced prior to the COVID-19 pandemic.

Supply chain disruptions continued into fiscal 2025 as there were still occasional shortages of certain critical components as well as ongoing increases in raw materials costs, both of which 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, ongoing improvements in manufacturing operations that have resulted in the consistent production of buses, when coupled with periodic pricing actions taken to ensure that the increased sales prices charged for buses keep pace with increased costs to procure inventory to produce buses, allowed the Company to report gross profit and gross margin that were better than those reported in fiscal 2024.

Significant uncertainty exists concerning the magnitude and duration of the ongoing supply chain constraints and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.

Impacts of Governmental Policies, Programs, Regulations and/or Laws on Our Business

Changes in trade policies and tariffs began to materially impact our procurement costs for certain imported inventory during the second half of fiscal 2025.

However, such higher inventory purchase costs did not negatively impact our operating results or cash flows during the period as such impact was offset by increases in the sales prices we charged for our products.

Actions we have taken, and/or are taking, 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, working with our suppliers to identify alternative supply chain sources to minimize the increase in inventory costs and proactively announcing price increases to partially or fully offset our increased costs to produce buses.

In addition to supply chain constraints discussed previously above, 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 first nine months of fiscal 2025.

Although we noted an increase in the flow of government grant money during the second half of fiscal 2025, the timing of some of these payments occurred too late in the year to adjust our production schedule to build and sell more higher priced alternative powered school buses, resulting in the production of these buses being deferred to subsequent periods.

Significant uncertainty exists concerning the magnitude of the impact and duration of changes in governmental policies, programs, regulations and/or laws and their potential impact on the overall economy, both within the U.S and globally.

Accordingly, the magnitude and duration of such changes and their related financial impacts on our business cannot be estimated at this time.

Summary of Significant Accounting Policies and Recently Issued Accounting Standards

Use of Estimates and Assumptions

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires management to make estimates and assumptions.

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For example, significant management judgments are required in determining excess, obsolete, or unsalable inventory, allowance for doubtful accounts, potential impairment of long-lived assets, goodwill and intangible assets, the accounting for self-insurance reserves, warranty reserves, pension obligations, income taxes, environmental liabilities and contingencies.

Future events, including 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.

Future events, including continued supply chain constraints and/or unfavorable governmental policies, programs, regulations and/or laws 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 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.

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For buses, control is generally transferred and the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of the product when the product is delivered or when the product has been completed, is ready for delivery, has been paid for, its title has transferred and it is awaiting pickup by the customer.

For certain bus sale transactions, we may provide incentives including payment

of a limited amount of future interest charges our customers may incur related to their purchase and financing of the bus with third party financing companies.

For certain bus sale transactions, we may provide incentives including payment of a limited amount of future interest charges our customers may incur related to their purchase and financing of the bus with third party financing companies.

We reduce revenue at the recording date by the full amount of potential future interest we may be obligated to pay, which is an application of the "most likely amount" method.

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The carrying amounts of cash and cash equivalents, trade receivables and accounts payable approximate their fair values because of the short-term maturity and highly liquid nature of these instruments.

The carrying value of the Company’s revolving credit facility and long-term debt approximates fair value due to the variable rates of interest, which reset frequently, relating to these debt instruments.

The carrying value of the Company’s revolving credit facility, if any, and long-term debt approximates fair value due to the variable rates of interest, which reset frequently, relating to these debt instruments.

See Note 8, Debt, for further discussion.

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The fair values of all derivative instruments are recognized as assets or liabilities at the balance sheet date.

Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income, depending on whether the derivative instrument qualifies, and is appropriately designated, for hedge accounting treatment and if so, whether it represents a fair value or cash flow hedge.

Changes in the fair value of these derivative instruments are recognized in our operating results or included in other comprehensive income or loss, depending on whether the derivative instrument qualifies, and is appropriately designated, for hedge accounting treatment and if so, whether it represents a fair value or cash flow hedge.

Gains and losses on derivative instruments are recognized in the operating results line item that reflects the underlying exposure that was mitigated either via a formal hedge accounting relationship or economically.

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We determine if an arrangement is or contains a lease at inception.

The Company enters into lease arrangements primarily for office space, warehouse space, or a combination of both.

We elected to account for leases with initial terms of 12 months or less by recording operating lease expense on a straight-line basis instead of recording lease assets or liabilities.

The Company enters into lease arrangements primarily for office and warehouse space, or a combination of both, as well as equipment.

We elect to account for leases with initial terms of 12 months or less by recording operating lease expense on a straight-line basis instead of recording lease assets or liabilities.

For a lease with an initial term greater than 12 months, the Company records a right-of-use (“ROU”) asset and lease liability on the Consolidated Balance Sheets.

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Operating lease ROU assets also include any base rental or lease payments made and exclude lease incentives.

The two components of operating lease expense, amortization and interest, are recognized on a straight-line basis over the lease term as a single expense element within selling, general and administrative expenses on the Consolidated Statements of Operations.

The two components of operating lease expense, amortization and interest, are recognized on a straight-line basis over the lease term as a single expense element within cost of goods sold or selling, general and administrative expenses, depending on the underlying use of the assets, on the Consolidated Statements of Operations.

Under the finance lease model, interest on the lease liability is recognized in interest expense and amortization of ROU assets is recorded on the Consolidated Statements of Operations based on the underlying use of the assets.

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Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition.

In accordance with the provisions of Accounting Standards Codification Topic ("ASC") 350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not

amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired.

In accordance with the provisions of Accounting Standards Codification Topic ("ASC")

350, Intangibles—Goodwill and Other , goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not amortized, but instead are tested for impairment at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired.

Such events or circumstances may include a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof.

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If a qualitative assessment is not performed or if a quantitative assessment is otherwise required, then the entity compares the fair value of an asset to its carrying amount and the amount of the impairment loss, if any, is the difference between fair value and carrying value.

The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realized by owning the name instead of otherwise having to license or lease it.

The fair value of our trade name is derived by using the relief from royalty method, which discounts the estimated cash savings we realize by owning the name instead of otherwise having to license or lease it.

Our intangible assets with a definite useful life are amortized over their estimated useful lives, 7 or 20 years, using the straight-line method.

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No accrual of future benefits is earned or calculated beyond this date.

Accordingly, our obligation estimate is based on benefits earned at that time discounted using an estimate of the single equivalent discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations.

The Company recognizes the funded status of its pension plan obligations on the Consolidated Balance Sheet and records in other comprehensive income certain gains and losses that arise during the period, but are deferred under pension accounting rules.

Pension expense is recognized as a component of other (expense) income, net on our Consolidated Statements of Operations.

Additionally, during the latter part of fiscal 2025, the Company initiated actions to terminate the pension plan, which is expected to be completed in the latter half of the fiscal year ending October 3, 2026 ("fiscal 2026").

A pension plan termination does not impact the pension benefits earned by participants as amounts due to participants are settled either via (i) lump-sum cash payments, as applicable, or (ii) the transfer of the pension obligations to an insurance company via the purchase of group annuity contracts.

Our obligation estimate is based on benefits earned at the time that the benefit plan was frozen discounted using, at September 27, 2025, (i) a required regulatory interest rate for our estimate of those participants who will elect a lump-sum cash payment, as applicable, and (ii) the estimated interest rate inherent in the group annuity contracts for our estimate of those participants whose benefit obligations will be transferred to an insurance company and, at September 28, 2024, an estimate of the single equivalent

discount rate determined by matching the plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations.

The Company recognizes the funded status of its pension plan obligations on the Consolidated Balance Sheet and records in accumulated other comprehensive income or loss certain gains and losses that arise during the period, but are deferred under pension accounting rules.

Pension expense is recognized as a component of other income (expense), net on our Consolidated Statements of Operations.

Product Warranty Costs

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The Company evaluates its ability, based on the weight of evidence available, to realize future tax benefits from deferred tax assets and establishes a valuation allowance to reduce a deferred tax asset to a level which, more likely than not, will be realized in future years.

The Company recognizes uncertain tax positions based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information.

The Company recognizes uncertain tax positions, if any, based on a cumulative probability assessment if it is more likely than not that the tax position will be sustained upon examination by an appropriate tax authority with full knowledge of all information.

Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.

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In those instances in which such recording would reduce retained earnings below zero, it records the difference as a reduction in additional paid-in capital.

See Note 13, Stockholders' (Deficit) Equity , for further information.

See Note 13, Stockholders' Equity , for further information.

Segment Reporting

Operating segments are components of an entity that engage in business activities with discrete financial information available that is regularly reviewed by the chief operating decision maker (“CODM”) in order to assess performance and allocate resources.

The Company’s CODM is its President and Chief Executive Officer.

The Company’s CODM is its President and Chief Executive Officer ("CEO").

As discussed further in Note 11, Segment Information , the Company determined its operating and reportable segments to be Bus and Parts.

The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the U.S., Canada and in certain limited international markets.

segment 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.

The Bus segment includes the manufacturing and assembly of school buses to be sold to a variety of customers across the United States of American ("U.S."), Canada and in certain limited international markets.

The Parts segment 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.

Statement of Cash Flows

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The exchange of cash, if any, associated with derivative transactions is classified in the same category as the cash flows from the underlying items giving rise to the foreign currency or interest rate exposures.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

ASU 2023-07 On November 27, 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

Improvements to Reportable Segment Disclosures , which requires public business entities ("PBEs") to disclose information about their reportable segments’ significant expenses on an interim and annual basis.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The new disclosure requirements were effective for the Company in fiscal 2025 and accordingly, are included in Note 11, Segment Information .

Recently Issued Accounting Standards

ASU 2023-09 On December 14, 2023, the FASB issued 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.

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;

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We expect to recognize $ 11.3 million of the outstanding contract liability in fiscal 2026, and the remaining balance thereafter.

Other Current Liabilities

The balance in other current liabilities as of September 28, 2024 and September 30, 2023 includes approximately $ 2.2 million and $18.5 million, respectively, of funds awarded by the U.S.

Environmental Protection Agency in administering the Clean School Bus Program (“CSBP”) that was signed into law in mid-November 2021.

The CSBP allocates federal funds to help local school jurisdictions purchase zero- and low-emission school buses over a five year period.

The Company recorded the receipt of these funds as deferred revenue.

The balance at September 30, 2023 was largely recognized as revenue during the first half of 2024 and the Company expects to recognize the vast majority of the September 28, 2024 balance as revenue during the first half of fiscal 2025, as the underlying buses are produced and delivered.

Self-Insurance

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The related cost of goods sold were $ 21.2 million, $ 19.9 million and $ 16.6 million for fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

Derivative Instruments

On October 24, 2018, the Company entered into a four year interest rate collar with a $ 150.0 million notional value with an effective date of November 30, 2018.

The collar was entered into in order to partially mitigate our exposure to interest rate fluctuations on our variable rate debt.

The collar established a range where we paid the counterparty if the three month U.S.

Dollar London Interbank Offered Rate ("LIBOR") fell below the established floor rate of 1.5 %, and the counterparty paid us if the three month LIBOR exceeded the ceiling rate of 3.3 %.

The collar settled quarterly through the termination date of September 30, 2022.

No payments or receipts were exchanged on the interest rate collar contracts unless interest rates rose above or fell below the contracted ceiling or floor rates.

Throughout much of fiscal 2022, the three month LIBOR fell below the established floor, which required us to make $ 1.2 million in total cash payments to the counterparty.

The following table presents components of inventories at the dates indicated:

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Total inventories $ 139,470 $ 127,798

At October 1, 2022, certain Bus segment inventory had an approximate $ 8.8 million cumulative cost in excess of net realizable value, which was recognized as a loss in fiscal 2022.

No such cumulative loss in excess of net realizable value was present at September 28, 2024 or September 30, 2023 and no such losses were recognized in fiscal 2024 or fiscal 2023.

Property, Plant and Equipment

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We capitalized $ 0.5 million of interest expense in fiscal 2025 related to the construction of plant manufacturing assets.

A $1.4 million impairment loss for certain equipment that was no longer used in the Bus segment production process was recognized in fiscal 2022.

No impairment loss was recognized in fiscal 2024 or fiscal 2023.

The carrying amounts of goodwill by reporting unit are as follows at the dates indicated:

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(in thousands)

Fiscal Years Ending Amortization Expense

Total amortization expense $ 3,738

2016 Credit Agreement

On December 12, 2016, BBBC ("Borrower"), executed a $ 235.0 million five-year credit agreement with Bank of Montreal, which acted as the administrative agent and an issuing bank, Fifth Third Bank, as co-syndication agent and an issuing bank, and Regions Bank, as co-syndication agent, together with other lenders ("2016 Credit Agreement").

The credit facilities provided for under the 2016 Credit Agreement consisted of a term loan facility in an aggregate initial principal amount of $ 160.0 million (the “2016 Term Loan Facility”) and a revolving credit facility with aggregate commitments of $75.0 million.

The revolving credit facility included a $15.0 million letter of credit sub-facility and a $ 5.0 million swing-line sub-facility (“2016 Revolving Credit Facility,” and together with the 2016 Term Loan Facility, each a “2016 Credit Facility” and collectively, the “2016 Credit Facilities”).

The obligations under the 2016 Credit Agreement and the related loan documents (including without limitation, the borrowings under the 2016 Credit Facilities and obligations in respect of certain cash management and hedging obligations owing to the agents, the lenders or their affiliates), were, in each case, secured by a lien on and security interest in substantially all of the assets of the Company and its subsidiaries including the Borrower, with certain exclusions as set forth in a collateral agreement entered into on the closing date.

First Amendment to the 2016 Credit Agreement

On September 13, 2018, the Company entered into a first amendment to the 2016 Credit Agreement ("First Amended 2016 Credit Agreement").

The First Amended 2016 Credit Agreement provided for additional funding of $50.0 million and was funded in the first quarter of the fiscal year that ended September 28, 2019.

Substantially all of the proceeds were used to complete a tender offer to purchase shares of our common and preferred stock.

The First Amended 2016 Credit Agreement also increased the revolving credit facility to $100.0 million from $75.0 million, a $ 25.0 million increase.

The amendment extended the maturity date to September 13, 2023, five years from the effective date of the first amendment.

The first amendment also amended the interest rate pricing matrix (as follows) as well as the principal payment schedule (which was subsequently amended as discussed below).

In connection with the First Amended 2016 Credit Agreement, we incurred $ 2.0 million of debt discount and issuance costs, which were recorded as contra-debt and were being amortized over the life of the Amended 2016 Credit Agreement (defined below) using the effective interest method.

The interest rate on the 2016 Term Loan Facility was (i) from the first amendment effective date until the first quarter ended on or about September 30, 2018, LIBOR plus 2.25%, and (ii) commencing with the fiscal quarter ended on or about September 30, 2018 and thereafter, dependent on the Total Net Leverage Ratio ("TNLR") of the Company, an election of either base rate ("ABR") or LIBOR pursuant to the table below:

Level Total Net Leverage Ratio ABR Loans LIBOR Loans

I Less than 2.00x 0.75% 1.75%

II Greater than or equal to 2.00x and less than 2.50x 1.00% 2.00%

III Greater than or equal to 2.50x and less than 3.00x 1.25% 2.25%

IV Greater than or equal to 3.00x and less than 3.25x 1.50% 2.50%

V Greater than or equal to 3.25x and less than 3.50x 1.75% 2.75%

VI Greater than 3.50x 2.00% 3.00%

Second Amendment to the 2016 Credit Agreement

On May 7, 2020, the Company entered into a second amendment to the 2016 Credit Agreement and First Amended 2016 Credit Agreement (“Second Amended 2016 Credit Agreement”).

The Second Amended 2016 Credit Agreement provided $41.9 million in additional revolving commitments bringing the total revolving commitments to $141.9 million.

The revolving commitments under the Second Amended 2016 Credit Agreement were scheduled to mature on September 13, 2023, which was the fifth anniversary of the effective date of the First Amended 2016 Credit Agreement.

The interest rate pricing grid remained unchanged, but the LIBOR floor was amended from 0% to 0.75%.

We incurred $0.9 million in fees related to the amendment.

The fees were capitalized to other assets on the Consolidated Balance Sheets and were being amortized on a straight-line basis to interest expense until maturity of the Amended 2016 Credit Agreement (defined below).

Third Amendment to the 2016 Credit Agreement

On December 4, 2020, the Company executed a third amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement and Second Amended 2016 Credit Agreement ("Third Amended 2016 Credit Agreement").

The Third Amended 2016 Credit Agreement, among other things, provided for certain temporary amendments to the 2016 Credit Agreement from the third amendment effective date through and including the first date on which (a)(i) a compliance certificate was timely delivered with respect to a fiscal quarter ending on or after March 31, 2022 demonstrating compliance with certain financial performance covenants for such fiscal quarter (the “Limited Availability Period”), or (ii) the Borrower elected to terminate the Limited Availability Period;

and (b) the absence of a default or event of default.

Amendments to the financial performance covenants provided that during the Limited Availability Period, a higher maximum TNLR was permitted, and required the Company to maintain liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) of at least $15.0 million.

For the duration between the fiscal quarter ended on or around December 31, 2020 and the fiscal quarter ended on or around September 30, 2021 that fell within the Limited Availability Period, a quarterly minimum consolidated EBITDA covenant applied instead of a maximum TNLR.

The pricing grid in the First Amended 2016 Credit Agreement, which was based on the ratio of the Company’s consolidated net debt to consolidated EBITDA, remained unchanged.

However, during the Limited Availability Period, an additional margin of 0.50% applied.

During the Limited Availability Period, the Amended 2016 Credit Agreement required that Borrower prepay existing revolving loans and, if undrawn and unreimbursed letters of credit exceeded $7.0 million, cash collateralize letters of credit if unrestricted cash and cash equivalents exceeded $20.0 million, as determined on a semimonthly basis.

Any issuance, amendment, renewal, or extension of credit during the Limited Availability Period could not cause unrestricted cash and cash equivalents to exceed $20.0 million, or cause the aggregate outstanding 2016 Revolving Credit Facility principal to exceed $100.0 million.

The Third Amended 2016 Credit Agreement also implemented a cap on permissible investments, restricted payments, certain payments of indebtedness and the fair market value of all assets subject to permitted dispositions during the Limited Availability Period.

For the duration of the Limited Availability Period, the Amended 2016 Credit Agreement (defined below) set forth additional monthly reporting requirements, and required subordination agreements and intercreditor arrangements for certain other indebtedness and liens subject to administrative agent approval.

The Company incurred approximately $2.5 million in lender fees and other issuance costs relating to the third amendment.

Of such total, approximately $1.1 million and $0.9 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and were being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below).

The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations.

In conjunction with executing the third amendment, previously capitalized lender fees and other issuance costs incurred in prior periods totaling approximately $0.1 million were expensed to loss on debt modification on the Consolidated Statements of Operations.

Fourth Amendment to the 2016 Credit Agreement

On November 24, 2021, the Company executed a fourth amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement and Third Amended 2016 Credit Agreement (the "Fourth Amended 2016 Credit Agreement").

The Fourth Amended 2016 Credit Agreement, among other things, provided for certain temporary amendments to the 2016 Credit Agreement from the third amendment effective date through and including (a) April 1, 2023 (the “Amended Limited Availability Period”), or (b) the first date on which Borrower elected to terminate the Amended Limited Availability Period, in each case, subject to (x) the absence of a default or event of default and (y) pro forma compliance with the financial covenant performance covenants under the Fourth Amended 2016 Credit Agreement.

With respect to the financial performance covenants, during the Amended Limited Availability Period for the fiscal quarters ended January 1, 2022 through October 1, 2022, the TNLR requirement was not applicable, although it continued to impact the interest rate that was charged on outstanding borrowings as discussed below.

Instead, the minimum consolidated EBITDA that the Company was required to maintain during the Amended Limited Availability Period was updated to include fiscal 2022 as set forth in the table below (in millions):

Period Minimum Consolidated EBITDA

Fiscal quarter ending January 1, 2022 $14.5

Fiscal quarter ending April 2, 2022 $(4.5)

Fiscal quarter ending July 2, 2022 $(6.8)

Fiscal quarter ending October 1, 2022 $20.0

However, in the event that Borrower elected to terminate the Amended Limited Availability Period in fiscal 2022, the maximum TNLR permitted was 3.50x.

The minimum liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) that the Company was required to maintain during the Amended Limited Availability Period was amended as set forth in the table below (in millions):

Period Minimum Liquidity

Fourth amendment effective date through January 1, 2022 $10.0

January 2, 2022 through April 2, 2022 $5.0

April 3, 2022 through July 2, 2022 $15.0

Thereafter $20.0

Additionally, a new financial performance covenant was added in the Fourth Amended 2016 Credit Agreement, requiring that school bus units manufactured by the Company (“Units”) not fall below the pre-set thresholds set forth in the table below on a three month trailing basis (“Units Covenant”).

The Units Covenant was triggered only if the Company’s liquidity for the most-recently ended fiscal month was less than $50 million during the Amended Limited Availability Period:

Period Minimum Units Manufactured

Three month period ending November 27, 2021 1,128

Three month period ending January 1, 2022 776

Three month period ending January 29, 2022 748

Three month period ending February 26, 2022 727

Three month period ending April 2, 2022 763

Three month period ending April 30, 2022 1,111

Three month period ending May 28, 2022 1,525

Three month period ending July 2, 2022 2,053

Three month period ending July 30, 2022

Three month period ending August 27, 2022 2,199

Three month period ending October 1, 2022 2,306

If the Units during any three fiscal month period set forth above was less than the minimum required by the Units Covenant, Borrower could elect to carry forward up to 50% of certain applicable excess Units to satisfy the Units Covenant requirement.

However, Borrower could not make such election in two consecutive three fiscal month periods.

The pricing grid in the Fourth Amended 2016 Credit Agreement, which was based on the TNLR, was determined in accordance with the amended pricing matrix set forth below:

Level Total Net Leverage Ratio ABR Loans LIBOR Loans

I Less than 2.00x 0.75% 1.75%

II Greater than or equal to 2.00x and less than 2.50x 1.00% 2.00%

III Greater than or equal to 2.50x and less than 3.00x 1.25% 2.25%

IV Greater than or equal to 3.00x and less than 3.25x 1.50% 2.50%

V Greater than or equal to 3.25x and less than 3.50x 1.75% 2.75%

VI Greater than or equal to 3.50x and less than 4.50x 2.00% 3.00%

VII Greater than or equal to 4.50x and less than 5.00x 3.25% 4.25%

VIII Greater than 5.00x 4.25% 5.25%

During the Amended Limited Availability Period (notwithstanding the pricing grid set forth above), the applicable rate was (a) solely to the extent that the aggregate revolving exposures exceeded $100.0 million, 5.75% with respect to such excess and (b) with respect to all other revolving exposures, the sum of the rate determined by the administrative agent in accordance with the pricing grid set forth above, plus 0.50%.

Additional allowances were made in the Fourth Amended 2016 Credit Agreement for the Company to issue or incur up to $100.0 million of qualified equity interests issued by the Company, unsecured subordinated indebtedness or unsecured convertible indebtedness (collectively, “Junior Capital”).

Upon the issuance or incurrence of any Junior Capital, the Company was required to prepay the outstanding revolving loans (with no permanent reduction in the revolving commitments) in an amount equal to the lesser of (a) 100% of the net proceeds from such Junior Capital and (b) the aggregate of revolving exposures then outstanding.

Prior to the initial issuance or incurrence of any Junior Capital, any issuance, amendment, renewal, or extension of credit during the Amended Limited Availability Period could not cause the aggregate outstanding 2016 Revolving Credit Facility principal to exceed $110.0 million (“Availability Cap”).

Following the issuance and sale of $75.0 million of common stock in a private placement transaction on December 15, 2021 (see Note 13, Stockholders' (Deficit) Equity , for further details), the Availability Cap was permanently reduced to $100.0 million.

For the duration of the Amended Limited Availability Period, the Fourth Amended 2016 Credit Agreement set forth additional monthly reporting requirements in connection with the manufactured school bus units required by the financial performance covenants, when applicable.

The Company incurred approximately $2.5 million in lender fees and other issuance costs relating to the fourth amendment.

Of such total, approximately $1.1 million and $0.8 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below).

The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations.

In conjunction with executing the fourth amendment, previously capitalized lender fees and other issuance costs incurred in prior periods totaling approximately $0.1 million were also expensed to loss on debt modification on the Consolidated Statements of Operations.

Fifth Amendment and Limited Waiver to the 2016 Credit Agreement

On September 2, 2022, the Company executed a fifth amendment and limited waiver to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement, Third Amended 2016 Credit Agreement and Fourth Amended 2016 Credit Agreement ("Fifth Amended 2016 Credit Agreement").

The Fifth Amended 2016 Credit Agreement, among other things, resulted in Borrower and administrative agent jointly electing an early opt-in to change one of the market interest rate indices that Borrower could elect to accrue interest on outstanding borrowings from LIBOR, which was discontinued subsequent to June 30, 2023, to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR").

Such change became effective at the end of the applicable interest period for any LIBOR borrowings outstanding on the fifth amendment effective date.

The Fifth Amended 2016 Credit Agreement also provided covenant relief, through December 31, 2022, via a waiver of the $20.0 million minimum consolidated EBITDA covenant calculated on a four quarter trailing basis for the fiscal quarter ended October 1, 2022 and the 2,306 minimum Units Covenant calculated on a three fiscal month trailing basis for the fiscal month ended October 1, 2022.

The Company requested such covenant relief given the supply chain disruptions that continued to challenge the Company throughout fiscal 2022.

Finally, the Fifth Amended 2016 Credit Agreement required the Company to provide a rolling thirteen week cash flow forecast to the administrative agent, on a monthly basis, beginning with the fiscal month ended August 27, 2022 and ending with the fiscal month ending April 1, 2023.

The Company incurred approximately $0.3 million in lender fees and other issuance costs relating to the fifth amendment.

Of such total, approximately $0.1 million and $0.1 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement (defined below).

The remaining approximate $0.1 million was recorded to loss on debt modification on the Consolidated Statements of Operations.

Sixth Amendment to the 2016 Credit Agreement

On November 21, 2022, the Company executed a sixth amendment to the 2016 Credit Agreement, First Amended 2016 Credit Agreement, Second Amended 2016 Credit Agreement, Third Amended 2016 Credit Agreement, Fourth Amended 2016 Credit Agreement and Fifth Amended 2016 Credit Agreement ("Sixth Amended 2016 Credit Agreement" and collectively, the "Amended 2016 Credit Agreement").

The Sixth Amended 2016 Credit Agreement, among other things, extended the maturity date for both the 2016 Term Loan Facility and 2016 Revolving Credit Facility from September 13, 2023 to December 31, 2024.

The total 2016 Revolving Credit Facility commitment was reduced to an aggregate principal amount of $90.0 million, of which $80.0 million was available for Borrower to draw, with the remaining $10.0 million subject to written approval from the lenders, which, once obtained, was irrevocable.

There was no change in the 2016 Term Loan Facility commitment;

however, the Sixth Amended 2016 Credit Agreement required principal repayments approximating $5.0 million on a quarterly basis through September 30, 2024, with the remaining balance due upon maturity.

There were $151.6 million of term loan borrowings outstanding on the sixth amendment effective date.

The Sixth Amended 2016 Credit Agreement also provided for temporary amendments to certain financial performance covenants during the Amended Limited Availability Period, which terminated on the date on which the Company’s TNLR for the two fiscal quarters most recently ended was each less than 4.00x and no default or event of default had occurred and was continuing.

However, the Amended Limited Available Period could re-occur upon a default or event of default or if the TNLR for the immediately preceding fiscal quarter was equal to or greater than 4.00x.

The minimum consolidated EBITDA that the Company was required to maintain during the Amended Limited Availability Period was updated as set forth in the table below (in millions):

Period Minimum Consolidated EBITDA

Fiscal quarter ending July 1, 2023 $50.0

Fiscal quarter ending September 30, 2023 $60.0

For purposes of complying with the above minimum consolidated EBITDA covenant, the Company’s consolidated EBITDA for the (i) two fiscal quarter period ending July 1, 2023 was multiplied by 2 and (ii) three fiscal quarter period ending September 30, 2023 was multiplied by 4/3.

The minimum liquidity (in the form of undrawn availability under the 2016 Revolving Credit Facility and unrestricted cash and cash equivalents) that the Company was required to maintain at the end of each fiscal month during the Amended Limited Availability Period was amended as set forth in the table below (in millions):

Period Minimum Liquidity

Sixth amendment effective date through December 30, 2023 $30.0

Additionally, the Units Covenant was amended for Units to be calculated at the end of each applicable fiscal month on a cumulative basis, with the minimum cumulative threshold that the Company was required to maintain during the Amended Limited Availability Period amended as set forth in the table below.

The Units Covenant was triggered only if the Company’s liquidity for the most-recently ended fiscal month was less than $50.0 million during the Amended Limited Availability Period:

Period Minimum Units Manufactured

Period from October 2, 2022 and ending October 29, 2022 450

Period from October 2, 2022 and ending November 26, 2022 900

Period from October 2, 2022 and ending December 31, 2022 1,400

Period from October 2, 2022 and ending January 28, 2023 1,900

Period from October 2, 2022 and ending February 25, 2023 2,400

Period from October 2, 2022 and ending April 1, 2023 3,000

The Company was not required to comply with a maximum TNLR financial maintenance covenant for any fiscal quarters from the sixth amendment effective date through September 30, 2023, with the maximum threshold amended thereafter as follows :

Period Maximum Total

Net Leverage Ratio

Fiscal Quarter ending December 30, 2023 through the fiscal quarter ending March 30, 2024 4.00:1.00

Fiscal quarter ending June 29, 2024 and thereafter 3.50:1.00

The pricing grid in the Amended 2016 Credit Agreement, which was based on the TNLR, was applicable to both term loan and revolving borrowings and was determined in accordance with the amended pricing matrix set forth below:

Level Total Net Leverage Ratio ABR Loans SOFR Loans

I Less than 2.00x 0.75% 1.75%

II Greater than or equal to 2.00x and less than 2.50x 1.00% 2.00%

III Greater than or equal to 2.50x and less than 3.00x 1.25% 2.25%

IV Greater than or equal to 3.00x and less than 3.25x 1.50% 2.50%

V Greater than or equal to 3.25x and less than 3.50x 1.75% 2.75%

VI Greater than or equal to 3.50x and less than 4.00x 2.00% 3.00%

VII Greater than or equal to 4.00x and less than 4.50x 2.75% 3.75%

VIII Greater than or equal to 4.50x and less than 5.00x 3.75% 4.75%

IX Greater than 5.00x 4.75% 5.75%

Further, the pricing margins for levels VII though IX above were each increased (x) by 0.25% if the aggregate revolving borrowings were equal to or greater than $50.0 million and less than or equal to $80.0 million and (y) by 0.50% if the aggregate revolving borrowings were greater than $80.0 million.

On the sixth amendment effective date, the interest rate was set at SOFR plus 5.75% and was adjusted, as applicable, for the fiscal quarter ending December 31, 2022 and subsequently in accordance with the amended pricing grid set forth above.

Finally, the Company was required to deliver to the administrative agent, on a quarterly basis, a projected consolidated balance sheet and consolidated statements of projected operations and cash flows for the next four fiscal quarter period.

The Company incurred approximately $3.3 million in lender fees and other issuance costs relating to the sixth amendment.

Of such total, approximately $1.2 million and $1.5 million was capitalized within other assets and long-term debt (as a contra-balance), respectively, on the Consolidated Balance Sheets and was being amortized as an adjustment to interest expense on a straight-line basis and utilizing the effective interest method, respectively, until maturity of the Amended 2016 Credit Agreement.

The remaining approximate $0.5 million was recorded to loss on debt modification on the Consolidated Statements of Operations.

Fiscal Year Ending

Amortization Expense

Fiscal 2024 Credit Agreement

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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.

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”).

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.

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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 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 which 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.

The $100.0 million of Term Loan Facility proceeds and $36.2 million of Revolving Credit Facility proceeds that were borrowed on the Closing Date were used to pay (i) the $131.8 million of term loan indebtedness outstanding under the Amended 2016 Credit Agreement, (ii) interest and commitment fees accrued under the Amended 2016 Credit Agreement through the Closing Date and (iii) transaction costs associated with the consummation of the Credit Agreement.

The $ 100.0 million of Term Loan Facility proceeds and $ 36.2 million of Revolving Credit Facility proceeds that were borrowed on the Closing Date were used to pay (i) the $ 131.8 million of term loan indebtedness outstanding under previous credit agreement, (ii) interest and commitment fees accrued under the previous credit agreement through the Closing Date and (iii) transaction costs associated with the consummation of the Credit Agreement.

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) ABR or (ii) 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:

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 Total Net Leverage Ratio ("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:

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 that ended after the Closing Date, with pricing as of September 27, 2025 set at Level I.

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The remaining approximate $ 0.4 million was recorded to loss on debt refinancing or modification on the Condensed Consolidated Statements of Operations.

In conjunction with executing the Credit Agreement, previously capitalized lender fees and other issuance costs relating to the Amended 2016 Credit Agreement and incurred in prior periods totaling $1.1 million were also expensed to loss on debt refinancing or modification on the Condensed Consolidated Statements of Operations.

In conjunction with executing the Credit Agreement, previously capitalized lender fees and other issuance costs relating to the previous credit agreement and incurred in prior periods totaling $ 1.1 million were also expensed to loss on debt refinancing or modification on the Condensed Consolidated Statements of Operations.

Additional Disclosures

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Term loan borrowings are recognized on the Consolidated Balance Sheets at the unpaid principal balance, and are not subject to fair value measurement;

however, given the variable rates on the loans, the Company estimates the unpaid principal balance to approximate fair value.

however, given the variable rates on the loans that reset frequently, the Company estimates the unpaid principal balance to approximate 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.

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Principal Payments

Thereafter 71,250

Total remaining principal payments $ 91,250

On July 4, 2025, Public Law No.

119-21, the One Big Beautiful Bill Act ("OBBBA"), was signed into law.

The OBBBA includes comprehensive legislation addressing budget and spending matters that is intended, among others, to reduce taxes;

reduce or increase spending, as applicable, for certain federal programs;

increase the statutory debt limit and otherwise address certain agencies and programs throughout the federal government.

The OBBBA permanently extends, with modifications, certain tax provisions that were enacted as part of the Tax Cut and Jobs Act ("TCJA") that became effective on January 1, 2018, but that were set to change or expire at the end of calendar year 2025.

The Act also features certain modified and new tax relief measures for businesses.

Additionally, it includes various revenue-raising measures, including changes to certain Inflation Reduction Act ("IRA") clean energy tax credits and various limits on business tax deductions, that are intended to offset part of the cost of the new legislation.

As required by the provisions of ASC 740, the Company recognized the effects of changes in tax laws resulting from the signing of the OBBBA during the fourth quarter of fiscal 2025.

During fiscal 2025, the OBBBA legislation increased bonus deprecation that could be taken for tax purposes on qualifying fixed assets that were acquired and placed in service after the specified effective date.

This change is reflected in our recording of the components of income tax expense reflected in the table below.

However, several of the more significant changes in the OBBBA that are applicable to the Company become effective for income tax years beginning after December 31, 2024 (i.e., during fiscal 2026 for the Company) and accordingly, the impact from the OBBBA is not reflected in the Company's recognition of income tax expense in fiscal 2025.

The components of income tax (expense) benefit were as follows for the fiscal years presented:

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Foreign 267 ( 267 ) —

Total current tax (expense) benefit

Total current tax expense

$ ( 40,989 ) $ ( 34,902 ) $ ( 888 )

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State 391 ( 372 ) ( 1,835 )

Total deferred tax benefit (expense)

Total deferred tax (expense) benefit

( 2,937 ) 1,674 ( 8,065 )

Income tax (expense) benefit

Income tax expense

$ ( 43,926 ) $ ( 33,228 ) $ ( 8,953 )

At September 28, 2024, the Company had $ 8.0 million (tax effected) in total state tax attributes, primarily comprised of $ 6.7 million (tax effected) in state tax credit carryforwards and $ 0.6 million (tax effected) in state net operating loss ("NOL") carryforwards.

At September 27, 2025, the Company had $ 6.4 million (tax effected) in total state tax attributes, primarily comprised of $ 5.9 million (tax effected) in state tax credit carryforwards and less than $ 0.1 million (tax effected) in state net operating loss ("NOL") carryforwards.

The Company maintains a partial valuation allowance on these state tax attributes.

Specifically, the Company estimates that approximately $ 5.3 million (tax effected) of state tax credit carryforwards will expire unused between 2025 and 2032 and approximately $ 0.5 million (tax effected) of state NOL carryforwards will expire unused between 2028 and 2033.

Specifically, the Company estimates that approximately $ 3.4 million (tax effected) of state tax credit carryforwards will expire unused between 2025 and 2032 and less than $ 0.1 million (tax effected) of state NOL carryforwards will expire unused between 2028 and 2033.

At September 27, 2025, the Company had no federal NOL carryforwards.

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The effective tax rate for fiscal 2025 differed from the statutory federal income tax rate of 21.0%.

The increase in the effective tax rate to 25.9 % was primarily due to the impacts of state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from discrete period items.

The effective tax rate for fiscal 2024 differed from the statutory federal income tax rate of 21.0%.

The increase in the effective tax rate to 26.2 % was primarily due to the impacts of 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.

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The increase in the effective tax rate to 34.7 % was primarily due to the impacts of state taxes and certain permanent items on the federal rate.

The effective tax rate for fiscal 2022 differed from the statutory federal income tax rate of 21.0 %.

The increase in the effective tax rate to 21.6 % was primarily due to the impacts of state taxes on the federal rate.

This increase was partially offset by an increase in the valuation allowance.

A reconciliation between the reported income tax (expense) benefit and the amount computed by applying the statutory federal income tax rate is as follows:

A reconciliation between the reported income tax expense and the amount computed by applying the statutory federal income tax rate is as follows:

(in thousands) 2025 2024 2023

Federal tax (expense) benefit at statutory rate

Federal tax expense at statutory rate

$ ( 33,780 ) $ ( 26,594 ) $ ( 5,419 )

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Other 157 ( 11 ) ( 7 )

Income tax (expense) benefit

Income tax expense

$ ( 43,926 ) $ ( 33,228 ) $ ( 8,953 )

The guidance for accounting for uncertainty in income taxes requires that a determination be made regarding whether a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, which is the threshold required for

recognition of the tax position in the financial statements.

The Company's liability arising from uncertain tax positions ("UTPs"), including accrued interest and penalties, is recorded in other liabilities in the Consolidated Balance Sheets.

The Company's liability arising from uncertain tax positions ("UTPs"),

including accrued interest and penalties, is recorded in other liabilities in the Consolidated Balance Sheets.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Balance, beginning of year $ — $ — $ 110

Additions for tax positions of prior years — — —

Lapses of applicable statute of limitations — — ( 110 )

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Investor tax on non-consolidated affiliate income ( 1,967 ) ( 1,261 )

Right-of-use assets

( 701 ) ( 566 )

Total deferred tax liabilities $ ( 26,408 ) $ ( 22,400 )

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Tax credits 5,866 6,702

Outside basis difference in investment

Lease liabilities

Total deferred tax assets $ 28,962 $ 27,855

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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 environmental matters will not have a material adverse effect on the Company’s financial statements.

Our environmental liability, included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.5 million and $ 0.3 million at September 28, 2024 and September 30, 2023, respectively.

The Company is currently not involved in any material environmental proceedings and therefore, management believes that the resolution of environmental matters will not have a material adverse effect on the Company’s financial statements.

Our environmental liability, included in current accrued expenses and other long-term liabilities on the Consolidated Balance Sheets, was $ 0.5 million at both September 27, 2025 and September 28, 2024.

Cash flows over the next five years are expected to be immaterial each year, with no material difference between total cash flows and our accrued balance.

Lease Commitments

We have operating leases for office and warehouse space and finance leases for equipment.

We have operating leases for office and warehouse space, or a combination of both, as well as equipment.

We had finance leases for equipment that matured during fiscal 2025.

Our leases have remaining lease terms ranging from 0.5 years to 5.0 years with the option to extend certain leases for up to 1 year.

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Lease cost Classification 2025 2024

Operating leases Selling, general and administrative expenses $ 2,031 $ 2,188

Operating leases (1)

Cost of goods sold or selling, general and administrative expenses $ 1,889 $ 2,031

Finance leases

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Interest on lease liabilities Interest expense 13 40

Short-term leases (1) Cost of goods sold or selling, general and administrative expenses 1,720 1,993

Short-term leases (1) (2)

Cost of goods sold or selling, general and administrative expenses 2,935 1,720

Total lease cost $ 5,169 $ 4,493

(1) Short-term lease cost includes both leases and rentals with initial terms of one year or less.

(1) Classification depends on the purpose of the underlying lease.

(2) Short-term lease cost includes both leases and rentals with initial terms of one year or less.

The following table summarizes the lease amounts included on the Consolidated Balance Sheets as follows:

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Total lease liabilities $ 6,282 $ 5,825

(1) Net of accumulated amortization of $ 3.2 million and $ 2.5 million, respectively.

(1) Net of accumulated amortization of $ 0 and $ 3.2 million, respectively.

The financing and operating leases recorded do not assume renewal based on our analysis of those leases and their contractual terms.

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(in thousands) September 27, 2025

Fiscal Years Ended Operating Finance Total

2025 $ 2,149 $ 994 $ 3,143

2026 1,852 — 1,852

2027 866 — 866

2028 301 — 301

2029 184 — 184

Thereafter 65 — 65

Fiscal Years Ended Operating Leases

Total future minimum lease payments 7,091

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September 27, 2025

Operating Finance

Weighted average remaining lease term 2.8 0.5

Operating Leases

Weighted average remaining lease term 3.7 years

Weighted average discount rate 6.1 %

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Segment Information

We manage our business in two operating segments:

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.

Management evaluates the segments based primarily upon revenues and gross profit, which are reflected in the tables below for the periods presented:

(in thousands) 2024 2023 2022

Bus (1) $ 1,242,885 $ 1,034,625 $ 723,505

Parts (1) 104,269 98,168 77,132

Segment net sales $ 1,347,154 $ 1,132,793 $ 800,637

(1) Parts segment revenue includes $ 9.3 million, $ 5.6 million, and $ 3.9 million for fiscal 2024, fiscal 2023 and fiscal 2022, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

Our chief operating decision maker ("CODM") is our President and CEO.

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

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 the consolidated financial statements, as described in Note 2.

Significant reportable segment information provided to and used by the CODM in assessing performance and allocating resources is as follows:

(in thousands) 2025 2024 2023

Bus $ 203,791 $ 91,003 $ 5,065

Parts 52,365 47,847 31,481

Net sales (1)

$ 1,377,125 $ 1,242,885 $ 1,034,625

Cost of goods sold

1,125,377 1,039,094 943,622

Segment gross profit

The following table is a reconciliation of segment gross profit to consolidated income (loss) before income taxes for the fiscal years presented:

$ 251,748 $ 203,791 $ 91,003

Parts segment

Net sales (1)

$ 102,974 $ 104,269 $ 98,168

Cost of goods sold

51,209 51,904 50,321

Segment gross profit

$ 51,765 $ 52,365 $ 47,847

(1) Parts segment net sales includes $ 6.9 million, $ 9.3 million, and $ 5.6 million for fiscal 2025, fiscal 2024 and fiscal 2023, 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 fiscal years presented:

(in thousands) 2025 2024 2023

Bus segment gross profit

$ 251,748 $ 203,791 $ 91,003

Parts segment gross profit

51,765 52,365 47,847

Segment gross profit 303,513 256,156 138,850

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Interest income 6,194 4,136 1,004

Other (expense) income, net

Other income (expense), net

3,406 ( 4,394 ) ( 8,307 )

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— ( 1,558 ) ( 537 )

Income (loss) before income taxes

Income before income taxes

$ 169,564 $ 126,936 $ 25,805

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(2) Includes shipping and handling revenue, extended warranty income, surcharges, chassis, and bus shell sales.

Stockholders’ (Deficit) Equity

Sale of Common Stock

On December 15, 2021, the Company issued and sold through a private placement an aggregate 4,687,500 shares of its common stock at $ 16.00 per share (“Private Placement”) to Coliseum Capital Partners, L.P.

and Blackwell Partners LLC – Series A (collectively, “Coliseum”), with net proceeds of $ 74.8 million.

Subsequent to the sale, Coliseum owned an approximate 15 % equity interest in the Company.

During the second half of fiscal 2023, Coliseum sold all of its shares of common stock purchased through the Private Placement (see Note 19, Stockholder Transaction Costs , for further information).

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.

Under the share repurchase program, 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.

In the latter part of August and first half of September 2024, the Company repurchased 201,818 shares of its common stock for $9.9 million, pursuant to the share repurchase plan.

No such repurchases were made in fiscal 2023.

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 plan, the Company repurchased 1,060,438 shares of its common stock for $ 39.5 million in fiscal 2025.

In fiscal 2024, the Company repurchased 201,818 shares for $ 9.9 million.

The total remaining authorization for future common stock repurchases under the Company's share repurchase program was $ 110.5 million as of September 27, 2025.

In mid-September 2024, the Company constructively retired the shares of common stock it had recently repurchased by recording the $9.9 million paid in excess of the $0.0001 par value of each share as a reduction in retained earnings.

Later that same month, the Company retired the shares of common stock that had previously been reflected as treasury stock within its historical consolidated financial statements by recording the amount paid in excess of the $0.0001 par value of each share as a $39.9 million reduction in retained earnings, which reduced the value in this account to zero, with the remaining $10.4 million recorded as a reduction in additional paid-in capital.

Earnings (Loss) Per Share

In fiscal 2024, the Company constructively retired the shares of common stock it had repurchased by recording the $ 9.9 million paid in excess of the $ 0.0001 par value of each share as a reduction in retained earnings.

Later in the fiscal year, the Company retired the shares of common stock that had previously been reflected as treasury stock within its historical consolidated financial statements by recording the amount paid in excess of the $ 0.0001 par value of each share as a $ 39.9 million reduction in retained earnings, which reduced the value in this account to zero, with the remaining $ 10.4 million recorded as a reduction in additional paid-in capital.

In fiscal 2025, the Company constructively retired the shares of common stock it had recently repurchased by recording the $ 39.5 million in excess of the $ 0.0001 par value of each share as a reduction in retained earnings.

Earnings Per Share

The following table presents the basic and diluted earnings per share computation for the fiscal years presented:

(in thousands except share data) 2025 2024 2023

Net income (loss)

$ 127,720 $ 105,547 $ 23,812

Basic earnings (loss) per share:

Basic earnings per share:

Weighted average common shares outstanding 31,861,326 32,270,711 32,071,940

Basic earnings (loss) per share

Basic earnings per share

$ 4.01 $ 3.27 $ 0.74

Diluted earnings (loss) per share (1):

Diluted earnings per share (1):

Weighted average common shares outstanding 31,861,326 32,270,711 32,071,940

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Weighted average shares and dilutive potential common shares 32,883,436 33,349,221 32,258,652

Diluted earnings (loss) per share

Diluted earnings per share

$ 3.88 $ 3.16 $ 0.74

(1) There were no potentially dilutive securities for fiscal 2024 while potentially dilutive securities representing 0.7 million and 0.5 million shares of common stock were excluded from the computation of diluted earnings per share for fiscal 2023 and fiscal 2022, respectively, as their effect would have been anti-dilutive.

Because of the timing of the share repurchases discussed in Note 13 above, they had no material impact on earnings per share for fiscal 2024.

(1) There were no potentially dilutive securities for fiscal 2025 or fiscal 2024 that were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive while potentially dilutive securities representing 0.7 million shares of common stock were excluded from the computation of diluted earnings per share for fiscal 2023 as their effect would have been anti-dilutive.

Share-Based Compensation

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The following table summarizes the Company's RSU activity for the fiscal year presented:

RSU Activity Number of Shares Weighted-Average Grant Date Fair Value

Restricted Stock Activity Number of Shares Weighted-Average Grant Date Fair Value

Balance, beginning of year 635,648 $ 23.07

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Balance, end of year 291,002 31.80

The weighted-average grant date fair value of RSU awards granted in fiscal 2023 and fiscal 2022 was $ 23.41 and $ 17.35 , respectively.

Compensation expense for RSU awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 7.2 million, $ 3.2 million, and $ 2.6 million for fiscal 2024, fiscal 2023, and fiscal 2022, respectively, with associated tax benefits of $ 1.8 million, $ 0.8 million, and $ 0.7 million, respectively.

At September 28, 2024, unrecognized compensation cost related to RSU awards totaled $ 6.1 million and is expected to be recognized over a weighted-average period of 0.9 years.

The weighted-average grant date fair value of restricted stock awards granted in fiscal 2024 and fiscal 2023 was $ 21.35 and $ 23.41 , respectively.

Compensation expense for restricted stock awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 13.1 million, $ 7.2 million, and $ 3.2 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, with associated tax benefits of $ 3.3 million, $ 1.8 million, and $ 0.8 million, respectively.

At September 27, 2025, unrecognized compensation cost related to restricted stock awards totaled $ 3.6 million and is expected to be recognized over a weighted-average period of 0.7 years.

Stock Option Awards

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Exercised (1) ( 277,291 ) 16.88

Expired ( 4,442 ) 15.62

Forfeited — —

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(3) Fully vested and exercisable options at the end of the fiscal year had $ 4.9 million intrinsic value.

The total aggregate intrinsic value of stock options exercised during fiscal 2023 and fiscal 2022 was $ 0.3 million and less than $ 0.1 million, respectively.

The total aggregate intrinsic value of stock options exercised during fiscal 2024 and fiscal 2023 was $ 6.2 million and $ 0.3 million, respectively.

Compensation expense for stock option awards, recognized in selling, general and administrative expenses on the Consolidated Statements of Operations, was $ 1.6 million, $ 1.2 million, and $ 0.8 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively, with associated tax benefits of $ 0.4 million, $ 0.3 million, and $ 0.2 million, respectively.

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No accrual of future benefits is calculated beyond this date.

The Company made no contributions to the Defined Benefit Plan during fiscal 2024 and made $ 1.1 million of contributions in fiscal 2023.

Additionally, during the latter part of fiscal 2025, the Company initiated actions to terminate the Defined Benefit Plan, which is expected to be completed in the latter half of fiscal 2026.

The Company made $ 0.9 million of contributions to the Defined Benefit Plan during fiscal 2025 and made no contributions in fiscal 2024.

For fiscal 2025 and fiscal 2024, benefits paid were $ 8.0 million and $ 8.8 million, respectively.

The fiscal 2023 benefit payments included $ 5.2 million paid to certain participants who met certain specified criteria (including that they were former employees of the Company who earned enough service to qualify for pension benefits under the terms of the Defined Benefit Plan while they were employed but were not otherwise receiving retirement payments on the date that the benefits were paid) and elected to receive a single lump-sum payment in lieu of future retirement payments, with no similar payments made in fiscal 2024.

The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 113.6 million and $ 108.4 million at September 28, 2024 and September 30, 2023, respectively.

The reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated is presented in the following table:

As a result of the pending pension plan termination, the significant assumptions utilized in computing the benefit obligation as of September 27, 2025 were amended as discussed further below.

The projected benefit obligation (“PBO”) for the Defined Benefit Plan was $ 109.6 million and $ 113.6 million at September 27, 2025 and September 28, 2024, respectively, with the reconciliation of the beginning and ending balances of the PBO for the Defined Benefit Plan for the fiscal years indicated presented in the following table:

Benefit Obligation

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Interest cost 5,249 5,936

Actuarial loss (gain) (1)

Actuarial (gain) loss (1)

( 1,204 ) 8,091

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(1) Includes assumption changes, as applicable, resulting from (i) changes in the utilized discount rate to value the future obligations, and (ii) updates to the mortality table projections used in the calculation of the benefit obligations.

In connection with initiation of the pension plan termination during the latter part of fiscal 2025, all plan assets were converted to a money market fund comprised of high quality, highly liquid investments, primarily issued by the U.S.

government, having maturities of less than one year to minimize the risk of significant fluctuations in the balance of the assets due to market volatility.

The summary and reconciliation of the beginning and ending balances of the fair value of the Defined Benefit Plan assets are as follows:

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Funded Status:

The following table reconciles the benefit obligations, plan assets, funded status and net asset (liability) information of the Defined Benefit Plan at the dates indicated.

The net pension asset or liability is reflected in long-term assets or liabilities, respectively, on the Consolidated Balance Sheets.

The following table reconciles the benefit obligations, plan assets, funded status and net pension asset information of the Defined Benefit Plan at the dates indicated.

The net pension asset is reflected in long-term assets on the Consolidated Balance Sheets.

Funded Status

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Funded status 4,889 4,649

Net pension asset (liability) recognized

Net pension asset recognized

$ 4,889 $ 4,649

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Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company's valuation process.

The Defined Benefit Plan assets are comprised of various investment funds, which are valued based upon their quoted market prices.

In fiscal 2024 and for a portion of fiscal 2025, the Defined Benefit Plan assets were comprised of various investment funds.

However, at the end of fiscal 2025, the Defined Benefit Plan assets were invested exclusively in a money market fund comprised of high quality, highly liquid investments, primarily issued by the U.S.

government, having maturities of less than one year as discussed previously above.

All investment funds are valued based upon their quoted market prices.

The invested pension plan assets of the Defined Benefit Plan are all Level 2 assets under the provisions of ASC 820, Fair Value Measurements (“ASC 820”).

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Total assets at fair value $ — $ 118,283 $ — $ 118,283

The following table represents net periodic benefit expense (income) and changes in plan assets and benefit obligations recognized in other comprehensive income, before tax effect, for the fiscal years presented:

The following table represents net periodic benefit (income) expense and changes in plan assets and benefit obligations recognized in other comprehensive loss (income), before tax effect, for the fiscal years presented:

(in thousands) 2025 2024 2023

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Amortization of net loss 279 687 1,195

Net periodic benefit expense (income)

Net periodic benefit (income) expense

$ ( 1,748 ) $ 142 $ 712

Net loss (gain)

$ 2,688 $ ( 6,507 ) $ ( 12,024 )

Amortization of net loss ( 279 ) ( 687 ) ( 1,195 )

Total recognized in other comprehensive income

Total recognized in other comprehensive loss (income)

$ 2,409 $ ( 7,194 ) $ ( 13,219 )

Total recognized in net periodic pension benefit expense (income) and other comprehensive income

Total recognized in net periodic pension benefit (income) expense and other comprehensive loss (income)

$ 661 $ ( 7,052 ) $ ( 12,507 )

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the total unrecognized gain or loss, less the larger of 10% of the liability or 10% of the assets, is divided by the average future working lifetime of active plan participants.

The following actuarial assumptions were used to determine the benefit obligations at the dates indicated:

As a result of the pending pension plan termination, the significant actuarial assumptions utilized in determining the benefit obligation as of September 27, 2025 were amended, with the following actuarial assumptions used to determine the benefit obligations at the dates indicated:

Weighted-average assumptions used to determine benefit obligations:

September 27, 2025 September 28, 2024

Discount rate 4.80 % 5.70 %

Discount rate(s)

4.43 % and 5.16 %

Rate of compensation increase N/A N/A

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Rate of compensation increase N/A N/A

The benchmark for the discount rates is an estimate of the single equivalent discount rate determined by matching the Defined Benefit Plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations.

As of September 27, 2025, the benefit obligation was discounted using (i) a required regulatory interest rate for the estimate of those participants who will elect a lump-sum cash payment, as applicable, and (ii) the estimated interest rate inherent in the group annuity contracts for the estimate of those participants whose benefit obligations will be transferred to an insurance company.

As of September 28, 2024, the benefit obligation was discounted using a benchmark interest rate representing an estimate of the single equivalent rate determined by matching the Defined Benefit Plan’s future expected cash flows to spot rates from a yield curve comprised of high-quality corporate bond rates of various durations.

The Defined Benefit Plan asset allocations at the dates indicated are as follows:

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Assets are valued using quoted prices in active markets.

The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO.

In estimating that rate, appropriate consideration is given to the returns being earned by the plan assets in the fund and rates of return expected to be available for reinvestment and a building block method.

The expected rate of return on each asset class is broken down into three components:

As of September 27, 2025, the expected rate of return on plan assets was adjusted to reflect the average rate of earnings expected on the funds invested, or to be invested, to provide for the settlement of the benefit obligations during fiscal 2026.

As of September 28, 2024, the expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO.

In estimating that rate, appropriate consideration was given to the returns being earned by the plan assets in the fund and rates of return expected to be available for reinvestment and a building block method.

The expected rate of return on each asset class was broken down into three components:

(1) inflation, (2) the real risk-free rate of return (i.e., the long-term estimate of future returns on default free U.S.

government securities), and (3) the risk premium for each asset class (i.e., the expected return in excess of the risk-free rate).

The investment strategy for pension plan assets is to limit risk through asset allocation, diversification, selection and timing.

Assets are managed on a total return basis, with dividends and interest reinvested in the account.

The Company expects to make $ 0.8 million of contributions to its Defined Benefit Plan in fiscal 2025 in accordance with required IRS minimums.

The following benefit payments are expected to be paid out of the Company's pension assets to the plan participants in the fiscal years indicated:

(in thousands) Expected Payments

2030 - 2034 40,614

Total expected future benefit payments $ 83,844

The investment strategy for pension plan assets at the end of fiscal 2025 is to minimize the risk of significant fluctuations in the balance of the assets due to market volatility in order to maximize the funds available to provide for the settlement of the benefit obligations during fiscal 2026.

This strategy is being executed through the investment in a money market fund comprised of high quality, highly liquid investments having maturities of less than one year, with dividends and interest reinvested in the account.

The investment strategy for pension plan assets at the end of fiscal fiscal 2024 was to limit risk through asset allocation, diversification, selection and timing.

Assets were managed on a total return basis, with dividends and interest reinvested in the account.

The Company expects to make $ 0.6 million of contributions to the Defined Benefit Plan in fiscal 2026 in accordance with required IRS minimums.

Additionally, in connection with the plan termination, all $ 109.6 million of benefit obligations are expected to be paid out of pension assets in fiscal 2026 either via (i) lump-sum cash payments to certain participants, as applicable, or (ii) the transfer of the pension obligations to an insurance company via the purchase of group annuity contracts.

Subsequent to such settlements, the pension plan will cease to exist for the Company.

Defined Contribution Plan

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Blue Bird Micro Bird by Girardin Type A buses are produced in Drummondville, Quebec by Micro Bird.

The Company holds a 50 % equity interest in Micro Bird, utilizing the equity method of accounting as the Company does not have control to direct the activities that most significantly impact Micro Bird’s financial performance based on the shared powers of the

venture partners.

Additionally, in September 2025, Micro Bird began producing small and mid-sized commercial buses at a newly opened facility in Plattsburgh, New York.

The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received.

At September 27, 2025 and September 28, 2024, the carrying value of the Company's investment in Micro Bird was $ 35.2 million and $ 24.4 million, respectively.

During fiscal 2024, Micro Bird paid each venture partner $5.3 million in dividends.

No dividends were paid by Micro Bird in fiscal 2023.

In recognizing the Company’s 50 % portion of Micro Bird net income or loss, the Company recorded $ 12.1 million, $ 7.0 million, and $( 4.2 ) million in equity in net income (loss) of non-consolidated affiliate(s) for fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

No dividends were paid by Micro Bird during fiscal 2025, while it paid each venture partner $5.3 million in dividends during fiscal 2024.

In recognizing the Company’s 50 % portion of Micro Bird net income, the Company recorded $ 10.8 million, $ 12.1 million, and $ 7.0 million in equity in net income of non-consolidated affiliate(s) for fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

Micro Bird's summarized balance sheet information at its September 30 year end is as follows (denominated in U.S.

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Gross profit 69,270 54,596 35,453

Operating income (loss)

Operating income

38,809 32,074 18,310

Net income (loss)

19,210 21,725 13,244

Clean Bus Solutions, LLC

On December 7, 2023, the Company, through its wholly owned subsidiary, BBBC, and GC Mobility Investments I, LLC, a wholly owned subsidiary of Generate Capital, PBC (“Generate Capital”), a sustainable investment company focusing on clean energy, transportation, water, waste, agriculture, smart cities and industrial decarbonization, executed a definitive agreement (“Joint Venture Agreement”) establishing a joint venture, Clean Bus Solutions, LLC, to provide a fleet-as-a-service ("FaaS") offering using electric school buses manufactured and sold by the Company (“CBS”).

The service will be offered to qualified customers of the Company.

Through CBS, the Company will provide its end customers 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.

The Company and Generate Capital will initially have an equal common ownership interest in CBS, and will initially jointly share management responsibility and control, with each party having certain customary consent and approval rights and control triggers.

The parties have each agreed to contribute up to $10.0 million to CBS, as agreed from time to time, for common interests to fund administrative expenses, and up to an additional $100.0 million of capital in the form of preferred interests to fund the purchase, delivery, installation, operation and maintenance of FaaS projects, inclusive of Blue Bird electric school buses and associated charging infrastructure.

Of this amount, the Company has committed to provide up to $20.0 million and Generate Capital has committed to provide up to $80.0 million, with the Company’s aggregate commitment in any one year not to exceed $10.0 million without its consent.

In accordance with the terms of the Joint Venture Agreement, the Company will promote CBS as its preferred FaaS offering for electric school buses and has agreed to not participate as a joint venture partner in any other similar FaaS offering for electric school buses, except as an original equipment manufacturer of buses.

On December 7, 2023, the Company, through its wholly owned subsidiary, BBBC, and GC Mobility Investments I, LLC, a wholly owned subsidiary of Generate Capital, PBC (“Generate Capital”), a sustainable investment company focusing on clean energy, transportation, water, waste, agriculture, smart cities and industrial decarbonization, executed a definitive agreement (“Joint Venture Agreement”) establishing a joint venture, Clean Bus Solutions, LLC (“CBS”), to provide a fleet-as-a-service ("FaaS") offering using electric school buses manufactured and sold by the Company.

The service is offered to qualified customers of the Company.

Through CBS, the Company provides its end customers 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.

The Company and Generate Capital initially have an equal common ownership interest in CBS, and will initially jointly share management responsibility and control, with each party having certain customary consent and approval rights and control triggers.

The parties each agreed to contribute up to $ 10.0 million to CBS, as agreed from time to time, for common interests to fund administrative expenses, and up to an additional $ 100.0 million of capital in the form of preferred interests to fund the purchase, delivery, installation, operation and maintenance of FaaS projects, inclusive of Blue Bird electric school buses and associated charging infrastructure.

Of this amount, the Company committed to provide up to $ 20.0 million and Generate Capital committed to provide up to $ 80.0 million, with the Company’s aggregate commitment in any one year not to exceed $ 10.0 million without its consent.

In accordance with the terms of the Joint Venture Agreement, the Company promotes CBS as its preferred FaaS offering for electric school buses and agreed to not participate as a joint venture partner in any other similar FaaS offering for electric school buses, except as an original equipment manufacturer of buses.

The Company’s obligations do not prevent or limit any activities of its dealers.

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The Company utilizes the equity method of accounting in recording its interest in CBS as it does not have control to direct the activities that most significantly impact CBS' financial performance based on the shared powers of the venture partners.

amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received.

The carrying amount of the equity method investment is adjusted for the Company’s proportionate share of net earnings or losses and any dividends received.

In connection with the execution of the Joint Venture Agreement, the Company granted Generate Capital warrants to purchase an aggregate of 1,000,000 shares of Company common stock at an exercise price of $ 25.00 per share during a five-year exercise period (“Warrants”).

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The Company recorded the $ 7.4 million fair value of the Warrants upon issuance as permanent equity within additional paid-in capital on the Consolidated Balance Sheets and is not required to subsequently record changes in fair value as long as the Warrants continue to be classified within stockholders' equity.

Additionally, since the Warrants were provided in exchange for an investment in CBS, the Company recorded the cost of its investment based on the fair value of the Warrants upon issuance, which increased the balance of equity investment in affiliate(s) on the Consolidated Balance Sheets by a corresponding $7.4 million.

During fiscal 2024, the Company also made a $0.6 million contribution to CBS, which was recorded to equity investment in affiliate(s).

CBS paid no dividends during fiscal 2024.

In recognizing the Company’s proportionate percentage of CBS' net income or loss, the Company recorded $(0.3) million in equity in net income (loss) of non-consolidated affiliate(s) for fiscal 2024.

Additionally, since the Warrants were provided in exchange for an investment in CBS, the Company recorded the cost of its investment based on the fair value of the Warrants upon issuance, which increased the balance of equity investment in affiliates on the Consolidated Balance Sheets by a corresponding $ 7.4 million.

During fiscal 2025 and 2024, the Company made $ 1.0 million and $ 0.6 million of cash contributions to CBS, respectively, which was recorded to equity investment in affiliates.

In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 1.3 ) million and $( 0.3 ) million of losses in equity in net income of non-consolidated affiliate(s) on the Consolidated Statements of Operations during fiscal 2025 and 2024, respectively.

CBS paid no dividends in any period.

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 in equity in net income of non-consolidated affiliate(s) on the Consolidated Statements of Operations, which reduced the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Consolidated Balance Sheets to $ 0 at September 27, 2025.

At September 28, 2024, the carrying value of the Company's investment in CBS was $ 7.7 million.

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Balance, October 1, 2022 $ ( 41,930 ) $ ( 41,930 )

Other comprehensive loss, gross 2,605 2,605

Other comprehensive income, gross

12,024 12,024

Amounts reclassified and included in earnings 1,195 1,195

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Income taxes ( 3,173 ) ( 3,173 )

Balance, October 1, 2022 $ ( 41,930 ) $ ( 41,930 )

Balance, September 30, 2023 $ ( 31,884 ) $ ( 31,884 )

Other comprehensive income, gross 6,507 6,507

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Balance, September 28, 2024 $ ( 26,416 ) $ ( 26,416 )

Other comprehensive income, gross 6,507 6,507

Other comprehensive loss, gross

( 2,688 ) ( 2,688 )

Amounts reclassified and included in earnings 279 279

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On June 7, 2023, the Company entered into an underwriting agreement with BofA Securities, Inc.

and Barclays Capital Inc., as representatives of the several underwriters and American Securities LLC and Coliseum ("2023 Selling Stockholders"), pursuant to which the 2023 Selling Stockholders agreed to sell 5,175,000 shares of common stock, including the sale of 675,000 shares pursuant to the underwriters’ exercise of their over-allotment option, at a purchase price of $ 20.00 per share.

and Barclays Capital Inc., as representatives of the several underwriters and American Securities LLC, Coliseum Capital Partners, L.P.

and Blackwell Partners LLC (collectively, the "2023 Selling Stockholders"), pursuant to which the 2023 Selling Stockholders agreed to sell 5,175,000 shares of common stock, including the sale of 675,000 shares pursuant to the underwriters’ exercise of their over-allotment option, at a purchase price of $ 20.00 per share.

On September 11, 2023, the Company entered into another underwriting agreement with Barclays Capital, Inc.

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Although the Company did not sell any shares or receive any proceeds from the 2024 Offerings or 2023 Offerings, it was required to pay certain expenses in connection with these transactions that totaled approximately $ 3.2 million and $ 7.4 million during fiscal 2024 and fiscal 2023, respectively.

These expenses are included within other (expense) income, net on the Consolidated Statements of Operations.

These expenses are included within other income (expense), net on the Consolidated Statements of Operations.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data