Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Repurchase of Equity Securities
On January 31, 2024, the Board of Directors of the Company authorized and approved a share repurchase program for up to $60 million of outstanding shares of the Company’s common stock over a period of 24 months, expiring January 31, 2026. On August 5, 2025, the Board of Directors of the Company authorized and approved a second share repurchase program for up to $100 million of outstanding shares of the Company’s common stock, expiring January 1, 2028. Under both share repurchase programs, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.
The Board of Directors also authorized the Company to enter into written trading plans pursuant to Rule 10b5-1 under the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.
The timing, manner, price, and number of shares to be repurchased will be at the discretion of Company management. The repurchase programs do not obligate Blue Bird to acquire any specific amount of securities and can be modified or terminated at any time without notice. Repurchases under these programs are expected to be funded from one or a combination of existing cash balances, future free cash flow, or indebtedness.
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Share repurchase activity under the share repurchase programs, on a trade date basis, for each fiscal month in the quarter ended December 27, 2025, was as follows:
Period by fiscal month Total number of shares repurchased
Average price paid per share (in dollars) (1)
Total number of shares repurchased as part of publicly announced plans or programs (2)
Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
September 28 - October 25, 2025 — $ — — $ 110.5
October 26 - November 22, 2025 169,762 51.28 169,762 101.8
November 23 - December 27, 2025 120,986 51.69 120,986 95.6
Total 290,748 290,748
(1) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.
(2) All share repurchases were made under either the (i) $60.0 million repurchase program approved on January 31, 2024 that expires on January 31, 2026 or (ii) $100.0 million repurchase program approved on August 5, 2025 that expires on January 1, 2028. The share repurchases during the three months ended December 27, 2025 resulted in the Company utilizing all $60.0 million that was authorized under the initial share repurchase program prior to its expiration date.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.