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Item 1. Financial Statements

2026-05-06 compared with 2026-02-04 · 135 added, 69 removed, 363 unchanged (36% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except for share data) December 27, 2025 September 27, 2025

(in thousands of dollars, except for share data) March 28, 2026 September 27, 2025

Current assets

31 unchanged sentences

Stockholders' equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at December 27, 2025 and September 27, 2025

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,679,557 and 31,884,721 shares issued and outstanding at December 27, 2025 and September 27, 2025, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 28, 2026 and September 27, 2025

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 31,646,589 and 31,884,721 shares issued and outstanding at March 28, 2026 and September 27, 2025, respectively

Additional paid-in capital 197,690 195,466

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(in thousands of dollars except for share data) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars except for share data) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net sales $ 352,635 $ 358,851 $ 685,719 $ 672,723

15 unchanged sentences

1,823 1,575 3,817 3,379

$ 29,301 $ 26,046 $ 60,057 $ 54,768

Earnings per share:

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

$ 29,301 $ 26,046 $ 60,057 $ 54,768

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025

Cash flows from operating activities

52 unchanged sentences

Shares Amount Total Stockholders' Equity

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

Balance, December 27, 2025 31,679,557 $ 3 $ 195,532 — $ — $ ( 28,157 ) $ 103,990 — $ — $ 271,368

Restricted stock activity 14,015 — ( 197 ) — — — — — — ( 197 )

5 unchanged sentences

Other comprehensive income, net of tax — — — — — 90 — — — 90

Balance, March 28, 2026 31,646,589 $ 3 $ 197,690 — $ — $ ( 28,067 ) $ 128,302 — $ — $ 297,928

Balance, December 28, 2024 32,111,078 $ 3 $ 187,379 — $ — $ ( 26,363 ) $ 18,686 — $ — $ 179,705

Restricted stock activity 111,432 — ( 2,966 ) — — — — — — ( 2,966 )

Stock option activity 10,845 — 182 — — — — — — 182

Share-based compensation expense — — 7,390 — — — — — — 7,390

Share repurchases (Note 12)

( 559,352 ) — — — — — ( 20,017 ) — — ( 20,017 )

Net income — — — — — — 26,046 — — 26,046

Other comprehensive income, net of tax — — — — — 52 — — — 52

Balance, March 29, 2025 31,674,003 $ 3 $ 191,985 — $ — $ ( 26,311 ) $ 24,715 — $ — $ 190,392

Six Months Ended

(in thousands of dollars, except for share data) Common Stock Convertible Preferred Stock Treasury Stock

Shares Par Value Additional Paid-In-Capital Shares Amount Accumulated Other Comprehensive Loss Retained Earnings

Shares Amount Total Stockholders' Equity

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

6 unchanged sentences

Other comprehensive income, net of tax — — — — — 180 — — — 180

Balance, December 28, 2024 32,111,078 $ 3 $ 187,379 — $ — $ ( 26,363 ) $ 18,686 — $ — $ 179,705

Balance, March 28, 2026 31,646,589 $ 3 $ 197,690 — $ — $ ( 28,067 ) $ 128,302 — $ — $ 297,928

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

Restricted stock activity 168,852 ( 4,412 ) ( 4,412 )

Stock option activity 39,931 567 567

Share-based compensation expense 9,853 9,853

Share repurchases (Note 12)

( 802,802 ) ( 30,053 ) ( 30,053 )

Net income 54,768 54,768

Other comprehensive income, net of tax 105 105

Balance, March 29, 2025 31,674,003 $ 3 $ 191,985 — $ — $ ( 26,311 ) $ 24,715 — $ — $ 190,392

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

BLUE BIRD CORPORATION

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The fiscal years ending October 3, 2026 ("fiscal 2026") and ended September 27, 2025 ("fiscal 2025") consist or consisted of 53 and 52 weeks, respectively.

The first quarters of fiscal 2026 and fiscal 2025 both included 13 weeks.

The second quarters of fiscal 2026 and fiscal 2025 both included 13 weeks.

The six month periods in fiscal 2026 and 2025 both included 26 weeks.

In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made.

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Business Update

The global automotive industry supply chain constraints that arose subsequent to the novel coronavirus pandemic known as "COVID-19" and that were further exacerbated by additional stress resulting from Russia’s invasion of Ukraine in February 2022 continued to impact our business and operations during the first quarters of both fiscal 2025 and 2026.

Specifically, they continued to result in higher purchasing costs to procure the raw materials inventory needed to produce buses.

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Nonetheless, ongoing improvements in manufacturing operations over the past several years have resulted in the consistent production of buses to fulfill sales orders during these same periods.

In addition to periodic inventory shortages and general inflationary pressures resulting from the global supply chain constraints discussed above, changes in trade policies and tariffs began to impact our business and operations in the second half of fiscal 2025 and continuing into the first quarter of fiscal 2026 by increasing our procurement costs for certain imported inventory.

However, the higher inventory purchase costs that we incurred in producing and selling buses during the first quarters of fiscal 2025 and fiscal 2026 resulting from the above factors, as applicable, did not negatively impact our operating results or cash flows during these periods as such impacts were largely offset by proactive increases in the sales prices we charged for our products.

In addition to periodic inventory shortages and general inflationary pressures resulting from the global supply chain constraints discussed above, changes in trade policies and tariffs began to impact our business and operations in the second half of fiscal 2025 and continuing into the first half of fiscal 2026 by increasing our procurement costs for certain imported inventory.

However, the higher inventory purchase costs that we incurred in producing and selling buses during the first half of fiscal 2025 and fiscal 2026 resulting from the above factors, as applicable, did not negatively impact our operating results or cash flows during these periods as such impacts were largely offset by proactive increases in the sales prices we charged for our products.

Significant uncertainty still exists concerning the magnitude and duration of the ongoing (i) supply chain constraints and (ii) changes in governmental policies, programs, regulations and/or laws and accordingly, precludes any prediction as to the ultimate severity of the adverse impacts on our business, financial condition, results of operations, and liquidity.

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The Company’s significant accounting policies are described in the consolidated financial statements included in the Company’s fiscal 2025 Form 10-K, filed with the SEC on November 24, 2025.

Our senior management has reviewed these significant accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the three months ended December 27, 2025.

Recently Issued Accounting Standards

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

(in thousands of dollars) December 27, 2025 September 27, 2025

(in thousands of dollars) March 28, 2026 September 27, 2025

Raw materials $ 88,614 $ 81,262

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The following table reflects activity in accrued warranty cost (current and long-term portions combined) for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Balance at beginning of period $ 16,800 $ 16,127 $ 17,175 $ 16,179

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The following table reflects activity in deferred warranty income (current and long-term portions combined), for the sale of extended warranties of two to five years , for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Balance at beginning of period $ 34,525 $ 29,559 $ 33,697 $ 27,962

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The outstanding balance of deferred warranty income in the table above is considered a "contract liability," and represents a performance obligation of the Company that we satisfy over the term of the arrangement but for which we have been paid in full at the time the warranty was sold.

We expect to recognize $ 8.9 million of the outstanding contract liability during the remainder of fiscal 2026, $ 9.8 million in fiscal 2027, and the remaining balance thereafter.

We expect to recognize $ 6.3 million of the outstanding contract liability during the remainder of fiscal 2026, $ 10.7 million in the fiscal year ending October 2, 2027, and the remaining balance thereafter.

Other Current Liabilities

The balance in other current liabilities as of December 27, 2025 includes approximately $ 42.8 million of deferred income resulting from an advanced deposit made by a customer for a large order of electric school buses.

The balance in other current liabilities as of March 28, 2026 includes approximately $ 42.8 million of deferred income resulting from an advanced deposit made by a customer for a large order of electric school buses.

The Company expects to recognize the vast majority of this amount as revenue during the third and fourth quarters of fiscal 2026 as the underlying buses are produced and delivered.

There were no material amounts of deferred income reflected within the other current liabilities balance as of December 28, 2024.

There were no material amounts of deferred income reflected within the other current liabilities balance as of September 27, 2025.

Self-Insurance

The following table reflects our total accrued self-insurance liability, comprised of workers' compensation and health insurance related claims, at the dates indicated:

(in thousands of dollars) December 27, 2025 September 27, 2025

(in thousands of dollars) March 28, 2026 September 27, 2025

Current portion $ 5,639 $ 4,979

3 unchanged sentences

Shipping and Handling Revenues

Shipping and handling revenues were $ 5.1 million for the three months ended both December 27, 2025 and December 28, 2024.

The related cost of goods sold was $ 4.7 million and $ 4.6 million for the three months ended December 27, 2025 and December 28, 2024, respectively.

Shipping and handling revenues were $ 4.6 million and $ 5.2 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 9.7 million and $ 10.3 million for the six months ended March 28, 2026 and March 29, 2025, respectively.

The related cost of goods sold was $ 4.1 million and $ 4.7 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 8.8 million and $ 9.3 million for the six months ended March 28, 2026 and March 29, 2025, respectively.

Pension Expense (Income)

Components of net periodic pension benefit expense (income) were as follows for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Interest cost $ 716 $ 1,312 $ 1,432 $ 2,624

7 unchanged sentences

Term loan borrowings consisted of the following at the dates indicated:

(in thousands of dollars) December 27, 2025 September 27, 2025

(in thousands of dollars) March 28, 2026 September 27, 2025

Term loan borrowings, net of deferred financing costs of $ 768 and $ 926 , respectively

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If measured at fair value in the financial statements, the term loans would be classified as Level 2 in the fair value hierarchy.

At December 27, 2025 and September 27, 2025, $ 90.0 million and $ 91.3 million, respectively, were outstanding on the term loans.

At December 27, 2025 and September 27, 2025, the stated interest rates on the term loans were 5.9 % and 6.1 %, respectively.

At December 27, 2025 and September 27, 2025, the weighted-average annual effective interest rates for the term loans were 6.1 % and 6.6 %, respectively, which include amortization of the deferred debt issuance costs.

At December 27, 2025, $ 8.3 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

At March 28, 2026 and September 27, 2025, $ 88.8 million and $ 91.3 million, respectively, were outstanding on the term loans.

At March 28, 2026 and September 27, 2025, the stated interest rates on the term loans were 5.5 % and 6.1 %, respectively.

At March 28, 2026 and September 27, 2025, the weighted-average annual effective interest rates for the term loans were 6.0 % and 6.6 %, respectively, which include amortization of the deferred debt issuance costs.

At March 28, 2026, $ 8.3 million of letters of credit were outstanding, which reduces the availability on the revolving line of credit.

There were no borrowings outstanding on the Revolving Credit Facility;

therefore, the Company would have been able to borrow $ 141.7 million on the revolving line of credit.

Interest expense on all indebtedness was $ 1.6 million and $ 1.9 million for the three months ended December 27, 2025 and December 28, 2024, respectively.

Interest expense on all indebtedness was $ 1.5 million and $ 1.8 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 3.1 million and $ 3.7 million for the six months ended March 28, 2026 and March 29, 2025, respectively.

The schedule of remaining principal payments through maturity for the term loans is as follows:

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In periods where our pre-tax income approximates or is equal to break-even, the effective tax rates for quarter-to-date and full-year periods may not be meaningful due to discrete period items.

The effective tax rate for the three months ended December 27, 2025 was 24.1 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the three months ended March 28, 2026 was 24.9 % and differed from the statutory federal income tax rate of 21 %.

The increase was primarily due to the impacts from state taxes and certain permanent items on the federal rate, which were partially offset by the impacts from federal and state tax credits (net of valuation allowances) and discrete period items during the quarter.

The effective tax rate for the three months ended December 28, 2024 was 24.4 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the three months ended March 29, 2025 was 27.2 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the six months ended March 28, 2026 was 24.5 % and differed from the statutory federal income tax rate of 21 %.

The effective tax rate for the six months ended March 29, 2025 was 25.8 % and differed from the statutory federal income tax rate of 21 %.

Guarantees, Commitments and Contingencies

At December 27, 2025, the Company had a number of product liability and other cases pending.

At March 28, 2026, the Company had a number of product liability and other cases pending.

Management believes that, considering the Company’s insurance coverage and its intention to vigorously defend its positions, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements.

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Our chief operating decision maker ("CODM") is our President and Chief Executive Officer.

The CODM primarily uses net sales and gross profit to evaluate segment performance, allocate resources, and make operating decisions as these metrics align with the Company's mission to deliver profitable growth to our stockholders over time.

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.

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

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Net sales (1) $ 325,087 $ 332,712 $ 632,749 $ 620,859

5 unchanged sentences

Segment gross profit $ 13,392 $ 13,220 $ 26,362 $ 26,365

(1) Parts segment revenue includes $ 1.2 million and $ 1.9 million for the three months ended December 27, 2025 and December 28, 2024, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

(1) Parts segment revenue includes $ 1.4 million and $ 1.9 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 2.6 million and $ 3.8 million for the six months ended March 28, 2026 and March 29, 2025, respectively, related to inter-segment sales of parts that was eliminated by the Bus segment upon consolidation.

The following table is a reconciliation of segment gross profit to consolidated income before income taxes for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Bus segment gross profit

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Sales are attributable to geographic areas based on customer location and were as follows for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

$ 316,779 $ 299,274 $ 595,450 $ 587,231

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The following table disaggregates revenue by product category for the periods presented:

Three Months Ended

(in thousands of dollars) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands of dollars) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

Diesel buses $ 165,220 $ 117,611 $ 310,073 $ 241,983

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The following table presents the earnings per share computation for the periods presented:

Three Months Ended

(in thousands except for share data) December 27, 2025 December 28, 2024

Three Months Ended Six Months Ended

(in thousands except for share data) March 28, 2026 March 29, 2025 March 28, 2026 March 29, 2025

$ 29,301 $ 26,046 $ 60,057 $ 54,768

10 unchanged sentences

$ 0.90 $ 0.79 $ 1.84 $ 1.65

(1) There were no potentially dilutive securities excluded from the computation of diluted earnings per share for the three months ended both December 27, 2025 and December 28, 2024 because their effect was antidilutive.

(1) Potentially dilutive securities representing 0.1 million shares of common stock were excluded from the computation of diluted earnings per share for the three months ended March 29, 2025 as their effect would have been antidilutive.

There were no potentially dilutive securities excluded from the computation of diluted earnings per share for the three and six month periods ended March 28, 2026 and for the six month period ended March 29, 2025 because their effect was antidilutive.

Accumulated Other Comprehensive Loss

The following table provides information on changes in accumulated other comprehensive loss ("AOCL") for the periods presented:

Three Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL

December 27, 2025

Three Months Ended Six Months Ended

(in thousands of dollars) Defined Benefit Pension Plan Total AOCL Defined Benefit Pension Plan Total AOCL

March 28, 2026

Beginning Balance $ ( 28,157 ) $ ( 28,157 ) $ ( 28,247 ) $ ( 28,247 )

2 unchanged sentences

Income taxes ( 28 ) ( 28 ) ( 56 ) ( 56 )

Ending Balance December 27, 2025 $ ( 28,157 ) $ ( 28,157 )

December 28, 2024

Ending Balance March 28, 2026 $ ( 28,067 ) $ ( 28,067 ) $ ( 28,067 ) $ ( 28,067 )

March 29, 2025

Beginning Balance $ ( 26,363 ) $ ( 26,363 ) $ ( 26,416 ) $ ( 26,416 )

2 unchanged sentences

Income taxes ( 17 ) ( 17 ) ( 34 ) ( 34 )

Ending Balance December 28, 2024 $ ( 26,363 ) $ ( 26,363 )

Ending Balance March 29, 2025 $ ( 26,311 ) $ ( 26,311 ) $ ( 26,311 ) $ ( 26,311 )

Equity Investment in Affiliates

5 unchanged sentences

Additionally, since September 2025, Micro Bird has been producing small and mid-sized commercial buses and a small number of Type A school buses at a newly opened facility in Plattsburgh, New York.

In recognizing the Company’s 50 % portion of Micro Bird's net income or loss, the Company recorded equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations totaling approximately $ 2.2 million and $ 2.1 million for the three months ended December 27, 2025 and December 28, 2024, respectively.

Micro Bird paid no dividends in either period.

At December 27, 2025 and September 27, 2025, the carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 37.4 million and $ 35.2 million, respectively.

In recognizing the Company’s 50 % portion of Micro Bird's net income or loss, the Company recorded equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations totaling approximately $ 1.8 million and $ 2.0 million for the three months ended March 28, 2026 and March 29, 2025, respectively, and $ 4.0 million and $ 4.1 million for the six months ended March 28, 2026 and March 29, 2025, respectively.

Micro Bird paid no dividends in the three or six month periods ended March 28, 2026 or March 29, 2025.

At March 28, 2026 and September 27, 2025, the carrying value of the Company's investment in Micro Bird included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 39.2 million and $ 35.2 million, respectively.

On April 1, 2026, prior to filing the second quarter fiscal 2026 Form 10-Q with the SEC, the Company completed its acquisition of the remaining 50 % of the outstanding common stock of Micro Bird.

Since Micro Bird's fiscal periods align with calendar months, its financial results for the three and six month periods ended March 31, 2026 were utilized to record the equity in net income of non-consolidated affiliates reflected on the Condensed Consolidated Statement of Operations for the three and six month periods ended March 28, 2026 as discussed above.

However, this acquisition will result in the Company ceasing to account for Micro Bird utilizing the equity method of accounting effective March 28, 2026 and fully consolidating Micro Bird at the beginning of the third quarter of fiscal 2026 and subsequently.

See Note 13, Subsequent Events , for further discussion.

Clean Bus Solutions, LLC

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Upon obtaining similar approval from Generate Capital, the CBS Board of Managers authorized winding down and dissolution of the business on October 24, 2025, which was largely completed by the end of 2025.

During the three months ended December 27, 2025 and December 28, 2024, the Company made $ 0.2 million and $ 0.5 million of cash contributions to CBS, respectively, both of which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets.

The cash contributions during the three months ended December 27, 2025 were made to allow CBS to pay its obligations in connection with winding down its operations, terminating its business and dissolving the entity.

In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded $( 0.2 ) million and $( 0.3 ) million (both losses) in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended December 27, 2025 and December 28, 2024, respectively.

The Company made no cash contributions to CBS during the three months ended March 28, 2026 and March 29, 2025 but made $ 0.2 million and $ 0.5 million of cash contributions to CBS during the six months ended March 28, 2026 and March 29, 2025, respectively, both of which increased the balance of equity investment in affiliates on the Condensed Consolidated Balance Sheets.

The cash contributions during the six months ended March 28, 2026 were made to allow CBS to pay its obligations in connection with winding down its operations, terminating its business and dissolving the entity.

In recognizing the Company’s 50 % portion of CBS' net income or loss, the Company recorded less than $( 0.1 ) million and $( 0.4 ) million (both losses) in equity in net income of non-consolidated affiliates on the Condensed Consolidated Statements of Operations for the three months ended March 28, 2026 and March 29, 2025, respectively, and $( 0.2 ) million and $( 0.7 ) million (both losses) for the six months ended March 28, 2026 and March 29, 2025, respectively.

CBS paid no dividends in any period.

At both December 27, 2025 and September 27, 2025, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $0.

At both March 28, 2026 and September 27, 2025, the carrying value of the Company's investment in CBS included within equity investment in affiliates on the Condensed Consolidated Balance Sheets was $ 0 .

Stockholders’ Equity

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Under both share repurchase programs, the Company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchase transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

Pursuant to the share repurchase plans, the Company repurchased 290,748 shares of its common stock for $ 15.0 million during the three months ended December 27, 2025.

During the same period in fiscal 2025, the Company repurchased 243,450 shares of its common stock for $ 10.0 million.

The Company constructively retired these shares immediately after repurchase, with the $ 15.0 million and $ 10.0 million amounts paid in excess of the $ 0.0001 par value of each share during the three months ended December 27, 2025 and December 28, 2024, respectively, recorded as a reduction in retained earnings.

The shares repurchased during the three months ended December 27, 2025 resulted in the Company utilizing all $ 60 million that was authorized under the initial share repurchase program prior to its expiration date.

The total remaining authorization for future common stock repurchases under the Company's $ 100 million share repurchase program was $ 95.6 million as of December 27, 2025.

Pursuant to the share repurchase plans, the Company repurchased 101,670 shares of its common stock for $ 5.0 million during the three months ended March 28, 2026 and 392,418 shares of its common stock for $ 19.9 million during the six months ended March 28, 2026.

During the same periods in fiscal 2025, the Company repurchased 559,352 and 802,802 shares of its common stock, respectively, for $ 20.0 million and $ 30.1 million, respectively.

The Company constructively retired these shares immediately after repurchase, with the $ 5.0 million and $ 20.0 million amounts paid in excess of the $ 0.0001 par value of each share during the three months ended March 28, 2026 and March 29, 2025, respectively, and the $ 19.9 million and $ 30.1 million amounts paid in excess of the $ 0.0001 par value of each share during the six months ended March 28, 2026 and March 29, 2025, respectively, recorded as a reduction in retained earnings.

The shares repurchased during the first quarter of fiscal 2026 resulted in the Company utilizing all $ 60 million that was

authorized under the initial share repurchase program prior to its expiration date.

The total remaining authorization for future common stock repurchases under the Company's $ 100 million share repurchase program was $ 90.6 million as of March 28, 2026.

Subsequent Events

Defined Benefit Pension Plan Settlement and Termination

During the latter part of fiscal 2025, the Company initiated actions to terminate its Defined Benefit Pension Plan (the "Plan").

During April 2026, the pension benefits earned by certain Plan participants were settled via lump-sum cash payments totaling $ 13.0 million, representing approximately 11.8 % of the $ 109.6 million total projected benefit obligation as of September 27, 2025, using Plan assets.

Also during April 2026, the Company received initial bids to purchase a group annuity contract from a significant number of insurance companies.

Management is currently evaluating such bids and expects to finalize this process by executing an agreement with the selected insurance company in May 2026.

The pension benefits earned by those Plan participants remaining after the lump-sum cash payments described above are expected to be settled prior to the end of the third quarter of fiscal 2026 via the transfer of such obligations to either the (i) selected insurance company, via the purchase of a group annuity contract, or (ii) Pension Benefit Guaranty Corporation ("PBGC") via the transfer of cash, both using Plan assets.

Subsequent to the lump-sum cash payments, purchase of a group annuity contract and transfer of cash to the PBGC, as applicable, the Company is, or will be, relieved of the primary responsibility for paying the benefit obligations earned by Plan participants in future periods, which constitutes a plan settlement.

The provisions of ASC 715, Postretirement Benefits , indicate that the settlement of all, or more than a minor portion, of a pension plan benefit obligation represents an event that requires the recognition in income of all, or part, of the net gain or loss deferred in accumulated other comprehensive income or loss.

Since the Company has settled, or will settle, all of the Plan's benefit obligations during the third quarter of fiscal 2026, the entire after-tax balance recorded in accumulated other comprehensive loss within stockholders' equity on the Condensed Consolidated Balance Sheets, which totaled $ 28.1 million as of March 28, 2026, will be recognized as a loss in the Condensed Consolidated Statements of Operations during the third quarter of fiscal 2026, as will the corresponding deferred tax asset, which totaled $ 4.8 million as of March 28, 2026.

However, both of these amounts are subject to change during the third quarter of fiscal 2026 as normal pension accounting entries are recorded through the date that the Plan is completely terminated and as the provisions of ASC 715 require that pension plan assets and obligations be remeasured immediately prior to a plan settlement.

Micro Bird Acquisition

On April 1, 2026, the Company completed its acquisition of the remaining 50 % of the outstanding common stock of Micro Bird pursuant to the terms of a Purchase Agreement dated February 15, 2026 (the “Purchase Agreement”) with the AG 2014 Trust (“AG Trust”), the SG One 2014 Trust (“SG Trust”), and the DG One 2014 Trust (“DG Trust” and collectively with AG Trust and SG Trust, the “Trusts”), Groupe Autobus Girardin Ltée, a corporation existing under the federal laws of Canada (“GAG”), and Girardin Minibus JV 2 Inc., a corporation existing under the laws of the Province of Québec (the “MB US Seller” and together with the Trusts and GAG, the “Sellers” and each, a “Seller”).

Specifically, the Company acquired 100 % of the issued and outstanding equity securities of Girardin Minibus JV 2 USA Inc., a Delaware corporation (“MB US Target”) and, through its newly formed Canadian subsidiary, MB Exchangeco Inc.

(“MB ExchangeCo”), 100 % of the issued and outstanding equity securities of Girardin Minibus JV Inc., a corporation existing under the laws of the Province of Québec (“MB Canada Target” and together with MB US Target, the “Micro Bird Targets” and each, a “Target”) collectively in exchange for an aggregate purchase price of $ 201.8 million (the “Purchase Price”) that was established at the time of signing the Purchase Agreement and was modified only for changes in working capital and net debt amounts between February 15 and April 1, 2026.

Under the terms of the Purchase Agreement, the Purchase Price was paid as follows:

(i) approximately 30 % was paid in cash in the amount of $ 63.0 million, after closing adjustments, and (ii) approximately 70 % was valued via reference to 2,702,180 shares of Company common stock at a share price of $ 51.35 for a total value of $ 138.8 million (the “Stock Consideration”) and paid through the issuance of a combination of (i) 2,702,180 Class A non-voting exchangeable common shares in the capital of MB ExchangeCo (the “Exchangeable Shares”), which are exchangeable on a one -to-one basis into shares of Company common stock, and (ii) one share of newly-created Company preferred stock with voting rights equivalent to the number of Company common shares that the outstanding Exchangeable Shares are exchangeable into at any time (the “Special Voting Share”).

The Exchangeable Shares are not transferable without Company consent.

In addition, the Exchangeable Shares and any shares of Company common stock issued upon the exchange of the Exchangeable Shares will be subject to a contractual lock-up as follows:

no transfers of the shares may occur for a period of six months, or until October 1, 2026.

Thereafter, (i) 17.9 % of the shares will be released from lock-up on October 1, 2026, (ii) an additional 17.9 % of the shares will be released from lock-up on April 1, 2027, (iii) an additional 17.9 % of the shares will be released from lock-up on October 1, 2027, (iv) an additional 27.8 % of the shares will be released from lock-up on April 1, 2028, and (v) the remaining 18.5 % of the shares will be released from lock-up on April 1, 2029.

The issuance of the Exchangeable Shares was not registered under the Securities Act of 1933.

The Company has agreed to file with the SEC a registration statement covering the resale of the Company common stock issued upon the exchange of the Exchangeable Shares, use commercially reasonable efforts to cause the registration statement to become effective prior to the expiration of the contractual restrictions described above, and to generally cause the registration statement to remain effective while the Exchangeable Shares remain outstanding.

The Exchangeable Shares issued by MB ExchangeCo have no rights with respect to MB ExchangeCo, other than the right to exchange into shares of Company common stock.

This right requires MB ExchangeCo to redeem Exchangeable Shares upon the request of the holder for a redemption price equal to one share of Company common stock for each Exchangeable Share redeemed, plus any unpaid dividends.

The terms of the Purchase Agreement also required the Company to repay all of Micro Bird's outstanding bank debt obligations, including interest accrued on outstanding principal balances, existing on the date of closing, which totaled $ 129.6 million.

The acquisition of the remaining 50 % of the outstanding common stock of Micro Bird will result in the Company controlling Micro Bird effective April 1, 2026.

Accordingly, the acquisition will be recorded as a business combination in accordance with the provisions of ASC 805, Business Combinations , which will result in the Company ceasing to account for Micro Bird utilizing the equity method of accounting at the end of the second quarter of fiscal 2026 and fully consolidating Micro Bird at the beginning of the third quarter of fiscal 2026 and subsequently.

During the three and six months ended March 28, 2026, the Company incurred approximately $ 2.7 million of pretax costs relating to this transaction, which are recorded in Other (expense) income, net on the Condensed Consolidated Statements of Operations as they are not indicative of our normal operating activities.

No similar costs were incurred in the corresponding periods of fiscal 2025.

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-Q

Item 1. Financial Statements