Blue Bird Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Issuance of Exchangeable Shares and Special Voting Share On April 1, 2026, the Company completed its acquisition of the remaining 50% of the outstanding voting common stock of Micro Bird pursuant to the terms of a Purchase Agreement dated February 15, 2026 in exchange for an aggregate purchase price of $205.9 million, inclusive of preliminary customary adjustments related to working capital and net debt. In connection with the acquisition, the Company paid the former owners $63.0 million in cash, funded entirely with cash existing on the closing date, and issued 2,702,180 shares of exchangeable common stock of a newly-formed Canadian Company subsidiary that are substantially equivalent to, and exchangeable on a one-to-one basis for, shares of Company common stock. In addition, the former owners also received one share of newly-created Company preferred stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. The aggregate value of the above issued securities totaled $142.9 million on the closing date. The exchangeable common stock and voting preferred stock were both issued without registration under the Securities Act of 1933, as amended (the “Act”), in reliance upon one or more available exemptions, including Section 4(2) and/or Regulation S under the Act, and available exemptions under Canadian law, and were issued as a result of a privately negotiated transaction and not pursuant to public solicitations. Period by fiscal month Title of Security Number of Shares Purchaser Consideration March 29 - April 25, 2026 Exchangeable common stock (1) 2,702,180 Former Micro Bird owners Sale of Micro Bird March 29 - April 25, 2026 Voting preferred stock (2) 1 Former Micro Bird owners Sale of Micro Bird (1) The exchangeable common stock is exchangeable on a one-to-one basis with Company common stock. The exchangeable common stock and any Company common stock issued upon exchange is subject to a contractual lock-up period as follows: no transfers of the shares may occur for a period of six months following the acquisition closing date, or until October 1, 2026. Thereafter, the shares will be released from lock-up as follows: 17.9% on each of October 1, 2026, April 1, 2027 and October 1, 2027; 27.8% on April 1, 2028 and the remaining 18.5% on April 1, 2029. (2) The voting preferred stock provides the holders of the exchangeable common stock with voting rights in Company common stock equivalent to the number of shares of exchangeable common stock outstanding at any time. 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. 42 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. The share repurchases during the first quarter of fiscal 2026 resulted in the Company utilizing all $60.0 million that was authorized under the initial share repurchase program prior to its expiration date. Share repurchase activity under the share repurchase programs, on a trade date basis, for each fiscal month in the quarter ended June 27, 2026, 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) March 29 - April 25, 2026 — $ — — $ 90.6 April 26 - May 23, 2026 — — — 90.6 May 24 - June 27, 2026 — — — 90.6 Total — — (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 the $100.0 million repurchase program approved on August 5, 2025 that expires on January 1, 2028.