Blue Bird Corp

Code

A

Shares

2,297

Price

$0.00

Footnotes

5

The reported securities were acquired by Groupe Autobus Girardin Ltee, a corporation existing under the federal laws of Canada ("GAG"), in connection with the acquisition by the issuer of the remaining interest in its Micro Bird joint venture, as more fully described in the issuer's current report on Form 8-K filed with the Securities & Exchange Commission on April 2, 2026. The remaining interest in the Micro Bird joint venture was acquired from the sellers partly for $63,021,287 in cash and partly for (a) 2,702,180 Exchangeable Shares of MB Exchangeco Inc., a corporation existing under the laws of the Province of Ontario and a subsidiary of the issuer, and (b) 1 share of Special Voting Preferred Stock of the issuer. The Special Voting Preferred Stock share entitles the holder thereof to vote with the issuer's common stockholders and to cast the number of votes equal to the number of shares of the issuer's common stock that the Exchangeable Shares are exchangeable for. The reporting person may be deemed to have indirect beneficial ownership of such securities by virtue of his roles as a GAG shareholder, GAG manager and member of the GAG board of directors. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The award represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the common stock of Blue Bird Corporation. The RSUs will vest on March 31, 2027; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company or if the reporting person's service terminates due to death, disability or due to completion of the reporting person's term of office as a director. Shares of common stock will be issued in settlement of the RSUs upon vesting and the earlier of the reporting person's compliance with the Company's applicable minimum stock ownership guidelines, termination of service as a director or a change in control event. The Exchangeable Shares are immediately exchangeable for shares of issuer's common stock, generally on a 1-for-1 basis, and while they do not expire, issuer, at its sole discretion, may force an exchange of any outstanding shares for shares of issuer's common stock after five years.