Blue Bird resale covers up to 2.70M common shares

The common shares are linked to non-voting subsidiary shares and to specified liquidation, dissolution, winding-up or insolvency events.

Rhea-AI Filing Summary

Blue Bird Corporation filed a prospectus supplement relating to the resale, from time to time, by the selling stockholder identified in it of up to 2,702,180 shares of Blue Bird common stock. The shares are issuable upon exchange, retraction or redemption, at the selling stockholder’s election, of non-voting Exchangeable Shares issued by MB Exchangeco Inc., an indirect wholly owned Canadian subsidiary, or in connection with certain liquidation, dissolution, winding-up or insolvency events involving Blue Bird or MB Exchangeco.

MB Exchangeco issued the Exchangeable Shares in connection with Blue Bird’s acquisition, completed April 1, 2026, of the former joint venture partner’s 50% interest in the Micro Bird joint venture. Blue Bird filed the 8-K solely to include Smith, Gambrell & Russell, LLP’s opinion on the validity of the common stock offered by the supplement and accompanying prospectus.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares for resale: Up to 2,702,180 shares Micro Bird joint venture interest: 50% interest

2 metrics

Common shares for resale Up to 2,702,180 shares Resale by the selling stockholder identified in the prospectus supplement

Micro Bird joint venture interest 50% interest Acquisition completed April 1, 2026

Key Terms

automatic shelf registration statement, prospectus supplement, Exchangeable Shares, retraction

4 terms

automatic shelf registration statement financial

"to its automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

prospectus supplement financial

"filed ... a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Exchangeable Shares financial

"non-voting exchangeable shares (the “Exchangeable Shares”)"

Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.

retraction financial

"exchange, retraction or redemption"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BLBD shares are covered by the resale supplement?

The supplement relates to resale, from time to time, of up to 2,702,180 shares of Blue Bird common stock by the selling stockholder identified in it. The shares are issuable upon exchange, retraction or redemption, at that holder’s election, of MB Exchangeco’s non-voting Exchangeable Shares, or in connection with certain liquidation, dissolution, winding-up or insolvency events involving Blue Bird or MB Exchangeco.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 04:18 PM Accepted by SEC EDGAR 10/01/2026 - 04:18 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 1, 2026

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-36267		46-3891989
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3920 Arkwright Road

2nd Floor

Macon, Georgia 31210

(Address of principal executive offices and zip code)

(478) 822-2801

(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BLBD		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On October 1, 2026, Blue Bird Corporation (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-284017) relating to the resale, from time to time, by the selling stockholder identified therein of up to 2,702,180 shares of the Company’s common stock issuable upon the exchange, retraction or redemption, at the election of the selling stockholder, of non-voting exchangeable shares (the “Exchangeable Shares”) of MB Exchangeco Inc., an indirect wholly owned Canadian subsidiary of the Company (“MB ExchangeCo”), or in connection with certain liquidation, dissolution, winding-up or insolvency events involving the Company or MB ExchangeCo. The Exchangeable Shares were issued by MB ExchangeCo in connection with the Company’s acquisition, completed on April 1, 2026, of the 50% interest in the Company’s Micro Bird joint venture enterprise held by the former joint venture partner.

This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of Smith, Gambrell & Russell, LLP relating to the validity of the Company’s common stock offered by the Prospectus Supplement and the accompanying prospectus, which opinion is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit

5.1 Opinion of Smith, Gambrell & Russell, LLP.

23.1 Consent of Smith, Gambrell & Russell, LLP (included in its opinion filed as Exhibit 5.1).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUE BIRD CORPORATION
	By:	/s/ Ted M. Scartz
	Name:	Ted M. Scartz
	Title:	Senior Vice President and General Counsel

Dated: October 1, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EXHIBIT 5.1 12.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB