Blue Bird to end pension via Pacific Life annuity deal

Blue Bird Corporation is terminating a frozen defined benefit pension plan through a combination of lump-sum payouts and a pension risk transfer to Pacific Life.

Rhea-AI Filing Summary

Blue Bird Corporation is terminating a frozen defined benefit pension plan through a combination of lump-sum payouts and a pension risk transfer to Pacific Life. The plan paid approximately $13 million of liabilities in April 2026 via voluntary lump-sum distributions to certain participants.

It then agreed to purchase group annuity contracts from Pacific Life to transfer pension obligations and administration for 2,044 participants, settling about $94 million of remaining plan liabilities as of the end of April 2026. All payments are funded entirely by existing plan assets, with no additional company contributions.

Closing is expected on May 19, 2026, with Pacific Life assuming payment responsibilities as of August 1, 2026. Blue Bird expects a material non-cash pension settlement charge in its third fiscal quarter ending June 27, 2026, after which the plan will be terminated.

Insights

Pension risk and equity analyst

Blue Bird is offloading pension risk to an insurer, taking a one-time non-cash charge.

Blue Bird is executing a full termination of a frozen defined benefit pension plan by first paying about $13 million in lump sums, then transferring roughly $94 million of remaining liabilities to Pacific Life via group annuity contracts. This shifts future benefit and administration obligations to an insurer.

The transactions are funded entirely by existing plan assets, so no extra company cash outlay is required. However, the company expects a material non-cash pension settlement charge in the quarter ending June 27, 2026, driven by actuarial remeasurement and asset fair values.

Closing is targeted for May 19, 2026, with Pacific Life assuming payments from August 1, 2026. Once all obligations are transferred, the plan will terminate, simplifying Blue Bird’s balance sheet and removing ongoing pension volatility, while the short-term accounting impact flows through that fiscal quarter.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Lump-sum payments: $13 million Remaining liabilities transferred: $94 million Transferred Participants: 2,044 participants +3 more

6 metrics

Lump-sum payments $13 million Plan liabilities paid via lump-sum distributions in April 2026

Remaining liabilities transferred $94 million Plan liabilities to be settled via group annuity purchase as of end of April 2026

Transferred Participants 2,044 participants Number of plan participants whose obligations move to Pacific Life

Planned transaction completion date May 19, 2026 Expected completion date if all closing conditions are met

Benefit payment assumption date August 1, 2026 Date Pacific Life assumes payment responsibilities for transferred participants

Settlement charge timing Q3 FY2026 Material non-cash pension settlement charge expected in quarter ending June 27, 2026

Key Terms

material definitive agreement, frozen defined benefit pension plan, group annuity contracts, Pension Benefit Guaranty Corporation, +1 more

5 terms

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On May 12, 2026, Blue Bird Body Company..."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

frozen defined benefit pension plan financial

"the Blue Bird Body Company Employee Pension Plan (the “Plan”), a frozen defined benefit pension plan..."

group annuity contracts financial

"the Plan agreed to purchase group annuity contracts from Pacific Life and transfer to Pacific Life the future benefit obligations..."

Pension Benefit Guaranty Corporation regulatory

"to either (i) Pacific Life via the purchase of the group annuity contracts or (ii) the Pension Benefit Guaranty Corporation via the transfer of cash..."

pension settlement charge financial

"the Company expects to recognize a material non-cash pension settlement charge during its third fiscal quarter ending June 27, 2026."

A pension settlement charge is a fee that a company pays when it transfers or removes a pension plan obligation from its balance sheet, often to reduce future pension liabilities. It’s similar to paying a penalty to settle a long-term debt early, helping the company manage its financial health. For investors, understanding this charge is important because it can impact a company's reported profits and overall stability.

FAQ

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

What pension transaction did Blue Bird (BLBD) announce in this 8-K?

Blue Bird’s subsidiary agreed to terminate a frozen defined benefit pension plan. It will pay lump-sum benefits and purchase group annuity contracts from Pacific Life, transferring future benefit obligations and administration for 2,044 participants to the insurer and then ending the plan.

How much of Blue Bird’s pension liabilities are affected in the BLBD filing?

The plan paid about $13 million of liabilities in April 2026 via lump-sum distributions. Remaining plan liabilities totaling approximately $94 million as of the end of April 2026 are expected to be settled and transferred through the purchase of group annuity contracts from Pacific Life.

Will Blue Bird (BLBD) contribute new cash for this pension termination?

No additional company funding is required. The 8-K states that both the April 2026 lump-sum distributions and the upcoming purchase of group annuity contracts will be funded entirely by existing Plan assets, so the company avoids an incremental cash outlay for these transactions.

When will Pacific Life assume Blue Bird’s pension payments for transferred participants?

If closing conditions are met, the transaction is expected to complete on May 19, 2026. Pacific Life will then assume liability for pension benefit obligations and payment distribution to the 2,044 transferred participants as of August 1, 2026, under the agreement’s terms.

What accounting impact does Blue Bird (BLBD) expect from the pension settlement?

Blue Bird expects a material non-cash pension settlement charge in its third fiscal quarter ending June 27, 2026. The actual charge amount will depend on final actuarial remeasurement of benefit obligations and the fair value of Plan assets on the selected remeasurement date.

What happens to Blue Bird’s pension plan after liabilities are transferred?

After transferring future benefit obligations to Pacific Life via group annuity contracts and to the Pension Benefit Guaranty Corporation through cash from Plan assets, the pension plan will be terminated. Remaining Plan cash will cover retiree payments, plan expenses, and regulatory fees through the end of 2026.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:20 PM Learn about SEC filing dates

0001589526false00015895262026-05-122026-05-12

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): May 12, 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, $0.0001 par value

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 1.01    Entry into a Material Definitive Agreement

On May 12, 2026, Blue Bird Body Company, a wholly-owned subsidiary of Blue Bird Corporation (the “Company”), acting solely in its capacity as plan sponsor of the Blue Bird Body Company Employee Pension Plan (the “Plan”), a frozen defined benefit pension plan that is qualified under Internal Revenue Code, entered into an agreement (the “Agreement”) with Pacific Life Insurance Company and Pacific Life & Annuity Company (collectively, “Pacific Life”) relating to the Plan. Under the Agreement, the Plan agreed to purchase group annuity contracts from Pacific Life and transfer to Pacific Life the future benefit obligations and annuity administration for certain Plan participants or their beneficiaries (“Transferred Participants”). This transfer will not affect the amount of the (i) future benefit obligations or (ii) monthly benefit payments for the Transferred Participants.

Pursuant to the Agreement, the Plan will pay a premium to Pacific Life for the group annuity contracts in a confidential amount that is less than the total current amount of Plan assets. With the purchase of the group annuity contracts, the pension benefit obligations and annuity administration for the 2,044 Transferred Participants will be irrevocably transferred to Pacific Life, which will irrevocably guarantee the pension benefits of the Transferred Participants.

The transactions contemplated by the Agreement are subject to customary closing conditions. If all closing conditions are met, the Company expects the transaction to be completed on May 19, 2026. Pacific Life will then assume liability for pension benefit obligations and responsibility for distribution of payments to the Transferred Participants, subject to the terms of the Agreement, as of August 1, 2026.

In April 2026, the Plan also paid approximately $13 million of Plan liabilities through lump-sum payments to certain active and deferred vested Plan participants who voluntarily elected a lump-sum distribution of their Plan benefits. The majority of the Plan liabilities remaining after such payments, totaling approximately $94 million as of the end of April 2026, will be settled and transferred through the purchase of the group annuity contracts.

The payment of the lump-sum distributions was, and purchase of the group annuity contracts will be, funded entirely by Plan assets, with no additional funding required by the Company as part of these transactions. Subsequent to these payments, the cash remaining in the Plan will be disbursed through the end of 2026 (for retiree payments in June and July, that approximate $0.7M per month; for Plan expenses including external service providers that assisted with the termination process; for regulatory fees and expenses; etc.)

As a result of the transactions contemplated by the Agreement, and the lump-sum payments made in April 2026, the Company expects to recognize a material non-cash pension settlement charge during its third fiscal quarter ending June 27, 2026. The actual amount of such settlement charge will depend on finalization of the actuarial remeasurement of benefit obligations as well as the fair value of Plan assets as of the remeasurement date.

Following the transfer of the future benefit obligations to either (i) Pacific Life via the purchase of the group annuity contracts or (ii) the Pension Benefit Guaranty Corporation via the transfer of cash from Plan assets, the Plan will terminate.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

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 Scartz
Name:						Ted Scartz
Title:						Senior Vice President and General Counsel

Dated: May 18, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB