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Blue Bird (NASDAQ: BLBD) takes full control of Micro Bird joint venture

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Bird Corporation has signed a definitive agreement to acquire Girardin Group’s 50% stake in the Micro Bird joint venture, giving it full ownership for approximately $200 million, with 30% paid in cash and 70% in stock and exchangeable shares. Blue Bird will also buy Micro Bird’s Plattsburgh, New York manufacturing facility and related real estate for about $16.5 million, consolidating North American production and supporting Buy America–compliant shuttle buses.

The company expects the deal to be immediately accretive, with estimated diluted EPS increasing by 8.2% in 2026 and 9.2% in 2027. Pro forma, Blue Bird targets around $1.9 billion of revenue and $250 million of Adjusted EBITDA in fiscal 2026, and a long‑term path toward $2.5 billion of revenue and 15%+ Adjusted EBITDA margins.

Positive

  • Accretive, sizable acquisition: Blue Bird is acquiring the remaining 50% of Micro Bird for about $198.2 million, with projected diluted EPS accretion of 8.2% in 2026 and 9.2% in 2027.
  • Stronger scale and profitability: Pro forma fiscal 2026 targets rise to roughly $1.9 billion in revenue and $250 million Adjusted EBITDA, versus about $1.5 billion and $225 million standalone.
  • Low leverage after deal: Despite the transaction, estimated pro forma total indebtedness is only 0.36x PF FY26 Adjusted EBITDA of $250 million, preserving balance-sheet flexibility.
  • Expanded product and market reach: Full ownership creates a unified lineup of Type A, C and D school and commercial buses with diesel, gasoline, propane and electric powertrains, and supports growth in Buy America–compliant shuttle buses.

Negative

  • None.

Insights

Blue Bird is using a mostly stock deal to fully acquire Micro Bird, expand its bus portfolio, and lift earnings with limited balance-sheet strain.

Blue Bird is purchasing the remaining 50% of Micro Bird for $198.2 million, plus $16.5 million for the Plattsburgh plant and $0.4 million of service parts. The structure is 70% stock and 30% cash, which limits cash outlay while bringing all of Micro Bird’s revenue and EBITDA onto Blue Bird’s books.

Management projects pro forma fiscal 2026 revenue of about $1.9 billion and Adjusted EBITDA of roughly $250 million, versus ~$1.5 billion and $225 million standalone. They expect diluted EPS accretion of 8.2% in 2026 and 9.2% in 2027, and pro forma total indebtedness of only 0.36x PF FY26 Adjusted EBITDA.

Strategically, full ownership combines Type A, C and D school and commercial buses under one brand with diesel, gasoline, propane and electric powertrains. Micro Bird itself is forecast to grow from $277 million revenue and 13.9% Adjusted EBITDA margin in 2024 toward $500–550 million revenue and 15–16% margins long term. Execution on integration, product roadmap and the Buy America shuttle opportunity will be key drivers for the combined outlook described through the 2029–2030 horizon.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
0001589526false00015895262026-02-152026-02-15

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): February 15, 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.0001 par valueBLBDNASDAQ 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

Introduction
As more fully described below, on February 15, 2026, Blue Bird Corporation, a Delaware corporation, by and through its wholly-owned subsidiary, Blue Bird Body Company, a Georgia Corporation (collectively “Blue Bird”) entered into an agreement to acquire the 50% interest in the Micro Bird joint venture owned by the Girardin Group. At the closing, Blue Bird will own 100% of the Micro Bird joint venture.
Micro Bird Business Share Purchase Agreement
On February 15, 2026, Blue Bird entered into a Share Purchase Agreement (the “Purchase Agreement”), with (i) the AG 2014 Trust (“AG Trust”), the SG 2014 Trust (“SG Trust”), and the DG 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”), 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”), to acquire 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 100% of the issued and outstanding Equity Securities of Girardin Minibus JV 2 USA Inc., a Delaware corporation (“MB US Target”)(together with MB Canada Target, the “Micro Bird Targets” and each, a “Target”) in exchange for an aggregate purchase price of $198,237,010, subject to certain closing adjustments (the “Purchase Price”).
Each of the Micro Bird Targets owns fifty percent of the outstanding shares of Micro Bird Holdings, Inc. (“Micro Bird Canada”) and Micro Bird USA Holding LLC (“Micro Bird US”) respectively (together Micro Bird Canada and Micro Bid US are collectively referred to as the “Micro Bird Business”).
Under the terms of the Purchase Agreement, the Purchase Price is to be paid as follows: (i) 30% of the Purchase Price (the “Cash Consideration”) paid as cash at closing and (ii) 70% of the Purchase Price (the “Stock Consideration”) paid through the issuance at closing of a combination of (1) 2,702,180 Class A non-voting exchangeable common shares in the capital of MB ExchangeCo, a newly formed subsidiary of Blue Bird existing under the laws of the Province of Ontario (“MB ExchangeCo”) (the Exchangeable Shares”), which are exchangeable on a one-to-one basis into shares of Blue Bird common stock, and (b) one share of Preferred Stock of Blue Bird with voting rights equivalent to Blue Bird common stock equal to the number of Exchangeable Shares outstanding at any time. The issuance of Exchangeable Shares is intended to minimize certain adverse Canadian tax consequences for certain of the Sellers.
The Exchangeable Shares are not transferable without Blue Bird’s consent. In addition, the Exchangeable Shares and any shares of Blue Bird 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 following the Closing Date. Thereafter, (i) 17.9% of the shares will be released from lock-up six months following the Closing Date, (ii) an additional 17.9% of the shares will be released from lock-up on or the first (1st) anniversary of the Closing Date, (iii) an additional 17.9% of the shares will be released from lock-up eighteen months following the Closing Date, (iv) an additional 27.8% of the shares will be released from lock-up on second anniversary of the Closing Date, and (v) the remaining shares will be released from lock-up on the third anniversary of the Closing Date.
The issuance of the Exchangeable Shares will not be registered under the Securities Act of 1933. Blue Bird has agreed to file with the SEC and use commercially reasonable efforts to remain effective a Registration Statement covering the resale of the Blue Bird common stock issued upon the exchange of the Exchangeable Shares 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 Blue Bird 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 Blue Bird common stock for each Exchangeable Share redeemed, plus any unpaid dividends. The holders receiving the Exchangeable Shares will be issued a corresponding Preferred Voting Share allowing them to vote on an equal basis with common stockholders at Blue Bird’s stockholder meetings in an amount equal to the number of Exchangeable Shares held by those holders.
The parties made customary representations, warranties and covenants in the Purchase Agreement, including, but not limited to, the agreement of the parties to indemnify each other for certain breaches of representations and covenants, as well as other pre-closing matters.
The representations and warranties that the parties made to each other in the Purchase Agreement are as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties to the Purchase Agreement, the Purchase Agreement is not intended to be a source of factual, business, or operational information about any of the parties thereto. The representations and warranties contained in the Purchase Agreement were made only for purposes of such Purchase Agreement, are solely for the benefit of the parties to such Purchase Agreement, and may be subject to limitations agreed between those parties, including being qualified by disclosures between those parties.


The representations and warranties in the Purchase Agreement may have been made to allocate risks among the parties thereto, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and securityholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Blue Bird’s public disclosures.
At the closing of the transactions contemplated by the Purchase Agreement, Blue Bird will also acquire from the Girardin Group the manufacturing facility and related real property operated by Micro Bird in Plattsburg, New York, for approximately $16.5 million. In addition, the Sellers will be required to agree, subject to certain exceptions, to not directly or indirectly, engage (whether as a shareholder, owner, partner, officer, manager, director, trustee, employee, consultant, or otherwise) in the business of design, building, and manufacturing of Type A, Type B, Type C or Type D, shuttle, or commercial buses, or stripped chassis or other buses or vehicles that are competing with Type A, Type B, Type C or Type D, shuttle, or commercial buses, or stripped chassis for a period of five years after closing.
Blue Bird has filed the Purchase Agreement as Exhibit 2.1 to this current report on Form 8-K, which is incorporated herein by reference. The description of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Agreement. The Purchase Agreement is filed to provide investors with information regarding the respective terms of the agreement and is not intended to provide any other factual information about Blue Bird, the Sellers, or the Micro Bird Business.
Arrangements Relating to the Exchangeable Shares
As a condition of the closing of the acquisition of the Micro Bird Targets, Blue Bird will enter into an Exchange and Support Agreement (the “Support Agreement”) with the holders of the Exchangeable Shares, MB ExchangeCo, and MB Callco. Pursuant to the terms of the Support Agreement, the holders of the Exchangeable Shares must be provided economic benefits to the same extent as holders of Blue Bird common stock in the event of any dividend or other distribution, change, or adjustment relating to Blue Bird common stock (such as a stock split, stock dividend, reclassification or reorganization). Additionally, the Support Agreement contains certain covenants of Blue Bird while the Exchangeable Shares are outstanding, including: (i) not to declare or pay any dividends on its common stock unless MB ExchangeCo simultaneously declares an equivalent dividend for the Exchangeable Shares, (ii) advising MB ExchangeCo in advance of any dividend declaration by Blue Bird, (iii) taking all actions reasonably necessary to enable MB ExchangeCo to pay and otherwise perform its obligations with respect to the issued and outstanding Exchangeable Shares, (iv) providing the holders of Exchangeable Shares with voting rights equivalent to the holders of Blue Bird common stock through the issuance of the share of Preferred Voting Stock, and (v) reserving for issuance and keeping available from its authorized common stock such number of shares as may be equal to: (a) the number of Exchangeable Shares issued and outstanding from time to time; and (b) the number of Exchangeable Shares issuable upon the exercise of all rights, if any, to acquire Exchangeable Shares from time to time.
Blue Bird has filed the form of Support Agreement as Exhibit 2.2 to this current report on Form 8-K, which is incorporated herein by reference. The description of the Support Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Support Agreement. The Support Agreement is filed to provide investors with information regarding the respective terms of the agreement and is not intended to provide any other factual information about Blue Bird, the Sellers, or the Micro Bird Business.
Board Election Agreement
As a condition of the closing of the acquisition of the Micro Bird Targets, Blue Bird and the Sellers will also enter into a Board Election Agreement providing for the election of Steve Girardin to the Board of Directors of Blue Bird as a Class III director with a term expiring at the annual stockholder meeting in 2029, and under certain circumstances if Steve Girardin leaves the board prior to such annual meeting to appoint Dave Girardin as his replacement through the 2029 annual meeting. Pursuant to the Board Election Agreement, the Sellers will agree, during such time as Steve Girardin or Dave Girardin is serving on the Board to vote all securities of Blue Bird held by the Sellers in accordance with the Board’s recommendations. The Board Election Agreement will terminate on the earlier of (i) immediately prior to the 2029 annual stockholder meeting and (ii) 90 days after such time as neither Steve Girardin or Dave Girardin is serving on the Board. Blue Bird has filed the form of Board Election Agreement as Exhibit 2.3 to this current report on Form 8-K, which is incorporated herein by reference. The description of the Board Election Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Board Election Agreement.

Item 7.01    Regulation FD Disclosure.

On February 17, 2026, Blue Bird issued a press release announcing its entry into a definitive agreement to acquire and consolidate the Micro Bird Joint Venture. A copy of the press release is included with this report as Exhibit 99.1, including the presentation referenced therein, which is included with this report as Exhibit 99.2.


The information included in this report under the heading “Item 7.01 Regulation FD Disclosure” (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit
2.1
Share Purchase Agreement dated as of February 15, 2026, by and among Blue Bird Corporation, by and through its wholly-owned subsidiary, Blue Bird Body Company, and (i) the AG 2014 Trust, the SG One 2014 Trust, and the DG One 2014 Trust and (ii) Groupe Autobus Girardin Ltée and Girardin Minibus JV 2 Inc. (the schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to include supplemental copies of any of the omitted exhibit or schedules upon request by the SEC).
2.2
Form of Exchange and Support Agreement by and among by and among Groupe Autobus Girardin Ltée, Blue Bird Corporation, MB CallCo Inc. and MB ExchangeCo Inc.
2.3
Form of Board Election Agreement by and between Blue Bird Corporation and Groupe Autobus Girardin Ltée.
99.1
Press Release of Blue Bird Corporation dated February 17, 2026.
99.2
Presentation dated February 17, 2026.
104Cover 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: February 17, 2026




image_0.jpg



PRESS RELEASE



Blue Bird Signs Definitive Agreement to Acquire & Consolidate Micro Bird Joint Venture

•Consolidates its businesses under one brand, one team, and one approach
•Enables the broadest product portfolio and powertrains in the bus market
•Positions the company for growth in the Buy America shuttle bus market
•A slide presentation is available on the BLBD IR website with additional details

MACON, Ga. (Feb. 17, 2026) – Blue Bird Corporation (Nasdaq: BLBD), the leader in electric and low-emission school buses, has signed an agreement to acquire Girardin Group’s stake in the 50/50 Micro Bird joint venture, thereby, taking full ownership of the enterprise. Blue Bird will pay approx.
$200 million for Girardin’s joint venture share, with 30% in cash and 70% in Blue Bird common stock. The transaction is expected to close in the first half of calendar year 2026, pending fulfillment of various closing conditions and regulatory approvals. A slide presentation is available on the BLBD IR website (https://investors.blue-bird.com/) with additional details.

The acquisition demonstrates Blue Bird’s commitment to growth and market expansion. The transaction allows Blue Bird to consolidate its North America operations and unify its businesses under one team and brand, unlocking further value for customers and shareholders. Blue Bird will offer the broadest product portfolio of industry-leading Type A, C, and D school, multi-purpose, and commercial buses.

Blue Bird is the only vehicle manufacturer in North America to provide diesel, gasoline, propane, and electric powered buses, positioning the company to


uniquely address market needs. With the acquisition, Blue Bird will also significantly increase its total addressable market (TAM) for the Buy America Act – compliant shuttle buses in North America, a segment which Micro Bird entered in the fall of 2025 with its Plattsburg, NY acquisition.

“With a nearly 100 year history, Blue Bird has emerged as an iconic brand and leader in student transportation. We are delighted to purchase Girardin’s stake in Micro Bird and to take full control of the joint venture. The acquisition strengthens our strategic position and supports Blue Bird’s long-term vision for innovation, operational performance, and sustained profitable growth,” said John Wyskiel, president and CEO of Blue Bird Corporation. “In addition, I’m looking forward to welcoming Steve Girardin to our Board along with his contributions to Blue Bird’s continued success.”

Following the close of the transaction, Blue Bird intends to add Steve Girardin to its Board of Directors, strengthening the Board with his proven leadership and decades of experience across the North American bus market.

“This year marks our 60th year as a small bus manufacturer and our successful partnership with Blue Bird,” said Steve Girardin, Micro Bird Chairman and Vice-President of the Girardin Group. “Together, we’ve driven technology, innovation and product excellence in the bus market with a reputation of serving our customers with distinction. I’m confident that Micro Bird will continue to thrive under the sole ownership of Blue Bird, marking a natural and strategically aligned transition that supports value creation for our customers, employees, and shareholders.”

Blue Bird and Girardin Group established Micro Bird as a 50/50 joint venture in 2009. Specialized in designing and manufacturing Type A school and commercial shuttle buses with capacities ranging from 9 to 36 passengers, Micro Bird has emerged as a leader in innovative, safe, and reliable transportation solutions. Today, Micro Bird offers gasoline, propane, and electric powered buses to its customers and employs approximately 960 team members at its Drummondville, Quebec, and Plattsburgh, N.Y. locations.

Piper Sandler & Co. served as exclusive financial advisor to Blue Bird on this transaction.



image.jpg
Press Photo/Caption: Blue Bird signed an agreement to acquire Girardin Group’s stake in the 50/50 Micro Bird joint venture. Established in 2009, Micro Bird specializes in designing and manufacturing Type A school and commercial shuttle buses with capacities ranging from 9 to 36 passengers. Pictured here is John Wyskiel, president and CEO of Blue Bird Corporation, at the Sept. 2025 grand opening of the Micro Bird manufacturing facility in Plattsburgh, N.Y. (Image provided by Micro Bird)


About Blue Bird Corporation
Blue Bird (NASDAQ: BLBD) is recognized as a technology leader and innovator of school buses since its founding in 1927. Our dedicated team members design, engineer and manufacture school buses with a singular focus on safety, reliability, and durability. School buses carry the most precious cargo in the world – 25 million children twice a day – making them the most trusted mode of student transportation. The company is the proven leader in low- and zero-emission school buses with more than 25,000 propane, natural gas, and electric powered buses sold. Blue Bird is transforming the student transportation industry through cleaner energy
solutions. For more information on Blue Bird’s complete product and service
portfolio, visit www.blue-bird.com.

About Girardin Group
Girardin Group is a third-generation family business and longtime partner of Blue Bird Corporation specializing in bus and school bus transportation for more than 65 years and having its head office in Drummondville, Quebec.
Girardin is a manufacturer, distributor, and operator of buses, school buses, electric powertrains and electric charging infrastructures. It provides the widest selection of electric school buses together with individualized charging infrastructure assistance. The company’s more than 40 operating divisions employ more than 3,000 team members in Canada and the United States.
For more information on Girardin, visit https://www.girardinbluebird.com/en/.



About Micro Bird
Established in 2009, Micro Bird Inc. is a joint venture between Girardin Minibus and Blue Bird Corporation, combining nearly 160 years of experience in the bus industry. Headquartered in Drummondville, Quebec, Micro Bird designs and manufactures the complete line of Type A school, commercial, and electric buses known for their durability, safety, and long-term value. In 2025, Micro Bird expanded its footprint with a state-of-the-art manufacturing facility in Plattsburgh, New York — a strategic investment that brings the company closer to its U.S. customers and strengthens its ability to deliver innovative, Buy America Act–compliant transportation solutions across North America. For more information, visit www.microbird.com.


Blue Bird Investor Contact

Mark Benfield
Blue Bird Corporation
(478) 822-2315
Mark.Benfield@blue-bird.com

February 17, 2026 Blue Bird Acquisition of Micro Bird: Strategic Considerations and Deal Structure 1

 

Important Disclaimers 2 Introductions & Forward-Looking Statements Financial Results Outlook and Guidance Q&A Forward Looking Statements This presentation includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements include statements regarding guidance, seasonality, product mix and gross profits and may include statements relating to: • Inherent limitations of internal controls impacting financial statements • Growth opportunities • Future profitability • Ability to expand market share • Customer demand for certain products • Economic conditions (including tariffs) that could affect fuel costs, commodity costs, industry size and financial conditions of our dealers and suppliers • Labor or other constraints on the Company’s ability to maintain a competitive cost structure • Volatility in the tax base and other funding sources that support the purchase of buses by our end customers • Lower or higher than anticipated market acceptance for our products • Other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions • Future impacts from the novel coronavirus pandemic known as "COVID-19," and any other pandemics, public health crises, or epidemics, on capital markets, manufacturing and supply chain abilities, consumer and customer demand, school system operations, workplace conditions, and any other unexpected impacts These forward-looking statements are based on information available as of the date of this presentation, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The factors described above, as well as risk factors described in reports filed with the SEC by Blue Bird Corporation (available at www.sec.gov), could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements.

 

Important Disclaimers Non-GAAP Financial Measures This presentation may include the following non-GAAP financial measures: “Adjusted EBITDA,” "Adjusted EBITDA Margin," “Adjusted Net Income,” “Adjusted Diluted Earnings per Share,” “Free Cash Flow” and “Adjusted Free Cash Flow.” Additional information on the calculation of some of these terms is included in the Appendix. Adjusted EBITDA is defined as net income or loss prior to discontinued operations income or loss, interest income, interest expense including the component of lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our GAAP financial statements) that represents interest expense on lease liabilities, income taxes, depreciation and amortization including the component of lease expense (which is presented as a single operating expense in selling, general and administrative expenses in our GAAP financial statements) that represents amortization charges on right-to-use lease assets, and disposals, as adjusted to add back certain charges that we may record each year, such as stock-compensation expense, as well as non-recurring charges such as (i) significant product design changes; (ii) transaction related costs; (iii) discrete expenses related to major cost cutting initiatives; or (iv) costs directly attributed to the COVID-19 pandemic (3). We believe these expenses are not considered an indicator of ongoing company performance. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net sales. Adjusted Net Income is net income or loss as adjusted to add back certain costs as mentioned above. Adjusted Diluted Earnings per Share represents Adjusted Net Income or loss available to common stockholders divided by diluted weighted average common shares outstanding (as if we had GAAP net income during the respective period). Adjusted Net Income and Adjusted Diluted Earnings per Share are calculated net of taxes. Free cash flow represents net cash provided by/used in operating activities minus cash paid for fixed assets, Adjusted Free Cash Flow represents Free Cash Flow minus cash paid for (i) significant product design changes; (ii) transaction related costs; or (iii) discrete expenses related to major cost cutting initiatives. There are limitations to using non-GAAP measures. Although Blue Bird believes that such measures may enhance an evaluation of Blue Bird’s operating performance and cash flows, (i) other companies in Blue Bird’s industry may define such measures differently than Blue Bird does and, as a result, they may not be comparable to similarly titled measures used by other companies in Blue Bird’s industry and (ii) such measures may exclude certain financial information that some may consider important in evaluating Blue Bird’s performance and cash flows. 3

 

1. Strategic Rationale 2. Transaction Overview 3. BLBD Current Long-Term Outlook 4. Micro Bird Outlook 5. Pro-Forma Combined Outlook 6. Sources & Uses and Estimated EPS Impact Agenda 4

 

5 Scale and Leadership ▪ Enhances scale, increasing pro forma FY26E Revenue and EBITDA from ~$1,500 million / ~$225 million to ~$1,900 million / ~$250 million Improved Growth Profile ▪ Establishes Blue Bird as a comprehensive provider across Type A, C and D segments, significantly expanding the Company’s total addressable market and growth opportunities ▪ U.S. manufacturing investment satisfies Buy America requirements, effectively doubling Micro Bird’s addressable market opportunity Diversification ▪ Enhances geographic diversification through expanded presence and market penetration in Canada ▪ Broadens product portfolio to capture growth opportunities in adjacent commercial and specialty vehicle segments Best-In-Class EV Technology ▪ Opportunities for vertical integration of high-quality captive EV powertrains for Type C and D platforms ▪ Streamlines development roadmap and drives engineering efficiencies through cross-platform synergies Micro Bird is a high-quality business that is an exceptional strategic and operational fit with Blue Bird Strategic Rationale

 

Transaction Overview 6 Purchase Price ▪ Purchase price of US$198.2 million for the remaining 50% equity interest in the Micro Bird joint venture ▪ Total enterprise value of US$429.6 million implies a purchase multiple of 8.0x FY26 Adjusted EBITDA Transaction Structure ▪ Consideration comprised of 70% stock and 30% cash on a cash-free, debt-free basis ▪ Transaction perimeter includes concurrent acquisition of the Plattsburgh manufacturing facility and real estate for US$16.5 million and the transfer of Micro Bird’s OEM Service Parts inventory for US$0.4 million Financial Impact ▪ Transaction expected to be immediately accretive to earnings, with anticipated EPS accretion of 8.2% in 2026 and 9.2% in 2027 ▪ Maintains strong balance sheet flexibility with estimated pro forma total indebtedness of 0.36x PF FY26 Adjusted EBITDA of $250M ▪ Subject to customary closing conditions, regulatory clearances and competition laws ▪ Transaction expected to close at the end of the second quarter of fiscal year 2026 Driving sustainable innovation and long-term value through a low-risk transaction Key Conditions and Timing Full strategic ownership of Micro Bird enhances Blue Bird’s market leadership and drives sustainable innovation and long-term shareholder value

 

Blue Bird Long-Term Outlook Pre-Transaction 7 Growth path long-term towards $2B Revenue and 16%+ Adj. EBITDA 1,500 500 1,000 1,500 2,000 2,500 3,000 0 5,000 10,000 15,000 $1,347 704 2024 Actual $1,480 901 2025 Actual $1,500 800 2026 Updated Guidance $1,600 500 10,000 Mid Term $1,800 1,000 11,000 Long Term (Low) $2,000 12,000 Long Term (High) 9,000 9,409 9,500 10,500 12,000 13,500 Revenue $M Chassis Diesel Gas/Propane EV $183 $221 $225 $240 $280 100 150 200 250 300 350 13.6% 2024 Actual 15.0% 2025 Actual ~15.0% 2026 Updated Guidance 15.0% Mid Term 15.5% Long Term (Low) 16.0%+ $320+ Long Term (High) Adj. EBITDA % Adj. EBITDA $M Units Outlook 1 2024 Actual Long Term (’29-’30) Outlook Mid Term $41 $46 $49 $58 $68 $50 20 40 60 80 11.8% 24-Q4 14.6% 25-Q1 13.7% 25-Q2 14.7% 25-Q3 16.6% 25-Q4 15.0% 26-Q1 200 300 400 500 0 1,000 2,000 3,000 $350 84 24-Q4 $314 132 25-Q1 $359 265 25-Q2 $398 271 25-Q3 $409 233 25-Q4 $333 121 26-Q1 2,466 2,130 2,295 2,467 2,517 2,135 QTR Full YR Rev. $M 2025 Actual 2026 Updated Guidance MB $25 MB $30 MB $30 Units MB $25MB $20MB $19

 

Micro Bird Well-Positioned for Long-Term Growth 8 Micro Bird growth path long term towards $500M+ Revenue and 15%-16% Adj. EBITDA 5,500 6,000 6,500 0 200 400 600 800 1,000 0 2,000 4,000 6,000 8,000 $277 169 2024 Actual $328 228 2025 Actual $400 200 2026 Guidance $450 Mid Term $500 Long Term (Low) $550 Long Term (High) 3,316 3,855 5,000 $39 $40 $50 $60 $75 $90 20 40 60 80 100 120 13.9% 2024 Actual 12.1% 2025 Actual 12.5% 2026 Guidance 13.5% Mid Term 15.0% Long Term (Low) 16.0% Long Term (High) Outlook2024 Actual Long Term (’29-’30) Outlook Mid Term Full YR Rev. US$M 2025 Actual 2026 GuidanceUnits Rev $M ICE Type A EV Adj. EBITDA % Adj. EBITDA $M

 

Blue Bird Long-Term Outlook Post-Transaction 9 500 1,000 1,500 2,000 2,500 3,000 0 5,000 10,000 15,000 20,000 $1,624 873 2024 Proforma $1,808 1,129 2025 Proforma $1,900 1,000 2026 Proforma $2,050 500 15,500 Mid Term $2,300 1,000 17,000 Long Term (Low) $2,550 1,500 18,500 Long Term (High) 12,316 13,264 14,500 16,000 18,000 20,000 $202 $241 $250 $275 $325 100 200 300 400 ~12.5% 2024 Proforma ~13.0% 2025 Proforma ~13.0% 2026 Proforma 13.5% Mid Term 14.0% Long Term (Low) 15.0%+ $380+ Long Term (High) Outlook2024 Proforma Long Term (’29-’30) Outlook Mid Term Full YR Rev. $M 2025 Proforma 2026 Proforma Adj. EBITDA % Adj. EBITDA $M Units Chassis Diesel Gas/Propane EV Strategic Considerations ➢ The most comprehensive lineup of Type A, C and D products and powertrains (Diesel, Gas, Propane, Electric) ➢ Additional growth markets for Stripped Chassis and Commercial / Shuttle Bus ➢ Long-Term Revenue growth Outlook to triple by 2030 vs 2019 to ~$2.5B ➢ Doubling EBITDA margin % vs 2019, with line-of-sight to 15%+ and ~$380M+ ➢ Strong Balance Sheet and Cash Flows ➢ Returning value to Shareholders through profitable growth and stock buybacks Growth path long term towards 20k Units, $2.5B Revenue and 15%+ Adj. EBITDA

 

Sources & Uses and Estimated EPS Impact 10 Note: Assumes USD / CAD exchange rate of $1.3921 1) Represents bank loans (+) long-term debt, net cash 2) Reflects FY26 EBITDA of $225M and PF FY2026E BLBD EBITDA of $250M Sources & Uses PF Capitalization ($ in millions) Sources Amount ($M) % Total New Equity $138.8 47.4% Cash 154.2 52.6% Total Sources $293.0 100.0% Uses Amount ($M) % Total Purchase 50% of Micro Bird Equity Value $198.2 67.7% Plattsburgh & OEM Service Parts 16.9 5.8% Pay off Micro Bird Net Debt 1 72.9 24.9% Transaction Fees 5.0 1.7% Total Uses $293.0 100.0% 10 (2.7M shares) Estimated EPS Accretion ($ in millions) (share count in millions) FY 2026E FY 2027P BLBD Shares Outstanding 32.6 32.6 New Shares Issued 2.7 2.7 Pro-Forma Share Count 35.3 35.3 BLBD Pre-Transaction Diluted EPS $3.52 $3.86 Pro-Forma Diluted EPS $3.82 $4.22 Accretion / Dilution ($) $ 0.29 $0.35 Accretion / Dilution (%) 8.2% 9.2% Pre-Transaction Pro-Forma Total Debt $89.2 $89.2 Less: Cash 241.7 87.5 Net Debt ($152.5) $1.7 Total Debt / FY26 EBITDA (2) 0.40x 0.36x Net Debt / FY26 EBITDA (2) n.m.f 0.01x

 

11

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Blue Bird (BLBD) announce regarding the Micro Bird joint venture?

Blue Bird announced a definitive agreement to acquire Girardin Group’s 50% stake in the Micro Bird joint venture, giving it full ownership. The acquisition consolidates operations under one brand and expands Blue Bird’s school and shuttle bus product lineup across North America.

How much is Blue Bird paying to acquire the remaining Micro Bird stake?

Blue Bird will pay approximately $200 million for Girardin’s 50% Micro Bird stake, with 30% in cash and 70% in stock and exchangeable shares. It will also purchase the Plattsburgh, New York manufacturing facility and related real estate for about $16.5 million.

How is the Micro Bird acquisition expected to affect Blue Bird’s earnings?

The transaction is expected to be immediately accretive to earnings. Blue Bird projects diluted EPS accretion of about 8.2% in 2026 and 9.2% in 2027, reflecting Micro Bird’s contribution and the largely stock-based consideration structure.

What are Blue Bird’s pro forma financial targets after the Micro Bird deal?

Blue Bird targets pro forma fiscal 2026 revenue of roughly $1.9 billion and Adjusted EBITDA of about $250 million. Longer term, it outlines a path toward around $2.5 billion of revenue and 15%+ Adjusted EBITDA margins by 2029–2030.

How will the Micro Bird acquisition change Blue Bird’s product offering?

Full ownership of Micro Bird gives Blue Bird a broad portfolio of Type A, C and D school, multi-purpose and commercial buses. It will offer diesel, gasoline, propane and electric powertrains, aiming to address a wider range of customer needs and applications.

What is the impact of the deal on Blue Bird’s leverage and balance sheet?

Despite the acquisition, Blue Bird expects modest leverage, with estimated pro forma total indebtedness of 0.36x PF FY26 Adjusted EBITDA of $250 million. This suggests the company maintains significant balance-sheet flexibility after closing.

When is the Blue Bird–Micro Bird transaction expected to close?

The transaction is expected to close in the first half of calendar 2026, subject to customary closing conditions, regulatory clearances and competition laws. Blue Bird’s materials reference completion by the end of its fiscal second quarter of 2026.

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