SEC Form PRE 14A filed by Blue Bird Corporation

You are hereby invited to attend the 2026 Annual Meeting of Stockholders, which will be held at 9:00 a.m. local time on Wednesday, March 11, 2026, at the Company’s corporate headquarters, 3920 Arkwright Road, Suite 200, Macon, Georgia 31210.

The accompanying Notice of the Annual Meeting, Notice of Internet Availability of Proxy Materials and Proxy Statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting.

The internet will be the primary means by which we furnish proxy materials to our stockholders. We will send stockholders a notice with instructions on how to access these materials. The notice will also include information about obtaining paper copies of our proxy materials if stockholders choose to do so. This process lowers costs and saves paper, adding convenience for stockholders and contributing to our sustainability efforts.

Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting.

You may vote either by submitting your proxy via smartphone/tablet, online or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you vote before the meeting but later decide to attend the meeting in person, you may still vote in person at the meeting.

Thank you for your continued support.

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Blue Bird Corporation (the “Company”) will be held on Wednesday, March 11, 2026, at the hour of 9:00 a.m. (local time) at the Company’s corporate headquarters, 3920 Arkwright Road, Suite 200, Macon, Georgia 31210, for the following purposes:

Holders of record of the Company’s common stock, $0.0001 par value (the “Common Stock”) at the close of business on January 15, 2026 (the “Record Date”) will be entitled to notice of and to vote at the meeting and any postponements or adjournments thereof. To attend the annual meeting, you must have valid proof of identification and other proof of beneficial ownership of the Company’s Common Stock (such as a brokerage statement reflecting your stock ownership) as of the Record Date.

You may vote by mail, smartphone/tablet, or the internet to the extent described in the Company’s Notice of Internet Availability of Proxy Materials and Proxy Statement.

Audited financial statements as of and for the year ended September 27, 2025, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, are included in our Annual Report on Form 10-K, such portions of which are also contained in the Annual Report to Stockholders included with our proxy materials.

Whether or not you expect to be present, please vote via smartphone/tablet, online or, if you receive a paper proxy card, by mail. Submitting the proxy will not affect your right to vote in person if you attend the meeting.

DATED at Macon, Georgia the 26th day of January, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on March 11, 2026: In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are using the internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and 2025 Annual Report, and voting via the internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. The Proxy Statement, form of proxy card and 2025 Annual Report also are available free of charge at www.proxyvote.com.

Unless otherwise indicated, or the context otherwise requires, “Company”, “Blue Bird”, “we”, “our” or “us” refers to Blue Bird Corporation and its direct and indirect subsidiaries. The Company’s principal executive offices are located at 3920 Arkwright Road, Suite 200, Macon, Georgia 31210.

This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by Blue Bird’s Board of Directors (the “Board”) on behalf of the Company, for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), from the holders of the Company’s common stock, $0.0001 par value (the “Common Stock”) to be held on Wednesday, March 11, 2026 at the hour of 9:00 a.m. (local time) at the Company’s corporate headquarters, 3920 Arkwright Road, Suite 200, Macon, Georgia 31210, and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Annual Meeting (the “Notice of Meeting”).

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we mailed the Notice of Internet Availability of Proxy Materials on or about January 26, 2026 to our stockholders of record (the “Stockholders”) as of the close of business on January 15, 2026 (the “Record Date”). We also provided access to our proxy materials over the Internet beginning on that date. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

The Board has set Thursday, January 15, 2026, as the Record Date for determining voter eligibility. At the Meeting, each Stockholder of record of Common Stock at the close of business on the Record Date will be entitled to vote on all matters proposed to come before the Annual Meeting. Each such Stockholder of record will be entitled to one (1) vote per share of Common Stock on each matter submitted to a vote of the Stockholders, if those shares are represented at the Meeting, either in person or by proxy. As of the Record Date, there were 31,617,002 shares of Common Stock outstanding.

You may vote your shares either by voting in person at the Annual Meeting, by mailing a completed form of proxy if you receive a paper proxy card, or by smartphone/tablet or online. By submitting your form of proxy, you are legally authorizing another person to vote your shares. The persons specified on the enclosed form of proxy are officers of the Company.

If you plan to attend the meeting and vote in person, we will provide a ballot to you when you arrive; however, if your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in Blue Bird’s record of stockholders, and you are considered a “Beneficial Holder.” Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares. If you are a Beneficial Holder, please refer to the information from your bank, broker or other nominee on how to submit voting instructions, which includes the deadlines for submission of voting instructions. Beneficial Holders may vote shares held in street name at the Annual Meeting only if they obtain a signed proxy from the record holder (bank, broker or other nominee) giving the Beneficial Holder the right to vote the shares.

Your proxy is revocable. A Beneficial Holder who has given instructions to its nominee with respect to the voting of its Common Stock may instruct the nominee to thereafter revoke the relevant proxy in accordance with the instructions provided to the Beneficial Holder by its bank, broker or other nominee. A registered Stockholder who has submitted a form of proxy may revoke the proxy: (i) by completing, signing and submitting a form of proxy bearing a later date; (ii) by notifying Mr. Ted Scartz, the Company’s Secretary, by email at [email protected], or in writing to Mr. Ted Scartz, Secretary, c/o Blue Bird Corporation, 3920 Arkwright Road, Suite 200, Macon,

Georgia 31210, before the Annual Meeting that you have revoked your proxy, or (iii) you may attend the Annual Meeting, revoke your proxy and vote in person. Attendance at the Annual Meeting will not itself be deemed to revoke your proxy unless you give notice at the meeting that you intend to revoke your proxy and vote in person as described above.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance so that your vote will be counted if you later decide not to attend the Annual Meeting. Voting your proxy via the internet, smartphone/tablet or mail will not limit your right to vote at the Annual Meeting if you later decide to attend in person, subject to compliance with the foregoing requirements.

The persons named in the form of proxy will vote the shares of Common Stock in respect of which they are appointed in accordance with the instructions of the Stockholder as indicated in the form of proxy. In the absence of such specification, such Common Stock will be voted at the Annual Meeting as follows:

The persons named in the accompanying form of proxy are conferred with discretionary authority to vote the shares of Common Stock in respect of which they are appointed on any amendments to or variations of matters identified in the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement and on any other matters that are properly brought up at the Annual Meeting. In addition, a Stockholder will confer discretionary authority to the proxy holder in respect of one or more of the items of business identified on the proxy form if the Stockholder properly completes and delivers the proxy, but leaves blank the voting selection for that item on the form. If there are amendments or variations to matters identified in the Notice of 2026 Annual Meeting of Stockholders and Proxy Statement, or other matters are properly brought up at the Annual Meeting, it is the intention of the persons designated in the enclosed proxy card to vote in accordance with their discretion and judgment on such matter or business. At the time of printing the Proxy Statement, the members of the Board knew of no such amendments, variations or other matters.

Pursuant to the Company’s Certificate of Incorporation and bylaws, a quorum for the transaction of business at the Annual Meeting is established if holders of a majority in voting power of the Company’s Common Stock issued and outstanding and entitled to vote at the Annual Meeting, are present in person or represented by proxy. For purposes of determining a quorum in accordance with Delaware law, abstentions will be counted as present in determining whether a quorum is established; broker “non-votes” will be counted towards the establishment of a quorum so long as at least one discretionary item is on the meeting’s agenda. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a Beneficial Holder refrains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the Beneficial Holder on how to vote those shares. Under current NASDAQ Global Market (“Nasdaq”) rules, your broker will not have discretion to vote your uninstructed shares with respect to any of the proposals except the proposal to ratify the appointment of our independent registered public accounting firm.

Under our Bylaws, all matters other than the election of directors shall be determined by the vote of a majority of the votes cast by the Stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter requires a different vote by applicable law, our Certificate of Incorporation or Bylaws or applicable

stock exchange rules. Abstentions and broker “non-votes” will not be counted as votes cast and will not affect the voting results for any of the proposals identified in the Notice of 2026 Annual Meeting of Stockholders, other than with respect to Proposal Three (the Officer Exculpation Amendment), where abstentions and broker “non-votes” will have the effect of a vote against Proposal Three.

The proposals being considered and voted on at the Annual Meeting are subject to the following standards for approval:

Proposal One – To elect directors, a plurality of the votes cast is required. This means that the nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. In an uncontested election, where the number of nominees and available board seats are equal, each nominee is elected upon receiving just one “for” vote. Stockholders are allowed to withhold authority to vote “for” one or more nominees. Withholding a vote allows Stockholders to communicate their dissatisfaction with a given nominee, but it has no legal effect on the outcome of the election.

Proposal Three – The Officer Exculpation Amendment requires the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote thereon, voting as a single class.

Proposals Two, Four, Five and Six – The remaining proposals require the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote.

In compliance with the proxy rules promulgated by the SEC, our Proxy Statement and the 2025 Annual Report to Stockholders are available over the internet at www.proxyvote.com, a website established specifically for access to such materials. Such materials are also available on the Company’s website at www.blue-bird.com.

The Company will bear the cost of soliciting proxies on behalf of the Company. Our directors, officers and employees may also solicit proxies in person or by telephone, electronic transmission and facsimile transmission. We will not specially compensate our directors, officers and employees for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. We will also reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to Beneficial Holders of our Common Stock.

The following table sets forth information known to us (by required filings with the SEC) regarding beneficial ownership of shares of our Company’s Common Stock on January 15, 2026 by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it (i) possesses sole or shared voting or investment power over that security or (ii) has the right to acquire beneficial ownership of the security within sixty (60) days, including options, rights, warrants or convertible securities that are currently exercisable or exercisable within sixty (60) days. As of the record date, January 15, 2026, there were 31,617,002 shares of Common Stock outstanding.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

The Company’s Board is presently comprised of eight (8) members and is classified into three separate classes of directors. One class of directors is normally elected at each annual meeting of stockholders for a term of three (3) years. At the 2026 Annual Meeting, Stockholders will elect two (2) members to the Board, each of whom will serve as a Class III director, to hold office until the 2029 Annual Meeting of Stockholders. The Board has nominated Douglas Grimm and Dan Thau for election as Class III directors for terms of office of three (3) years, and until their successors are elected and qualified. Mr. Philip Horlock, formerly a Class III director, submitted his resignation and retirement from the Board effective December 24, 2025. At this time the Board has determined to leave vacant the third seat of the Class III Directors.

As stated above, the terms of the Class III directors will expire at the 2026 Annual Meeting of Stockholders. The terms of the Class I directors, including Edward T. Hightower, Kevin Penn and John F. Wyskiel, will expire at the Annual Meeting of Stockholders in 2027. The terms of the Class II directors, including Mark Blaufuss, Julie A. Fream, and Simon J. Newman, will expire at the Annual Meeting of Stockholders in 2028. See “INFORMATION CONCERNING MANAGEMENT” for more information on our Board members.

It is the intention of the proxy agents named in the proxy, unless otherwise directed, to vote such proxies for the election of the Class III nominees. Should any of such nominees be unable to accept the office of director, an eventuality which is not anticipated, proxies may be voted with discretionary authority for a substitute nominee or nominees designated by the Board.

The Board unanimously recommends that Stockholders vote “FOR” the election of Douglas Grimm and Dan Thau as Class III directors of the Company.

On November 21, 2025, our Board approved the Amended and Restated 2015 Omnibus Equity Incentive Plan (the “Amendment and Restatement” or the “Incentive Plan”). The Amendment and Restatement, among other revisions described below, increases the number of shares of our $0.0001 par value Common Stock reserved to and available for awards under the Incentive Plan from 5,200,000 shares to 6,100,000 shares, an increase of 900,000 shares. As required by Nasdaq regulations and certain federal tax laws, the Board has directed that the Amendment and Restatement be submitted to our Stockholders for approval at the Annual Meeting (the “Incentive Plan Proposal”). A copy of the full text of the Amended and Restated 2015 Omnibus Equity Incentive Plan is attached to this Proxy Statement as Appendix A and incorporated herein by reference.

Our 2015 Omnibus Equity Incentive Plan was last amended and restated in December 2019, and was approved by our Stockholders at the 2020 Annual Meeting. At that time the amended and restated plan increased the shares reserved for issuance under the plan from 3,700,000 shares to 5,200,000 shares, an increase of 1,500,000 shares.

The purpose of the Incentive Plan is to provide a means whereby our eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to us. Our Board believes that the Incentive Plan will advance our interests and the interests of our Stockholders through this purpose. By means of this Incentive Plan, we seek to retain the services of our employees, officers, non-employee directors and other individual service providers and to provide incentives for these persons to exert maximum efforts for our success.

The Incentive Plan allows us to grant a broad array of equity and cash-based incentives to secure and retain the services of our employees, officers, non-employee directors, consultants and advisors, and to provide long-term incentives that align the interests of the participants in the Incentive Plan with the interests of our Stockholders. Our Board believes that the Incentive Plan is an integral part of our long-term compensation philosophy and that the Incentive Plan is necessary to continue providing appropriate levels and types of equity and cash-based incentive compensation. In particular, equity compensation aligns the interests of our employees, officers and directors with our Stockholders and is a key component in attracting and retaining top talent. Granting equity compensation is a common element of compensation offered by our competitors and is a highly valued benefit that we believe is necessary for us to effectively compete in our markets.

We currently grant equity awards solely under the Incentive Plan. As of December 31, 2025, there are 137,862 shares available for equity award grants under the Incentive Plan (without the proposed share increase).

If the Incentive Plan is not approved by our Stockholders, the existing Amended and Restated 2015 Omnibus Equity Incentive Plan will continue in effect, but we will be limited in the grants that we will be able to make to our existing employees, officers, non-employee directors and consultants/advisors as well as new employees in light of our future growth plans, and we anticipate that there will be no shares available under the currently existing plan to make additional equity grants in less than one year. These circumstances would place us in a materially disadvantageous position when compared with our competitors, resulting in challenges with respect to employee acquisition and retention. It is essential that we continue the use of equity compensation to position ourselves effectively in the market and allow us to hire the best candidates for open positions and retain our most skilled employees, in each case to enable us to achieve our strategic objectives, which include increasing Stockholder value by growing our business. Without the approval of the Incentive Plan and an additional share reserve, we will be less able to compete effectively in a highly competitive market. This could ultimately result in the loss of critical talent and inhibit our ability to meet our future growth objectives. In addition, we may be required to increase the cash compensation components of our compensation program to offset our inability to provide equity-based compensation.

The Amendment and Restatement provides for three material, substantive changes to the existing equity incentive plan, as follows:

We are seeking an increase to the maximum number of Incentive Plan shares which may be issued as Full Value Awards because we have fully utilized the earlier maximum of 2,500,000 shares, which is the number which was originally contained in our Incentive Plan in 2015. Also, for the past two years, we have used, almost exclusively, restricted stock unit (RSU) awards in our equity incentive programs, and have moved away from the routine use of stock option awards; therefore, because all shares currently awarded under the program are at full value, the Committee recommends that the limit on full value shares be increased to match the total shares requested for the Incentive Plan.

The Amendment and Restatement also corrects certain outdated, stale or incorrect references and makes certain other clarifications. In particular, the revisions reflect the removal of the provisions related to the Internal Revenue Code (the “IRC”) Section 162(m) performance-based exception (Section 14), which has not been available since 2017. To the extent there may be any outstanding awards that are considered grandfathered for IRC Section 162(m) purposes (which would have to have been outstanding as of November 2, 2017, and not materially modified subsequently), language has been added to the effect that such awards would remain subject to the Incentive Plan as in effect as of that date so as to preserve the grandfathered status, but otherwise the IRC Section 162(m) provisions have been removed.

Beyond the IRC Section 162(m) related changes, the Amendment and Restatement includes new language in the restricted stock unit (“RSU”) awards provisions (Section 9.1) to make clear that 100% immediately vested RSUs may be granted, and an additional provision (Section 15.1(b)(ii)) limiting certain powers held by the Committee (as defined in the Incentive Plan) in the event of a change in control to ensure they are settled in compliance with IRC Section 409A.

If the Incentive Plan Proposal is approved by our Stockholders at the Annual Meeting, we intend, as soon as practicable thereafter, to file a Registration Statement on Form S-8 with the SEC to register the additional authorized shares reserved to the Incentive Plan under the Securities Act of 1933, as amended, and to list such shares on the Nasdaq Global Market.

Our Board of Directors unanimously recommends that our Stockholders approve and adopt this Incentive Plan Proposal and the Amendment and Restatement.

The Amendment and Restatement includes provisions that are designed to protect our Stockholders’ interests and to reflect best practices including:

In determining the size of the share request under the Amendment and Restatement, we consulted our independent compensation consultant, and our Compensation Committee considered, among other things, our outstanding equity awards, our stock price and volatility, our projected recruiting and retention needs, the potential dilution of our equity compensation program, the voting guidelines of certain institutional investors and proxy advisory firms, and the advice of our independent compensation consultant. We continue to believe that equity awards are a vital part of our overall compensation program. However, we recognize that equity awards dilute existing Stockholders, and therefore, we must responsibly manage the growth of our equity compensation program. We are committed to monitoring our equity compensation share reserve effectively, including our “burn rate,” to ensure that we continue to strive to maximize Stockholder value by granting the appropriate number of equity incentive awards necessary to attract, reward and retain employees.

The following description of the principal terms of the Incentive Plan is a summary and is qualified in its entirety by the full text of the Incentive Plan, which is attached as Appendix A hereto.

Administration. The Incentive Plan will be administered by the Compensation Committee of our Board, which shall have the powers and authority necessary or appropriate to carry out its functions as described in the Incentive Plan. The Compensation Committee has discretion to determine the individuals to whom, and the time or times at which, awards may be granted under the Incentive Plan, the number of shares of our Common Stock, units or other rights subject to each award, the exercise, base or purchase price of an award (if any), the type of award, the manner in which such awards will vest, become exercisable or payable, the performance criteria, performance goals and other terms and conditions applicable to awards. The Compensation Committee is authorized to interpret the Incentive Plan, to establish, amend and rescind any rules and regulations relating to the Incentive Plan and to make any other determinations that it deems necessary or desirable for the administration of the Incentive Plan. All decisions, determinations and interpretations by the Compensation Committee, and any rules and regulations under the Incentive Plan and the terms and conditions of or operation of any award, are final and binding on all participants. The Compensation Committee also has authority to amend any outstanding option or other award, provided that no such action shall adversely affect the rights of a participant. Subject to the change in control and adjustment provisions contained in the Incentive Plan, the Compensation Committee does not have the authority to reprice outstanding options without Stockholder approval.

Eligibility. Any employee, officer, director, consultant, advisor or other individual service provider of ours or any of our subsidiaries, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of ours or any of our subsidiaries is eligible to participate in

the Incentive Plan. An entity providing us with consulting, advisory or other services is eligible to participate in the Incentive Plan as long as the entity qualifies as a “natural person” under applicable securities law requirements. As of December 31, 2025, Blue Bird had approximately 22 employees (including four executive officers) and seven non-employee directors who are eligible to participate in the Incentive Plan. In addition, upon annual recommendation by Management, the Committee considers for one-time awards a limited number of certain individuals who are not regular participants in the program, but have demonstrated notable performance over the previous fiscal year.

Shares Subject to the Incentive Plan. If the Incentive Plan Proposal is approved at the Annual Meeting, the aggregate number of shares of our Common Stock available for issuance under the Incentive Plan will be 6,100,000, subject to the adjustment provisions included in the Incentive Plan for stock splits, stock dividends or similar transactions. Incentive stock options may be granted under the Incentive Plan with respect to all of those shares. If the Incentive Plan Proposal is approved at the Annual Meeting, the number of shares of our Common Stock that may be issued with respect to “Full Value Awards” will be 3,400,000. A Full Value Award is any award other than an option, stock appreciation right, or other award for which the participant pays the intrinsic value of the award (whether directly or by forgoing a right to receive a cash payment). To the extent that any award under the Incentive Plan that is payable in shares of our Common Stock is forfeited, cancelled, returned to us for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock subject to the award will again be available for future grants. Common shares subject to an award under the Incentive Plan will not again be available for issuance if such shares are (i) withheld or tendered by a participant to pay the exercise price of a stock option or to satisfy tax withholding obligations associated with an award or (ii) subject to a stock appreciation right and not issued or delivered upon the net settlement of such stock appreciation right. In addition, shares of our Common Stock subject to awards that are settled in cash (in lieu of shares) will not be counted against the number of shares reserved under the Incentive Plan and will also be available for new awards.

Types of Awards. The Compensation Committee may grant nonqualified stock options, or NSOs, incentive stock options, or ISOs, stock appreciation rights, or SARs, restricted stock, restricted stock units, or RSUs, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards under the Incentive Plan. The terms of each award will be set forth in an agreement with the recipient.

Stock Options. The Compensation Committee will determine the exercise price and other terms for each option and whether the options will be NSOs or ISOs. The exercise price per share of each option will not be less than 100% of the fair market value of our Common Stock on the date of grant; if the option is an ISO and the optionee owns greater than ten percent (10%) of the voting power of all of our shares of capital stock (a “Ten Percent Holder”), the exercise price will be the price required by the IRC, currently 110% of fair market value. The closing sale price of a share of our Common Stock as reported on Nasdaq on January 14, 2026 was $48.90. ISOs may be granted only to employees and are subject to certain other restrictions. To the extent an option intended to be an ISO does not qualify as an ISO, it will be treated as a nonqualified option. A participant may exercise an option by notice and payment of the exercise price in cash or, as determined by the Compensation Committee, through delivery of previously owned shares, the withholding of shares deliverable upon exercise, a cashless exercise program implemented by the Compensation Committee, and/or such other method as approved by the Compensation Committee and set forth in an award agreement. The maximum term of any option granted under the Incentive Plan is ten years from the date of grant, unless the option is an ISO and the optionee is a Ten Percent Holder, in which case the option will be exercisable for no more than five years after its date of grant. The Compensation Committee may, in its discretion, permit a holder of an NSO to exercise the option before it has otherwise become exercisable, in which case the shares of our Common Stock issued to the recipient will be restricted stock having analogous vesting restrictions to the unvested NSO before exercise.

Stock Appreciation Rights. The Compensation Committee may grant SARs independent of or in connection with an option. The Compensation Committee will determine the other terms applicable to SARs. The base price per share of each SAR will not be less than 100% of the fair market value of our Common Stock on the date of grant. The maximum term of any SAR granted under the Incentive Plan will be ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to:

Payment may be made in shares of our Common Stock, in cash, or partly in shares of our Common Stock and partly in cash, all as determined by the Compensation Committee and set forth in the award agreement.

Restricted Stock and Restricted Stock Units. The Compensation Committee has the authority to award restricted shares of our Common Stock and/or RSUs under the Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs confer the right to receive shares of our Common Stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance-based conditions. Unless the Compensation Committee determines otherwise at the time of grant, holders of restricted stock will have the right to vote the shares and receive all dividends and other distributions. If dividends or other distributions are paid on restricted stock subject to performance-based vesting conditions while such an award remains subject to restrictions, the dividends or other distributions will be subject to the same restrictions as the shares of Common Stock to which they relate. If dividend equivalents are paid on restricted stock units subject to performance-based vesting conditions while such an award remains subject to restrictions, the dividend equivalents will be subject to the same restrictions as the restricted stock units to which they relate. The Incentive Plan authorizes us to withhold shares of our Common Stock from participants having a fair market value equal to our withholding obligation with respect to restricted stock and RSUs.

Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the Incentive Plan. Performance shares and performance units are awards, payable in shares of our Common Stock, cash or a combination thereof, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee and set forth in the award agreement. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units. If dividend equivalents are paid on performance shares while such an award remains subject to restrictions, the dividend equivalents will be subject to the same restrictions as the performance shares to which they relate.

Incentive Bonus Awards. The Compensation Committee may award incentive bonus awards payable in cash or settled through the issuance of unrestricted shares of our Common Stock, restricted stock awards or RSUs, as determined by the Compensation Committee. Incentive bonus awards may be based upon the attainment of specified levels of our performance or that of our subsidiaries. The Compensation Committee will determine the terms and conditions applicable to each incentive bonus award. Assuming other applicable conditions are satisfied, incentive bonus awards previously enabled us to pay annual bonuses and provide long-term incentive awards that are structured as IRC Section 162(m) Awards (described further below) to our named executive officers that are exempt from the deduction limits set forth in IRC Section 162(m). However, as discussed further below, based on changes in the IRC, the exemption from IRC Section 162(m) for performance-based compensation that would allow IRC Section 162(m) Awards to be deductible is no longer available.

Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of stock-based or cash-based awards under the Incentive Plan, including the grant or offer for sale of unrestricted shares of our Common Stock, in such amounts and subject to such terms and conditions as the Compensation Committee determines.

IRC Section 162(m) Awards. The Incentive Plan previously contained provisions that allowed the Compensation Committee to grant restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other stock-based awards and/or other cash-based awards that were intended to satisfy an exemption previously available to the deduction limitation under IRC Section 162(m) for performance-based compensation (“Section 162(m) Awards”). However, the Tax Cuts and Jobs Act amended IRC Section 162(m) to eliminate the performance-based compensation exemption, generally effective for tax years beginning after December 31, 2017. While there is a transition rule for compensation paid pursuant to a written binding contract in effect on November 2, 2017 that has not been materially modified or renewed (as defined in Notice 2018-68) to continue pursuant to the terms of the Incentive Plan in effect as of November 2, 2017, the performance-based exception to IRC Section 162(m) is not otherwise currently available. As such, the exemption from IRC Section 162(m) for performance-based compensation is not available for any awards made under the Inventive Plan after November 2, 2017.

Vesting. The Compensation Committee determines the vesting conditions, if any, of awards. Full Value Awards granted to eligible employees will, except for acceleration of vesting due to death, disability, retirement or a change in control, vest over a period of not less than three years or, in the case of vesting upon the attainment of performance goals, over a period of not less than one year. However, Full Value Awards granted to eligible employees that result in the issuance of up to 5% of the shares available for issuance may be granted without such minimum vesting limitations.

Transferability. Awards granted under the Incentive Plan will not be transferable other than by will or by the laws of descent and distribution, unless otherwise permitted by the Compensation Committee (other than with respect to ISOs) for family and/or estate planning purposes or to a charitable organization designated by the holder.

Clawback and Forfeiture. Awards under the Incentive Plan and compensation directly attributable thereto may be made subject to forfeiture, recovery by us or other action pursuant to our Clawback Policy and any compensation recovery practices in effect from time to time or as otherwise required by law.

Change in Control. The Compensation Committee may, at the time of the grant of an award, provide for the effect of a change in control (as defined in the Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee, or (iv) such other modification or adjustment to an award as the Compensation Committee deems appropriate to maintain and protect the rights and interests of participants upon or following a change in control. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become vested and immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part, provided that such change does not violate IRC Section 409A; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, RSUs, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our Common Stock on the date of the change in control; (f) cancel any option or SAR in exchange for cash and/or other substitute consideration based on the value of our Common Stock on the date of the change in control, and cancel any option or SAR without any payment if its exercise price exceeds the value of our Common Stock on the date of the change in control; (g) cancel any RSU or performance unit in exchange for cash and/or other substitute consideration with a value equal to the fair market value of a share of our Common Stock on the date of the change in control; (h) cancel any unvested award without any payment; or (i) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

Term; Amendment and Termination. Unless sooner terminated, the current Incentive Plan would terminate on December 10, 2029, but the Incentive Plan will continue thereafter while previously granted options or other awards remain subject to the Incentive Plan. The Amended and Restated Incentive Plan would extend the term to November 21, 2035, unless sooner terminated. Our Board may amend, alter or discontinue the Incentive Plan in any respect at any time, but no amendment may materially and adversely affect the rights of a participant under any awards previously granted, without his or her consent.

The following is a summary of the general federal income tax consequences relating to the grant and exercise of awards under the Incentive Plan and the subsequent sale of our Common Stock that will be acquired under the Incentive Plan. The tax effect of exercising awards may vary depending upon the particular circumstances, and the income tax laws and regulations change frequently. This summary is general in nature and does not purport to be a complete statement of all federal income tax consequences.

Nonqualified Stock Options. There will be no federal income tax consequences to a participant or to us upon the grant of a nonqualified stock option. When the participant exercises a nonqualified option, he or she will recognize ordinary income (and subject to tax withholding with respect to an employee) in an amount equal to the excess of the fair market value of the option shares on the date of exercise over the exercise price, and we will be allowed a corresponding tax deduction, subject to any applicable limitations under IRC Section 162(m). Any gain that a participant realizes when the participant later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the participant held the shares.

Incentive Stock Options. There will be no federal income tax consequences to a participant or to us upon the grant of an incentive stock option. If the participant holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise of the option, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and we will not be entitled to a federal income tax deduction. If the participant disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, the participant will recognize taxable ordinary

income (and subject to tax withholding with respect to an employee) in an amount equal to the difference between the exercise price and the lesser of the fair market value of the shares on the date of exercise or the disposition price, and we will be allowed a federal income tax deduction equal to such amount, subject to any applicable limitations under IRC Section 162(m). Any amount received by the participant in excess of the fair market value on the exercise date will be taxed to the participant as capital gain, and we will receive no corresponding deduction. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be a tax preference item that could subject a participant to alternative minimum tax in the year of exercise.

Stock Appreciation Rights. The participant will not recognize income, and we will not be allowed a tax deduction, at the time a stock appreciation right is granted. When the participant exercises the stock appreciation right, the cash or fair market value of any of our Common Stock received will be taxable to the participant as ordinary income (and subject to tax withholding with respect to an employee), and we will be allowed a federal income tax deduction equal to such amount, subject to any applicable limitations under IRC Section 162(m).

Restricted Stock. Unless a participant makes an election to accelerate recognition of income to the grant date as described below, the participant will not recognize income, and we will not be allowed a compensation tax deduction, at the time restricted stock is granted. When the restrictions lapse, the participant will recognize ordinary income (and subject to tax withholding with respect to an employee) equal to the fair market value of the Common Stock as of that date, less any amount paid for the stock, and we will be allowed a corresponding tax deduction, subject to any applicable limitations under IRC Section 162(m). If the participant files an election under IRC Section 83(b) within 30 days after the grant date, the participant will recognize ordinary income as of the grant date equal to the fair market value of the stock as of that date, less any amount paid for the stock, and we will be allowed a corresponding compensation tax deduction at that time, subject to any applicable limitations under IRC Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, such participant will not be able to recover the tax previously paid pursuant to the IRC Section 83(b) election.

Restricted Stock Units, Performance Awards, and Incentive Bonus Awards. A participant will not recognize income, and we will not be allowed a compensation tax deduction, at the time a restricted stock unit, performance award or incentive bonus award is granted. When a participant receives payment under a restricted stock unit, performance award or incentive bonus award, the amount of cash received and the fair market value of any shares of stock received will be ordinary income to the participant (and subject to tax withholding with respect to an employee), and we will be allowed a corresponding compensation tax deduction at that time, subject to any applicable limitations under IRC Section 162(m).

Potential Limitation on Company Deductions. IRC Section 162(m) denies a deduction to any publicly held corporation to the extent it pays compensation in excess of $1 million to the following “covered individuals” for a taxable year: our chief executive officer, chief financial officer, and three other most highly compensated named executive officers. Additionally, the “covered individuals” for each taxable year include any individual who was previously an IRC Section 162(m) “covered individual” for any year beginning after December 31, 2016. Previously, certain kinds of compensation, including qualified “performance-based compensation,” were disregarded for purposes of the deduction limitation. In late 2017, IRC Section 162(m) was amended to eliminate the exemption for performance-based compensation, other than for certain grandfathered arrangements in place as of November 2, 2017. While the Compensation Committee believes that tax deductibility of compensation is an important consideration, the ultimate goal of the Compensation Committee is to provide compensation that is in the best interests of the Company. Therefore, to maintain flexibility to compensate our executives in a manner designed to promote long-term corporate goals and objectives, the Compensation Committee has not adopted a formal policy with respect to the deductibility of executive compensation or requiring that executive compensation have favorable tax treatment to the Company. In addition, no deduction will be allowed to us for any amounts that are treated as “excess parachute payments” under IRC Section 280G in the event of a change in control.

Tax Withholding. As and when appropriate, we shall have the right to require each optionee purchasing shares of our Common Stock and each grantee receiving an award of shares of our Common Stock under the Incentive Plan to pay any federal, state or local taxes required by law to be withheld.

The following table provides information for all equity compensation plans at September 27, 2025 (our most recent fiscal year end), under which the equity securities of the Company were authorized for issuance:

We cannot currently determine the precise benefits or number of shares subject to awards that may be granted in the future to our employees, officers and non-employee directors or other eligible participants with respect to newly available authorized shares under the Incentive Plan. The grant of equity awards under the Incentive Plan is discretionary, and any such grants of equity awards will be made in the sole discretion of the Compensation Committee, in such amounts and to such persons as it deems appropriate. The Compensation Committee generally determines and makes annual awards under the Incentive Plan after our fiscal year end for the following fiscal year, at the same time that the Compensation Committee reviews and approves our annual non-equity incentive programs, such as our Management Incentive Plan (“MIP”).

Assuming the Incentive Plan Proposal is approved at the Annual Meeting, we expect the Compensation Committee to grant RSUs under the Incentive Plan to our directors, executive officers, and certain other employees on an annual basis. Awards of RSUs are generally split between time-based vesting and vesting (or forfeiture) upon the achievement of certain performance criteria set by the Compensation Committee. See “DIRECTOR AND EXECUTIVE COMPENSATION” for information on awards made under the Incentive Plan in fiscal year 2025.

The approval of the Incentive Plan Proposal and the Amendment and Restatement of the Incentive Plan requires the affirmative vote of a majority of the votes cast in person or by proxy and entitled to vote thereon at the Annual Meeting, assuming that a quorum is present. Broker “non-votes” and abstentions will have no effect with respect to the approval of this proposal.

The Board unanimously recommends that Stockholders vote “FOR” approval of the Incentive Plan Proposal and the Amended and Restated 2015 Omnibus Equity Incentive Plan.

As part of its continuing review of our corporate governance standards and practices, the Board has unanimously adopted, approved and declared advisable an amendment to the Blue Bird Corporation Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect Delaware law related to the limitation of liability of corporate officers (the “Officer Exculpation Amendment”). The Board recommends that our Stockholders approve the Officer Exculpation Amendment.

Effective August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended (“Amended 102(b)(7)”) to enable a corporation to include in its certificate of incorporation a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances. Previously, Section 102(b)(7) of the DGCL provided for the ability to exculpate directors only and our Certificate of Incorporation currently limits the monetary liability of our directors in certain circumstances consistent with Section 102(b)(7) of the DGCL. Amended 102(b)(7) allows for the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Further, Amended 102(b)(7) does not permit a corporation to exculpate covered officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Under Amended 102(b)(7), the officers who may be exculpated include a person who (i) is the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful, (ii) is or was identified in the corporation’s public filings with the SEC because such person is or was one of the most highly compensated executive officers of the corporation at any time during the course of conduct alleged in the action or proceeding to be wrongful, or (iii) has consented to services of process in Delaware by written agreement (the “Covered Officers”).

The proposed Officer Exculpation Amendment would allow for the exculpation of our officers to the fullest extent permitted by the DGCL. As described above, this currently means that the proposed Officer Exculpation Amendment would allow for the exculpation of Covered Officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate such officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Further, the Officer Exculpation Amendment would not limit the liability of Covered Officers for any breach of the duty of loyalty to the corporation or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which a Covered Officer derived an improper personal benefit.

Our Board believes that adopting the Officer Exculpation Amendment would better position the Company to attract top officer candidates and retain our current officers. The Officer Exculpation Amendment would also more closely align the protections available to our officers with those already available to our directors. We believe that failing to adopt the Officer Exculpation Amendment could negatively impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense, and other risks of legal proceedings exceeds the benefits of serving as an officer of the Company.

In addition, adopting the Officer Exculpation Amendment would enable the officers to exercise their business judgment in furtherance of the interests of the Stockholders without the potential for distraction posed by the risk of personal liability. The nature of the role of officers often requires them to make decisions on crucial matters. Frequently, officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. The Board believes that limiting our current and prospective

officers’ concerns about personal risk would empower officers to best exercise their business judgment in furtherance of stockholder interests and better position the Company to retain our current officers and attract top officer candidates. We believe that enhancing our ability to retain and attract talented and experienced officers is in the best interests of the Company and our Stockholders and we should seek to assure such persons that exculpation under certain circumstances is available.

If our Stockholders approve this proposal, section 8.1 of Article VIII, “LIMITED LIABILITY; INDEMNIFICATION,” will be amended and restated in our Certificate of Incorporation to read as follows (additions/changes to the original Section 8.1 are indicated by blue text and underlining):

If our Stockholders approve the Officer Exculpation Amendment, our Board has authorized our officers to prepare and file a Certificate of Amendment with the Secretary of State of the State of Delaware (“Delaware Secretary of State”) to effect the Officer Exculpation Amendment, which we anticipate doing as soon as practicable following Stockholder approval of the Officer Exculpation Amendment at the Annual Meeting, and the Certificate of Amendment would become effective upon acceptance by the Delaware Secretary of State. All other sections of the Certificate of Incorporation would be maintained in their current form.

If our Stockholders do not approve the Officer Exculpation Amendment, the Certificate of Amendment will not be filed with the Delaware Secretary of State, and the current Certificate of Incorporation would remain in effect in its entirety. However, even if our Stockholders approve the Officer Exculpation Amendment, our Board retains discretion under Delaware law to determine when to file the Certificate of Amendment with the Delaware Secretary of State and to abandon the Officer Exculpation Amendment notwithstanding prior Stockholder approval of the Officer Exculpation Amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE OFFICER EXCULPATION AMENDMENT CONSISTENT WITH DELAWARE LAW.

We are requesting your advisory approval of the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion set forth in this Proxy Statement. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote and is required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Annual Meeting, we are also submitting a proposal for an advisory vote regarding the frequency of say-on-pay votes on executive compensation in the future. See Proposal Five: “Advisory Vote on the Frequency of the Vote on Executive Compensation” herein.

Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects Company performance, job complexity, and strategic value of the position, while ensuring long-term retention, motivation, and alignment with the long-term interests of the Company’s Stockholders. We believe the compensation program for our Named Executive Officers has been instrumental in helping the Company achieve strong financial performance in the challenging macroeconomic environment over the past few years. We encourage you to carefully review the “Compensation Discussion and Analysis” for additional details on the Company’s executive compensation, including the Company’s compensation philosophy and objectives, as well as the processes our Compensation Committee used to determine the structure and amounts of the compensation of our Named Executive Officers in the fiscal year ended September 27, 2025.

We are asking you to indicate your support for the compensation of our Named Executive Officers as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we are asking you to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting:

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action because of the vote and when making future compensation decisions for our Named Executive Officers.

The Board unanimously recommends that stockholders vote “FOR” the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

As required by the Exchange Act, we are presenting this proposal, which gives you as a Stockholder the opportunity to inform the Company as to how often you wish the Company to include a “say-on-pay” proposal in our Proxy Statement (a “say-on-frequency” vote). While this say-on-frequency vote is advisory in nature and therefore will not bind us to adopt any particular frequency, our Board will consider the outcome of the Stockholder vote in determining how frequently we will hold “say-on-pay” votes.

Please note that as a Stockholder you have the choice to vote for one of the following choices, as indicated on the proxy card: to hold the advisory vote on executive compensation every year, every two years, every three years, or to abstain from voting.

The Board values constructive dialogue on executive compensation and other important governance topics with our Stockholders. The Board supports an advisory vote every year to obtain information on Stockholder sentiment about our executive compensation programs and respond to feedback and the vote results.

Stockholders are not voting to approve or disapprove the recommendation of the Board that the non-binding advisory vote on the compensation of our Named Executive Officers be held every year. For purposes of the non-binding advisory vote on this Proposal, the Board will take into consideration the outcome of the Stockholder vote on each of the alternatives set forth in the proxy card with respect to this Proposal.

The Board unanimously recommends that stockholders vote “FOR” the “1 YEAR” say-on-frequency choice set out in the proxy card.

BDO USA, P.C. served as our independent registered public accounting firm for the fiscal year ended September 27, 2025, and has been selected to serve as our independent registered public accounting firm for the 2026 fiscal year ending October 3, 2026. The Board proposes that Stockholders ratify this selection at the Annual Meeting. Management is not aware that such firm nor any of its members or associates has or has had during the past year any financial interest in us, direct or indirect, or any relationship with us other than in connection with their professional engagement.

Stockholder ratification of this appointment is not required. The Board has submitted this proposal to the Stockholders because it believes the Stockholders’ views on the matter should be considered, and if the proposal is not approved, the Board may reconsider the appointment. Representatives of BDO USA, P.C. are expected to be present at the Annual Meeting.

The Board unanimously recommends that Stockholders vote “FOR” the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for fiscal year 2026.

Our current directors, nominees for director and executive officers are set forth below.

Edward T. Hightower has been a Class I director of the Company since October 23, 2024. Mr. Hightower is the founder and managing director of Motoring Ventures LLC, an investment, growth, strategy, and operations consulting firm focused on driving value in the global automotive industry, since 2011. Mr. Hightower previously served as CEO and President of Lordstown Motors Corp., an original equipment manufacturer (“OEM”) of electric vehicles (“EV”) for the commercial fleet market, from 2021 to 2024. In June 2023, Lordstown filed a petition under the federal bankruptcy laws; a reorganization plan was approved in March 2024. He led the operational turnaround of the company and the launch of its first vehicle, the Endurance all-electric full-size pickup truck. Lordstown was one of the few new light-duty EV OEMs to successfully develop, launch and deliver vehicles to customers. Mr. Hightower also served as CEO of the EV design and engineering joint venture between Lordstown and Foxconn, a Taiwanese electronics manufacturer. In addition, Mr. Hightower held senior engineering, marketing and business development roles at Ford Motor Company, BMW of North America and General Motors Company. Mr. Hightower also worked as a hands-on growth, strategy, operations and M&A consultant at AlixPartners, LLP. Mr. Hightower holds a B.S. degree in General Engineering from the University of Illinois Urbana-Champaign and an M.B.A. degree from the University of Michigan Ross School of Business. Mr. Hightower has been selected to serve on our board of directors based upon his extensive executive experience in the automotive industry, including product development, engineering, brand marketing and profitability improvement.

Kevin Penn has been a Class I director of the Company since June 3, 2016, and has served as a Managing Director of American Securities LLC since 2009. Mr. Penn served as Chairman of the Board of Blue Bird Corporation from 2016 to August 2024 and is currently Chairman of the Board of Learning Care Group, NWN Carousel, Conair and SOLV Energy. Prior to joining American Securities, Mr. Penn founded and headed ACI Capital Co., LLC (in 1995). Previously, Mr. Penn was Executive Vice President and Chief Investment Officer for a family investment company, First Spring Corporation, where he managed private equity, direct investment, and public investment portfolios. Earlier in his career, Mr. Penn was a Principal with the private equity firm Adler & Shaykin, and was a founding member of the Leveraged Buyout Group at Morgan Stanley & Co. Mr. Penn holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School of Business and an M.B.A. degree from Harvard Business School with high distinction. Mr. Penn has been selected to serve on our board of directors based on his knowledge of Blue Bird Corporation and his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies.

John F. Wyskiel was appointed by the Board as President and CEO on January 22, 2025, effective February 17, 2025, and was also elected a Class I Director, effective February 17, 2025. Mr. Wyskiel is an automotive industry veteran who has more than 35 years of experience in manufacturing leadership, operational excellence and global supply chain management. Mr. Wyskiel returned to Blue Bird after a 20-year career at Magna International, where he

most recently served as President of Magna Seating, from January 2020 to January 2025. In this role, he was responsible for leading a $6 billion business with 33,000 employees across 60 manufacturing facilities in 15 countries. Before then, Mr. Wyskiel served as General Manager of Blue Bird Coach in Canada, one of the largest manufacturers of Type A and Type C school buses, from 2002 to 2004. Prior to that, he held various senior manufacturing, operations, engineering, product management and sales roles at Dana Corporation and Borg Warner, both global automotive component suppliers.

Mr. Wyskiel holds a CET Accreditation from Mohawk College of Applied Arts & Technology in Hamilton, Ontario. He is a graduate of the University of Michigan Business School Executive Development Program and of the Global Leadership Executive Fundamentals Program at ISEAD Business School in Paris, France. Mr. Wyskiel has been selected to serve on our board of directors based on his extensive automotive manufacturing and school bus industry experience.

Mark Blaufuss has been a Class II director of the Company since May 31, 2023. Mr. Blaufuss has been a Managing Director and founder of Green & White Advisory, a consulting firm specializing in mergers and acquisitions, as well as strategic and financial advisory services, since 2017. Mr. Blaufuss has also served as an Operating Executive with The Carlyle Group (“Carlyle,” a private equity firm), since February 2019. From September 2020 to December 2022, Mr. Blaufuss served as CFO of Victory Innovations, an early growth stage portfolio company of Carlyle. In 2022, the market collapsed for the company’s primary product, a sterilization device targeted for the Covid-19 pandemic, and the company voluntarily pursued an out of court proceeding under the insolvency statutes of the State of Delaware. This proceeding resulted in the complete liquidation of the company and satisfaction of all outstanding debt to the company’s only secured lender. From 2014 to 2017, Mr. Blaufuss served as CFO of Metaldyne Performance Group, Inc. Mr. Blaufuss also currently serves as a member of the Board of Directors and Audit Committee Chairman of The Jason Group (non-automotive seating and industrial brushes/polishing materials), Worldpac (automotive aftermarket parts distributor), Anchor Glass (manufacturer of glass containers), Highway Roop Precision Technologies (automotive parts manufacturer), Niles Industries (industrial roofing and coating) and Old World Industries (automotive fluids and components). Mr. Blaufuss holds a B.S. degree in Accounting from Michigan State University. Mr. Blaufuss has been selected to serve on our board of directors based on his background in finance and experience as a CFO and senior executive with operating companies and consulting and private equity firms.

Julie A. Fream has been a Class II director of the Company since October 19, 2023. From 2013 to 2024, Ms. Fream was the President and CEO of the MEMA Original Equipment Suppliers, a North American trade association representing over 500 automotive suppliers based in Southfield, Michigan that advocates and advances vehicle suppliers’ business needs in North America. Prior to that position, Ms. Fream served in multiple roles with Visteon Corporation, an $8 billion international automotive component supplier, ultimately as Vice President of the North American Customer Group, Global Communications, and Corporate Strategy. Ms. Fream’s experience includes extensive experience with major corporations in the automotive industry, including General Motors Company, Ford Motor Company, and TRW, Inc. Ms. Fream currently serves on the Board of Directors of Corewell Health and is a member of the executive, compliance, compensation, governance and growth committees. She also serves on the board of directors of Shape Corporation, a privately held automotive supplier, and has previously served on the Board of Directors of Beaumont Health and the Board of Trustees of Michigan Technological University. Ms. Fream holds a B.S. degree in Chemical Engineering from Michigan Technological University and an M.B.A. degree from Harvard Business School. Ms. Fream has been selected to serve on our board of directors based upon her extensive experience in the automotive industry as an executive and a Board member, including work in manufacturing, engineering, program management, sales, marketing, strategy and communications.

Simon J. Newman has been a Class II director of the Company since March 31, 2023. Mr. Newman has over 40 years’ manufacturing industry experience with extensive expertise in the field of precision engineered component manufacturing and executive strategy. In October 2025, Mr. Newman was appointed to the position of President and CEO of Webster Industries, a leading manufacturer of engineered class chains, sprockets, vibrating conveyors and related industrial components. Prior to this appointment, from February 2022 to October 2025, Mr. Newman served as Chairman and CEO of MW Components and Paragon Medical. MW Components is a leading provider of highly engineered springs, specialty fasteners, bellows, and other precision components with manufacturing facilities across the United States, and Paragon Medical is a global contract manufacturing organization (“CMO”), supplying implants and surgical devices to the medical industry. Prior to February 2022, Mr. Newman served as CEO of Form Technologies for 18 years. He began his career with the Dynacast organization, now a Form Technologies division, in 1979,

progressively working through the company in all facets of operations leading to a long and prolific tenure as the Group Chief Executive. Mr. Newman became the CEO of MW Components in 2020, but moved into the role of Chairman in 2023. He is also a member of the Board of Directors of Velentium Holdings LLC and is on the Industrial Advisory Board of Frontenac. Mr. Newman holds a Bachelor of Science degree in Operations Management from California Coast University. Mr. Newman has been selected to serve on our board of directors based on his extensive executive experience in the manufacturing industry.

Douglas Grimm has been a Class III director of the Company since April 1, 2017, and was elected Chairman of the Board in August 2024. Mr. Grimm is the owner and CEO of V-to-X, LLC, which is focused on advising and investing in the mobility sector, since April 2017. From December 2015 to April 2017, Mr. Grimm served as President and Chief Operating Officer of Metaldyne Performance Group, Inc. Mr. Grimm was previously (starting in August 2014) Co-President in connection with the merger of Grede Holdings LLC, HHI Group Holdings and Metaldyne LLC, three established automotive suppliers. Mr. Grimm has also served as Chairman, President and CEO of Grede Holdings LLC and its legacy business, Citation Corporation, since January 2008. Prior to co-founding Grede Holdings LLC, Mr. Grimm served as Vice President - Global Ford, Materials Management, Powertrain Electronics & Fuel Operations of Visteon Corporation, from 2006 to 2008. Prior to that time, Mr. Grimm spent five years at Metaldyne as a Vice President in various executive positions, including Commercial Operations, General Manager of Forging and Casting Operations, as well as having responsibility for global purchasing and quality. Before joining Metaldyne in 2001, Mr. Grimm was with Dana Corporation, and served in various executive positions including Vice President - Global Strategic Sourcing. Prior to that, Mr. Grimm spent 10 years at Chrysler Corporation in progressive management positions.

Mr. Grimm serves as a director for each of Lucid Motors, Pangea Corporation, and Lumileds. Mr. Grimm previously served as Chairman of the Board of Electrical Components International, Inc. Mr. Grimm holds a B.A. degree in Economics and Management from Hiram College (OH), and an M.B.A. degree from the University of Detroit. Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry.

Dan Thau has been a Class III director of the Company since May 19, 2023. Mr. Thau currently serves as CFO of ACES, a leading provider of ABA therapy to individuals with autism spectrum disorder. He has been in that position since June 2024. Previously, Mr. Thau served as a Vice President of American Securities LLC, a private equity firm he joined in 2015. Prior to joining American Securities, Mr. Thau was employed by Goldman Sachs as an analyst in the Financial Institutions Group in New York and in the Israel Group in Tel Aviv. Mr. Thau holds a B.S. degree in Economics from the University of Pennsylvania’s Wharton School and an M.B.A. degree from Harvard Business School. Mr. Thau has been selected to serve on our board of directors based on his experience as a board member of, and executive with, private equity firms that invest in other manufacturing companies.

Information on our current executive officers (other than Mr. Wyskiel) is provided below.

Razvan Radulescu was appointed CFO of the Company effective October 1, 2021. Prior to this appointment, Mr. Radulescu was employed in various management positions by Daimler AG, since 2000. He has over 20 years of experience at Daimler AG in various roles of increasing responsibility in Finance and Controlling, as well as Procurement, including IT and Compliance. From 2020 until he joined the Company, Mr. Radulescu served as General Manager – Procurement and Global Lead Cab Interior/Exterior and Aftersales, for Daimler Trucks North America (“DTNA”), responsible for all production and aftersales purchases, as well as the Global Daimler Trucks Cab Interior/Exterior parts and aftersales. From 2017 to 2020, Mr. Radulescu served as CFO of the Global Powertrain Trucks Business Unit in Stuttgart, Germany. From 2013 to 2017, Mr. Radulescu served as Controller – Freightliner Trucks for DTNA. Mr. Radulescu holds a B.S. degree in Computer Science from the Academy of Economics Studies in Bucharest, Romania and an M.B.A. degree from Case Western Reserve University.

Jeff Sanfrey was appointed in October 2025 as an “executive officer” of the Company (as defined in SEC regulations) in the role of Chief Operating Officer, which position he has held since February 2024. Mr. Sanfrey has responsibility over Manufacturing, Materials, Planning, Logistics, Quality, and Lean Transformation. Mr. Sanfrey joined Blue Bird in 2007, serving in various engineering and operations roles, most recently, prior to his current role, as Engineering and Operations Officer (starting in December 2022). Mr. Sanfrey is an industry veteran with over 30 years

of experience within manufacturing, materials, quality and engineering. Prior to joining Blue Bird, Mr. Sanfrey held various management roles of increasing responsibility within operations at Visteon and Navistar. Mr. Sanfrey holds a Bachelor of Science degree in Chemical Engineering with Highest Honors from Ohio University, as well as a Master of Science degree in Industrial Administration from Purdue University.

Ted Scartz was appointed Senior Vice President and General Counsel of the Company in May 2022. Mr. Scartz also serves as Corporate Secretary for the Company. Mr. Scartz has worked in the corporate legal community for over 30 years and has worked as in-house corporate counsel at multiple publicly-traded companies for over 18 years. He leads all aspects of Blue Bird’s legal function, including corporate governance, SEC reporting, and governmental relations, as well as commercial contracts and litigation.

Prior to joining Blue Bird, Mr. Scartz was Vice President and Deputy General Counsel at The Aaron’s Company, Inc. He was employed by The Aaron’s Company, Inc. or its predecessor entity in various positions from 2013 to 2022, including as General Counsel to the Aaron’s Sales & Lease Division. From 2007 to 2013, Mr. Scartz was Division Lead Counsel for the Low & Medium Voltage Divisions of Siemens Industry, Inc. and other capacities as counsel for Siemens’s manufacturing operations in North America. Prior to moving to an in-house career, Mr. Scartz worked in the commercial litigation practice of prominent law firms in Atlanta, Georgia. Mr. Scartz holds a B.A. degree in Political Science from Wake Forest University and a J.D. degree from the University of Georgia.

Our board of directors is classified into three classes, each comprising as nearly as possible one-third of the total number of directors, to serve three-year terms. Messrs. Hightower, Penn and Wyskiel have been elected to serve in Class I, which term will expire at our 2027 Annual Meeting of Stockholders. Messrs. Blaufuss and Newman and Ms. Fream have been elected to serve in Class II, which term will expire at our 2028 Annual Meeting of Stockholders. Messrs. Grimm and Thau have been elected to serve in Class III, which term will expire at our 2026 Annual Meeting of Stockholders. Mr. Phillip Horlock was a Class III director through fiscal 2025, but submitted his resignation as a director effective December 24, 2025.

Nasdaq listing standards require that a majority of our board of directors be independent unless we are a “controlled company.” An “independent director” is defined under the Nasdaq rules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has determined that each of our directors, other than Mr. Wyskiel, is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Nasdaq Board Diversity Rules (Rule 5605(f) and Rule 5606) were approved by the SEC in 2021. On December 11, 2024, the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) vacated the SEC’s order approving Nasdaq’s board diversity rules. The ruling means that Nasdaq-listed companies will no longer be required to meet specified board diversity criteria or make prescribed disclosures regarding their board’s diversity characteristics. Nasdaq has indicated it does not intend to appeal the Fifth Circuit’s decision. However, we have elected to continue to present our Board diversity statistics.

The following Board Diversity Matrix presents our Board diversity statistics. “Underrepresented Minority” means an individual who self-identifies as one or more of the following: Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or Two or More Races or Ethnicities. “Two or More Races or Ethnicities” means a person who identifies with more than one of the following categories: White (not of Hispanic or Latinx origin), Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander. Our Board currently includes two diverse directors.

Our corporate governance guidelines provide that our Chairman and our CEO are responsible for establishing effective communications with our Stockholders. Our Board has implemented a process for Stockholders to send communications to our Board and to specific individual directors.

Stockholders who wish to communicate directly with our Board, or any individual director, should direct communications in writing to our Corporate Secretary, Blue Bird Corporation, 3920 Arkwright Road, Suite 200, Macon, Georgia 31210, or by email to [email protected]. The communication must contain a clear notation indicating that it is a “Board Communication” or “Director Communication.” All such communications must identify the author and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Corporate Secretary will make copies of all such communications and circulate them to the appropriate director or directors.

The Company’s “whistleblower” policy prohibits the Company or any of its employees from retaliating or taking any adverse action against anyone for raising a concern. If a Stockholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, the concern may be directed to the Audit Committee Chairman at the Company’s headquarters or by telephone at 1-833-960-1607.

Our Board of Directors does not have a lead independent director. Douglas Grimm is our Chairman of the Board. Although we do not have a formal policy regarding the separation of the CEO and Chairman of the Board positions, at this time those positions are held by two separate individuals, Mr. John Wyskiel and Mr. Grimm, respectively.

The Board does not have a formal risk management committee but administers this oversight function through various standing committees of the Board. The Audit Committee maintains responsibility for oversight of financial reporting-related risks, including those related to our accounting, enterprise risk management assessment, auditing, and financial reporting practices, which include internal controls over financial reporting. The Audit Committee also reviews reports of, and considers any material allegations regarding potential violations of our Company’s Code of Ethics, as well as oversight of our Environmental, Social, and Governance (“ESG”) Program. The Compensation Committee oversees risks arising from our compensation policies and programs. The Compensation Committee also has responsibility for evaluating and approving our executive compensation and benefit plans, policies, and programs.

The Board encourages all its members to attend the Annual Meeting of Stockholders. All director nominees and all continuing directors are encouraged to be personally present or to attend the Annual Meeting of Stockholders by teleconference. All directors attended the 2025 Annual Meeting either in person or by teleconference.

The Board held eight (8) meetings during fiscal 2025. The Board has three (3) standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each as further described below. Each standing committee has the right to retain its own legal and other advisors.

Each of our directors attended 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which each has been a director); and (ii) the total number of meetings held by all committees of the Board on which each served (during the periods that they served) during our fiscal year ended September 27, 2025.

The standing committees of our Board currently consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

Our Audit Committee consists of Messrs. Blaufuss, Hightower, and Thau, with Mr. Blaufuss serving as the Chairman of the Audit Committee. We believe that each of these individuals qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership. The Board has determined that Mr. Blaufuss qualifies as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K, and that each member of the Audit Committee is financially literate.

Our Board has adopted a written charter for the Audit Committee, which is available on our corporate website at www.blue-bird.com. The Audit Committee reviews and assesses the adequacy of its charter annually. The Audit Committee met five (5) times in fiscal 2025.

Responsibilities of the Audit Committee include, among others contained in its charter:

Our Compensation Committee consists of Messrs. Penn, Grimm, and Newman, with Mr. Penn serving as the Chairman of the Compensation Committee. We believe that each of these individuals qualifies as an independent director according to Nasdaq requirements.

Our Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.blue-bird.com. The Compensation Committee reviews and assesses the adequacy of its charter annually. The Compensation Committee met five (5) times in fiscal 2025.

Responsibilities of the Compensation Committee include, among others contained in its charter:

The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and is directly responsible for the appointment, compensation, and oversight of the work of any such adviser. Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the SEC and Nasdaq.

In March 2015, when we first became a public company, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to provide advice to the Compensation Committee, as requested from time to time, in connection with matters pertaining to executive and director compensation. The Compensation Committee has not had material interactions with Meridian in the past three fiscal years. In March 2025, at the request of the Committee, Management engaged Aon Executive Compensation Group to evaluate its executive compensation program. The scope of the engagement included general guidance on executive and director compensation matters, advice on the Company’s executive pay philosophy and compensation peer group, advice on the design of incentive plan and other compensation programs, the provision of comprehensive competitive market studies and market data, and updates on best practices and changes in the regulatory or corporate governance environment. The Aon team presented a report to the Committee at the July 2025 Committee meeting.

Our Corporate Governance and Nominating Committee consists of Ms. Fream and Messrs. Grimm and Penn, with Ms. Fream serving as the Chairperson of the Committee. We believe that each of these individuals qualifies as an independent director according to Nasdaq requirements.

Our Board has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on our corporate website at www.blue-bird.com. The Corporate Governance and Nominating Committee reviews and assesses the adequacy of its charter annually. The Corporate Governance and Nominating Committee met five (5) times in fiscal 2025.

Responsibilities of the Corporate Governance and Nominating Committee include, among others contained in its charter:

In considering a candidate for election to our Board, the Corporate Governance and Nominating Committee will carefully evaluate all relevant qualifications and experience of such candidate to assess such person’s ability to be a valuable and contributing member of our Board. Such evaluation shall be made without regard to race, religion, gender,

ancestry, national origin or disability. Although the Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees, our Board currently includes two diverse directors, and the Corporate Governance and Nominating Committee will consider diversity in evaluating and identifying potential future director nominees.

For fiscal 2025, in lieu of an annual Board Self-Survey, the Corporate Governance and Nominating Committee followed up on its commission of a third party, Nasdaq Board Advisory Services (“NBAS”), to conduct an independent Board Evaluation and Report in fiscal 2024, by submitting self-skills evaluation matrices to the Board members. In this process each Director completed a self-evaluation highlighting the director’s assessment of desired skills brought to the Board. The results of that self-assessment continue to be fine-tuned and the Committee will evaluate and report to the full Board in the second quarter of fiscal 2026. The goal of the process is to highlight areas of strength and areas for improvement, to promote positive board dynamics, and to identify target skill sets for potential future Board members.

Our Corporate Governance and Nominating Committee will consider candidates for the Board recommended by Stockholders. Our bylaws include provisions related to the nomination of directors. To recommend or to nominate director candidates, Stockholders must follow all applicable laws, rules of the SEC and the Company’s governing instruments, including our bylaws. Below is a summary of the requirements contained in our bylaws, effective as of February 2, 2023:

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Company (i) in the case of an annual meeting, not later than the close of business on the 90^th day nor earlier than the opening of business on the 120^th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120^th day before the meeting and not later than the later of (x) the close of business on the 90^th day before the meeting or (y) the close of business on the 10^th day following the day on which public announcement of the date of the annual meeting was first made by the Company; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10^th day following the day on which public announcement of the date of the special meeting is first made by the Company.

A stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Company that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy

statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must also (i) include all other information required by Rule 14a-19 under the Exchange Act (or any amended or successor rule), and (ii) be accompanied by a written consent of each proposed nominee to being named as a nominee in any proxy statement relating to the annual meeting or special meeting, as applicable, and to serve as a director if elected.

If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the bylaws and/or applicable federal and state laws, or that the solicitation in support of such nominee was not made in compliance with Rule 14a-19 (or any amended or successor rule), then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Company to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Company.

In addition to the foregoing, a Stockholder shall also comply with (i) all applicable requirements of federal and state laws, including the requirements of the Exchange Act and the rules and regulations thereunder, and (ii) all governing documents of the Company, including the articles of incorporation and bylaws, with respect to the matters set forth herein.

The Board has adopted an insider trading policy. The provisions of this policy prohibit directors, officers and other employees of the Company and its subsidiaries from trading, either directly or indirectly, in securities of the Company after becoming aware of material nonpublic information related to the Company. To further ensure adherence with this policy, procedures have been established for setting blackout periods and permissible open trading windows, as well as advance notice of market transactions. The insider trading policy provides guidance as to what constitutes material information and when information becomes public. The insider trading policy addresses transactions by family members and under Company plans, as well as other transactions which may be prohibited, such as short-term trading, short sales, publicly trading in options, hedging transactions and post-termination transactions. The policy discusses the consequences of an insider trading violation, additional trading restrictions and certain reporting requirements applicable to directors, officers, and designated key employees.

The policy also contains guidelines and requirements related to the establishment of Rule 10b5-1 trading plans, in accordance with the safe harbor requirements of Securities Exchange Act Rule 10b5-1.

The insider trading policy also expressly prohibits all officers, directors and employees of the Company and its subsidiaries from engaging in short sales of Company securities or engaging in any other type of transaction where they will earn a profit based on a decline in the Company’s stock price, or otherwise entering into any hedging or similar arrangement with respect to Company securities.

We have adopted a Code of Ethics that applies to all our employees, including our CEO, CFO and principal accounting officer. Our Code of Ethics is available on our website at www.blue-bird.com. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on our website at the above address.

Our certificate of incorporation and bylaws provide for indemnification of our directors and officers to the maximum extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our current directors and executive officers. Each indemnification agreement provides that we will indemnify the director or executive officer to the fullest extent permitted by law if the director or officer was, is made, or is threatened to be made a party to any proceeding, other than a proceeding by or in the right of the Company, for all expenses, judgments, liabilities, fines, penalties and amounts paid in settlement actually and reasonably incurred by the director or officer, or, for all expenses actually and reasonably incurred by the director or officer in connection with any proceeding by or in the right of the Company, in both cases, so long as the director or officer acted in good faith and in

a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of a criminal proceeding, in addition, had no reason to believe his or her conduct was unlawful. The indemnification agreement also provides for, among other things, (i) partial indemnification of expenses incurred by the director or officer in the event that he or she was successful as to less than all of the claims in any proceeding; (ii) in a case where the Company is jointly liable with the director or officer, to the fullest extent permitted by law, the waiver by the Company of any right of contribution it may have against the director or officer; (iii) proportionate contribution by the Company of expenses incurred in the event the director or officer elects or is required to pay all or any portion of a judgment or settlement in any proceeding in which the Company is jointly liable; and (iv) to the fullest extent permitted by law, advancement of expenses incurred by or on behalf of the director or officer in connection with any proceeding, provided that the director or officer undertakes to repay the amounts advanced to the extent it is ultimately determined that the director or officer is not entitled to indemnification. We intend to enter into indemnification agreements with our future directors and executive officers.

Our Board has adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. Our policy requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000 and in which any related person has or will have a direct or indirect material interest) and all material facts with respect thereto. Our General Counsel will promptly communicate such information to our Audit Committee, or another independent committee of our Board appointed to consider such transactions. No related person transaction will be entered into without the approval or ratification of our Audit Committee, another independent body of our Board, or the independent disinterested members of our Board. It is our policy that directors interested in a related person transaction will recuse themselves from any such vote. Our policy does not specify the standards to be applied by our Audit Committee or another independent body of our Board in determining whether or not to approve or ratify a related person transaction, although such determinations will be made in accordance with Delaware law.

There were no new related person transactions involving the Company since the beginning of fiscal 2025, or any currently proposed transaction.

Section 16(a) of the Exchange Act requires directors, certain officers of the Company and owners of more than 10% of our outstanding common stock to file ownership reports with the SEC reflecting such person’s ownership of our common stock.

During the fiscal year ended September 27, 2025, the Company believes, based solely on a review of copies of the reports furnished to the Company and written representations to it that no other reports were required, that all Section 16 filing requirements have been met by the reporting persons.

This section discusses the material components of the executive compensation programs for Blue Bird’s Named Executive Officers who are identified in the Summary Compensation Table below, as well as our director compensation programs.

Our named executive officers (the “Named Executive Officers” or “NEOs”) for our fiscal year ended September 27, 2025, include: John F. Wyskiel, our President and Chief Executive Officer (effective February 17, 2025); Philip Horlock, our former President and Chief Executive Officer (until close of business February 16, 2025); Razvan Radulescu, our Chief Financial Officer; and Ted Scartz, our Senior Vice President and General Counsel.

This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 2025 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further historical compensation information for the following named executive officers (“NEOs”), who were the sole executive officers of the Company in 2025:

The primary objectives of our executive compensation program are to:

In light of these objectives, our compensation plans are designed to reward our executive officers for generating performance that achieves Company goals, and for increasing Stockholder returns. When we fall short of achieving Company goals, our executive officers’ compensation reflects that performance accordingly.

Effective February 17, 2025, our Board appointed John Wyskiel as our President and Chief Executive Officer and as a member of our Board of Directors, succeeding Philip Horlock. Mr. Wyskiel, age 61, is an automotive industry veteran who brings more than 35 years of experience in manufacturing leadership, operational excellence and global

supply chain management, for the last 20 years with Magna International, a global automotive supplier based in Ontario, where he most recently served as President of Magna Seating. In connection with this transition, Mr. Horlock resigned from his position on February 16, 2025, but continued to serve as a director of the Company through December 24, 2025. See the “Compensation Related to Leadership Transition” section of this CD&A below for additional information.

The Company generated strong performance in fiscal 2025, largely due to improving operations, navigating tariffs, and increasing sales of alternative-powered buses.

Net sales were $1,480.1 million for fiscal 2025, an increase of $132.9 million, or 9.9%, compared to $1,347.2 million for fiscal 2024. The increase in net sales is primarily due to an increase in Bus unit bookings, Bus customer and product mix changes and cumulative Bus price increases, including increases that were intended to mitigate the impact of increased procurement costs for certain of our imported inventory as a result of the imposition of tariffs during the second half of fiscal 2025, which were partially offset by a small decrease in Parts sales.

Operating profit was $167.2 million for fiscal 2025, an increase of $27.8 million, or 20.0%, compared to $139.3 million for fiscal 2024.

Net income was $127.7 million for fiscal 2025, a $22.2 million increase from the same period in the prior year.

Adjusted EBITDA was $221.3 million, or 15.0% of net sales, for fiscal 2025, an increase of $38.4 million, or 21.0%, compared to $182.9 million, or 13.6% of net sales, for fiscal 2024.

The Compensation Committee of our Board made adjustments to annual base salaries for our NEOs to maintain market competitive pay.

Our annual cash incentive plan is comprised of Company performance metrics.

For the financial component (70% of the annual incentive opportunity), the performance metric was Adjusted EBITDA.

The Committee used an Adjusted EBITDA measure in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. The Committee set the target at a level that it believed to be challenging and rigorous. Specifically, the Committee set the target for Adjusted EBITDA at a level essential equivalent to the previous record-setting year’s performance, in spite of notable headwinds that could have potentially had downward pressure on Adjusted EBITDA performance.

For fiscal 2025, Adjusted EBITDA increased by 21.0% to $221.3 million. The increase in Adjusted EBITDA is primarily the result of the $22.2 million increase in net income and the corresponding $10.7 million increase in income tax expense.

Based on these financial results, the Committee determined that Adjusted EBITDA was achieved at 200% of target, yielding a 200% payout level.

For the individual component, which represented 30% of the total opportunity, the targets, achievement and payouts of the NEOs varied, but were generally earned at a rating consistent with the awards made by the Committee.

Equity grants for our NEOs in fiscal year 2025 consisted of performance-based restricted stock units and time-based restricted stock units (“RSUs”). Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee structures the long-term incentive opportunity to motivate executive officers, including our NEOs, to achieve multi-year strategic goals and deliver sustained long-term value to Stockholders, and to reward them for doing so.

At the 2023 annual meeting of Stockholders (the most recent in our triennial cycle), our Stockholders approved the compensation of our NEOs on an advisory basis, with approximately 93.2% of the votes cast “For” such approval. The Committee interpreted Stockholder approval of the executive compensation program at such a level as indicating that a substantial majority of Stockholders view our executive compensation program, plan design, and governance as continuing to be well aligned with our Stockholders, their investor experience, and business outcomes.

We engage with Stockholders on an ongoing basis to gather their perspectives on all aspects of our business and industry. Through this Stockholder outreach, we believe we have established important feedback channels that serve as a valuable resource for ongoing input from our Stockholders.

Pay-for-performance: Our program is designed to motivate our executive officers to achieve goals by closely linking their performance and the Company’s performance to the compensation they receive.

Alignment of executive officers’ interests with those of the Company and its Stockholders: A significant portion of our executive officers’ overall compensation is in the form of equity-based compensation. Using equity for long-term incentives creates strong alignment between the interests of executive officers and those of our Stockholders, as it provides executive officers with a common interest with Stockholders in stock price performance and it fosters an ownership culture among executive officers by making them Stockholders with a personal stake in the value they are being motivated to create.

Market competitive pay to attract and retain talent: We seek executive officers and managers to lead our business and carry out our strategy who have diverse experience, expertise, capabilities, and backgrounds. In recruiting our executive officers and determining competitive pay levels, we review the market median amounts and compensation structures of executive officers of the companies in our peer group and as shown in general industry surveys.

We assess the effectiveness of our executive compensation program from time to time and review risk mitigation and governance matters, which include maintaining the following best practices:

The Committee establishes our compensation philosophy and objectives, determines the structure, components and other elements of executive compensation, and reviews and approves the compensation of the NEOs.

The Committee structures the executive compensation program to accomplish our articulated compensation objectives in light of the compensation philosophy described above.

In accordance with its charter, the Committee establishes total compensation for the CEO (generally at its November meeting). The Committee reviews and evaluates the performance of the CEO and develops base salary and incentive compensation recommendations. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Committee discusses and formulates the CEO compensation.

With the input of the CEO, the Committee also establishes the compensation for all the other executive officers. As part of this process, the CEO evaluates the market competitiveness of the various components of compensation and the performance of the other executive officers annually and makes recommendations to the Committee regarding the compensation of each executive officer. The CEO’s input is particularly important in connection with base salary adjustments and the determination of each executive officer’s individual goals under the annual incentive plan. The Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO. Nevertheless, the Committee makes the ultimate determination regarding the compensation for the executive officers.

The Committee selected the components of compensation set forth in the chart below to achieve our executive compensation program objectives. The Committee regularly reviews all components of the program to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. Taking into consideration the fiscal 2025 grants of equity to the CEO and other NEOs, the majority of each executive officer’s compensation is variable and at-risk.

Long-term incentive equity awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee structured the fiscal 2025 long-term incentive opportunity with RSUs in order to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term value to Stockholders, and to reward them for doing so.

Base salaries provide fixed compensation to executive officers and help to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. Base salaries are individually determined according to each executive officer’s areas of responsibility, role and experience, and vary among executive officers based on a variety of considerations, including skills, experience, achievements, and the competitive market for the position.

In fiscal 2025, the Committee adjusted the base salaries of the NEOs to maintain market competitive pay, as determined by reference to comparable positions at the peer group companies.

From time to time, the Committee will consider base salary adjustments for executive officers. The main considerations for a salary adjustment are similar to those used in initially determining base salaries but may also include a change of role or responsibilities, recognition for achievements, contractual requirements, budgetary constraints, or market trends. The practice of the Company is to make base salary adjustments for NEOs in line with the annual merit adjustments for the rest of the salaried workforce. These adjustments are typically made on a calendar year basis rather than a fiscal year basis. For this reason, NEOs’ actual base salary paid for a fiscal year will be slightly less than the annual rate of pay at which the fiscal year was concluded, reflecting the first fiscal quarter being paid at the executive officer’s prior year base salary rate.

The annual Management Incentive Plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Committee views as critical to the execution of our business strategy.

For the NEOs, the amount of the payout, if any, under the annual incentive plan is based on achievement against a financial measure and individual performance.

The Committee determines a target cash incentive opportunity for each NEO under the annual cash incentive plan by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. For fiscal 2025, the NEO target percentages were as follows:

The amount of the payout, if any, under the Company measure component of the Annual Incentive Plan is based on our achievement against Adjusted EBITDA.

The Committee continued to use Adjusted EBITDA in fiscal 2025 in order to focus executive officers on the critical strategic priority of achieving and improving operating profitability. It is a clear, objective and straight-forward financial metric.

The Adjusted EBITDA metric also gives a clear line of sight into how achieving operating goals drives performance and generates rewards. The Committee believes that this non-GAAP measure is useful as an incentive compensation performance metric because it excludes various items that do not relate to or are not indicative of operating performance.

Adjusted EBITDA is defined for executive compensation purposes as net income or loss prior to interest income; interest expense including the component of operating lease expense (which is presented as a single operating expense within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents interest expense on lease liabilities; income taxes; and depreciation and amortization including the component of operating lease expense (which is presented as a single operating expense within cost of goods sold or selling, general and administrative expenses in our U.S. GAAP financial statements) that represents amortization charges on right-of-use lease assets; as adjusted for certain non-cash charges or credits that we may record on a recurring basis such as share-based compensation expense and unrealized gains or losses on certain derivative financial instruments as well as certain charges such as (i) transaction related costs or (ii) discrete expenses related to major cost cutting and/or operational transformation initiatives.

For a reconciliation of net income to Adjusted EBITDA, see the section captioned “Consolidated Results of Operations for the fiscal years ended September 27, 2025 and September 28, 2024” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

The Non-GAAP measure Adjusted EBITDA should not be considered a substitute for net income or cash flows from continuing operations or other measures of profitability or liquidity determined in accordance with GAAP.

The Committee set the target for Adjusted EBITDA at a level that it considered rigorous and challenging and that considered the relevant risks and opportunities of the Company’s business. In particular, the Committee reviewed our fiscal 2025 annual operating budget that resulted from our detailed budgeting process and evaluated various factors that might affect whether the budget targets could be achieved. Due to the record performance of the prior year, as well as the uncertainty of the change in Presidential administrations following the 2024 election cycle, the Committee determined that achieving a same or similar Adjusted EBITDA for fiscal 2025 would reflect a strong financial performance for the Company.

Considering these factors, the Committee set the fiscal 2025 target for Adjusted EBITDA at $180 million, equivalent to 98% of actual Adjusted EBITDA in fiscal 2024, and 163% of the original fiscal 2024 targeted Adjusted EBITDA.

The Committee also set the threshold and maximum performance levels for Adjusted EBITDA. For fiscal 2025, the Committee set a threshold at what it believed to be a high level of performance equating to approximately 56% of the target for Adjusted EBITDA. The Committee set the maximum level of performance equating to approximately 122% of target for Adjusted EBITDA, a level that required exceptionally strong performance and represented a significant challenge.

Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Committee set the payout at 0% for achievement below the threshold level of performance. For performance between the threshold level and the target level, the payout increases in a straight-line manner (for the Adjusted EBITDA metric) from 0% for threshold performance to 100% of the target opportunity for achieving target performance. For performance between the target level and the maximum level, the payout ranges from 100% of the target opportunity to 200% of the target opportunity, also with the payout for the financial metric increasing in a straight-line manner. Achievement above the maximum level is capped at the maximum Management Incentive Plan payout of 200% of target.

For fiscal 2025, the Company generated Adjusted EBITDA for executive compensation purposes of $221 million, which exceeded the maximum level of performance for the Adjusted EBITDA metric.

The table below sets forth the fiscal 2025 Company Measure and the Company’s achievement against this goal in fiscal 2025.

The Committee also established individual measures under the Management Incentive Plan, which represent 30% of the annual incentive target opportunity. The individual measures for each of the NEOs were designed to align with the Company’s strategic and operating initiatives. NEOs are eligible to receive anywhere between 0% - 200% of target for this portion of the award, based on performance against individual goals.

The Committee determined that each NEO’s individual performance merited additional compensation based upon the following, among other, performance accomplishments:

John Wyskiel – Mr. Wyskiel achieved notable success in guiding the Company to record financial performance while managing a change in CEO leadership and navigating significant federal policy changes impacting the Company following the change in Presidential administrations.

Razvan Radulescu – Mr. Radulescu’s leadership in managing the Company’s integration and absorption of various tariff implementations enabled the Company to maintain and achieve record financial performance, despite notable pricing uncertainty.

Ted Scartz – Mr. Scartz provided significant value in maintaining positive governmental relations and support for existing programs and grants and bridging support across various and changing political landscapes on federal, state, and local levels.

As described above, the Committee verifies achievement relative to the target for the financial measure and the individual measures to determine the respective performance levels. The Committee then adds the amounts for the two portions together, plus any other individualized adjustments based upon the CEO’s and/or the Committee’s overall

assessment of the individual’s performance for the fiscal year, to determine the total fiscal 2025 Management Incentive Plan payout for each NEO. The Committee has ultimate authority to approve the final payouts, but it traditionally presents the determination of the annual incentive plan payout amounts to the Board for its review.

The total payout under our Management Incentive Plan for each NEO for fiscal 2025 is reflected in the table below.

The third and largest component of the executive compensation program is long-term equity incentives. Long-term equity incentive awards are prospective in nature and intended to tie a substantial portion of an executive’s pay to creating long-term Stockholder value. The Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to Stockholders. The long-term incentives create a strong link between payouts and performance, and a strong alignment between the interests of executive officers and the interests of our Stockholders. Long-term equity incentives also promote retention, because generally executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making them Stockholders with a personal stake in the value they are intended to create.

As a first step, the Committee takes the individual NEO’s base salary and multiplies it by the individual’s target incentive percentage. For fiscal 2025, the target percentages were as follows:

The Committee then looks at what level of performance the Company achieved for the fiscal year under the fiscal 2025 Management Incentive Plan.

For fiscal 2025, if the Company achieved the target level of performance, then the Committee applied a multiplier of 150% to the first-step dollar value of the long-term incentive equity opportunity (except for Mr. Wyskiel’s awards, as explained below).

The Committee then takes this final dollar value and divides it by the grant price, which is equal to the grant date closing price.

This total number of RSUs is then allocated, with one-third allocated to purely time-based RSUs that vest ratably over a three-year period, and two-thirds allocated to RSUs that are subject to a performance condition, namely whether the Company achieves the target level of Adjusted EBITDA for the year.

Of the RSUs subject to the performance condition, for each fiscal year of the fiscal 2026-2028 performance period, one-third of such amount of RSUs is subject to the Company achieving the target level of Adjusted EBITDA for that fiscal year. If the Company achieves the target Adjusted EBITDA for the fiscal year, then the one-third of the performance-based RSUs (the portion allocated for that year) vests. If the Company does not achieve the target Adjusted EBITDA for the fiscal year, then the performance-based RSUs allocated to such year is forfeited.

For Mr. Wyskiel’s awards, the RSUs were split one-half performance based and one-half time-based, consistent with his employment agreement. In future years, Mr. Wyskiel’s RSUs will be calculated in the same manner as other awards under the program unless otherwise determined by the Committee.

The Committee intends to make grants of long-term incentive awards annually and might also grant long-term incentive awards when an individual is promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities.

From time to time, the Committee might make special awards to recognize major accomplishments, or selective awards in situations involving a leadership transition. The Committee might also make grants to newly hired executive officers.

We provided an offer letter to Mr. Wyskiel in connection with his appointment as our CEO. Under the employment agreement, Mr. Wyskiel’s compensation consists of regular ongoing components and sign-on components.

Pursuant to his employment agreement, Mr. Wyskiel’s regular ongoing compensation components consist of:

Mr. Wyskiel’s base salary was set in connection with his hiring and the related arm’s length negotiations, and the Compensation Committee and the Board considered peer group data, role and responsibilities, recognition for achievements, contractual requirements, budgetary constraints, and market trends. In setting Mr. Wyskiel’s base compensation, the Compensation Committee and the Board set his base salary below that of his predecessor in consideration of this being his first role as CEO of a public company, among other factors.

The sign-on compensation components consisted of:

In the event the Company terminates Mr. Wyskiel’s employment without cause, he will receive severance compensation in the form of continued payment of his Base Salary for a period of 12 months following the termination date (the “Severance Period”), plus an amount equal to an additional annual MIP bonus at 100% of target, and reimbursement of the cost of continuing coverage of group health insurance under COBRA for a period up to 12 months; provided, however, that the Severance Period shall be extended to 24 months in the event his employment is terminated without cause within 6 months preceding or 12 months following a change in control.

All compensation arrangements with Mr. Wyskiel are subject to any recoupment, clawback, or similar Company polices in effect from time to time, as well as any similar provisions of applicable law. Mr. Wyskiel is subject to confidentiality obligations and has agreed to non-solicitation and non-competition restrictive covenants for a period of 12 months following termination of employment.

Upon notice of termination without cause any time prior to December 1, 2026, and not in the course of a change in control event, all RSUs of the first tranche and second tranche, described above, shall immediately vest upon such termination. Upon notice of termination without cause any time after December 1, 2026 but before November 30, 2027, and not in the course of a change in control event, all RSUs of the third tranche shall be forfeited.

To facilitate a smooth and effective CEO transition, and in recognition of his many years leading our Company as well as his service in returning to the CEO role on an interim basis, we made certain arrangements with Mr. Horlock, our outgoing CEO. His employment continued until close of business on February 16, 2025. Mr. Horlock did not receive severance pay associated with his transition from the CEO role. The Committee determined that, with respect to the fiscal 2025 Management Incentive Plan, Mr. Horlock was entitled to receive a payout based on the actual Company performance for the year, pro rata (50%) for the portion of the year during which he served. The amount was delivered at the same time as it was delivered to other continuing participants. In addition, outstanding grants of RSUs, both performance-based and time-based, vested, with performance-based RSUs vested at the target level.

We offer the Blue Bird Employee Retirement Savings Plan, a tax-qualified 401(k) defined contribution plan (the “Qualified Savings Plan”) covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax contributions to the Qualified Savings Plan and are eligible for matching company contributions. The Qualified Savings Plan also permits discretionary Company contributions. All contributions to the Qualified Savings Plan are subject to certain limitations under the Internal Revenue Code.

We have written employment agreements with each of our continuing NEOs that include severance provisions which provide for the payment of severance pay and benefits in the event of an executive’s termination of employment by us without cause (other than in connection with a change in control of the Company or as a result of death, disability or normal retirement). In general, with respect to severance benefits, upon a termination without cause, an NEO retains vested benefits and will receive 12 months of base salary severance payable over the course of the following 12 months following termination and COBRA coverage. As a condition to receiving any severance pay or benefits, the NEO must execute a release of claims in favor of the Company, and is subject to non-solicitation, non-competition and confidentiality obligations.

See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the severance provisions.

The Committee believes that the long-term interests of Stockholders are best served by providing reasonable income protection for NEOs to address potential change in control situations in which they may otherwise be distracted by their potential loss of employment in the event of a successful transaction. The written employment agreements with each of our continuing NEOs provide certain financial benefits in the event of a change in control. These are “double trigger” arrangements – i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the executive’s termination of employment under certain specified circumstances within six months prior or 12 months following the event, in which case the cash severance amount is 24 months of base salary.

In addition, under the terms of our equity awards, if a change in control occurs and those awards are not assumed or continued by the successor or surviving corporation, the unvested portion of any outstanding awards will generally vest and become exercisable as applicable. In addition, participating NEOs are entitled to receive compensation under the CIC Plan described later in this document.

See “Potential Payments upon a Termination or Change in Control,” below for further information.

We offer broad-based medical, dental, vision, life, and disability plans to all of our employees.

We do not generally provide our executive officers, including the NEOs, with perquisites or other personal benefits.

We do not provide excise tax “gross-ups” to any of our executive officers (except in the instance described above related to Mr. Wyskiel’s hiring).

We have implemented a Clawback Policy, a Dodd-Frank Act-compliant clawback policy, as required by SEC rules. This Policy requires the Company to recoup any erroneously awarded compensation resulting from certain accounting restatements. If the Company is required to prepare an accounting restatement because of either (i) the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements, or (ii) an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then all incentive compensation paid or credited to each current or former executive officer for the restated period (up to three years) will be recalculated based on the restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to the Company.

In the event of an executive officer’s failure to repay any erroneously awarded compensation due under the clawback policy, the Company would enforce the clawback policy and pursue other remedies to the fullest extent permitted by law, unless certain conditions are met and the Committee determines that recovery would be impracticable.

We believe that Blue Bird and our Stockholders are best served when executive officers manage the business with a long-term perspective. As such, we have implemented executive stock ownership guidelines, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our Stockholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance.

Our Insider Trading Policy prohibits directors, officers and other employees from engaging in derivatives securities or hedging transactions, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset any decrease in the market value of our securities and the risks associated with holding our shares. Our Insider Trading Policy also prohibits trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than share options and other compensatory equity awards issued by us), as well holding our shares in margin accounts. Additionally, our Insider Trading Policy prohibits pledging Company securities as collateral for a loan.

When appropriate, the Committee takes into consideration the accounting and tax treatment of the compensation and benefit arrangements for our NEOs. These considerations are in addition to those described above that were material to the pay decisions for the most recent fiscal year.

This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the Company incorporates such Report by specific reference.

The Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s Proxy Statement.

The preceding report has been furnished by the following members of the Committee:

The following table sets forth the compensation paid to each person who served as a director of the Company at any time during fiscal 2025. Our current CEO, Mr. Wyskiel, receives no additional compensation for his service as a director. Our directors do not receive stock option awards, non-equity incentive plan compensation or nonqualified deferred compensation earnings, and therefore those categories are omitted in the table below.

Each of our independent directors receives an annual award of RSUs, which awards are reflected in the Stock Awards column in the table above. Each RSU represents the contingent right to receive one (1) share of the Company’s Common Stock on the vesting schedule provided in the awards, currently twelve (12) months after the grant date. The settlement date for the RSUs awarded prior to implementation of the Director Stock Ownership Guidelines for fiscal 2025 was the earlier of the date when the director’s service terminates, or consummation of a change in control of the Company. Beginning in fiscal 2025, RSUs awarded for regular service on the board now settle on the vesting date.

Effective in the second quarter of fiscal 2025, our directors, excluding the Chairman, receive a quarterly cash payment of $22,500 for service as a director ($90,000 annually). Committee chairs receive an additional annual $15,000 fee, except the Audit Committee Chair, who receives an additional annual $20,000 fee reflecting incremental responsibilities and workload. Effective in the second quarter of fiscal 2025, the Chairman of the Board receives a quarterly cash payment of $41,250 ($165,000 annually) reflecting his incremental responsibilities and workload. Also, for fiscal 2025, the Board increased the annual equity award of RSUs to $135,000 in value for each director, to be awarded on April 1 of each fiscal year and vesting on April 1 of the following fiscal year. On January 20, 2025, the Compensation Committee approved a special RSU award to Douglas Grimm as bonus compensation commensurate with his election as Chairman equal to 1,518 RSUs, valued at $49,988.

The following table provides information regarding the compensation awarded to, earned by or paid to our Named Executive Officers for fiscal year 2025, fiscal year 2024 and fiscal year 2023:

“Bonus” and “All other compensation” is comprised of the following for each of the Named Executive Officers:

Under our Omnibus Equity Incentive Plan (the “Incentive Plan”), the Committee currently may grant an aggregate of 5,200,000 shares of common stock in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. We are submitting a proposal at the Annual Meeting to amend and restate the Incentive Plan, including an increase in the maximum number of shares available for future awards under the plan. See Proposal Two elsewhere herein.

In our fiscal year 2025, we granted an aggregate of 34,310 RSUs to our non-employee Board members and an aggregate of 169,256 RSUs to management employees in conjunction with our annual LTI awards program. We also granted an aggregate of 102,535 RSUs to Mr. Wyskiel as required by the terms of his employment agreement as previously discussed above. Historically, the RSU and option awards to our management employees vested annually over a three-year period, with a portion of such vesting based upon the achievement of the performance criteria under the MIP, subject to a maximum forfeiture of 50% (for fiscal years 2024 and prior) and 33% (for fiscal year 2025) for failure to achieve performance targets and subject to any discretionary adjustments by our Compensation Committee. Beginning with RSUs awarded in December 2025, for fiscal 2026, RSUs will be split 40% and 60% between time-based vesting and performance-based vesting, respectively. The time-based RSUs will vest equally over a three-year period. The performance-based RSUs will be “cliff vesting,” meaning they will all vest on the third anniversary of the award of the RSUs based upon the achievement of the performance criteria under the MIP, subject to any discretionary adjustments by our Compensation Committee. In fiscal 2023 (May 31, 2023), the Committee approved a one-time special recognition and retention RSU award to the senior management team in an amount equal to two times (2X) base salary, which would vest upon the earlier to occur of July 1, 2025, or a change in control, and therefore vested on July 1, 2025.

Blue Bird has a tax-qualified retirement savings plan, the Blue Bird Employee Retirement Savings Plan (the “401(k) Plan”), under which participating employees may contribute up to the yearly statutory maximum under IRS guidelines into their 401(k) Plan accounts. In addition, under the 401(k) Plan, Blue Bird matches amounts contributed by the participant up to a certain percentage of earnings, not to exceed the statutory maximum. Blue Bird has historically made matching contributions under the 401(k) Plan at a rate of 50% of the first 6% of eligible compensation contributed by participants. The 401(k) Plan also allows Blue Bird to make discretionary profit-sharing contributions to the 401(k) Plan accounts for the benefit of participating employees for any calendar year in an amount determined by the Board.

John Wyskiel. Employment Agreement. Effective February 17, 2025, Mr. Wyskiel entered into an employment agreement with the Company and the Company’s principal subsidiary, Blue Bird Body Company. Mr. Wyskiel serves as President and CEO of the Company and serves as a Director of the Company. The term of the agreement is one year from the effective date with automatic renewals for successive 12-month periods unless either party gives 60 days’ advance written notice electing not to extend the term. Mr. Wyskiel’s annual base salary is $850,000 annually (prorated for partial year), and he is eligible to participate in the MIP at a target of 125% of his base salary (prorated for fiscal 2025). Mr. Wyskiel’s LTI award target will be equal to 250% of his base salary (prorated for fiscal 2025), granted in the form of RSUs that will be eligible to vest over a three-year period on subsequent anniversary dates of the grant date and subject to his continued employment as of each such anniversary date. Based upon the MIP approved for fiscal 2025, upon achievement of Annual Operating Plan (“AOP”) targets, his LTI award will pay out at 100% of target, 50% of which shall be time vested restricted stock units and 50% of which shall be performance based restricted stock units.

The Company provided relocation and personal travel expenses to aid Mr. Wyskiel’s relocation to the Macon, Georgia area in the form of a one-time cash payment of $100,000 (grossed up to cover any applicable taxes associated therewith), and temporary housing as needed for a period up to twelve months from the date of employment. During his employment the Company will obtain and maintain, at its sole cost and expense standard director and officer liability insurance coverage, personal life and disability insurance in an amount no less than three times his annual base salary, and will pay tax preparation expenses not to exceed $25,000 annually. Beginning January 1, 2026, Mr. Wyskiel’s base salary is $867,000 per year.

All compensation arrangements with Mr. Wyskiel are subject to any recoupment, clawback, or similar polices in effect from time to time, as well as any similar provisions of applicable law. Mr. Wyskiel is subject to confidentiality obligations and has agreed to non-solicitation and non-competition restrictive covenants for a period of 12 months following termination of employment.

Philip Horlock. Transition Agreement and Consulting Agreement. Mr. Horlock entered into a Transition Agreement with the Company, dated June 21, 2021, which included a related Consulting Agreement, which agreements superseded any other compensation agreements between Mr. Horlock and the Company, including Mr. Horlock’s prior

Employment Agreement (originally executed in 2011). Mr. Horlock resigned from the office of President on July 1, 2021 and resigned from the office of CEO on October 31, 2021. Mr. Horlock continued employment with the Company as Senior Advisor through December 31, 2021 at the same $800,000 base salary amount.

Pursuant to the Consulting Agreement, which commenced on January 1, 2022, Mr. Horlock was entitled to cash compensation at the same rate as his previous annual salary of $800,000, plus reimbursement of service-related expenses (excluding self-employment taxes and medical insurance coverage) and was to provide substantial consulting services to the Company as requested by the Board of Directors or the CEO. The term of the Consulting Agreement was one year, ending on December 31, 2022. However, on June 6, 2022, the Consulting Agreement was amended by agreement of the parties to suspend consulting services and payments for six months effective June 30, 2022, and to re-commence the consulting services and payments beginning January 1, 2023 through June 30, 2023. Mr. Horlock was paid in full under the Consulting Agreement and was re-appointed CEO effective May 14, 2023.

Razvan Radulescu. Original Offer Letter and Severance Agreement. Mr. Radulescu’s Offer Letter from the Company, dated September 1, 2021, served as the basis of his employment as CFO, which commenced on October 1, 2021 at an annual base salary of $450,000. Mr. Radulescu was eligible to receive an annual bonus under the MIP at a target amount of 75% of his base salary and to participate in the Company’s long-term equity incentive programs (historically, a mix of 75% RSUs and 25% stock option awards for the CFO) also at a target amount of 75% of his annual base salary, beginning with the fiscal year 2022 awards. Mr. Radulescu was also eligible to participate in the Company’s other employee benefit plans and programs. In connection with his employment and as an incentive payment, Mr. Radulescu received a one-time cash payment of $100,000, which was subject to a clawback by the Company if he resigned on or before September 30, 2023 without Company approval. Mr. Radulescu also received temporary corporate housing for six months, payment of moving expenses for relocation to the Macon, GA area and a one-time payment of $75,000 to offset relocation expenses not otherwise reimbursed. Pursuant to a related Severance Agreement with Mr. Radulescu, if Mr. Radulescu’s employment was terminated without cause, he was entitled to 12 months continuation of salary payments and up to 12 months reimbursement for COBRA coverage premiums, subject to certain conditions and compliance with his restrictive covenants.

In the event of termination of employment without cause or if the Company elects not to extend the term of employment, Mr. Radulescu is entitled to severance benefits, subject to certain conditions and execution of a general release in favor of the Company, which will include the unpaid portion of the annual bonus related to the fiscal year prior to the fiscal year in which employment is terminated, continuation of salary payments for 12 months, and COBRA premium reimbursement for a maximum of 12 months. If Mr. Radulescu is terminated without cause within six months preceding or 12 months following a change in control, Mr. Radulescu will receive the foregoing severance benefits except that continuation of salary payments shall be for a period of 24 months. Mr. Radulescu is subject to confidentiality obligations and has agreed to non-solicitation and non-competition restrictive covenants for a period of 24 months following termination of employment.

Ted Scartz. Original Offer Letter. Mr. Scartz’s Offer Letter from the Company, dated April 18, 2022, served as the basis of his employment as Senior Vice President and General Counsel, which commenced on May 9, 2022, at an annual base salary of $285,000. Mr. Scartz was eligible to receive an annual bonus under the MIP at a target amount of 50% of his base salary and to participate in the Company’s long-term equity incentive programs (historically, a mix of 50% RSUs and 50% stock option awards for Senior Vice Presidents) also at a target amount of 50% of his annual base salary. Mr. Scartz was also eligible to participate in the Company’s other employee benefit plans and programs. In connection with his employment and as an incentive payment, Mr. Scartz received a one-time cash payment of $75,000, which was subject to a clawback by the Company if he resigned within one year of his start date without Company approval, and a one-time award of RSUs equal to 100% of his annual base salary, which will vest in four equal annual tranches commencing on July 1, 2022 subject to his continued employment. Mr. Scartz was also entitled to relocation/temporary corporate housing benefits through November 2023, subject to certain repayment requirements. In connection with his employment, Mr. Scartz also executed a Protective Covenants Agreement, including among others, confidentiality provisions (indefinitely), and non-competition and non-solicitation provisions, for a period of one year following termination of employment.

In the event of termination of employment without cause or if the Company elects not to extend the term of employment, Mr. Scartz is entitled to severance benefits, subject to certain conditions and execution of a general release in favor of the Company, which will include the unpaid portion of the annual bonus related to the fiscal year prior to the fiscal year in which employment is terminated, continuation of salary payments for 12 months, and COBRA premium reimbursement for a maximum of 12 months. If Mr. Scartz is terminated without cause within six months preceding or 12 months following a change in control, Mr. Scartz will receive the foregoing severance benefits except that continuation of salary payments shall be for a period of 24 months. Mr. Scartz is subject to confidentiality obligations and has agreed to non-solicitation and non-competition restrictive covenants for a period of 24 months following termination of employment.

On January 30, 2024, the Committee approved the Blue Bird Corporation Change in Control Plan (“CIC Plan”). The purpose of the CIC Plan is to further the growth and success of the Company by enabling participants to share in the gains upon a sale of the Company and thus increasing their personal stakes in the success of the Company, providing a means of rewarding outstanding service and aiding retention. The CIC Plan is effective on January 30, 2024, and will automatically terminate (and rights/benefits thereunder shall terminate) in the event that a change in control has not occurred on or prior to the three-year anniversary of the Effective Date.

The CIC Plan is administered by the Committee and participants include each employee (including officers and managers) who is designated by the Committee as a participant. The Company’s current executive officers participate in the CIC Plan, including: John Wyskiel, our President and Chief Executive Officer (“CEO”); Razvan Radulescu, our Chief Financial Officer (“CFO”); Jeff Sanfrey, our Chief Operating Officer; and Ted Scartz, our Senior Vice President and General Counsel.

Upon a change in control of the Company (as defined in the Company’s Amended and Restated 2015 Omnibus Equity Incentive Plan (the “Incentive Plan”), and generally including the acquisition of more than 50% of the total voting power of the Company’s outstanding securities; a merger, consolidation or share exchange; liquidation or dissolution of the Company; or a sale of all or substantially all of the assets of the Company), each participant shall be entitled to a cash bonus equal to the participant’s target payout under the Company’s annual Management Incentive Plan (“MIP”) times a multiplier based upon the per share price of the Company’s common stock in connection with the change in control. The multiplier range is as follows, if the corresponding per share price is met or exceeded (without interpolation or proration): less than $25 – 2X; $25 – 3X; $30 – 4X; $35 – 5X; $40 or higher – 6X.

The bonus will be paid within 60 days of the closing of the change in control. If the consideration in connection with a Change in Control transaction is payable in a form other than cash, the Committee may in its discretion provide that all or a portion of the bonus shall be payable in shares of the Company (or the acquirer/resulting company, as applicable), subject to receipt of prior stockholder approval in accordance with NASDAQ regulations.

The CIC Plan also provides for a severance benefit, in the event that a participant experiences a “qualifying termination” (as defined in the CIC Plan) within 18 months of a change in control, equal to the participant’s annualized base salary, payable in a lump sum in cash within 60 days following the date of termination of employment, subject to execution of a general release in favor of the Company. Any participant who has a previously existing severance benefit would generally be entitled to the greater amount of severance, subject to certain exceptions.

Continued employment is generally required to receive benefits under the CIC Plan; provided, that benefits may be received upon certain employment terminations within six months prior to a change in control. Payments paid or payable under the CIC Plan are subject to cancellation/forfeiture, clawback and recovery for miscalculation of award payment amounts (without regard to fraud or intentional misconduct), violation of any applicable restrictive covenants by a participant, or negligent or intentional misconduct harmful to the Company.

Also on January 30, 2024, the Committee approved an Amendment to all outstanding awards of stock options and RSUs under the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan. This Amendment provides that upon a CIC, all outstanding unvested restricted stock units and option awards will vest. The purpose of this Amendment was to achieve consistency in prior awards under the Omnibus Plan, some of which would only vest upon a CIC with further action by the Committee and some of which would vest upon a CIC unless determined otherwise by the Committee at the time of the CIC.

Based upon the existing contractual agreements with our Named Executive Officers described above, and subject to their respective restrictive covenants’ obligations, certain of our Named Executive Officers are entitled to certain payments in the event of termination of employment without cause, and in the event of a change in control, as described above under “Executive Employment Agreements and Other Arrangements with Named Executive Officers” and “Change in Control Plan.” Below are the estimated payment amounts to which each Named Executive Officer would have been entitled, assuming a triggering event occurred on the last business day of our last completed fiscal year, which last business day was September 26, 2025.

John Wyskiel. If Mr. Wyskiel’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $850,000; COBRA reimbursement - $18,672 at $1,556 per month for 12 months (estimated); earned bonus under the MIP for fiscal 2025 - $2,125,000; and accelerated vesting of the first two tranches of sign-on equity awards - $2,509,351 (consisting of 43,302 RSUs).

Under his employment agreement and the CIC Plan, Mr. Wyskiel would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $1,700,000 (if terminated without cause); MIP-based payment range (based on target of 125% of base salary) - $2,125,000 up to a maximum of $4,250,000; and accelerated vesting of all unvested shares - $5,941,903 (consisting of 102,535 RSUs).

Because Mr. Horlock was no longer an employee on September 26, 2025, he would not have been entitled to any compensation upon termination or a change in control on that date.

Razvan Radulescu. If Mr. Radulescu’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $600,000; COBRA reimbursement - $26,652 at $2,221 per month for 12 months (estimated); and earned bonus under the MIP for fiscal 2025 - $1,200,000.

Under his employment agreement and the CIC Plan, Mr. Radulescu would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $600,000 (if terminated without cause); MIP-based payment range (based on target of 100% of base salary) - $600,000 up to a maximum of $1,200,000; and accelerated vesting of all unvested shares - $2,683,486 (consisting of 40,794 RSUs and 7,006 options).

Ted Scartz. If Mr. Scartz’s employment was terminated without cause and he was eligible for the full 12 months of severance benefits described above, he would receive aggregate severance benefits as follows: Total Salary Payments - $437,000; COBRA reimbursement - $9,432 at $786 per month for 12 months (estimated); and earned bonus under the MIP for fiscal 2025 - $437,000.

Under his employment agreement and the CIC Plan, Mr. Scartz would be eligible to receive the following in the event of a change in control: Total Continuing Salary Payments - $437,000 (if terminated without cause); MIP-based payment range (based on target of 50% of base salary) - $218,500 up to a maximum of $437,000; and accelerated vesting of all unvested shares - $1,132,008 (consisting of 14,879 RSUs and 5,916 options).

The following table provides information concerning each grant of an award made to a Named Executive Officer in the fiscal year ended September 27, 2025, under any plan.