Item 4 — Purpose of Transaction
Share Purchase Agreement On February 15, 2026, the Issuer and its wholly owned subsidiary, Blue Bird Body Company, a Georgia corporation (collectively, "Blue Bird"), MB Callco Inc., an Ontario corporation ("MB Callco") and MB Exchangeco Inc., an Ontario corporation ("MB ExchangeCo") entered into a Share Purchase Agreement (the "Purchase Agreement"), with the AG 2014 Trust ("AG Trust"), the SG One 2014 Trust ("SG Trust"), and the DG One 2014 Trust ("DG Trust" and collectively with AG Trust and SG Trust, the "Trusts"), GAG, Girardin Minibus JV 2 Inc., a corporation existing under the laws of the Province of Quebec (the "MB US Seller" and together with the Trusts and GAG, the "Sellers" and each, a "Seller"), to acquire 100% of the issued and outstanding equity securities of Girardin Minibus JV Inc., a corporation existing under the laws of the Province of Quebec ("MB Canada Target") and 100% of the issued and outstanding equity securities of Girardin Minibus JV 2 USA Inc., a Delaware corporation ("MB US Target", together with MB Canada Target, the "Micro Bird Targets" and each, a "Target"). Each of the Micro Bird Targets owns fifty percent of the outstanding shares of Micro Bird Holdings, Inc. ("Micro Bird Canada") and Micro Bird USA Holding LLC ("Micro Bird US"), respectively. The closing of the transactions contemplated by the Purchase Agreement occurred on April 1, 2026 (the "Closing Date"). The aggregate purchase price was $201,787,194 (the "Purchase Price"). Under the terms of the Purchase Agreement, the Purchase Price was paid as follows: (i) 30% of the Purchase Price was paid as cash at closing and (ii) 70% of the Purchase Price was paid through the issuance at closing of a combination of (a) 2,702,180 non-voting exchangeable shares (the "Exchangeable Shares") in the capital of MB ExchangeCo, which are exchangeable at the option of the holder on a one-to-one basis into shares of Issuer common stock, and (b) one share of preferred stock of the Issuer with voting rights equivalent to Issuer common stock equal to the number of Exchangeable Shares outstanding at any time (the "Special Voting Preferred Stock"). The Exchangeable Shares and one share of Special Voting Preferred Stock of the Issuer were issued to GAG on the Closing Date. The issuance of Exchangeable Shares was intended to minimize certain adverse Canadian tax consequences for certain of the Sellers. The Exchangeable Shares are not transferable without the Issuer's consent. In addition, the Exchangeable Shares and any shares of Issuer common stock issued upon the exchange of the Exchangeable Shares will be subject to a contractual lock-up as follows: no transfers of the shares may occur until October 1, 2026, six months following the Closing Date. Thereafter, (i) 17.9% of the shares will be released from lock-up on October 1, 2026, (ii) an additional 17.9% of the shares will be released from lock-up on April 1, 2027, (iii) an additional 17.9% of the shares will be released from lock-up on October 1, 2027, (iv) an additional 27.8% of the shares will be released from lock-up on April 1, 2028, and (v) the remaining shares will be released from lock-up on April 1, 2029. The issuance of the Exchangeable Shares was not registered under the Securities Act of 1933, as amended, or any U.S. state securities laws, in reliance on an exemption from such registration requirements. The Issuer has agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the Issuer common stock issued upon the exchange of the Exchangeable Shares, use commercially reasonable efforts to cause the registration statement to become effective prior to the expiration of the contractual restrictions described above, and to generally cause the registration statement to remain effective while the Exchangeable Shares remain outstanding. The Exchangeable Shares issued by MB ExchangeCo have no rights with respect to MB ExchangeCo, other than the right to exchange such Exchangeable Shares for shares of Issuer common stock. This right requires MB ExchangeCo to redeem Exchangeable Shares upon the request of the holder for a redemption price equal to one share of Issuer common stock for each Exchangeable Share redeemed, plus any unpaid dividends. The Reporting Persons have filed the Purchase Agreement as Exhibit 2 to this Schedule 13D, which is incorporated herein by reference. The description of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Agreement. Arrangements Relating to the Exchangeable Shares As a condition of the closing of the acquisition of the Micro Bird Targets, the Issuer entered into an Exchange and Support Agreement (the "Support Agreement") with GAG, MB ExchangeCo, and MB Callco. Pursuant to the terms of the Support Agreement, the holders of the Exchangeable Shares must be provided economic benefits to the same extent as