Blue Bird Corp·4

Apr 9, 4:41 PM ET

Girardin Steve 4

4 · Blue Bird Corp · Filed Apr 9, 2026

Research Summary

AI-generated summary of this filing

Updated

Blue Bird (BLBD) Director Steve Girardin Receives RSUs & 2.7M Exchangeable Shares

What happened

  • Steve Girardin, a director of Blue Bird Corporation (BLBD), had two types of acquisitions reported on April 1, 2026: (1) a grant of 2,297 restricted stock units (RSUs) (grant price $0.00) and (2) an indirect acquisition of 2,702,180 Exchangeable Shares (derivative securities) tied to Groupe Autobus Girardin Ltée (GAG) in connection with Blue Bird’s purchase of the remaining interest in its Micro Bird joint venture. Also reported was 1 share of Special Voting Preferred Stock received in that transaction. The RSU grant has no immediate cash cost to the director; the Exchangeable Shares were part of the consideration in the JV deal (the deal included $63,021,287 in cash plus the Exchangeable Shares and one Special Voting Preferred share paid to sellers).

Key details

  • Transaction date: April 1, 2026 (Form 4 filed April 9, 2026; Period of Report 2026-04-01).
  • RSUs: 2,297 RSUs granted at $0.00 (award code A). RSUs vest March 31, 2027 (or sooner on change in control, death, disability, or end of director term); upon vesting each RSU converts to one common share subject to the company’s ownership guidelines and settling conditions.
  • Exchangeable Shares: 2,702,180 Exchangeable Shares reported as acquired by GAG (derivative securities, acquisition code A); these are generally exchangeable 1-for-1 into Blue Bird common stock and may be forcibly exchanged by the issuer at its discretion after five years. Price shown as N/A (part of transaction consideration). Also 1 Special Voting Preferred share was issued that carries votes equal to the number of common shares the Exchangeable Shares can be exchanged for.
  • Shares owned after transaction: The filing indicates the securities were acquired by GAG; Girardin may be deemed to indirectly beneficially own these securities by virtue of his roles as a GAG shareholder, manager and director, but he disclaims direct beneficial ownership except for any pecuniary interest. The Form 4 does not list a simple direct share count held personally after the transaction.
  • Footnotes of note: F1–F2 explain the Exchangeable Shares and Special Voting Preferred were consideration in the Micro Bird JV deal and Girardin’s indirect connection via GAG; F3–F4 cover RSU terms and vesting; F5 explains exchange mechanics and potential forced exchange after five years.
  • Filing timeliness: No late filing flag noted on the Form 4.

Context

  • The RSU grant is an equity award that vests in the future and will convert to common shares upon vesting — not an immediate sale or cash transaction.
  • The 2.7M Exchangeable Shares are derivative securities held by an affiliated corporation (GAG) as deal consideration; they are generally exchangeable into common shares (roughly 1-for-1) and include a Special Voting Preferred share to carry voting rights. These items reflect transaction consideration tied to a corporate acquisition, not an open-market buy or sale by the director personally.

Insider Transaction Report

Form 4
Period: 2026-04-01
Transactions
  • Award

    Special Voting Preferred Stock

    [F1][F2]
    2026-04-01+11 total(indirect: See footnote)
  • Award

    Common Stock, par value $0.0001 per share

    [F3][F4]
    2026-04-01+2,2972,297 total
  • Award

    Exchangeable Shares

    [F1][F5]
    2026-04-01+2,702,1802,702,180 total(indirect: See footnote)
    Exercise: $0.00Common Stock, par value $0.0001 per share (2,702,180 underlying)
Footnotes (5)
  • [F1]The reported securities were acquired by Groupe Autobus Girardin Ltee, a corporation existing under the federal laws of Canada ("GAG"), in connection with the acquisition by the issuer of the remaining interest in its Micro Bird joint venture, as more fully described in the issuer's current report on Form 8-K filed with the Securities & Exchange Commission on April 2, 2026. The remaining interest in the Micro Bird joint venture was acquired from the sellers partly for $63,021,287 in cash and partly for (a) 2,702,180 Exchangeable Shares of MB Exchangeco Inc., a corporation existing under the laws of the Province of Ontario and a subsidiary of the issuer, and (b) 1 share of Special Voting Preferred Stock of the issuer.
  • [F2]The Special Voting Preferred Stock share entitles the holder thereof to vote with the issuer's common stockholders and to cast the number of votes equal to the number of shares of the issuer's common stock that the Exchangeable Shares are exchangeable for. The reporting person may be deemed to have indirect beneficial ownership of such securities by virtue of his roles as a GAG shareholder, GAG manager and member of the GAG board of directors. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
  • [F3]The award represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the common stock of Blue Bird Corporation.
  • [F4]The RSUs will vest on March 31, 2027; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company or if the reporting person's service terminates due to death, disability or due to completion of the reporting person's term of office as a director. Shares of common stock will be issued in settlement of the RSUs upon vesting and the earlier of the reporting person's compliance with the Company's applicable minimum stock ownership guidelines, termination of service as a director or a change in control event.
  • [F5]The Exchangeable Shares are immediately exchangeable for shares of issuer's common stock, generally on a 1-for-1 basis, and while they do not expire, issuer, at its sole discretion, may force an exchange of any outstanding shares for shares of issuer's common stock after five years.
Signature
/s/ Matthew Meziere as attorney-in-fact|2026-04-09

Documents

1 file
  • 4
    wk-form4_1775767314.xmlPrimary

    FORM 4