Form 8-K

8-K — Blue Bird Corp

Accession: 0001104659-26-112839

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0001589526

SIC: 3713 (TRUCK & BUS BODIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October

1, 2026

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36267

46-3891989

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3920 Arkwright Road

2nd Floor

Macon, Georgia 31210

(Address of principal executive offices and zip

code)

(478) 822-2801

(Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.0001 per share

BLBD

NASDAQ Global Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On October 1, 2026, Blue Bird

Corporation (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the “Prospectus

Supplement”) to its automatic shelf registration statement on Form S-3 (File No. 333-284017) relating to the resale, from time to

time, by the selling stockholder identified therein of up to 2,702,180 shares of the Company’s common stock issuable upon the exchange,

retraction or redemption, at the election of the selling stockholder, of non-voting exchangeable shares (the “Exchangeable Shares”)

of MB Exchangeco Inc., an indirect wholly owned Canadian subsidiary of the Company (“MB ExchangeCo”), or in connection with

certain liquidation, dissolution, winding-up or insolvency events involving the Company or MB ExchangeCo. The Exchangeable Shares were

issued by MB ExchangeCo in connection with the Company’s acquisition, completed on April 1, 2026, of the 50% interest in the Company’s

Micro Bird joint venture enterprise held by the former joint venture partner.

This Current Report on Form

8-K is being filed solely for the purpose of filing the opinion of Smith, Gambrell & Russell, LLP relating to the validity of the

Company’s common stock offered by the Prospectus Supplement and the accompanying prospectus, which opinion is attached as Exhibit

5.1 hereto.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit

5.1 Opinion of Smith, Gambrell & Russell, LLP.

23.1 Consent of Smith, Gambrell & Russell, LLP (included in its opinion filed as Exhibit 5.1).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUE BIRD CORPORATION

By:

/s/ Ted M. Scartz

Name:

Ted M. Scartz

Title:

Senior Vice President and General

Counsel

Dated: October 1, 2026

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2626711d1_ex5-1.htm · Sequence: 2

Exhibit 5.1

1105 W. Peachtree St. N.E.

Suite 1000

Atlanta, Georgia 30309-9813

Tel: 404-815-3500

www.sgrlaw.com

October 1, 2026

Blue Bird Corporation

3920 Arkwright Road, 2nd Floor

Macon, Georgia 31210

Re: Registration Statement on Form S-3ASR (No. 333-284017);

2,702,180 shares of common stock, $0.0001

par value per share

Dear Ladies and Gentlemen:

We have acted as counsel to

Blue Bird Corporation, a Delaware corporation (the “Company”), in connection with the resale, from time to time, of up to

2,702,180 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, by the selling stockholder

identified in the Prospectus (as defined below). The resale of the Shares is covered by the registration statement on Form S-3ASR under

the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”)

on December 23, 2024 (Registration No. 333-284017) (the “Registration Statement”), a base prospectus dated December 23, 2024

included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus

supplement dated October 1, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the

“Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under

the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus,

other than as expressly stated herein.

The Shares are issuable upon

the exchange, retraction or redemption of non-voting exchangeable shares (the “Exchangeable Shares”) of MB Exchangeco Inc.,

an indirect wholly owned Canadian subsidiary of the Company (“MB ExchangeCo”), or in connection with certain liquidation,

dissolution, winding-up or insolvency events involving the Company or MB ExchangeCo. The Exchangeable Shares were issued pursuant to that

certain Purchase Agreement, dated as of February 15, 2026, by and among the Company, MB ExchangeCo, MB Callco Inc., an indirect wholly

owned Canadian subsidiary of the Company (“MB CallCo”), Groupe Autobus Girardin Ltée (“GAG”), and the other

parties thereto (the “Purchase Agreement”).

have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion

hereinafter expressed, including: (i) the Company’s Second Amended and Restated Certificate of Incorporation and the Company’s

Bylaws, each as amended (together, the “Charter Documents”); (ii) the Purchase Agreement; (iii) that certain Exchange and

Support Agreement, dated as of April 1, 2026, by and among the Company, MB ExchangeCo, MB CallCo and GAG (the “Exchange and Support

Agreement” and, together with the Purchase Agreement, the “Exchangeable Shares Documents”), which was entered into in

connection with the closing of the transactions contemplated by the Purchase Agreement; (iv) certain resolutions of the Board of Directors

of the Company; and (v) such other documents, corporate records and instruments as we have deemed necessary for the purposes of the rendering

the opinion set forth herein. With your consent, we have relied upon certificates and other assurances of officers of the Company

and others as to factual matters without having independently verified such factual matters.

Blue Bird Corporation

October 1, 2026

Page 2

In such examination, we have

assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all

documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained

in the instruments, documents, certificates and records we have reviewed; (iv) that the Registration Statement and any amendments thereto

(including post-effective amendments), are effective under the Act; and (v) that the Shares will be issued and sold in compliance with

applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement.

We are opining herein as to

the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject

to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares have been issued

and delivered against payment therefor in the manner contemplated by the Registration Statement and in accordance with the terms of the

Exchangeable Share Documents, the Shares will have been duly authorized, validly issued, fully paid and non-assessable. In rendering the

foregoing opinion, we have also assumed that, at the time of issuance of any Shares: (i) certificates representing such Shares will have

been duly executed, countersigned, registered and delivered in accordance with the provisions of the Charter Documents and the DGCL; or

(ii) if the Shares are uncertificated, then valid book-entry notations will have been made in the share register of the Company

in accordance with the provisions of the Charter Documents and the DGCL, and the

Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion letter speaks

only as of its date. This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you

and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion letter

as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on October 1, 2026, and to the reference to

our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are

in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Smith, Gambrell & Russell, LLP

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