Build-A-Bear (NYSE: BBW) 10-K/A fixes exhibit links, notes $649.5M float

Rhea-AI Filing Summary

Build-A-Bear Workshop, Inc. filed an amendment to its annual report to correct broken hyperlinks to several executive employment, incentive plan, and credit agreement exhibits. The amendment does not update prior disclosures and is intended to be read together with the original report.

The company reported an aggregate market value of common stock held by non-affiliates of $649.5 million based on a $49.36 New York Stock Exchange closing price on August 2, 2025. As of April 14, 2026, there were 12,580,479 shares of common stock issued and outstanding.

Key Figures

Public float market value: $649.5 million Reference share price: $49.36 per share Shares outstanding: 12,580,479 shares

3 metrics

Public float market value $649.5 million Aggregate market value of common stock held by non-affiliates as of August 2, 2025

Reference share price $49.36 per share New York Stock Exchange closing price on August 2, 2025 used to calculate public float

Shares outstanding 12,580,479 shares Issued and outstanding common stock as of April 14, 2026

Key Terms

well-known seasoned issuer, large accelerated filer, Inline XBRL, Omnibus Incentive Plan, +2 more

6 terms

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act."

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

large accelerated filer regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”"

A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.

Inline XBRL technical

"Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Omnibus Incentive Plan financial

"Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (incorporated by reference"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Clawback Policy regulatory

"97.1 | | Clawback Policy (incorporated by reference from Exhibit 97.1"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Nonqualified Deferred Compensation Plan financial

"10.2 * | | Nonqualified Deferred Compensation Plan (incorporated by reference"

How to Read a 10-K Annual Report →

FY 2026 --01-31 true 0001113809 00011138092025-02-012026-01-31 thunderdome:item xbrli:shares 00011138092026-04-14 iso4217:USD 00011138092025-08-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Mark One)

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 31, 2026

OR

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number: 001-32320

BUILD-A-BEAR WORKSHOP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	43-1883836
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

415 South 18th St. St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)

(314) 423-8000

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		BBW		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes     ☒  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐  Yes     ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes     ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   ☒  Yes     ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐ Accelerated filer  ☒ Non-accelerated filer  ☐ Smaller reporting company  ☐ Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not 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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    ☒  No

There is no non-voting common equity. The aggregate market value of the common stock held by non-affiliates (based upon the closing price of $49.36 for the shares on the New York Stock Exchange on August 2, 2025) was $649.5 million as of August 2, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.

As ofApril 14, 2026, there were 12,580,479 issued and outstanding shares of the registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its June 11, 2026, Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The Registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

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BUILD-A-BEAR WORKSHOP, INC.

INDEX TO FORM 10-K

		Page
Explanatory Note		4
Part IV
Item 15.	Exhibits and Financial Statement Schedules	5
Exhibit Index		5
Signatures		9

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Explanatory Note

Build-A-Bear Workshop, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (the “Original Form 10-K”) to correct the hyperlinks for the following exhibits:

Exhibit 10.4* Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Sharon Price John and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on March 11, 2016)

Exhibit 10.5* Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Vojin Todorovic and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.5 on our Current Report on Form 8-K, filed on March 11, 2016)

Exhibit 10.6* Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024, by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on September 12, 2024)

Exhibit 10.7* Employment, Confidentiality and Noncompete Agreement, effective as of August 4, 2025, by and between Yevgeny Fundler and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 10-Q, filed on September 11, 2025)

Exhibit 10.8* CEO Employment, Confidentiality and Noncompete Agreement, effective as of March 12, 2026, by and between J. Christopher Hurt and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 12, 2026)

Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and does not modify or update in any way the disclosures contained in the Original Form 10-K, which speak as of the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

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PART IV

ITEM  15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits.

The following is a list of exhibits filed as a part of the Annual Report on Form 10-K:

Exhibit Number			Description
2.1			Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant (incorporated by reference from Exhibit 2.1 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
3.1			Third Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on November 8, 2004)
3.2			Amended and Restated Bylaws, as amended through January 4, 2018 (incorporated by reference from Exhibit 3.1 to our Current Report on Form 8-K, filed on January 4, 2018)
4.1			Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
4.2			Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference from Exhibit 4.2 to our Annual Report on Form 10-K, filed on April 14, 2021)
10.1*			Third Amended and Restated Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on May 12, 2014)
10.1.1*			Form of the Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 20, 2015)
10.1.2*			Form of Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.7 on our Current Report on Form 8-K, filed on March 11, 2016)
10.1.3*			Form of Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 on our Current Report on Form 8-K, filed on March 17, 2017)
10.1.4*			Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on May 12, 2017)

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10.1.5*		Form of Restricted Stock and Non-Qualified Stock Option Award Agreement under Registrant's 2017 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.2 on our Current Report on Form 8-K, filed on March 21, 2018)
10.1.6*		Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on June 12, 2020)
10.1.7*		Form of Restricted Stock Agreement under the Registrant’s 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.3 of our Current Report on Form 8-K, filed on April 16, 2021)
10.1.8*		Description of Build-A-Bear Work, Inc. Cash Bonus Program for C-Level Employees (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on April 14, 2023)
10.1.9*		Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on June 9, 2023)
10.1.10*		Form of Non-Employee Director Restricted Stock Agreement (incorporated by reference from Exhibit 10.2 of our Current Report on Form 8-K, filed on June 9, 2023)
10.1.11*		Description of Build-A-Bear Workshop, Inc. Cash Bonus Program for Executive Officers (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on April 19, 2024)
10.1.12*		Form of Restricted Stock Agreement under the Registrant’s Amended and Restated 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.2 of our Current Report on Form 8-K, filed on April 19, 2024)
10.2 *		Nonqualified Deferred Compensation Plan (incorporated by reference from Exhibit 10.42 to our Annual Report on Form 10-K, for the year ended December 30, 2006)
10.3*		Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Eric Fencl and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 11, 2016)
10.4*		Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Sharon Price John and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on March 11, 2016)
10.5*		Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Vojin Todorovic and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.5 on our Current Report on Form 8-K, filed on March 11, 2016)
10.6*		Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024, by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on September 12, 2024)

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10.7*		Employment, Confidentiality and Noncompete Agreement, effective as of August 4, 2025, by and between Yevgeny Fundler and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 10-Q, filed on September 11, 2025)
10.8*		CEO Employment, Confidentiality and Noncompete Agreement, effective as of March 12, 2026, by and between J. Christopher Hurt and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 12, 2026)
10.9*		Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference from Exhibit 10.11 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
10.10		Revolving Credit and Security Agreement dated as of August 25, 2020 among the Company and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on August 31, 2020).
10.10.1		First Amendment to Revolving Credit and Security Agreement dated as of December 17, 2021 among the Company and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on December 22, 2021)
10.10.2		Second Amendment to Revolving Credit and Security Agreement dated as of November 21, 2022 among the Company and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on November 23, 2022)
10.10.3		Third Amendment to Revolving Credit and Security Agreement dated as of December 31, 2025 among the Company, as borrowing agent and borrower; Build-A-Bear Retail Management, Inc., as an additional borrower; Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC Bank, National Association, as agent for the lenders ((incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on January 5, 2026).
10.11		Facility Construction Agreement dated December 22, 2005 between the Registrant and Duke Construction Limited Partnership (incorporated by reference from Exhibit 10.35 to our Annual Report on Form 10-K, for the year ended December 31, 2005)
10.12		Real Estate Purchase Agreement dated December 19, 2005 between Duke Realty Ohio and the Registrant (incorporated by reference from Exhibit 10.36 to our Annual Report on Form 10-K, for the year ended December 31, 2005)
11.1		Statement regarding computation of earnings per share (incorporated by reference from Note 11 of the Registrant’s audited consolidated financial statements included herein)
19.1		Build-A-Bear Workshop, Inc. Insider Trading Policy
21.1		List of Subsidiaries of the Registrant
23.1		Consent of Ernst & Young LLP
31.1		Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
31.2		Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
32.1		Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
32.2		Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
97.1		Clawback Policy (incorporated by reference from Exhibit 97.1 to our Annual Report on Form 10-K for the year ended February 3, 2024

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101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Extension Calculation Linkbase Document
101.DEF		Inline XBRL Extension Definition Linkbase Document
101.LAB		Inline XBRL Extension Label Linkbase Document
101.PRE		Inline XBRL Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement

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BUILD-A-BEAR WORKSHOP, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			BUILD-A-BEAR WORKSHOP, INC.
			(Registrant)
Date: April 16, 2026			By:	/s/ Yevgeny Fundler
				Yevgeny Fundler
				Chief Legal Officer and Secretary

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FAQ

What does Build-A-Bear Workshop’s 10-K/A amendment change for BBW investors?

The 10-K/A amendment for Build-A-Bear Workshop (BBW) corrects hyperlinks to specific exhibits, mainly executive employment and incentive agreements and credit documents. It does not alter previously reported financial or business information in the original annual report.

How many Build-A-Bear Workshop shares are outstanding according to this 10-K/A?

The amendment states that 12,580,479 shares of Build-A-Bear Workshop common stock were issued and outstanding as of April 14, 2026. This figure helps investors understand the company’s current equity base when assessing ownership stakes and market capitalization.

What is the reported market value of Build-A-Bear Workshop’s non-affiliate common stock?

The document reports an aggregate market value of $649.5 million for common stock held by non-affiliates, based on a $49.36 share price on August 2, 2025. This figure reflects the public float value at the end of the most recent second fiscal quarter.

Which types of agreements are highlighted in the updated exhibits for BBW?

The updated exhibit hyperlinks cover employment, confidentiality and noncompete agreements with key executives, equity and cash incentive plans, a nonqualified deferred compensation plan, and a revolving credit and security agreement with related amendments, all incorporated by reference from earlier SEC filings.

Does the Build-A-Bear 10-K/A include new certifications or policies?

Yes. The amendment includes updated Section 302 certifications by the CEO and CFO, Section 906 certifications, an Insider Trading Policy, and a Clawback Policy referenced as Exhibit 97.1, aligning governance and compliance documentation with the amended annual report.

Are Build-A-Bear Workshop’s executive compensation plans detailed in this 10-K/A?

The amendment’s exhibit list references multiple omnibus incentive plans, restricted stock agreements, and cash bonus programs for C-level executives and directors. Full terms are incorporated by reference from prior filings rather than restated in this document, but their existence and exhibit numbers are clearly identified.