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BUILD-A-BEAR WORKSHOP INC

For the period ended Nov 1, 2025. Filed Dec 11, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 1, 2025 · Filed Dec 11, 2025

BBW$31.61+6.4%Stored close · as of Nov 9, 2026

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Item 5. Other information

The table below presents supplemental cash flow information related to leases for thethirteen andthirty-nine weeks ended* November 1, 2025and November 2, 2024* (in thousands).

Thirteen weeks endedThirty-nine weeks ended
November 1, 2025November 2, 2024November 1, 2025November 2, 2024
Operating cash flows for operating leases$11,098$10,737$31,946$30,852

As of* November 1, 2025and November 2, 2024*, the weighted-average remaining operating lease term was 6.1 years and 5.7 years, respectively, and the weighted-average discount rate was 7.0% and 7.2%, respectively, for operating leases recognized on the Company's condensed consolidated balance sheets.

The value of our operating lease asset was $111.7 million and $91.3 million as of* November 1, 2025and November 2, 2024*, respectively. Theincreasewas driven by the Company entering into leases for new stores as well as securing longer-term extensions for existing stores resulting in contracts with more favorable terms.

For thethirteen andthirty-nine weeks ended* November 1, 2025* and thethirteen andthirty-nine weeks ended* November 2, 2024* the Company incurredno impairment charges against its right-of-use operating lease assets.

Undiscounted cash flows

The table below reconciles the undiscounted cash flows for each of thefirst five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet (in thousands).

Operating Leases
2025$15,168
202632,273
202722,848
202817,447
202913,852
Thereafter43,323
Total minimum lease payments144,911
Less: amount of lease payments representing interest(26,697)
Present value of future minimum lease payments118,214
Less: current obligations under leases(27,271)
Long-term lease obligations$90,943

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4. Other Assets

Prepaid expenses and other current assets consist of the following (in thousands):

November 1,February 1,November 2,
202520252024
Prepaid occupancy (1)$3,069$2,213$2,626
Prepaid insurance1051,2481,209
Prepaid taxes (2)2531,512579
Prepaid gift card fees348493571
Prepaid royalties243736212
Other (3)7,5506,4676,784
Total$11,568$12,669$11,982
(1)Prepaid occupancy consists of prepaid expenses related to variable non-lease components.
(2)Prepaid taxes consist of prepaid federal and state income tax.
(3)Other consists primarily of prepaid expense related to information technology maintenance contracts and software as a service.

Other non-current assets consist of the following (in thousands):

November 1,February 1,November 2,
202520252024
Entertainment production asset (1)$4,715$4,222$4,384
Deferred compensation1,6061,6841,679
Other (2)107195223
Total$6,428$6,101$6,286
(1)Entertainment production asset includes the direct costs, production overhead and development costs in producing entertainment assets such as films or music.
(2)Other consists primarily of deferred financing costs related to the Company's credit facility.

5. Accrued Expenses

Accrued expenses consist of the following (in thousands):

November 1,February 1,November 2,
202520252024
Accrued wages, bonuses and related expenses$15,687$13,268$15,310
Sales and value added taxes payable1,9621,3592,043
Current income taxes payable5105801,869
Accrued rent and related expenses (1)7441,002772
Accrued expense - other (2)950--
Total$19,853$16,209$19,994
(1)Accrued rent and related expenses consist of accrued costs associated with non-lease components.
(2)Accrued expense - other consists of costs associated with legal accruals.

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6. Stock-based Compensation

On* April14,* 2020, the Company's Board of Directors (the “Board”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc.2020 Omnibus Incentive Plan (the*“2020* Incentive Plan”). On* June 11, 2020,the Company’s stockholders approved the2020* Incentive Plan. On* April11,* 2023, the Board adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. Amended and Restated2020 Omnibus Incentive Plan (the “Restated2020 Incentive Plan”). On* June 8, 2023,at the Company’s2023* Annual Meeting of Stockholders, the Company’s stockholders approved the Restated2020 Incentive Plan. The Restated2020 Incentive Plan, which is administered by the Compensation and Human Capital Committee of the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based awards, and performance awards pursuant to the terms of the Restated2020 Incentive Plan. The Restated2020 Incentive Plan will terminate on* April 11, 2033,unless earlier terminated by the Board. The total number of shares of the Company’s common stock authorized for issuance under the Restated2020* Incentive Plan increased by 800,000 to a maximum of 1,800,000 since its inception as the2020 Incentive Plan, subject to customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired company plan shares, plus shares that are subject to outstanding awards made under the Build-A-Bear Workshop, Inc.2017 Omnibus Incentive Plan (the*“2017* Plan”) that on or after* April 14, 2020,** may*be forfeited, expire or be settled for cash.

For thethirteen weeks ended* November 1, 2025and November 2, 2024*, selling, general and administrative expense included stock-based compensation expense of $1.0 million and $0.7 million, respectively. For thethirty-nine weeks ended* November 1, 2025and November 2, 2024*, selling, general, and administrative expense included stock-based compensation expense of $2.2 million and $1.7 million, respectively. As of* November 1, 2025*, there was $6.4 million of total unrecognized compensation expense related to unvested restricted stock awards which is expected to be recognized over a weighted-average period of 1.9 years.

As of* November 1, 2025*, and,* February 1, 2025* the Company hadno outstanding stock options.

The following table is a summary of the balances and activity related to time-based and performance-based restricted stock for thethirty-nine weeks ended* November 1, 2025*:

Time-Based Restricted StockPerformance-Based Restricted Stock
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Outstanding, February 1, 2025 (1)97,538$25.21193,273$23.17
Granted (1)46,22846.7651,26331.46
Vested(59,386)24.23--
Adjustment for performance achievement--(11,572)18.03
Earned and vested--(61,222)18.03
Forfeited (1)----
Outstanding, November 1, 2025 (1)84,380$37.71171,742$32.69
(1)Performance-based restricted stock outstanding, granted, and forfeited are presented at 100% of target.

The total fair value of shares vested during thethirty-nine weeks ended* November 1, 2025and November 2, 2024* was $2.5 million and $2.2 million, respectively.

The outstanding performance shares as of* November 1, 2025* consist of the following:

Performance Shares
Unearned shares subject to performance-based restrictions at target:
2023 - 2025 consolidated pre-tax income growth objectives36,309
2023 - 2025 consolidated revenue growth objectives19,551
2024 - 2026 consolidated, cumulative EBITDA objectives42,418
2024 - 2026 consolidated, cumulative revenue objectives22,840
2025 - 2027 consolidated revenue growth objectives50,624
Performance shares outstanding, November 1, 2025171,742

7. Income Taxes

On* July 4, 2025,the "One Big Beautiful Bill Act" ("OBBBA") was signed into law. The Company has analyzed the legislation and expects that the OBBBA will have an immaterial impact on ourFY25* andFY26 effective tax rate. The Company is continuing to evaluate the impacts as additional information is provided.

The Company's effective tax rate was 24.3% and 21.6% for thethirteen andthirty-nine weeks ended* November 1, 2025* compared to 24.5% and 24.1% for thethirteen andthirty-nine weeks ended* November 2, 2024*. The fiscal 2025 effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense offset by the tax impact of equity awards vesting, the foreign-derived intangible income deduction and discrete benefits related to settlement of a prior period tax position. The fiscal2024 effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the tax impact of equity awards vesting. In addition, in thethird quarter of fiscal2025 and2024, the Company remains in a full valuation allowance in certain foreign jurisdictions.

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8. Stockholders’ Equity

The following table sets forth the changes in stockholders’ equity (in thousands) for thethirteen weeks ended* November 1, 2025and November 2, 2024* (in thousands):

For the thirteen weeks ended November 1, 2025 · For the thirteen weeks ended November 2, 2024
Common · Retained · Common · Retained
stockAPIC (1)AOCI (2)earningsTotalstockAPIC (1)AOCI (2)earningsTotal
Balance, beginning$132$61,701$(11,304)$104,866$155,395$136$62,831$(11,913)$74,737$125,791
Stock-based compensation426426346346
Share repurchase(2)(788)(9,405)(10,195)(1)(666)(4,166)(4,833)
Cash dividends(2,887)(2,887)(2,704)(2,704)
Other comprehensive income (loss)(244)(244)102102
Net income8,1228,1229,8719,871
Balance, ending$130$61,339$(11,548)$100,696$150,617$135$62,511$(11,811)$77,738$128,573

(1) Additional paid-in capital (“APIC”)

(2) Accumulated other comprehensive loss (“AOCI”)

The following table sets forth the changes in stockholders’ equity (in thousands) for thethirty-nine weeks ended* November 1, 2025and November 2, 2024* (in thousands):

For the thirty-nine weeks ended November 1, 2025 · For the thirty-nine weeks ended November 2, 2024
Common · Retained · Common · Retained
stockAPIC (1)AOCI (2)earningsTotalstockAPIC (1)AOCI (2)earningsTotal
Balance, beginning$133$61,987$(12,554)$89,516$139,082$142$66,330$(12,082)$75,272$129,662
Shares issued under employee stock plans1,1031,10321,0941,096
Stock-based compensation1,0851,0851,0161,016
Shares withheld in lieu of tax withholdings(1,266)(1,266)(1)(2,089)(2,090)
Share repurchase(3)(1,570)(15,944)(17,517)(8)(3,840)(19,333)(23,181)
Cash dividends(8,684)(8,684)(8,269)(8,269)
Other--(39)(39)
Other comprehensive income1,0061,006271271
Net income35,80835,80830,10730,107
Balance, ending$130$61,339$(11,548)$100,696$150,617$135$62,511$(11,811)$77,738$128,573

(1) Additional paid-in capital (“APIC”)

(2) Accumulated other comprehensive loss (“AOCI”)

During thethirteen andthirty-nine weeks ended* November 1, 2025*, the Company utilized $10.1 million in cash to repurchase 168,456 shares and utilized $17.4 million in cash to repurchase 336,041 shares, respectively, under its $100 million dollar stock repurchase program that was authorized by the Board on* September 11, 2024 (the "September 2024Stock Repurchase Program"). Between the end of thethird* fiscal quarter of2025 and * December 8,* 2025, the Company utilized an additional$2.4 million in cash to repurchase 46,831 under the* September 2024Stock Repurchase Program, leaving the aggregate $71.8 million available for future repurchases under that plan. For thethirteen* andthirty-nine weeks ended* November 1, 2025*, the Board authorized cash dividends to shareholders of$2.9 million and $8.7 million, respectively. Additionally, on* November 12, 2025,the Board declared a quarterly cash dividend of $0.22 per share on the issued and outstanding common stock of the company. The dividend will be paid on January 8, 2026,to all stockholders of record as of November 26, 2025.*

During thethirteen andthirty-nine weeks ended* November 2, 2024*, the Company utilized $4.8 million in cash to repurchase 147,917 shares and utilized $23.0 million in cash to repurchase 832,944 shares, respectively. During that quarter, the Company repurchased shares undertwo separate stock repurchase programs. For thethirteen weeks ending* November 2, 2024,the company repurchased 73,274 shares utilizing $2.0 million in ash under the Company's $50.0 million program authorized by its Board of Directors on August 31, 2022 (the "August 2022Stock Repurchase Program"). For thethirteen* andthirty-nine weeks ended* November 2, 2024,the company utilized $2.8 million in cash to repurchase 74,643 shares under the September 2024Stock Repurchase Program. For thethirteen* andthirty-nine weeks ended* November 2, 2024,*the Company's Board of Directors authorized cash dividends to shareholders of $2.7 million and $8.3 million, respectively.

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9. Income per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per share data):

Thirteen weeks endedThirty-nine weeks ended
November 1,November 2,November 1,November 2,
2025202420252024
NUMERATOR:
Net income$8,122$9,870$35,808$30,107
DENOMINATOR:
Weighted average number of common shares outstanding - basic13,010,07413,425,33213,067,33013,672,416
Dilutive effect of share-based awards:41,44936,65141,04740,045
Weighted average number of common shares outstanding - dilutive13,051,52313,461,98313,108,37713,712,461
Basic net income per common share$0.62$0.74$2.74$2.20
Diluted net income per common share$0.62$0.73$2.73$2.20

In calculating the diluted income per share for thethirteen andthirty-nine weeks ended* November 1, 2025*, respectively, there wereno and 23,753 shares of common stock that were outstanding at the end of the period that werenot included in the computation of diluted income per share due to their anti-dilutive effect. For thethirteen andthirty-nine weeks ended* November 2, 2024*, respectively, there were 1,141 and 29,288 shares of common stock that were outstanding at the end of the period that werenot included in the computation of diluted income per share due to their anti-dilutive effect.

10. Comprehensive Income

The difference between comprehensive income or loss and net income or loss is the result of foreign currency translation adjustments on the balance sheets of subsidiaries whose functional currency isnot the U.S. dollar. The accumulated other comprehensive loss balance on* November 1, 2025and November 2, 2024* was comprised entirely of foreign currency translation. For thethirteen weeks ended* November 1, 2025and November 2, 2024*, the Company hadno reclassifications out of accumulated other comprehensive loss.

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11. Segment Information

The Company’s operations are conducted through three operating segments consisting of DTC, commercial and international franchising. The DTC segment includes the operating activities of corporately-managed locations and other retail delivery operations in the U.S., Canada, the Republic of Ireland and the U.K., including the Company’s e-commerce sites and temporary stores. The commercial segment includes the Company’s transactions with other businesses, mainly comprised of licensing the Company’s intellectual properties forthird-party use and wholesale sales to our partner-operated locations. The international franchising segment includes the licensing activities of the Company’s franchise agreements with store locations in select countries in Asia, Australia, the Middle East, Africa, and South America. The operating segments have discrete sources of revenue, different capital structures and different cost structures. These operating segments represent the basis on which the Company’s chief operating decision maker regularly evaluates the business in assessing performance, determining the allocation of resources and the pursuit of future growth opportunities. Accordingly, the Company has determined that each of its operating segments represent a reportable segment. Thethree reportable segments follow the same accounting policies used for the Company’s consolidated financial statements.

The following is a summary of the financial information for the Company’s reportable segments (in thousands):

Direct-to- · International
ConsumerCommercialFranchisingTotal
Total Revenue$112,268$8,942$1,469$122,679
Cost of Goods Sold51,7784,11196856,857
Gross Profit60,4904,83150165,822
Selling, General & Administrative36,080103-36,183
Contribution Margin24,4104,72850129,639
Overhead Expenses(1)19,131
Interest Income(221)
Income before income taxes$10,729
Total Revenue$109,503$8,580$1,347$119,430
Cost of Goods Sold50,1163,6691,00554,790
Gross Profit59,3874,91134264,640
Selling, General & Administrative32,002197-32,199
Contribution Margin27,3854,71434232,441
Overhead Expenses(1)19,469
Interest Income(109)
Income before income taxes$13,081
Total Revenue$346,492$25,192$3,637$375,321
Cost of Goods Sold151,90110,5442,557165,002
Gross Profit194,59114,6481,080210,319
Selling, General & Administrative104,615296-104,911
Contribution Margin89,97614,3521,080105,408
Overhead Expenses(1)60,357
Interest Income(627)
Income before income taxes$45,678
Total Revenue$320,826$21,858$3,274$345,958
Cost of Goods Sold147,1389,2102,236158,584
Gross Profit173,68812,6481,038187,374
Selling, General & Administrative94,491648-95,139
Contribution Margin79,19712,0001,03892,235
Overhead Expenses(1)53,303
Interest Income(723)
Income before income taxes$39,655
(1)Overhead expenses contain selling, general and administrative expenses not attributable to a segment.

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Total assets, depreciation and amortization, and capital expenditures for the Company's segments, as well as for Corporate and support, are as follows:

Direct-to- · International
ConsumerCommercialFranchisingCorporateTotal
Depreciation and amortization2,63232-1,0353,699
Capital Expenditures5,191-1,3536,544
Depreciation and amortization2,63755-9963,688
Capital Expenditures2,618--1,2533,871
Total Assets221,19814,3641,97688,961$326,499
Depreciation and amortization8,057106-2,90411,067
Capital Expenditures9,211--3,66012,871
Total Assets$197,080$11,405$2,767$74,611$285,862
Depreciation and amortization7,844161-2,97810,983
Capital Expenditures6,708--2,8639,571

The Company’s reportable segments are primarily determined by the types of products and services that they offer. Each reportable segment* may*operate in many geographic areas. Revenues are recognized in the geographic areas based on the location of the customer or franchisee. The following schedule is a summary of the Company’s sales to external customers and long-lived assets by geographic area (in thousands):

North
America (1)Europe (2)Other (3)Total
Net sales to external customers$102,690$18,143$1,846$122,679
Net sales to external customers$100,835$16,080$2,515$119,430
Net sales to external customers$321,029$49,545$4,747$375,321
Property and equipment, net57,5874,70062,287
Net sales to external customers$297,052$44,541$4,365$345,958
Property and equipment, net50,5853,91354,498

For purposes of this table only:

(1) North America includes corporately-managed locations and sales to wholesale customers in the United States and Canada.

(2) Europe includes corporately-managed locations in the U.K. and the Republic of Ireland and sales to wholesale customers in Europe.

(3) Other includes wholesale and franchise businesses outside of North America and Europe.

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12. Contingencies

In the normal course of business, the Company is subject to legal proceedings, government inquiries and claims, and other commercial disputes. Ifone or more of these matters has an unfavorable resolution, it is possible that the results of operations, liquidity or financial position of the Company could be materially affected in any particular period. The Company accrues a liability for these types of contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. Gain contingencies are recorded when the underlying uncertainty has been settled.

Assessments made by the U.K. customs authority in2012 were appealed by the Company, which has paid the disputed duty, strictly under protest, pending the outcome of the continuing dispute, and this is included in receivables, net in the DTC segment. The U.K. customs authority contested the Company's appeal. Rulings by the First Tier Tribunal in* November 2019and Upper Tribunal in March 2021held that duty was due on some, butnot* all, of the products at issue. The Company petitioned the Court of Appeal for permission to appeal certain elements of the Upper Tribunal decision, and in early* November 2021,a judge granted the Company's petition for permission to appeal those elements of the Upper Tribunal decision on some, butnot* all, of the grounds of appeal that the Company had put forward. An appeal was heard by the Court of Appeal during thefirst quarter of fiscal2022, and the Court of Appeal dismissed the appeal in thethird quarter of fiscal2022. During thefourth quarter of fiscal2022**, the UK Supreme Court declined to hear the appeal. The Company is engaging with the customs authority to attempt to resolve all outstanding issues following the application of the determined principles. The case will return to the lower tribunal for a final ruling if outstanding issues cannot be resolved. The Company maintains a provision against the related receivable, based on a current evaluation of collectability, using the latest facts available in the dispute. As of* November 1, 2025*, the Company had a gross receivable balance of $4.6 million and a reserve of $3.6 million, leaving a net receivable of $1.0 million. The Company believes that the outcome of this dispute willnot have a material adverse impact on the results of operations, liquidity, or financial position of the Company.

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