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BUILD-A-BEAR WORKSHOP INC

For the period ended Aug 1, 2026. Filed Sep 10, 2026.

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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.

Aug 1, 2026 · Filed Sep 10, 2026

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 andtwenty-six weeks ended* August 1, 2026and August 2, 2025* (in thousands).

Thirteen weeks endedTwenty-six weeks ended
August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Operating cash flows for operating leases$11,153$10,633$22,215$20,848

As of* August 1, 2026and August 2, 2025*, the weighted-average remaining operating lease term was 6.2 years and 6.1 years, respectively, and the weighted-average discount rate was 6.9% and 7.1%, respectively, for operating leases recognized on the Company's condensed consolidated balance sheets.

The value of our operating lease asset was $119.8 million and $101.0 million as of* August 1, 2026and August 2, 2025*, respectively. The increase was 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 andtwenty-six weeks ended* August 1, 2026* and thethirteen andtwenty-six weeks ended* August 2, 2025*, 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 condensed consolidated balance sheet (in thousands).

Operating Leases
2026$15,887
202733,912
202826,510
202920,987
203016,540
Thereafter43,184
Total minimum lease payments157,020
Less: amount of lease payments representing interest(31,509)
Present value of future minimum lease payments125,511
Less: current obligations under leases(28,138)
Long-term lease obligations$97,373

As of* August 1, 2026*, the Company had additional executed leases that hadnot yet commenced with operating lease liabilities of $0.9 million. These leases are expected to commence in thethird quarter of fiscal2026 with lease terms ofthree toten years.

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4. Other Assets

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

August 1,January 31,August 2,
202620262025
Prepaid occupancy (1)$3,478$2,570$3,757
Prepaid insurance1,6031,068451
Prepaid taxes (2)32781143
Prepaid gift card fees432511388
Prepaid royalties396111203
Other (3)5,1425,2625,084
Total$11,378$9,603$10,026
(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):

August 1,January 31,August 2,
202620262025
Entertainment production asset (1)$3,726$4,493$4,336
Deferred compensation1,3911,3561,549
Other (2)91159136
Total$5,208$6,008$6,021
(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):

August 1,January 31,August 2,
202620262025
Accrued wages, bonuses and related expenses$9,177$16,824$12,122
Sales and value added taxes payable2,3253,3412,597
Current income taxes payable1,2623,9432,156
Accrued rent and related expenses (1)1,0171,046885
Accrued expense - other (2)9509501,350
Total$14,731$26,104$19,110
(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* August 1, 2026and August 2, 2025*, selling, general and administrative expense included stock-based compensation expense of $(0.8) million and $0.7 million, respectively. For thetwenty-six weeks ended* August 1, 2026and August 2, 2025* selling, general and administrative expense included stock-based compensation expense of $(0.1) million and $1.2 million, respectively. As of* August 1, 2026*, there was $5.4 million of total unrecognized compensation expense related to unvested restricted stock awards which is expected to be recognized over a weighted-average period of 2.0 years.

As of* August 1, 2026* and* January 31, 2026*, 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 thetwenty-six weeks ended* August 1, 2026*:

Time-Based Restricted StockPerformance-Based Restricted Stock
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Outstanding, January 31, 2026 (1)73,588$37.97156,665$32.82
Granted (1)87,38337.11110,33737.39
Vested(41,415)37.08--
Adjustment for performance achievement--(40,494)24.75
Earned and vested--(9,810)24.75
Forfeited (1)(23,336)38.61(70,549)33.90
Outstanding, August 1, 2026 (1)96,220$37.76146,149$38.59
(1)Performance-based restricted stock outstanding, granted, and forfeited are presented at 100% of target.

The total fair value of shares vested during thetwenty-six weeks ended* August 1, 2026and August 2, 2025* was $1.8 million and $2.5 million, respectively.

The outstanding performance shares as of* August 1, 2026* consist of the following:

Performance Shares
Unearned shares subject to performance-based restrictions at target:
2024 - 2026 consolidated, cumulative EBITDA objectives18,398
2024 - 2026 consolidated, cumulative revenue objectives6,133
2025 - 2027 consolidated revenue growth objectives37,832
2026 - 2028 consolidated revenue growth objectives83,786
Performance shares outstanding, August 1, 2026146,149

7. Income Taxes

The Company's effective tax rate was 24.7% and 23.8% for thethirteen andtwenty-six weeks ended* August 1, 2026*, respectively, compared to 19.3% and 20.8% for thethirteen andtwenty-six weeks ended* August 2, 2025*, respectively. The fiscal 2026 effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense offset partially by the tax impact of equity awards vesting and the foreign-derived deduction eligible income (formerly foreign derived intangible income). The fiscal2025 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. In addition, in thesecond quarter of fiscal2026 and2025, 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* August 1, 2026and August 2, 2025* (in thousands).

For the thirteen weeks ended August 1, 2026 · For the thirteen weeks ended August 2, 2025
Common · Retained · Common · Retained
stockAPIC (1)AOCI (2)earningsTotalstockAPIC (1)AOCI (2)earningsTotal
Balance, beginning$126$59,919$(10,939)$109,913$159,019$132$61,602$(11,295)$98,243$148,682
Shares issued under employee stock plans2(2)--
Stock-based compensation3434375375
Shares withheld in lieu of tax withholdings-(104)(104)-
Share repurchase(2)(734)(4,909)(5,645)(276)(2,839)(3,115)
Cash dividends(2,874)(2,874)(2,905)(2,905)
Other---
Other comprehensive income(193)(193)(9)(9)
Net income8,7608,76012,36712,367
Balance, ending$126$59,113$(11,132)$110,890$158,997$132$61,701$(11,304)$104,866$155,395

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

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

The following table sets forth the changes in stockholders’ equity for thetwenty-six weeks ended* August 1, 2026and August 2, 2025* (in thousands).

For the twenty-six weeks ended August 1, 2026 · For the twenty-six weeks ended August 2, 2025
Common · Retained · Common · Retained
stockAPIC (1)AOCI (2)earningsTotalstockAPIC (1)AOCI (2)earningsTotal
Balance, beginning$128$60,821$(10,760)$104,839$155,028$133$61,987$(12,554)$89,516$139,082
Shares issued under employee stock plans22412431,1031,103
Stock-based compensation414414659659
Shares withheld in lieu of tax withholdings-(454)(454)(1,266)(1,266)
Share repurchase(4)(1,909)(15,240)(17,153)(1)(782)(6,540)(7,323)
Cash dividends(5,768)(5,768)(5,796)(5,796)
Other---
Other comprehensive income(372)(372)1,2501,250
Net income27,05927,05927,68627,686
Balance, ending$126$59,113$(11,132)$110,890$158,997$132$61,701$(11,304)$104,866$155,395

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

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

During thethirteen andtwenty-six weeks ended* August 1, 2026*, the Company utilized $5.6 million in cash to repurchase 155,118 shares and utilized $17.0 million in cash to repurchase 403,236 shares, respectively, under its $100 million stock repurchase program that was authorized by the Board on* September 11, 2024 (the "September 2024Stock Repurchase Program"). Between the end of thesecond* fiscal quarter of2026 and* September 8,2026, the Company utilized an additional $4.2 million in cash to repurchase 129,194 shares under the September 2024Stock Repurchase Program, leaving an aggregate of $40.5 million available for future repurchases under that plan. For thethirteen* andtwenty-six weeks ended* August 1, 2026*, the Board authorized cash dividends to stockholders of$2.9 million and $5.8 million, respectively.

During thethirteen andtwenty-six weeks ended* August 2, 2025*, the Company utilized $3.1 million in cash to repurchase 59,083 shares and utilized $7.3 million to repurchase 167,585 shares, respectively, under the* September 2024Stock Repurchase Program. For thethirteen* andtwenty-six weeks ended* August 2, 2025*, the Company's Board of Directors authorized cash dividends to stockholders of $2.9 million and $5.8 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 endedTwenty-six weeks ended
August 1,August 2,August 1,August 2,
2026202520262025
NUMERATOR:
Net income$8,760$12,367$27,059$27,686
DENOMINATOR:
Weighted average number of common shares outstanding - basic12,420,37913,111,61512,502,38313,095,958
Dilutive effect of share-based awards:11,15427,85524,33946,485
Weighted average number of common shares outstanding - dilutive12,431,53313,139,47012,526,72213,142,443
Basic net income per common share$0.71$0.94$2.16$2.11
Diluted net income per common share$0.70$0.94$2.16$2.11

In calculating the diluted income per share for thethirteen andtwenty-six weeks ended* August 1, 2026*, respectively, there were 162,065 and 115,630 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 andtwenty-six weeks ended* August 2, 2025*, respectively, there were 28,036 and 14,018 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* August 1, 2026and August 2, 2025* was comprised entirely of foreign currency translation. For thethirteen weeks ended* August 1, 2026and August 2, 2025*, 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, Puerto Rico, 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 wholesale sales of merchandise, supplies and fixtures, licensing the Company's intellectual properties forthird party use, and revenues generated from entertainment activities. 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$106,544$8,086$661$115,291
Cost of Goods Sold48,9823,38343752,802
Gross Profit57,5624,70322462,489
Selling, General & Administrative34,76798730636,060
Contribution Margin22,7953,716(82)26,429
Overhead Expenses(1)15,350
Interest Income(552)
Income before income taxes$11,631
Total Revenue$114,635$8,629$983$124,247
Cost of Goods Sold48,5523,41976552,736
Gross Profit66,0835,21021871,511
Selling, General & Administrative34,18397-34,280
Contribution Margin31,9005,11321837,231
Overhead Expenses(1)22,119
Interest Income(206)
Income before income taxes$15,318
Total Revenue$220,010$19,034$1,517$240,561
Cost of Goods Sold89,3207,8021,07898,200
Gross Profit130,69011,232439142,361
Selling, General & Administrative70,8471,09030672,243
Contribution Margin59,84310,14213370,118
Overhead Expenses(1)35,293
Interest Income(686)
Income before income taxes$35,511
Total Revenue$234,224$16,251$2,167$252,642
Cost of Goods Sold100,1236,4331,588108,144
Gross Profit134,1019,818579144,498
Selling, General & Administrative68,535193-68,728
Contribution Margin65,5669,62557975,770
Overhead Expenses(1)41,227
Interest Income(406)
Income before income taxes$34,949
(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 (in thousands):

Direct-to- · International
ConsumerCommercialFranchisingCorporateTotal
Total Assets$243,692$13,562$1,336$75,511$334,101
Depreciation and amortization2,671467-9744,112
Capital Expenditures7,690-8628,552
Total Assets$219,168$11,466$1,648$85,956$318,238
Depreciation and amortization2,69135-9423,668
Capital Expenditures2,381--9843,365
Total Assets$243,692$13,562$1,336$75,511$334,101
Depreciation and amortization5,235825-2,0548,114
Capital Expenditures13,101--2,32015,421
Total Assets$219,168$11,466$1,648$85,956$318,238
Depreciation and amortization5,42574-1,8697,368
Capital Expenditures4,021--2,3076,328

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$101,011$13,272$1,008$115,291
Net sales to external customers$107,066$15,775$1,406$124,247
Net sales to external customers$208,509$27,607$4,445$240,561
Property and equipment, net74,4934,56579,058
Net sales to external customers$218,339$31,402$2,901$252,642
Property and equipment, net54,1214,68358,804

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. During thefirst quarter of fiscal2026, the Company received approximately $0.6 million from His Majesty's Revenue and Customs ("HMRC"). Following this receipt, the Company reassessed the collectability of the related receivable and adjusted both the gross receivable balance and the associated reserve by $3.2 million, leaving a gross receivable balance of $0.8 million, a reserve of $0.6 million, and a net receivable of $0.2 million as of* August 1, 2026.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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