[144] Build-A-Bear Workshop, Inc. SEC Filing

Rhea-AI Filing Summary

Build-A-Bear Workshop, Inc. (BBW) Form 144 notifies a proposed sale of 18,485 common shares through Merrill Lynch (St. Louis) with an aggregate market value of $1,126,106.00, and lists 13,208,592 shares outstanding. The filing shows the shares to be sold were originally acquired through multiple stock grants from 2009 through 2019, totaling the 18,485 shares reported for sale. The filer previously sold 49,388 shares during the past three months for aggregate gross proceeds of $2,715,611.00 across five transactions. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Filing complies with Rule 144 disclosure, listing broker, number of shares, and aggregate market value
• Securities originate from long-held stock grants (2009–2019), indicating non-recent acquisitions

Negative

• Insider executed multiple sales recently (49,388 shares in past three months) for aggregate gross proceeds of $2,715,611.00
• Filing does not state a 10b5-1 plan adoption date, so plan-based safe-harbor status is not documented in this notice

Insights

Securities Analyst

TL;DR: Routine Rule 144 filing reporting an employee/insider sale; amounts represent a small fraction of total shares outstanding.

The filing documents a Rule 144 sale of 18,485 common shares valued at $1.13 million and shows prior sales of 49,388 shares totaling $2.72 million in the past three months. Compared with the reported 13.21 million shares outstanding, the sale size is immaterial to outstanding supply and unlikely to move the market on its own. The record of multiple stock grants indicates the shares originate from long-dated compensation awards rather than recent open-market purchases, which is typical for insiders monetizing vested equity.

Corporate Governance Expert

TL;DR: The filing appears procedurally compliant and includes the usual seller representation about material information.

This Form 144 provides required disclosure of the proposed sale method, broker, and provenance of the shares (stock grants from 2009–2019). The inclusion of the seller’s certification about lack of undisclosed material information and the broker details (Merrill Lynch, St. Louis) are consistent with meeting Rule 144 notice expectations. There is no disclosure here of any trading plan adoption date or other 10b5-1 specifics.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 1630 South Lindbergh Blvd St Louis MO 63131	18485	1126106.00	13208592	09/05/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/01/2009	Stock Grant	Issuer			4115	07/01/2009	Stock Grant
Common	02/23/2012	Stock Grant	issuer			2572	02/23/2012	Stock Grant
Common	07/01/2012	Stock grant	Issuer			4115	07/01/2012	Stock Grant
Common	09/16/2012	Stock Grant	Issuer			3000	09/16/2012	Stock Grant
Common	03/17/2013	Stock Grant	Issuer			1562	03/17/2013	Stock Grant
Common	03/23/2013	Stock Grant	Issuer			1737	03/23/2013	Stock Grant
Common	03/15/2019	Stock Grant	Issuer			1384	03/15/2019	Stock Grant

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Eric Fencl 415 S 18th Street Suite 200 St Louis MO 63103	Common	06/03/2025	6993	339161.00
Eric Fencl 415 S 18th Street Suite 200 St Louis MO 63103	Common	06/09/2025	16466	797071.00
Eric Fencl 415 S 18th Street Suite 200 St Louis MO 63103	Common	09/02/2025	11781	716271.00
Eric Fencl 415S 18th Street Suite 200 St Louis MO 63103	Common	09/03/2025	9923	605383.00
Eric Fencl 415 S 18th Street Suite 200 St Louis MO 63103	Common	09/04/2025	4225	257725.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being disclosed in the BBW Form 144?

The notice discloses a proposed sale of 18,485 common shares via Merrill Lynch with aggregate market value of $1,126,106.00.

Who is the seller identified in the filing?

The filing lists sales by Eric Fencl (address included in the filing) and shows him as the person selling the shares.

How many shares were sold by the filer in the past three months?

The filing reports 49,388 shares sold in the past three months for total gross proceeds of $2,715,611.00.

What is the source of the shares being sold?

The shares were acquired through multiple stock grants between 2009 and 2019 as listed in the filing.

What broker is handling the proposed sale?

The broker named for the proposed sale is Merrill Lynch at the St. Louis address provided.

Does the Form 144 indicate any undisclosed material information about BBW?

By signing the notice, the filer represents they are not aware of any material adverse information about the issuer that has not been publicly disclosed.