[8-K] BUILD-A-BEAR WORKSHOP INC Reports Material Event

Rhea-AI Filing Summary

Build-A-Bear Workshop, Inc. expanded its Board of Directors to seven members and appointed James A. Goldman as an independent Class I director, effective February 10, 2026, with a term ending at the 2026 Annual Meeting of Stockholders.

Goldman will serve on the Audit Committee and the Compensation and Human Capital Committee. He received an award of 556 shares of restricted stock under the Amended and Restated 2020 Omnibus Incentive Plan, scheduled to vest on June 12, 2026, subject to his continued service on the board.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 10, 2026

Build-A-Bear Workshop, Inc.

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(Exact Name of Registrant as Specified in Its Charter)

Delaware --------------------------- (State or Other Jurisdiction of Incorporation) 001-32320 ------------------- (Commission File Number) 43-1883836 --------------------------- (IRS Employer Identification No.)

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

(314) 423-8000

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(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 $0.01 per share	BBW	New York Stock Exchange

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 5.02.         Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)      On February 10, 2026, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”), increased the size of the Board to seven (7) members and appointed James A. Goldman to the Board. Mr. Goldman will serve as a Class I director with an initial term expiring at the Company’s 2026 Annual Meeting of Stockholders.

There is no arrangement or understanding between Mr. Goldman and any other person pursuant to which either Mr. Goldman was elected as a director. Mr. Goldman was determined by the Board to be independent under the applicable rules of the New York Stock Exchange (“NYSE”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Mr. Goldman will serve as a member of the Audit Committee of the Board and the Compensation and Human Capital Committee of the Board.

In addition, in connection with his election to the Board and in accordance with the Company’s non-employee director compensation policies which provide for prorated restricted stock awards to directors who join the Board during a year, the Compensation and Human Capital Committee approved an award of 556 shares of restricted stock to Mr. Goldman under the Company’s Amended and Restated 2020 Omnibus Incentive Plan. Pursuant to Mr. Goldman’s restricted stock award agreement, the shares will vest June 12, 2026, subject to his continued service on the Board. Mr. Goldman’s ongoing annual compensation will be consistent with that provided to the Company’s other non-employee directors, as described in the Company’s most recent proxy statement filed with the SEC.

The Company is not aware of any transactions, proposed transactions or series of either to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Goldman had, or will have, a direct or indirect material interest.

Item 8.01          Other Events.

On February 10, 2026, the Company issued a press release announcing the appointment of Mr. Goldman as an independent director. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01          Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release, dated February 10, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

		BUILD-A-BEAR WORKSHOP, INC.
Date: February 10, 2026	By:	/s/ Voin Todorovic
		Name:  Voin Todorovic
		Title:    Chief Financial Officer

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Exhibit 99.1

Build-A-Bear Workshop, Inc. Names

James A. Goldman to Board of Directors

ST. LOUIS (February 10, 2026) Build-A-Bear Workshop, Inc. (NYSE: BBW) is pleased to announce the appointment of James A. Goldman to its Board of Directors, effective immediately.

“After conducting an extensive search, we are pleased to welcome Mr. Goldman to our Board of Directors. We are confident that Mr. Goldman’s extensive experience in leading successful global retail and branded consumer companies will enable him to make an immediate contribution as we look to accelerate our long-term strategic initiatives and continue to create value for our shareholders,” said Craig Leavitt, Non-Executive Chairman of the Board.

James A. Goldman has served on the Board of Directors of Domino’s Pizza, Inc., a global restaurant and pizza company, since March 2010, where he is a member of the Audit Committee. In addition, Mr. Goldman serves on the Board of Directors of Abercrombie & Fitch Co., where he is a member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee. Mr. Goldman currently serves on three portfolio company Boards representing Eurazeo SE, a global investment firm listed on the Paris Stock Exchange, including Q Mixers, a leading premium carbonated mixer brand, Waterloo Sparkling Water Corp., a carbonated beverage company, and Dewey’s Bakery, a premium baked goods company. Mr. Goldman also works with the private equity firm Frontenac as a Senior Advisor and Chairman1st Partner.

Mr. Goldman served as President and Chief Executive Officer and as a member of the Board of Directors of Godiva Chocolatier, Inc. from 2004 to 2014. Mr. Goldman was President of the Food and Beverage Division at Campbell Soup Company from 2001 to 2004 and served in various executive positions at Nabisco, Inc. from 1992 to 2000. Prior to his work at Nabisco, Mr. Goldman was a senior consulting associate at McKinsey & Company, Inc.

Mr. Goldman previously served on the Board of Directors of The Children’s Place, Inc. He also served on the Board of Trustees and Executive Committee of Save the Children in Fairfield, CT, the Executive Board of the International Tennis Hall of Fame, and the Board of Trustees at the YMCA Camps Becket and Chimney Corners in Becket, MA.

About Build-A-Bear 

Since its beginning in 1997, Build-A-Bear has evolved to become a beloved multi-generational brand focused on its mission to “add a little more heart to life,” where guests of all ages make their own “furry friends” in celebration and commemoration of life moments. Guests create their own stuffed animals by participating in the stuffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys based on the Company’s own intellectual property and in conjunction with a variety of best-in-class licenses. The hands-on and interactive nature of our more than 600 company-owned, partner-operated and franchise experience locations around the world, combined with Build-A-Bear’s pop-culture appeal, often fosters a lasting and emotional brand connection with consumers and has enabled the Company to expand beyond its retail stores to include e-commerce sales on www.buildabear.com and non-plush branded consumer categories via out-bound licensing agreements with leading manufacturers, as well as the creation of engaging content via Build-A-Bear Entertainment (a subsidiary of Build-A-Bear Workshop, Inc.). The brand’s newest communications campaign, "The Stuff You Love," commemorates more than a quarter-century of creating cherished memories worldwide. Build-A-Bear Workshop, Inc. (NYSE: BBW) posted consolidated total revenues of $496.4 million for fiscal 2024. For more information, visit the Investor Relations section of buildabear.com.    

Forward-Looking Statements:  

Statements regarding quarterly or future dividends, whether regular or special, payable to the company's shareholders, which may be subject to future increases, decreases, or elimination, as determined by the Build-A-Bear Workshop, Inc. Board of Directors, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The company cautions investors that any such forward-looking statements are not guarantees of future performance, including but not limited to, growth, earnings improvement, returns, future dividend payments, or the amount of such payments. Investors are directed to consider the risks and uncertainties in the company's business that may cause actual results to differ and/or affect the board's decision to declare dividends in the future, including those factors discussed under the caption entitled “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 17, 2025 and other periodic reports filed with the SEC which are incorporated herein. 

All of our forward-looking statements are as of the date of this Press Release only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse change in one or more of the risk factors or other risks and uncertainties referred to in this Press Release or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect our continuing operations and our future financial results, cash flows, available credit, prospects and liquidity. Except as required by law, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact                   

Gary Schnierow, Vice President, Investor Relations & Corporate Finance 

garys@buildabear.com

Media Relations Contact

pr@buildabear.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 11.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB