Build-A-Bear (BBW) Furnishes Q2 2025 Results; Non-GAAP Metrics Highlighted

Build-A-Bear Workshop, Inc. issued a press release reporting results for its 2025 second fiscal quarter ended August 2, 2025, furnished as Exhibit 99.1 to this Current Report.

Rhea-AI Filing Summary

Build-A-Bear Workshop, Inc. issued a press release reporting results for its 2025 second fiscal quarter ended August 2, 2025, furnished as Exhibit 99.1 to this Current Report. The company states it reports under GAAP and also discloses certain non-GAAP measures in the press release to supplement GAAP results; management says these measures help identify underlying trends but are not substitutes for GAAP. The filing clarifies the exhibit is being furnished (not "filed") and contains standard forward-looking statement disclaimers describing risks that could cause actual results to differ from expectations.

Positive

• Press release furnished as Exhibit 99.1 provides investors access to the company's reported quarterly results
• Management discloses non-GAAP measures to supplement GAAP and explain underlying business trends

Negative

• No financial figures or metrics are included in the 8-K text itself; investors must open Exhibit 99.1 to see results
• Exhibit is furnished, not filed, limiting certain statutory liabilities which may reduce recourse under Section 18

Insights

Financial Analyst

TL;DR: Company furnished Q2 2025 results and supplemented GAAP with non-GAAP metrics; no financials in this filing itself.

The 8-K notifies investors that quarter results are available in an attached press release and notes the use of non-GAAP measures to highlight operational trends. From an analyst perspective, the filing is routine: it signals management is presenting both GAAP and adjusted metrics, which can aid in trend analysis if the press release provides reconciliations. The filing does not include any numerical results, so analysts must review Exhibit 99.1 for revenue, profit, same-store metrics, and reconciliations before revising models.

Corporate Governance Expert

TL;DR: Standard disclosure mechanics and forward-looking disclaimers; exhibit is furnished, limiting Section 18 liabilities.

The report follows common practice by furnishing the earnings release and explicitly stating it is not "filed," which limits liability under Section 18 of the Exchange Act. The forward-looking statement language is conventional, reiterating that projections are subject to risks and will not be updated automatically. There are no governance changes, executive departures, or material transactions disclosed in this filing.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Build-A-Bear (BBW) report in this 8-K?

The 8-K states Build-A-Bear furnished a press release with results for the 2025 second fiscal quarter ended August 2, 2025; the filing itself contains no financial figures.

Where are the actual Q2 2025 financial results for BBW?

The company says the full results are in the press release attached as Exhibit 99.1 to this Current Report.

Does Build-A-Bear report only GAAP numbers?

No. The company reports results in accordance with GAAP and also discloses certain non-GAAP measures in the press release to supplement GAAP results.

Is the Exhibit 99.1 filing treated as legally filed with the SEC?

The 8-K states the press release is being furnished, not "filed," and therefore is not subject to Section 18 liabilities or automatic incorporation by reference in other filings.

Does this 8-K include forward-looking statements?

Yes. The filing and attached press release contain customary forward-looking statements and disclaimers about risks and uncertainties that could cause actual results to differ.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/28/2025 - 07:00 AM Learn about SEC filing dates

false 0001113809 0001113809 2025-08-28 2025-08-28

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): August 28, 2025

Build-A-Bear Workshop, Inc.

-------------------------------------------------

(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

------------------------------------------

(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 2.02.         Results of Operations and Financial Condition.

On August 28, 2025, Build-A-Bear Workshop, Inc. (the “Company”) issued a press release setting forth results for the Company’s 2025 second fiscal quarter ended August 2, 2025.  A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

* * * * *

The Company reports its financial results in accordance with generally accepted accounting principles (“GAAP”). In the press release furnished as Exhibit 99.1 hereto, the Company has supplemented the reporting of its financial information determined in accordance with GAAP with certain non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help identify underlying trends in the Company’s business and provide useful information to both management and investors by excluding certain items that may not be indicative of the Company’s core operating results. These measures should not be considered as a substitute for or superior to GAAP results.         

The information furnished in, contained, or incorporated by reference into Item 2.02 above, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”), as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as a requirement of Item 2.02.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 contain certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this report and in such exhibit not dealing with historical results are forward-looking and are based on various assumptions. The forward-looking statements in this report and in such exhibit are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things: statements regarding the Company’s goals, intentions, and expectations; business plans and growth strategies; estimates of the Company’s risks and future costs and benefits; forecasted demographic and economic trends relating to the Company’s industry; and other risk factors referred to from time to time in filings made by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated August 28, 2025
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: August 28, 2025	By:	/s/ Voin Todorovic
	Name:	Voin Todorovic
		Title: Chief Financial Officer

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