Build-A-Bear (NYSE: BBW) grants CEO performance and time-based stock

Rhea-AI Filing Summary

John Sharon Price reported acquisition or exercise transactions in this Form 4 filing.

BUILD-A-BEAR WORKSHOP INC President and CEO Sharon Price John reported two equity compensation grants of Common Stock. She received 7,446 shares of restricted stock as the payout of an earned performance share award tied to fiscal 2023, 2024, and 2025 results; these shares vest on April 30, 2026, subject to continued employment.

She was also granted 11,829 additional restricted shares that vest in three equal installments on April 30, 2027, April 30, 2028, and April 30, 2029. After these grants, she directly holds 188,427 shares of common stock and 36,999 shares of restricted stock in the company.

Insider Trade Summary

Net Buyer: 19,275 shares

Net Buy 2 txns

Insider John Sharon Price

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,446	$0.00	$0.00
Grant/Award	Common Stock	11,829	$0.00	$0.00

Holdings After Transaction: Common Stock — 225,426 shares (Direct)

Footnotes (4)

1. F1. Grant to reporting person of restricted stock upon payout of earned performance share award under a shareholder-approved equity incentive plan. The payout was based on the level of achievement of performance metrics for fiscal 2023, 2024 and 2025. The shares will vest, subject to the reporting person's continued employment with the issuer, on April 30, 2026.
2. F2. Price is not applicable to grants of restricted stock.
3. F3. Grant to reporting person of 11,829 shares of restricted stock. The shares vest in equal installments on April 30, 2027, April 30, 2028, and April 30, 2029.
4. F4. After giving effect to the transactions reported in this Form 4, Ms. John directly owns 188,427 shares of common stock and 36,999 shares of restricted stock of Build-A-Bear Workshop, Inc.

Key Figures

Performance-based restricted stock grant: 7,446 shares Time-based restricted stock grant: 11,829 shares Post-transaction common stock holdings: 188,427 shares +3 more

6 metrics

Performance-based restricted stock grant 7,446 shares Payout of earned performance share award for fiscal 2023, 2024 and 2025

Time-based restricted stock grant 11,829 shares Restricted stock grant vesting in equal installments 2027, 2028, 2029

Post-transaction common stock holdings 188,427 shares Common stock directly owned after reported grants

Post-transaction restricted stock holdings 36,999 shares Restricted stock directly owned after reported grants

Vesting date for performance-based award April 30, 2026 Vesting date for 7,446 restricted shares, subject to continued employment

First installment vesting April 30, 2027 First of three equal vesting dates for 11,829 restricted shares

Key Terms

restricted stock, performance share award, equity incentive plan, performance metrics

4 terms

restricted stock financial

"Grant to reporting person of restricted stock upon payout of earned performance share award"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance share award financial

"payout of earned performance share award under a shareholder-approved equity incentive plan"

A performance share award is a type of executive or employee pay that grants company stock only if predefined performance goals are met over a set period. Think of it as a bonus paid in shares—similar to a savings payout that arrives only if certain targets are hit—so it aligns management incentives with company results and can affect future share count and shareholder value. Investors watch these awards because they influence executive behavior, potential dilution of shares, and signals about expected performance.

equity incentive plan financial

"under a shareholder-approved equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

performance metrics financial

"based on the level of achievement of performance metrics for fiscal 2023, 2024 and 2025"

Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/16/2026 - 06:09 PM Learn about SEC filing dates

FAQ

What did Build-A-Bear (BBW) CEO Sharon Price John report in this Form 4?

She reported two equity compensation grants of Build-A-Bear common stock. One was a performance-based restricted stock payout, and the other a time-based restricted stock grant, both recorded as acquisitions rather than open-market purchases or sales.

How many Build-A-Bear shares were granted to the CEO in this filing?

She received 7,446 restricted shares from an earned performance share award and a separate grant of 11,829 restricted shares. Both awards are part of shareholder-approved equity incentive compensation rather than cash transactions in the open market.

What performance period determined the 7,446-share award for BBW’s CEO?

The 7,446-share restricted stock grant reflects payout of an earned performance share award. The payout was based on achievement of performance metrics covering fiscal years 2023, 2024, and 2025 under a shareholder-approved equity incentive plan.

When do Sharon Price John’s new restricted Build-A-Bear shares vest?

The 7,446 performance-based restricted shares vest on April 30, 2026, if she remains employed. The 11,829 additional restricted shares vest in three equal installments on April 30, 2027, April 30, 2028, and April 30, 2029, also subject to continued employment.

How many Build-A-Bear shares does the CEO own after these transactions?

After these reported grants, Sharon Price John directly owns 188,427 shares of Build-A-Bear common stock and 36,999 shares of restricted stock. These holdings reflect her equity-based alignment with shareholders following the new performance and time-based awards.

Were these BBW CEO share grants open-market purchases or sales?

No, both entries are coded as acquisition grants. They represent restricted stock awards under an equity incentive plan, not open-market buying or selling, and therefore do not indicate discretionary trading activity in Build-A-Bear shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

John Sharon Price

(Last) (First) (Middle)

C/O BUILD-A-BEAR WORKSHOP, INC.

415 SOUTH 18TH STREET

(Street)

ST. LOUIS MISSOURI 63103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BUILD-A-BEAR WORKSHOP INC [ BBW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/14/2026		A		7,446(1)	A	$0(2)	213,597	D
Common Stock	04/14/2026		A		11,829(3)	A	$0(2)	225,426(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant to reporting person of restricted stock upon payout of earned performance share award under a shareholder-approved equity incentive plan. The payout was based on the level of achievement of performance metrics for fiscal 2023, 2024 and 2025. The shares will vest, subject to the reporting person's continued employment with the issuer, on April 30, 2026.

2. Price is not applicable to grants of restricted stock.

3. Grant to reporting person of 11,829 shares of restricted stock. The shares vest in equal installments on April 30, 2027, April 30, 2028, and April 30, 2029.

4. After giving effect to the transactions reported in this Form 4, Ms. John directly owns 188,427 shares of common stock and 36,999 shares of restricted stock of Build-A-Bear Workshop, Inc.

	/s/ Yevgeny Fundler, attorney-in-fact for Sharon Price John	04/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)