Build-A-Bear (NYSE: BBW) CRO surrenders shares for tax withholding

Rhea-AI Filing Summary

BUILD-A-BEAR WORKSHOP INC Chief Revenue Officer David D. Henderson reported a routine tax-related share disposition. On the reported date, 464 shares of common stock were surrendered at $35.27 per share to cover tax withholding due upon the vesting of restricted stock, rather than through an open-market sale.

After this transaction, he directly owns 2,046 shares of common stock and 18,641 shares of restricted stock of Build-A-Bear Workshop, Inc., reflecting his continuing equity stake in the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Henderson David D.

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	464	$35.27	$16K

Holdings After Transaction: Common Stock — 20,687 shares (Direct, null)

Footnotes (1)

1. Shares surrendered in payment of tax withholding due upon vesting of restricted stock. After giving effect to the transactions reported in this Form 4, Mr. Henderson directly owns 2,046 shares of common stock and 18,641 shares of restricted stock of Build-A-Bear Workshop, Inc.

Key Figures

Tax-withholding shares: 464 shares Implied value per share: $35.27 per share Common stock held after: 2,046 shares +1 more

4 metrics

Tax-withholding shares 464 shares Common stock surrendered for tax withholding

Implied value per share $35.27 per share Price used for 464 surrendered shares

Common stock held after 2,046 shares Direct common stock ownership after transaction

Restricted stock held after 18,641 shares Restricted stock position after vesting and tax withholding

Key Terms

restricted stock, tax withholding, Common Stock, tax-withholding disposition

4 terms

restricted stock financial

"Shares surrendered in payment of tax withholding due upon vesting of restricted stock."

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.

tax withholding financial

"Shares surrendered in payment of tax withholding due upon vesting of restricted stock."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Henderson David D.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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	06/03/2026		F		464(1)	D	$35.27	20,687(2)	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. Shares surrendered in payment of tax withholding due upon vesting of restricted stock.

2. After giving effect to the transactions reported in this Form 4, Mr. Henderson directly owns 2,046 shares of common stock and 18,641 shares of restricted stock of Build-A-Bear Workshop, Inc.

	/s/ Yevgeny Fundler, as Attorney-in-Fact for David D. Henderson	06/05/2026
	** 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)

FAQ

What insider transaction did BBW executive David Henderson report on this Form 4?

David D. Henderson reported a single tax-related share disposition. He surrendered 464 shares of Build-A-Bear Workshop common stock to satisfy tax withholding due upon the vesting of restricted stock, rather than selling shares in the open market.

Was David Henderson’s BBW Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition. The 464 common shares were surrendered to cover tax obligations from restricted stock vesting, not sold on an exchange, making it a routine administrative transaction rather than a discretionary sale.

How many Build-A-Bear Workshop shares does David Henderson hold after this transaction?

After the reported transaction, David D. Henderson directly holds 2,046 shares of Build-A-Bear Workshop common stock and 18,641 shares of restricted stock, according to the footnotes in the Form 4, indicating a continuing equity position in the company.

What does transaction code F mean in David Henderson’s BBW Form 4 filing?

Transaction code F indicates payment of tax liability by delivering securities. In this case, 464 Build-A-Bear Workshop common shares were surrendered to satisfy tax withholding owed upon the vesting of restricted stock, rather than being sold in a market transaction.

What role does David Henderson hold at Build-A-Bear Workshop (BBW)?

David D. Henderson is the Chief Revenue Officer of Build-A-Bear Workshop Inc. His Form 4 filing details his personal equity holdings and a tax-withholding share disposition related to restricted stock vesting, providing visibility into his ongoing stake.