Item 5. Other Information
Item 5 . Other Information
Security Trading Plans of Directors and Executive Officers
During the Company's fiscal quarter ended November 2, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,”, as such terms are defined under Item 408 (a) of Regulation S-K, during, except as described below:
●
On October 8, 2024 , Sharon John , President and Chief Executive Officer of the Company, adopted a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5 - 1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5 - 1 (c). Ms. John’s Rule 10b5 - 1 Trading Plan, which expires March 14, 2025, provides for the sale of up to 122,821 shares of common stock pursuant to the terms of the plan.
●
On October 10, 2024 , Voin Todorovic , Chief Financial Officer of the Company, adopted a Rule 10b5 - 1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5 - 1 (c). Mr. Todorovic’s Rule 10b5 - 1 Trading Plan, which expires March 31, 2025, provides for the sale of up to 20,000 shares of common stock pursuant to the terms of the plan.
●
On October 14, 2024 , J. Christopher Hurt , Chief Operations Officer of the Company, adopted a Rule 10b5 - 1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5 - 1 (c). Mr. Hurt’s Rule 10b5 - 1 Trading Plan, which expires March 14, 2025, provides for the sale of up to 18,845 shares of common stock pursuant to the terms of the plan.
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Item 6. Exhibits
The following is a list of exhibits filed as a part of the quarterly report on Form 10-Q:
Exhibit No.
Description
2.1
Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant (incorporated by reference from Exhibit 2.1 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
3.1
Third Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on November 11, 2004)
3.2
Amended and Restated Bylaws, as amended through February 23, 2016 (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on February 24, 2016)
4.1
Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333 -118142)
10.1
Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024 by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on September 12, 2024)
31.1*
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
31.2*
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
32.1**
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
32.2**
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Extension Calculation Linkbase Document
101.DEF
Inline XBRL Extension Definition Linkbase Document
101.LAB
Inline XBRL Extension Label Linkbase Document
101.PRE
Inline XBRL Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* File herewith
** Furnished herewith
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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 thereunto duly authorized.
Date: December 12, 2024
BUILD-A-BEAR WORKSHOP, INC.
(Registrant)
By:
/s/ Sharon John
Sharon John
President and Chief Executive Officer (on behalf of
the registrant and as principal executive officer)
By:
/s/ Voin Todorovic
Voin Todorovic
Chief Financial Officer (on behalf of the registrant and as principal
financial officer)
28
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.