BUILD-A-BEAR WORKSHOP INC 10-Q

Item 5. Other Information • Security Trading Plans of Directors and Executive Officers During the Company's fiscal quarter ended August 2, 2025, 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, except as described below: ● On June 9, 2025 , Voin Todorovic , Chief Financial 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) ("Rule 10b5 - 1 (c)"). Mr. Todorovic’s Rule 10b5 - 1 Trading Plan, which expires December 11, 2025, provides for the sale of up to 12,744 shares of common stock pursuant to the terms of the plan. ● On June 13, 2025 , Sharon John , President and Chief Executive Officer of the Company, adopted a Rule 10b5 - 1 Trading Plan that is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c). Ms. John’s Rule 10b5 - 1 Trading Plan, which expires December 5, 2025, provides for the sale of up to 42,643 shares of common stock pursuant to the terms of the plan. ● On July 1, 2025 , Craig Leavitt , Chairman of the Board of the Company, adopted a Rule 10b5 - 1 Trading Plan that is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c). Mr. Leavitt’s Rule 10b5 - 1 Trading Plan, which expires December 5, 2025, provides for the sale of up to 8,250 shares of common stock pursuant to the terms of the plan. ● On July 7, 2025 , Lesli Rotenberg , a member of the Company’s Board of Directors , adopted a Rule 10b5 - 1 Trading Plan that is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c). Ms. Rotenberg’s Rule 10b5 - 1 Trading Plan, which expires December 5, 2025, provides for the sale of up to 2,000 shares of common stock pursuant to the terms of the plan. 26 Table of Contents 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 January 4, 2018 (incorporated by reference from Exhibit 3.1 to our Current Report on Form 8-K, file d on January 4, 2018) 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, dated August 4, 2025, by and between Yevgeny Fundler and Build-A-Bear Workshop, Inc. 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) * Management contract or compensatory plan or arrangement. ** Filed herewith *** Furnished herewith 27 Table of Contents 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: September 11, 2025 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