What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-04-16 compared with 2025-04-17 · 123 added, 112 removed, 270 unchanged (47% of the section changed)

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Business Overview

Build-A-Bear Workshop, Inc., a Delaware corporation, was formed in 1997 as a mall-based, experiential specialty retailer where children and their families could create their own stuffed animals by participating in the stuffing, fluffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys.

We believe the hands-on and interactive nature of our experience locations, our personal service model and engaging digital shopping experiences result in guests forming an emotional connection with our brand.

Over the last 27 years, with more than 250 million furry friends sold to guests around the world, Build-A-Bear has become a brand with high consumer awareness, positive affinity, and strong retail influence.

We are leveraging this brand strength to grow our brick-and-mortar retail footprint beyond traditional malls through a range of store sizes, formats and locations including tourist destinations.

We are also growing through our websites, which focus on gift-giving, collectible merchandise, and licensed products.

In addition to growing our corporately-managed store and e-commerce footprint, we are also growing through third-party-operated and franchised stores, particularly for our international expansion.

Our ongoing digital transformation, which touches our e-commerce business, consumer loyalty program and digital marketing and content, has led to omni-channel growth over the past several years.

Build-A-Bear's pop-culture and multi-generational appeal have played a key role in growing our total addressable market beyond children by adding teens and adults with entertainment and sports licensing, collectible and gifting offerings, as well as by introducing new products and adding categories beyond plush.

We primarily operate through a vertical retail channel with corporately-managed stores that feature a unique combination of experience and product in which guests can “make their own stuffed animals.” We also operate e-commerce sites that focus on gift-giving, collectible merchandise and licensed products that appeal to consumers that have an affinity for characters from a range of entertainment, sports, art, and gaming properties.

Our engaging digital purchasing experiences include our online “Bear-Builder,” an age-gated, adult-focused “Bear Cave” and the “HeartBox” gift site.

Our retail stores also act as mini distribution centers that provide efficient omnichannel support for our growing digital demand.

The primary consumer target for our brick-and-mortar locations is families with children, while our e-commerce sites focus on collectors and gift givers that are primarily tweens, teens and adults.

We also sell product and provide our unique “Bear Builder” experience through the two additional channels of partner-operated and franchise-operated stores.

Additionally, we offer products in non-plush consumer categories via outbound licensing agreements with leading manufacturers.

Our strategy includes leveraging our brand strength to continue to strategically evolve our brick-and-mortar retail footprint beyond traditional malls with a versatile range of formats and locations including tourist destinations, expand into international markets primarily via our partner-operated and franchise store models, and grow our e-commerce business.

By leveraging our brand strength and owned intellectual properties through the creation of engaging short-form and long-form content for kids and adults, we endeavor to develop a circle of continuous engagement to increase purchase occasions and to continue to broaden the consumer base beyond children by adding tweens, teens and adults with entertainment and sports licensing, plus collectible and gifting offerings.

As of February 1, 2025, we had 368 corporate-managed stores globally, 138 locations operating through our "third-party retail" model in which we sell our products on a wholesale basis to other companies that then in turn execute our retail experience, and 83 franchised stores operating internationally under the Build-A-Bear Workshop brand.

In addition to our stores, we sold product on our company-owned e-commerce sites.

Build-A-Bear Workshop, Inc., a Delaware corporation, was formed in 1997 as a mall-based, experiential specialty retailer for children.

Build‑A‑Bear has evolved to become a leading global "retailtainment" brand on a mission to add a little more heart to life.

At Build-A-Bear, guests are invited to create personalized furry friends through a unique stuffing, dressing, accessorizing and naming process, accentuated by a memorable Heart Ceremony that creates moments of connection for people of all ages.

Over the years, Build‑A‑Bear has grown into a multi‑generational phenomenon, positioned at the intersection of pop‑culture trends.

Beyond its signature retail experience, our brand also offers pre‑stuffed plush, gifting, partnerships with best‑in‑class licensed and collectible characters, and original storytelling through Build‑A‑Bear Entertainment, LLC.

Build‑A‑Bear’s current brand platform and message, “The Stuff You Love,” crosses ages and cultures while celebrating nearly 30 years of helping people mark life’s meaningful moments.

The Build-A-Bear brand has high consumer awareness and positive affinity, and we leverage our brand strength to expand the footprint of our retail experience locations through a range of store sizes, formats, and locations, including tourist destinations.

In addition to growing our corporately-managed store footprint, we are also growing through partner-operated and franchise locations, particularly for our international expansion.

Our ongoing digital transformation, which touches our e-commerce business, consumer loyalty program, and digital content, has led to omnichannel growth over the past several years.

Build-A-Bear's pop-culture appeal plays a key role in expanding our total addressable market beyond children to teens and adults with sports licensing, collectible and gifting offerings, as well as to categories beyond plush.

As of January 31, 2026, the Company had 662 global locations through a combination of its corporately-managed, partner-operated, and franchise models.

This reflects 375 corporately-managed locations, including 333 stores in the United States (“U.S.”) and Canada and 42 stores in the United Kingdom (“U.K.”) and the Republic of Ireland, 178 partner-operated locations in which we sell our products on a wholesale basis to other companies that then, in turn, execute our retail experience, and 109 franchise locations operating internationally, all under the Build-A-Bear Workshop brand.

In addition to these stores, we sell products on our company-owned e-commerce sites and third-party marketplace sites, our franchisees sell products through sites that they manage as well as other third-party marketplace sites and other parties sell products on their sites under wholesale agreements.

For the 2025 fiscal year, the Company had net new unit growth of 64 experience locations, comprised of seven corporately managed locations, 40 partner-operated locations, and 17 international franchise locations.

We operate in three segments that share the same infrastructure, including management, systems, merchandising and marketing, and generate revenues as follows:

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International franchising – Royalties as well as product and fixture sales from other international operations under franchise agreements.

Selected financial data attributable to each segment for fiscal 2024, 2023 and 2022 are presented in Note 15 — Segment Information to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Selected financial data attributable to each segment for fisc al 2025 , 2024 and 2023 ar e presented in Note 15 — Segment Information to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our year-over-year results discussed below are impacted by fiscal 2025 and fiscal 2024 being 52-week periods compared to fiscal 2023 which had an additional week because it was a 53-week period.

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We ended fiscal 2025 with no borrowings under our credit agreement and with $26.8 million in cash, cash equivalents and restricted cash after investing $25.5 million in capital projects throughout the year.

In fiscal 2024 the company utilized $31.0 million in cash to repurchase 1,021,004 shares.

During the year, the Company repurchased shares under two separate stock repurchase programs.

The company repurchased 758,301 shares utilizing $20.2 million in cash under the Company's $50.0 million stock repurchase program that was authorized by its Board of Directors on August 31, 2022 (the "August 2022 Stock Repurchase Program").

On September 11, 2024, the Company announced that its Board of Directors terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million (the “September 2024 Stock Repurchase Program”).

The company repurchased 262,703 shares utilizing $10.8 million in cash under the September 2024 Stock Repurchase Program.

In fiscal 2025 the company utilized $27.5 million in cash to repurchase 508,945 shares under the share repurchase program that was authorized by the Board of Directors on September 11, 2024 (the “September 2024 Stock Repurchase Program”).

The September 2024 Stock Repurchase Program terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million.

From the end of fiscal 2025 through April 14, 2026, the Company utilized $10.7 million to repurchase 231,153 shares under the stock buyback program, leaving $51.0 million available under the September 2024 Stock Repurchase Program.

On March 13, 2024, we announced that our Board of Directors approved a new quarterly dividend program to evolve its strategic use of capital.

During fiscal 2024, the company declared and paid quarterly dividends totaling $11.0 million.

Additionally, the Board of Directors declared a quarterly cash dividend of $0.22 per share on the issued and outstanding common stock of the company, which was paid on April 10, 2025, to all stockholders of record as of March 27, 2025.

On March 12, 2025, our Board of Directors approved a quarterly dividend program of $0.22 per share representing an increase of 10%, to evolve its strategic use of capital.

During fiscal 2025 , the company declared and paid quarterly dividends totaling $ 11.5 million to shareholders.

Additionally, on March 11, 2026, the Board of Directors declared a quarterly cash dividend of $0.23 per share of issued and outstanding common stock, representing an increase of 4.5%.

The dividend will be paid on April 9, 2026, to all stockholders of record as of March 26, 2026.

Recent Events and Trends Regarding Tariffs and International Trade

Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S.

tariffs is unclear.

On February 20, 2026, the U.S.

Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").

The ultimate availability, timing, and amount of any potential refunds of such tariffs remain uncertain and are subject to further legal, regulatory, and administrative developments.

Following the Supreme Court’s decision, the U.S.

presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on the Company's business.

The Company continues to monitor and evaluate these developments and assess their potential impact on its business, financial condition, and results of operations.

Since we import the vast majority of our products from vendors outside the U.S., we face uncertainty and risks related to tariffs and other trade policies that could negatively impact our Company.

Tariffs and other non-tariff trade practices can adversely affect our business in multiple ways including increased costs of our products.

While we have taken steps since 2020 to diversify our supply chain and reduce China sourcing by shifting primarily to Vietnam, we remain subject to substantial potential exposure to tariffs.

While we have taken steps in recent years to diversify our supply chain and reduce China sourcing by shifting primarily to Vietnam, we remain subject to substantial potential exposure to tariffs.

Specifically, the latest tariffs implemented by the U.S.

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Cost of merchandise sold is driven primarily by our retail segment.

Cost of merchandise sold – retail includes the cost of the merchandise, including royalties paid to licensors of third party branded merchandise, store occupancy cost, including store depreciation and store asset impairment charges (if not disclosed separately due to materiality) (See Note 6 — "Property and Equipment, net" to the consolidated financial statements for additional accounting information regarding store asset impairment), cost of warehousing and distribution, packaging, stuffing, damages and shortages, and shipping and handling costs incurred in shipment to customers.

Cost of merchandise sold – retail includes the cost of the merchandise, including royalties paid to licensors of third party branded merchandise, tariff costs, store occupancy cost, including store depreciation and store asset impairment charges (if not disclosed separately due to materiality) (See Note 6 — "Property and Equipment, net" to the consolidated financial statements for additional accounting information regarding store asset impairment), cost of warehousing and distribution, packaging, stuffing, damages and shortages, and shipping and handling costs incurred in shipment to customers.

Retail gross profit is defined as net retail sales less the cost of merchandise sold - retail.

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Fiscal year ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Beginning of period

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During fiscal 2025, our retail business model continued to evolve to address changing shopping patterns by diversifying our locations, formats and geographies.

We are updating our store portfolio with our Discovery format, which represented 52% of our store base as of February 1, 2025.

During fiscal 2024, we executed eight planned net new store openings in North America, with seven being opened under the Discovery format.

We are updating our store portfolio with our Discovery format, which represented 54% of our store base as of January 31, 2026.

During fiscal 2025, we executed five planned net new store openings in North America, with seven being opened under the Discovery format.

Temporary locations generally have lease terms of two to eighteen months.

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In the future, we expect to close certain stores in accordance with natural lease events as an ongoing part of our real estate management and day-to-day operational plans.

Third-Party Retail L ocations :

The number of third-party retail locations opened and closed for the periods presented below is summarized as follows:

Partner-Operated L ocations :

The number of partner-operated locations opened and closed for the periods presented below is summarized as follows:

Fiscal year ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Beginning of period

End of period

Through our third-party retail model, there were 138 stores in operation at the end of fiscal year 2024 with relationships that included Carnival Cruise Line, Great Wolf Lodge Resorts, Landry's, and Girl Scouts of the USA.

The third-party retail model is capital light for us, with the partner company building out and operating the workshops including providing the real estate location and covering the cost of labor and inventory, which is purchased on a wholesale basis.

Through our partner-operated model, there were 178 stores in operation at the end of fiscal year 2025 with relationships that included Carnival Cruise Line, Great Wolf Lodge Resorts, Landry's, and Girl Scouts of the USA.

The partner-operated model is capital light for us, with the partner company building out and operating the workshops including providing the real estate location and covering the cost of labor and inventory, which is purchased on a wholesale basis.

These locations are heavily-weighted to the hospitality industry, which allow us to further advance our focus on experience location expansion in non-traditional and tourist areas, as well as shop-in-shop arrangements within other retailers’ stores.

International Franchise Locations :

Our first franchisee location was opened in November 2003.

All franchised stores generally have similar signage, store layout and merchandise assortments as our corporately-managed stores.

As of February 1, 2025, we had five master franchise agreements, which typically grant franchise rights for a particular country or group of countries, covering an aggregate of eight countries.

The number of international, franchised stores opened and closed for the periods presented below is summarized as follows:

Our first franchise location was opened in November 2003.

All franchise locations generally have similar signage, store layout and merchandise assortments as our corporately-managed stores.

As of January 31, 2026, we had seven master franchise agreements, which typically grant franchise rights for a particular country or group of countries, covering an aggregate of twelve count ries.

The number of international, franchise locations opened and closed for the periods presented below is summarized as follows:

Fiscal year ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Beginning of period

End of period

As of February 1, 2025, the distribution of franchised locations among these countries was as follows:

As of January 31, 2026, the distribution of franchise locations among these countries was as follows:

Australia (1)

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W e delivered a full year pre-tax profit of $67.2 million, which was the highest in our company’s 28-year history.

In response to a variety of external pressures including changes in consumer shopping habits resulting in the rapid rise of the digital economy and shifting mall traffic patterns, we remained focused on accelerating and expanding our key initiatives by investing in and executing plans to improve operations and profitability.

In response to a variety of external pressures including tariffs, changes in consumer shopping habits resulting in the rapid rise of the digital economy and shifting mall traffic patterns, we remained focused on accelerating and expanding our key initiatives by investing in and executing plans to improve operations and profitability.

We believe that the majority of our positive performance was driven by the disciplined execution of our strategic initiatives, including leveraging our financial management to invest in growth initiatives, to contribute to an increase in total revenue of $33.4 million in fiscal 2025.

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Selling, general and administrative

Interest expense (income), net

Interest income, net

Income before income taxes

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retail gross margin percentage represents retail gross margin divided by net retail sales.

Fiscal Year Ended February 1, 2025 Compared to Fiscal Year Ended February 3, 2024

Fiscal 2024 had 52 weeks compared to fiscal 2023 which was impacted by an additional week as it was a 53-week period.

Fiscal Year Ended January 31, 2026 Compared to Fiscal Year Ended February 1, 2025

Total revenues.

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Fiscal year ended

February 1, 2025

January 31, 2026

(dollars in millions)

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Gift card breakage

The retail revenue increase was primarily the result of an increase in sales from corporately-operated retail locations through growth in the number of transactions, as our traffic outpaced national retail traffic data, and the opening of a net nine new corporately-managed locations in the fiscal year.

The increased sales were partially offset by impact of the 53rd week in 2023 and a decrease in web demand for the year.

Commercial revenue was $31.4 million for fiscal 2024 compared to $25.4 million for fiscal 2023, an increase of $6.0 million or 23.5%, primarily due to increased sales volume from our commercial accounts through our third-party retail model.

The retail revenue increase was primarily the result of an increase in sales from corporately-operated retail locations through growth in the number of transactions, as our traffic outpaced national retail traffic data, and the opening of a net seven new corporately-managed locations in the fiscal year.

The increased sales were partially offset by a decrease in web demand for the year.

Commercial revenue was $38.8 million for fiscal 2025 compared to $31.4 million for fiscal 2024, an increase of $7.4 million or 23.5%, primarily due to increased sales volume from our wholesale accounts through our partner-operated retail model.

Revenue from international franchising was $5.1 million for fiscal 2025 compared to $4.7 million for fiscal 2024.

This $0.2 million or 3.4% increase was primarily due to having more stores in operation in 2024 compared to the same period in 2023.

This $0.4 million or 8.5% increase was primarily due to having more stores in operation in 2025 compared to the same period in 2024 and the timing of product shipments.

Retail gross margin .

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As a percentage of net retail sales, retail gross margin increased to 56.1% for fiscal 2025 from 55.0% for fiscal 2024, or 110 basis points as a percentage of net retail sales.

The increase in gross margin was the result of lower merchandise and freight costs partially offset by higher occupancy expenses.

The increase in gross margin was the result of lower merchandise and freight costs partially offset by higher occupancy and tariff and related costs, net of mitigating actions.

Selling, general and administrative .

Selling, general and administrative expenses were $229.2 million or 43.3% of consolidated revenue for fiscal 2025 as compared to $206.2 million or 41.5% of consolidated revenue for fiscal 2024.

The increase in overall expense was driven by higher store-level wages due to minimum wage increases and higher outside services.

These higher expenses were partially offset by decreased advertising expense.

Interest expense (income) , net.

The increase in overall expense was driven by higher store-level wages due to minimum wage increases, higher corporate payroll and other costs and general inflationary pressures.

Interest income , net.

For fiscal 2025, we had $0.8 million of interest income compared to $0.9 million of interest income in fiscal 2024.

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The provision for income taxes was $15.0 million in fiscal 2025 compared to $15.4 million in fiscal 2024.

The 2024 effective rate of 22.9% differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the benefit of the foreign-derived intangible income (FDII) deduction.

The 2023 effective rate of 20.4% differed from the statutory rate of 21% primarily due to the reversal of the valuation allowance in the U.K.

partially offset by state income tax expense.

Fiscal Year Ended February 3, 2024 Compared to Fiscal Year Ended January 28, 2023

Fiscal 2023 was impacted by an additional week as it was a 53-week period, which is compared to 52 weeks in fiscal 2022.

The 2025 effective rate of 22.3% differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the benefit of the foreign-derived intangible income (FDII) deduction and discrete benefits related to settlement of prior period positions.

The 2024 effective rate of 22.9% differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the benefit of the FDII deduction.

Fiscal Year Ended February 1, 2025 Compared to Fiscal Year Ended February 3, 2024

Fiscal 2024 has a 52-week fiscal compared to fiscal 2023 which was impacted by an additional week as it was a 53-week period.

Total revenues.

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2024, compared to $

446.2 million for

, an increase

456.2 million for fiscal

2023, an increase of $

4.2 million or

0.9%, compared to the prior year.

The compon ents of this increase are as follows:

The components of this increase are as follows:

Fiscal year ended

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Existing stores

The retail revenue increase was primarily the result of the 53rd week in the fiscal year, new store openings, and an increase in gift card breakage recorded, partially offset by a decrease in digital sales.

Commercial revenue was $25.4 million for fiscal 2023 compared to $18.5 million for fiscal 2022, an increase of $6.9 million or 37.2% primarily due to increased sales volume from our commercial accounts through our third-party retail model.

The increased sales were partially offset by impact of the 53rd week in 2023 and a decrease in web demand for the year.

Revenue from international franchising was $4.7 million for fiscal 2024 compared to $4.5 million for fiscal 2023.

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As a percentage of net retail sales, retail gross margin increased to 55.0% for fiscal 2024 from 54.7% for fiscal 2023, or 30 basis points as a percentage of net retail sales.

The increase in gross margin was the result of lower freight expenses in 2023 compared to 2022.

The increase in gross margin was the result of lower merchandise and freight costs partially offset by higher occupancy expenses.

Selling, general and administrative .

Selling, general and administrative expenses were $206.2 million or 41.5% of consolidated revenue for fiscal 2024 as compared to $199.0 million or 40.9% of consolidated revenue for fiscal 2023.

The increase in overall expense was driven by higher store-level wages due to inflation and the addition of talent and other investments to support growth, including an advertising expense increase of $4.7 million or 23.9% compared to fiscal 2022.

Interest expense (income), net.

For fiscal 2023, we had $0.9 million of interest income compared to an immaterial amount of interest expense in fiscal 2022, resulting from higher interest rates.

The increase in overall expense was driven by higher store-level wages due to minimum wage increases and higher outside services.

These higher expenses were partially offset by decreased advertising expense.

Interest income , net.

For fiscal 2024, we had $0.9 million of interest income compared to $0.9 million of interest income in fiscal 2023.

Provision for income taxes.

The provision for income taxes was $15.4 million in fiscal 2024 compared to $13.5 million in fiscal 2023.

The 2023 effective rate of 20.4% differed from the statutory rate of 21% primarily due to the reversal of the valuation allowance in the U.K.

partially offset by state income tax expense.

The 2022 effective rate of 22.5% differed from the statutory rate of 21% primarily due to state income tax expense.

Non-GAAP Financial Measure - Earnings before Interest, Taxes, Depreciation, and Amortization

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Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies.

The following table sets forth, for the periods indicated, the components of EBITDA (dollars in millions):

The following table sets forth, for the periods indicated, the components of EBITDA (dollars in thousands):

Fiscal year ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Income before income taxes (pre-tax)

Interest expense (income), net

Interest income, net

Depreciation and amortization expense

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EBITDA for fiscal 2025 was $81.4 million, compared to $81.1 million for fiscal 2024 and $79.1 million in fiscal 2023.

The increase of $2.0 million in fiscal 2024 was driven by retail and commercial margins partially offset by higher SG&A expenses.

The increase in fiscal 2023 was driven by lower freight expense, leverage of warehouse costs, and the impact of the 53rd week in fiscal 2023.

The increase of $0.3 million in fiscal 2025 and $2.0 million in fiscal 2024 were driven by retail and commercial margins partially offset by higher SGA expenses.

Liquidity and Capital Resources

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Over the past several years, we have met these requirements through cash generated from operations.

A summary of cash provided by or used in our operating, investing and financing activities are shown in the following table (dollars in thousands):

Fiscal year ended

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Operating Activities.

Cash flows provided by operating activities were $47.1 million, $64.3 million and $47.3 million in fiscal years 2024, 2023 and 2022, respectively.

Cash flows provided by operating activities wer e $ 65.1 million, $47.1 million and $64.3 million in fiscal years 2025, 2024 and 2023, respectively.

Cash flows from operating activities increased in fiscal 2025 as compared to fiscal 2024 primarily due to higher net income along with lower prepaid and other assets and an increase in accounts payable and accrued expenses.

These increases were partially offset by higher cash used for inventory purchases as a result of additional tariff costs and accelerated purchases of core products as part of the Company's tariff-mitigation plans.

Cash flows from operating activities decreased in fiscal 2024 as compared to fiscal 2023 primarily driven by increased cash spent on inventory purchases in the second half of fiscal 2024 in anticipation of the uncertainty in cost due to potential tariffs, higher accounts receivable resulting from higher commercial revenue and decreased payables and accrued expenses.

Cash flows from operating activities increased in fiscal 2023 as compared to fiscal 2022 primarily driven by a decrease in cash spent on inventory purchases and increased sales volume, resulting in higher net income.

Investing Activities .

Cash flows used in investing activities were $19.3 million, $18.3 million and $13.6 million in fiscal years 2024, 2023 and 2022, respectively.

Cash flows used in investing activities were $25.5 milli on, $19.3 million and $18.3 million in fiscal years 2025, 2024 and 2023, respectively.

The increases in cash used in investing activities when comparing fiscal 2025 to fiscal 2024 and fiscal 2024 to fiscal 2023 were primarily driven by an increased spending on capital expenditures related to information technology projects and new store openings.

Financing Activities .

Financing activities used cash of $44.2 million in fiscal 2024, $43.9 million in fiscal 2023 and $25.1 million in fiscal 2022.

Financing activities used cash o f $ 40.7 m illion in fiscal 2025, $44.2 million in fiscal 2024 and $43.9 million in fiscal 2023.

Cash used in financing activities in fiscal 2025 decreased when compared to fiscal 2024 driven by a decrease in the amount utilized to repurchase shares compared to the prior year.

Cash used in financing activities in fiscal 2024 increased slightly when compared to fiscal 2023 due to increased stock repurchases offset by lower dividends.

Cash used in financing activities in fiscal 2023 increased as compared to fiscal 2022, driven primarily by the repurchases of our common stock for $20.5 million throughout fiscal 2023 and dividends paid of $22.1 million.

Capital Resources .

As of February 1, 2025, we had a cash balance of $27.8 million, of which 79% was domiciled within the U.S, after investing $19.3 million in capital projects throughout the year.

We have a revolving credit and security agreement with PNC Bank, as agent, that provides for a secured revolving loan in aggregate principal of up to $25.0 million, subject to a borrowing base formula.

As of February 1, 2025, borrowings under the agreement would bear interest at (a) a base rate determined under the agreement, or (b) the borrower's option, at a rate based on SOFR, plus in either case a margin based on average undrawn availability as determined in accordance with the agreement.

As of January 31, 2026, we had a cash balance of $26.8 million, of which $20.8 million was domiciled within the U.S, after investing $ 25.5 million in capital projects throughout the year.

We have a new revolving credit and security agreement with PNC Bank, as agent, executed on December 31, 2025, that provides for a secured revolving loan in aggregate principal of up to $ 40.0 million, subject to a borrowing base formula.

As of January 31, 2026, borrowings under the agreement would bear interest at (a) a base rate determined under the agreement, or (b) the borrower's option, at a rate based on SOFR, plus in either case a margin based on average undrawn availability as determined in accordance with the agreement.

As of February 1, 2025, we had a borrowing base of $25.0 million.

A s of February 1, 2025, we had no outstanding borrowings.

During fiscal 2024, we utilized $31.0 million in cash to repurchase 1,021,004 shares under the both the August 2022 Stock Repurchase Program and September 2024 Stock Repurchase Program.

Since the end of fiscal 2024 through April 14, 2025, the Company utilized $4.2 million to repurchase 108,503 shares under the stock buyback program, leaving $85.0 million available under the September 2024 Stock Repurchase Program.

On March 13, 2024, the Company announced the initiation of a quarterly dividend program and during the first, second, third and fourth quarters of fiscal 2024, the Company declared cash dividends of $0.20 per share, totaling $2.9 million, $2.7 million, $2.7 million and $2.7 million, respectively.

Additionally, the Board of Directors declared a quarterly cash dividend of $0.22 per share on the issued and outstanding common stock of the Company, which was paid on April 10, 2025, to all stockholders of record as of March 27, 2025.

As of February 1, 2025 , we had restricted cash of $0.4 million c ompared to $0.4 million as of February 3, 2024 and $0.5 million as of January 28, 2023.

A s of January 31, 2026, we have a borrowing base of $40.0 million and had no outstanding borrowings.

The September 2024 Stock Repurchase Program terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million.

In fiscal 2025, the Company declared a quarterly dividend of $0.22 per share, representing an increase of 10% from the year before, during the first, second, third and fourth quarters, totaling $2.9 million, $2.9 million, $2.9 million and $2.8 million respectively.

Additionally, on March 11, 2026, the Board of Directors declared a quarterly cash dividend of $0.23 per share of issued and outstanding common stock, representing an increase of 4.5%.

The dividend will be paid on April 9, 2026, to all stockholders of record as of March 26, 2026.

We had restricted cash of $ 0.4 milli on as of January 31, 2026 February 1, 2025 and February 3, 2024.

Most of our retail stores are located within shopping malls and all are operated under leases classified as operating leases.

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During fiscal 2025, lease extensions began to have longer terms as we have secured longer deals with more favorable terms.

Our leases typically require us to p ay personal property taxes, our pro rata share of real property taxes of the shopping mall, our own utilities, repairs and maintenance in our store, a pro rata share of the malls’ common area maintenance and, in some instances, merchant association fees and media fund contributions.

Our leases typically require us to pay personal property taxes, our pro rata share of real property taxes of the shopping mall, our own utilities, repairs and maintenance in our store, a pro rata share of the malls’ common area maintenance and, in some instances, merchant association fees and media fund contributions.

Many leases contain incentives to help defray the cost of construction of a new store.

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Rents are invoiced monthly or quarterly and paid in advance.

Capital spending in fiscal 2024 totaled $19.3 million and was primarily used to support our ongoing digital initiatives and new store openings.

Capital spending in fiscal 2025 totaled $25.5 million and was primarily used to support our ongoing digital initiatives, and current and future new store openings.

We have various contractual or other obligations, including operating lease commitments and obligations under deferred compensation plans.

Additional information is provided in the notes to our consolidated financial statements.

As of February 1, 2025, we had purchase obligations totaling approxim ately $98.3 million, of which $27.0 million a re due in the next 12 months.

As of January 31, 2026, we had contractual obligations totaling approximately $128.6 milli on, of which $28.9 million a re due in the next 12 months.

We believe our operating cash flows are sufficient to meet our material cash requirements for at least the next 12 months.

We have no off-balance sheet arrangements as of February 1, 2025.

We have no off-balance sheet arrangements as of January 31, 2026.

The impact of inflation on the Company's business operations was seen throughout fiscal 2023 and 2024.

Inflation continued to adversely affect our business in fiscal 2024, mainly through rising store labor costs.

However, we continue to take mitigating actions, such as select strategic price increases on highly sought-after products and leveraging distribution costs.

We expect the inflationary pressures experienced in fiscal 2024 to continue into fiscal 2025, specifically through wage increases and tariffs on inventory purchases.

We continue to monitor the impact of inflation on our business operations on an ongoing basis and may need to adjust our prices further to mitigate the impacts of changes to the rate of inflation during 2024 or in future years.

Future volatility of general price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect our financial results.

Inflationary pressures may be exacerbated by higher transportation costs due to war and other geopolitical conflicts, such as the current Russia/Ukraine conflict, tension between China and Taiwan, and the Israel-Hamas conflict.

Inflation continued to adversely affect our business in fiscal 2025, mainly through rising store labor costs and higher input costs.

We implemented certain mitigating actions such as further cost reductions and process efficiencies, in addition to selective strategic price adjustments.

We anticipate inflationary pressures to persist throughout 2026 and beyond, driven by wage growth, tariff and tariff-related costs that extend beyond inventory purchases to broader supply chain and other operational areas.

On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").

Following the Supreme Court’s decision, the U.S.

presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely impact our future sales, business, financial condition, and results of operations, materially or in ways that we cannot predict.

We continue to monitor the impact of inflation on our business operations and may need to adjust pricing strategies as needed to offset cost increases during fiscal 2026 and beyond.

Fluctuations in general price inflation could negatively affect our financial results by adversely impacting material availability, shipping and warehousing expenses, and other operational overhead.

Inflationary pressures may be compounded by elevated transportation costs linked to geopolitical environment arising from events in the Middle East.

We cannot provide an estimate or range of impact that such inflation may have on our future results of operations.

However, if we are unable to recover the impact of these costs through price increases to our guests, or if consumer spending decreases as a result of inflation, our business, results of operations, financial condition and cash flows may be adversely affected.

In addition, ongoing inflation in product costs may result in lower gross margin rates if we elect to maintain higher inventory reserves to mitigate anticipated higher costs.

However, failure to recover increased costs through pricing adjustments or a decline in consumer spending could negatively affect our business, results of operations, financial condition, and cash flows.

Critical Accounting Policies and Estimates

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We assess events and changes in circumstances or strategy that could potentially indicate that the carrying value of long-lived assets may not be recoverable as they occur.

Due to the significance of the fourth quarter to individual store locations, we assess store performance quarterly, using rolling twelve-month results (i.e.

full fiscal year).

Due to the significance of the fourth quarter to individual store locations, we assess store performance quarterly, using rolling twelve-month results (i.e., full fiscal year).

We consider a historical and/or projected negative cash flow trend for a store location to be an indicator that the carrying value of that asset group may not be recoverable.

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See Note 4 - "Leases" and Note 6 - "Property and Equipment, net" to our consolidated financial statements for further discussion.

During fiscal 2024, 2023 and 2022, we recorded immaterial impairment charges on long-lived assets.

As a measure of sensitivity for fiscal 2024, a hypothetical 10% decrease in the undiscounted future cash flows for the stores would have resulted in immaterial impairment s for the year .

During fiscal 2025, t he Company's impairment analysis identified no indicators of impairment for long-lived assets.

During fiscal 2024, the Company's analysis identified indicators of impairment at two retail locations and the Company recorded immaterial impairment charges for long-lived assets in the Company's DTC segment.

Additionally, we consider a more likely than not assessment that an individual location will close prior to the end of its lease term as a triggering event to review the store asset group for recoverability.

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In addition, unredeemed gift cards or breakage revenue is recorded in proportion to the customer’s redemption pattern using an estimated breakage rate based on historical experience.

Subsequent to stores reopening following shutdowns caused by COVID, the Company experienced lower redemptions of its gift cards for all periods of outstanding activated cards compared to pre-pandemic redemption patterns (fiscal year 2019 and earlier), which impacts the gift card breakage rate.

The Company does not believe that the redemption pattern experienced during the pandemic reflects the pattern in the future and has adjusted the historical redemption data used to calculate the breakage rate.

Following the reopening of the stores after the pandemic, the Company experienced lower redemptions of its gift cards for all periods of outstanding activated cards compared to historical redemption patterns observed prior to fiscal year 2020, which impacted the gift card breakage rate.

Management believes that the redemption behavior observed during the pandemic was not indicative of long-term customer behavior and accordingly adjusted the historical redemption data used to calculate the breakage rate.

In more recent periods, gift card redemption patterns have generally returned to levels consistent with pre-2020 experience.

The Company continues to evaluate expected breakage annually and adjusts the breakage rates in the fourth quarter of each year, or other times, if significant changes in customer behavior are detected.

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Further, given the magnitude of the Company's gift card liability, the changes in breakage rates could have a significant impact on the amount of breakage revenue recognized in future periods.

As a matter of sensitivity, a hypothetical 1% change in our gift card breakage rate in f iscal 2024 would have resulted in a change in breakage revenue of $1.1 million.

As a matter of sensitivity, a hypothetical 1% change in our gift card breakage rate in f iscal 2025 would have resulted in a change in breakage revenue o f $1.3 million.

For certain qualifying transactions, a portion of revenue transactions are deferred for the obligation related to our loyalty program or when a material right in the form of a future discount is granted.

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We determine if an arrangement is a lease at inception.

The right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments using a discounted cash flow analysis, considering lease terms and our internal borrowing rate, over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use.

The right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments using a discounted cash flow analysis, considering lease terms and our incremental borrowing rate, over the lease term for those arrangements where there is an identified asset and the contract conveys the right to control its use.

Our lease term includes options to extend or terminate a lease only when it is reasonably certain that we will exercise that option.

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The Company maintains a valuation allowance in fiscal year 2024 and 2025 in certain other foreign jurisdictions.

Changes in the valuation allowance in fiscal 2024 are primarily related to functional currency fluctuations.

Changes in the valuation allowance in fiscal 2025 are primarily related to return-to-provision true-ups and functional currency fluctuations.

Significant judgment is required in evaluating our uncertain tax positions.

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Tax authorities regularly examine the Company’s returns in the jurisdictions in which the Company does business.

Management regularly assesses the tax risk of the company’s return filing positions and believes its accruals for uncertain tax benefits are adequate as of February 1, 2025, February 3, 2024, and January 28, 2023.

Management regularly assesses the tax risk of the company’s return filing positions and believes its accruals for uncertain tax benefits are adequate as of January 31, 2026 and February 1, 2025.

In July 2025, One Big Beautiful Bill Act (H.R.1) was signed into law in the U.S., which contained a broad range of tax reform provisions affecting businesses.

The effects of the legislation, which were immaterial, are reflected in the accompanying consolidated financial statements for the period ended January 31, 2026.

Recent Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis