What changed in this filing

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Item 9A. Controls and Procedures

2026-04-16 compared with 2025-04-17 · 245 added, 169 removed, 1002 unchanged (29% of the section changed)

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Our disclosure controls and procedures are designed to ensure that information we are required to disclose in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including our certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the foregoing evaluation, our management, including the President and Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of February 1, 2025 , the end of the period covered by this Annual Report.

Based on the foregoing evaluation, our management, including the President and Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of January 31, 2026 , the end of the period covered by this Annual Report.

It should be noted that our management, including the President and Chief Executive Officer and the Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.

Under the supervision and with the participation of our management, including the President and Chief Executive Officer and the Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2025 .

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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The Company’s independent registered public accounting firm, Ernst & Young LLP, has audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K and the effectiveness of the Company’s internal control over financial reporting as of

February 1, 2025 and has issued an attestation report expressing an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting, as stated in their report located below.

January 31, 2026 and has issued an attestation report expressing an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting, as stated in their report located below.

In making its evaluation, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework).

Based upon this evaluation, our management has concluded that our internal control over financial reporting as of February 1, 2025 is effective.

Based upon this evaluation, our management has concluded that our internal control over financial reporting as of January 31, 2026 is effective.

Changes in Internal Control over Financial Reporting

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We have audited Build-A-Bear Workshop, Inc.

and subsidiaries’ internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

and subsidiaries’ internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Build-A-Bear Workshop, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations and comprehensive income , stockholders’ equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated April 17, 2025 expressed an unqualified opinion thereon.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated April 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Security Trading Plans of Directors and Executive Officers

None of the Company’s directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the Company’s fiscal quarter ended February 1, 2025 , as such terms are defined under Item 408 (a) or Regulations S-K.

None of the Company’s directors or executive officers adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement during the Company’s fiscal quarter ended January 31, 2026 , as such terms are defined under Item 408 (a) or Regulations S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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She started her career in advertising, overseeing accounts such as Hershey’s and the Snickers/M&M Mars business.

John serves on the Board of Directors of Jack in the Box Inc., a publicly traded restaurant company.

Until February 2025, Ms.

John served on the Board of Directors of Jack in the Box Inc., a publicly traded restaurant company.

On March 12, 2026, the Board of Directors of the Company announced that as part of a multi-year planned succession process, Sharon Price John intends to retire from her role effective June 11, 2026, the date of the Company’s Annual Shareholders’ Meeting upon which she will be succeeded by Chris Hurt, the Company’s tenured Chief Operations and Experience Officer.

David Henderson , 54 , joined Build-A-Bear Workshop in September 2024 as Chief Revenue Officer.

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Prior to that, he was at Hasbro, a multinational toy manufacturing and entertainment holding company, for over 19 years, ultimately holding the office of Senior Vice President Consumer Products/Licensing North America

Eric Fencl , 63 , joined Build-A-Bear Workshop in July 2008 as Chief Bearrister - General Counsel.

Effective October 2015, Mr.

Fencl now holds the title of Chief Administrative Officer, General Counsel and Secretary.

Yevgeny Fundler , 56 , joined Build-A-Bear Workshop as Chief Legal Officer and Secretary in August 2025.

Prior to joining the Company, Mr.

Fencl was Executive Vice President, General Counsel and Secretary for Outsourcing Solutions Inc., a national accounts receivable management firm from August 1998 to June 2008.

From September 1990 to August 1998, Mr.

Fencl held legal positions at Monsanto Company, McDonnell Douglas Corporation and Bryan Cave Leighton Paisner LLP (formerly known as Bryan Cave LLP).

Fencl began his career as an auditor with Arthur Young & Company.

Christopher Hurt , 59 , joined Build-A-Bear Workshop in April 2015 as Chief Operations Officer.

Effective June 2020, he now holds the title of Chief Operations and Experience Officer.

Fundler led the law departments of publicly traded companies Benson Hill, Inc.

and American Railcar Industries, Inc.

He also served as General Counsel of WestPoint Home LLC, a company in the business of manufacturing, licensing, and distributing various home textile products and brands with an international manufacturing base in Bahrain and a multinational sourcing operation.

Prior to WestPoint Home’s engagement, Mr.

Fundler served as Assistant General Counsel of Icahn Enterprises L.P., a diversified holding company engaged in investment, energy, automotive, food packing, metals, real estate, and home fashion.

Fundler earned his Bachelor of Arts in International Business from San Diego State University and his Juris Doctor from University of California College of the Law, San Francisco.

Christopher Hurt , 60 , is anticipated to become a Class II Director effective as of the date of the 2026 Annual meeting following an appointment to our Board of Directors on March 10, 2026 in connection with his employment as Chief Executive Officer of the Company.

Hurt joined the Company in 2015 as Chief Operations Officer, and, from June 2020 until June 11, 2026, served as Chief Operations and Experience Officer.

Much of his tenure with the Company has focused on restructuring the organization’s largest business unit, the global retail management and operations team, including guest experience, real estate, build-out, and logistics.

Since 2024, Mr.

Hurt has shifted his operational and consumer-insight expertise to redefine the brand, merchandising, marketing and licensing areas of the Company’s business where he has further expanded consumer segments and categories through product expansion and engaging brand initiatives.

Prior to joining the Company, Mr.

Hurt was at American Eagle Outfitters, Inc.

from 2002 to April 2015 in various senior leadership roles of increasing responsibility, including Senior Vice President, North America and Vice President/General Manager—Factory, Canada, Mexico Retail from 2011 to April 2015, and East Zone Vice President and Regional Director from 2002 to 2011.

Before joining American Eagle Outfitters, Mr.

Hurt held positions of increasing responsibility at companies including Polo Ralph Lauren and The Procter & Gamble Company.

from 2002 to 2015 in various senior leadership roles of increasing responsibility, including Senior Vice President of North America, Vice President/General Manager of the Factory stores, Zone Vice President and Regional Director.

Prior to that, Mr.

Hurt held positions of increasing responsibility at Polo Ralph Lauren after starting his career at The Procter & Gamble Company.

Voin Todorovic , 51 , joined Build-A-Bear Workshop in September 2014 as Chief Financial Officer.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended February 1, 2025 and February 3, 2024

Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 1, 2025 and February 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2025 and February 3, 2024

Consolidated Balance Sheets as of January 31, 2026 and February 1, 2025

Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended January 31, 2026 , February 1, 2025.

and February 3, 2024

Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2026, February 1, 2025, and February 3, 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Build-A-Bear Workshop, Inc.

and subsidiaries (the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended February 1, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with U.S.

and subsidiaries (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 17, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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As described in Note 3, for the Company’s gift cards, revenue is deferred for single transactions until redemption.

The 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.

For the year ended February 3, 2024 , net retail sales included gift card breakage revenue of $6.5 million.

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

For the year ended January 31, 2026, net retail sales included gift card breakage revenue of $6.2 million.

Auditing the Company’s breakage revenue related to unredeemed gift cards was complex and judgmental due to the complexity of the model and the subjectivity related to the judgments that are made by the Company to estimate the breakage rate.

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Receivables, net

Prepaid expenses and other current assets

21,459 16,096

Prepaid expenses and other current assets

Total current assets

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Preferred stock, par value $ 0.01 , Shares authorized:

No shares issued or outstanding at February 1, 2025 and February 3, 2024

No shares issued or outstanding at January 31, 2026 and February 1, 2025

Common stock, par value $ 0.01 , Shares authorized:

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229,203 206,238 198,992

Interest expense (income), net

Interest income, net

( 801 ) ( 861 ) ( 929 )

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( 9 ) ( 4,179 ) - ( 16,312 ) ( 20,500 )

- - - ( 28 ) ( 28 )

Other comprehensive income

- - 196 - 196

Cash dividend

- - - ( 22,014 ) ( 22,014 )

Balance, January 28, 2023

- - - 203 203

Adoption of new ASU - ASC 326

Other comprehensive income

- - 52,805 52,805

Balance, January 28, 2023

Balance, February 3, 2024

$ 142 $ 66,330 $ ( 12,082 ) $ 75,272 $ 129,662

Stock-based compensation expense

- 1,385 - - 1,385

Shares issued under employee stock plans

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( 10,957 ) ( 10,957 )

( 40 ) ( 40 )

Other comprehensive income

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Stock-based compensation expense

- 1,474 1,474

Shares issued under employee stock plans

1 1,103 1,104

Forfeiture of shares issued under employee stock plan

- ( 94 ) ( 94 )

Shares withheld in lieu of tax withholdings

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- ( 11,533 ) ( 11,533 )

( 40 ) ( 40 )

Other comprehensive income

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- 52,203 52,203

Balance, February 1, 2025

Balance, January 31, 2026

$ 128 $ 60,821 $ ( 10,760 ) $ 104,839 $ 155,028

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Provision/(adjustments) for doubtful accounts

Loss/(Gain) on disposal of property and equipment

( 1 ) 290 121

Loss on disposal of property and equipment

Net change in film costs and advances

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Cash flows used in financing activities:

Proceeds from exercise of employee equity awards, net of tax

Line of credit amendment fee

Purchases of common stock for employee equity awards, net of tax

( 1,361 ) ( 1,869 ) ( 1,339 )

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Build-A-Bear Workshop, Inc.

and subsidiaries (collectively, the “Company”) is a multi-channel retailer of plush animals and related products.

The Company began operations in October 1997.

and subsidiaries (collectively, the “Company”) was formed in 1997 as a mall-based, experiential specialty retailer for children.

The Company has evolved to become a leading global "retailtainment" brand on a mission to add a little more heart to life.

The Company sells its products through its 375 corporately-managed locations operated primarily in leased mall locations in the U.S., Canada, the Republic of Ireland, and the U.K.

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As of the balance sheet date, operations in foreign countries where the Company does not have corporately-managed locations are through franchise agreements.

The Company also sold product through its partner-operated "third-party retail" model at 138 stores in which it sells its products on a wholesale basis to other companies that then in turn execute the Company's retail experience.

The Company also sold product through its partner-operated model at 178 stores in which it sells its products on a wholesale basis to other companies that then in turn execute the Company's retail experience.

The Company’s consolidated financial statements have been prepared in accordance U.S.

Certain amounts in prior fiscal periods have been reclassified to conform to current year presentation with no impact to the consolidated statement of operations and comprehensive income.

Summary of Significant Accounting Policies

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The Company operates on a 52 - or 53 -week fiscal year ending on the Saturday closest to January 31.

The periods presented in these financial statements are fiscal 2024 ( 52 weeks ended February 1, 2025 ), fiscal 2023 ( 53 weeks ended February 3, 2024 ) and fiscal 2022 ( 52 weeks ended January 28, 2023 ).

The periods presented in these financial statements are fiscal 2025 ( 52 weeks ended January 31, 2026 ), fiscal 2024 ( 52 weeks ended February 1, 2025 ) and fiscal 2023 ( 53 weeks ended February 3, 2024 ).

References to years in these financial statements relate to fiscal years or year-ends rather than calendar years.

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Inventories are stated at the lower of cost or net realizable value, with cost determined on an average-cost basis.

Inventory includes supplies of $ 3.5 million and $ 4.1 million as of February 1, 2025 and February 3, 2024 , respectively.

Inventory includes supplies of $ 4.5 million and $ 3.5 million as of January 31, 2026 and February 1, 2025 , respectively.

A reserve for estimated shortage is accrued throughout the year based on detailed historical averages.

The inventory reserve was $ 1.2 million as of February 1, 2025 and $ 1.1 million as of February 3, 2024 .

Receivables consist primarily of amounts due to the Company in relation to wholesale and corporate product sales, franchisee royalties and product sales, tenant allowances, certain amounts due from taxing authorities, receivables due from insurance providers, and licensing revenue.

The inventory reserve was $ 1.1 million as of January 31, 2026 and $ 1.2 million as of February 1, 2025 .

Receivables are recorded at invoiced amounts and consist primarily of amounts due to the Company in relation to wholesale and corporate product sales, franchisee royalties and product sales, tenant allowances, certain amounts due from taxing authorities, receivables due from insurance providers, and licensing revenue.

The Company assesses the collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current economic conditions, and other relevant factors.

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These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts.

Upon adoption, the Company recognized a charge of $ 0.8 million to the opening balance of retained earnings which represents a reduction in its account receivable balance associated with expected credit losses.

Property and Equipment

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Asset impairment charges are recorded within the cost of merchandise sold - retail expense within the Consolidated Statement of Operations and Comprehensive Income.

The Company's analysis identified no indicators of impairment during fiscal 2025 for long-lived assets.

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

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Participation costs and residuals are accrued and expensed over the applicable product life cycle based upon the ratio of the current period's revenues to the estimated remaining total revenues for each production.

Costs of entertainment productions are subject to recoverability assessments, whenever events or changes in circumstances indicate that the fair value of the film may be less than the unamortized cost, which for content predominantly monetized individually, involves comparing the estimated fair values with the unamortized cost.

Costs of entertainment assets are subject to recoverability assessments, whenever events or changes in circumstances indicate that the fair value of the entertainment asset may be less than the unamortized cost, which for content predominantly monetized individually, involves comparing the estimated fair values with the unamortized cost.

The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the entertainment assets.

The discounted cash flow analysis includes cash flow estimates of ultimate revenue as well as a discount rate (a Level 3 fair value measurement).

The discount rate used in the Company’s discounted cash flow model reflects the time value of money, expectations about variation in the amount or timing of the most likely cash flows, and the price market participants would seek for bearing the uncertainty inherent with the film asset.

The amount by which the unamortized costs of entertainment assets exceed their estimated fair values are written off.

As of February 1, 2025 and February 3, 2024 , the Company had net capitalized entertainment production costs of $ 4.2 million and $ 4.7 million, respectively.

The February 1, 2025 balance for entertainment production costs is comprised of unamortized, released assets and several in-development entertainment projects.

The main purpose of the Company's production assets is to drive consumer engagement with its own intellectual property, similar to a marketing campaign.

As such, the amortization of production assets and any related impairment charges are recorded as advertising expenses with the Selling, general, and administrative line within the Consolidated Statement of Operations and Comprehensive Income and includes this expense in the financial information of the Commercial reportable segment presented in Note 15 - Segment Information.

In November 2023, the Company released the film Glisten and the Merry Mission and recorded $ 1.0 million in film cost amortization during fiscal 2023 based on the individual film's production asset carrying value and its current period actual revenue as a percentage of the ultimate revenue estimate.

Additionally, as of February 1, 2025 , the Company performed a recoverability assessment of the Glisten and the Merry Mission assets and determined there were indicators of impairment.

A discounted cash flow analysis was used to estimate the fair value of the asset and determined the carry value of the production asset was greater than its fair value.

As a result, the Company recorded $ 0.3 million in film asset amortization.

The Company recorded a total of $ 1.1 million in film costs amortization in fiscal 2024 and a total of $ 2.4 million in fiscal 2023.

The amount by which the unamortized costs of entertainment assets exceed their estimated fair values is written off.

As of January 31, 2026 and February 1, 2025 , the Company had net capitalized entertainment assets of $ 4.5 million and $ 4.2 million, respectively.

The January 31, 2026 balance for entertainment assets is comprised of unamortized, released assets and several in-development entertainment projects.

The main purpose of the Company's entertainment assets is to drive consumer engagement with its own intellectual property, similar to a marketing campaign.

As such, the amortization of entertainment assets and any related impairment charges are recorded as advertising expenses with the Selling, general, and administrative line within the Consolidated Statement of Operations and Comprehensive Income and includes this expense in the financial information of the Commercial reportable segment presented in Note 15 - Segment Information.

Additionally, as of January 31, 2026 , the Company performed a recoverability assessment of the entertainment assets and determined there were no indicators of impairment.

The Company recorded a total of $ 0.5 million in entertainment assets amortization in fiscal 2025 and a total of $ 1.1 million in fiscal 2024.

See Note 3 — Revenue for additional accounting information.

Cost of Merchandise Sold

Cost of merchandise sold - retail includes the cost of the merchandise, including royalties paid to licensors of third -party branded merchandise;

Cost of merchandise sold - retail includes the cost of the merchandise, tariff costs, royalties paid to licensors of third -party branded merchandise;

store occupancy cost, including store depreciation;

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damages and shortages;

and shipping and handling costs incurred in shipment to consumers.

and shipping and handling costs incurred in shipment to customers.

Selling, General, and Administrative Expenses

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Further, it includes store preopening expenses which represent costs incurred prior to store openings, remodels and relocations including certain store set-up, labor and hiring costs, rental charges, payroll, government grants, marketing, travel and relocation costs and recoveries.

The costs of advertising and marketing programs are charged to operations in the first period the program takes place.

Advertising expense was $ 21.0 million, $ 24.3 million and $ 19.6 million for fiscal years 2024 , 2023 and 2022 , respectively.

The costs of advertising and marketing programs are ch arged to operations in the first period the program takes place.

Advertising expense was $ 21.0 million, $ 21.0 million and $ 24.3 million for fiscal years 2025 , 2024 and 2023 , r espectively.

Income taxes are accounted for using a balance sheet approach known as the liability method.

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The Company assesses its total liability for uncertain tax positions on a quarterly basis.

The Company recognizes estimated interest and penalties related to unrecognized tax benefits in income tax expense.

The Company recognizes estimated interest and penalties related to uncertain tax positions in income tax expense.

See Note 8—Income Taxes for further discussion.

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Basic income per share is dete rmined by dividing net income allocated to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted income per share reflects the potential dilution that could occur if options to issue common stock were exercised.

Diluted income per share reflects the potential dilution that could occur from outstanding restricted stock awards and if options to issue common stock were exercised.

In periods in which the inclusion of such instruments is anti-dilutive, the effect of such securities is not given consideration.

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The Company recognizes compensation cost for graded-vested equity awards on a straight-line basis over the requisite service period for the entire award and forfeitures as they occur.

See Note 12 — "Stock Incentive Plans" for additional information.

S ee Note 12 — "Stock Incentive Plans" for additional information.

Comprehensive Income

Comprehensive income is comprised of net income and foreign currency translation adjustments.

D eferred Compensation Plan

The Company maintains a Deferred Compensation Plan for the benefit of certain management employees.

The investment funds offered to participants generally correspond to the funds offered in the Company’s 401 (k) plan, and the account balance fluctuates with the investment returns on those funds.

The fair value of the assets, classified as trading securities, and corresponding liabilities are based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1 ).

As of February 1, 2025 , the current portions of the assets and related liabilities of less than $ 0.1 million are presented in prepaid expenses and other current assets and accrued expenses in the accompanying Consolidated Balance Sheets, and the non-current portions of the assets and the related liabilities of $ 0.9 million are presented in other assets, net and other liabilities in the accompanying Consolidated Balance Sheets.

As of February 3, 2024 , the current portions of the assets and related liabilities of less than $ 0.1 million are presented in prepaid expenses and other current assets and accrued expenses in the accompanying Consolidated Balance Sheets, and the non-current portions of the assets and the related liabilities of $ 0.7 million are presented in other assets, net and other liabilities in the accompanying Consolidated Balance Sheets.

Fair Value of Financial Instruments

For purposes of financial reporting, management has determined that the fair value of financial instruments, including cash, cash equivalents and restricted cash, receivables, short term investments, accounts payable and accrued expenses, approximates book value at February 1, 2025 and February 3, 2024 .

For purposes of financial reporting, management has determined that the carrying value of financial instruments, including cash, cash equivalents and restricted cash, receivables, short term investments, accounts payable and accrued expenses, approximates fair value at January 31, 2026 and February 1, 2025 .

Use of Estimates

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Gains and losses resulting from foreign exchange transactions, including the impact of the re-measurement of the Company’s balance sheet, are recorded as a component of selling, general and administrative expenses.

The Company recorded a loss of $ 0.2 million, $ 0.1 million and $ 0.6 million related to foreign currency in fiscal 2024 , 2023 and 2022 , respectively.

The Company recorded a gain of $ 1.8 million i n fiscal 2025 , and loss of $ 0.2 million and $ 0.1 million related to foreign currency in fisc al 2024 and 2023 , r espectively.

R ecent Accounting Pronouncements – Adopted in the current year

At the end of fiscal 2024, the Company adopted ASU No.

2023 - 07, "Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures." This ASU updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

R ecent Accounting Pronouncements – Pending adoption

In December 2023, the FASB issued ASU No.

2023 - 09, "Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures." This ASU expands the requirements for income tax disclosures in order to provide greater transparency.

The amendments are effective for fiscal years beginning after December 15, 2024 and the amendments should be applied prospectively.

Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

Improvements to Income Tax Disclosures." The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

We adopted this ASU on a prospective basis effective February 2, 2025.

Refer to Note 8 - Income Taxes for the inclusion of new disclosures required.

R ecent Accounting Pronouncements – Pending adoption

In November 2024, the FASB issued ASU No.

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Management is currently evaluating this ASU to determine its impact on the Company's disclosures.

In September 2025, the FASB issued ASU No.

2025 - 06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350 - 40.

The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years.

Adoption of this ASU can be applied prospectively for reporting periods after its effective date;

or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption;

or retrospectively to any or all prior periods presented in the consolidated financial statements.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements.

The ASU clarifies interim disclosure requirements and the applicability of Topic 270.

The objective of the amendments is to provide further clarity about the current interim disclosure requirements.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Adoption of this ASU can be applied either a prospective or a retrospective approach.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025 - 12, Codification Improvements.

The ASU addresses thirty-three items, representing the changes to the Codification that ( 1 ) clarify, ( 2 ) correct errors, or ( 3 ) make minor improvements.

Generally, the amendments in this Update are not intended to result in significant changes for most entities.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

The adoption method of this ASU may vary, on an issue-by-issue basis.

Early adoption is permitted.

We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

Nearly all of the Company’s revenue is derived from retail sales (including e-commerce sites) and is recognized when control of the merchandise is transferred to the customer.

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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 has 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 stores after the pandemic, the Company experienced lower gift card redemption rates for all periods of outstanding activated gift 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.

1 unchanged sentence

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.

For the fiscal years ended February 1, 2025 , February 3, 2024 , and January 28, 2023 , net retail sales included gift card breakage revenue of $ 6.5 million, $ 6.3 million and $ 5.1 million, respectively.

For the fiscal years ended January 31, 2026 , February 1, 2025 , and February 3, 2024 , net retail sales included gift card breakage revenue of $ 6.2 million, $ 6.5 million and $ 6.3 million, respectively.

In regard to the consolidated balance sheet, contract liabilities for gift cards are classified as gift cards and customer deposits.

3 unchanged sentences

The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired.

Loyalty program points expire if there is no qualifying account activity for a period of 12 months.

The Company issues certifications daily for those loyalty program members who have earned 100 or more points in the previous day in North America and 50 points or more in the U.K.

18 unchanged sentences

Allowance for Expected Credit Losses

Balance, beginning of period

Fiscal year ended

January 31, 2026

February 1, 2025

February 3, 2024

Balance, beginning of period (dollars in thousands)

$ 6,775 $ 6,935 $ 5,872

8 unchanged sentences

For the Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2024

Operating lease costs

9 unchanged sentences

For the Year Ended

January 31, 2026

February 1, 2025

February 3, 2024

January 28, 2023

Operating cash flows for operating leases

$ 41,803 $ 41,547 $ 39,598

Operating cash flows for operating leases for fiscal 2024 increased from the operating cash flows for operating leases for the same periods in fiscal 2023 and fiscal 2022 , primarily due to increased corporately-managed store count and overall increases in market rent.

As of February 1, 2025 , the weighted-average remaining operating lease term was 6.0 years and the weighted-average discount rate was 7.2 % for operating leases recognized on the consolidated balance sheet.

As of January 31, 2026 , the weighted-average remaining operating lease term was 6.3 years and the weighted-average discount rate was 7.0 % for operating leases recognized on the consolidated balance sheet.

The Company recorded immaterial impairment charges during fiscal 2025 , fiscal 2024 and fiscal 2023 against its right-of-use operating lease assets in the Company's DTC segment.

7 unchanged sentences

Long-term lease obligations

As of February 1, 2025 , the Company had additional executed leases that had not yet commenced with operating lease liabilities totaling $ 29.3 million.

These leases are expected to commence in the first quarter of fiscal 2025 with lease terms of five to twenty years.

As of January 31, 2026 , the Company had additional executed leases that had not yet commenced with operating lease liabilities totaling $ 5.7 million.

These leases are expected to commence in the first and second quarters of fiscal 2026 with lease terms of three to ten years.

Prepaid Expenses and Other Current Assets

12 unchanged sentences

Other non-current assets consist of the following (in thousands):

Entertainment production asset

Entertainment assets

$ 4,493 $ 4,222

18 unchanged sentences

19,844 10,363

Property and equipment

261,547 238,819

Less accumulated depreciation

1 unchanged sentence

$ 70,926 $ 59,761

For fiscal 2024 and 2023 , depreciation expense was $ 14.8 million and $ 13.7 million, respectively.

For fiscal 2025 and 2024 , depreciation and amortization expense was $ 15.0 million and $ 14.8 million, respectively.

The Company recorded immaterial impairment charges during fiscal 2025 and 2024 for long-lived assets in the Company's DTC segment.

3 unchanged sentences

$ 16,824 $ 13,268

Sales tax payable

Sales tax and VAT payable

Accrued rent and related expenses (1)

Current income taxes payable

Accrued expense - other (2)

$ 26,104 $ 16,209

( 1 ) Accrued rent and related expenses consist of accrued costs associated with non-lease components.

For fiscal 2024 and 2023 , defined contribution expense was $ 1.4 million and $ 1.5 million, respectively, included within Accrued wages, bonuses and related expenses.

( 2 ) Accrued expense - other consists of costs associated with legal accruals.

For fiscal 2025 and 2024 , defined contribution expense was $ 1.4 million and $ 1.4 million, respectively.

The Company’s income before income taxes from domestic and foreign operations (which include the U.K., Canada, China, and Ireland), is as follows (in thousands):

1 unchanged sentence

$ 65,761 $ 63,872 $ 61,110

1,466 3,269 5,219

Total income before income taxes

$ 67,227 $ 67,141 $ 66,329

The components of the income tax expense are as follows (in thousands):

The components of the income tax expense (benefit) are as follows (in thousands):

Fiscal year ended

1 unchanged sentence

3,037 2,834 3,205

924 683 ( 537 )

118 161 ( 212 )

( 493 ) 279 ( 1,157 )

Income tax expense

1 unchanged sentence

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 tax 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.

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 tax benefit of the foreign-derived intangible income (FDII) deduction and a favorable tax position affecting its U.K.

net operating loss (NOL) from prior years.

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.

The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets based on all available positive and negative evidence.

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.

For the year ended January 31, 2026, the Company adopted ASU 2023 - 09 on a prospective basis.

Differences between the provision for income taxes at the U.S.

federal statutory income tax rate and the provision in the consolidated statements of operations are as follows:

Fiscal year ended

January 31, 2026

federal statutory income tax rate

$ 14,118 21.0 %

State and local income taxes, net of federal tax benefit (1)

Foreign tax effects

United Kingdom

Prior Period Adjustments

( 908 ) ( 1.4 %)

Other foreign jurisdictions

Effect of cross-border tax laws

Foreign-derived intangible income

( 1,014 ) ( 1.5 %)

Changes in valuation allowances

( 2 ) ( 0.0 %)

Nontaxable or nondeductible items

Executive compensation

( 257 ) ( 0.4 %)

Other adjustments

( 144 ) ( 0.2 %)

Effective tax rate

$ 15,024 22.3 %

( 1 ) During the year ended January 31, 2026, state taxes in California, Florida, Illinois, New York, and Texas comprised more than 50% of the tax effect in this category.

Differences between the provision for income taxes at the U.S.

federal statutory income tax rates and the provision prior to the adoption of ASU 2023 - 09 is as follows:

Fiscal year ended

Income before income taxes

13 unchanged sentences

( 1,005 ) 1,170

Income tax expense (benefit)

Income tax expense

$ 15,356 $ 13,524

1 unchanged sentence

22.9 % 20.4 %

Income taxes paid, net of refunds received, for the year ended January 31, 2026 are as follows:

Temporary differences that gave rise to deferred tax assets and liabilities are as follows (in thousands):

27 unchanged sentences

$ 7,370 $ 7,596

As of February 1, 2025, the Company had gross net operating loss (NOL) carryforwards of approximately $ 3.2 million, $ 1.8 million of which relate to the U.K.

As of January 31, 2026, the Company had gross NOL carryforwards of approximately $ 6.4 million, $ 5.3 million of which relate to the U.K.

where NOLs have no expiration date, and $ 1.1 million of which relate to China where NOLs are carried forward for five years subsequent to the year in which the loss was incurred.

The Company continues to assert its investments in foreign subsidiaries are permanent in duration and it is not practical to estimate the income tax liability on the outside basis differences.

As of February 1, 2025, the Company had no unrecognized tax benefits.

As of January 31, 2026, and February 1, 2025, the Company had no unrecognized tax benefits.

As of February 3, 2024, the Company had total unrecognized tax benefits of $ 0.1 million, of which $ 0.1 million would favorably impact the Company’s provision for income taxes if recognized.

In the fourth quarter of fiscal year 2024, the Company recorded additional unrecognized tax benefits of $ 0.1 million and settled all unrecognized tax benefits of $ 0.1 million.

In the fourth quarter of fiscal year 2024, the Company settled all unrecognized tax benefits of $ 0.1 million.

The Company reviews its uncertain tax positions periodically and accrues interest and penalties accordingly.

Accrued interest and penalties included within other liabilities in the consolidated balance sheets was $ 0.0 million and less than $ 0.1 million for the years ended February 1, 2025, and February 3, 2024, respectively.

Accrued interest and penalties included within other liabilities in the consolidated balance sheets was $ 0.0 million for each of the years ended January 31, 2026, and February 1, 2025.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes within the consolidated statement of operations.

For the years ended February 1, 2025, and February 3, 2024, the Company recognized an (expense) benefit of less than ($ 0.1 ) million and ($ 0.1 ) million, respectively, for interest and penalties.

For the years ended January 31, 2026, and February 1, 2025, the Company recognized an expense of $ 0.0 million and less than $ 0.1 million, respectively, for interest and penalties.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

2 unchanged sentences

Balance at end of year

Management does not expect the amount of unrecognized tax benefits to change by a material amount in the next twelve months.

The following tax years remain open in the Company’s major taxing jurisdictions as of February 1, 2025 :

The following tax years remain open in the Company’s major taxing jurisdictions as of January 31, 2026:

United States (Federal) 2022 through 2025

1 unchanged sentence

Line of Credit

The Company has a revolving credit and security agreement with PNC Bank, as agent, which expires on December 17, 2026, and 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.

The Credit Agreement requires the Company to comply with one financial covenant, specifically, that the Company maintain availability (as determined in accordance with the Credit Agreement) at all times equal to or greater than the greater of (a) 10.0 % of the Loan Cap and (b) $ 1,875,000 (subject to increase upon exercise of the Increase Option).

The “Loan Cap” is the lesser of ( 1 ) $25,000,000 less the outstanding amount of loans and letters of credit under the Credit Agreement and ( 2 ) the borrowing base from time to time under the Credit Agreement.

The Credit Agreement contains customary events of default, including without limitation events of default based on payment obligations, material inaccuracies of representations and warranties, covenant defaults, final judgments and orders, unenforceability of the Credit Agreement, material ERISA events, change in control, insolvency proceedings, and defaults under certain other obligations.

The Company had a revolving credit and security agreement with PNC Bank, as agent, which was set to expire on December 17, 2026, and provided for a secured revolving loan in aggregate principal of up to $ 25.0 million, subject to a borrowing base formula.

On December 31, 2025, the Company entered into a Third Amendment to revolving credit and security agreement (the “Third Amendment”) with PNC Bank.

The Third Amendment (i) increased the base borrowing amount under the facility from $ 25.0 million to $ 40.0 million (while retaining the accordion feature allowing such amount to increase up to $ 50.0 million);

(ii) reduced the interest rates for borrowings under the facility;

(iii) extended the maturity date of the Credit Agreement to December 31, 2030;

and (iv) reduced the facility fee related to undrawn availability.

The Third Amendment also updated various provisions regarding compliance with sanctions and anti-money laundering laws, international trade laws, and implemented certain other technical amendments.

As amended, the new revolving credit and security agreement provides for a senior secured revolving loan in aggregate principal amount of up to $ 40.0 million (subject to a borrowing base formula), which may be increased with the consent of the lenders by an amount not to exceed $ 10.0 million, subject to the conditions set forth in the agreement (the “Increase Option”).

The new revolving credit and security agreement continues to provide for swingline loans of up to $ 5.0 million and the issuance of standby or commercial letters of credit of up to $ 5.0 million.

As of January 31, 2026 , borrowings under the new agreement would bear interest by reference to, at the borrower’s option, either (a) a base rate determined under the agreement, or (b) at a rate based on SOFR reference rate, plus in either case a margin based on average undrawn availability as determined in accordance with the agreement, but the Third Amendment reduced such rates.

The Third Amendment also reduced the facility fee percentage on undrawn commitments under the agreement from 0.25 % to 0.20 %.

The new agreement continues to require the Company to comply with one financial covenant, specifically, that the Company maintain availability (as determined in accordance with the agreement) at all times equal to or greater than the greater of (a) 10.0 % of the Loan Cap and (b) $ 1,875,000 (subject to increase upon exercise of the Increase Option).

The Third Amendment increased the “Loan Cap” to the lesser of ( 1 ) $ 40.0 million less the outstanding amount of loans and letters of credit under the agreement and ( 2 ) the borrowing base from time to time under the agreement.

The Third Amendment contains customary events of default, including without limitation events of default based on payment obligations, material inaccuracies of representations and warranties, covenant defaults, final judgments and orders, unenforceability of the Credit Agreement, material ERISA events, change in control, insolvency proceedings, and defaults under certain other obligations.

An event of default may cause the applicable interest rate and fees to increase by 2 % until such event of default has been cured, waived, or amended.

The Credit Agreement contains typical negative covenants, including, among other things, that the Borrower will not incur indebtedness except for permitted indebtedness or make any investments except for permitted investments, declare dividends or repurchase its stock except as permitted, acquire any subsidiaries except in connection with a permitted acquisition, or merge or consolidate with any other entity or acquire all or substantially all of the assets of any other company outside the ordinary course of business.

The Company is currently in compliance with the Credit Agreement covenants.

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

The Company had no outstanding borrowings as of February 1, 2025 .

The Third Amendment contains typical negative covenants, including, among other things, that the Borrower will not incur indebtedness except for permitted indebtedness or make any investments except for permitted investments, declare dividends or repurchase its stock except as permitted, acquire any subsidiaries except in connection with a permitted acquisition, or merge or consolidate with any other entity or acquire all or substantially all of the assets of any other company outside the ordinary course of business.

The Company is in compliance with the new revolving credit and security agreement covenants.

As of January 31, 2026 , the Company had a borrowing base of $ 40.0 million.

The Company had no outstanding borrowings as of January 31, 2026 .

Commitments and Contingencies

13 unchanged sentences

The Company maintains a provision against the related receivable, based on a current evaluation of collectability, using the latest facts available in the dispute.

As of February 1, 2025 , the Company had a gross receivable balance of $ 4.7 million and a reserve of $ 3.3 million, leaving a net receivable of $ 1.4 million.

As of January 31, 2026 , the Company had a gross receivable balance of $ 4.7 million and a reserve of $ 3.8 million, leaving a net receivable of $ 0.9 million.

The Company believes that the outcome of this dispute will not have a material adverse impact on the results of operations, liquidity, or financial position of the Company.

14 unchanged sentences

$ 3.99 $ 3.80 $ 3.65

In calculating diluted earnings per share for fiscal 2024 , 2023 and 2022 , there were 21,828 , 23,324 , and 46,543 shares of common stock, respectively, that were outstanding at the end of the period that were not included in the computation of diluted income per share due to their anti-dilutive effect under provisions of ASC 260 - 10.

In calculating diluted earnings per share for fisca l 2025 , 2024 and 2023 , there were 20,577 , 21,828 , and 23,324 shares of common stock, respectively, that were outstanding at the end of the period that were not included in the computation of diluted income per share due to their anti-dilutive effect under provisions of ASC 260 - 10.

Stock Incentive Plans

11 unchanged sentences

The total number of shares of the Company’s common stock authorized for issuance under the Restated 2020 Incentive Plan increased by 800,000 to a maximum of 1,800,000 since its inception as the 2020 Incentive Plan, subject to customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired company plan shares, plus shares that are subject to outstanding awards made under the 2017 Plan that on or after April 14, 2020 may be forfeited, expire or be settled for cash.

For the years ended February 1, 2025 , February 3, 2024 and January 28, 2023 , Selling, general and administrative expense included stock-based compensation expense of $ 2.2 million, $ 2.1 million and $ 2.6 million, respe ctively.

As of February 1, 2025 , there was $ 2.7 million of total unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of 1.6 years.

Future total shares available for options, non-vested stock and restricted stock grants were 857,838 , 1,010,666 and 186,624 at the end of 2024 , 2023 and 2022 , respectively.

For the years ended January 31, 2026 , February 1, 2025 and February 3, 2024 , Selling, general and administrative expense included stock-based compensation expense of $ 2.9 million, $ 2.2 million and $ 2.1 million, respe ctively.

As of January 31, 2026 , there was $ 5.0 million of total unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of 1.8 years.

Future total shares available for options, non-vested stock and restricted stock grants were 750,030 , 857,838 and 1,010,666 at the end o f 2025 , 2024 and 2023 , respectively.

Stock Options

1 unchanged sentence

Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions)

Outstanding, January 28, 2023

177,519 14.20

( 165,144 ) 13.93

Canceled or expired

Outstanding, February 3, 2024

( 12,375 ) 17.84

Canceled or expired

Outstanding, February 1, 2025

Canceled or expired

Outstanding, January 31, 2026

Options Exercisable as of:

February 1, 2025

January 31, 2026

There were no stock options granted during fiscal 2025 , 2024 or 2023 .

1 unchanged sentence

The total grant date fair value of options exercised in fiscal 2024 was $ 0.1 million and the total intrinsic value was $ 0.14 million.

The total grant date fair value of options exercised in fiscal 2023 was $ 1.2 million and the total intrinsic value was $ 1.2 million.

The Company generally issues new shares to satisfy option exercises.

6 unchanged sentences

Performance-Based Restricted Stock

Weighted Average Grant Date Fair Value

Weighted Average Grant Date Fair Value Shares

Weighted Average Grant Date Fair Value

Outstanding, January 28, 2023

Outstanding, February 3, 2024

122,609 $ 18.02 185,082 $ 17.37

2 unchanged sentences

Adjusted for performance achievement

- - 57,756 2.78

Canceled or expired

5 unchanged sentences

Adjusted for performance achievement

( 11,572 ) 18.03

Canceled or expired

( 10,792 ) 35.91 ( 15,264 ) 30.97

Outstanding, February 1, 2025

Outstanding, January 31, 2026

73,588 $ 37.97 156,665 $ 32.82

14 unchanged sentences

If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25 % to 200 % of the target number of shares.

As of February 1, 2025 , the Company had recorded aggregate expense for the fiscal 2022, 2023, and 2024 three -year performance-based restricted stock awards of $ 0.8 million.

Th e vesting date fair value of shares that vested in fiscal 2024 , 2023 and 2022 was $ 2.2 million, $ 2.1 million and $ 2.0 million, respectively.

As of January 31, 2026 , the Company had recorded aggregate expense for the fiscal 2023, 2024, and 2025 three -year performance-based restricted stock awards of $ 1.5 million.

Th e vesting date fair value of shares that vested in fisca l 2025 , 2024 and 2023 w as $ 2.5 million , $ 2.2 million and $ 2.1 million, respectively.

Stockholders’ Equity

The following table summarizes the changes in outstanding shares of common stock for fiscal 2025 and fiscal 2024 :

Shares as of January 28, 2023

Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding

Share repurchase

Shares as of February 3, 2024

3 unchanged sentences

Shares as of February 1, 2025

Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding

Share repurchase

Shares as of January 31, 2026

Major Vendors

12 unchanged sentences

International

Fifty-two weeks ended February 1, 2025

Fifty-two weeks ended January 31, 2026

Total Revenue

8 unchanged sentences

Overhead Expenses (1)

Interest Expense (Income)

Interest income, net

Income before income taxes

Fifty-three weeks ended February 3, 2024

Fifty-two weeks ended February 1, 2025

Total Revenue

8 unchanged sentences

Overhead Expenses (1)

Interest Expense (Income)

Interest income, net

Income before income taxes

Fifty-two weeks ended January 28, 2023

Fifty-three weeks ended February 3, 2024

Total Revenue

8 unchanged sentences

Overhead Expenses (1)

Interest Expense (Income)

Interest income, net

Income before income taxes

2 unchanged sentences

International

Fifty-two weeks ended February 1, 2025

Fifty-two weeks ended January 31, 2026

$ 249,399 $ 18,419 $ 1,734 $ 75,901 $ 345,453

3 unchanged sentences

17,432 8,113 25,545

Fifty-three weeks ended February 3, 2024

Fifty-two weeks ended February 1, 2025

$ 170,132 $ 11,712 $ 2,571 $ 105,541 $ 289,956

3 unchanged sentences

11,414 - - 7,903 19,317

Fifty-two weeks ended January 28, 2023

Fifty-three weeks ended February 3, 2024

$ 195,373 $ 8,801 $ 1,225 $ 66,926 $ 272,325

7 unchanged sentences

The following schedule is a summary of the Company’s sales to external customers (in thousands):

Fifty-two weeks ended February 1, 2025

Fifty-two weeks ended January 31, 2026

Net sales to external customers

$ 451,218 $ 71,687 $ 6,927 $ 529,832

Fifty-three weeks ended February 3, 2024

Fifty-two weeks ended February 1, 2025

Net sales to external customers

$ 425,139 $ 65,233 $ 6,032 $ 496,404

Fifty-two weeks ended January 28, 2023

Fifty-three weeks ended February 3, 2024

Net sales to external customers

1 unchanged sentence

For purposes of this table only:

North America includes corporately-managed stores in the United States and Canada.

North America includes corporately-managed stores in the U.S.

Europe includes corporately-managed stores in the U.K.

Other includes franchise businesses outside of North America and Europe.

Subsequent Events

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 highly 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.

(a)(2) Financial Statement Schedules

39 unchanged sentences

(incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 11, 2016)

Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between J.

Christopher Hurt and Build-A-Bear Workshop, Inc.

(incorporated by reference from Exhibit 10.2 on our Current Report on Form 8-K, filed on March 11, 2016)

Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Sharon Price John and Build-A-Bear Workshop, Inc.

(incorporated by reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on March 11, 2016)

Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Jennifer Kretchmar and Build-A-Bear Workshop, Inc.

(incorporated by reference from Exhibit 10.4 on our Current Report on Form 8-K, filed on March 11, 2016)

Separation Agreement and General Release by and between Jennifer Kretchmar and Build-A-Bear Workshop, Inc.

dated February 4, 2024 (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K filed on February 5, 2024)

Consulting Agreement by and between Jennifer Kretchmar and Build-A-Bear Workshop, Inc., dated February 4, 2024 (incorporate by reference from Exhibit 10.2 on our Current Report on Form 8-K filed on February 5, 2024)

Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by and between Vojin Todorovic and Build-A-Bear Workshop, Inc.

2 unchanged sentences

(incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on September 12, 2024)

Employment, Confidentiality and Noncompete Agreement, effective as of August 4, 2025, by and between Yevgeny Fundler and Build-A-Bear Workshop, Inc.

(incorporated by reference from Exhibit 10.1 on our Current Report on Form 10-Q, filed on September 11, 2025)

CEO Employment, Confidentiality and Noncompete Agreement, effective as of March 12, 2026, by and between J.

Christopher Hurt and Build-A-Bear Workshop, Inc.

(incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 12, 2026)

Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference from Exhibit 10.11 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No.

11 unchanged sentences

and PNC Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on November 23, 2022)

Third Amendment to Revolving Credit and Security Agreement dated as of December 31, 2025 among the Company, as borrowing agent and borrower;

Build-A-Bear Retail Management, Inc., as an additional borrower;

Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors;

the lenders party thereto;

and PNC Bank, National Association, as agent for the lenders.

Facility Construction Agreement dated December 22, 2005 between the Registrant and Duke Construction Limited Partnership (incorporated by reference from Exhibit 10.35 to our Annual Report on Form 10-K, for the year ended December 31, 2005)

1 unchanged sentence

Statement regarding computation of earnings per share (incorporated by reference from Note 10 of the Registrant’s audited consolidated financial statements included herein)

Build-A-Bear Workshop Insider Trading Policy

Build-A-Bear Workshop, Inc.

Insider Trading Policy

List of Subsidiaries of the Registrant

24 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sharon John and Voin Todorovic, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the Annual Report on Form 10-K of Build-A-Bear Workshop, Inc.

(the “Company”) for the fiscal year ended February 1, 2025 and any other documents and instruments incidental thereto, together with any and all amendments and supplements thereto, to enable the Company to comply with the Securities Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and/or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

(the “Company”) for the fiscal year ended January 31, 2026 and any other documents and instruments incidental thereto, together with any and all amendments and supplements thereto, to enable the Company to comply with the Securities Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and/or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

6 unchanged sentences

George Carrara

/s/ Robert L.

April 17, 2025

/s/ Narayan Iyengar

6 unchanged sentences

Lesli Rotenberg

/s/ James Goldman

April 16, 2026

James Goldman

/s/ Sharon John

8 unchanged sentences

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 9A. Controls and Procedures