Item 5. Other Information
Item 5. Other Information
Security Trading Plans of Directors and Executive Officers
Item 408 (a) of Regulation S-K requires the Company to disclose whether any of its directors or officers have adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5 - 1 trading arrangement” as defined in Item 408 (c) of Regulation S-K. During the Company's fiscal quarter ended August 1, 2026 , 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, as such terms are defined under Item 408 (a) of Regulation S-K.
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Item 6. Exhibits
The following is a list of exhibits filed as a part of the quarterly report on Form 10-Q:
Exhibit No.
Description
2.1
Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant (incorporated by reference from Exhibit 2.1 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
3.1
Third Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on November 11, 2004)
3.2
Amended and Restated Bylaws, as amended through January 4, 2018 (incorporated by reference from Exhibit 3.1 to our Current Report on Form 8-K, file d on January 4, 2018)
4.1
Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333 -118142)
10.1
Amended and Restated Employment, Confidentiality, and Noncompete Agreement, effective as of June 11, 2026, by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on May 2, 2026)
10.2
Second Amended and Restated Employment, Confidentiality and Noncompete Agreement, effective as of June 11, 2026 by and between Voin Todorovic and Build-A-Bear Workshop, Inc. (Incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K filed on June 12, 2026)
10.3**
Agreement Form of Executive Office Restricted Stock/Performance Share Unit Agreement under the Registrant's Amended and Restated 2020 Omnibus Incentive Plan
31.1**
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
31.2**
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
32.1***
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
32.2***
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Extension Calculation Linkbase Document
101.DEF
Inline XBRL Extension Definition Linkbase Document
101.LAB
Inline XBRL Extension Label Linkbase Document
101.PRE
Inline XBRL Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
** Filed herewith
*** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 10, 2026
BUILD-A-BEAR WORKSHOP, INC.
(Registrant)
By:
/s/ J. Christopher Hurt
J. Christopher Hurt
President and Chief Executive Officer (on behalf of
the registrant and as principal executive officer)
By:
/s/ Voin Todorovic
Voin Todorovic
Chief Financial Officer (on behalf of the registrant and as principal
financial officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.