Build-A-Bear Workshop, Inc. Files Form 10-K/A: Key Details for Investors

Summary of Filing

Build-A-Bear Workshop, Inc. (“the Company”) has filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended January 31, 2026. This amendment primarily corrects hyperlinks related to certain exhibits and includes updated certifications under the Sarbanes-Oxley Act.

Key Points Investors Should Note

• Nature of Amendment: The amendment is administrative in nature and does not include changes to the financial statements or operating results. The main update is the correction of hyperlinks for certain material exhibits and the attachment of new certifications as required by the Sarbanes-Oxley Act.
• Certification: Both the CEO (Sharon John) and CFO (Voin Todorovic) have certified that:
  • The report does not contain any untrue statements of material fact or omit any material facts.
  • The report fairly presents, in all material respects, the financial condition and results of operations of the Company.
• Internal Controls: The Company’s independent registered public accounting firm has attested to management’s assessment of internal control over financial reporting as required under Section 404(b) of the Sarbanes-Oxley Act.
• Outstanding Shares: As of April 14, 2026, there were 12,580,479 shares of common stock issued and outstanding.
• Public Float: The public float is listed as \$649.5 million.
• Exchange Information: The Company’s common stock (par value \$0.01 per share) is listed on the NYSE under the ticker symbol “BBW.”
• Compliance Status: The Company:
  • Is not a well-known seasoned issuer.
  • Is not an emerging growth company.
  • Is not a voluntary filer.
  • Is in current reporting compliance with the SEC.
  • Is classified as an “Accelerated Filer.”
• Proxy Statement: Portions of the registrant’s Proxy Statement for the June 11, 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report.
• Insider Trading Policy Update: The company has included an amended and restated Insider Trading Policy (effective March 10, 2026). Key points include:
  • Strict prohibition on insider trading: Directors, officers, employees, and their family members are prohibited from trading on material nonpublic information or tipping such information to others.
  • Pre-clearance Required: All trades in company securities by designated insiders must be pre-cleared by the General Counsel.
  • Restricted Trading Periods: The company may announce closed windows or blackout periods when insider trading restrictions are heightened.
  • Additional Restrictions: Short sales, transactions in derivative securities, hedging, and short-term trading (selling within six months of a purchase) are strictly prohibited for covered persons.
  • Reporting Obligations: Directors and certain officers must timely file Form 144 and Form 4 to notify the SEC of transactions in company securities.
  • Post-Termination Restrictions: Insider trading laws continue to apply after termination of service, and the company recommends refraining from transactions for at least 90 days post-termination if in possession of material nonpublic information.
• No Restatement or Error Corrections: The company confirms that the financial statements included in this filing do not reflect the correction of an error to previously issued financial statements, and no restatements were required that would trigger a recovery analysis of incentive-based compensation.

Potentially Price-Sensitive Information

There are no new financial results, material changes, or disclosures in this amendment that would likely affect the share price. The filing is strictly administrative, focused on compliance and clarity for investors and the SEC. The most significant update is the restated Insider Trading Policy, which is a governance enhancement but not price-sensitive.

Conclusion

Investors should be aware that this Form 10-K/A amendment does not introduce new financial or operational disclosures that would impact valuation or trading of Build-A-Bear Workshop, Inc. shares. The company’s compliance posture remains strong, with updated governance and reporting policies, and continued adherence to SEC filing requirements.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell securities. Investors should review the full SEC filings and consult with their financial advisors before making investment decisions.

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