Build-A-Bear Workshop Inc 2025年度报告

FORM 10-K/A (Mark One)☒Annual report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 31, 2026 OR Transition report pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromto Commission file number: 001-32320 (Exact Name of Registrant as Specified in Its Charter) 43-1883836(I.R.S. EmployerIdentification No.) (314) 423-8000(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section12(b) of the Act: Title of Each ClassTradingSymbolName of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per shareBBWNew York Stock Exchange Securities registered pursuant to Section12(g) of the Act: None Table of Contents Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No There is no non-voting common equity. The aggregate market value of the common stock held by non-affiliates (based upon the closing price of $49.36for theshares on the New York Stock Exchange on August 2, 2025) was $649.5 million as of August 2, 2025, the last business day of the registrant’s most recentlycompleted second fiscal quarter. As ofApril 14, 2026, there were 12,580,479issued and outstanding shares of the registrant’s common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its June 11, 2026,Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Reporton Form 10-K where indicated. The Registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days afterthe end of the fiscal year to which this report relates. BUILD-A-BEAR WORKSHOP, INC.INDEX TO FORM 10-K Explanatory Note Explanatory Note Build-A-Bear Workshop, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its AnnualReport on Form 10-K for the fiscal year ended January 31, 2026 (the “Original Form 10-K”) to correct the hyperlinks for thefollowing exhibits: Exhibit 10.4*Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by andbetween Sharon Price Johnand Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.3on our Current Reporton Form 8-K, filed on March 11, 2016) Exhibit 10.5*Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7, 2016, by andbetween Vojin Todorovicand Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.5on our Current Report onForm 8-K, filed on March 11, 2016) Exhibit 10.6*Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024,by and betweenDavid Hend