UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 5, ~~2024~~2025

Build-A-Bear Workshop, Inc.

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(Exact Name of Registrant as Specified in Its Charter)

Delaware

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(State or Other Jurisdiction

of Incorporation)

001-32320

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(Commission

File Number)

43-1883836

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(IRS Employer

Identification No.)

415 South 18th St., St. Louis, Missouri

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(Address of Principal Executive Offices)

63103

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(Zip Code)

(314) 423-8000

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(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BBW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0102. ~~Regulation~~ FDDeparture ~~Disclosure~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On March 5, 2025, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) ~~prepared~~increased anthe ~~investor~~size ~~presentation containing certain information and financial highlights. Representatives~~ of the ~~Company~~Board ~~intend~~ to ~~present~~seven ~~some~~(7) ofmembers ~~or all of this presentation to current~~ and ~~prospective~~appointed ~~investors~~Richard ~~at various conferences and meetings~~A. AJohnson ~~copy~~to of the ~~investor presentation is attached hereto as Exhibit 99~~Board.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference~~Mr. AJohnson ~~copy~~will ofserve ~~the~~as ~~investor~~a ~~presentation~~Class isIII ~~also~~director ~~available~~with onan ~~the~~initial ~~Investor~~term ~~Relations~~expiring ~~section~~at of the Company’s ~~web~~2025 ~~site~~Annual atMeeting ~~http://IR~~of Stockholders.~~buildabear.com.~~

ToThere ~~supplement~~is ~~its~~no ~~financial~~arrangement ~~statements~~or ~~presented~~understanding inbetween ~~accordance~~Mr. ~~with~~Johnson ~~GAAP,~~and ~~the~~any ~~Company~~other ~~used,~~person inpursuant ~~its~~to ~~investor~~which ~~presentation,~~either ~~certain~~Mr. ~~non-GAAP~~Johnson ~~measures~~was ofelected ~~financial~~as ~~performance~~a director. ~~The~~Mr. ~~Company~~Johnson ~~believes~~was ~~that~~determined ~~these~~by ~~non-GAAP~~the ~~measures~~Board ~~will~~to ~~allow~~be ~~for~~independent aunder ~~better~~the ~~evaluation~~applicable rules of the ~~operating~~New ~~performance~~York ofStock ~~the~~Exchange ~~business~~(“NYSE”) and ~~facilitate~~the arules ~~meaningful~~and ~~comparison~~regulations of the ~~Company’s~~U.S. ~~results~~Securities inand ~~the~~Exchange ~~current~~Commission ~~period~~(the to“SEC”). ~~those in prior periods and future periods~~Mr. ~~Reference~~Johnson towill ~~these~~serve ~~non-GAAP measures should not be considered~~ as a ~~substitute~~member ~~for~~of ~~results~~the ~~that~~Audit ~~are~~Committee ~~presented~~of inthe aBoard ~~manner~~and ~~consistent~~the ~~with~~Nominating ~~GAAP.~~and ~~These~~Corporate ~~non-GAAP~~Governance ~~measures~~Committee ~~are provided to enhance investors’ overall understanding~~ of the ~~Company’s financial performance~~Board.

*In *addition, *in *connection *with his election to the Board and in accordance with the Company’s non-employee director compensation policies which provide for prorated restricted stock awards to directors who join the Board during a year, the Compensation and Human Capital Committee approved an award of 605 shares of restricted stock to Mr. Johnson under the Company’s Amended and Restated 2020 Omnibus Incentive Plan. Pursuant to Mr. Johnson’s restricted stock award agreement, the shares will vest June 13, 2025, subject to his continued service on the Board. Mr. Johnson’s ongoing annual compensation will be consistent with that provided to the Company’s other non-employee directors, as described in the Company’s most recent proxy statement filed with the SEC.

The ~~information~~Company ~~furnished~~is ~~in,~~not ~~contained,~~aware orof ~~incorporated~~any ~~by reference into Item 7.01 above~~transactions, ~~including~~proposed ~~Exhibit~~transactions ~~99.1~~or ~~attached~~series ~~hereto, is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~either 18to ofwhich the ~~Securities~~Company ~~and~~or ~~Exchange~~any ~~Act~~ of ~~1934~~its ~~(the~~subsidiaries ~~“Exchange~~was ~~Act”)~~ or ~~otherwise~~is ~~subject~~ to ~~the~~be ~~liabilities~~a ~~of that section~~party, ~~nor shall it be deemed incorporated by reference~~ in ~~any~~which ~~filing under~~ the ~~Securities~~amount ~~Act~~involved ofexceeds ~~1933 (the “Securities Act”)~~$120,000 asand ~~amended, or the Exchange Act, regardless of any general incorporation language~~ in ~~such~~which ~~filing~~Mr. InJohnson ~~addition~~had, ~~this~~or ~~report~~will ~~(including~~have, ~~Exhibit 99.1) shall not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely as~~ a ~~requirement~~direct ofor ~~Item~~indirect 7material interest.~~01.~~

~~This~~Item ~~Current Report on Form~~ 8~~-K and the investor presentation attached hereto as Exhibit 99~~.1,01 ~~respectively,~~Other ~~contain certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act~~Events. All statements in this report and in such exhibit not dealing with historical results are forward-looking and are based on various assumptions. The forward-looking statements in this report and in such exhibit are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things: statements regarding the Company’s goals, intentions, and expectations; business plans and growth strategies; estimates of the Company’s risks and future costs and benefits; forecasted demographic and economic trends relating to the Company’s industry; and other risk factors referred to from time to time in filings made by the Company with the Securities and Exchange Commission. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.

On March 5, 2025, the Company issued a press release announcing the appointment of Mr. Johnson as an independent director. A copy of the press release has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number	Description of Exhibit
99.1	Investor Presentation—December 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number Description of Exhibit

99.1	Press release, dated March 5, 2025

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	~~BUILD-A-BEAR WORKSHOP, INC.~~	BUILD-A-BEAR WORKSHOP, INC.
Date: December 5, 2024	By:	/s/ Voin Todorovic
Date: March 5, 2025	By:	/s/ Eric R. Fencl
	~~Name:~~	~~Voin Todorovic~~Name:	Eric R. Fencl
	~~Title:~~	~~Chief Financial Officer~~Title:	Chief Administrative Officer, General Counsel and Secretary

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