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~~February 3110, ~~2025~~2026

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):

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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))

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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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On December 31, 2025, Build-A-Bear Workshop, Inc.~~ (~~the “Company”~~d), On asFebruary ~~borrowing agent; Build-A-Bear Retail Management~~10, ~~Inc.~~2026, ~~together with~~ the ~~Company,~~Board asof ~~borrowers~~Directors (~~collectively,~~ the “~~Borrowers~~Board”); ~~and~~of 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.~~ (~~collectively,~~ the “~~Guarantors~~Company”);, ~~entered~~increased ~~into a Third Amendment to Revolving Credit and Security Agreement (~~the ~~“Third~~size ~~Amendment”)~~of ~~with~~ the ~~lenders~~Board ~~party~~to ~~thereto~~seven (~~the “Lenders”~~7) members and ~~PNC~~appointed ~~Bank,~~James ~~National Association, as agent for Lenders (in such capacity, “Agent”)~~A. ~~The~~Goldman ~~Third~~to ~~Amendment amended~~ the ~~Revolving~~Board. ~~Credit~~Mr. ~~and~~Goldman ~~Security~~will ~~Agreement,~~serve ~~dated~~ as ofa ~~August~~Class ~~25,~~I ~~2020~~director (the “Original Credit Agreement”), as amended by the First Amendment, dated as of December 17, 2021 (the “First Amendment”) and by the Second Amendment, dated as of November 21, 2022 (the “Second Amendment”, and together with ~~the~~an ~~Original~~initial ~~Credit~~term ~~Agreement,~~expiring ~~the~~at ~~First Amendment and~~ the ~~Third Amendment, the “Credit Agreement”), among the~~ Company,’s ~~the~~2026 ~~Borrowers,~~Annual ~~the~~Meeting ~~Guarantors,~~of ~~the Lenders, and the Agent~~Stockholders. ~~All capitalized terms used in this Item 1.01 and not otherwise defined in this Item 1.01 shall have the meanings given in the Credit Agreement.~~

~~Among~~There ~~other~~is ~~things~~no ~~and~~arrangement asor ~~described~~understanding ~~below,~~between ~~the~~Mr. ~~Third~~Goldman ~~Amendment:~~and ~~(i)~~any ~~increased~~other ~~the~~person ~~base~~pursuant ~~borrowing~~to ~~amount~~which ~~under~~either ~~the~~Mr. ~~facility~~Goldman ~~from~~was ~~$25.0~~elected ~~million~~as toa ~~$40~~director.0 ~~million~~Mr. ~~(while~~Goldman ~~retaining~~was ~~the~~determined ~~accordion~~by ~~feature~~the ~~allowing~~Board ~~such amount~~ to ~~increase~~be upindependent tounder ~~$50.0~~the ~~million);~~applicable ~~(ii)~~rules ~~reduced~~of the ~~interest~~New ~~rates~~York ~~for~~Stock ~~borrowings~~Exchange ~~under the facility;~~ (~~iii~~“NYSE”) ~~extended~~and the ~~maturity~~rules ~~date~~and regulations of the ~~Credit~~U.S. ~~Agreement~~Securities ~~to December 31, 2030;~~ and ~~(iv)~~Exchange ~~reduced~~Commission (the ~~facility~~“SEC”). ~~fee~~Mr. ~~related~~Goldman towill ~~undrawn~~serve ~~availability.~~as ~~The~~a ~~Third~~member ~~Amendment~~of ~~also~~the ~~updated~~Audit ~~various~~Committee ~~provisions~~of ~~regarding~~the ~~compliance~~Board ~~with sanctions~~ and ~~anti-money~~the ~~laundering~~Compensation ~~laws~~ and ~~implemented~~Human ~~certain~~Capital ~~other~~Committee ~~technical~~of ~~amendments~~the Board.

AsIn ~~amended~~addition, ~~the~~in ~~Credit~~connection ~~Agreement~~with ~~provides~~his ~~for~~election ato ~~senior~~the ~~secured~~Board ~~revolving~~and ~~loan~~ in ~~aggregate~~accordance ~~principal~~with ~~amount~~the ofCompany’s upnon-employee todirector ~~$40.0~~compensation ~~million~~policies ~~(subject~~which toprovide afor ~~borrowing~~prorated ~~base~~restricted ~~formula),~~stock ~~which~~awards ~~may~~to bedirectors ~~increased~~who ~~with~~join the ~~consent~~Board ofduring ~~the~~a ~~Lenders~~year, bythe anCompensation ~~amount~~and ~~not~~Human toCapital ~~exceed~~Committee ~~$10.0~~approved ~~million,~~an ~~subject~~award toof ~~the~~556 ~~conditions~~shares ~~set~~of ~~forth~~restricted instock ~~the~~to ~~Credit Agreement (the “Increase Option”)~~Mr. ~~The~~Goldman ~~borrowing base~~ under the ~~Credit~~Company’s ~~Agreement~~Amended ~~continues~~and toRestated be2020 ~~based~~Omnibus onIncentive ~~specified~~Plan. ~~percentages~~Pursuant ofto ~~Eligible~~Mr. ~~Credit~~Goldman’s ~~Card~~restricted ~~Receivables,~~stock ~~Eligible~~award ~~Inventory and~~agreement, ~~under~~the ~~certain~~shares ~~circumstances,~~will ~~Eligible~~vest ~~Foreign~~June ~~In-Transit~~12, ~~Inventory and~~2026, insubject ~~the~~to ~~discretion~~his ofcontinued ~~the~~service ~~Agent,~~on ~~Eligible~~the ~~Receivables~~Board. ~~The~~Mr. ~~Credit~~Goldman’s ~~Agreement~~ongoing ~~continues~~annual tocompensation ~~provide~~will ~~for~~be ~~swingline~~consistent ~~loans~~with ofthat upprovided to ~~$5.0~~the ~~million~~Company’s ~~and~~other ~~the~~non-employee ~~issuance~~directors, ofas ~~standby~~described orin ~~commercial~~the ~~letters~~Company’s ofmost ~~credit~~recent ofproxy upstatement tofiled ~~$5.0~~with ~~million~~the SEC.

~~Revolving~~The ~~advances~~Company ~~under~~is ~~the~~not ~~Credit~~aware ~~Agreement~~of ~~will~~any ~~continue~~transactions, toproposed betransactions ~~secured~~or ~~(subject~~series ~~to permitted liens and certain other exceptions) by a first priority lien on substantially all~~ of ~~the~~either ~~personal~~to ~~property~~which of the Company ~~and~~or ~~all~~any of its ~~U.S.~~subsidiaries ~~and~~was ~~Canadian~~or ~~subsidiaries,~~is ~~including~~to ~~certain~~be ~~receivables~~a ~~(including~~party, ~~receivables~~in ~~from~~which the ~~sale~~amount ~~inventory~~involved ~~and~~exceeds ~~credit~~$120,000 ~~card~~and ~~receivables~~in ~~but~~which ~~excluding~~Mr. ~~certain~~Goldman ~~franchise receivables)~~had, ~~equipment~~or ~~and~~will ~~fixtures~~have, ~~intellectual~~a ~~property,~~direct ~~inventory~~or ~~and~~indirect ~~equity~~material ~~interests held by the Borrowers and the Guarantors in their respective domestic and foreign subsidiaries~~interest.

~~Borrowings~~Item under the Credit Agreement continue to bear interest by reference to, at the Borrower’s option, either (a) a base rate determined under the Credit Agreement, or (b) at a rate based on a secured overnight financing rate (“SOFR”) reference rate, plus in either case a margin based on average undrawn availability as determined in accordance with the Credit Agreement, but the Third Amendment reduced such rates8.01 Other ~~The Third Amendment reduced the facility fee percentage on undrawn commitments under the Credit Agreement from 0~~Events.~~25% to 0.20%.~~

2 On February 10, 2026, the Company issued a press release announcing the appointment of Mr. Goldman 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.

The Third Amendment extended maturity date of the Credit Agreement to December 31, 2030 (unless terminated earlier in accordance with the terms thereof).

The Credit Agreement continues to require the Company to comply with one financial covenant, requiring the Company to 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 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 Credit Agreement and (2) the borrowing base from time to time under the Credit Agreement. The Credit Agreement continues to contain various information and reporting requirements, which may be reduced under certain circumstances.

The Credit Agreement continues to contain 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 continues to contain 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.

At the closing date of the Third Amendment, the Borrowers had no outstanding borrowings under the Credit Agreement and the Company is currently in compliance with the Credit Agreement covenants.

Relationship to PNC

The Company has or may have had customary banking relationships with PNC based on the provision of a variety of financial services, including lending, commercial banking and other advisory services.

The foregoing description of the Third Amendment is only a summary of material terms and conditions of such document and is qualified in its entirety by reference to the Third Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. In addition, the Company has previously filed (i) the Original Credit Agreement as Exhibit 10.1 to its Current Report on Form 8-K, filed on August 31, 2020, (ii) the First Amendment as Exhibit 10.1 to its Current Report on Form 8-K, filed on December 22, 2021 and (iii) the Second Amendment as Exhibit 10.1 to its Current Report on Form 8-K, filed on November 23, 2022.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit	~~Description of Exhibit~~
10.1*		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.
99.1	Press Release, dated February 10, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

* Certain schedules and similar attachments have been omitted in reliance on Item 601(a)(5) of Regulation S-K. The Company will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the SEC or its staff upon request.

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: January 5, 2026	By:	/s/ Voin Todorovic
Date: February 10, 2026	By:	/s/ Voin Todorovic
	Name:	Voin Todorovic
		Name: Voin Todorovic
	Title:	Chief Financial Officer
		Title: Chief Financial Officer

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