BUILD-A-BEAR WORKSHOP INC 8-K

What Happened

• On February 10, 2026, Build-A-Bear Workshop, Inc. (BBW) increased its Board of Directors to seven members and appointed James A. Goldman as a Class I, independent director. His initial term expires at the Company’s 2026 Annual Meeting of Stockholders. The Company also filed a press release announcing the appointment (Exhibit 99.1).

Key Details

• Board size increased to seven members on February 10, 2026.
• James A. Goldman designated independent under NYSE and SEC rules; no arrangement or understanding with any other person regarding his election.
• Committee assignments: Audit Committee and Compensation and Human Capital Committee.
• Equity award: 556 shares of restricted stock under the Amended and Restated 2020 Omnibus Incentive Plan; shares vest on June 12, 2026, subject to continued board service.
• Ongoing annual pay will match other non-employee directors per the Company’s proxy disclosures.
• The Company reports no related-party transactions involving Mr. Goldman exceeding $120,000.

Why It Matters

• Board composition changes can affect governance and oversight; adding an independent director strengthens committee capacity (Audit; Compensation & Human Capital).
• The prorated restricted stock grant and committee roles signal the Company’s standard onboarding and compensation approach for new non-employee directors.
• For investors, this is a governance update—no operational or financial results were reported in this filing.