BUILD-A-BEAR WORKSHOP INC Stock Compensation Disclosure

(12)	Stock Incentive Plans

 

In 2017, the Company adopted the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (the "2017 Plan").

 

On  April 14, 2020, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”). On  June 11, 2020, at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the 2020 Incentive Plan. On  April 11, 2023, the Board adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Restated 2020 Incentive Plan”). On  June 8, 2023, at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan, which is administered by the Compensation and Development Committee of the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based awards, and performance awards pursuant to the terms of the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan will terminate on  April 11, 2033, unless earlier terminated by the Board. The total number of shares of the Company’s common stock authorized for issuance under the Restated 2020 Incentive Plan increased by 800,000 to a maximum  of 1,800,000 since its inception as the 2020 Incentive Plan, subject to customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired company plan shares, plus shares that are subject to outstanding awards made under the 2017 Plan that on or after  April 14, 2020  may be forfeited, expire or be settled for cash.

 

For the years ended  January 31, 2026,   February 1, 2025 and February 3, 2024, Selling, general and administrative expense included stock-based compensation expense of $2.9 million, $2.2 million and $2.1 million, respectively. As of January 31, 2026, there was $5.0 million of total unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of 1.8 years. Future total shares available for options, non-vested stock and restricted stock grants were 750,030, 857,838 and 1,010,666 at the end of 2025, 2024 and 2023, respectively.

 

(a)

Stock Options

 

The following table is a summary of the balance and activity for the Plans related to stock options for the periods presented:

 

		Options
		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term				Aggregate Intrinsic Value (in millions)
Outstanding, February 3, 2024			12,375				17.84
Granted			-				-
Exercised			(12,375	)			17.84
Expired			-				-
Canceled or expired			-				-
Outstanding, February 1, 2025			-			$	-				-			$	-
Granted			-				-
Exercised			-				-
Expired			-				-
Canceled or expired			-				-
Outstanding, January 31, 2026			-			$	-				-			$	-
Options Exercisable as of:
January 31, 2026			-			$	-				-			$	-

 

There were no stock options granted during fiscal 2025, 2024 or 2023. The expense recorded related to options granted was determined using the Black-Scholes option pricing model and the provisions of SAB 107 and 110, which allow the use of a simplified method to estimate the expected term of “plain vanilla” options.

 

The total grant date fair value of options exercised in fiscal 2024 was $0.1 million and the total intrinsic value was $0.14 million. The Company generally issues new shares to satisfy option exercises. 

 

(b)

Restricted Stock

 

The Company granted restricted stock awards that typically vest over a one to three-year period. Recipients of time-based restricted stock awards have the right to vote and receive dividends as to all unvested shares, however, the receipt of such dividends is contingent on such time-based awards vesting. Recipients of performance-based restricted stock awards have the right to vote and receive dividends upon satisfaction of the performance criteria and certain of these awards’ dividend rights are also subject to time-based vesting. The following table is a summary of the balance and activity for the Plans related to unvested time-based and performance-based restricted stock granted as compensation to employees and directors for the periods presented:

 

		Time-Based Restricted Stock								Performance-Based Restricted Stock
		Shares				Weighted Average Grant Date Fair Value				Shares				Weighted Average Grant Date Fair Value
Outstanding, February 3, 2024			122,609			$	18.02				185,082			$	17.37
Granted			59,823				27.18				64,619				27.61
Vested			(81,561	)			15.87				(106,190	)			8.24
Adjusted for performance achievement											53,095				8.24
Canceled or expired			(3,333	)			24.75				(3,333	)			24.75
Outstanding, February 1, 2025			97,538				25.21				193,273			$	23.17
Granted			46,228				46.76				51,450				47.57
Vested			(59,386	)			24.23				(61,222	)			18.03
Adjusted for performance achievement											(11,572	)			18.03
Canceled or expired			(10,792	)			35.91				(15,264	)			30.97
Outstanding, January 31, 2026			73,588			$	37.97				156,665			$	32.82

 

In fiscal 2025, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2025, 2026, and 2027, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established cumulative consolidated EBITDA. Revenue will be measured by the Company's achievement of cumulative total revenue. The target number of shares awarded was 51,450 with a weighted average grant date fair value of $47.57 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

 

In fiscal 2024, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2024, 2025, and 2026, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established compound annual growth for consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting established compound annual growth rate targets for cumulative total revenue. The target number of shares awarded was 64,619 with a weighted average grant date fair value of $27.61 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

 

In fiscal 2023, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2023, 2024, and 2025, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established compound annual growth for consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting established compound annual growth rate targets for cumulative total revenue. The target number of shares awarded was 65,254 with a weighted average grant date fair value of $24.75 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

 

As of  January 31, 2026, the Company had recorded aggregate expense for the fiscal 2023, 2024, and 2025 three-year performance-based restricted stock awards of $1.5 million.

 

The vesting date fair value of shares that vested in fiscal 2025, 2024 and 2023 was $2.5 million, $2.2 million and $2.1 million, respectively.