8-K

Form 8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

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

Date of Report

November 19, 2025

BAB, Inc.

(Exact name of registrant as specified in its charter)

500 Lake Cook Road, Suite 475, Deerfield, IL 60015

(Address of principal executive offices) (Zip Code)

Issuer's telephone number (847) 948-7520

(Former name or former address, if changed since last report)

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

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:

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

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 1.01. Entry into a Material Definitive Agreement

The information included in item 3.03 below and Amendment No. 7 to Preferred Shares Rights Agreement filed as Exhibit Number 99.2 to this current report on Form 8-K is incorporated herein by reference**.**

Item 3.03 Material Modification to Rights of Security Holders.

On November 19, 2025 the Board of Directors approved Amendment No.7 to the Company’s Preferred Shares Rights Agreement dated as May 6, 2013. The amendment

revises the definition of “Final Expiration Date” to mean the sixteenth anniversary of the date of the Preferred Shares Rights Agreement.

Item 9.01 Financial Statements and Exhibits

The following is filed as an Exhibit to this current report on form 8-K:

Exhibit 99.2 Amendment No. 7 to Preferred Shares Rights Agreement

Exhibit 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.

BAB, Inc.

(Registrant)

By: /s/ Michael K Murtaugh

Michael K. Murtaugh, General Counsel and Secretary

Date: November 19, 2025

ex_890655.htm

Exhibit 99.2

AMENDMENT NO. 7 TO PREFERRED SHARES RIGHTS AGREEMENT

THIS AMENDMENT NO. 7 TO PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment”), dated as of November 19, 2025, is between BAB, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC (“EQ”), as successor to IST Shareholder Services as successor Rights Agent (“IST”).

WHEREAS, pursuant to Section 27 of the Preferred Shares Rights Agreement, the Company desires to amend the Preferred Shares Rights Agreement in order to revise the Final Expiration Date as set forth below;

NOW, THEREFORE, the Preferred Shares Rights Agreement is hereby amended as follows:

(y) “Final Expiration Date” means the sixteenth anniversary of the date of this Agreement.

The Company certifies that this Amendment complies with Section 27 of the Rights Agreement.

This Amendment shall be deemed effective as of November 19, 2025. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

This Amendment shall be deemed to be a contract made under the laws of the state of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be duly executed as of the date set forth above.