Noodles & Company Announces Plans For 1-for-8 Reverse Stock Split Effective February 18, 2026

Rhea-AI Summary

Noodles & Company (Nasdaq: NDLS) will effect a 1-for-8 reverse stock split of its Class A common stock effective February 18, 2026 at 12:01 a.m. ET. The split is intended to bring the company into compliance with Nasdaq's $1.00 minimum bid price requirement. Stockholders approved a reverse split range on February 4, 2026, with over 96% voting in favor; the board set the 1-for-8 ratio. Outstanding equity awards and plan shares will be adjusted proportionally; no fractional-share cash payments will be made.

Positive

• Aims to restore compliance with Nasdaq’s $1.00 minimum bid requirement
• Special meeting approval: over 96% of votes cast in favor
• Proportional adjustments to outstanding equity awards to preserve award economics

Negative

• Share consolidation at a 1-for-8 ratio reduces outstanding share count
• No cash payments for fractional shares; fractions will be rounded up at participant level
• Change creates new CUSIP (65540B303) which may affect trading procedures

Market Reaction

-6.26% $0.60

15m delay 8 alerts

-6.26% Since News

$0.60 Last Price

$0.58 $0.66 Day Range

-$2M Valuation Impact

$30M Market Cap

0.9x Rel. Volume

Following this news, NDLS has declined 6.26%, reflecting a notable negative market reaction. Our momentum scanner has triggered 8 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $0.60. This price movement has removed approximately $2M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Reverse split ratio: 1-for-8 Par value: $0.01 per share Effective date: February 18, 2026 +5 more

8 metrics

Reverse split ratio 1-for-8 Approved reverse stock split of Class A common stock

Par value $0.01 per share Par value of Class A common stock

Effective date February 18, 2026 Reverse stock split effective date and start of split-adjusted trading

Minimum bid requirement $1.00 Nasdaq minimum bid price target for continued listing

Authorized ratio range 1-for-2 to 1-for-15 Stockholder-approved reverse split ratio range

Votes in favor Over 96% Percentage of votes approving reverse split proposal

New CUSIP 65540B303 CUSIP for post-split common stock

Restaurant count More than 400 Number of Noodles & Company restaurants mentioned in company description

Market Reality Check

Price: $0.6452 Vol: Volume 142,479 is 0.57x t...

low vol

$0.6452 Last Close

Volume Volume 142,479 is 0.57x the 20-day average of 251,459, indicating subdued trading ahead of the split. low

Technical Price at 0.6452 trades below the 200-day MA of 0.77 and sits 62.92% below the 52-week high of 1.74, closer to the 52-week low of 0.55.

Peers on Argus

NDLS fell 2.94% while key restaurant peers like YOSH (+20.42%), FAT (+9.49%), FA...

NDLS fell 2.94% while key restaurant peers like YOSH (+20.42%), FAT (+9.49%), FATBB (+38.61%) and BDL (+1.25%) were up or flat, pointing to a stock-specific reaction rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 14 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	Product promotion	Positive	+3.6%	Return of fan-favorite Steak Stroganoff and related marketing campaign.
Jan 12	Preliminary earnings	Positive	+14.6%	Q4 2025 preliminary results with solid comparable sales growth metrics.
Dec 03	Activist stake	Positive	+18.4%	Galloway Capital discloses 6.01% stake and value-enhancement proposals.
Dec 01	Seasonal promotion	Positive	+2.6%	Launch of Holiday Crispy with SNICKERS® and rewards program emphasis.
Nov 05	Quarterly results	Negative	-3.5%	Q3 2025 revenue decline and net loss despite better EBITDA and margins.

Pattern Detected

Recent news—including promotions, activist involvement, and sales updates—has generally led to aligned price moves, with positive announcements followed by positive returns and weaker earnings coinciding with declines.

Recent Company History

Over the past few months, NDLS has reported mixed fundamentals alongside active strategic developments. Q3 2025 results on Nov 5, 2025 showed slightly lower revenue and a net loss but improving adjusted EBITDA and margins. Subsequent promotional campaigns in Dec 2025 and Jan 2026 (holiday offerings and the return of Steak Stroganoff) coincided with modest share gains. An activist’s 6.01% stake disclosed on Dec 3, 2025 produced a stronger positive reaction. Against this backdrop, the reverse stock split reflects continued attention to capital structure and listing compliance.

Market Pulse Summary

The stock is down -6.3% following this news. A negative reaction despite the procedural nature of a ...

Analysis

The stock is down -6.3% following this news. A negative reaction despite the procedural nature of a reverse split would fit a market focus on NDLS’s low pre-split share price and prior fundamental challenges. Shares recently traded 62.92% below the 1.74 52-week high and close to the 0.55 low, while Q3 2025 results included a net loss even as adjusted EBITDA improved. The split’s goal of restoring Nasdaq $1.00 compliance does not by itself change leverage, unit closures, or the outcome of the strategic review.

Key Terms

reverse stock split, par value, nasdaq global select market, cusip, +3 more

7 terms

reverse stock split financial

"plans to effect a 1-for-8 reverse stock split ("Reverse Stock Split") of its Class A"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

par value financial

"Class A common stock, par value $0.01 per share ("Common Stock"), that is expected"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

nasdaq global select market regulatory

"Common Stock will continue to trade on The Nasdaq Global Select Market (“Nasdaq”)"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

cusip technical

"The new CUSIP number for the Common Stock following the Reverse Stock Split will be"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

fractional shares financial

"No fractional shares will be issued in connection with the Reverse Stock Split."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

transfer agent financial

"The Company’s transfer agent, Equiniti, will serve as exchange agent for the"

A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.

street name financial

"Common Stock held in “street name” through a bank, broker or other nominee, fractional"

A "street name" is a way that stocks or other financial assets are registered under a broker's name rather than directly in an individual investor's name. This allows for easier buying, selling, and transferring of the assets, much like how a library might hold books on behalf of many readers. For investors, using a street name simplifies transactions and helps maintain privacy, but it also means the broker is the official record holder of ownership.

AI-generated analysis. Not financial advice.

BROOMFIELD, Colo., Feb. 04, 2026 (GLOBE NEWSWIRE) -- Noodles & Company (Nasdaq: NDLS) announced today that it plans to effect a 1-for-8 reverse stock split ("Reverse Stock Split") of its Class A common stock, par value $0.01 per share ("Common Stock"), that is expected to become effective on February 18, 2026 at 12:01 a.m.. Eastern Time.

Noodles’ Common Stock will continue to trade on The Nasdaq Global Select Market (“Nasdaq”) under the existing symbol “NDLS” and is expected to begin trading on a split-adjusted basis when the market opens on February 18, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 65540B303.

The Reverse Stock Split is being implemented with the goal of bringing the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq.

At the Company’s Special Meeting of Stockholders held on February 4, 2026, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-2 to 1-for-15. Of the votes cast, over 96% were in favor of approval. The Company’s board of directors then approved a 1-for-8 reverse split ratio and the Company plans to file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective February 18, 2026.

The 1-for-8 reverse stock split will automatically combine and convert 8 current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, and to the number of shares issued and issuable under the Company's stock incentive plans. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. With respect to outstanding Common Stock held in “street name” through a bank, broker or other nominee, fractional shares will be rounded up at the participant level. Cash will not be paid for fractional shares.

The Company’s transfer agent, Equiniti, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding shares of the Common Stock in “street name,” subject to such bank, broker or other nominee’s particular processes. Record stockholders holding shares of the Common Stock in certificated form will be sent a transmittal letter by the exchange agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender such stockholder’s certificate(s) representing shares of the Common Stock to the exchange agent.

About Noodles & Company

Noodles & Company has known noodles since 1995. For 30 years, the brand has brought people together over craveable classics and globally inspired flavors, from indulgent Creamy Mac & Cheese to bold Japanese Pan Noodles. With more than 400 restaurants and a team of passionate noodle lovers, Noodles is built on flavor, comfort, and a people-first culture. To learn more and to find the location nearest you, visit www.noodles.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties such as the Company’s plans to implement the Reverse Stock Split and its ability to regain compliance with Nasdaq’s continued listing requirements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on currently available operating, financial and competitive information. Examples of forward-looking statements include all matters that are not historical facts, such as statements regarding expectations with respect to our business strategy and plans to deliver financial results. Our actual results may differ materially from those anticipated in these forward-looking statements due to reasons including, but not limited to, the Company’s ability to implement the Reverse Stock Split and the potential effects thereof; the Company’s ability to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other requirements for continued listing on the Nasdaq Global Select Market; the impact of any delisting of the Company’s common stock from The Nasdaq Global Select Market and the other risks set forth in the Company’s filings with the Securities and Exchange Commission. For additional information on these and other factors that could affect the Company’s forward-looking statements, see the Company’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC, included in our most recently filed Annual Report on Form 10-K, and, from time to time, in our subsequently filed Quarterly Reports on Form 10-Q. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as may be required by applicable law or regulation.

Contacts:

Investor Relations
investorrelations@noodles.com

Media
Danielle Moore
(720) 214-1971
press@noodles.com

FAQ

What is the effective date of Noodles & Company’s 1-for-8 reverse stock split (NDLS)?

The 1-for-8 reverse stock split becomes effective on February 18, 2026 at 12:01 a.m. ET. According to the company, NDLS shares will begin trading on a split-adjusted basis when markets open on February 18, 2026.

Why is Noodles & Company (NDLS) doing a 1-for-8 reverse stock split?

Noodles is implementing the reverse split to meet Nasdaq’s $1.00 minimum bid price requirement. According to the company, the action is intended to bring the stock into compliance with Nasdaq listing standards.

How will the NDLS reverse split affect fractional shares and cash payments?

No cash will be paid for fractional shares; fractional holdings will be rounded up to whole shares. According to the company, rounding occurs at the participant level for street-name holdings and registered holders receive rounding up.

Will Noodles & Company (NDLS) change its ticker or CUSIP after the reverse split?

NDLS will continue trading under the same ticker NDLS, but will have a new CUSIP: 65540B303. According to the company, trading will be on a split-adjusted basis starting February 18, 2026.

How will outstanding equity awards be treated in Noodles & Company’s 1-for-8 reverse split?

Outstanding equity awards and shares issued under incentive plans will be adjusted proportionally for the 1-for-8 split. According to the company, awards will be converted to reflect the reverse split ratio to preserve economic value.