Reverse split: Noodles & Company (NDLS) sets 1-for-8 ratio to address Nasdaq bid-price rule

Rhea-AI Filing Summary

Noodles & Company held a special stockholder meeting where investors approved an amendment to its charter allowing a reverse stock split of its Class A common stock at a ratio between 1-for-2 and 1-for-15. Stockholders cast 34,571,605 votes for the proposal, 1,027,834 against, and 273,645 abstentions.

Following this approval, the board chose a 1-for-8 reverse stock split. The company plans to file a charter amendment on or about February 12, 2026 so the split becomes effective at 12:01 a.m. Eastern Time on February 18, 2026. The stated goal is to help the shares meet Nasdaq’s $1.00 minimum bid price requirement and maintain listing after receiving an extension from a Nasdaq Hearing Panel.

Positive

• None.

Negative

• Nasdaq bid-price noncompliance and delisting risk: The company previously failed to meet Nasdaq’s $1.00 minimum bid price requirement and is operating under an exception granted by a Nasdaq Hearing Panel, highlighting ongoing listing-compliance risk despite the planned 1-for-8 reverse stock split.

Insights

Equity & Listings Analyst

Noodles & Company is executing a 1-for-8 reverse split to address Nasdaq bid-price noncompliance.

Noodles & Company obtained shareholder approval to amend its charter and enable a reverse split in a 1-for-2 to 1-for-15 range, with 34.6 million votes in favor. The board has selected a 1-for-8 ratio, with effectiveness targeted for February 18, 2026.

The company states that the reverse split is being implemented to address Nasdaq’s $1.00 minimum bid price requirement after receiving an extension from a Nasdaq Hearing Panel. Prior Nasdaq notices highlighted noncompliance with this requirement, which can ultimately lead to delisting if unresolved.

The company must now complete the charter amendment, implement the reverse split on the stated effective date, and meet the terms of the Panel’s exception to maintain its Nasdaq Global Select Market listing. Actual outcomes will depend on post-split trading prices and continued adherence to Nasdaq’s listing standards.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 4, 2026

NOODLES & COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-35987

84-1303469

(State or Other Jurisdiction of

(Commission File Number)

(I.R.S. Employer

Incorporation)

Identification No.)

520 Zang Street, Suite D

Broomfield,

CO

80021

(Address of principal executive offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 214-1900

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:

☐ 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))

☐ 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
Class A common stock			NDLS			Nasdaq Global Select Market

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 5.07. Submission of Matters to a Vote of Security Holders.

Noodles & Company (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on February 4, 2026 as described in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, filed with the Securities and Exchange Commission on December 22, 2025 (as supplemented, the “Special Meeting Proxy Statement”). As of December 19, 2025, the record date for the Special Meeting (the “Record Date”), the Company had 46,817,945 shares of Class A common stock (“Common Stock”) outstanding and entitled to vote. There are currently no shares of Class B common stock outstanding. Holders of our Common Stock and Class B common stock are entitled to one vote for each share held as of the Record Date.

At the Special Meeting, stockholders voted in favor of a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split of the Common Stock by a ratio in a range of 1-for-2 to 1-for-15, with such ratio to be determined in the discretion of the board of directors of the Company (the “Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting (such proposal, the “Reverse Split Proposal”).

The final voting results on the Reverse Split Proposal were as follows:

Votes For			Votes Against			Abstentions			Broker Non-Votes
34,571,605			1,027,834			273,645			—

Item 8.01. Other Events.

On February 4, 2026, the Company issued a press release announcing that the Board approved the implementation of a reverse stock split of its Common Stock at a ratio of 1-for-8 (the “Reverse Stock Split”). The Company intends to file a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on or about February 12, 2026 to effect the Reverse Stock Split at 12:01 a.m. Eastern Time on February 18, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 the listing of its Common Stock on the Nasdaq Global Select Market (the “Minimum Bid Price Requirement”).

As previously disclosed, on June 24, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the Minimum Bid Price Requirement and that it had a compliance period ending on December 22, 2025 to regain compliance. As the Company did not regain compliance by December 22, 2025, the Company requested a hearing before a Nasdaq Hearing Panel (“Panel”) to extend its compliance period, which request stayed any further suspension or delisting action by Nasdaq, pending the ultimate conclusion of the hearing process. On December 22, 2025, the Company filed the Special Meeting Proxy Statement seeking stockholder approval of the Reverse Stock Split Proposal to allow the Board to implement a Reverse Stock Split as appropriate to address the Minimum Bid Price Requirement.

On January 27, 2026, the Panel notified the Company that it had granted the Company’s request for additional time to complete the steps intended to cause it to regain compliance with the Minimum Bid Price Requirement (the “Exception”). Pursuant to the Exception, the Company is required to provide the Panel with prompt notification of any significant events that occur, including any event that may impact the Company’s ability to satisfy the terms of the Exception.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict, including statements regarding the Company’s plans to implement the Reverse Stock Split and ability to regain and maintain compliance with Nasdaq’s continued listing requirements, including within the Exception provided by the Panel. 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. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements, including, without limitation, due to risks related to the Company’s ability to implement the Reverse Stock Split, the Company’s ability to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other listing requirement of The Nasdaq Global Select Market, the impact of any delisting of the 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. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this Current Report on Form 8-K, except as may be required by applicable law or regulation.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Noodles & Company Press Release dated February 4, 2026
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

						Noodles & Company
DATE: February 4, 2026			By:			/s/ MIKE HYNES
			Name:			Mike Hynes
			Title:			Chief Financial Officer

FAQ

What did Noodles & Company (NDLS) stockholders approve at the special meeting?

Stockholders approved an amendment to Noodles & Company’s charter authorizing a reverse stock split of its common stock in a range of 1-for-2 to 1-for-15. This authorization gives the board flexibility to pick the exact ratio and timing within one year after the special meeting.

What reverse stock split ratio did Noodles & Company (NDLS) decide to implement?

The board approved a 1-for-8 reverse stock split of Noodles & Company’s common stock. Every eight existing shares will be combined into one share, subject to the charter amendment being filed and the split becoming effective on the stated implementation date in February 2026.

When will the Noodles & Company (NDLS) reverse stock split take effect?

Noodles & Company plans to file a charter amendment on or about February 12, 2026, with the 1-for-8 reverse stock split becoming effective at 12:01 a.m. Eastern Time on February 18, 2026. The timing is designed to support efforts to satisfy Nasdaq listing requirements.

Why is Noodles & Company (NDLS) implementing a reverse stock split?

The company is implementing the reverse stock split to help its shares meet Nasdaq’s $1.00 minimum bid price requirement. This step follows an earlier Nasdaq notification of noncompliance and an extension from a Nasdaq Hearing Panel to regain continued listing compliance on the Nasdaq Global Select Market.

What were the voting results on the Noodles & Company (NDLS) reverse split proposal?

For the reverse stock split proposal, stockholders cast 34,571,605 votes in favor, 1,027,834 votes against, and 273,645 abstentions. These results provided the necessary approval to amend the charter and authorize the board to implement a reverse stock split within the approved ratio range.

How many Noodles & Company (NDLS) shares were entitled to vote at the special meeting?

As of the December 19, 2025 record date, Noodles & Company had 46,817,945 shares of Class A common stock outstanding and entitled to vote. Each share of common stock carried one vote, and there were no shares of Class B common stock outstanding at that time.