NDLS adopts change-in-control retention bonuses for key executives

Rhea-AI Filing Summary

Noodles & Company disclosed that its Board approved new retention bonus agreements for key executives that will only be paid if a defined Change in Control occurs as part of its ongoing review of strategic alternatives. The bonuses are designed to encourage executives to stay and support any potential transaction process.

Under the agreements, President and CEO Joseph Christina would receive a Retention Bonus equal to 100% of his current base salary, Chief Financial Officer Michael Hynes 75%, EVP, Technology Corey Kline 50%, and Chief Accounting Officer Kathy Lockhart 50%, if a Change in Control closes and specified employment conditions around the closing are met. The right to receive any Retention Bonus expires on December 31, 2026 if no Change in Control has occurred by then.

The company defines Change in Control through standard corporate triggers, including a major shift in Board composition, an acquisition of at least 50% of voting power, certain merger or consolidation outcomes, or a sale of all or substantially all assets. The company notes there is no assurance that any strategic transaction will result from its review or that any related benefits will be realized.

Insights

Corporate Governance and Compensation Analyst

Contingent change-in-control retention bonuses align key executives with ongoing strategic review outcomes.

The company approved retention bonus agreements for four executives, payable only if a qualifying Change in Control occurs by December 31, 2026 and specific service or termination conditions are met. The bonuses equal 100% of current base salary for the CEO, 75% for the CFO, and 50% for the EVP, Technology and Chief Accounting Officer, and are conditioned on cooperation, confidentiality, and continued support of the strategic alternatives process. A Change in Control is defined in detail, covering board turnover, acquisition of at least 50% of voting power, certain mergers, or a sale of substantially all assets.

This structure ties incremental compensation directly to a completed transaction and post-closing continuity or no-cause termination, which limits cost if no deal happens and reduces leadership flight risk during a strategic review. The disclosure excludes debt refinancing or capital raising that does not trigger a Change in Control, so the bonuses focus on true control-shifting events. The filing explicitly notes there is no assurance any strategic transaction will occur or deliver expected benefits.

Key items to watch are whether a Change in Control is announced before December 31, 2026, and how any eventual transaction aligns with the stated goal of maximizing stockholder value. The eventual Form 10-K will include the form of the letter agreements, which will provide more precise legal terms around covenants and conditions to payment. Until a qualifying transaction is identified, the economic impact of these bonuses remains contingent and limited to change-in-control scenarios.

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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): November 19, 2025

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 (see General Instruction A.2. below):

☐ 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 5.02(e). Compensatory Arrangements of Certain Officers.

On November 19, 2025, the Board of Directors (the “Board”) of Noodles & Company (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved the entry into retention bonus agreements with the Company’s executive officers, payable only upon a Change in Control (as defined below), not including any refinancing of the Company's debt or any other capital raising transaction that does not result in a Change of Control, all of which are being considered as part of the process of evaluating strategic alternatives. The agreements represent an incentive for continued service to the Company and support of the Company’s continued review of strategic alternatives to explore ways to maximize stockholder value (the “Retention Bonus”). Any Retention Bonus would be payable only upon completion of a Change in Control and if the executive either (i) remains employed by the Company for 90 days after closing or (ii) is terminated without cause within 30 days prior to or 90 days after closing.

Payment of the Retention Bonus is further conditioned upon the executive’s compliance with restrictive covenants, including confidentiality obligations, and the recipient’s good faith cooperation in the Company’s efforts leading to the consummation of a potential transaction resulting in a Change in Control. The right to any Retention Bonus will expire on December 31, 2026 if a Change in Control has not occurred on or prior to such date.

A “Change in Control” means: (i) during any 12-month period, the members of the Board (the “Incumbent Directors”) cease to constitute at least a majority of the Board, provided that any director elected or nominated by a majority of then Incumbent Directors will be considered an Incumbent Director, other than through an actual or threatened election or proxy contest; (ii) the acquisition or ownership by any individual, entity or group of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act) of 50% or more of the combined voting power of the Company’s then outstanding voting securities (other than an additional acquisition of the Company’s Class A Common Stock ("Common Stock") by any person that owns more than 10% of the Common Stock as of the date of the agreement); (iii) the merger, consolidation or other similar transaction of the Company, as a result of which the stockholders of the Company immediately prior thereto do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the voting securities of the merged, consolidated or other surviving company; or (iv) the sale of all or substantially all of the assets of the Company to a party or parties who are not, immediately prior to such sale, affiliates of the Company.

The Retention Bonus amounts are payable if the Change in Control occurs and other conditions to payment are met are as follows: (a) President and Chief Executive Officer, Joseph Christina, an amount equal to 100% of his current base salary; (b) Chief Financial Officer, Michael Hynes, an amount equal to 75% of his current base salary; (c) EVP, Technology, Corey Kline, an amount equal to 50% of his current base salary; and (d) Chief Accounting Officer, Kathy Lockhart, an amount equal to 50% of her current base salary.

There can be no assurance as to the availability, suitability, structure, terms, and timing of any strategic transaction resulting from the strategic review and whether any such transaction will be completed, the impact of any such strategic transaction on the Company or whether the strategic benefits of any such strategic transaction can be achieved.

The Retention Bonus terms are set forth in a letter agreement entered into with each executive listed above, the form of which will be filed with the Company’s Form 10-K for the fiscal year ending December 30, 2025.

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: November 21, 2025			By:			/s/ Mike Hynes
			Name:			Mike Hynes
			Title:			Chief Financial Officer

FAQ

What executive retention bonuses did Noodles & Company (NDLS) approve?

Noodles & Company approved retention bonus agreements for its President and CEO, CFO, EVP of Technology, and Chief Accounting Officer, payable only if a defined Change in Control occurs and employment and other conditions are met.

How much could NDLS executives receive under the new retention bonuses?

If a Change in Control occurs and conditions are satisfied, Joseph Christina may receive an amount equal to 100% of his current base salary, Michael Hynes 75%, and both Corey Kline and Kathy Lockhart 50% of their current base salaries.

When do the Noodles & Company retention bonus rights expire?

The right to any Retention Bonus expires on December 31, 2026 if a Change in Control of Noodles & Company has not occurred on or before that date.

How does Noodles & Company define a Change in Control for these bonuses?

A Change in Control includes, among other events, a Board turnover where Incumbent Directors cease to be a majority, an individual or group acquiring 50% or more of voting power, certain mergers or consolidations where existing stockholders own 50% or less of the survivor, or a sale of all or substantially all Company assets to non-affiliates.

Are routine financings treated as a Change in Control at Noodles & Company?

No. The company states that refinancings of its debt or other capital raising transactions that do not result in a Change in Control are not treated as a Change in Control for purposes of the Retention Bonus agreements.

Is Noodles & Company obligated to complete a strategic transaction for these bonuses to be paid?

No. The company notes there can be no assurance regarding the availability, structure, terms, timing, or completion of any strategic transaction, or the impact or strategic benefits of any such transaction.

Where will the full NDLS retention bonus agreements be available?

The company states that the form of the letter agreement for the Retention Bonuses will be filed with its Form 10-K for the fiscal year ending December 30, 2025.