Noodles & Company (NDLS) launches wide-ranging review of strategic alternatives

Rhea-AI Filing Summary

Noodles & Company reported that its board has begun a formal review of strategic alternatives to explore ways to maximize shareholder value. The review may consider several options, including refinancing the company’s existing debt, refranchising some or all of its restaurants, selling all or part of the business, or pursuing other strategic or financial transactions.

The company disclosed this decision through a press release dated September 3, 2025, which is attached as an exhibit. The filing does not indicate that any specific transaction has been agreed to yet, only that a broad evaluation process is underway.

Insights

Equity & M&A analyst

Noodles & Company starts a formal review that could lead to refinancing, refranchising, or a business sale.

Noodles & Company disclosed that it has initiated a review of “strategic alternatives” aimed at maximizing shareholder value. The options under evaluation explicitly include refinancing existing indebtedness, refranchising or selling all or part of the business, and other potential strategic or financial transactions. This signals that the company and its board are open to a wide range of corporate actions, from balance sheet changes to possible asset or company-level transactions.

The announcement itself does not commit the company to any specific path or outcome, and no transaction terms, timelines, or counterparties are identified in the disclosure. Actual impact for shareholders will depend on whether the review results in a concrete deal such as a refinancing, refranchising program, or sale, and on the terms of any eventual transaction. Further details are expected to come, if and when any particular alternative advances to a definitive agreement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 3, 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 8.01. Other Events.

On September 3, 2025, Noodles & Company (the “Company”) issued a press release announcing that it has initiated a review of strategic alternatives in order to explore ways to maximize shareholder value, which will include a range of potential alternatives including refinancing of existing indebtedness, refranchising or sale of all or part of the business, and other strategic or financial transactions. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Noodles & Company Press Release dated September 3, 2025
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: September 3, 2025			By:			/s/ Mike Hynes
			Name:			Mike Hynes
			Title:			Chief Financial Officer

FAQ

What did Noodles & Company (NDLS) announce in this 8-K?

Noodles & Company announced that it has begun a formal review of strategic alternatives intended to explore ways to maximize shareholder value.

What strategic alternatives is Noodles & Company (NDLS) considering?

The company is considering a range of alternatives, including refinancing existing indebtedness, refranchising or selling all or part of the business, and other strategic or financial transactions.

Does this filing mean Noodles & Company (NDLS) is being sold?

The filing states that a sale of all or part of the business is one possible alternative under review, but it does not state that any sale or other transaction has been agreed to.

When did Noodles & Company start the strategic review?

Noodles & Company reported that on September 3, 2025 it issued a press release announcing the initiation of the strategic alternatives review.

Where can investors find more details on Noodles & Company’s review?

Additional details are in the company’s press release dated September 3, 2025, which is filed as Exhibit 99.1 and incorporated by reference.

Did Noodles & Company disclose any financial results in this filing?

No financial results are described; the filing focuses on the decision to initiate a strategic alternatives review and the related press release.