Every 8-K that Noodles & Company (NDLS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NDLS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NDLS filings page.
Noodles & Company reported second-quarter 2026 revenue of $127.0 million, up 0.5% year over year, with system-wide comparable restaurant sales up 10.3% (11.4% at company-owned units, 5.5% at franchise locations). Net loss narrowed to $4.0 million, or $0.67 per diluted share, from $17.6 million a year earlier. Operating margin improved to (1.2)%, and restaurant contribution margin expanded to 17.2% from 12.8%.
Adjusted EBITDA rose 79% to $10.8 million. As of June 30, 2026, the company held $1.3 million in cash, $105.4 million of debt, and $16.6 million available under its revolver. Management raised 2026 guidance to revenue of $485–$500 million, comparable restaurant sales growth of 8.0–11.0%, restaurant-level contribution margins of 16–17%, and Adjusted EBITDA of $34–$38 million, while planning one new franchise opening and 30–35 company-owned and five franchised closures.
The board’s strategic review of alternatives, including refinancing debt maturing in 2027 and potential refranchising or sale transactions, continues. Management highlighted seven consecutive quarters of positive comparable sales and company-owned third-quarter quarter-to-date comparable sales up approximately 10%.
Noodles & Company reported the results of its annual meeting of stockholders held on May 13, 2026. As of the March 18, 2026 record date, 5,888,223 shares of Class A common stock were outstanding and entitled to vote, with no Class B shares outstanding.
Shareholders re-elected Joseph Christina and elected Thomas Lynch as Class I directors. They also approved, on an advisory non-binding basis, the compensation of named executive officers and ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 29, 2026.
Noodles & Company reported first quarter 2026 results showing stronger operations but continued losses. Total revenue was steady at $123.8 million, while system-wide comparable restaurant sales rose 9.1%, including 9.4% growth at company-owned restaurants and 8.0% at franchise locations.
Net loss narrowed to $3.4 million, or $0.58 per diluted share, compared with a $9.1 million loss, or $1.58 per share, a year earlier. Operating margin improved to (0.7)% from (5.2)%, restaurant contribution margin increased to 14.9%, and adjusted EBITDA rose to $7.7 million, up 218%.
As of March 31, 2026, the company had $1.4 million in cash, $106.8 million of outstanding debt, and $15.2 million available under its revolver. Management raised full-year 2026 guidance for revenue, restaurant-level margins, and adjusted EBITDA and noted that the previously announced strategic alternatives review remains in process.
Noodles & Company reported upcoming changes to its Board of Directors. On March 24, 2026, directors Robert Hartnett and Mary Egan, both Class I members, notified the board they will not stand for re-election at the 2026 Annual Meeting of Stockholders and will serve until that meeting. The company stated their decisions were not due to any disagreement with management, the board, or the company’s operations, policies, or practices. In connection with these voluntary departures, the board voted to reduce its size from nine members to seven effective as of the Annual Meeting, which it believes better matches the company’s current size and complexity. To rebalance the three board classes, the board nominated Mr. Lynch to be elected as a Class I director at the Annual Meeting and he agreed to resign as a Class III director if elected.
Noodles & Company reported fourth quarter and full year 2025 results and issued a 2026 outlook. Fourth quarter 2025 revenue was $122.8 million, up modestly from $121.8 million, with system-wide comparable restaurant sales up 6.6%. The quarter’s net loss narrowed to $6.8 million, or $1.16 per diluted share, while adjusted EBITDA rose to $7.6 million from $4.0 million. For 2025, revenue was $495.1 million with system-wide comparable sales up 4.1%, but net loss widened to $42.6 million and adjusted EBITDA slipped to $22.5 million. The company closed 33 company-owned restaurants and ended 2025 with 423 locations. As of December 30, 2025 it had $1.3 million in cash, $110.2 million in debt and a stockholders’ deficit of $45.3 million. For 2026, it targets revenue of $478–$493 million, comparable sales growth of 6–9% and adjusted EBITDA of $30–$35 million, alongside significant planned closures and lower capital spending. A 1-for-8 reverse stock split became effective on February 18, 2026.
Noodles & Company reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Global Select Market. Nasdaq rules require a company’s common stock to maintain a closing bid price of at least $1.00 per share.
The company had previously received a deficiency notice on June 24, 2025, after its stock closed below $1.00 for 30 consecutive business days. On March 5, 2026, Nasdaq staff notified Noodles & Company that the closing bid price had been at or above $1.00 per share for 10 consecutive business days, restoring compliance and closing the matter.
Noodles & Company is implementing a 1-for-8 reverse stock split of its Class A common stock, effective at 12:01 a.m. Eastern Time on February 18, 2026. The move is aimed at meeting the $1.00 minimum bid price required to maintain listing on the Nasdaq Global Select Market.
Every eight pre-split shares will automatically convert into one post-split share, with no change to par value. Fractional shares will not be issued; instead, holdings will be rounded up to the nearest whole share. Outstanding equity awards and share limits under the company’s equity plans will be proportionally adjusted.
The stock will continue trading under the symbol NDLS and will begin trading on a split-adjusted basis on February 18, 2026, with a new CUSIP number 65540B 303. The reverse split also proportionally reduces the number of shares covered by the company’s effective Form S-3 and Form S-8 registration statements under SEC Rule 416(b).
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.
Noodles & Company filed a current report to note that on January 12, 2026 it issued a press release disclosing sales results for its fiscal quarter ended December 30, 2025. The press release is attached as Exhibit 99.1, giving more detail on the company’s sales performance for that quarter.
The company states that the information in this report, including Exhibit 99.1, is being furnished rather than filed under the securities laws, which limits how it is treated for certain legal purposes.
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.
Noodles & Company announced that it furnished a press release detailing earnings and other financial results for the fiscal quarter ended September 30, 2025. Management reviewed these results on a conference call at 4:30 p.m. (EST) on November 5, 2025. The press release is included as Exhibit 99.1 to this report and is furnished, not filed, under the Exchange Act.
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.
Noodles & Company filed a current report stating that it issued a press release with earnings and other financial results for its fiscal quarter ended July 1, 2025. Management planned to review these results on a conference call at 4:30 p.m. EST on August 13, 2025.
The press release with the detailed financial information is included as Exhibit 99.1 to the report and is furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other SEC filings unless specifically referenced.
Noodles & Company (NDLS) has received a notification from Nasdaq on June 24, 2025, indicating non-compliance with the exchange's minimum bid price requirement. The company's stock has traded below the required $1.00 per share threshold for 30 consecutive business days.
Key compliance details:
- Company has 180 calendar days (until December 22, 2025) to regain compliance
- Must maintain $1.00+ closing bid price for minimum of 10 consecutive business days
- May be eligible for additional 180-day compliance period if transferred to Nasdaq Capital Market
- Company considering all options including potential reverse stock split
While the notice has no immediate effect on NDLS's listing status, failure to regain compliance could result in delisting from Nasdaq Global Select Market. Management is actively monitoring the situation but cannot guarantee successful resolution of the compliance issue.