Noodles & Company (NASDAQ: NDLS) amends proxy for Feb 4, 2026 vote

Rhea-AI Filing Summary

Noodles & Company amended its previously filed proxy statement for the upcoming February 4, 2026 special stockholder meeting. The company has engaged Alliance Advisors, LLC as a proxy solicitor to help gather votes on the proposal described in the original proxy and expects to pay approximately $13,700, plus expenses, for these services. The amendment also corrects the number of shares outstanding as of the record date from 46,783,626 to 46,817,945, updating the share count used for voting purposes.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  ý                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12

Noodles & Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
ý						No fee required
¨						Fee paid previously with preliminary materials
¨						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

EXPLANATORY NOTE

Noodles & Company (the “Company”) is hereby amending its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2025 (the “Proxy Statement”) to disclose that the Company has engaged a proxy solicitor, Alliance Advisors, LLC, for the purpose of assisting the Company in obtaining proxies for the proposal set forth in the Proxy Statement relating to the February 4, 2026 Special Meeting of the Company’s stockholders. The Company expects that it will incur fees of approximately $13,700, plus expenses, for such services. In addition, the Proxy Statement is also hereby amended to correct the number of shares outstanding as of the Record Date from 46,783,626 to 46,817,945.

FAQ

What change did Noodles & Company (NDLS) make to its proxy materials?

Noodles & Company amended its definitive proxy statement to disclose the hiring of a proxy solicitor and to correct the number of shares outstanding as of the record date.

Why did Noodles & Company (NDLS) hire Alliance Advisors, LLC?

The company engaged Alliance Advisors, LLC to assist in obtaining proxies for the proposal to be voted on at the February 4, 2026 special meeting of stockholders.

How much will Noodles & Company (NDLS) pay for proxy solicitation services?

Noodles & Company expects to incur fees of approximately $13,700, plus expenses, for the proxy solicitation services provided by Alliance Advisors, LLC.

What is the corrected number of Noodles & Company (NDLS) shares outstanding for the record date?

The amendment corrects the shares outstanding as of the record date from 46,783,626 to 46,817,945 shares for voting purposes.

What meeting is covered by this amended proxy for Noodles & Company (NDLS)?

The amendment relates to the special meeting of stockholders scheduled for February 4, 2026, where stockholders will vote on the proposal described in the original proxy statement.

Does the Noodles & Company (NDLS) amendment change the proposal itself?

The amendment describes the engagement of a proxy solicitor and corrects the share count; the proposal remains the one set forth in the original definitive proxy statement.