Director at Noodles & Co (NDLS) surrenders 2,111 shares for RSU tax

Rhea-AI Filing Summary

Noodles & Co director Andrew H. Madsen reported a tax-related share disposition. On March 6, 2026, he surrendered 2,111 shares of Class A Common Stock at $5.99 per share to cover tax withholdings due upon vesting of Restricted Stock Units.

These shares were delivered back to the company rather than sold in the open market. After this transaction, Madsen directly holds 30,423 shares of Noodles & Co common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MADSEN ANDREW H

(Last) (First) (Middle)

520 ZANG ST., UNIT D

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOODLES & Co [ NDLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/06/2026		F		2,111(1)	D	$5.99	30,423	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of Restricted Stock Units. The shares surrendered were valued based on the closing price of the common stock of the Issuer on the date of surrender.

Remarks:

On February 18, 2026, a 1-for-8 reverse stock split of the Issuer's Class A common stock, par value $0.01 per share, was implement (the "Reverse Stock Split"). All figures presented in this Form 4 reflect the Reverse Stock Split.

	/s/ Kathryn Lockhart, attorney in fact	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Noodles & Co (NDLS) report for Andrew H. Madsen?

Noodles & Co director Andrew H. Madsen reported surrendering 2,111 shares of Class A Common Stock. The shares were used to pay tax withholdings due upon vesting of Restricted Stock Units, rather than being sold in the open market.

Was the NDLS insider transaction a market sale of shares?

No, the NDLS transaction was not a market sale. Andrew H. Madsen surrendered 2,111 shares back to Noodles & Co to satisfy required tax withholdings on vested Restricted Stock Units, so no open-market selling occurred in this filing.

At what price were the surrendered NDLS shares valued in this Form 4?

The 2,111 surrendered Noodles & Co shares were valued at $5.99 per share. The valuation was based on the closing price of the company’s common stock on the surrender date, as disclosed in the Form 4 footnote.

How many Noodles & Co (NDLS) shares does Andrew H. Madsen hold after this transaction?

After the tax-withholding disposition, Andrew H. Madsen directly holds 30,423 Noodles & Co Class A Common Stock shares. This figure reflects his position immediately following the surrender of 2,111 shares to cover RSU-related tax obligations.

Why did Noodles & Co director Andrew H. Madsen surrender NDLS shares?

He surrendered 2,111 NDLS shares to pay required tax withholdings on vested Restricted Stock Units. This type of F-code transaction is a common administrative method for settling tax liabilities tied to equity compensation awards.