Noodles & Co (NDLS) EVP surrenders 192 shares to cover RSU tax

Rhea-AI Filing Summary

NOODLES & Co executive handles tax withholding through share surrender

EVP - Technology Corey Kline surrendered 192 shares of Class A Common Stock on 2026-03-14 to cover required tax withholdings upon vesting of Restricted Stock Units. The shares were valued at $6.11 per share, based on the closing price that day.

After this tax-withholding disposition, Kline directly holds 10,536 shares of NOODLES & Co Class A Common Stock. This was not an open-market sale but a routine mechanism to satisfy tax obligations linked to equity compensation.

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^*

Kline Corey

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2026

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	03/14/2026		F		192(1)	D	$6.11	10,536	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 implemented (the "Reverse Stock Split"). All figures presented in this Form 4 reflect the Reverse Stock Split.

	/s/ Kathryn Lockhart, attorney in fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did NOODLES & Co EVP Corey Kline report in this Form 4 for NDLS?

Corey Kline reported surrendering 192 shares of Class A Common Stock to cover tax withholdings on vested Restricted Stock Units. This was a tax-withholding disposition, not an open-market trade, and is a routine aspect of equity-based compensation.

Was the NOODLES & Co NDLS Form 4 transaction a stock sale by Corey Kline?

No, the transaction was not an open-market sale. The 192 shares were surrendered back to the company to pay required tax withholdings upon RSU vesting, as described in the footnote, making it a standard administrative tax-settlement event.

At what price were Corey Kline’s surrendered NDLS shares valued?

The 192 surrendered shares were valued at $6.11 per share. The footnote explains this reflects the closing price of NOODLES & Co common stock on the surrender date, which is commonly used for calculating equity compensation tax obligations.

How many NOODLES & Co NDLS shares does Corey Kline hold after this filing?

Following the tax-withholding disposition, Corey Kline directly holds 10,536 shares of NOODLES & Co Class A Common Stock. This figure in the filing reflects his remaining direct ownership after 192 shares were surrendered to cover RSU-related tax liabilities.

What triggered the tax-withholding share surrender reported for NDLS?

The surrender was triggered by the vesting of Restricted Stock Units granted to Corey Kline. When those RSUs vested, a tax liability arose, and 192 shares were delivered back to NOODLES & Co to satisfy required withholding obligations, according to the filing footnote.

What is Corey Kline’s role at NOODLES & Co related to this NDLS Form 4?

Corey Kline is the Executive Vice President – Technology at NOODLES & Co. The Form 4 reflects his personal equity compensation activity, specifically RSU vesting and related tax-withholding share surrender, rather than discretionary buying or selling on the open market.