Noodles & Co (NDLS) CEO surrenders 1,483 shares for RSU tax

Rhea-AI Filing Summary

Noodles & Co CEO and President Christina Joseph reported a small internal share transaction related to equity compensation taxes. On the reported date, she surrendered 1,483 shares of Class A common stock to the company to cover required tax withholdings upon vesting of restricted stock units, based on a share value of $5.34. After this tax-withholding disposition, she directly owns 49,767 shares of Noodles & Co Class A 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^*

Christina Joseph

(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
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		F		1,483(1)	D	$5.34	49,767	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 Class A 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	02/26/2026
	** 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).
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FAQ

What insider transaction did NDLS CEO Christina Joseph report on this Form 4?

Christina Joseph reported surrendering 1,483 NDLS shares to Noodles & Co to cover tax withholdings on vested restricted stock units. This was a tax-withholding disposition to the issuer, not an open-market purchase or sale of shares.

How many Noodles & Co (NDLS) shares were involved in the CEO’s tax-withholding transaction?

The transaction involved 1,483 shares of Class A common stock. These shares were surrendered back to Noodles & Co to satisfy required tax withholdings tied to the vesting of restricted stock units, using a reference price of $5.34 per share.

What price was used to value the NDLS shares surrendered by the CEO?

The surrendered shares were valued at $5.34 per share, based on the closing price of Noodles & Co Class A common stock on the surrender date. This valuation was used solely to calculate the tax-withholding amount for the vested restricted stock units.

How many NDLS shares does CEO Christina Joseph own after this Form 4 transaction?

After the tax-withholding disposition, Christina Joseph directly owns 49,767 shares of Noodles & Co Class A common stock. This figure reflects her direct holdings immediately following the surrender of 1,483 shares to cover equity award tax obligations.

Was the NDLS CEO’s Form 4 transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 1,483 shares were surrendered to Noodles & Co to pay required tax withholdings when restricted stock units vested, a common administrative step for equity compensation rather than a discretionary sale into the market.