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Noodles & Co (NDLS) director receives 10,655-share RSU-based fee grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

JONES JEFFREY W reported acquisition or exercise transactions in this Form 4 filing.

Noodles & Co director Jeffrey W. Jones received an equity grant of 10,655 shares of Class A Common Stock as part of his board compensation. The Form 4 shows this as a grant or award transaction with no cash price per share.

According to the footnote, Jones receives a portion of his director fees in Restricted Stock Units, which for this annual grant were valued using a notional price of $12.67. The RSUs settle in common stock on the grant date, bringing his direct holdings to 40,706 shares.

Positive

  • None.

Negative

  • None.
Insider JONES JEFFREY W
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 10,655 $0.00 --
Holdings After Transaction: Class A Common Stock — 40,706 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Shares granted 10,655 shares Director equity grant of Class A Common Stock
Total shares after grant 40,706 shares Direct holdings following the reported transaction
Notional valuation price $12.67 Notional price used to value this RSU-based fee grant
Grant transaction price $0.00 per share Form 4 transaction price per share for the award
Restricted Stock Units financial
"receives a portion of their director fee in the form of Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
director fee financial
"The Reporting Person is a director of the Issuer and receives a portion of their director fee in the form"
notional price financial
"fees payable, calculated using a notional price of $12.67 for this grant"
settle in common stock financial
"The RSU's settle in common stock on the date of grant"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
JONES JEFFREY W
(Last)(First)(Middle)
520 ZANG ST
SUITE D
(Street)
BROOMFIELD COLORADO 80021
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NOODLES & Co [ NDLS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/15/2026A10,655(1)A$040,706D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person is a director of the Issuer and receives a portion of their director fee in the form of Restricted Stock Units ("RSU's"). Pursuant to this arrangement, on an annual basis, RSU's with a value equal to the fees payable, calculated using a notional price of $12.67 for this grant, are delivered to each eligible director. The RSU's settle in common stock on the date of grant.
Remarks:
/s/ Kathryn Lockhart, attorney in fact05/19/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Noodles & Co (NDLS) report for Jeffrey W. Jones?

Noodles & Co reported that director Jeffrey W. Jones received a grant of 10,655 shares of Class A Common Stock. The award represents board compensation delivered through Restricted Stock Units that settle in common stock on the grant date rather than a market purchase.

How many Noodles & Co (NDLS) shares did Jeffrey W. Jones receive and now hold?

Jeffrey W. Jones received 10,655 shares of Class A Common Stock in this grant. After the award, his direct holdings increased to 40,706 shares, as disclosed in the Form 4, reflecting his total direct ownership position following this compensation-related transaction.

Was the Noodles & Co (NDLS) Form 4 transaction an open-market purchase or a grant?

The Form 4 describes the transaction as a grant or award acquisition, not an open-market purchase. Jones received the 10,655 shares as part of his director compensation in the form of Restricted Stock Units that convert into common stock on the grant date.

How was the Noodles & Co (NDLS) director equity grant for Jeffrey W. Jones valued?

The footnote states that Restricted Stock Units for directors are valued using a notional price. For this annual grant to Jeffrey W. Jones, the RSUs were calculated using a notional price of $12.67, aligning the equity award’s value with the director fees payable.

What are Restricted Stock Units (RSUs) in the context of Noodles & Co (NDLS) board fees?

For Noodles & Co directors, a portion of board fees is paid in Restricted Stock Units. The RSUs are valued using a notional price, $12.67 for this grant, and they settle in common stock on the grant date, delivering shares instead of cash compensation.