Noodles & Co (NDLS) CAO surrenders 192 shares to cover RSU taxes

Rhea-AI Filing Summary

Noodles & Company Chief Accounting Officer Kathryn Rae Lockhart reported a small, routine share disposition tied to taxes on equity compensation. She surrendered 192 shares of Class A common stock at $6.11 per share to cover required tax withholdings upon vesting of restricted stock units. After this tax-withholding transaction, she directly holds 9,104 shares of Noodles & Company common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lockhart Kathryn Rae

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	192	$6.11	$1K

Holdings After Transaction: Class A Common Stock — 9,104 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Lockhart Kathryn Rae

(Last) (First) (Middle)

520 ZANG STREET, SUITE 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)
	Chief Accounting Officer

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	9,104	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	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.
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.

FAQ

What insider transaction did NDLS Chief Accounting Officer report on this Form 4?

Noodles & Company Chief Accounting Officer Kathryn Rae Lockhart reported surrendering 192 Class A common shares. The shares were used to pay required tax withholdings when her restricted stock units vested, and were valued at the stock’s $6.11 closing price on the surrender date.

Was the NDLS insider transaction a market sale of shares?

No, the NDLS transaction was a tax-withholding disposition, not an open-market sale. Shares were surrendered back to the company to satisfy tax obligations arising from restricted stock unit vesting, according to the footnote, rather than being sold on a public exchange.

How many NDLS shares did the insider surrender and at what price?

Kathryn Rae Lockhart surrendered 192 shares of Noodles & Company Class A common stock. The shares were valued using the issuer’s closing stock price of $6.11 on the surrender date, as disclosed in the footnote describing the tax-withholding transaction.

How many NDLS shares does the Chief Accounting Officer hold after this Form 4 transaction?

Following the tax-withholding disposition, Kathryn Rae Lockhart directly holds 9,104 shares of Noodles & Company common stock. This post-transaction holding amount is reported in the Form 4 and reflects her remaining equity position after surrendering 192 shares for taxes.

What does the Form 4 footnote reveal about the NDLS insider transaction?

The footnote explains that the 192 surrendered shares were used to pay required tax withholdings on vested restricted stock units. It states the shares were valued using Noodles & Company’s common stock closing price on the surrender date, clarifying this was a compensation-related, non-market transaction.