Noodles (NDLS) CFO receives 12,628 RSUs; 853 shares surrendered for taxes

Rhea-AI Filing Summary

Noodles & Company’s Chief Financial Officer Michael Hynes reported routine equity compensation activity. He received a grant of 12,628 shares of Class A common stock in the form of Restricted Stock Units at no purchase price, increasing his direct equity stake.

On the same date, 853 shares were surrendered back to the company at $12.59 per share to cover required tax withholdings tied to RSU vesting, a non–open-market disposition. After these transactions, Hynes directly holds 20,637 shares of Noodles & Company Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hynes Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	853	$12.59	$11K
Grant/Award	Class A Common Stock	12,628	$0.00	--

Holdings After Transaction: Class A Common Stock — 20,637 shares (Direct, null)

Footnotes (1)

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. Award of Restricted Stock Units ("RSU's"). Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSU's vest in four equal annual installments beginning on May 15, 2027.

Key Figures

RSU grant size: 12,628 shares Shares surrendered for taxes: 853 shares Tax valuation price: $12.59 per share +2 more

5 metrics

RSU grant size 12,628 shares Award of Restricted Stock Units to CFO on May 15, 2026

Shares surrendered for taxes 853 shares Surrendered to issuer for tax withholdings on RSU vesting

Tax valuation price $12.59 per share Closing price used to value surrendered shares

Shares held after transactions 20,637 shares Direct holdings of CFO following Form 4 transactions

RSU vesting schedule 4 equal annual installments Vesting begins on May 15, 2027

Key Terms

Restricted Stock Units, tax withholdings, surrendered, vesting, +1 more

5 terms

Restricted Stock Units financial

"Award of Restricted Stock Units ("RSU's"). Each RSU represents a right to receive one share"

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.

tax withholdings financial

"shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings"

surrendered financial

"Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings"

vesting financial

"due upon vesting of Restricted Stock Units. The shares surrendered were valued"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A common stock financial

"one share of Noodles & Company Class A common stock. The RSU's vest"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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^*

Hynes Michael

(Last) (First) (Middle)

520 ZANG STREET

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		F		853(1)	D	$12.59	20,637	D
Class A Common Stock	05/15/2026		A		12,628(2)	A	$0	33,265	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.

2. Award of Restricted Stock Units ("RSU's"). Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSU's vest in four equal annual installments beginning on May 15, 2027.

Remarks:

	/s/ Kathryn Lockhart, attorney in fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did NDLS CFO Michael Hynes report?

Michael Hynes reported a grant of 12,628 Restricted Stock Units and the surrender of 853 shares to cover tax withholdings. These actions are compensation-related and do not reflect open-market buying or selling of Noodles & Company stock.

How many NDLS shares does the CFO hold after this Form 4 filing?

After the reported transactions, Michael Hynes directly holds 20,637 shares of Noodles & Company Class A common stock. This figure reflects his position following the RSU grant and the share surrender for required tax withholdings.

Were any NDLS shares sold on the open market by the CFO?

No open-market sales were reported. The 853-share disposition was classified as a tax-withholding transaction, where shares were surrendered to the company to pay required tax obligations arising from Restricted Stock Unit vesting.

How do the granted RSUs for NDLS CFO vest over time?

The Restricted Stock Units vest in four equal annual installments beginning on May 15, 2027. Each vested RSU entitles Michael Hynes to receive one share of Noodles & Company Class A common stock as the installments occur over the four-year schedule.

What price was used for the NDLS shares surrendered for taxes?

The 853 shares surrendered for tax withholdings were valued at $12.59 per share. The value was based on the closing price of Noodles & Company common stock on the surrender date, as disclosed in the footnote to the Form 4 filing.

Does the NDLS CFO’s RSU grant require him to pay for the shares?

The RSU grant itself has a stated price of $0.00 per share, so Michael Hynes does not pay cash to receive the underlying shares. Tax obligations are addressed separately through share surrender, as shown by the 853 shares used for withholdings.