Noodles & Co (NDLS) director receives 7,103-share RSU fee grant

Rhea-AI Filing Summary

Taylor Shawn A reported acquisition or exercise transactions in this Form 4 filing.

Noodles & Co director Shawn A. Taylor received a grant of 7,103 shares of Class A common stock on May 15, 2026. The award represents director fees paid in the form of Restricted Stock Units, which settle in common stock on the grant date using a notional price of $12.67 per unit. Following this grant, Taylor directly holds 22,238 shares of Noodles & Co common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Taylor Shawn A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	7,103	$0.00	--

Holdings After Transaction: Class A Common Stock — 22,238 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 7,103 shares Price per share in transaction table: $0.00 per share Notional RSU price: $12.67 per unit +1 more

4 metrics

Shares granted 7,103 shares RSU-based grant on May 15, 2026

Price per share in transaction table $0.00 per share Equity award with no cash purchase price

Notional RSU price $12.67 per unit Used to calculate director fee value for this grant

Shares held after grant 22,238 shares Total direct holdings following the transaction

Key Terms

Restricted Stock Units, director fee, notional price

3 terms

Restricted Stock Units financial

"receives a portion of their director fee in the form of Restricted Stock Units ("RSU's")."

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 of Restricted Stock Units"

notional price financial

"calculated using a notional price of $12.67 for this grant"

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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^*

Taylor Shawn A

(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)

X	Director		10% 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)

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		A		7,103(1)	A	$0	22,238	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. 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 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 did Noodles & Co (NDLS) director Shawn A. Taylor report on this Form 4?

Director Shawn A. Taylor reported receiving 7,103 shares of Noodles & Co Class A common stock as a grant. These shares represent director fees paid in Restricted Stock Units that settled in stock on the grant date.

How many Noodles & Co shares does Shawn A. Taylor hold after this transaction?

After the grant, Shawn A. Taylor directly holds 22,238 shares of Noodles & Co Class A common stock. This total reflects the addition of 7,103 granted shares reported in the Form 4 filing for May 15, 2026.

Was the Noodles & Co Form 4 transaction a stock purchase or a compensation grant?

The Form 4 transaction is a compensation grant, not an open-market stock purchase. Taylor received 7,103 shares as a grant of Restricted Stock Units, representing director fees paid in equity rather than cash.

How are Noodles & Co director fees paid to Shawn A. Taylor according to this filing?

The filing explains that Shawn A. Taylor receives a portion of director fees as Restricted Stock Units. Each year, RSUs with a value equal to the fees payable are delivered, calculated using a notional price of $12.67 for this particular grant.

What is the notional price used for Shawn A. Taylor’s Noodles & Co RSU grant?

For this grant, the RSUs are calculated using a notional price of $12.67 per unit. This notional amount determines how many RSUs equal the director fees, and the RSUs then settle in common stock on the grant date.