Noodles & Co (NDLS) CFO covers tax bill with 544-share surrender

Rhea-AI Filing Summary

Hynes Michael reported disposition transactions in this Form 4 filing.

Noodles & Co Chief Financial Officer Michael Hynes surrendered 544 shares of Class A Common Stock on July 24, 2026 to cover required tax withholdings upon the vesting of Restricted Stock Units. The shares were valued at $15.36 per share, and he now directly holds 32,721 shares.

Insider Trade Summary

Net Seller: 544 shares

Net Sell 1 txn

Insider Hynes Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	544	$15.36	$8K

Holdings After Transaction: Class A Common Stock — 32,721 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares surrendered for taxes: 544 shares Valuation price per share: $15.36 Direct holdings after transaction: 32,721 shares

3 metrics

Shares surrendered for taxes 544 shares Class A Common Stock surrendered on July 24, 2026 to pay tax withholdings on vested RSUs

Valuation price per share $15.36 Per-share value of surrendered shares based on the closing price on the surrender date

Direct holdings after transaction 32,721 shares Class A Common Stock directly held by CFO Michael Hynes after the tax-withholding disposition

Key Terms

Restricted Stock Units, tax withholdings, closing price

3 terms

Restricted Stock Units financial

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

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

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

closing price financial

"valued based on the closing price of the common stock of the Issuer"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/27/2026 - 04:06 PM Accepted by SEC EDGAR 07/27/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What insider transaction did NDLS CFO Michael Hynes report?

Michael Hynes reported surrendering 544 shares of Noodles & Co Class A Common Stock on July 24, 2026 to cover required tax withholdings on vested Restricted Stock Units, leaving him with 32,721 directly held shares.

Was the NDLS CFO’s Form 4 transaction an open-market sale?

No. The Form 4 shows shares surrendered to Noodles & Co to pay tax withholdings upon vesting of Restricted Stock Units, not an open-market sale, with the disposition coded as a tax-withholding transaction (transaction code F).

At what price were the surrendered NDLS shares valued?

The 544 surrendered shares were valued at $15.36 per share, based on the closing price of Noodles & Co common stock on the July 24, 2026 surrender date, as specified in the footnote.

How many NDLS shares does CFO Michael Hynes hold after this transaction?

After the tax-withholding disposition, Michael Hynes directly holds 32,721 shares of Noodles & Co Class A Common Stock, according to the post-transaction ownership figure reported in the Form 4 filing data.

What is the purpose of the NDLS CFO’s share surrender reported on Form 4?

The purpose was to pay required tax withholdings triggered when Restricted Stock Units vested. Instead of paying cash, 544 shares were surrendered back to Noodles & Co, valued at the stock’s closing price on the surrender date.

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)
07/24/2026

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	07/24/2026		F		544(1)	D	$15.36	32,721	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:

	/s/ Kathryn Lockhart, attorney in fact	07/27/2026
	** 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)