STOCK TITAN
  1. Home
  2. Sec-filings
  3. NDLS
  4. [Form 4] NOODLES & Co Insider Trading Activity

Noodles & Co (NASDAQ: NDLS) awards RSUs and withholds shares for taxes

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

Rhea-AI Filing Summary

Noodles & Co reported that Chief Accounting Officer Kathryn Rae Lockhart received an award of 4,735 Restricted Stock Units of Class A common stock on May 15, 2026. Each RSU represents one share and will vest in four equal annual installments beginning on May 15, 2027.

On the same date, 416 shares of Class A common stock were surrendered to the company at $12.59 per share to cover required tax withholdings tied to RSU vesting. Following these transactions, Lockhart directly owned 8,688 shares of Class A common stock.

Positive

  • None.

Negative

  • None.
Insider Lockhart Kathryn Rae
Role Chief Accounting Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock 416 $12.59 $5K
Grant/Award Class A Common Stock 4,735 $0.00 --
Holdings After Transaction: Class A Common Stock — 8,688 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.
RSUs granted 4,735 RSUs Award to Chief Accounting Officer on May 15, 2026
Shares surrendered for taxes 416 shares Used to pay tax withholdings on RSU vesting
Tax withholding share price $12.59 per share Closing price used to value surrendered shares
Post-transaction holdings 8,688 shares Direct Class A common stock after transactions
Holdings after RSU award entry 13,423 shares Total shown following the RSU award transaction
RSU vesting schedule 4 annual installments Beginning on May 15, 2027
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
"Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings"
vesting financial
"The RSU's vest in four equal annual installments beginning on May 15, 2027"
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"
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 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*
Lockhart Kathryn Rae
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting 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)
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 Stock05/15/2026F416(1)D$12.598,688D
Class A Common Stock05/15/2026A4,735(2)A$013,423D
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. 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 Lockhart05/19/2026
** 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 did Noodles & Co (NDLS) disclose about Kathryn Rae Lockhart’s equity grant?

Noodles & Co disclosed that Chief Accounting Officer Kathryn Rae Lockhart received 4,735 Restricted Stock Units of Class A common stock on May 15, 2026. Each RSU equals one share and vests in four equal annual installments starting May 15, 2027.

How many Noodles & Co RSUs were granted to the Chief Accounting Officer?

The Chief Accounting Officer was granted 4,735 RSUs of Noodles & Co Class A common stock. Each RSU represents one share, with vesting occurring in four equal annual installments beginning on May 15, 2027, subject to continued service and plan terms.

Why were 416 Noodles & Co shares surrendered in this Form 4 filing?

The filing shows 416 shares of Class A common stock were surrendered to Noodles & Co to pay required tax withholdings upon RSU vesting. These shares were valued using the stock’s closing price on the surrender date, a non-market, tax-related disposition.

What price was used for the Noodles & Co shares surrendered for taxes?

The 416 shares surrendered for tax withholdings were valued at $12.59 per share, based on Noodles & Co’s closing stock price on the surrender date. This valuation determined how many shares were needed to satisfy the tax obligation.

How many Noodles & Co shares does Kathryn Rae Lockhart hold after these transactions?

After the RSU-related transactions, Chief Accounting Officer Kathryn Rae Lockhart directly holds 8,688 shares of Noodles & Co Class A common stock. This figure reflects her position following both the RSU award accounting and the 416-share tax-withholding surrender.

When do the newly granted Noodles & Co RSUs start vesting?

The 4,735 RSUs granted to Kathryn Rae Lockhart begin vesting on May 15, 2027. Vesting occurs in four equal annual installments, meaning a quarter of the award becomes payable in shares each year over four years, assuming conditions are met.