Noodles & Co (NDLS) director granted 7,103 shares as board compensation

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Noodles & Co director Britain Peakes received an equity grant as part of board compensation. The filing shows an award of 7,103 shares of Class A Common Stock at a stated price of $0.00 per share, characterized as a grant or other acquisition.

According to the footnote, the director receives a portion of their fees in Restricted Stock Units, which for this grant were valued using a notional price of $12.67 per unit and settle in common stock on the grant date. Following this award, Peakes holds 14,743 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Peakes Britain

Role null

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

Holdings After Transaction: Class A Common Stock — 14,743 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares granted: 7,103 shares Price per share: $0.00 per share Shares owned after grant: 14,743 shares +3 more

6 metrics

Shares granted 7,103 shares Class A Common Stock grant on May 15, 2026

Price per share $0.00 per share Reported transaction price for the grant

Shares owned after grant 14,743 shares Total direct holdings following transaction

Notional RSU price $12.67 Value used to calculate RSU grant size

Transaction code A (Grant, award, or other acquisition) Indicates compensation-related share acquisition

Transaction direction acquire Form 4 normalized transaction direction

Key Terms

Restricted Stock Units, Class A Common Stock, director fee, notional price

4 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.

Class A Common Stock financial

"security_title": "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.

director fee financial

"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"

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 08:29 PM

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^*

Peakes Britain

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/15/2026		A		7,103⁽¹⁾	A	$0	14,743	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Noodles & Co (NDLS) report for Britain Peakes?

Noodles & Co reported that director Britain Peakes received a grant of 7,103 shares of Class A Common Stock. The award is classified as a grant or other acquisition and is part of the director’s equity-based compensation arrangement, not an open-market stock purchase or sale.

How many Noodles & Co (NDLS) shares does Britain Peakes hold after this Form 4?

After the reported grant, Britain Peakes holds 14,743 shares of Noodles & Co Class A Common Stock directly. This total reflects the addition of 7,103 granted shares, as disclosed in the Form 4, and represents the director’s post-transaction ownership position reported in the filing.

Was the Noodles & Co (NDLS) insider transaction an open-market buy or a compensation grant?

The transaction was a compensation-related grant, not an open-market buy. The Form 4 lists code “A” for grant, award, or other acquisition, and the footnote explains that the director receives a portion of fees in Restricted Stock Units that settle in common stock on the grant date.

What is the role of Britain Peakes at Noodles & Co (NDLS)?

Britain Peakes is a director of Noodles & Co, according to the Form 4. The footnote indicates the director participates in a program where a portion of board fees is paid in Restricted Stock Units that convert into common shares, aligning compensation with equity ownership.

How are director fees structured for Noodles & Co (NDLS) in this Form 4?

The filing indicates that eligible directors receive part of their fees in Restricted Stock Units. Each year, RSUs with a value equal to the fees payable are granted, using a notional price of $12.67 for this grant, and the RSUs settle in common stock on the grant date.

What does the notional price of $12.67 mean in the Noodles & Co (NDLS) grant?

The notional price of $12.67 is used only to calculate how many Restricted Stock Units match the director fees owed. The footnote clarifies this price determines the RSU count for the grant; the RSUs then settle in common stock on the same date they are granted.