Noodles & Co (NDLS) director granted 7,103 shares as annual equity fee

Rhea-AI Filing Summary

Schreiber Elisa reported acquisition or exercise transactions in this Form 4 filing.

NOODLES & Co director Elisa Schreiber received an equity grant of 7,103 shares of Class A Common Stock as part of her annual director compensation. The shares were issued at no cash cost per share, reflecting a grant or award rather than an open-market purchase.

According to the compensation arrangement, the director receives a portion of fees in the form of Restricted Stock Units valued using a notional price of $12.67 for this grant, which settle in common stock on the grant date. Following this award, Schreiber directly holds 22,184 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schreiber Elisa

Role null

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

Holdings After Transaction: Class A Common Stock — 22,184 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 7,103 shares Grant price per share: $0.00 per share Post-transaction holdings: 22,184 shares +1 more

4 metrics

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

Grant price per share $0.00 per share Reported transaction price for the stock grant

Post-transaction holdings 22,184 shares Director’s direct holdings after the grant

Notional grant valuation price $12.67 Notional price used to calculate RSU value for the grant

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

"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 →

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^*

Schreiber Elisa

(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	22,184	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 NDLS director Elisa Schreiber report in this Form 4 filing?

Director Elisa Schreiber reported receiving 7,103 shares of NOODLES & Co Class A Common Stock as an equity grant. The award reflects part of her annual director fee, paid in stock rather than cash, and increased her direct holdings to 22,184 shares.

Was the NDLS Form 4 transaction a stock purchase or a compensation grant?

The Form 4 shows a compensation grant, not an open-market stock purchase. Schreiber received 7,103 shares at a reported price of $0.00 per share as a grant or award tied to her director fees, rather than buying shares for cash in the market.

How is the size of Elisa Schreiber’s NDLS equity grant determined?

The grant size is based on director fees converted into equity using a notional price. For this award, Restricted Stock Units were valued at a notional price of $12.67, with RSUs equal to the fee amount and settling in common stock on the grant date.

How many NDLS shares does Elisa Schreiber hold after this Form 4 transaction?

After receiving the 7,103-share equity grant, Schreiber directly holds 22,184 shares of NOODLES & Co Class A Common Stock. This total reflects her position immediately following the reported transaction and provides context for the scale of the compensation award.

What role do Restricted Stock Units play in NDLS director compensation?

Restricted Stock Units form part of NDLS director compensation, replacing a portion of cash fees with equity. On an annual basis, RSUs equal in value to fees payable are granted using a notional price, then settle in common stock on the grant date for eligible directors.