[Form 4] Noodles & Company Insider Trading Activity

Rhea-AI Filing Summary

Noodles & Co. (NDLS) Form 4 filing: On 07/24/2025, Chief Financial Officer Michael Hynes surrendered 4,323 Class A shares to the company (transaction code F) to satisfy tax-withholding obligations tied to the vesting of restricted stock units (RSUs). The shares were valued at $0.951 per share, implying an aggregate value of roughly $4,110. Following the share surrender, Hynes’ direct ownership stands at 171,917 shares.

The disposition represents about 2.5 % of his prior directly held stake and does not indicate an open-market sale for personal liquidity; Form 4 notes the transaction was solely for tax purposes.

Positive

• None.

Negative

• Insider share count decreased by 4,323 shares, though for tax purposes

Insights

Securities Analyst

TL;DR: Routine tax-withholding share surrender; neutral signal.

The filing shows a standard RSU-related transaction: CFO Hynes forfeited 4,323 shares at $0.951 to cover withholding taxes. Such “F” code events are administrative and normally hold minimal market impact. Post-transaction ownership of 171,917 shares suggests continued alignment with shareholders. Given the modest size (≈$4k) and absence of discretionary selling, I view the disclosure as neutral for valuation or sentiment.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hynes Michael

(Last) (First) (Middle)

520 ZANG STREET

D

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/24/2025		F		4,323(1)	D	$0.951	171,917	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	07/25/2025
	** 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.

FAQ

How many NDLS shares did the CFO surrender?

The filing reports a surrender of 4,323 Class A shares.

Why were the NDLS shares surrendered rather than sold on the market?

The shares were withheld by the issuer to cover taxes due on RSU vesting (transaction code F).

What price was used to value the surrendered NDLS shares?

The shares were valued at $0.951 per share, the closing price on 07/24/2025.

How many NDLS shares does CFO Michael Hynes now own?

After the transaction, he directly owns 171,917 shares.

Does this Form 4 indicate insider selling pressure at NDLS?

No. The event is an administrative tax-withholding action, not a discretionary open-market sale.