Noodles & Company (NDLS) CEO Receives 250K RSU Grant, Four-Year Vesting

Rhea-AI Filing Summary

Christina Joseph, who is listed as CEO, President and a Director of Noodles & Company (NDLS), reported an award of 250,000 restricted stock units (RSUs) on 08/31/2025. Each RSU represents one share of Class A common stock and was granted at a $0 price. Following the grant, Ms. Joseph beneficially owns 410,000 shares. The RSUs vest in four equal installments beginning on August 31, 2026. The Form 4 was signed on behalf of the reporting person by Kathryn Lockhart on 09/03/2025. The filing shows a standard insider equity award with a multi-year vesting schedule.

Insights

Corporate Governance Expert

TL;DR: CEO/director awarded 250,000 RSUs with four-year vesting, aligning executive compensation with shareholder value over time.

The grant of 250,000 RSUs to Christina Joseph, who serves as CEO, President and Director, is a common governance practice to tie executive pay to long-term equity performance. The award vests in four equal installments starting one year after grant, which typically supports retention and alignment with multi-year performance objectives. The report indicates post-grant beneficial ownership of 410,000 shares, demonstrating a significant equity stake by management.

Compensation & Incentives Analyst

TL;DR: Material-size equity award with scheduled vesting; impacts executive incentives but no cash cost disclosed in the filing.

This Form 4 documents a non-cash equity award of 250,000 RSUs at a $0 transaction price, meaning the grant is an award rather than a purchase. Vesting in four equal annual installments beginning August 31, 2026, indicates a typical retention-focused structure. The filing does not provide performance conditions or additional terms beyond vesting timing, so full economic impact and accounting treatment are not specified here.

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^*

Christina Joseph

(Last) (First) (Middle)

520 ZANG ST., UNIT 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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	08/31/2025		A		250,000(1)	A	$0	410,000	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. 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 installments beginning on August 31, 2026.

Remarks:

	/s/ Kathryn Lockhart, attorney in fact	09/03/2025
	** 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.