Welcome to our dedicated page for Noodles & Co SEC filings (Ticker: NDLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Noodles & Company filings document the public-company records of a fast-casual restaurant operator with company-owned and franchised locations. Form 8-K reports furnish quarterly and annual operating results, comparable restaurant sales, restaurant contribution margin, adjusted EBITDA and business outlook disclosures, while also recording material events affecting securities and listing status.
Proxy materials and related filings cover stockholder voting matters, board governance, director elections, executive compensation and amendments to the company’s charter. The filing record also documents Class A common stock matters, including the approved 1-for-8 reverse stock split, related certificate amendment, and subsequent Nasdaq minimum-bid-price compliance disclosure.
Noodles & Company Chief Accounting Officer Kathryn Rae Lockhart reported a small, routine share disposition tied to taxes on equity compensation. She surrendered 192 shares of Class A common stock at $6.11 per share to cover required tax withholdings upon vesting of restricted stock units. After this tax-withholding transaction, she directly holds 9,104 shares of Noodles & Company common stock.
Noodles & Co director Andrew H. Madsen reported a tax-related share disposition. On March 6, 2026, he surrendered 2,111 shares of Class A Common Stock at $5.99 per share to cover tax withholdings due upon vesting of Restricted Stock Units.
These shares were delivered back to the company rather than sold in the open market. After this transaction, Madsen directly holds 30,423 shares of Noodles & Co common stock.
Noodles & Company reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Global Select Market. Nasdaq rules require a company’s common stock to maintain a closing bid price of at least $1.00 per share.
The company had previously received a deficiency notice on June 24, 2025, after its stock closed below $1.00 for 30 consecutive business days. On March 5, 2026, Nasdaq staff notified Noodles & Company that the closing bid price had been at or above $1.00 per share for 10 consecutive business days, restoring compliance and closing the matter.
Noodles & Co CEO and President Christina Joseph reported a small internal share transaction related to equity compensation taxes. On the reported date, she surrendered 1,483 shares of Class A common stock to the company to cover required tax withholdings upon vesting of restricted stock units, based on a share value of $5.34. After this tax-withholding disposition, she directly owns 49,767 shares of Noodles & Co Class A common stock.
Galloway Capital Partners and related entities have disclosed a significant stake in Noodles & Co., reporting beneficial ownership of 512,800 shares of common stock, or approximately 8.78% of the company as of February 23, 2026. The shares are held and managed by Galloway Capital Partners, LLC, with investment interests also from Galloway Capital, LP and Bruce Galloway, who may be deemed a beneficial owner through his control of the manager.
The group acquired 161,600 shares in open market purchases from December 2025 through February 2026 at an aggregate purchase price of approximately $5.75 per share, using investment capital. They state that the position is for investment purposes but indicate they may buy more, hold, or sell, and may consider proposals relating to performance, operations, management, governance, capital allocation, and strategy. The reporting persons have sent a letter to Noodles & Co. management outlining their views.
Noodles & Company is implementing a 1-for-8 reverse stock split of its Class A common stock, effective at 12:01 a.m. Eastern Time on February 18, 2026. The move is aimed at meeting the $1.00 minimum bid price required to maintain listing on the Nasdaq Global Select Market.
Every eight pre-split shares will automatically convert into one post-split share, with no change to par value. Fractional shares will not be issued; instead, holdings will be rounded up to the nearest whole share. Outstanding equity awards and share limits under the company’s equity plans will be proportionally adjusted.
The stock will continue trading under the symbol NDLS and will begin trading on a split-adjusted basis on February 18, 2026, with a new CUSIP number 65540B 303. The reverse split also proportionally reduces the number of shares covered by the company’s effective Form S-3 and Form S-8 registration statements under SEC Rule 416(b).
Noodles & Company held a special stockholder meeting where investors approved an amendment to its charter allowing a reverse stock split of its Class A common stock at a ratio between 1-for-2 and 1-for-15. Stockholders cast 34,571,605 votes for the proposal, 1,027,834 against, and 273,645 abstentions.
Following this approval, the board chose a 1-for-8 reverse stock split. The company plans to file a charter amendment on or about February 12, 2026 so the split becomes effective at 12:01 a.m. Eastern Time on February 18, 2026. The stated goal is to help the shares meet Nasdaq’s $1.00 minimum bid price requirement and maintain listing after receiving an extension from a Nasdaq Hearing Panel.
Noodles & Company amended its previously filed proxy statement for the upcoming February 4, 2026 special stockholder meeting. The company has engaged Alliance Advisors, LLC as a proxy solicitor to help gather votes on the proposal described in the original proxy and expects to pay approximately $13,700, plus expenses, for these services. The amendment also corrects the number of shares outstanding as of the record date from 46,783,626 to 46,817,945, updating the share count used for voting purposes.
Noodles & Company filed a current report to note that on January 12, 2026 it issued a press release disclosing sales results for its fiscal quarter ended December 30, 2025. The press release is attached as Exhibit 99.1, giving more detail on the company’s sales performance for that quarter.
The company states that the information in this report, including Exhibit 99.1, is being furnished rather than filed under the securities laws, which limits how it is treated for certain legal purposes.
Noodles & Company disclosed that its Board approved new retention bonus agreements for key executives that will only be paid if a defined Change in Control occurs as part of its ongoing review of strategic alternatives. The bonuses are designed to encourage executives to stay and support any potential transaction process.
Under the agreements, President and CEO Joseph Christina would receive a Retention Bonus equal to 100% of his current base salary, Chief Financial Officer Michael Hynes 75%, EVP, Technology Corey Kline 50%, and Chief Accounting Officer Kathy Lockhart 50%, if a Change in Control closes and specified employment conditions around the closing are met. The right to receive any Retention Bonus expires on December 31, 2026 if no Change in Control has occurred by then.
The company defines Change in Control through standard corporate triggers, including a major shift in Board composition, an acquisition of at least 50% of voting power, certain merger or consolidation outcomes, or a sale of all or substantially all assets. The company notes there is no assurance that any strategic transaction will result from its review or that any related benefits will be realized.