NOODLES & COMPANY reports that Nantahala Capital Management, LLC and its principals beneficially own 553,746 shares of Class A Common Stock, representing 9.46% of the class as of March 31, 2026. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that Wilmot B. Harkey and Daniel Mack, as managing members, may be deemed beneficial owners of the same position.
The Schedule 13G/A amendment classifies the filers as an investment adviser/control persons and discloses that voting and dispositive power over the 553,746 shares is shared among the reporting persons.
Positive
None.
Negative
None.
Insights
Nantahala and two principals report a 9.46% beneficial stake in NOODLES & COMPANY.
The filing lists 553,746 shares beneficially owned as of March 31, 2026, held by funds and separately managed accounts under Nantahala's control. The reporting structure shows shared voting and dispositive power rather than sole control.
Implications depend on holder actions; this disclosure updates ownership transparency required under beneficial ownership rules. Subsequent filings would show any changes to percent ownership or voting arrangements.
Schedule 13G/A classifies the filer as an investment adviser and identifies control‑person reporting.
The amendment clarifies that Messrs. Harkey and Mack are filing as control persons with Nantahala under Rule 13d-1(b)(1)(ii)(E). The document specifies shared voting and dispositive power for the disclosed shares, consistent with adviser-managed holdings.
For governance effects, monitor any future 13D/A or Form 4 submissions that would indicate activist intent or direct insider transactions.
Key Figures
Filing type:Schedule 13G/AShares beneficially owned:553,746 sharesPercent of class:9.46%+3 more
6 metrics
Filing typeSchedule 13G/AAmendment No. 2
Shares beneficially owned553,746 sharesAs of March 31, 2026
Percent of class9.46%As of March 31, 2026
CUSIP65540B303Class A Common Stock identifier
Sole voting power0 SharesReported for Nantahala, Harkey, Mack
Shared voting power553,746 SharesReported for Nantahala, Harkey, Mack
Key Terms
beneficial owner, shared dispositive power, Schedule 13G/A, control person
4 terms
beneficial ownerregulatory
"As of March 31, 2026, Nantahala may be deemed to be the beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared power to dispose or to direct the disposition of: 553,746 Shares"
Schedule 13G/Aregulatory
"Item 1. Name of issuer: NOODLES & COMPANY ... Schedule 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
control personregulatory
"Each of Messrs. Harkey and Mack is filing this as a control person"
A control person is an individual or entity that can significantly influence a company’s decisions and direction through ownership, voting power, or contractual rights—think of them as the captain who can steer the ship. Investors care because a control person’s choices affect corporate strategy, board appointments, and transactions that can raise or lower a stock’s value, and they often carry additional legal responsibilities and disclosure requirements to protect other shareholders.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NOODLES & COMPANY
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
65540B303
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
65540B303
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
553,746.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
553,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
553,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.46 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
65540B303
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
553,746.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
553,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
553,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.46 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
65540B303
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
553,746.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
553,746.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
553,746.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.46 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NOODLES & COMPANY
(b)
Address of issuer's principal executive offices:
520 ZANG ST., SUITE D BROOMFIELD, COLORADO, 80021
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Class A Common Stock, $0.01 par value per share
(e)
CUSIP No.:
65540B303
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 553,746 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.46%
(2) Wilmot B. Harkey: 9.46%
(3) Daniel Mack: 9.46%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 553,746 Shares.
(2) Wilmot B. Harkey: 553,746 Shares.
(3) Daniel Mack: 553,746 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 553,746 Shares.
(2) Wilmot B. Harkey: 553,746 Shares.
(3) Daniel Mack: 553,746 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Nantahala Capital report in NOODLES & COMPANY (NDLS)?
Nantahala reports beneficial ownership of 553,746 shares, representing 9.46% of Class A Common Stock as of March 31, 2026. The shares are held by funds and separately managed accounts under Nantahala's control.
Who else is named on the Schedule 13G/A filing for NDLS?
The filing names Wilmot B. Harkey and Daniel Mack as managing members of Nantahala; each may be deemed beneficial owners of the 553,746 shares reported as of March 31, 2026.
What voting and disposition rights are disclosed in the NDLS filing?
The Schedule 13G/A discloses 0 sole voting or dispositive power and 553,746 shares of shared voting and shared dispositive power for Nantahala, Harkey, and Mack as of March 31, 2026.
Does this filing indicate activist intentions by Nantahala in NDLS?
The amendment classifies Nantahala as an investment adviser/control person and reports ownership; it does not state any activist intentions or plans. Further filings would be required to show any change in intent or strategy.
