Filing Analysis
Noodles & Company issued an 8-K to announce the release of its financial results for the fiscal quarter ended June 30, 2026. The filing serves as a formal notice that earnings were disclosed via press release and accompanied by a scheduled conference call.
📋 Key Facts
- Earnings results for the fiscal quarter ended June 30, 2026, were released on July 24, 2026.
- Management held/scheduled a conference call to review results at 8:30 a.m. EST on July 24, 2026.
- The filing includes Exhibit 99.1 containing the full press release.
Noodles & Company reported the results of its 2026 Annual Meeting of Stockholders held on May 13, 2026. Shareholders elected two Class I directors, approved executive compensation on an advisory basis, and ratified the company's independent auditor.
🚩 Red Flags
- Two incumbent Class I directors did not stand for re-election, though the filing does not specify reasons for their departure.
📋 Key Facts
- Annual Meeting held on May 13, 2026, with 5,888,223 shares of Class A common stock outstanding as of the record date.
- Joseph Christina and Thomas Lynch were elected as Class I directors for three-year terms.
- Thomas Lynch resigned as a Class III director and was elected as a Class I director to rebalance the board's classified structure.
- The rebalancing was triggered by two incumbent Class I directors choosing not to stand for re-election.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 29, 2026.
- Executive compensation was approved with 3,126,675 votes in favor versus 17,294 against.
Noodles & Company reported its financial results for the first fiscal quarter ended March 31, 2026. The company issued a press release and held a conference call to discuss the results on May 6, 2026.
📋 Key Facts
- The filing reports financial results for the fiscal quarter ended March 31, 2026.
- The earnings press release was issued on May 6, 2026.
- A conference call was scheduled for 4:30 p.m. (EST) on May 6, 2026, to review the results.
- The report was signed by Mike Hynes, Chief Financial Officer.
Two directors, Robert Hartnett and Mary Egan, have notified Noodles & Company of their decision not to stand for re-election at the 2026 Annual Meeting. In response, the Board has voted to reduce its size from nine to seven members and rebalance its director classes.
🚩 Red Flags
- Simultaneous departure of two committee chairs.
- Reduction in board size may indicate a contraction in company scale or difficulty in recruiting qualified independent directors.
📋 Key Facts
- Robert Hartnett (Chair of Compensation Committee) and Mary Egan (Chair of Nominating and Corporate Governance Committee) will depart at the 2026 Annual Meeting.
- The Board of Directors will be reduced from nine members to seven members effective as of the Annual Meeting.
- Director Lynch will move from Class III to Class I to rebalance the board classes.
- The company stated the departures were not the result of any disagreement with management or the Board.
- The board size reduction is intended to better align with the 'size and complexity of the Company at this time'.
Noodles & Company (NDLS) disclosed its financial results for the fourth quarter and full fiscal year ended December 30, 2025. The announcement was made via a press release and a management conference call on March 25, 2026.
📋 Key Facts
- Released financial results for the fiscal quarter ended December 30, 2025.
- Released financial results for the full fiscal year ended December 30, 2025.
- Management held a conference call on March 25, 2026, at 4:30 p.m. EST to review results.
- The earnings information was furnished under Item 2.02 and included as Exhibit 99.1.
Noodles & Company (NDLS) has regained compliance with the Nasdaq minimum bid price requirement of $1.00 per share. The company had been under a deficiency notice since June 24, 2025, but maintained a closing bid price above the threshold for 10 consecutive business days ending March 5, 2026.
🚩 Red Flags
- The company's stock price was below $1.00 for approximately eight months, indicating significant historical market capitalization pressure and investor skepticism.
📋 Key Facts
- Received Nasdaq deficiency notice on June 24, 2025, for failing to meet the $1.00 minimum bid price.
- Regained compliance on March 5, 2026.
- Maintained a closing bid price of $1.00 or greater for 10 consecutive business days.
- Nasdaq has officially closed the matter regarding the Bid Price Rule.
Noodles & Company is implementing a 1-for-8 reverse stock split effective February 18, 2026. The action was approved by stockholders to address Nasdaq compliance requirements regarding minimum bid price.
🚩 Red Flags
- Reverse stock split (typically a sign of significant share price decline)
- Delisting risk: The split is explicitly being used to avoid non-compliance with Nasdaq's $1.00 minimum bid rule
- Potential dilution/volatility associated with reverse splits in micro-cap/small-cap contexts
📋 Key Facts
- Reverse stock split ratio: 1-for-8
- Effective Date: February 18, 2026, at 12:01 a.m. ET
- Purpose: To regain compliance with Nasdaq Global Select Market's $1.00 minimum bid price requirement
- New CUSIP for Common Stock: 65540B 303
- Fractional shares will be rounded up to the next whole share; no cash in lieu of fractional shares
- Trading symbol 'NDLS' remains unchanged on Nasdaq
Noodles & Company stockholders approved a reverse stock split to address Nasdaq compliance issues. The Board has set the ratio at 1-for-8, effective February 18, 2026.
🚩 Red Flags
- Reverse stock split implementation (often viewed negatively by markets).
- Failure to regain Nasdaq compliance by the original December 22, 2025 deadline.
- Ongoing risk of delisting if the $1.00 minimum bid price requirement is not maintained post-split.
📋 Key Facts
- Stockholders approved a reverse split range of 1-for-2 to 1-for-15 on February 4, 2026.
- The Board has implemented a specific ratio of 1-for-8.
- The reverse split is scheduled to take effect at 12:01 a.m. ET on February 18, 2026.
- The primary purpose is to regain compliance with Nasdaq's $1.00 minimum bid price requirement.
- The company had 46,817,945 shares of Class A common stock outstanding as of the December 19, 2025 record date.
Noodles & Company issued an 8-K to disclose sales results for the fiscal quarter ended December 30, 2025. The filing serves as a formal announcement of quarterly performance metrics via a press release.
📋 Key Facts
- Report date: January 12, 2026
- Disclosed period: Fiscal quarter ended December 30, 2025
- The information is provided under Item 2.02 (Results of Operations and Financial Condition)
- Full results are contained in Exhibit 99.1
Noodles & Company has received a delisting determination letter from Nasdaq after failing to regain compliance with the $1.00 minimum bid price requirement by December 22, 2025. The company intends to request a hearing and is considering a reverse stock split (ranging from 1:2 to 1:15) to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq.
- Failure to meet minimum bid price requirement ($1.00/share).
- Proposed reverse stock split (range 1:2 to 1:15) to regain compliance.
- Risk of material decline in share price and difficulty in trading if delisted.
📋 Key Facts
- Received Nasdaq delisting determination letter on December 23, 2025.
- Failure to meet the Minimum Bid Price Requirement (Nasdaq Listing Rule 5450(a)(1)).
- Company intends to request a hearing before the Nasdaq Hearings Panel by December 30, 2025.
- A special meeting of stockholders is scheduled for February 4, 2026, to propose a reverse stock split (ratio between 1:2 and 1:15).
- The company was ineligible for an extension via transfer to Nasdaq Capital Market.
Noodles & Company has entered into retention bonus agreements for key executive officers as part of a process to evaluate strategic alternatives. These bonuses are contingent upon a Change in Control event occurring on or before December 31, 2026.
🚩 Red Flags
- Implicit signaling of a potential sale or merger via the implementation of Change in Control bonuses.
- Strategic review often indicates management is seeking an exit due to performance challenges or pressure from activist investors/unfavorable market conditions.
- The expiration date of Dec 31, 2026, creates a 'ticking clock' for potential deal-making.
📋 Key Facts
- Board approved retention bonus agreements for several executives on November 19, 2025.
- Bonuses are payable only upon a 'Change in Control' (defined as majority board change, 50% ownership shift, merger/consolidation, or sale of substantially all assets).
- Retention is contingent upon the executive remaining employed for 90 days post-closing or being terminated without cause within specific windows around a transaction.
- The bonuses expire on December 31, 2026, if no Change in Control occurs.
- Bonus amounts: CEO Joseph Christina (100% of base salary), CFO Michael Hynes (75%), EVP Technology Corey Kline (50%), and CAO Kathy Lockhart (50%).
- The company is currently evaluating strategic alternatives to maximize stockholder value.
Noodles & Company issued an 8-K to announce the release of its earnings results for the fiscal quarter ended September 30, 2025. The filing serves as a formal notice that financial results were disclosed via press release and scheduled for discussion in a conference call.
📋 Key Facts
- Earnings results for the fiscal quarter ended September 30, 2025, were released on November 5, 2025.
- Management scheduled a conference call to review results at 4:30 p.m. EST on November 5, 2025.
- The filing includes Exhibit 99.1 containing the full press release.
Noodles & Company (NDLS) announced the dismissal of Ernst & Young LLP as its independent registered public accounting firm and the appointment of Grant Thornton LLP, effective September 8, 2025.
🚩 Red Flags
- Auditor change (dismissal of a Big Four firm for a mid-cap company can sometimes signal underlying friction, though no disagreement was reported here).
📋 Key Facts
- Dismissal of Ernst & Young LLP approved by the Audit Committee on September 8, 2025.
- Appointment of Grant Thornton LLP as the new independent auditor for the fiscal year ending December 30, 2025.
- The Company stated there were no disagreements with Ernst & Young LLP regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- No 'reportable events' occurred during the period from Jan 2, 2024, through September 8, 2025.
Noodles & Company has initiated a formal review of strategic alternatives to maximize shareholder value. This includes exploring potential options such as the sale or refranchising of all or part of the business, as well as refinancing existing debt.
🚩 Red Flags
- Strategic review often signals underlying financial distress or pressure from activist investors/lenders.
- Mention of 'refinancing existing indebtedness' suggests liquidity management is a primary driver for the strategic review.
📋 Key Facts
- Announcement date: September 3, 2025
- The company is reviewing strategic alternatives to maximize shareholder value.
- Potential alternatives include refinancing existing indebtedness.
- Potential alternatives include refranchising or the sale of all or part of the business.
- The announcement was made via a press release (Exhibit 99.1).
Noodles & Company issued an 8-K to announce the release of its earnings and financial results for the fiscal quarter ended July 1, 2025. The company scheduled a conference call to discuss these results on August 13, 2025.
📋 Key Facts
- Earnings release for the fiscal quarter ended July 1, 2025.
- Management conference call scheduled for August 13, 2025, at 4:30 p.m. EST.
- Results furnished via press release in Exhibit 99.1.
Noodles & Company announced a leadership transition where current President and COO Joseph Christina will succeed Drew Madsen as CEO, effective August 31, 2025. The change is prompted by Mr. Madsen stepping down for personal medical reasons.
🚩 Red Flags
- Sudden rescheduling of upcoming quarterly earnings results (from Aug 6 to Aug 13) coinciding with the CEO transition announcement.
- CEO departure due to 'personal medical reasons' can sometimes mask underlying performance issues, though not explicitly stated here.
📋 Key Facts
- Joseph Christina appointed President and CEO, effective August 31, 2025.
- Drew Madsen stepping down as CEO for personal medical reasons; will remain on the Board.
- Christina's compensation includes a $550,000 base salary and a target 100% annual bonus.
- Christina to receive an initial equity grant of 250,000 restricted stock units (RSUs) vesting over four years.
- The company rescheduled its Q2 2025 earnings call from August 6 to August 13, 2025.
Noodles & Company received a notification from Nasdaq stating it is in non-compliance with the Minimum Bid Price Requirement (Rule 5450(a)(1)) after failing to maintain a $1.00 minimum closing bid price for 30 consecutive business days.
🚩 Red Flags
- Delisting notice from Nasdaq
- Potential for a reverse stock split to satisfy minimum bid requirements
- Failure to maintain $1.00 share price for 30 consecutive business days
📋 Key Facts
- Received Nasdaq Notice on June 24, 2025.
- Non-compliance is due to failure to meet the Minimum Bid Price Requirement (Rule 5450(a)(1)).
- The Company has a 180-day grace period to regain compliance, expiring December 22, 2025.
- To regain compliance, the stock must close at $1.00 or higher for at least 10 consecutive business days during the grace period.
- The Company explicitly mentions a potential reverse stock split as an option to regain compliance.
Noodles & Company held its annual meeting of stockholders on May 14, 2025. The filing reports the results of shareholder votes regarding director re-elections, executive compensation, and auditor ratification.
📋 Key Facts
- Annual Meeting held on May 14, 2025; Record Date was March 19, 2025.
- Re-election of Class III directors: Thomas Lynch, Elisa Schreiber, and Britain Peakes were all successfully re-elected to three-year terms.
- Shareholders approved the compensation of named executive officers on an advisory basis.
- Shareholders approved a one-year frequency for future advisory votes on executive compensation.
- Ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 30, 2025.
- A stockholder proposal regarding simple majority voting requirements was NOT approved.
Noodles & Company issued an 8-K to announce the release of its quarterly earnings results for the fiscal quarter ended April 1, 2025. The company scheduled a conference call to discuss these financial results.
📋 Key Facts
- Earnings and other financial results disclosed for the fiscal quarter ended April 1, 2025.
- Management scheduled a conference call for May 7, 2025, at 4:30 p.m. (EST) to review results.
- The filing includes Exhibit 99.1 containing the full text of the press release.
Noodles & Company (NDLS) has filed an 8-K to announce the release of its earnings and financial results for the fiscal quarter and fiscal year ended December 31, 2024. The filing serves as a formal notification that management will discuss these results during a scheduled conference call.
📋 Key Facts
- Earnings and financial results disclosed for the fiscal quarter and fiscal year ended December 31, 2024.
- Management scheduled a conference call to review results on March 6, 2025, at 4:30 p.m. EST.
- The filing includes Exhibit 99.1 containing the official press release.
Noodles & Company announced the appointment of Joseph Christina as President and Chief Operating Officer, effective February 24, 2025. The move is part of a leadership reinforcement under CEO Drew Madsen.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Joseph Christina appointed as President and COO, effective Feb 24, 2025.
- Annual base salary set at $450,000 with a target bonus of 75% of base salary.
- Initial equity grant of 160,000 restricted stock units (RSUs) under the 2024 Inducement Plan, vesting in four annual installments.
- Employment agreement includes a 9-month severance package for termination without cause or good reason.
- Non-compete covenant is set at 6 months; non-solicitation of employees is set at 12 months.
Noodles & Company has regained compliance with Nasdaq's minimum bid requirement after previously falling below the $1.00 threshold. The company was notified on February 5, 2025, that the delisting matter is now closed.
🚩 Red Flags
- Historical non-compliance with Nasdaq's Minimum Bid Requirement (Rule 5450(a)(1)) indicating past extreme volatility or downward pressure on stock price.
📋 Key Facts
- The company received a deficiency notice from Nasdaq on December 24, 2024, for failing to maintain a minimum bid price of $1.00 per share.
- Compliance was regained as of February 5, 2025.
- Nasdaq has officially notified the company that the compliance matter is closed.
Noodles & Company issued an 8-K to disclose its sales results for the fiscal quarter ended December 31, 2024. The filing serves as a formal mechanism to release quarterly performance data via a press release.
📋 Key Facts
- Report date: January 13, 2025
- Reporting period: Fiscal quarter ended December 31, 2024
- The filing includes Exhibit 99.1 containing the full text of the sales results press release.
- Information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
Noodles & Company received a notice from Nasdaq stating it is non-compliant with the Minimum Bid Price Requirement (Rule 5450(a)(1)) after failing to maintain a $1.00 minimum closing bid price for 30 consecutive business days.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to maintain minimum bid price requirement ($1.00)
- Potential for a reverse stock split to regain compliance
📋 Key Facts
- Received Nasdaq notification on December 24, 2024.
- The deficiency is based on the failure to maintain a minimum closing bid price of $1.00 per share.
- The Company has a 180-day grace period to regain compliance, expiring June 23, 2025.
- To regain compliance, the stock must close at or above $1.00 for at least ten consecutive business days during the grace period.
- The company may be eligible for a second 180-day compliance period by transferring to The Nasdaq Capital Market if certain criteria are met.
Noodles & Company issued an 8-K to announce the release of its financial results for the fiscal quarter ended October 1, 2024. The filing serves as a formal notice that earnings data is being furnished via press release and a subsequent conference call.
📋 Key Facts
- Earnings release date: November 6, 2024
- Reporting period: Fiscal quarter ended October 1, 2024
- Management scheduled a conference call for 4:30 p.m. EST on November 6, 2024, to review results
- Information furnished under Item 2.02 is not deemed 'filed' for purposes of Section 18 liability
Noodles & Company entered into a Second Amendment to its Amended and Restated Credit Agreement on October 29, 2024. The amendment modifies interest rate ranges, financial covenants, and restrictions on restricted payments and new leases.
🚩 Red Flags
- Increased cost of debt via higher maximum applicable interest rate ranges.
- Tightening/Modification of financial covenants, specifically the stepping up of Fixed Charge Coverage Ratio requirements through 2026.
📋 Key Facts
- Increased maximum applicable rate for SOFR loans from 3.00% to 3.75% per annum.
- Increased maximum applicable rate for base rate loans from 2.00% to 2.75% per annum.
- Conditioned use of the general restricted payment basket on a Consolidated Total Lease Adjusted Leverage Ratio ≤ 4.00:1 and Fixed Charge Coverage Ratio ≥ 1.25:1.
- Amended Consolidated Total Lease Adjusted Leverage Ratio covenants with a stepped-down schedule through March 30, 2027 (ending at 4.50:1).
- Amended Consolidated Fixed Charge Coverage Ratio covenants with a stepped-up schedule ending in June 2026 (reaching 1.25:1).
Noodles & Company announced the planned retirement of Chief Operating Officer Brad West, effective June 30, 2025. The transition includes a structured plan where Mr. West will serve as Chief of Staff to the CEO once a successor is appointed until his official retirement date.
🚩 Red Flags
- Succession uncertainty: The exact 'Transition Date' is contingent upon the hiring and commencement of a new COO.
📋 Key Facts
- COO Brad West to retire on June 30, 2025.
- Transition plan: Mr. West will move to 'Chief of Staff' role after a successor is hired and commences employment.
- Annualized base salary remains at $376,362 during the transition period.
- Mr. West remains eligible for 2024 and pro-rated 2025 annual cash incentive bonuses.
- A $100,000 cash retention bonus is included, payable if he stays through June 30, 2025 in good standing.
- No severance payments or benefits are provided upon his scheduled termination on June 30, 2025.
Noodles & Company issued an 8-K to announce the release of its earnings and financial results for the fiscal quarter ended July 2, 2024. The filing serves as a formal notice that management would discuss these results during a scheduled conference call.
📋 Key Facts
- Earnings release date: August 7, 2024
- Reporting period: Fiscal quarter ended July 2, 2024
- Management conference call scheduled for August 7, 2024, at 4:30 p.m. (EST)
- The financial results were disclosed via press release in Exhibit 99.1
Noodles & Company announced the departure of Melissa Heidman from her role as Executive Vice President, General Counsel and Secretary, effective July 2, 2024. The company has entered into a separation agreement providing for salary continuation and benefit vesting.
🚩 Red Flags
- Departure of a key C-suite officer (General Counsel/Secretary).
📋 Key Facts
- Melissa Heidman is departing as EVP, General Counsel and Secretary on July 2, 2024.
- Separation package includes 18 months of base salary totaling $515,366 paid in installments.
- Includes a lump sum payment of $37,842 for 18 months of COBRA premiums.
- Includes pro-rata portion of the 2024 Annual Bonus (6 months).
- Involves the vesting of 34,899 Restricted Stock Units granted prior to 2024.
Noodles & Company entered into a Support Agreement with Hoak & Co. and related parties, resulting in the appointment of Britain Peakes to the Board of Directors as a Class III director. The agreement includes significant standstill and voting commitments from the Hoak group.
🚩 Red Flags
- Settlement with an activist investor (Hoak) often indicates prior or ongoing pressure regarding corporate governance or strategic direction.
- The agreement includes complex 'standstill' provisions which are typical in settlements to prevent hostile takeovers or further proxy contests.
📋 Key Facts
- Entered into a Support Agreement on June 6, 2024, with Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust, and Hoak Fund Management, L.P.
- Britain Peakes appointed to the Board as a Class III director effective June 10, 2024.
- Hoak group must maintain at least a 9.0% net long ownership position for the company to recommend Peakes' election at the 2025 annual meeting.
- Standstill period extends until the later of 30 days prior to the 2026 director nomination deadline or 30 days after Peakes ceases to be a director.
- Hoak group is prohibited from acquiring more than 20% of outstanding common stock and is subject to various voting/solicitation restrictions during the standstill period.
Noodles & Company held its annual meeting of stockholders on May 15, 2024. The filing reports the results of shareholder votes regarding director re-elections, executive compensation, auditor ratification, and a rejected environmental proposal.
📋 Key Facts
- Annual Meeting held on May 15, 2024.
- Re-election of Class II directors Jeff Jones, Drew Madsen, and Shawn Taylor was approved.
- Advisory (non-binding) approval of named executive officer compensation was achieved with 31,385,276 votes in favor.
- Ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending Dec 31, 2024.
- A stockholder proposal regarding greenhouse gas emissions disclosure was rejected (9,053,767 For vs. 23,346,741 Against).
Noodles & Company issued an 8-K to announce the release of its earnings and financial results for the fiscal quarter ended April 2, 2024. The company scheduled a conference call to discuss these results on May 8, 2024.
📋 Key Facts
- Earnings results disclosed for the fiscal quarter ended April 2, 2024.
- Management scheduled a conference call for May 8, 2024, at 4:30 p.m. EST to review results.
- The filing includes Exhibit 99.1 containing the full text of the press release.
Noodles & Company announced the resignation of Chief Marketing Officer Stacey Pool, effective May 17, 2024. The departure is for a new leadership role in the auto aftermarket sector and was not due to any disagreements with the company.
🚩 Red Flags
- None identified; departure is amicable and planned with a transition period.
📋 Key Facts
- Stacey Pool is resigning as Chief Marketing Officer (CMO).
- Effective date of resignation: May 17, 2024.
- Reason for departure: To accept another leadership opportunity in the auto aftermarket sector.
- The company has commenced a search for a replacement.
- Departure is not due to any disagreement regarding operations, policies, or practices.
Noodles & Company announced the permanent appointment of Drew Madsen as Chief Executive Officer, transitioning from his interim role. The filing also includes the release of quarterly and annual financial results for the period ended January 2, 2024.
🚩 Red Flags
- Multiple items in a single filing (Earnings results + Executive appointment) can sometimes mask volatility, though standard for large caps.
📋 Key Facts
- Drew Madsen appointed CEO effective March 6, 2024; he has served as interim CEO since November 2023.
- Madsen's employment agreement includes an annual base salary of $800,000 and a target bonus of 100% of base salary.
- Equity grants include 250,000 nonqualified stock options (vesting March 2027), $500,000 in time-vesting RSUs, and $1,000,000 in performance-vesting RSUs.
- The company released financial results for the fiscal quarter and year ended January 2, 2024 via press release.
- Madsen's agreement includes a non-compete/non-solicitation covenant for 12 months post-termination.