Noodles & Co Seeks Reverse Split to Avoid Nasdaq Delisting

TL;DR

**NDLS is doing a reverse split to avoid getting kicked off Nasdaq; vote FOR or watch your shares become illiquid.**

AI Summary

Noodles & Company (NDLS) is seeking stockholder approval for a reverse stock split of its Class A common stock, with a ratio ranging from 1-for-2 to 1-for-15. This strategic move is primarily aimed at increasing the per-share price of its Class A common stock to regain compliance with Nasdaq's Minimum Bid Price Requirement of $1.00 per share. The company received a Nasdaq Notice on June 24, 2025, indicating non-compliance, with a deadline of December 22, 2025, to regain compliance. As of the filing date, Noodles & Company expects to receive a delisting notice from Nasdaq. The Board believes the reverse split will help maintain its Nasdaq Global Select Market listing, improve marketability, and enhance liquidity. The Special Meeting for this vote is scheduled for February 4, 2026, and the Board unanimously recommends a 'FOR' vote on the Reverse Split Proposal. As of the Record Date, December 19, 2025, 46,783,626 shares of Class A common stock were outstanding and entitled to vote.

Why It Matters

This reverse stock split is critical for Noodles & Company as it directly addresses the risk of delisting from The Nasdaq Global Select Market, which could severely impact investor confidence and stock liquidity. For investors, maintaining the Nasdaq listing is crucial for visibility and trading access, while delisting could lead to a significant drop in share value and make it harder to trade. For employees and customers, a stable public listing signals financial health and operational continuity. In a competitive restaurant landscape, a delisting could further disadvantage NDLS against larger, more stable competitors, making it harder to attract capital and talent.

Risk Assessment

Risk Level: high — The company explicitly states it 'will not be in compliance prior to the expiration of the Compliance Period' on December 22, 2025, and 'expect to receive a notice from Nasdaq that our Class A common stock is subject to delisting.' While they intend to appeal, there's 'no assurance that any such appeal would be successful,' indicating a significant risk of delisting despite the proposed reverse split.

Analyst Insight

Investors should vote 'FOR' the Reverse Split Proposal to support the company's efforts to maintain its Nasdaq listing. Failure to approve could lead to delisting, significantly impairing liquidity and potentially further depressing share value. Monitor the outcome of the Special Meeting on February 4, 2026, and subsequent Nasdaq appeals.

Key Numbers

• $1.00 — Minimum Bid Price Requirement (Required closing bid price for Nasdaq listing)
• 1-for-2 to 1-for-15 — Reverse Split Ratio Range (Discretionary range for the Board to determine the reverse stock split ratio)
• February 4, 2026 — Special Meeting Date (Date for stockholders to vote on the Reverse Split Proposal)
• December 19, 2025 — Record Date (Date to determine stockholders entitled to vote at the Special Meeting)
• 46,783,626 — Class A Common Stock Shares Outstanding (Number of shares entitled to vote as of the Record Date)
• 66 2/3% — Required Affirmative Vote (Percentage of outstanding Class A common stock needed to approve the Reverse Split Proposal)
• June 24, 2025 — Nasdaq Notice Date (Date Noodles & Company received notification of non-compliance)
• December 22, 2025 — Compliance Period Expiration (Deadline to regain compliance with Nasdaq's Minimum Bid Price Requirement)

Key Players & Entities

• Noodles Company, Inc. (company) — Registrant seeking reverse stock split approval
• Joseph Christina (person) — Chief Executive Officer of Noodles Company
• The Nasdaq Global Select Market (regulator) — Stock exchange with minimum bid price requirement
• Nasdaq Listing Rule 5450(a)(1) (regulator) — Rule requiring a closing bid price of at least $1.00 per share
• Nasdaq Listing Rule 5810(c)(3)(A) (regulator) — Rule granting 180 calendar days to regain compliance
• Equiniti Trust Company, LLC (company) — Transfer agent for Noodles Company
• Secretary of State of the State of Delaware (regulator) — Authority for filing the Reverse Split Amendment
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Nasdaq Delisting Risk [high — regulatory]: Noodles & Company received a Nasdaq notice on June 24, 2025, for non-compliance with the Minimum Bid Price Requirement of $1.00. The company has until December 22, 2025, to regain compliance. Failure to do so may result in delisting from the Nasdaq Global Select Market, impacting liquidity and investor confidence.
• Reverse Stock Split Dilution Concerns [medium — market]: The proposed reverse stock split, with a ratio between 1-for-2 and 1-for-15, aims to increase the per-share price. However, it may not fundamentally improve the company's market position or financial performance, potentially leading to continued stock price pressure post-split.
• Execution of Reverse Split [medium — operational]: The Board has discretion over the exact ratio and timing of the reverse split, to be effected within one year after the Special Meeting on February 4, 2026. Ineffective execution or unfavorable market reception to the split could negate its intended benefits.

Industry Context

The restaurant industry, particularly fast-casual dining, faces ongoing challenges including labor costs, inflation, and evolving consumer preferences. Companies like Noodles & Company compete in a crowded market where differentiation and operational efficiency are key. Maintaining exchange listings is crucial for access to capital and investor confidence in this competitive environment.

Regulatory Implications

The primary regulatory concern is compliance with Nasdaq's listing rules, specifically the Minimum Bid Price Requirement. Failure to meet this requirement could lead to delisting, significantly impacting the company's visibility and access to public markets. The reverse stock split is a direct response to avoid this regulatory consequence.

What Investors Should Do

1. Vote FOR the Reverse Split Proposal
2. Review the proposed reverse split ratio range (1-for-2 to 1-for-15)
3. Monitor post-split stock performance

Key Dates

• 2025-06-24: Nasdaq Notice of Non-Compliance — Noodles & Company was formally notified of its failure to meet the minimum bid price requirement, triggering a compliance period.
• 2025-12-19: Record Date — Determined the stockholders eligible to vote at the Special Meeting, with 46,783,626 shares of Class A common stock outstanding.
• 2025-12-22: Compliance Period Expiration — Deadline for Noodles & Company to regain compliance with Nasdaq's Minimum Bid Price Requirement of $1.00.
• 2025-12-24: Proxy Materials Availability — The proxy statement and notice of the special meeting were made available to stockholders, initiating the voting process.
• 2026-02-04: Special Meeting Date — Stockholders will vote on the proposed reverse stock split proposal.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (The primary purpose of this filing is to seek stockholder approval for a reverse stock split to increase the per-share price and meet Nasdaq listing requirements.)

Class A Common Stock

The class of common stock issued by Noodles & Company that is subject to the proposed reverse stock split. (This is the specific class of stock that the reverse split will affect, and its holders are entitled to vote on the proposal.)

Minimum Bid Price Requirement

A rule set by stock exchanges (like Nasdaq) that requires a stock's price to remain above a certain threshold (e.g., $1.00) to maintain its listing. (Noodles & Company is non-compliant with this requirement, making the reverse stock split necessary for continued listing on Nasdaq.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of, and to vote at, a shareholder meeting. (Established as December 19, 2025, to identify the stockholders entitled to vote on the reverse stock split proposal.)

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting. (This DEF 14A filing serves as the proxy statement, detailing the reverse stock split proposal and soliciting stockholder votes.)

Year-Over-Year Comparison

This filing is specific to the proposed reverse stock split and does not provide comparative financial data against a prior year's filing. The key focus is on the immediate need to address Nasdaq non-compliance, rather than a broad financial performance review. New risks highlighted relate directly to the potential consequences of failing to meet listing requirements and the execution of the reverse split itself.

Key Financial Figures

• $0.01 — of our Class A Common Stock, par value $0.01 per share (the "Class A common stock")
• $1.00 — price that is greater than or equal to $1.00 per share (the "Minimum Bid Price Requi

Filing Documents

• a2025reversestocksplitdef1.htm (DEF 14A) — 193KB
• a881124_noodlesltrpxyxpr001a.jpg (GRAPHIC) — 122KB
• a881124_noodlesltrpxyxpr002a.jpg (GRAPHIC) — 145KB
• noodlesandcompanylogopa.jpg (GRAPHIC) — 2914KB
• screenshot2025-12x02105738a.jpg (GRAPHIC) — 13KB
• 0001275158-25-000111.txt ( ) — 4573KB

From the Filing

DEF 14A 1 a2025reversestocksplitdef1.htm 2025 REVERSE STOCK SPLIT DEF 14A PROXY Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( Amendment No. __ ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Noodles Company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 December 22, 2025 To Our Stockholders You are cordially invited to attend a special meeting of stockholders (the "Special Meeting") of Noodles Company, Inc. (the "Company," "we," "us," or "our"), which will be held at 1031 W. Morse Blvd., Suite 140, Winter Park, Florida 32789 on February 4, 2026 at 100 p.m., Eastern Time. The enclosed Notice of Special Meeting and Proxy Statement describe the business to be transacted at the Special Meeting. You may vote by completing, signing, and returning your completed proxy card (or a voting instruction form, if you hold your shares through a broker). If you decide to attend the Special Meeting, you may revoke your proxy at that time and vote your shares at such a meeting. Sincerely, Joseph Christina Chief Executive Officer NOODLES COMPANY 520 ZANG STREET, SUITE D, BROOMFIELD, COLORADO 80021 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD O N FEBRUARY 4, 2026 To Our Stockholders NOTICE IS HEREBY GIVEN that the special meeting of stockholders (the "Special Meeting") of Noodles Company (the "Company," "we," "us," or "our") will be held at 1031 W. Morse Blvd., Suite 140, Winter Park, Florida 32789, on February 4, 2026 at 100 p.m., Eastern Time. At the Special Meeting, the holders of our Class A Common Stock, par value $0.01 per share (the "Class A common stock") and Class B Common Stock, par value $0.01 per share (the "Class B common stock" and together with the Class A common stock, the "common stock"), will be asked to vote on the following matter To approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to effect a reverse stock split (the "Reverse Split") of the Company's Class A common stock by a ratio in a range of 1-for-2 to 1-for-15, with such ratio to be determined in the discretion of the board of directors of the Company (the "Board") and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Special Meeting (the "Reverse Split Amendment," and such proposal, the "Reverse Split Proposal"). The Board set December 19, 2025 as the record date (the "Record Date") to determine those holders of the common stock who are entitled to notice of, and to vote at, the Special Meeting. A list of the stockholders entitled to vote at the Special Meeting may be examined at the Company's office during the 10-day period preceding the Special Meeting and by any stockholder who is present at the Special Meeting at the meeting location during the Special Meeting. We expect to mail a notice of Internet availability of proxy materials (the "Notice") or a copy of our proxy materials, to the extent requested, to our stockholders on or about December 24, 2025. The Notice contains instructions on how to access our proxy materials over the Internet, and these proxy materials contain instructions on how to vote by going to a secure website, by telephone, or by mail. If you did not receive such a Notice, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement. Your vote is very important to us. Whether or not you plan to attend the Special Meeting, please ensure your shares are represented by voting promptly. Sincerely, Joseph Christina Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 4, 2026 THIS PROXY STATEMENT IS AVAILABLE AT www.proxypush.comNDLS and httpsinvestor.noodles.comannuals-and-proxies NOODLES COMPANY PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS February 4, 2026 INFORMATION ABOUT THE SPECIAL MEETING Why am I receiving these materials The accompanying proxy is solicited on behalf of the Board for use at the Special Meeting, which will take place on February 4, 2026, at 100 p.m., Eastern Time, as an in-person meeting. The Notice,

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View this DEF 14A filing on SEC EDGAR