Hoak Public Equities Amends Noodles & Co Stake

TL;DR

Hoak Public Equities updated their Noodles & Co filing - watch for potential moves.

AI Summary

Hoak Public Equities, LP, along with associated entities, has amended their Schedule 13D filing for Noodles & Company as of June 10, 2024. This amendment, the third for this filing, indicates a change in their beneficial ownership of the company's Class A Common Stock. The filing does not specify the exact percentage change or dollar amount involved in this amendment.

Why It Matters

This filing signals a potential shift in major shareholder activity for Noodles & Company, which could influence stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant trading activity or strategic changes by large shareholders.

Key Players & Entities

• Hoak Public Equities, LP (company) — Filer of the Schedule 13D/A amendment
• Noodles & Company (company) — Subject company of the filing
• BRITAIN PEAKES (person) — Group member associated with the filing
• HOAK & CO. (company) — Group member associated with the filing
• HOAK FUND MANAGEMENT, L.P. (company) — Group member associated with the filing
• J. HALE HOAK (person) — Group member associated with the filing
• JAMES M. HOAK JR. (person) — Group member associated with the filing
• ZIERK FAMILY 2010 IRREVOCABLE TRUST (company) — Group member associated with the filing

FAQ

Key Financial Figures

• $0.01 — ssuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securiti
• $12,840,173.75 — the purchase of Common Stock by HPE was $12,840,173.75 . All of the shares of Common Stock ben
• $2,432,492.87 — ock reported by James M. Hoak, Jr., was $2,432,492.87 (all such 650,000 shares held in the Ja
• $622,823.06 — n Stock reported by the Zierk Trust was $622,823.06. J. Hale Hoak (in his capacity as trust
• $612,319 — eld in J. Hale Hoak Child's Trust), was $612,319.37, such shares being paid for using pe
• $936.23 — on Stock reported by Britain Peakes was $936.23 (all such 339 shares held in the Britai

Filing Documents

• hoak-sc13da_060624.htm (SC 13D/A) — 117KB
• ex99-1.htm (EX-99.1) — 9KB
• ex99-2.htm (EX-99.2) — 56KB
• ex99-3.htm (EX-99.3) — 35KB
• 0001999371-24-007313.txt ( ) — 218KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended to add

Item 2 of the Schedule 13D is hereby amended to add the following: Britain Peakes is hereby added as a Reporting Person. Ms. Peakes was appointed as a director of the Issuer on June 10, 2024 pursuant that certain Support Agreement, as further described under Item 6. Ms. Peakes is a Vice President and investment professional of Hoak & Co. Her principal office and business address is c/o Hoak & Co, 3963 Maple Avenue, Suite 450, Dallas, TX 75219. During the last five years, Ms. Peakes has neither been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Peakes is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and restated

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The total amount of funds used for the purchase of Common Stock by HPE was $12,840,173.75 . All of the shares of Common Stock beneficially owned by HPE were paid for using working capital of HPE. Hoak Management and Hoak & Co. do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE. Each of James M. Hoak, Jr. and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the remaining Common Stock reported by James M. Hoak, Jr., was $2,432,492.87 (all such 650,000 shares held in the James M. Hoak, Jr. IRA), such shares being paid for using personal funds. The total amount of funds used for the purchase of the Common Stock reported by the Zierk Trust was $622,823.06. J. Hale Hoak (in his capacity as trustee of the Zierk Trust) may also be deemed to beneficially own the Common Stock owned by the Zierk Trust. The total amount of funds used for the purchase of the remaining Common Stock reported by J. Hale Hoak (of which 100,000 shares are held in J. Hale Hoak Child's Trust), was $612,319.37, such shares being paid for using personal funds. The total amount of funds used for the purchase of the Common Stock reported by Britain Peakes was $936.23 (all such 339 shares held in the Britain Peakes Rollover IRA), such shares being paid for using personal funds. In addition, Britain Peakes owns 24,774 shares of Common Stock which she received upon settlement of restricted stock units granted in connection with her appointment to the board of directors of the Issuer on June 10, 2024. Ms. Peakes may be deemed to beneficially own the Common Stock held by HPE, but Ms. Peakes disclaims beneficial ownership of any Common Stock owned by HPE or any other Reporting Person. 9

Identity and Background

Item 4. Identity and Background.

of the Schedule 13D is hereby amended to add

Item 4 of the Schedule 13D is hereby amended to add the following: As described under Item 6, on June 6, 2024, the Reporting Persons (including Ms. Peakes) entered into a Support Agreement and Confidentiality Agreement with the Issuer.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended by amending

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Items 5(a) and 5(c) as follows: (a) As of the date of this Schedule 13D, based upon 45,346,349 shares of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed on the Issuer's Form 10-Q filed with the SEC on May 9, 2024: i. HPE directly owns an aggregate of 3,250,000 shares of Common Stock, representing approximately 7.17% of the outstanding Common Stock. ii. Hoak Management, in its capacity as HPE's general partner, may be deemed to beneficially own an aggregate of 3,250,000 shares of Common Stock, representing approximately 7.17% of the outstanding Common Stock. iii. Hoak and Co., in its capacity as the general partner of Hoak Management, may be deemed to beneficially own an aggregate of 3,250,000 shares of Common Stock, representing approximately 7.17% of the outstanding Common Stock. iv. The Zierk Trust owns an aggregate of 200,000 shares of Common Stock, representing approximately 0.41% of the outstanding Common Stock. v. James M. Hoak, Jr. (1) directly owns an aggregate of 650,000 shares of Common Stock (held in the James M. Hoak, Jr. IRA) and (2) in his capacity as Hoak & Co.'s controlling shareholder and Chairman may be deemed to beneficially own 3,250,000 shares of Common Stock, for an aggregate of 3,900,000 shares of Common Stock, representing approximately 8.60% of the outstanding Common Stock. vi. J. Hale Hoak (1) directly owns an aggregate of 200,000 shares of Common Stock (of which 100,000 shares are held in J. Hale Hoak Child's Trust) and (2) in his capacity as Hoak & Co.'s President and the trustee of the Zierk Trust may be deemed to beneficially own an aggregate of 3,427,731 shares of Common Stock, for an aggregate of 3,650,000 shares of Common Stock representing approximately 8.05% of the outstanding Common Stock. vii. Britain Peaks directly owns an aggregate of 25,113 shares of Common Stock (of which 339 are held in the Br

Identity and Background

Item 6. Identity and Background.

of the Schedule 13D is hereby amended to add

Item 6 of the Schedule 13D is hereby amended to add the following: On June 6, 2024, the Reporting Persons (including Ms. Peakes) and the Issuer entered into (a) a Support Agreement and (b) a Confidentiality Agreement. Under the Support Agreement, the Issuer agreed to appoint Ms. Peakes to the Issuer’s Board of Directors as a Class III Director and, unless the Board determines in good faith that it would not be in the best interests of the Issuer or the Reporting Persons cease to have a net long position of a least 9.0% of the Issuer’s outstanding Common Stock, to nominate for election, and solicit proxies for the election of, Ms. Peakes at the Issuer’s 2025 annual meeting of shareholders (the “ 2025 Annual Meeting ”). The Reporting Persons agreed to certain standstill and voting commitments. The standstill period shall extend until the later of (x) 12:01 a.m. on the 30th day prior to the advance notice deadline for making director nominations at the 2026 annual meeting of shareholders (the “ 2026 Annual Meeting ”) and (y) thirty days after the date that the Ms. Peakes ceases to serve as a director. If Ms. Peakes is not elected to the Board at the 2025 Annual Meeting, the standstill and voting requirements will terminate. If the Issuer notifies the Reporting Persons in writing at least ten business days prior to the expiration of the standstill period that it intends to nominate Ms. Peakes as a director for election at the 2026 Annual Meeting, the standstill restrictions will extend until prior to the 2027 annual meeting, unless the Ms. Peakes is not elected at the 2026 Annual Meeting. The Reporting Persons’ standstill commitments include their agreement not to, among other things and subject to certain exceptions, (i) solicit proxies or written consents of stockholders to vote securities, (ii) encourage, advise or influence any other person or assist any third party with respect to the giving or withholding of any p

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits 99.1 Joint Filing Agreement dated June 10, 2024, by and among Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain Peakes 99.2 Support Agreement dated June 6, 2024, by and among Noodles & Company, Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain Peakes 99.3 Confidentiality Agreement dated June 6, 2024, by and among Noodles & Company, Hoak Public Equities, L.P., Hoak Fund Management, L.P., Hoak & Co., James M. Hoak, Jr., J. Hale Hoak, Zierk Family 2010 Irrevocable Trust and Britain Peakes 11

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: June 10, 2024 Hoak Public Equities, L.P. By: Hoak Fund Management, L.P., its general partner By: Hoak & Co., its general partner By: /s/ J. Hale Hoak J. Hale Hoak President Hoak Fund Management, L.P. By: Hoak & Co., its general partner By: /s/ J. Hale Hoak J. Hale Hoak President Hoak & Co. By: /s/ J. Hale Hoak J. Hale Hoak President James M. Hoak, Jr. By: /s/ James M. Hoak, Jr. James M. Hoak, Jr. J. Hale Hoak By: /s/ J. Hale Hoak J. Hale Hoak Zierk Family 2010 Irrevocable Trust By: /s/ J. Hale Hoak J. Hale Hoak, Trustee Britain Peakes By: /s/ Britain Peakes Britain Peakes

View Full Filing

View this SC 13D/A filing on SEC EDGAR