Noodles & Company Announces Plans For 1-for-8 Reverse Stock Split Effective February 18, 2026 (Form 8-K)

Noodles & Company Announces Plans For 1-for-8 Reverse Stock Split Effective February 18, 2026

BROOMFIELD, Colo., February 4, 2026 (GLOBE NEWSWIRE) - Noodles & Company (Nasdaq: NDLS) announced today that it plans to effect a 1-for-8 reverse stock split ("Reverse Stock Split") of its Class A common stock, par value $0.01 per share ("Common Stock"), that is expected to become effective on February 18, 2026 at 12:01 a.m.. Eastern Time.

Noodles' Common Stock will continue to trade on The Nasdaq Global Select Market ("Nasdaq") under the existing symbol "NDLS" and is expected to begin trading on a split-adjusted basis when the market opens on February 18, 2026. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 65540B303.

The Reverse Stock Split is being implemented with the goal of bringing the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq.

At the Company's Special Meeting of Stockholders held on February 4, 2026, the Company's stockholders approved a proposal to authorize a reverse stock split of the Company's Common Stock, at a ratio within the range of 1-for-2 to 1-for-15. Of the votes cast, over 96% were in favor of approval. The Company's board of directors then approved a 1-for-8 reverse split ratio and the Company plans to file a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective February 18, 2026.

The 1-for-8 reverse stock split will automatically combine and convert 8 current shares of the Company's Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, and to the number of shares issued and issuable under the Company's stock incentive plans. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. With respect to outstanding Common Stock held in "street name" through a bank, broker or other nominee, fractional shares will be rounded up at the participant level. Cash will not be paid for fractional shares.

The Company's transfer agent, Equiniti, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company's Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding shares of the Common Stock in "street name," subject to such bank, broker or other nominee's particular processes. Record stockholders holding shares of the Common Stock in certificated form will be sent a transmittal letter by the exchange agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender such stockholder's certificate(s) representing shares of the Common Stock to the exchange agent.

About Noodles & Company

Noodles & Company has known noodles since 1995. For 30 years, the brand has brought people together over craveable classics and globally inspired flavors, from indulgent Creamy Mac & Cheese to bold Japanese Pan Noodles. With more than 400 restaurants and a team of passionate noodle lovers, Noodles is built on flavor, comfort, and a people-first culture. To learn more and to find the location nearest you, visit www.noodles.com.